Full Press Release Details
CHINA JO-JO DRUGSTORES, INC.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City
Telephone: +86-571-88219579
NOTICE OF EXTRAORDINARY GENERAL MEETING OF
TO BE HELD ON FEBRUARY 22, 2024
(or any adjournment or postponement thereof)
TO THE SHAREHOLDERS OF CHINA JO-JO DRUGSTORES, INC.:
Notice is hereby given that
an Extraordinary General Meeting of the shareholders of China Jo-Jo Drugstores, Inc., a Cayman Islands exempted company, (the "Company"),
will be held on February 22, 2024 at 9:00 p.m. E.T. (February 23, 2024 at 10:00 a.m., Beijing time) (the "Extraordinary
General Meeting"), at the Company's principal executive offices located at Hai Wai Hai Tongxin Mansion Floor 6, Gong
Shu District, Hangzhou City, Zhejiang Province, P. R. China, 310008, and at any adjourned or postponement thereof. The Extraordinary
General Meeting is called for the following purposes:
| 1. | To ratify the prior election of Mr. Lei Liu, Ms. Li Qi, Ms. Caroline Wang, Mr. Jiangliang He, Ms. Pingfan Wu, and Dr. Genghua Gu as directors of the Company to serve until the next Annual Meeting or until their successors are duly elected and qualified (the " Director Election Proposal "), who were previously elected at the Company's annual meeting of shareholders for the fiscal year ended March 31, 2023 (the " 2023 Annual Meeting "); | |
| 2. | To re-ratify the prior appointment of YCM CPA, Inc. as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024 (the " Independent Accountants Ratification Proposal "), which was previously ratified at the 2023 Annual Meeting; | |
| 3. | To ratify the prior approval by ordinary resolution of the proposed reverse stock split and consolidation of the Company's issued and outstanding ordinary shares (the " Share Consolidation Proposal "), which was previously adopted at the 2023 Annual Meeting; | |
| 4. | To ratify the prior approval by ordinary resolution of the increase of authorised share capital (the " Authorised Share Capital Increase Proposal "), which was previously adopted at the 2023 Annual Meeting; | |
| 5. | To ratify the prior approval by special resolution of the Amendment of the Memorandum and Articles of Association of the Company to effect the reverse stock split and consolidation of the Company's issued and outstanding ordinary shares, and the increase of authorised share capital (the " Charter Amendment Proposal "), which was previously adopted at the 2023 Annual Meeting; | |
| 6. | To ratify the prior approval of the Third Amended and Restated 2010 Equity Incentive Plan (the " Equity Incentive Plan Proposal "), which was previously adopted at the 2023 Annual Meeting; and | |
| 7. | To transact such other business as may properly come before the Extraordinary General Meeting or any adjournment thereof. |
These items of business are
more fully described in the proxy statement accompanying this Notice.
On November 16, 2023, the
Company held its 2023 Annual Meeting. The business to be conducted at the 2023 Annual Meeting was set out in the "Notice of Annual
General Meeting of Shareholders" (the "2023 Meeting Notice"), accompanied by a proxy statement (the "2023
Annual Meeting Proxy Statement"), each dated October 22, 2023. The 2023 Meeting Notice and the 2023 Annual Meeting Proxy Statement
were furnished to the Securities and Exchange Commission (the "SEC") on November 14, 2023.
At the Company's 2023
Annual Meeting, the Company's shareholders voted on and approved each of the Director Election Proposal, the Independent Accountants
Ratification Proposal, the Share Consolidation Proposal, the Authorised Share Capital Increase Proposal, the Charter Amendment Proposal
and the Equity Incentive Plan Proposal (collectively, the "2023 Annual Meeting Proposals"). Each of the 2023 Annual
Meeting Proposals is more fully described in the 2023 Annual Meeting Proxy Statement.
On November 14, November
15, and November 16, 2023, the Company was notified by a number of separate purported shareholders of the Company alleging that they
have not timely received the 2023 Meeting Notice. Promptly following such notification, the Company initiated an investigation of
the process of preparing and delivering the 2023 Meeting Notice, and identified that the 2023 Annual Meeting Proxy Statement
inadvertently contained inaccurate information in respect of the number of outstanding ordinary shares entitled to vote and the
number of shareholders present in order to constitute a quorum.
To eliminate any uncertainty
as to the 2023 Annual Meeting Proposals and the validity of any actions that have been taken, or in the future may be taken, to consummate,
effectuate, carry out or further the 2023 Annual Meeting Proposals, the Board of Directors has determined that it is in the best interests
of the Company and its shareholders to ratify the approval of each of the 2023 Annual Meeting Proposals. In furtherance of such ratification,
the Board of Directors adopted the resolutions on January 8, 2024 resolving, among other things, to approve the ratification of each
of the 2023 Annual Meeting Proposals, subject to shareholder approval, and recommend that shareholders approve the ratification of each
of the 2023 Annual Meeting Proposals.
