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in the Cayman Islands with limited liability)
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of holders of ordinary shares (the "Ordinary
Shares") (the "shareholders") of (the "Company") will be held on September 23, 2022, at 10:00
a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji'an City, Jiangxi 343100, the
People's Republic of China.
Meeting and any or all adjournments thereof will be held for the following purposes:
| 1. | to re-elect Gang Lai as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Gang Lai "); | |
| 2. | to re-elect Lin Yang as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Lin Yang "); | |
| 3. | to re-elect Jiawen Pang as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Jiawen Pang "); | |
| 4. | to re-elect H. David Sherman as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of H. David Sherman "); | |
| 5. | to re-elect Ding Zheng as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Ding Zheng ", and together with the Election of Gang Lai, the Election of Lin Yang, the Election Jiawen Pang, and the Election of H. David Sherman, the " Election of Directors "); | |
| 6. | to approve of the proposed filing of a shelf registration statement on Form F-3 registering the Company's ordinary shares, preferred shares, debt securities, warrants, rights and units of up to $200 million (the " Filing of Registration Statement "); | |
| 7. | to re-designate 10,000,000 authorized but unissued ordinary shares of the Company, par value $0.003125 per share, as 10,000,000 authorized but unissued preferred shares of the Company, par value $0.003125 per share (the " Authorization of Preferred Shares "); | |
| 8. | that, subject to approval by the shareholders of Proposal No. 7 (the Authorization of Preferred Shares), the Company adopt a second amended and restated memorandum and articles of association to reference the preferred shares (in the form set out in Annex A and B, respectively), in substitution for and to the exclusion of, the memorandum and articles of association of the Company currently in effect (the " Second Amendment of Memorandum and Articles "); | |
| 9. | to authorize the Company's board of directors to effect a consolidation of the Company's authorized and issued share capital, at a ratio of no less than 2-for-1 and no greater than 10-for-1, such ratio to be determined by the Company's board of directors in its sole discretion (the " Share Consolidation "); and | |
| 10. | that, subject to approval by the shareholders of Proposal No. 9 (the Share Consolidation), and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company's board of directors may determine in its sole discretion, the Company adopt a third amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex C), in substitution for and to the exclusion of, the memorandum of association of the Company in effect immediately prior to effectiveness of the Share Consolidation (the " Third Amendment of Memorandum "). |
Company's board of directors has fixed the close of business on August 11, 2022 as the record date (the "Record Date")
for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of
Ordinary Shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
may obtain a copy of the proxy materials, including the Company's 2021 annual report, from the Company's website at www.universe-pharmacy.com.
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 akotlova@bizsolaconsulting.com, (iii)
vote it by phone at (727) 269-5616, or (iv) mail it or deposit it to Attn: Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755
North US Highway 19, Suite # 140, Clearwater FL 33764.
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 |
GENERAL MEETING OF SHAREHOLDERS
board of directors (the "Board of Directors") of Universe Pharmaceuticals INC (the "Company") is
soliciting proxies for the annual general meeting of shareholders (the "Meeting") of the Company to be held on September
23, 2022, at 10:00 a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji'an City,
Jiangxi 343100, the People's Republic of China.
shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. 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 guest, but will not be able to participate in or vote at
holders of the ordinary shares of the Company of record at the close of business on August 11, 2022 (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.
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 holder of the Company's ordinary shares shall be entitled to one
vote in respect of each ordinary share held by such holder on the Record Date.
