Exhibit 99.1

Universe Pharmaceuticals INC

(incorporated in the Cayman Islands with limited liability)

(Nasdaq: UPC)

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of holders of ordinary shares (the “Ordinary Shares”) (the “shareholders”) of (the “Company”) will be held on September 23, 2022, at 10:00 a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji’an City, Jiangxi 343100, the People’s Republic of China.

The Meeting and any or all adjournments thereof will be held for the following purposes:

The Company’s board of directors has fixed the close of business on August 11, 2022 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of Ordinary Shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

Shareholders may obtain a copy of the proxy materials, including the Company’s 2021 annual report, from the Company’s website at www.universe-pharmacy.com.

Management is soliciting proxies. Shareholders who are entitled to attend and vote at the Meeting or any adjournment thereof are entitled to appoint one or more proxies to attend and vote on that shareholder’s behalf. Shareholders who wish to appoint a proxy are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i) vote it online at www.transhare.com, (ii) vote it by email at akotlova@bizsolaconsulting.com, (iii) vote it by phone at (727) 269-5616, or (iv) mail it or deposit it to Attn: Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140, Clearwater FL 33764.

For the proxy to be valid, the duly completed and signed form of proxy must be received not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment of the Meeting. A shareholder may appoint as his, her or its proxy a person other than those named in the enclosed form of proxy. A proxyholder need not be a shareholder of the Company.

Ji’an, Jiangxi, China

August 29, 2022

UNIVERSE PHARMACEUTICALS INC

ANNUAL GENERAL MEETING OF SHAREHOLDERS

September 23, 2022

10:00 a.m., Beijing Time

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Universe Pharmaceuticals INC (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”) of the Company to be held on September 23, 2022, at 10:00 a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji’an City, Jiangxi 343100, the People’s Republic of China.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Beneficial shareholders who hold their Ordinary Shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest, but will not be able to participate in or vote at the Meeting.

Only holders of the ordinary shares of the Company of record at the close of business on August 11, 2022 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing not less than one-third of the total issued voting shares in the Company throughout the meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder of the Company’s ordinary shares shall be entitled to one vote in respect of each ordinary share held by such holder on the Record Date.

PROPOSALS TO BE VOTED ON

At the Meeting, resolutions will be proposed as follows:

The Board of Directors recommends a vote “FOR” each of the Proposals No. 1 to No. 10.

VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES

Shareholders entitled to vote at the Meeting may do so at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice (i) vote it online at www.transhare.com, (ii) vote it by email at akotlova@bizsolaconsulting.com, (iii) vote it by fax at (727) 269-5616, or (iv) mail it or deposit it to Attn: Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140, Clearwater FL 33764.

ANNUAL REPORT TO SHAREHOLDERS

Pursuant to the Marketplace Rules of Nasdaq Stock Market (“Nasdaq”) which permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its annual reports on the Company’s website. The annual report for the year ended September 30, 2021 (the “2021 Annual Report”) has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of the Company’s 2021 Annual Report to shareholders by visiting the “SEC Filings” heading under the “Financials & Filings” section of the Company’s website at www.universe-pharmacy.com. If you want to receive a paper or email copy of the Company’s 2021 Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations counsel of the Company, at info@ascent-ir.com.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Meeting. These questions and answers may not address all of the questions that may be important to you as a shareholder. To better understand these matters, you should carefully read this entire proxy statement.

Q: Why am I receiving this proxy statement?

A: The Company is holding its annual general meeting of shareholders to approve the Election of Directors, the Filing of Registration Statement, the Authorization of Preferred Shares, the Second Amendment of Memorandum and Articles (to reference the preferred shares, if approved by shareholders), the Share Consolidation and the Third Amendment of Memorandum (to reflect the Share Consolidation, if approved by shareholders and subsequently implemented by the Board of Directors).

The Company has included in this proxy statement important information about the Meeting. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the Meeting. Your vote is very important and the Company encourages you to submit your proxy as soon as possible.

Q: What proposals are the shareholders being asked to consider?

A: The shareholders are being asked:

Q: What are the recommendations of the Board of Directors?