The Board of Directors has
fixed the close of business on January 18, 2024, as the record date for the determination of shareholders entitled to notice of
and to vote at the Extraordinary General Meeting or any adjourned or postponement thereof. We know that many of our shareholders will
be unable to attend the Extraordinary General Meeting. We are soliciting proxies so that each shareholder has an opportunity to vote
on all matters that are scheduled to come before the shareholders at the Extraordinary General Meeting. Whether or not you plan to attend,
please take the time now to read the proxy statement and vote via the Internet or, if you prefer, submit by mail a paper copy of your
proxy or voter instructions card, so that your shares are represented at the meeting. You may also revoke your proxy or voter instructions
before or at the Extraordinary General Meeting. Regardless of the number of our shares you own, your presence in person or by proxy is
important for quorum purposes and your vote is important for proper corporate actions.
| By Order of the Board of Directors, | |
| /s/ Lei Liu | |
| Lei Liu | |
| Chairman of the Board and Chief Executive Officer |
Hangzhou City, People's Republic of China
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON FEBRUARY 22, 2024 - THE PROXY STATEMENT TO SHAREHOLDERS
IS AVAILABLE AT WWW.IPROXYDIRECT.COM/CJJD AND THE COMPANY'S WEBSITE AT HTTP://JIUZHOU360.COM/INVESTORS/SEC_FILINGS.
WHETHER OR NOT YOU EXPECT TO ATTEND THE EXTRAORDINARY
GENERAL MEETING, WE URGE YOU TO VOTE. YOU MAY VOTE BY TELEPHONE OR VIA THE INTERNET. IF YOU RECEIVED A PAPER COPY OF THE PROXY CARD BY
MAIL, YOU MAY ALSO MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
CHINA JO-JO DRUGSTORES, INC.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City
Telephone: +86-571-88219579
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
(or any adjournment or postponement thereof)
The enclosed proxy is solicited
on behalf of the Board of Directors (the "Board" or the "Board of Directors") of China Jo-Jo Drugstores,
Inc., a Cayman Islands exempted company (the "Company," "we," "us," or "our"),
for use at the Extraordinary General Meeting of shareholders to be held on February 22, 2024 at 9:00 p.m. E.T. (February 23, 2024
at 10:00 a.m., Beijing time)(the "Extraordinary General Meeting"), or at any adjournment or postponement of the Extraordinary
General Meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of Extraordinary General Meeting of
Shareholders. The Extraordinary General Meeting will be held at the Company's principal executive offices located at Hai Wai Hai
Tongxin Mansion Floor 6, Gong Shu District, Hangzhou City, Zhejiang Province, P. R. China, 310008.
provide access to our proxy materials by sending you the notice of our Extraordinary General Meeting, this Proxy Statement, and a
proxy card or a voting information card for the Extraordinary General Meeting, for submitting your vote in writing to us or your
broker, as the case may be. A full set of proxy materials are also made available to you by the Board on the Internet on or about January
26, 2024, at www.iproxydirect.com/CJJD and the Company's website at http://jiuzhou360.com/investors/sec_filings.
These proxy materials include: our proxy statement for (and notice of) the Extraordinary General Meeting and a proxy card or a
voting information card for the Extraordinary General Meeting. Our shareholders are invited to attend the Extraordinary General
Meeting and are requested to vote on the proposals described in this proxy statement.
What is the purpose of this document?
This document serves as the
Company's proxy statement, which is being provided to Company shareholders of record at the close of business on January 18,
2024 (the "Record Date") because the Company's Board of Directors is soliciting their proxies to vote at
the Extraordinary General Meeting on the item of business outlined in the Notice of Extraordinary General Meeting of Shareholders. We
have included in this proxy statement important information about the Extraordinary General Meeting. You should read this information
carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the Extraordinary General
Whether or not you plan to
attend the Extraordinary General Meeting, it is important that your shares be represented and voted at the Extraordinary General Meeting.
After reading this proxy statement, please promptly vote. Your shares cannot be voted unless you vote by Internet, telephone, fax or
mail, vote as instructed by your broker, or vote your shares at the Extraordinary General Meeting.
Who is entitled to vote at the Extraordinary General Meeting?
Only shareholders of record
at the close of business on the Record Date, January 18, 2024, are entitled to vote at the Extraordinary General Meeting. If you were
a shareholder of record on the Record Date, you will be entitled to vote all the shares that you held on the Record Date at the Extraordinary
General Meeting, or any postponement or adjournment of the Extraordinary General Meeting.
Who can attend the Extraordinary General Meeting?
Any person who was a shareholder
of the Company on the Record Date may attend the meeting. If you own shares in street name, you should ask your broker or bank for a
legal proxy to bring with you to the Extraordinary General Meeting. If you do not receive the legal proxy in time, bring your most recent
brokerage statement so that we can verify your ownership of our stock and admit you to the Extraordinary General Meeting. You will not,
however, be able to vote your shares at the Extraordinary General Meeting without a legal proxy.