The EGM will be held on
The notice of meeting and related materials are attached to this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release (including its attachments) contains "forward-looking statements." All statements in this release other than statements of historical fact are forward-looking statements, including statements regarding the EGM, the leadership of YS Biopharma, its ability to develop and commercialize current and planned products, its research and development efforts and other matters regarding business strategies, results and plans and objectives for future operations. These statements are based on the beliefs and assumptions of the Convening Shareholders and on information currently available to them, which is based in part on information provided by YS Biopharma's board of directors and management. Although the Convening Shareholders believe that they have a reasonable basis for such statements, these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In some cases, you can identify forward-looking statements by the words "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, events or achievements to differ materially from the information expressed or implied by these statements. These risks, uncertainties and other factors include the possibility of undisclosed actions by members of the YS Biopharma board of directors and management, potential efforts to dilute shareholders, the prospect of litigation, the potential for potential defaults or enforcement by the creditors of YS, and other risks, uncertainties and factors described under the headings "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the documents filed by YS Biopharma with the U.S. Securities and Exchange Commission or in public statements by the Convening Shareholders from time to time. Forward-looking statements may not prove to be accurate. The forward-looking statements in this press release speak as of the date hereof, and the Convening Shareholders undertake no obligation to update any forward-looking statements for any reason, except as required by law.
To:
The Shareholders and the Board of Directors of YS Biopharma Co., Ltd.
With copies to:
Maples Corporate Services Limited, PO Box (NYSE:BOX) 309
Ugland House,
Attention: The Board of Directors of YS Biopharma Co., Ltd.
NOTICE OF EXTRAORDINARY GENERAL MEETING
to Be Held on
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN by Mr.
The EGM will be held at the offices of DLA Piper LLP (US),
1. The following Directors be removed from office with immediate effect:
i. Mr.
ii. Mr.
iii. Dr.
iv. Dr.
v. Mr.
vi. Ms.
2. The following persons be elected as Directors with immediate effect:
i. Ms.
ii. Ms.
iii. Mr.
iv. Mr.
The Convening Shareholders have fixed
Please refer to the following exhibits which are attached to and made a part of this notice:
(i) Exhibit A attaching the Proxy Statement and Form of Proxy; and
(ii) Exhibit B attaching the names and biographies of the proposed new Director nominees.
Holders of record of the Company's ordinary shares as of the Record Date are cordially invited to attend the EGM in person. Your vote is important. If you cannot attend the EGM in person, you are urged to complete, sign, date and return the accompanying Form of Proxy as promptly as possible. We must receive the Form of Proxy before the time of the EGM to ensure your representation at such meeting.
By the Convening Shareholders | |||
/s/ ZHANG Yi | |||
Name: ZHANG Yi
ACTON TOWN INTERNATIONAL LIMITED
| |||
/s/ ZHANG Nan_______ | |||
Name: ZHANG Nan Title: Director
ALL BRILLIANCE INVES™ENTS LIMITED | |||
/s/ ZHANG Yi______ | |||
Name: ZHANG Yi Title: Director
APEX PRIDE GLOBAL LIMITED
| |||
/s/ ZHANG Yi______ | |||
Name: ZHANG Yi Title: Director
HOPEFUL WORLD COMPANY LIMITED | |||
/s/ MI Rui______ | |||
Name: MI Rui Title: Director | |||
IMPORTANT
Whether you expect to attend the EGM, please complete, date, and sign the accompanying Form of Proxy under Exhibit A, and return it promptly in the enclosed return envelope. If you grant a proxy, you may revoke it at any time prior to the EGM or nevertheless vote in person at the EGM.
PLEASE NOTE: If your shares are held in street name, you cannot vote your shares without obtaining a legal proxy from your broker, bank, custodian, or other nominee holder, which legal proxy will enable you to vote in person by showing up at the meeting or by proxy. Should you opt to vote by proxy, you will need to return a completed Form of Proxy in the same manner a holder of record would return such Form of Proxy with a copy of your legal proxy from your broker, bank, custodian or other nominee holder attached to such Form of Proxy.
If you have any question or need any assistance in voting your shares, please contact DLA Piper
to james.chang@dlapiper.com.
EXHIBIT A
PROXY STATEMENT AND FORM OF PROXY
YS BIOPHARMA CO., LTD.
(Incorporated in the
(NASDAQ Ticker: YS)
PROXY STATEMENT
for
EXTRAORDINARY GENERAL MEETING
to Be Held on
(or any adjourned or postponed meeting thereof)
This Proxy Statement is furnished in connection with the solicitation of proxies by Mr.
If the enclosed Form of Proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any Form of Proxy on which no instruction is specified will be voted FOR the removal of each of the directors listed in Resolution 1, FOR the election of each of the persons named in Resolutions 2, and by the holder of the proxy in his discretion on any other matters that may properly come before the EGM, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on the Form of Proxy.
