Full Press Release Details
JIN MEDICAL INTERNATIONAL LTD.
No. 33 Lingxiang Road, Wujin District
Changzhou City, Jiangsu Province
People's Republic of China
NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held at 10:00 p.m. Beijing Time on January 30, 2026
(9:00 a.m. Eastern Time on January 30, 2026)
(Record Date December 30, 2025)
To the Shareholders of Jin Medical International Ltd.:
This notice to shareholders is furnished in connection with the solicitation of proxies by the Board of Directors (the Board ) of Jin Medical International Ltd. (the Company ) at the 2026 extraordinary general meeting of shareholders of the Company (the Meeting ) and at all adjournments and postponements thereof. The Meeting will be held at 10:00 p.m. Beijing Time on January 30, 2026 (January 30, 2026, at 9:00 a.m., Eastern Time), at No. 33 Lingxiang Road, Wujin District, Changzhou City, Jiangsu Province, People's Republic of China, to consider and, if thought fit, passing and approving the following proposals:
1. a proposal to approve, by special resolution, with immediate effect ( Proposal One ), that:
a. the Company's authorized share capital be increased from US$50,000 divided into 1,000,000,000 Ordinary Shares of par value US$0.00005 per share (the Ordinary Shares ) to an aggregate of (i) US$50,000 divided into 1,000,000,000 Ordinary Shares of par value US$0.00005 per share and (ii) US$50,000 divided into 900,000,000 Class A Ordinary Shares of par value US$0.00005 per share with one (1) vote per share and 100,000,000 Class B Ordinary Shares of par value US$0.00005 per share with thirty (30) votes per share, with all Class B Ordinary Shares convertible, at the option of the holder thereof, into the number of fully paid and non-assessable Class A Ordinary Shares on a one-for-one basis by the creation of an additional 1,000,000,000 shares of a par value of US$0.00005 each consisting of (a) 900,000,000 Class A ordinary shares of a par value of US$0.00005 each (the Class A Ordinary Shares ) and (b) 100,000,000 Class B ordinary shares of a par value of US$0.00005 each (the Class B Ordinary Shares ) (the Increase in Authorized Share Capital );
b. immediately following the Increase in Authorized Share Capital, (a) an aggregate of approximately 136,547,100 Class A Ordinary Shares be issued to all the shareholders of the Company and each shareholder will be issued such number of Class A Ordinary Shares pro-rata to the existing shareholding ratio of the Company, except for Jolly Harmony Enterprises Limited ( Jolly Harmony ) (the Issue of Class A Ordinary Shares ) and (b) an aggregate of approximately 20,000,000 Class B Ordinary Shares be issued to Jolly Harmony (the Issue of Class B Ordinary Shares , together with the Issue of Class A Ordinary Shares, the Issue of Dual Class Shares ); for the avoidance of doubt, the issue of Class A Ordinary Shares or Class B Ordinary Shares to each shareholder as applicable shall not affect each shareholder's shareholding percentage out of the total issued share capital of the Company;
c. immediately following the Issue of Dual Class Shares, the approximately 156,547,100 issued Ordinary Shares (the Issued Ordinary Shares ) in the Company currently held by all the shareholders be repurchased by the Company out of the proceeds received from the Issue of Dual Class Shares, the Issued Ordinary Shares be cancelled simultaneously upon the repurchase (the Repurchase of Shares );
d. immediately following the Repurchase of Shares, the authorized but unissued share capital of the Company be reduced by the cancellation of 1,000,000,000 ordinary shares of a par value of US$0.00005 each (the Cancellation of Shares ); and
e. immediately following the Cancellation of Shares, the authorized share capital of the Company be US$50,000 divided into 900,000,000 Class A Ordinary Shares of par value US$0.00005 per share with one (1) vote per share and 100,000,000 Class B Ordinary Shares of par value US$0.00005 per share with thirty (30) votes per share (the Change of Authorized Share Capital ).