the Meeting, resolutions will be proposed as follows:
| 1. | as an ordinary resolution, to re-elect Gang Lai as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Gang Lai "); | |
| 2. | as an ordinary resolution, to re-elect Lin Yang as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Lin Yang "); | |
| 3. | as an ordinary resolution, to re-elect Jiawen Pang as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Jiawen Pang "); | |
| 4. | as an ordinary resolution, to re-elect H. David Sherman as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of H. David Sherman "); | |
| 5. | as an ordinary resolution, to re-elect Ding Zheng as a director of the Company to hold office until the next annual general meeting of the Company (the " Election of Ding Zheng ", and together with the Election of Gang Lai, the Election of Lin Yang, the Election Jiawen Pang, and the Election of H. David Sherman, the " Election of Directors "); | |
| 6. | as an ordinary resolution, to approve of the proposed filing of a shelf registration statement on Form F-3 registering the Company's ordinary shares, preferred shares, debt securities, warrants, rights and units of up to $200 million (the " Filing of Registration Statement "); | |
| 7. | as an ordinary resolution, to re-designate 10,000,000 authorized but unissued ordinary shares of the Company, par value $0.003125 per share, as 10,000,000 authorized but unissued preferred shares of the Company, par value $0.003125 per share (the " Authorization of Preferred Shares "); |
| 8. | as a special resolution that, subject to approval by the shareholders of Proposal No. 7 (the Authorization of Preferred Shares), the Company adopt a second amended and restated memorandum and articles of association to reference the preferred shares (in the form set out in Annex A and B, respectively), in substitution for and to the exclusion of, the memorandum and articles of association of the Company currently in effect (the " Second Amendment of Memorandum and Articles "); | |
| 9. | as an ordinary resolution, to authorize the Board of Directors to effect a consolidation of the Company's authorized and issued share capital, at a ratio of no less than 2-for-1 and no greater than 10-for-1, such ratio to be determined by the Board of Directors in its sole discretion (the " Share Consolidation "); and | |
| 10. | as a special resolution that, subject to approval by the shareholders of Proposal No. 9 (the Share Consolidation), and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company's board of directors may determine in its sole discretion, the Company adopt a third amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex C), in substitution for and to the exclusion of, the memorandum of association of the Company in effect immediately prior to effectiveness of the Share Consolidation (the " Third Amendment of Memorandum "). |
Board of Directors recommends a vote "FOR" each of the Proposals No. 1 to No. 10.
PROCEDURE FOR HOLDERS OF ORDINARY SHARES
entitled to vote at the Meeting may do so 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 akotlova@bizsolaconsulting.com, (iii) vote it by fax at (727) 269-5616, or (iv) mail it
or deposit it to Attn: Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140, Clearwater FL 33764.
REPORT TO SHAREHOLDERS
to the Marketplace Rules of 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, 2021 (the "2021 Annual Report") has been filed with the U.S. Securities and
Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such
report to record holders. You may obtain a copy of the Company's 2021 Annual Report to shareholders by visiting the "SEC
Filings" heading under the "Financials & Filings" section of the Company's website at www.universe-pharmacy.com.
If you want to receive a paper or email copy of the Company's 2021 Annual Report to shareholders, you must request one. There is
no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations counsel of the Company, at info@ascent-ir.com.
AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
following questions and answers are intended to address briefly some commonly asked questions regarding the Meeting. These questions
and answers may not address all of the questions that may be important to you as a shareholder. To better understand these matters, you
should carefully read this entire proxy statement.
Why am I receiving this proxy statement?
The Company is holding its annual general meeting of shareholders to approve the Election of Directors, the Filing of Registration Statement,
the Authorization of Preferred Shares, the Second Amendment of Memorandum and Articles (to reference the preferred shares, if approved
by shareholders), the Share Consolidation and the Third Amendment of Memorandum (to reflect the Share Consolidation, if approved by shareholders
and subsequently implemented by the Board of Directors).
Company has included in this proxy statement important information about the Meeting. You should read this information carefully
and in its entirety. The enclosed voting materials allow you to vote your shares without attending the Meeting. Your vote is very important
and the Company encourages you to submit your proxy as soon as possible.
