SEC Form 6-K filed by Universe Pharmaceuticals Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission file number: 001-40231
Universe Pharmaceuticals INC
265 Jingjiu Avenue
Jinggangshan Economic and Technological Development Zone
Ji’an, Jiangxi, China 343100
+86-0796-8403309
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Results of the Universe Pharmaceuticals INC 2024 Annual General Meeting
At the 2024 annual general meeting of shareholders (the “Meeting”) of Universe Pharmaceuticals INC (the “Company”) held at 10:00 a.m. Beijing Time on September 27, 2024, the shareholders of the Company adopted resolutions approving all of the nine proposals considered at the Meeting. A total of 55.04% of the 23,645,974 votes exercisable as of September 4, 2024, the record date, were present in person or by proxy at the Meeting, and a quorum was present throughout the Meeting. The results of the votes were as follows:
| 1. | It is resolved as an ordinary resolution to re-elect Gang Lai as a director of the Company to hold office until the next annual general meeting of the Company (“Proposal One”) |
| Resolution | For | Against | Abstain | |||||||||
| Proposal One | 12,892,783 | 122,729 | 218 | |||||||||
| Percentage of Voted Shares: | 99.06 | % | 0.94 | % | ||||||||
| 2. | It is resolved as an ordinary resolution to re-elect Lin Yang as a director of the Company to hold office until the next annual general meeting of the Company (“Proposal Two”) |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Two | 12,894,963 | 120,549 | 218 | |||||||||
| Percentage of Voted Shares: | 99.07 | % | 0.93 | % | ||||||||
| 3. | It is resolved as an ordinary resolution to re-elect Jiawen Pang as a director of the Company to hold office until the next annual general meeting of the Company (“Proposal Three”) |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Three | 12,884,786 | 130,726 | 218 | |||||||||
| Percentage of Voted Shares: | 99.0 | % | 1.0 | % | ||||||||
| 4. | It is resolved as an ordinary resolution to re-elect Ding Zheng as a director of the Company to hold office until the next annual general meeting of the Company (“Proposal Four”) |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Four | 12,882,606 | 132,906 | 218 | |||||||||
| Percentage of Voted Shares: | 98.98 | % | 1.02 | % | ||||||||
| 5. | It is resolved as an ordinary resolution to re-elect Yongping Yu as a director of the Company to hold office until the next annual general meeting of the Company (“Proposal Five”) |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Five | 12,884,786 | 130,726 | 218 | |||||||||
| Percentage of Voted Shares: | 99.0 | % | 1.0 | % | ||||||||
| 6. | It is resolved as an ordinary resolution that the Company’ s authorized share capital be increased, effective immediately, from US$3,125,000 divided into 150,000,000 Ordinary Shares of par value US$0.01875 each and 16,666,666.6666 preferred shares (the “Preferred Shares”) of par value US$0.01875 each, to US$140,625,000 divided into 6,750,000,000 Ordinary Shares of par value US$0.01875 each and 750,000,000 Preferred Shares of par value US$0.01875 each (“Proposal Six”) |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Six | 12,887,096 | 128,134 | 500 | |||||||||
| Percentage of Voted Shares: | 99.02 | % | 0.98 | % | ||||||||
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| 7. | It is resolved as a special resolution that, subject to and immediately following the Authorized Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Authorized Share Capital Increase (in the form set out in Annex A) (“Proposal Seven”) |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Seven | 12,889,666 | 115,564 | 500 | |||||||||
| Percentage of Voted Shares: | 99.11 | % | 0.89 | % | ||||||||
| 8. | It is resolved, as an ordinary resolution, that |
| 1. | conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”): |
| a. | the authorised, issued, and outstanding shares of the Company (collectively, the Shares) be consolidated by consolidating each 15 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”); | |
| b. | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and | |
| c. | any change to the Company’s authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; |
| 2. | the Effective Date must be a date before the Company’s next annual general meeting of shareholders; and |
| 3. | any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion (“Proposal Eight”). |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Eight | 12,897,243 | 117,970 | 517 | |||||||||
| Percentage of Voted Shares: | 99.09 | % | 0.91 | % | ||||||||
| 9. | It is resolved as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect the Share Consolidation (“Proposal Nine”). |
| Resolution | For | Against | Abstain | |||||||||
| Proposal Nine | 12,897,279 | 117,968 | 483 | |||||||||
| Percentage of Voted Shares: | 99.09 | % | 0.91 | % | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Universe Pharmaceuticals INC | ||
| Date: September 27, 2024 | By: | /s/ Gang Lai |
| Gang Lai | ||
| Chief Executive Officer | ||
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