Full Press Release Details
Universe Pharmaceuticals INC
(an exempted company with limited liability incorporated in the Cayman Islands)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual
general meeting (the "Meeting") of the holders (the "shareholders") of ordinary shares of par value
US$11.25 each (the "Ordinary Shares", each an "Ordinary Share") in the capital of Universe Pharmaceuticals
Inc (the "Company") will be held on August 26, 2025, at 10:00 a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan
Economy and Technology Development Zone, Jian City, Jiangxi 343100, the People's Republic of China.
Registered shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Meeting or any adjournment thereof in person. Beneficial shareholders who hold their
Ordinary Shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly
appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting or
any adjournment thereof.The Meeting and any or all adjournments thereof will be held for the purpose of considering, and if thought fit,
passing, the following resolutions:
(resolutions 1-5 above are herein referred
to as the "Election of Directors")
from US$134,287,453.13338
divided into: (i) 12,022,495,313,338 ordinary shares of par value US$0.00001 each; and (ii) 1,250,000 Preferred Shares of par value US$11.25
to US$20,000 divided into
2,000,000,000 ordinary shares of par value US$0.00001 each
(the "Capital Alteration");
it being noted that the terms of, and
rights attaching to the New Share Classes will be materially identical to the existing ordinary shares of par value US$0.00001 each in
the capital of the Company save that the Class B Ordinary Shares: (i) shall have 100 times the voting rights per share of Class A Ordinary
Shares; and (ii) shall be convertible into Class A Ordinary Shares;
(steps (a) to (e) (inclusive) above
shall be collectively referred to as the "Capital Reorganisation"),
The Company's board of directors has fixed
the close of business on July 18, 2025 as the record date (the "Record Date") for determining the shareholders entitled
to receive notice of, attend and to vote at the Meeting or any adjournment thereof. As the Company does not have any Preferred Shares
issued and outstanding, only holders of Ordinary Shares of the Company on the Record Date are entitled to receive notice of, attend and
to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials,
including the Company's 2024 annual report, from the Company's website at www.universe-pharmacy.com.
Management is soliciting proxies. Shareholders
who are entitled to attend and vote at the Meeting or any adjournment thereof are entitled to appoint one or more proxies to attend and
vote on that shareholder's behalf. Shareholders who wish to appoint a proxy are requested to complete, date and sign the enclosed
form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and
(i) vote it online at www.transhare.com, (ii) vote it by email at Proxy@Transhare.com, (iii) vote it by fax
at (727) 269-5616, or (iv) mail it or deposit it to Attn: Proxy Team, Transhare Corporation, 17755 North US Highway 19
N, Suite # 140, Clearwater FL 33764.
For the proxy to be valid, the duly completed
and signed form of proxy must be received not less than forty-eight (48) hours before the time appointed for holding the Meeting
or any adjournment of the Meeting. A shareholder may appoint as his, her or its proxy a person other than those named in the enclosed
form of proxy. A proxyholder need not be a shareholder of the Company.
By Order of the Board of Directors,
| /s/ Gang Lai | ||
| Gang Lai | ||
| Chairman of the Board of Directors |
Ji'an, Jiangxi, China
UNIVERSE PHARMACEUTICALS INC
ANNUAL GENERAL MEETING OF SHAREHOLDERS
10:00 a.m., Beijing Time
The board of directors (the "Board of
Directors") of Universe Pharmaceuticals INC (the "Company") is soliciting proxies for the annual general
meeting (the "Meeting") of the holders (the "shareholders") of ordinary shares of par value US$11.25
each (the "Ordinary Shares", each an "Ordinary Share") in the capital of the Company to be held
on August 26, 2025, at 10:00 a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji'an
City, Jiangxi 343100, People's Republic of China.
Registered shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Meeting or any adjournment thereof in person. Beneficial shareholders who hold their
Ordinary Shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly
appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting or
any adjournment thereof.
As the Company does not have any Preferred Shares
issued and outstanding, only shareholders of the Ordinary Shares of record at the close of business on July 18, 2025 (the "Record
Date") are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote and present
in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing not
less than one-third of the total issued voting shares in the Company throughout the meeting shall form a quorum.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. A proxy need not be a shareholder of
the Company. Each shareholder of the Company's Ordinary Shares shall be entitled to one vote in respect of each Ordinary Share held
by such shareholder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, resolutions will be proposed as
(resolutions 1-5 above are herein referred
to as the "Election of Directors")
from US$134,287,453.13338
divided into: (i) 12,022,495,313,338 ordinary shares of par value US$0.00001 each; and (ii) 1,250,000 Preferred Shares of par value US$11.25
to US$20,000 divided into
2,000,000,000 ordinary shares of par value US$0.00001 each
(the "Capital Alteration");
It being noted that the terms of, and
rights attaching to the New Share Classes will be materially identical to the existing ordinary shares of par value US$0.00001 each in
the capital of the Company save that the Class B Ordinary Shares: (i) shall have 100 times the voting rights per share of Class A Ordinary
Shares; and (ii) shall be convertible into Class A Ordinary Shares
(steps (a) to (e) (inclusive) above shall
be collectively referred to as the Capital Reorganisation),
The Board of Directors recommends a vote "FOR"
each of the Proposals No. 1 to No. 8.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may
do so in person at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that
their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions
set out in the form of proxy and in the proxy statement accompanying this Notice (i) vote it online at www.transhare.com,
(ii) vote it by email at Proxy@Transhare.com, (iii) vote it by phone at (727) 269-5616, or (iv) mail it or deposit
it to Attn: Proxy Team, Transhare Corporation, 17755 North US Highway 19 N, Suite # 140, Clearwater FL 33764.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to the Marketplace Rules of the Nasdaq
Stock Market ("Nasdaq") which permit companies to make available their annual report to shareholders on or through
the company's website, the Company posts its annual reports on the Company's website. The annual report for the year ended
September 30, 2024 (the "2024 Annual Report") has been filed with the U.S. Securities and Exchange Commission.