2. a proposal to approve, by special resolution, subject to and immediately following the Change of Authorized Share Capital being approved and effected, the Company adopt the second amended and restated memorandum and articles of association ( A&R M&A ), substantially in the form of Appendix A attached hereto, in substitution for, and to the exclusion of, the Company's existing amended and restated memorandum and articles of association, to reflect the creation of a dual class share capital structure following the Change of Authorized Share Capital ( Proposal Two );
3. a proposal to approve, by ordinary resolution, subject to and immediately following the Change of Authorized Share Capital being approved and effected ( Proposal Three ):
a. conditional upon the Board's determination to effectuate a consolidation of all of the authorized shares of the Company and on a date within two (2) years from the date of the Meeting when the closing market price per the Company's Class A Ordinary Shares is less than US$1.00, or on such date as the Board deems advisable and may determine in its absolute discretion, each twenty (20) Ordinary Shares of a par value of US$0.00005 each be consolidated into one (1) Ordinary Share of a par value of US$0.001 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 45,000,000 Class A Ordinary Shares of a par value of US$0.001 each, and 5,000,000 Class B Ordinary Shares of a par value of US$0.001 each (the First Share Consolidation );
b. subsequently following the First Share Consolidation, conditional upon the Board's determination to effectuate a consolidation of all of the authorized shares of the Company and on a date within two (2) years from the date of the Meeting when the closing market price per the Company's Class A Ordinary Share is less than US$1.00, or on such date as the Board deems advisable and may determine in its absolute discretion, each ten (10) Ordinary Shares of a par value of US$0.001 each be consolidated into one (1) Ordinary Share of a par value of US$0.01 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 4,500,000 Class A Ordinary Shares of a par value of US$0.01 each, and 500,000 Class B Ordinary Shares of a par value of US$0.01 each (the Second Share Consolidation );
c. subsequently following the Second Share Consolidation, conditional upon the Board's determination to effectuate a consolidation of all of the authorized shares of the Company and on a date within two (2) years from the date of the Meeting when the closing market price per the Company's Class A Ordinary Share is less than US$1.00, or on such date as the Board deems advisable and may determine in its absolute discretion, each two (2) Ordinary Shares of a par value of US$0.01 each be consolidated into one (1) Ordinary Share of a par value of US$0.02 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 2,250,000 Class A Ordinary Shares of a par value of US$0.02 each, and 250,000 Class B Ordinary Shares of a par value of US$0.02 each (the Third Share Consolidation , and together with the First Share Consolidation and the Second Share Consolidation, the Share Consolidations .)
4. a proposal to approve and ratify, by ordinary resolution, the adoption of the 2026 Equity Incentive Plan (the Plan ), substantially in the form attached hereto as Appendix B and granting to the Board the authority to issue up to a maximum of 13,000,000 Class A Ordinary Shares pursuant to the Plan as equity awards to certain directors, officers, managers, employees, consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its affiliates, with the exact allocation and timing of grants to be determined at the sole discretion of the Board in accordance with the terms and conditions set forth in the Plan ( Proposal Four ); and
5. a proposal to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals ( Proposal Five ).
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.
Holders of record of the Company's ordinary shares of a par value of US$0.00005 each ( Ordinary Shares ) at the close of business on December 30, 2025 Eastern time (the Record Date ) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each Ordinary Share entitles the holder thereof to one vote.
Your vote is important, regardless of the number of Ordinary Shares you own. Whether or not you plan to attend the Meeting in person, it is strongly recommended that you complete the enclosed proxy card in accordance with the instructions on the proxy card before the date of the Meeting, to ensure that your Ordinary Shares will be represented at this Meeting if you are unable to attend.
This notice and the accompanying proxy card is first being mailed to shareholders of the Company on or about January 12, 2026.
You are urged to review carefully the information contained in this notice prior to deciding how to vote your Ordinary Shares.
| By Order of the Board, | ||
| /s/ Erqi Wang | ||
| Erqi Wang | ||
| Director and Chief Executive Officer | ||
| January 12, 2026 |
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED FOR EACH OF THE PROPOSALS.
Important Notice Regarding the Availability of Proxy Materials
for the 2026 Extraordinary General Meeting to Be Held at 10:00 p.m. Beijing Time on January 30, 2026
(9:00 a.m. Eastern Time on January 30, 2026)
The Notice of 2026 Extraordinary General Meeting and Proxy Card are available at www.sec.gov.