Your vote is important. Accordingly, you are urged to sign and return the accompanying Form of Proxy whether or not you plan to attend the EGM. If you do attend the EGM and are a record holder, you may vote by ballot at the EGM and your proxy will be deemed to be revoked. If you hold your shares in street name and wish to vote your shares at the EGM, you should contact your broker, bank, custodian, or other nominee holder to obtain a legal proxy from your broker, bank, custodian, or other nominee holder, which legal proxy will enable you to vote in person by showing up at the meeting or by proxy. Should you opt to vote by proxy, you will need to return a completed Form of Proxy in the same manner a holder of record would return such Form of Proxy with a copy of your legal proxy from your broker, bank, custodian or other nominee holder attached to such Form of Proxy.
BACKGROUND OF THE SOLICITATION
The Convening Shareholders propose to remove
GENERAL INFORMATION ABOUT VOTING
Record Date, Outstanding Shares, and Voting Rights
As of
Attending the EGM
If you are a shareholder of record at the close of business on the Record Date or have a legal proxy from your bank broker or nominee appointing you to vote your shares, you may vote in person at the EGM. We will give you a ballot when you arrive. You may vote in this manner regardless of whether you have voted by any of the other means. However, we encourage shareholders to vote by proxy, when possible, in order to simplify vote tabulation during the EGM.
Procedures for Voting or Revoking Proxies
If you do not wish to vote in person or you will not be attending the EGM, you may vote by proxy. You may vote by proxy using the attached Form of Proxy. To vote by proxy using the attached Form of Proxy, complete, sign and date your Form of Proxy and return it promptly to DLA Piper LLP (US),
If you intend to vote by proxy, your vote must be received by the Convening Shareholders at the address above prior to the closing of the polls at the EGM to be counted.
If you are not a shareholder of record and instead hold your shares in "street name" through a bank or broker, please follow the directions provided to you by your bank or broker. If you wish to vote in person at the EGM, please contact your bank or broker to obtain a legal proxy to allow you to vote your shares in person.
Required Votes
Only holders of ordinary shares at the close of business on the Record Date are entitled to vote at the EGM. For purposes of voting at the EGM, each ordinary share is entitled to one vote upon all matters to be acted upon at the EGM. The presence of one or more shareholders at the EGM holding shares that carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all shares in issue and entitled to vote at the EGM, present at the EGM, shall be a quorum for all purposes. The affirmative vote of not less than a simple majority (50.1%) of the votes cast by shareholders in person or by proxy at the EGM and entitled to vote on the ordinary resolutions is required to adopt the ordinary resolutions.
Only ordinary shares that are voted are taken into account in determining the proportion of votes cast for or against each resolution. Shares that are not voted will not be counted towards the total number of votes cast. Except for determining the presence or absence of a quorum for the transaction of business, broker non-votes are not counted for any purpose in determining whether a matter has been approved.
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
YS BIOPHARMA CO., LTD.
Extraordinary General Meeting of Shareholders
This Proxy is Solicited on Behalf Of
Mr.
ACTON TOWN INTERNATIONAL LIMITED
ALL BRILLIANCE INVES™ENTS LIMITED
APEX PRIDE GLOBAL LIMITED
HOPEFUL WORLD COMPANY LIMITED
As convening shareholders
Please Be Sure To Mark, Sign, Date and Return Your Proxy Card in the Envelope Provided
THIS PROXY IS SOLICITED ON BEHALF OF MR.
YS BIOPHARMA CO., LTD.
(Incorporated in the
Proxy for Extraordinary General Meeting to Be Held on
I/We ___________ of _____, being the registered holder of 1 ______ordinary share(s), par value
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ALL RESOLUTIONS AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF MR.
Dated: | Signed: |
--------------------------------- |
1 Please insert the number of Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy will be deemed in relate to all the Ordinary Shares in the Company registered in your name(s).
1. The following Directors be removed from office with immediate effect:
(i) Mr.
(ii) Mr.
(iii) Dr.
(iv) Dr.
(v) Mr.
(vi) Ms.
FOR | AGAINST | ABSTAIN |
2. The following persons be elected as Directors with immediate effect:
(i) Ms.
(ii) Ms.
(iii) Mr.
(iv) Mr.
FOR | AGAINST | ABSTAIN |
This Proxy is furnished in connection with the solicitation by Mr.
The Ordinary Shares represented by all properly executed proxies returned to the Convening Shareholders will be voted at the EGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares FOR Resolution 1 and FOR Resolution 2. As to any other business that may properly come before the EGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Convening Shareholders do not presently know of any other business which may come before the EGM. However, if any other matter properly comes before the EGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has, unless it has been expressly given on an irrevocable basis, the right to revoke it at any time before it is exercised (i) by filing with the Convening Shareholders duly signed revocation at DLA Piper LLP (US),
EXHIBIT B
NAMES AND BIOGRAPHIES OF NEW DIRECTOR NOMINEES
i. Ms.
ii. Ms.
iii. Mr.
iv. Mr.
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