A: THE BOARD OF DIRECTORS HAS DETERMINED THAT THE ELECTION OF DIRECTORS, THE FILING OF REGISTRATION STATEMENT, THE AUTHORIZATION OF PREFERRED SHARES, THE SECOND AMENDMENT OF MEMORANDUM AND ARTICLES, THE SHARE CONSOLIDATION AND THE THIRD AMENDMENT OF MEMORANDUM ARE ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND HAS UNANIMOUSLY APPROVED THE PROPOSALS DESCRIBED HEREIN. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” ALL OF THESE PROPOSALS.

Q: When and where will the Meeting be held?

A: The Meeting will be held on September 23, 2022 at 10:00 a.m., Beijing Time at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji’an City, Jiangxi 343100, the People’s Republic of China.

Q: Who is entitled to vote at the Meeting?

A: The record date for the Meeting is August 11, 2022. Only holders of ordinary shares of the Company as of the close of business on the record date are entitled to both notice of, and to vote at, the Meeting or any adjournment or postponement thereof. As of the record date, there were 21,750,000 ordinary shares outstanding. Each ordinary share that you own entitles you to one vote.

Q: What constitutes a quorum for the Meeting?

A: At the Meeting, one or more shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third (1/3) of all voting power of the Company’s share capital in issue throughout the Meeting shall form a quorum.

Q: How many votes are required to approve the proposals?

A: The approval of Proposals No. 1, 2, 3, 4, 5, 7 and 9 require the affirmative vote of a simple majority of votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. The approval of Proposals No. 8 and 10 require the affirmative vote of not less than a two-thirds majority of votes cast by shareholders as, being entitled to do so, by a vote in person, by proxy, or, in the case of a shareholder being a corporation, by its duly authorized representative. A properly executed proxy card marked “Abstain” with respect to this proposal will not be voted.

Proposal No. 8 is entirely conditional upon shareholder approval of Proposal No. 7. Proposal No. 10 is entirely conditional upon shareholder approval of Proposal No. 9.

Q: How do the shareholders vote?

A: The shareholders have three voting options. You may vote using one of the following methods:

Q: How can I attend the Meeting?

A: The Meeting is open to all holders of the Company’s ordinary shares as of the record date and all duly appointed proxyholders. You may attend the Meeting in person at 265 Jingjiu Avenue, Jinggangshan Economy and Technology Development Zone, Ji’an City, Jiangxi 343100, the People’s Republic of China.

Q: May shareholders ask questions at the Meeting?

A: Yes. Representatives of the Company will answer questions of general interest at the end of the Meeting.

Q: If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

A: Your broker or other nominee does not have authority to vote on non-routine matters. All of the proposals presented at the Meeting are considered non-routine matters. Your broker or other nominee will vote your shares held by it in “street name” with respect to these matters only if you provide instructions to it on how to vote.

Q: What if I do not vote on the matters relating to the proposals?

A: If you fail to vote or fail to instruct your broker or other nominee how to vote on any of the proposals, it will have no effect on such proposals. It will be treated as a “non-vote”.

Q: May I change my vote after I have delivered my proxy or voting instruction card?

A: Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may do this in one of three ways:

Your attendance alone will not revoke any proxy.

If your shares are held in an account at a broker or other nominee, you should contact your broker or other nominee to change your vote.

Q: Do I have appraisal rights?

A: The shareholders do not have appraisal rights with respect to the matters to be voted upon at the Meeting.

Q: Whom should I call if I have questions about the proxy materials or voting procedures?

A: If you have questions about the proposals, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact Universe Pharmaceuticals INC, 265 Jingjiu Avenue, Jinggangshan Economic and Technological Development Zone, Ji’an, Jiangxi Province, People’s Republic of China, or call +(86)-0796-8403309. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement, please vote your shares as soon as possible, so that your shares will be represented at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

Q: Who is paying for the expenses involved in preparing and mailing this proxy statement?

A: All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid for by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and the Company may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.

PROPOSALS NO. 1 THROUGH NO. 5

ELECTION OF DIRECTORS

To consider and approve a proposal for the Company to elect current directors to hold office until the next annual general meeting of shareholders of the Company.

Directors For Election

The directors named below will seek re-election at the Meeting. If re-elected, each director will hold office until the next general meeting of the shareholders of the Company.