JIN MEDICAL INTERNATIONAL LTD.
Notice to Shareholders
2026 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held at 10:00 p.m. Beijing Time on January 30, 2026
(9:00 a.m. Eastern Time on January 30, 2026) at
No. 33 Lingxiang Road, Wujin District, Changzhou City, Jiangsu Province, People's Republic of China
QUESTIONS AND ANSWERS ABOUT THIS NOTICE
Why am I receiving this notice?
This notice describes the proposals on which our Board would like you, as a shareholder, to vote upon at the Meeting, which will take place at 10:00 p.m. Beijing Time on January 30, 2026 (9:00 a.m. Eastern Time on January 30, 2026), at No. 33 Lingxiang Road, Wujin District, Changzhou City, Jiangsu Province, People's Republic of China.
Shareholders are being asked to consider and, if thought fit, passing and approving the proposals to (i) approve the Change of Authorized Share Capital; (ii) adopt the second amended and restated memorandum and articles of association; (iii) approve the Share Consolidations; (iv) approve and ratify the adoption of 2026 Equity Incentive Plan; and (v) adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.
This notice and the accompanying proxy card also gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this notice and the accompanying proxy card.
In this notice and the accompanying proxy card, we refer to Jin Medical International Ltd. as the Company , we , us or our.
Who can vote at this Meeting?
Shareholders who are registered holders of our Ordinary Shares, on December 30, 2025 (the Record Date ) may attend and vote at this Meeting. There were 156,547,100 Ordinary Shares issued and outstanding on December 30, 2025. All Ordinary Shares shall have one vote per share.
What is the proxy card?
The card enables you to appoint a proxy, or if no proxy is indicated on the proxy form, each of Erqi Wang, the Chief Executive Officer and Director of the Company, and Ziqiang Wang, the Chief Financial Officer and Director of the Company, as your representative at this Meeting. By completing and returning the proxy card, you are authorizing this representative to vote your Ordinary Shares at the Meeting in accordance with your instructions indicated on the proxy card. This way, your Ordinary Shares will be voted whether or not you attend this Meeting. Whether or not you plan to attend this Meeting, it is strongly recommended to complete and return your proxy card before this Meeting date just in case your plans change. Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the Meeting and vote your Ordinary Shares in person.
How does the Board recommend that I vote?
Our Board unanimously recommends that shareholders vote FOR each of the proposals.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Certain of our shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record/Registered Shareholders
If, on the Record Date, your shares were registered directly in your name on the register of members of the Company, you are a shareholder of record who may vote directly at the Meeting, and we are sending these proxy materials directly to you. As the shareholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date, sign and return the enclosed proxy card to ensure that your vote is counted. Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the Meeting and vote your Ordinary Shares in person.
If, on the Record Date, your Ordinary Shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of Ordinary Shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered the shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your Ordinary Shares and to attend the Meeting. However, since you are not the shareholder of record, you may not vote these Ordinary Shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this notice and the accompanying proxy card; however, you will not be able to vote in person at the Meeting.
If you were a shareholder of record of the Company's Ordinary Shares on the Record Date, you may vote in person at the Meeting or by submitting a proxy. Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the Meeting and vote your Ordinary Shares in person. Each Ordinary Share that you own in your name entitles you to one vote, in each case, on the applicable proposals.
(1) You may submit your proxy online. You may submit your proxy by visiting www.Transhare.com, clicking on Vote Your Proxy, and entering your control number. Your vote online must be received by 10:00 p.m. Beijing Time on January 30, 2026 (9:00 a.m. Eastern Time on January 30, 2026).
(2) You may submit your proxy by email. You may submit your proxy by completing, signing, and dating your proxy card and returning a scanned copy of your proxy card by emailing to Proxy@Transhare.com. Your vote by email must be received by 10:00 p.m. Beijing Time on January 30, 2026 (9:00 a.m. Eastern Time on January 30, 2026).
