GAITHERSBURG, Md., Feb. 12,
2024 /PRNewswire/ -- YS Biopharma Co., Ltd. (NASDAQ:
YS) ("YS Biopharma" or the "Company"), a global biopharmaceutical
company dedicated to discovering, developing, manufacturing, and
delivering new generations of vaccines and therapeutic biologics
for infectious diseases and cancer, today issues an official
response to the notice of extraordinary meeting of shareholders of
YS Biopharma Co., Ltd.
The Company is writing to inform all shareholders of the Company
that, on 8 February 2024, Mr.
Yi Zhang, Acton Town International
Limited, All Brilliance Investments Limited, Apex Pride Global
Limited and Hopeful World Company Limited (collectively, the
Convening Shareholders) served an undated notice (the
Notice) on YS Biopharma at its registered office in the
Cayman Islands. A copy of the Notice and its Exhibits may be
accessed here:
https://www.prnewswire.com/news-releases/shareholders-of-ys-biopharma-announce-an-extraordinary-general-meeting-302058152.html
The Notice purports to convene an extraordinary general meeting
(EGM) of the Company to be held on 16
February 2024 at 9:00 am
(United States Pacific Standard Time) at the offices of DLA Piper
LLP (US), 701 5th Ave #6900, Seattle,
WA 98104, United States
pursuant to Article 57 of the Company's amended and restated
articles of association (the Articles). The Notice
provides that proxy forms must be physically returned to the
offices of DLA Piper LLP (US), 701 5th Ave #6900, Seattle, WA 98104, United States in order for them to be counted
at the EGM. The Notice does not make provision for remote
participation via electronic communication facilities or for proxy
forms to be deposited by electronic means.
The purpose of the EGM is stated to be for the purposes of
approving ordinary resolutions to remove six of the Company's seven
directors (the only director who is not proposed to be removed
being Yi Zhang, who is himself one
of the Convening Shareholders) and to appoint four new directors of
the Company.
At the time of writing, there has been no indication that the
Convening Shareholders have distributed the Notice directly to all
other shareholders of the Company. Therefore, this press
release seeks to draw the attention of all shareholders to the
Notice, which may be accessed at the link above. For the
avoidance of doubt, this press release does not constitute notice
of the EGM pursuant to Article 58 or any other of the Articles.
Shareholders should take their own independent advice and,
should they wish to do so, make arrangements to attend the EGM in
person or submit proxy forms to the Convening Shareholders.
In the Company's view, the Notice does not comply with proper
notice requirements and the EGM has been invalidly convened by the
Convening Shareholders, including for the following reasons:
1. Insufficient notice. The Notice was served
on the Company at its registered office in the Cayman Islands on 8
February 2024 at 3:22 pm
(Cayman Islands time) and purports
to convene an EGM on 16 February 2024
at 9:00 am (United States Pacific
Standard Time). The Articles require at least seven calendar
days' notice (exclusive of the day on which it is given or deemed
to be given and of the day for which it is given) be given by the
shareholders requisitioning an EGM to all shareholders holding
shares with the right to receive notice and who have supplied to
the Company an address for the giving of notices to them. The
Company has received no indication that the Notice has been sent to
all shareholders of the Company by the Convening Shareholders as
required by the Articles.
2. No notice given to the directors who are proposed to
be removed. Article 88 requires that the notice of any
meeting at which a resolution to remove a director shall be
proposed or voted upon must contain a statement of the intention to
remove that Director and such notice must be served on that
Director not less than ten (10) calendar days before the
meeting. Such notice was not given to any of the directors
whose removal is proposed to be voted upon at the EGM.
The proxy statement (attached to the Notice as Exhibit A) states
that, as of the record date of 8 February
2024, the Company had 93,058,197 ordinary shares issued and
outstanding. That statement is incorrect. On
7 February 2024, the Company issued
95,269,762 ordinary shares to an institutional investor pursuant to
a US$40 million private placement
transaction announced by the Company on 9 February 2024. The
Notice states: '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.' As of close of business on
the record date, the Company had 188,327,959 ordinary shares issued
and outstanding and the holders of records of those shares are
entitled to receive notice of and vote at the EGM and any adjourned
or postponed meeting thereof.
This press release should not be construed as an endorsement by
the Company of the Notice or the EGM purported to be convened by
the Notice. Shareholders are encouraged to take their own
legal advice regarding the Notice and the matters described
therein.
About YS Biopharma
YS Biopharma is a global biopharmaceutical company dedicated to
discovering, developing, manufacturing, and commercializing new
generations of vaccines and therapeutic biologics for infectious
diseases and cancer. It has developed a proprietary PIKA®
immunomodulating technology platform and a series of preventive and
therapeutic biologics with a potential for improved Rabies,
Coronavirus, Hepatitis B, Influenza, and Shingles vaccines. YS
Biopharma operates in China,
the United States, Singapore and the
Philippines, and is led by a management team that combines
rich local expertise and global experience in the
bio-pharmaceutical industry. For more information, please visit
investor.ysbiopharm.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains ''forward-looking statements''
within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical or current fact
included in this press release are forward-looking statements,
including but not limited to statements regarding the expected
growth of YS Biopharma, the development progress of all product
candidates, the progress and results of all clinical trials, YS
Biopharma's ability to source and retain talent, and the cash
position of YS Biopharma following the closing of the Business
Combination. Forward-looking statements may be identified by the
use of words such as "estimate," "plan," "project," "forecast,"
"intend," "will," "expect," "anticipate," "believe," "seek,"
"target" or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These statements are based on various assumptions, whether
or not identified in this press release, and on the current
expectations of YS Biopharma's management and are not predictions
of actual performance.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although YS Biopharma
believes that it has a reasonable basis for each forward-looking
statement contained in this press release, YS Biopharma cautions
you that these statements are based on a combination of facts and
factors currently known and projections of the future, which are
inherently uncertain. In addition, there are risks and
uncertainties described in the final prospectus relating to the
proposed Business Combination, and other documents filed by YS
Biopharma from time to time with the SEC. These filings may
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements.
YS Biopharma cannot assure you that the forward-looking
statements in this press release will prove to be accurate. These
forward-looking statements are subject to a number of risks and
uncertainties, including, among others, the ability to recognize
the anticipated benefits of the Business Combination, costs related
to the transaction, the impact of the global COVID-19 pandemic, the
risk that the transaction disrupts current plans and operations as
a result of the consummation of the transaction, the outcome of any
potential litigation, government or regulatory proceedings, the
sales performance of the marketed vaccine product and the clinical
trial development results of the product candidates of YS
Biopharma, and other risks and uncertainties, including those
included under the heading "Risk Factors" in the final prospectus
filed with the SEC on February 8,
2023, as supplemented on February 21,
2023, and other filings with the SEC. There may be
additional risks that YS Biopharma does not presently know or that
YS Biopharma currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. The forward-looking
statements in this press release represent the views of YS
Biopharma as of the date of this press release. Subsequent events
and developments may cause those views to change. However, while YS
Biopharma may update these forward-looking statements in the
future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of YS
Biopharma as of any date subsequent to the date of this press
release. Except as may be required by law, YS Biopharma does not
undertake any duty to update these forward-looking statements.
Investor Relations Contact
Robin Yang
Partner, ICR, LLC
Tel: +1 (212) 537-4035
Email: YSBiopharma.IR@icrinc.com
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SOURCE YS Biopharma Co., Ltd.
