YS Biopharma Responds to a Notice of Extraordinary General Meeting of Shareholders of YS Biopharma Co., Ltd.
The Company is writing to inform all shareholders of the Company that, on
The Notice purports to convene an extraordinary general meeting (EGM) of the Company to be held on
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
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
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
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
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
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
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