(3) You may submit your proxy by fax. You may submit your proxy by completing, signing, and dating your proxy card and returning a scanned copy of your proxy card by fax to 1.727. 269.5616. Your vote by fax must be received by 10:00 p.m. Beijing Time on January 30, 2026 (9:00 a.m. Eastern Time on January 30, 2026).
(4) You may submit your proxy by mail. You may submit your proxy by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope by mail. If we receive your proxy card prior to this Meeting and if you mark your voting instructions on the proxy card, your shares will be voted in accordance with your instructions. Your vote by mail must be received by 10:00 p.m. Beijing Time on January 30, 2026 (9:00 a.m. Eastern Time on January 30, 2026).
You may mail your proxy card to the following address:
Proxy Team, Transhare Corporation, Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764.
(5) You may vote in person at the Meeting. We will pass out written ballots to any shareholder of record who wants to vote at the Meeting.
If I plan on attending the Meeting, should I return my proxy card?
Yes. Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this notice and the accompanying proxy card, please complete and sign your proxy card, then return the proxy card in the pre-addressed, postage-paid envelope provided in accordance with the instructions on the proxy card or by email or by fax as soon as possible so your shares may be represented at the Meeting.
May I change my mind after I return my proxy?
Yes. You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:
- sending a written notice to Proxy Team, Transhare Corporation, Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764 stating that you would like to revoke your proxy of a particular date;
- signing another proxy card with a later date and returning it to Proxy Team, Transhare Corporation, Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764 before the polls close at this Meeting; or
- attending this Meeting and voting in person.
What does it mean if I receive more than one proxy card?
You may have multiple accounts with brokerage firms. Please sign and return all proxy cards to ensure that all of your Ordinary Shares are voted.
What happens if I do not indicate how to vote my proxy?
We encourage you to examine your proxy card closely to make sure you are voting all of your Ordinary Shares in the Company. Signed and dated proxies received by the Company without an indication of how the shareholder desires to vote on a proposal will be voted in favor of each proposal presented to the shareholders.
Will my shares be voted if I do not sign and return my proxy card?
If you do not sign and return your proxy card, your shares will not be voted unless you vote in person at this Meeting.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.
Where do I find the voting results of this Meeting?
We will file a Current Report on Form 6-K with the Securities and Exchange Commission (the SEC ) reporting the voting results.
Who can help answer my questions?
You can contact the Company at ir@zhjmedical.com with any questions about proposals described in this notice and the accompanying proxy card or how to execute your vote.
THE 2026 EXTRAORDINARY GENERAL MEETING
We are furnishing this notice and the accompanying proxy card to you, as a shareholder of Jin Medical International Ltd., as part of the solicitation of proxies by our Board for use at the Meeting to be held on January 30, 2026 at 10:00 p.m. Beijing Time (9:00 a.m. Eastern Time on January 30, 2026), and any adjournment or postponement thereof. This notice and the accompanying proxy card is first being furnished to shareholders on or about January 12, 2026. This notice and the accompanying proxy card provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Meeting.
Date, Time and Place of the Meeting
The Meeting will be held at 10:00 p.m. Beijing Time on January 30, 2026 (9:00 a.m. Eastern Time on January 30, 2026), at No. 33 Lingxiang Road, Wujin District, Changzhou City, Jiangsu Province, People's Republic of China, or such other date, time and place to which the Meeting may be adjourned or postponed.
