Full Press Release Details
Universe Pharmaceuticals INC
(incorporated in the Cayman Islands with limited liability)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the Meeting ) of shareholders of Universe Pharmaceuticals INC (the Company ) will be held on March 1, 2025 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 purpose of considering, and if thought fit, passing, the following resolutions:
1. It is resolved, as an ordinary resolution, that:
i. conditional upon the approval of the board of directors of the Company (the Board ) in its sole discretion, with effect as of the date the Board may determine (the Effective Date ):
a. the authorised, issued and outstanding shares of the Company (each a Share , collectively, the Shares ) be consolidated by consolidating each 50 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 20, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation );
b. no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
c. any change to the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion;
ii. the Effective Date must be a date before the Company's next annual general meeting of shareholders; and
iii. any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
2. It is resolved as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company's then existing memorandum of association, to reflect the Share Consolidation (the Amendment and Restatement of the MoA )
The Company's board of directors has fixed the close of business on January 28, 2025 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. 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 and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials, including the Company's 2023 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. A proxyholder need not be a shareholder of the Company.
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, 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.
| 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
EXTRAORDINARY 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 extraordinary general meeting of shareholders (the Meeting ) of the Company to be held on March 1, 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. Beneficial shareholders who hold ordinary shares of par value US$0.28125 each of the Company (the 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.
As the Company does not have any preferred shares issued and outstanding, only holders of the Ordinary Shares of the Company of record at the close of business on January 28, 2025 (the Record Date ) are entitled to attend and vote at the Meeting or at any adjournment thereof. One or more shareholders holding Ordinary Shares that represent not less than one-third of the outstanding Ordinary Shares carrying the right to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies 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. It is resolved, as an ordinary resolution, that:
i. conditional upon the approval of the board of directors of the Company (the Board ) in its sole discretion, with effect as of the date the Board may determine (the Effective Date ):
a. the authorised, issued and outstanding shares of the Company (each a Share , collectively, the Shares ) be consolidated by consolidating each 50 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 20, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation );
b. no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
c. any change to the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion;
ii. the Effective Date must be a date before the Company's next annual general meeting of shareholders; and
iii. any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
2. It is resolved as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company's then existing memorandum of association, to reflect the Share Consolidation (the Amendment and Restatement of the MoA )
The Board of Directors recommends a vote FOR each of the Proposals No. 1 and No. 2.
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 this proxy statement (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, Bayside Center 1, 17755 North US Highway 19, 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, 2023 (the 2023 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 2023 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 2023 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 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji'an City, Jiangxi 343100, People's Republic of China.
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
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 extraordinary general meeting of shareholders to approve the Share Consolidation and (subject to the Share Consolidation being effected) the Amendment and Restatement of the MoA to reflect the Share Consolidation, if approved by shareholders and subsequently implemented by the Board of Directors prior to the next annual general meeting of shareholders of the Company.
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 to pass the following resolutions:
1. It is resolved, as an ordinary resolution, that:
iv. conditional upon the approval of the board of directors of the Company (the Board ) in its sole discretion, with effect as of the date the Board may determine (the Effective Date ):
a. the authorised, issued and outstanding shares of the Company (each a Share , collectively, the Shares ) be consolidated by consolidating each 50 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 20, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation );
b. no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
c. any change to the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion;
v. the Effective Date must be a date before the Company's next annual general meeting of shareholders; and
vi. any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
2. It is resolved as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company's then existing memorandum of association, to reflect the Share Consolidation (the Amendment and Restatement of the MoA )
Q: What are the recommendations of the Board of Directors?
A: THE BOARD OF DIRECTORS HAS DETERMINED THAT THE SHARE CONSOLIDATION, AND THE AMENDMENT AND RESTATEMENT OF THE MOA 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 BOTH PROPOSALS.
Q: When and where will the Meeting be held?
A: The Meeting will be held on March 1, 2025 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 January 28, 2025. As the Company does not have any preferred shares issued and outstanding, 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 8,661,184 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 the outstanding shares carrying the right to vote at the Meeting shall form a quorum.
Q: How many votes are required to approve the proposals?
A: The approval of Proposal No. 1 requires 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 Proposal No. 2 requires 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. 2 is entirely conditional upon shareholder approval of Proposal No. 1 and the Board resolving to effect the Share Consolidation.
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 Proxy@Transhare.com;
(3) By fax at (727) 269-5616; or
(4) By mail or deposit to Attn: Proxy Team, 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, People's Republic of 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. Both 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 either in person or by proxy, it will have no effect on such proposals.
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.
To consider and approve a proposal to authorize the Board of Directors to effect a consolidation of the Company's authorized and issued shares on a date prior to the next annual general meeting of the Company as the Board of Directors may determine in its sole discretion, at a ratio of no less than 20-for-1 and no greater than 50-for-1, to be determined by the Board of Directors in its sole discretion.
The Board of Directors believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to approve giving the Board of Directors discretion to effect a share consolidation of the Company's authorized and issued shares, at a ratio of no less than 20-for-1 and no greater than 50-for-1, to be determined by the Board of Directors in its sole discretion (the Share Consolidation ), on such date as the Board of Directors shall determine and no later than the next annual general meeting of the Company (the Effective Date ).