JOBS - Shareholders of YS Biopharma Announce an Extraordinary General Meeting | Benzinga

BEIJING, Feb. 8, 2024 /PRNewswire/ -- Shareholders of YS Biopharma Co., Ltd. (NASDAQ:YS) ("YS Biopharma"), a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer, today announced they are convening an extraordinary general meeting of shareholders ("EGM"). The shareholders convening the meeting (the "Convening Shareholders") include Yi Zhang, the founder of YS Biopharma and a director, who (as of February 8, 2024) beneficially owns approximately 52% of the issued and outstanding ordinary shares of YS Biopharma through the acting-in-concert arrangement.

The EGM will be held on February 16, 2024. The purpose of the EGM is to remove six current members of YS Biopharma's board of directors and to elect four new directors. YS Biopharma shareholders of record as of February 8, 2024 (the "record date") are entitled to notice of and to vote at the EGM.

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 309

Ugland House, Grand Cayman, KY1-1104

Cayman Islands
Attention: The Board of Directors of YS Biopharma Co., Ltd.

NOTICE OF EXTRAORDINARY GENERAL MEETING
to Be Held on February 16, 2024
(or any adjourned or postponed meeting thereof)

Dear Ladies and Gentlemen,

NOTICE IS HEREBY GIVEN by Mr. ZHANG Yi, Acton Town International Limited, All Brilliance Investments Limited, Apex Pride Global Limited, and Hopeful World Company Limited (collectively, the "Convening Shareholders") thereof that an extraordinary general meeting (the "EGM") of YS Biopharma Co., Ltd. (the "Company") has been called pursuant to Article 57 of the Company's Amended and Restated Articles of Association (the "Articles") at the request of the Convening Shareholders and holders of a number of ordinary shares in the Company, that counted together with the shares held by the Convening Shareholders, constitute not less than ten per cent (10%) of all votes attaching to all issued and outstanding shares of the Company that carry the right to vote at any general meeting.

The EGM will be held at the offices of DLA Piper LLP (US), 701 5th Ave #6900, Seattle, WA 98104, United States on February 16, 2024 at 9:00 a.m. United States Pacific Standard Time. The EGM (or any extraordinary general meeting that is convened as a result of an adjournment or postponement of the EGM in accordance with the Articles) is called for the purposes of approving the following ordinary resolutions:

1. The following Directors be removed from office with immediate effect:

i. Mr. Hui SHAO
ii. Mr. Bo TAN
iii. Dr. Ajit SHETTY
iv. Dr. Viren MEHTA
v. Mr. Shaojing TONG
vi. Ms. Rachel YU

2. The following persons be elected as Directors with immediate effect:

i. Ms. Nan ZHANG
ii. Ms. Yun (Monica) ZHANG
iii. Mr. LUI Chi Keung (Peter)
iv. Mr. Jing Xian LI

The Convening Shareholders have fixed February 8, 2024 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of and to vote at the EGM or any adjourned or postponed meeting thereof. Holders of record of the Company's ordinary shares at the close of business on the Record Date are entitled to receive notice of and vote at the EGM and any adjourned or postponed meeting thereof.

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.

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