Full Press Release Details
CHINA JO-JO DRUGSTORES, INC.
Hai Wai Hai Tongxin Mansion, Floor 6,
Gong Shu District, Hangzhou City, Zhejiang Province,
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To be held on March 18, 2022 at 8:00 p.m. (Local
(or any adjournment or postponement thereof)
To the Shareholders of
China Jo-Jo Drugstores, Inc.
Notice is hereby given that
the Extraordinary General Meeting of the Shareholders of China Jo-Jo Drugstores, Inc. (the "Company") will be held on March
18, 2022 at 8:00 p.m. local time (i.e., 8:00 a.m. March 18, 2022, E.T.) at Hai Wai Hai Tongxin Mansion, Floor 6, Gong Shu District, Hangzhou
City, Zhejiang Province, P. R. China, 310008 ("Principal Executive Office"), and at any adjourned or postponement thereof.
The Extraordinary General Meeting is called for the following purposes:
| 1. | Proposal 1: That the Company effect a reverse stock split of the Company's issued and outstanding ordinary shares, par value $0.001 per share (the "Ordinary Shares"), by way of a consolidation of existing issued and outstanding Ordinary Shares at an exchange ratio of one-for-twelve (1:12) (the "RS Ratio") such that the number of authorized Ordinary Shares is decreased and the par value of each Ordinary Share is increased by the RS Ratio (the "Reverse Stock Split") with such Reverse Stock Split to be effected at such time and date (the "Effective Time"), if at all, as determined by the Board of the Directors of the Company (the "Board") in its discretion; and That in order to effect the Reverse Stock Split the authorized share capital of the Company be consolidated from US$510,000 divided into (i) 500,000,000 Ordinary Shares of a par value of US$0.001 each and (ii) 10,000,000 preferred shares of a par value of US$0.001 each to US$510,000 divided into (i) 41,666,667 Ordinary Shares of a par value of US$0.012 each and (ii) 10,000,000 preferred shares of a par value of US$0.001 each (the "Share Consolidation"). Thus, to approve the Reverse Stock Split by way of the Share Consolidation described above, with each Ordinary Share and each preferred share having the rights and subject to the restrictions set out in the Amended and Restated Memorandum and Articles of Association of the Company dated July 30, 2021 (the "Articles"). | |
| 2. | Proposal 2: To approve the share capital of the Company immediately as a result of the Reverse Stock Split and the Share Consolidation under Proposal 1 increasing from "US$510,000 divided into (i) 41,666,667 Ordinary Shares of a par value of US$0.012 each and (ii) 10,000,000 preferred shares of a par value of US$0.001 each" to "US$6,010,000 divided into (i) 500,000,000 Ordinary Shares of a par value of US$0.012 each, and (ii) 10,000,000 preferred shares of a par value of US$0.001 each" by the creation of an additional 458,333,333 Ordinary Shares of a par value of US$0.012 each to rank pari passu in all respects with the existing ordinary shares (the "Authorized Share Capital Increase"). | |
| 3. | Proposal 3: To consider and approve by special resolution the amendment and restatement of the memorandum and articles of association with the form of second amended and restated memorandum and articles of association attached as an Annex hereto (the "Second Amended and Restated Memorandum and Articles of Association") to reflect the above Share Consolidation and Authorized Share Capital Increase, including without limitation, amending clause 8 of the Memorandum of Association and clause 3(1) of the Articles of Association. To consider and approve that, subject to implementation by the Board, in their sole discretion of the foregoing proposals 1 and 2, upon receipt of the approval of the shareholders of the Company by special resolution, the Second Amended and Restated Memorandum and Articles of the Company be adopted as the Memorandum and Articles of the Company, to the exclusion of the existing Articles. |
A proxy statement providing
information, and a form of proxy to vote, with respect to the foregoing matters accompany this notice. The Board of Directors of the Company
fixed the close of business on February 14, 2022 as the record date (the "Record Date") for determining the shareholders entitled
to receive notice of and to vote at the Extraordinary General Meeting or any adjourned or postponement thereof. The register of members
of the Company will not be closed. A list of the shareholders entitled to vote at the Extraordinary General Meeting may be examined at
the Company's offices during the 10-day period preceding the Extraordinary General Meeting.
Holders of record of the Company's
ordinary shares as of the Record Date are cordially invited to attend the Extraordinary General Meeting in person. Your vote is important.
Whether or not you expect to attend the Extraordinary General Meeting in person, you are urged to complete, sign, date and return the
accompanying proxy form as promptly as possible. We must receive the proxy form no later than noon on the day of the Extraordinary General
Meeting to ensure your representation at such meeting. Shareholders who execute proxies retain the right to revoke them at any time prior
to the voting thereof, and may nevertheless vote in person at the Extraordinary General Meeting. You may obtain directions to the meeting
by calling our offices at +86-571-88219579. Shareholders may obtain a copy of these materials, free of charge, by contacting the Corporate
Secretary at Principal Executive Office.
| By Order of the Board of Directors, | |
| /s/ Lei Liu | |
| Lei Liu | |
| Chairman of the Board | |
| Hangzhou City, March 1, 2022 |
Whether or not you expect to attend the Extraordinary
General Meeting in person, you are urged to complete, sign, date and return the accompanying proxy form to ensure your representation
If your shares are held in street name, your
broker, bank, custodian or other nominee holder cannot vote your shares, unless you direct the nominee holder how to vote, by marking
CHINA JO-JO DRUGSTORES, INC.
| Page | ||
| Proxy Statement | 1 | |
| Questions and Answers about the Extraordinary General Meeting | 2 | |
| Proposal 1: To Authorize a Reverse Stock Split and Consolidation of Shares | 5 | |
| Proposal 2: To Authorize a Share Capital Increase | 8 | |
| Proposal 3: To Authorize the Second Amended and Restated Memorandum and Articles of Association | 9 | |
| Second Amended and Restated Memorandum and Articles of Association | 11 |
CHINA JO-JO DRUGSTORES, INC.