What proposals are the shareholders being asked to consider?
shareholders are being asked:
| 1. | to re-elect Gang Lai as a director of the Company to hold office until the next annual general meeting of the Company; | |
| 2. | to re-elect Lin Yang as a director of the Company to hold office until the next annual general meeting of the Company; | |
| 3. | to re-elect Jiawen Pang as a director of the Company to hold office until the next annual general meeting of the Company; | |
| 4. | to re-elect H. David Sherman as a director of the Company to hold office until the next annual general meeting of the Company; | |
| 5. | to re-elect Ding Zheng as a director of the Company to hold office until the next annual general meeting of the Company; | |
| 6. | to approve of the proposed filing of a shelf registration statement on Form F-3 registering the Company's ordinary shares, preferred shares, debt securities, warrants, rights and units of up to $200 million; | |
| 7. | to re-designate 10,000,000 authorized but unissued ordinary shares of the Company, par value $0.003125 per share, as 10,000,000 authorized but unissued preferred shares of the Company, par value $0.003125 per share; | |
| 8. | subject to approval by the shareholders of Proposal No. 7 (the Authorization of Preferred Shares), to adopt a second amended and restated memorandum and articles of association to reference the preferred shares (in the form set out in Annex A and B, respectively), in substitution for and to the exclusion of, the memorandum and articles of association of the Company currently in effect; | |
| 9. | to authorize the Board of Directors to effect a consolidation of the Company's authorized and issued share capital, at a ratio of no less than 2-for-1 and no greater than 10-for-1, such ratio to be determined by the Board of Directors in its sole discretion; and | |
| 10. | subject to approval by the shareholders of Proposal No. 9 (the Share Consolidation), and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company's board of directors may determine in its sole discretion, to adopt a third amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex C), in substitution for and to the exclusion of, the memorandum of association of the Company in effect immediately prior to effectiveness of the Share Consolidation. |
What are the recommendations of the Board of Directors?
THE BOARD OF DIRECTORS HAS DETERMINED THAT THE ELECTION OF DIRECTORS, THE FILING OF REGISTRATION STATEMENT, THE AUTHORIZATION OF PREFERRED
SHARES, THE SECOND AMENDMENT OF MEMORANDUM AND ARTICLES, THE SHARE CONSOLIDATION AND THE THIRD AMENDMENT OF MEMORANDUM ARE ADVISABLE
AND IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND HAS UNANIMOUSLY APPROVED THE PROPOSALS DESCRIBED HEREIN. THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" ALL OF THESE PROPOSALS.
When and where will the Meeting be held?
Meeting will be held on September 23, 2022 at 10:00 a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development
Zone, Ji'an City, Jiangxi 343100, the People's Republic of China.
Who is entitled to vote at the Meeting?
record date for the Meeting is August 11, 2022. Only holders of ordinary shares of the Company as of the close of business on the record
date are entitled to both notice of, and to vote at, the Meeting or any adjournment or postponement thereof. As of the record date, there
were 21,750,000 ordinary shares outstanding. Each ordinary share that you own entitles you
What constitutes a quorum for the Meeting?
the Meeting, one or more shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation)
by its duly authorized representative representing not less than one-third (1/3) of all voting power of the Company's share capital
in issue throughout the Meeting shall form a quorum.
How many votes are required to approve the proposals?
approval of Proposals No. 1, 2, 3, 4, 5, 7 and 9 require the affirmative vote of a simple majority of votes cast by shareholders as,
being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative.
The approval of Proposals No. 8 and 10 require the affirmative vote of not less than a two-thirds majority of votes cast by shareholders
as, being entitled to do so, by a vote in person, by proxy, or, in the case of a shareholder being a corporation, by its duly authorized
representative. A properly executed proxy card marked "Abstain" with respect to this proposal will not be voted.
No. 8 is entirely conditional upon shareholder approval of Proposal No. 7. Proposal No. 10 is entirely conditional upon shareholder approval
How do the shareholders vote?
shareholders have three voting options. You may vote using one of the following methods:
| (1) | By Internet, which the Company encourages if you have Internet access, at www.transhare.com; | |
| (2) | By email at akotlova@bizsolaconsulting.com; |
How can I attend the Meeting?
Meeting is open to all holders of the Company's ordinary shares as of the record date and all duly appointed proxyholders. You
may attend the Meeting in person at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji'an City, Jiangxi