Mr. Gang Lai is the Company’s chief executive officer and chairman of the board. Mr. Lai has served as the chief executive officer of Jiangxi Universe since 2004 and founded Universe Trade in 2010. Before joining the Company, Mr. Lai was a successful entrepreneur. He founded Jiangxi Lvzhouyuan Timber Joint Stock Co., Ltd. in 2001, a company listed on PRC National Equities Exchange and Quotations (NEEQ: 838893), and has since served as its chairman of the board. Mr. Lai graduated from Jingdezhen Ceramic Institute with a bachelor’s degree in mechanical engineering.

Ms. Lin Yang is the Company’s chief financial officer and director. Ms. Lin Yang has served as the financial director of Jiangxi Universe since April 2006. Before joining the Company, Ms. Yang served as an accountant at Jiangxi Automobile Engineering Plastic Co., Ltd. from 1998 to March 2006. Ms. Yang graduated from Jiangxi University of Finance and Economics with a bachelor’s degree in accounting.

Mr. Jiawen Pang has served as the Company’s independent director since March 2021. Mr. Jiawen Pang has served as the marketing director at Shanghai Raas Blood Products Co., Ltd. since September 2014, a company listed on the Shenzhen Stock Exchange (SZSE: 002252). Mr. Xiao served as the business and marketing director at Shandong Bausch & Lomb Freda Pharmaceutical Co., Ltd. from May 2011 to August 2014. Prior to that, Mr. Xiao served as the marketing director at Guangdong Bangmin Pharmaceutical Co., Ltd. from July 2001 to April 2011. Mr. Xiao graduated from Sun Yat-sen University with a master of business administration in healthcare and medicine degree.

Mr. H David Sherman has served as the Company’s independent director since March 2021. Mr. H David Sherman has served as a full-time professor at Northeastern University since 1985. Mr. Sherman has extensive experience serving as independent director of public companies listed on Nasdaq. Since 2020, Mr. Sherman served as an independent director and chair of the audit committee of Skillful Craftsman Education Technology Ltd. (Nasdaq: EDTK). Since 2019, Mr. Sherman has served as an independent director of Newborn Acquisition Corp. (Nasdaq: NBAC). From From April 2020 to August 2021, Mr. Sherman has served as an independent director and chair of the audit committee of China Liberal Education Holdings Limited (Nasdaq: CLEU). From December 2017 to August 2019, Mr. Sherman served as an independent director and chair of audit committee of Dunxin financial Holdings from (NYSE American: DXF) January 2018 to August 2019. From January 2010 to August 2012, Mr. Sherman served as the chair of the audit committee of China HGS Real Estate Inc. (Nasdaq: HGSH). From January 2012 to November 2014, Mr. Sherman served as chair the audit committee and compensation committee of Agfeed Corporation (OTC: FEED). Mr. Sherman received his bachelor’s degree in economics from Brandies University in 1969, his master’s in business administration from Harvard University in 1971, and his doctorate degree in business administration from Harvard University in 1981. Mr. Sherman is a member of the American Institute of Certified Public Accountant.

Mr. Ding Zheng has served as the Company’s independent director since March 2021. Mr. Ding Zheng has served as the chairman of the board at Guangzhou Roujing Sunshade Energy-saving Technology Co., Ltd. since 2019. Mr. Zheng has also served as the general manager at Hande Manufacturing (China) Co., Ltd., since 2015. From 2007 to 2015, Mr. Zheng served as the financial director at Hunter Douglas (China) Holdings Co., Ltd. Prior to that, Mr. Zheng served as the manager of finance at Esquel Group from 2005 to 2007. Mr. Zheng obtained a bachelor’s degree in technology economics from Shanghai Jiao Tong University and a master of business administration degree from Tsinghua University. Mr. Zheng is a member of the China Institute of Certified Public Accountants (CICPA).

Vote Required to Approve Proposals No. 1 through No. 5

Each of Proposals No. 1 through No. 5 will be approved only if it receives the affirmative vote of at least a simple majority of the votes cast at the Meeting, assuming a quorum is attained.

Resolutions

The Board of Directors proposes to solicit shareholder approval to elect current directors to hold office until the next annual general meeting of shareholders of the Company, in the form of shareholder resolutions. The resolutions to be put to the shareholders to consider and to vote upon at the Meeting are: 

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

THE ELECTION OF DIRECTORS

PROPOSAL NO. 6

FILING OF REGISTRATION STATEMENT

To consider and approve a proposal for the Company to file a shelf registration statement on Form F-3 registering the Company’s ordinary shares, preferred shares, debt securities, warrants, rights and units of up to $200 million.

