Full Press Release Details
Zhengye Biotechnology Holding Limited
Notice of 2026 Annual General Meeting of Shareholders
To Be Held on March 24, 2026 at 8:00 a.m. ET
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the Meeting ) of holders of ordinary shares of a par value of US$0.000025 each (the Ordinary Shares ) of Zhengye Biotechnology Holding Limited (the Company ) will be held at No. 1 Lianmeng Road, Jilin Economic & Technical Development Zone Jilin City, Jilin Province, China, on March 24, 2026 at 8:00 a.m. ET, with the ability given to the shareholders to join virtually via live audio webcast at www.virtualshareholdermeeting.com/ZYBT2026. Registered shareholders, as well as duly appointed proxyholders will be able to attend, participate, and vote at the Meeting.
Registered Shareholders and duly appointed proxyholders will be able to attend, participate, and vote at the Meeting or any adjournment thereof in person or at www.virtualshareholdermeeting.com/ZYBT2026 in real time. 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.
Only shareholders of record at the close of business on February 12, 2026 (the Record Date ) are entitled to attend and vote at the Meeting or at any adjournment thereof. Two (2) 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 in nominal value 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. Shareholders of the Ordinary Shares shall vote together as one class on the resolutions submitted to a vote at the Meeting. Each shareholder shall be entitled to one vote in respect of each Ordinary Share held by such shareholder on the Record Date.
Capitalized terms not otherwise defined here have the meaning given to them in the Company's currently effective memorandum and articles of association.
The Meeting and any or all adjournments thereof will be held to consider and vote on the following proposals:
1. The Election of Two Director Candidates
2. The Re-election of Certain Current Directors
3. The Share Reclassification
4. The Share Consolidation
5. The Adoption of the New Memorandum and Articles of Association of the Company
The foregoing items are described in the proxy statement accompanying this notice. The board of directors of the Company (the Board of Directors ) unanimously recommends that the shareholders vote FOR for these proposals.
The Board of Directors has fixed the close of business on February 12, 2026, ET 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 the shareholders 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 from the Company's website at http://ir.jlzybio.com.
Each shareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder, and a proxyholder need not be a shareholder.
Management is soliciting proxies. 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 and vote it (i) online at www.proxyvote.com, (ii) by phone at 1-800-690-6903, or (iii) by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
For the proxy to be valid, the duly completed and signed form of proxy must be received no later than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance with the currently effective memorandum and articles of association of the Company. A shareholder may appoint as his, her or its proxy a person other than those named in the enclosed form of proxy. For the avoidance of doubt, the proxy need not be a shareholder of the Company.
| By Order of the Board of Directors, | ||
| / s / Zhenfa Han | ||
| Zhenfa Han | ||
| Chairman of the Board of Directors |
Zhengye Biotechnology Holding Limited
Annual General Meeting of Shareholders
The board of directors (the Board of Directors ) of Zhengye Biotechnology Holding Limited (the Company ) is soliciting proxies for the annual general meeting of shareholders of the Company (the Meeting ) to be held on March 24, 2026 at 8:00 a.m. ET. The Company will hold the Meeting at No. 1 Lianmeng Road, Jilin Economic & Technical Development Zone Jilin City, Jilin Province, China. Shareholders will be able to attend in person and via live audio webcast online at www.virtualshareholdermeeting.com/ZYBT2026.
Registered shareholders and duly appointed proxyholders will be able to attend, participate, and vote at the Meeting in real time. Beneficial shareholders who hold their ordinary shares of a par value of US$0.000025 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.
Only holders of the Ordinary Shares of record at the close of business on February 12, 2026, ET (the Record Date ) are entitled to attend and vote at the Meeting or at any adjournment thereof. Two (2) 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 in nominal value 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 shall be entitled to one vote in respect of each Ordinary Share held by such shareholder on the Record Date.
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.
PROPOSALS TO BE VOTED ON
1. The Election of Two Director Candidates
2. The Re-election of Certain Current Directors
3. The Share Reclassification
4. The Share Consolidation
5. The Adoption of the New Memorandum and Articles of Association of the Company
The Board of Directors recommends a vote FOR each of the Proposals No. 1 to No. 5.