Purpose of the Meeting
At the Meeting, the Company will ask shareholders to consider and vote upon the following proposals:
1. a proposal to approve, by special resolution, with immediate effect ( Proposal One ), that:
a. the Company's authorized share capital be increased from US$50,000 divided into 1,000,000,000 Ordinary Shares of par value US$0.00005 per share (the Ordinary Shares ) to an aggregate of (i) US$50,000 divided into 1,000,000,000 Ordinary Shares of par value US$0.00005 per share and (ii) US$50,000 divided into 900,000,000 Class A Ordinary Shares of par value US$0.00005 per share with one (1) vote per share and 100,000,000 Class B Ordinary Shares of par value US$0.00005 per share with thirty (30) votes per share, with all Class B Ordinary Shares convertible, at the option of the holder thereof, into the number of fully paid and non-assessable Class A Ordinary Shares on a one-for-one basis by the creation of an additional 1,000,000,000 shares of a par value of US$0.00005 each consisting of (a) 900,000,000 Class A ordinary shares of a par value of US$0.00005 each (the Class A Ordinary Shares ) and (b) 100,000,000 Class B ordinary shares of a par value of US$0.00005 each (the Class B Ordinary Shares ) (the Increase in Authorized Share Capital );
b. immediately following the Increase in Authorized Share Capital, (a) an aggregate of approximately 136,547,100 Class A Ordinary Shares be issued to all the shareholders of the Company and each shareholder will be issued such number of Class A Ordinary Shares pro-rata to the existing shareholding ratio of the Company, except for Jolly Harmony Enterprises Limited ( Jolly Harmony ) (the Issue of Class A Ordinary Shares ) and (b) an aggregate of approximately 20,000,000 Class B Ordinary Shares be issued to Jolly Harmony (the Issue of Class B Ordinary Shares , together with the Issue of Class A Ordinary Shares, the Issue of Dual Class Shares ); for the avoidance of doubt, the issue of Class A Ordinary Shares or Class B Ordinary Shares to each shareholder as applicable shall not affect each shareholder's shareholding percentage out of the total issued share capital of the Company;
c. immediately following the Issue of Dual Class Shares, the approximately 156,547,100 issued Ordinary Shares (the Issued Ordinary Shares ) in the Company currently held by all the shareholders be repurchased by the Company out of the proceeds received from the Issue of Dual Class Shares, the Issued Ordinary Shares be cancelled simultaneously upon the repurchase (the Repurchase of Shares );
d. immediately following the Repurchase of Shares, the authorized but unissued share capital of the Company be reduced by the cancellation of 1,000,000,000 ordinary shares of a par value of US$0.00005 each (the Cancellation of Shares ); and
e. immediately following the Cancellation of Shares, the authorized share capital of the Company be US$50,000 divided into 900,000,000 Class A Ordinary Shares of par value US$0.00005 per share with one (1) vote per share and 100,000,000 Class B Ordinary Shares of par value US$0.00005 per share with thirty (30) votes per share (the Change of Authorized Share Capital ).
2. a proposal to approve, by special resolution, subject to and immediately following the Change of Authorized Share Capital being approved and effected, the Company adopt the second amended and restated memorandum and articles of association ( A&R M&A ), substantially in the form of Appendix A attached hereto, in substitution for, and to the exclusion of, the Company's existing amended and restated memorandum and articles of association, to reflect the creation of a dual class share capital structure following the Change of Authorized Share Capital ( Proposal Two );
3. a proposal to approve, by ordinary resolution, subject to and immediately following the Change of Authorized Share Capital being approved and effected ( Proposal Three ):
a. conditional upon the Board's determination to effectuate a consolidation of all of the authorized shares of the Company and on a date within two (2) years from the date of the Meeting when the closing market price per the Company's Class A Ordinary Shares is less than US$1.00, or on such date as the Board deems advisable and may determine in its absolute discretion, each twenty (20) Ordinary Shares of a par value of US$0.00005 each be consolidated into one (1) Ordinary Share of a par value of US$0.001 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 45,000,000 Class A Ordinary Shares of a par value of US$0.001 each, and 5,000,000 Class B Ordinary Shares of a par value of US$0.001 each (the First Share Consolidation );
b. subsequently following the First Share Consolidation, conditional upon the Board's determination to effectuate a consolidation of all of the authorized shares of the Company and on a date within two (2) years from the date of the Meeting when the closing market price per the Company's Class A Ordinary Share is less than US$1.00, or on such date as the Board deems advisable and may determine in its absolute discretion, each ten (10) Ordinary Shares of a par value of US$0.001 each be consolidated into one (1) Ordinary Share of a par value of US$0.01 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 4,500,000 Class A Ordinary Shares of a par value of US$0.01 each, and 500,000 Class B Ordinary Shares of a par value of US$0.01 each (the Second Share Consolidation );