Vote Required to Approve Proposal No. 6

Proposal No. 6 will be approved only if it receives the affirmative vote of at least a simple majority of the votes cast at the Meeting assuming a quorum is attained.

Resolution

The Board of Directors proposes to solicit shareholder approval for the Company to file a shelf registration statement on Form F-3 registering the Company’s ordinary shares, preferred shares, debt securities, warrants, rights and units of up to $200 million, in the form of a shareholder resolution. The resolution be put to the shareholders to consider and to vote upon at the Meeting is: 

“IT IS HEREBY RESOLVED, as an ordinary resolution, that the Company be authorized to file a shelf registration statement on Form F-3 registering the Company’s ordinary shares, preferred shares, debt securities, warrants, rights and units of up to $200 million.”

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

THE FILING OF REGISTRATION STATEMENT

PROPOSAL NO. 7

AUTHORIZATION OF PREFERRED SHARES

To consider and approve the proposal to amend the Company’s authorized share capital by re-designating 10,000,000 authorized but unissued ordinary shares of the Company, par value $0.003125 per share, as 10,000,000 authorized but unissued preferred shares of the Company, par value $0.003125 per share.

Vote Required to Approve Proposal No. 7

Proposal No. 7 will be approved only if it receives the affirmative vote of at least a simple majority of the votes cast at the Meeting, assuming a quorum is attained.

Resolutions

The Board of Directors proposes to solicit shareholder approval for the proposal to re-designate 10,000,000 authorized but unissued ordinary shares of the Company, par value $0.003125 per share, as 10,000,000 authorized but unissued preferred shares of the Company, par value $0.003125 per share. The resolution to be put to the shareholders to consider and to vote upon at the Meeting in relation this amendment to the Company’s authorized share capital are: 

“IT IS HEREBY RESOLVED, as an ordinary resolution that the Company’s authorized share capital, being US$312,500 divided into 100,000,000 ordinary shares of US$0.003125 par value each, be amended and re-designated to US$312,500 divided into:

a) 90,000,000 ordinary shares of par value $0.003125 per share; and

b) 10,000,000 preferred shares of par value $0.003125 per share.

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

THE AUTHORIZATION OF PREFERRED SHARES

PROPOSAL NO. 8

SECOND AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION TO REFERENCE THE PREFERRED SHARES

Subject to approval by shareholders of Proposal No. 7 (the Authorization of Preferred Shares), to consider and approve the adoption of second amended and restated memorandum and articles of association of the Company to reflect the new authorized share capital of the Company and certain other new provisions in the articles of association relating to the preferred shares.

The form of the second amended and restated memorandum and articles of association, showing the changes to be made to the Company’s existing memorandum and articles of association, are attached at Annex A and B, respectively, of this proxy statement.

Vote Required to Approve Proposal No. 8

Proposal No. 8 will be approved only if it receives the affirmative vote of at least a two-thirds majority of the votes cast at the Meeting, assuming a quorum is attained.

Proposal No. 8 is entirely conditional upon approval by shareholders of Proposal No. 7 (the Authorization of Preferred Shares).

Resolution

The resolution be put to the shareholders to consider and to vote upon at the Meeting in relation to adopting a second amended and restated memorandum and articles of association of the Company is: 

“IT IS HEREBY RESOLVED, as a special resolution that, subject to approval by the shareholders of Proposal No. 7 (the Authorization of Preferred Shares), the Company adopt a second amended and restated memorandum and articles of association to reference the preferred shares (in the form set out in Annex A and B respectively), in substitution for and to the exclusion of, the memorandum and articles of association of the Company currently in effect.”

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

THE SECOND AMENDMENT TO THE COMPANY’S MEMORANDUM AND ARTICLES OF ASSOCIATION TO REFERENCE THE PREFERRED SHARES

PROPOSAL NO. 9

SHARE CONSOLIDATION

To consider and approve a proposal to authorize the Board of Directors to effect a consolidation of the Company’s authorized and issued shares, at a ratio of no less than 2-for-1 and no greater than 10-for-1, to be determined by the Board of Directors in its sole discretion.

General

The Board of Directors believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to effect a share consolidation of the Company’s authorized and issued shares, at a ratio of no less than 2-for-1 and no greater than 10-for-1, to be determined by the Board of Directors in its sole discretion (the “Share Consolidation”), on such date as the Board of Directors shall determine (the “Effective Date”).