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 and vote it (i) online at www.proxyvote.com, (ii) by phone at 1-800-690-6903, or (iii) by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
THE ELECTION OF TWO DIRECTOR CANDIDATES
Two director candidates named below will seek election at the Meeting.
The Company's corporate governance and nominating committee recommends, and the Board of Directors concurs, that each director candidate be elected. Each director to be elected will hold office until the next annual general meeting of shareholders or until his appointment is otherwise terminated in accordance with the articles of association of the Company.
Mr. Qiyi Hu has extensive experience in corporate management. He has served as the chairman of Rongshi (Beijing) Technology Co., Ltd. since January 2019, a company that operates an agriculture-focused business education and industry services platform providing executive training, advisory programs, and industry research designed to enhance the management capabilities, strategic decision-making, and growth of agricultural enterprises. In this role, he oversees strategic planning, team management, and business development. Mr. Hu obtained a bachelor's degree in engineering from China Agricultural University in 1990, a master's degree in international finance from Renmin University of China in 2000, and a master's degree in business administration from Tsinghua University in 2011.
Mr. Guohan Li has extensive experience in accounting. He has served as a partner at the Shenzhen branch of Zhongshen Zhonghuan Certified Public Accountants LLP (Special General Partnership) since September 2023, where he is responsible for client engagement, business development, and oversight of professional services. From February 2021 to August 2023, he was a partner at Shenzhen Yida Certified Public Accountants Co., Ltd., with similar responsibilities. Mr. Li obtained his bachelor's degree in accounting from Shenzhen University in 2004.
The proposed ordinary resolution is as follows:
It is resolved as an ordinary resolution:
(i) that Qiyi Hu be elected as an independent director of the Company to hold office in accordance with the existing memorandum and articles of association of the Company (the Existing M&A ); and
(ii) that Guohan Li be elected as an independent director of the Company to hold office in accordance with the Existing M&A.
Proposal No. 1 will be approved if a simple majority of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy, at the Meeting FOR the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
THE ELECTION OF TWO DIRECTOR CANDIDATES.
THE RE-ELECTION OF CERTAIN CURRENT DIRECTORS
Pursuant to the Existing M&A, at each annual general meeting one-third of the directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation, provided that every director shall be subject to retirement at an annual general meeting at least once every three years.
Two current independent directors, Wenbing Wang and Jiayao Wu, have decided to retire and will not stand for re-election at the Meeting. Three current directors named below will seek re-election at the Meeting.
The Company's corporate governance and nominating committee recommends, and the Board of Directors concurs, that the three current directors be re-elected.
Each director to be re-elected will hold office until the next annual general meeting of shareholders or until his/her appointment is otherwise terminated in accordance with the articles of association of the Company.
DIRECTORS FOR RE-ELECTION
Mr. Zhenfa Han has been our director since March 2023 and chairman of the Board of Directors since May 2023. He has served as the director of the operating entity since April 2004, and he served as the chairman of the board of the operating entity from September 2015 to September 2018. He reassumed the role of chairman of the board of the operating entity since January 2022. Mr. Han also held the following prominent positions outside of our Company: a member of the 10th, 11th, and 12th National Committee of the Chinese People's Political Consultative Conference ( CPPCC ), a member of the Social and Legal Affairs Committee of the CPPCC, a standing committee member of the Jilin Provincial CPPCC, the deputy director of the Legal Affairs Committee of the Jilin Provincial CPPCC, a standing committee member of the All-China Federation of Industry and Commerce, the vice president of the Agricultural Industry Chamber of Commerce under the All-China Federation of Industry and Commerce, the vice president of the Jilin Provincial Federation of Industry and Commerce, the executive director of China Society for Promotion of the Guangcai Program, the executive director of the China Animal Agriculture Association, and the president of the Jilin Provincial Animal Husbandry Association. Mr. Han obtained his bachelor's degree in philosophy from Jilin Provincial Party School in 1989.
Ms. Wenhua Sun has been our director since May 2023. She has been the general manager of Beijing Huazheng Property Management Co., Ltd. since January 2020. She has also been the director of Zhengye Investment Co., Ltd. and the director and general manager of Beijing Hanzhenyuan International Hotel Co., Ltd. since August 2014. Ms. Sun obtained her bachelor's degree in party and government management from Changchun Radio and Television University in 1987.
