Full Press Release Details
Universe Pharmaceuticals INC
(incorporated in the Cayman Islands with limited liability)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE 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 July 3, 2023, 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.
The 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 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 );
5. to re-elect Yongping Yu as a director of the Company to hold office until the next annual general meeting of the Company, to serve the Company as the (the Election of Yongping Yu , and together with the Election of Gang Lai, the Election of Lin Yang, the Election Jiawen Pang, and the Election of Ding Zheng, the Election of Directors );
6. to approve the increase of the Company' s authorized share capital, effective immediately, from US$312,500 divided into 90,000,000 Ordinary Shares of par value US$0.003125 each and 10,000,000 preferred shares (the Preferred Shares ) of par value US$0.003125 each, to US$3,125,000 divided into 900,000,000 Ordinary Shares of par value US$0.003125 each and 100,000,000 Preferred Shares of par value US$0.003125 each (the Increase of Share Capital );
7. that, subject to approval by the shareholders of Proposal No. 6 (the Increase of Share Capital),the Company adopt a third amended and restated memorandum of association to reference the increased authorized share capital (in the form set out in Annex A), in substitution for and to the exclusion of, the memorandum of association of the Company currently in effect (the Third Amendment of Memorandum );
8. 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
9. that, subject to approval by the shareholders of Proposal No. 8 (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 fourth amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex B), 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 Fourth Amendment of Memorandum ).
The Company's board of directors has fixed the close of business on May 24, 2023 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.
Shareholders may obtain a copy of the proxy materials, including the Company's 2022 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 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.
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 of shareholders (the Meeting ) of the Company to be held on July 3, 2023, 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.
Registered 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 the Meeting.
Only holders of the Ordinary Shares of the Company of record at the close of business on May 24, 2023 (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 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.
PROPOSALS TO BE VOTED ON
At 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 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 );
5. as an ordinary resolution, to re-elect Yongping Yu as a director of the Company to hold office until the next annual general meeting of the Company (the Election of Yongping Yu , and together with the Election of Gang Lai, the Election of Lin Yang, the Election Jiawen Pang, and the Election of Ding Zheng, the Election of Directors );
6. to approve the increase of the Company' s authorized share capital, effective immediately, from US$312,500 divided into 90,000,000 Ordinary Shares of par value US$0.003125 each and 10,000,000 Preferred Shares of par value US$0.003125 each, to US$3,125,000 divided into 900,000,000 Ordinary Shares of par value US$0.003125 each and 100,000,000 Preferred Shares of par value US$0.003125 each (the Increase of Share Capital );
7. as a special resolution that, subject to approval by the shareholders of Proposal No. 6 (the Increase of Share Capital), the Company adopt a third amended and restated memorandum of association to reference the increased authorized share capital (in the form set out in Annex A), in substitution for and to the exclusion of, the memorandum of association of the Company currently in effect (the Third Amendment of Memorandum );
8. 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
9. as a special resolution that, subject to approval by the shareholders of Proposal No. 8 (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 fourth amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex B), 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 Fourth Amendment of Memorandum ).
The Board of Directors recommends a vote FOR each of the Proposals No. 1 to No. 9.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders 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 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.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant 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, 2022 (the 2022 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 2022 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 2022 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.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 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.
Q: Why am I receiving this proxy statement?
A: The Company is holding its annual general meeting of shareholders to approve the Election of Directors, the Increase of Share Capital, the Third Amendment of Memorandum (to reference increased authorized share capital, if the Increase of Share Capital is approved by shareholders), the Share Consolidation and the Fourth Amendment of Memorandum (to reflect the Share Consolidation, if approved by shareholders and subsequently implemented by the Board of Directors).
The 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.
Q: What proposals are the shareholders being asked to consider?