The Share Consolidation must be passed by ordinary resolution which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representative, at the Meeting. If the Company’s shareholders approve this proposal, the Board of Directors will have authority to implement the Share Consolidation at any time after the approval of the Share Consolidation, at a ratio to be determined by the Board of Directors in its sole discretion (such ratio being no less than 2-for-1 and no greater than 10-for-1).

The exact ratio to be chosen by the Board of Directors will be determined as to what is in the best interests of the Company, as the Board of Directors expects that it will increase the share price of the ordinary shares.

The Share Consolidation will be implemented simultaneously for all authorized, issued and outstanding shares. The Share Consolidation will affect all shareholders uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below under the subheading “Fractional Shares”).

Assuming Proposal No. 7 (the Authorization of Preferred Shares) is approved by shareholders at this Meeting, the Share Consolidation would reduce the number of:

Purpose of the Share Consolidation

The Company’s ordinary shares are currently listed on the Nasdaq under the symbol “UPC.” Among other requirements, the listing maintenance standards established by Nasdaq require the ordinary shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5450(a)(a) (the “Minimum Bid Price Rule”), if the closing bid price of the ordinary shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the ordinary shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the ordinary shares.

On July 15, 2022, the Company received a written notification from the Nasdaq notifying the Company that it was not in compliance with the Minimum Bid Price Rule, and the Company was provided 180 calendar days, or until January 11, 2023, to regain compliance.

To regain compliance with the Minimum Bid Price Rule by January 11, 2023, the Board of Directors determined that it was in the best interest of the Company to solicit the approval of the shareholders to effect a share consolidation of the Company’s shares. The Board of Directors believes that without receiving the shareholders’ approval and without the closing price of the ordinary shares otherwise meeting the $1.00 minimum closing bid price requirement, the Company’s ordinary shares will likely be delisted from Nasdaq.

In the event the ordinary shares were to be no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to be traded on the OTC Bulletin Board or in the “pink sheets.” These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes delisting of the ordinary shares would likely have a negative impact on the liquidity and market price of the ordinary shares and may increase the spread between the “bid” and “ask” prices quoted by market makers.

The Board of Directors has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the ordinary shares, and (ii) the liquidity and marketability of the ordinary shares. This could reduce the ability of holders of the ordinary shares to purchase or sell ordinary shares as quickly and as inexpensively as they have done historically.

Delisting could also adversely affect the Company’s relationships with customers who may perceive the Company’s business less favorably, which would have a detrimental effect on the Company’s relationships with these entities.

Furthermore, if the ordinary shares were to be no longer listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the ordinary shares, which may cause the market price of the ordinary shares to decline.

Registration and Trading of the Company’s Ordinary Shares

The Share Consolidation will not affect the registration of the Company’s ordinary shares or the Company’s obligation to publicly file financial and other information with the U.S. Securities and Exchange Commission (the “SEC”). When the Share Consolidation is implemented, the Company’s ordinary shares will begin trading on a post-split basis on the Effective Date that the Company announces by press release. In connection with the Share Consolidation, the CUSIP number of the Company’s ordinary shares (which is an identifier used by participants in the securities industry to identify the Company’s ordinary shares) will change.

Fractional Shares

No fractional shares will be issued to any shareholders in connection with the Share Consolidation. Any fractional shares resulting from the Share Consolidation shall be rounded up such that each shareholder will be entitled to receive one ordinary share in lieu of the fractional share that would have resulted from the Share Consolidation.

Authorized Shares

At the time the Share Consolidation is effective, the Company’s authorized shares will be consolidated at the same ratio meaning there will be a reduction in the number of the authorized shares in the Company by a factor between 2 and 10 (as set out above under the subheading “General”).

Street Name Holders of Ordinary Shares

The Company intends for the Share Consolidation to treat shareholders holding ordinary shares in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding ordinary shares in street name should contact their nominees.

Share Certificates

Mandatory surrender of certificates is not required by the Company’s shareholders. The Company’s transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the Effective Date. New certificates will not be mailed to shareholders.