Mr. Ping Jiang has served as our independent director since September 2024. He has been working in College of Veterinary Medicine of Nanjing Agricultural University since September 1989. From July 2018 to September 2023, he served as the dean of College of Veterinary Medicine of Nanjing Agricultural University. Mr. Jiang obtained a bachelor's degree in veterinary medicine from Nanjing Agricultural University in 1986, a master's degree in preventive veterinary medicine from Nanjing Agricultural University in 1989, and his doctor's degree in infectious diseases and preventive veterinary medicine from Nanjing Agricultural University in 1998.
The proposed ordinary resolution is as follows:
It is resolved as an ordinary resolution, as recommended by the board of directors of the Company:
(i) that Zhenfa Han be re-elected as a director of the Company to hold office in accordance with the Existing M
(ii) that Wenhua Sun be re-elected as a director of the Company to hold office in accordance with the Existing M and
(iii) that Ping Jiang be re-elected as an independent director of the Company to hold office in accordance with the Existing M&A.
Proposal No. 2 will be approved if a simple majority of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy, at the Meeting FOR the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
THE RE-ELECTION OF CERTAIN CURRENT DIRECTORS.
THE SHARE RECLASSIFICATION
The Company proposes, and the Board of Directors deems it advisable and recommends, that our shareholders approve the following ordinary resolution:
It is resolved as an ordinary resolution that, all of the issued and unissued ordinary shares of a par value of US$0.000025 each in the capital of the Company be re-designated and reclassified in the following manner (the Share Reclassification ):
(i) that 40,000,000 issued ordinary shares of a par value of US$0.000025 each held by Securingium Holding Limited be re-designated and reclassified as 40,000,000 Class B ordinary shares of a par value of US$0.000025 each;
(ii) that each remaining issued ordinary share of a par value of US$0.000025 each be re-designated and reclassified as one issued Class A ordinary share of a par value of US$0.000025 each;
(iii) that 60,000,000 authorized but unissued ordinary share of a par value of US$0.000025 each be re-designated and reclassified as 60,000,000 authorized but unissued Class B ordinary shares of a par value of US$0.000025 each;
(iv) that each remaining authorized but unissued ordinary share of a par value of US$0.000025 each be re-designated and reclassified as one authorized but unissued Class A ordinary share of a par value of US$0.000025 each; and
(v) that, as a consequence of the Share Reclassification, the authorized share capital of the Company be altered:
FROM US$50,000 divided into 2,000,000,000 ordinary shares of a nominal or par value of US$0.000025 each,
TO US$50,000 divided into 2,000,000,000 ordinary shares of a par value of US$0.000025 each, comprising (1) 1,900,000,000 Class A ordinary shares of a par value of US$0.000025 each and (2) 100,000,000 Class B ordinary shares of a par value of US$0.000025 each.
Following the Share Reclassification (and subject to Proposal No. 5 being approved by shareholders), each Class A ordinary share would be entitled the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company and each Class B ordinary share would be entitled the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. Each Class B ordinary share is convertible into one (1) Class A ordinary share at any time at the option of the holder thereof. In no event shall Class A ordinary share be convertible into Class B ordinary share.
The proposed Share Reclassification will not affect the validity or transferability of share certificates outstanding or the trading of the Company's shares on the Nasdaq Capital Market. Shareholders will not need to surrender their existing share certificates. Instead, when certificates are presented for transfer, new certificates representing Class A ordinary shares or Class B ordinary shares, as the case may be, will be issued.
Future issuances of Class A ordinary shares or Class B ordinary shares or securities convertible into Class A ordinary shares or Class B ordinary shares could have a dilutive effect on our earnings per share and book value per share, and (subject to Proposal No. 5 being approved by shareholders) the issuance of Class B ordinary shares could have a dilutive effect on the voting power and interest of current holders of existing Ordinary Shares (as may be re-designated and re-classified as Class A ordinary shares following Proposal No. 3 being approved by shareholders). In addition, the proposed dual-class share capital structure could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company.