A: The 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 Ding Zheng as a director of the Company to hold office until the next annual general meeting of the Company;
5. to re-elect Yongping Yu as a director of the Company to hold office until the next annual general meeting of the Company;
6. to approve the increase of the Company' s authorized share capital, effective immediately, from US$312,500 divided into 90,000,000 Ordinary Shares of par value US$0.003125 each and 10,000,000 Preferred Shares of par value US$0.003125 each, to US$3,125,000 divided into 900,000,000 Ordinary Shares of par value US$0.003125 each and 100,000,000 Preferred Shares of par value US$0.003125 each;
7. subject to approval by the shareholders of Proposal No. 6 (the Increase of Share Capital), to adopt a third amended and restated memorandum of association to reference the increased authorized share capital (in the form set out in Annex A), in substitution for and to the exclusion of, the memorandum of association of the Company currently in effect;
8. 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
9. subject to approval by the shareholders of Proposal No. 8 (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 fourth amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex B), 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.
Q: What are the recommendations of the Board of Directors?
A: THE BOARD OF DIRECTORS HAS DETERMINED THAT THE ELECTION OF DIRECTORS, THE INCREASE OF SHARE CAPITAL, THE THIRD AMENDMENT OF MEMORANDUM, THE SHARE CONSOLIDATION AND THE FOURTH 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.
Q: When and where will the Meeting be held?
A: The Meeting will be held on July 3, 2023 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.
Q: Who is entitled to vote at the Meeting?
A: The Record Date for the Meeting is May 24, 2023. 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 to one vote.
Q: What constitutes a quorum for the Meeting?
A: At 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.
Q: How many votes are required to approve the proposals?
A: The approval of Proposals No. 1, 2, 3, 4, 5, 6 and 8 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. 7 and 9 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.
Proposal No. 7 is entirely conditional upon shareholder approval of Proposal No. 6. Proposal No. 9 is entirely conditional upon shareholder approval of Proposal No. 8.
Q: How do the shareholders vote?
A: The 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;
(3) By phone at (727) 269-5616; or
(4) By mail or deposit to Attn: Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140, Clearwater FL 33764.
Q: How can I attend the Meeting?
A: The 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 343100, China.
Q: May shareholders ask questions at the Meeting?
A: Yes. Representatives of the Company will answer questions of general interest at the end of the Meeting.
Q: If my shares are held in street name by a broker or other nominee, will my broker or nominee vote my shares for me?
A: Your broker or other nominee does not have authority to vote on non-routine matters. All of the proposals presented at the Meeting are considered non-routine matters. Your broker or other nominee will vote your shares held by it in street name with respect to these matters only if you provide instructions to it on how to vote.
Q: What if I do not vote on the matters relating to the proposals?
A: If you fail to vote or fail to instruct your broker or other nominee how to vote on any of the proposals, it will have no effect on such proposals. It will be treated as a non-vote .
Q: May I change my vote after I have delivered my proxy or voting instruction card?
A: Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may do this in one of three ways:
1. by sending a completed proxy card bearing a later date than your original proxy card and mailing it so that it is received prior to the Meeting;
2. by logging on to the Internet website specified on your proxy card in the same manner you would submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or
3. by attending the Meeting in person at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji'an City, Jiangxi 343100, the People's Republic of China, and casting your votes.
Your attendance alone will not revoke any proxy.
If your shares are held in an account at a broker or other nominee, you should contact your broker or other nominee to change your vote.
Q: Do I have appraisal rights?
A: The shareholders do not have appraisal rights with respect to the matters to be voted upon at the Meeting.
Q: Whom should I call if I have questions about the proxy materials or voting procedures?
A: If you have questions about the proposals, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact Universe Pharmaceuticals INC, 265 Jingjiu Avenue, Jinggangshan Economic and Technological Development Zone, Ji'an, Jiangxi Province, People's Republic of China, or call +(86)-0796-8403309. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.
Q: What do I need to do now?
A: After carefully reading and considering the information contained in this proxy statement, please vote your shares as soon as possible, so that your shares will be represented at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.
Q: Who is paying for the expenses involved in preparing and mailing this proxy statement?
A: All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid for by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company's officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and the Company may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.
PROPOSALS NO. 1 THROUGH NO. 5