In the news release, YS Biopharma Announces Results of
Extraordinary General Meeting and Responds to False Statements
about the Meeting, issued 16-Feb-2024
by YS Biopharma Co., Ltd. over PR Newswire, we are advised by the
company that there are updates to the content. The complete,
corrected release follows:
YS Biopharma Announces Results of Extraordinary General Meeting and
Responds to False Statements about the Meeting
GAITHERSBURG, Md., Feb. 16,
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 announced the results of
its extraordinary general meeting (the "EGM") held on February 16, 2024 in Seattle, United
States. The Company's shareholders voted against each of the
following resolutions:
- 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 and (vi) Ms Rachel Yu.
- 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.
As of the close of business on the EGM's record date of
February 8, 2024, the Company had
188,327,959 ordinary shares issued and outstanding. Members holding
97,272,542 ordinary shares cast their votes at the EGM. The results
of the vote on each of the resolutions submitted for shareholder
approval at the EGM were zero vote in favor and 97,272,542 votes
against.
The Company also cautions investors not to rely on the false,
unsubstantiated and misleading statements made by Mr. Yi Zhang and his associates regarding the EGM
and the Company contained in the document available here:
https://www.prnewswire.com/news-releases/shareholders-led-by-yi-zhang-announce-successful-results-of-removal-of-directors-and-election-of-new-directors-of-ys-biopharma-co-ltd-302064477.html.
Pursuant to Article 63 of the Company's Articles of Association
(the "Articles"), the Chairperson of the Board of Directors of the
Company (the "Board") shall preside as Chairperson at the EGM.
Further, Article 88 of the Articles permits a director to attend
and be heard on any motion for his removal. Dr. Ajit Shetty, chairperson of the Board, and Dr.
Hui Shao, a director of the Company,
were denied rightful entry to the offices of DLA Piper LLP (US),
701 5th Avenue #6900, Seattle, WA
98104, United States where the EGM
was originally to be held.
On February 16, 2024, the Company
obtained an injunction order from the Grand Court of the
Cayman Islands which restrains Mr. Yi
Zhang, Ms. Nan Zhang, Ms.
Yun (Monica) Zhang, Mr. Lui Chi Keung, Mr. Jing Xian Li, Dr. Yuan Liu and Mr.
Jimin Wang from:
(1) holding themselves out to
be directors of the Company and from taking any steps to exercise
any powers as though they were directors;
(2) issuing any press release
or filing any document with the United States Securities and
Exchange Commission or any other government body either in the
Cayman Islands or elsewhere which
asserts that (i) they are directors of the Company and/or (ii) that
they have been appointed pursuant to a validly constituted EGM;
and
(3) taking any steps authority
for which is purportedly derived from any director resolution or
other decision taken by them purportedly acting in the capacity of
a director or holding out that any such resolution has been
properly passed or any decision has been validly taken.
A copy of the injunction order has been posted on the Company's
"Investor Relations" website
at https://investor.ysbiopharm.com/static-files/1c2b506b-557c-42bd-8045-c654e9bf6344.
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 the Company, the development progress of all product
candidates, the progress and results of all clinical trials, the
Company's ability to source and retain talent, and the cash
position of the Company 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
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 documents filed by YS Biopharma from
time to time with the U.S. Securities and Exchange Commission
("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 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 post-effective
amendment No. 2 to Form F-1 filed with the SEC on January 23, 2024 which became effective on
January 25, 2024, 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.