Hai Wai Hai Tongxin Mansion, Floor 6,
Gong Shu District, Hangzhou City, Zhejiang Province,
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To be held on March 18, 2022 at 8:00 p.m. (Local
(or any adjournment or postponement thereof)
This Proxy Statement is furnished
in connection with the solicitation of proxies by the Board of Directors (the "Board" or the "Board of Directors")
of China Jo-Jo Drugstores, Inc. (the "Company," "we," "us," or "our") for the Extraordinary
General Meeting of Shareholders to be held at Hai Wai Hai Tongxin Mansion, Floor 6, Gong Shu District, Hangzhou City, Zhejiang Province,
P. R. China, 310008 on March 18, 2022 at 8:00 p.m. local time (i.e., 8:00 a.m. March 18, 2022, E.T.) and for any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of Extraordinary General Meeting of Shareholders. Any shareholder giving
such a proxy has the power to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly
to the Secretary of the Company, at the above stated address. Proxies may be solicited through the mails or direct communication with
certain shareholders or their representatives by Company officers, directors, or employees, who will receive no additional compensation
therefor. You may obtain directions to the meeting by calling our offices at +86-571-88219579.
If the enclosed proxy is properly
executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance
with the judgment of the persons designated as proxies. Any proxy on which no direction is specified will be voted in favor of the actions
described in this Proxy Statement.
The Company will bear the
entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy form, and any additional material
that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Proxy Form will first be mailed or
given to the Company's shareholders is on or about March 2, 2022.
We have elected to provide
access to our proxy materials both by sending you this full set of proxy materials, including the notice of our Extraordinary General
Meeting, this Proxy Statement and a proxy card to Shareholders.
Your vote is important.
Whether or not you expect to attend the Extraordinary General Meeting in person, you are urged to complete, sign, date and return the
accompanying proxy form as promptly as possible to ensure your representation at such meeting. Shareholders who execute proxies retain
the right to revoke them at any time prior to the voting thereof, and may nevertheless vote in person at the Extraordinary General Meeting.
If you hold your shares in street name and wish to vote your shares at the Extraordinary General Meeting, you should contact your broker,
bank, custodian or other nominee holder about getting a proxy appointing you to vote your shares.
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
The following is information
regarding the proxy material, Extraordinary General Meeting and voting is presented in a question and answer format.
| Q. | Why am I receiving these materials? | |
| A. | We have sent you this proxy statement and the enclosed proxy card because the Board of Directors of the Company is soliciting your proxy to vote at the Extraordinary General Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the Extraordinary General Meeting to vote on the proposal described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. When you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your plans change. If you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment. The Company intends to mail this proxy statement and accompanying proxy card on or about March 2, 2022 to all shareholders entitled to vote at the Extraordinary General Meeting. |
| Q. | Who may vote and how many votes my I cast? | |
| A. | Only shareholders on the Record Date, February 14, 2022, will be entitled to vote at the Extraordinary General Meeting. On the Record Date, there were 41,751,790 ordinary shares outstanding and entitled to vote. Each ordinary share is entitled to one vote on each matter. There are no preferred shares issued and outstanding. |
| Q. | How do I vote? | |
| A. | You may vote "For" or "Against" the proposals, or "Abstain" from voting on such proposal. The procedures for voting are outlined below: |
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record, you may vote
in person at the Extraordinary General Meeting or vote by proxy using the enclosed proxy card.
| To vote in person, come to the Extraordinary General Meeting and we will give you a ballot when you arrive; or | ||
| To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us by 11:59 p.m. EDT before the day of the Extraordinary General Meeting, we will vote your shares as you direct. |
Beneficial Owner: Shares Registered in the Name of a Broker, Bank,
Custodian or Other Nominee Holder
If you received this proxy
statement from your broker, bank, custodian or other nominee holder, your broker, bank, custodian or other nominee holder should have
given you instructions for directing how that person or entity should vote your shares. It will then be your broker, bank, custodian or
other nominee holder's responsibility to vote your shares for you in the manner you direct. Please complete, execute and return
the proxy card in the envelope provided by your broker, bank, custodian or other nominee holder promptly.
Under the rules of various
national and regional securities exchanges, brokers generally may vote on routine matters, such as the ratification of the engagement
of an independent public accounting firm, but may not vote on non-routine matters unless they have received voting instructions from the
person for whom they are holding shares. The proposals are non-routine matters and, consequently, your broker, bank, custodian or other
nominee holder will not have discretionary authority to vote your shares on this matter. If your broker, bank, custodian or other nominee
holder does not receive instructions from you on how to vote on this matter, your broker, bank, custodian or other nominee holder will
return the proxy card to us, indicating that he or she does not have the authority to vote on this matter. This is generally referred
to as a "broker non-vote" and may affect the outcome of the voting.
We therefore encourage you
to provide directions to your broker, bank, custodian or other nominee holder as to how you want your shares voted on all matters to be
brought before the Extraordinary General Meeting. You should do this by carefully following the instructions your broker, bank, custodian
or other nominee holder gives you concerning its procedures. This ensures that your shares will be voted at the Extraordinary General
You are also invited to attend
the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the
meeting unless you request and obtain a valid proxy from your broker, bank, custodian or other nominee holder.