Proposal No. 3 will be approved if a simple majority of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy, at the Meeting FOR the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
THE SHARE RECLASSIFICATION.
THE SHARE CONSOLIDATION
The Board of Directors believes that it is in the best interest of the Company and is hereby soliciting shareholder approval for a share consolidation of the Company's ordinary shares, at a ratio of 20:1 (the Share Consolidation ), to be implemented by resolution of the Board of Directors, who will also determine its specific terms, qualifications, limitations, and restrictions following the Meeting. The consolidated shares will have the same rights and be subject to the same restrictions (save as to par value) as the existing Ordinary Shares in the capital of the Company (as may be re-designated and re-classified as Class A ordinary shares or Class B ordinary shares following Proposal No. 3 being approved by shareholders) as set out in the Company's memorandum and articles of association from time to time.
This proposal must be approved by an ordinary resolution which requires the affirmative vote of a simple majority of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy, at the Meeting.
The Share Consolidation is subject to the approval of the Board of Directors, which may, in its sole discretion, determine the exact effective time. The purpose of the Share Consolidation is to ensure the Company's compliance with Nasdaq Listing Rule 5550(a)(2), which relates to the minimum bid price per share of the Company's Ordinary Shares.
When implemented, the Share Consolidation will affect all shareholders of the Company uniformly and have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).
Purpose of the Share Consolidation
The Company's Ordinary Shares are currently listed on the Nasdaq Capital Market under the symbol ZYBT. Among other requirements, the listing maintenance standards established by Nasdaq require the Ordinary Shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Price Rule ), if the closing bid price of the Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the Ordinary Shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Company's Ordinary Shares.
To ensure the Company's compliance with the Minimum Bid Price Rule, the Board of Directors determined that it was in the best interest of the Company to solicit the approval of the shareholders for the Share Consolidation.
In the event the Ordinary Shares were to be no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to trade its Ordinary Shares on the OTC Bulletin Board or in the pink sheets. These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes that the delisting of the Ordinary Shares would likely have a negative impact on the liquidity and market price of the Ordinary Shares and may increase the spread between the bid and ask prices quoted by market makers.
The Board of Directors has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Ordinary Shares; and (ii) the liquidity and marketability of the Ordinary Shares. This could reduce the ability of holders of the Ordinary Shares to purchase or sell Ordinary Shares as quickly and as inexpensively as they have done historically. Delisting could also adversely affect the Company's relationships with customers and suppliers who may perceive the Company's business less favorably, which would have a detrimental effect on the Company's relationships with these entities.
Furthermore, if the Ordinary Shares were to no longer be listed on Nasdaq, it may reduce the Company's access to capital and cause the Company to have less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Ordinary Shares, which may cause the market price of the Ordinary Shares to decline.
Registration and Trading of Our Ordinary Shares
The Share Consolidation will not affect the registration of the Company's Ordinary Shares or the Company's obligation to publicly file financial statements and other information with the U.S. Securities and Exchange Commission. When the Share Consolidation is implemented, the Ordinary Shares will begin trading on a post-consolidation basis on the effective date. In connection with the Share Consolidation, the CUSIP number of the Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Ordinary Shares) will change.
No fractional shares shall be issued in connection with the Share Consolidation and all fractional shares (after aggregating all fractional shares that would otherwise be received by a shareholder) resulting from the Share Consolidation shall instead be rounded up to the whole number of shares.
Authorized Share Capital
At the time the Share Consolidation is effective, the authorized share capital will be altered from US$50,000 divided into 2,000,000,000 ordinary shares of a par value of US$0.000025 each, comprising (i) 1,900,000,000 Class A ordinary shares of a par value of US$0.000025 each and (ii) 100,000,000 Class B ordinary shares of a par value of US$0.000025 each, to US$50,000 divided into 100,000,000 ordinary shares of a par value of US$0.0005 each, comprising (i) 95,000,000 Class A ordinary shares of a par value of US$0.0005 each and (ii) 5,000,000 Class B ordinary shares of a par value of US$0.0005 each.
Street Name Holders of Ordinary Shares
The Company intends for the Share Consolidation to treat shareholders holding Ordinary Shares in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding Ordinary Shares in street name should contact their nominees.