Resolution

The Board of Directors proposes to solicit shareholder approval to effect a Share Consolidation as a matter of Cayman Islands law of the Company’s authorized and issued shares at a ratio of no less than 2-for-1 and no greater than 10-for-1, to be determined by Board of Directors in its sole direction. The resolutions be put to the shareholders to consider and to vote upon at the Meeting in relation to the Share Consolidation are: 

“IT IS HEREBY RESOLVED, as ordinary resolutions, that:

Vote Required to Approve Proposal No. 9

Proposal No. 9 will be approved only if it receives the affirmative vote of at least a simple majority of the votes cast at the Meeting assuming a quorum is attained.

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

THE SHARE CONSOLIDATION

PROPOSAL NO. 10

THIRD AMENDMENT OF MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CONSOLIDATION

Subject to approval by shareholders of Proposal No. 9 (the Share Consolidation) and entirely conditional upon the effectiveness of Proposal No. 9, to consider and approve the adoption of a third amended and restated memorandum of association to reflect the new authorized share capital of the Company resulting from the Share Consolidation, with effect as of the date the Board of Directors may determine in its sole discretion.

The only substantive change to be made to the Company’s memorandum of association pursuant to this Proposal No. 10 is to update paragraph 8 of the memorandum of association, which such paragraph describes the authorized share capital of the Company.

A draft of the form of the third amended and restated memorandum of association, showing the changes to be made the second amended and restated memorandum of association (assuming this will be adopted by shareholders by approving Proposal No. 8 at this Meeting), is attached at Annex C of this proxy statement.

Vote Required to Approve Proposal No. 10

Proposal No. 10 will be approved only if it receives the affirmative vote of at least a two-thirds majority of the votes cast at the Meeting, assuming a quorum is attained.

Proposal No. 10 is entirely conditional upon approval by shareholders of Proposal No. 9 (the Share Consolidation) and the implementation of the Share Consolidation by the Board of Directors.

Resolution

The Board of Directors proposes to solicit shareholder approval to adopt a third amended and restated memorandum of association to reflect the Share Consolidation, conditioned upon the effectiveness of the Share Consolidation, with such date of effectiveness to be determined by the Board of Directors in its sole discretion. The resolution be put to the shareholders to consider and to vote upon at the Meeting in relation to adopting a third amended and restated memorandum of association of the Company is: 

“IT IS HEREBY RESOLVED, as a special resolution that, subject to approval by the shareholders of Proposal No. 9 (the Share Consolidation), and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company’s board of directors may determine in its sole discretion, the Company adopt a third amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex C), in substitution for and to the exclusion of, the memorandum of association of the Company in effect immediately prior to effectiveness of the Share Consolidation.”

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

THE THIRD AMENDMENT TO THE COMPANY’S MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CONSOLIDATION

OTHER MATTERS

The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

ANNEX A

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

 (Adopted by special resolution passed on [●] 2022)

Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated
Memorandum of Association

of

Universe Pharmaceuticals INC

大自然藥業股份有限公司

(Adopted by special resolution passed on [●] 2022)

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

ANNEX B

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated
Articles of Association

of

Universe Pharmaceuticals INC

大自然藥業股份有限公司

(Adopted by special resolution passed on [●] 2022)

Definitions

Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

ADS means an American depository share representing an Ordinary Share;

Articles means, as appropriate:

and Article refers to a particular article of these Articles;

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors from time to time;

Business Day means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

Cayman Islands means the British Overseas Territory of the Cayman Islands;

Clear Days, in relation to a period of notice, means that period excluding:

Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

Default Rate means ten per cent per annum;

Designated Stock Exchanges means the Nasdaq Global Market in the United States of America for so long as the Company’s Shares or ADSs are there listed and any other stock exchange on which the Company’s Shares or ADSs are listed for trading;

Designated Stock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Fully Paid Up means:

General Meeting means a general meeting of the Company duly constituted in accordance with the Articles;

Independent Director means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

Member means any person or persons entered on the register of Members from time to time as the holder of a Share;

Memorandum means the memorandum of association of the Company as amended from time to time;

month means a calendar month;

Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

Ordinary Resolution means a resolution of a General Meeting passed by a simple majority of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution;

Ordinary Share means an ordinary share in the capital of the Company;

Partly Paid Up means:

Preferred Share means a preferred share in the capital of the Company;

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Share means a share in the capital of the Company and the expression:

Special Resolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution;

Treasury Shares means Shares held in treasury pursuant to the Act and Article 2.13; and

U.S. Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

Interpretation

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

Exclusion of Table A Articles

Power to issue Shares and options, with or without special rights

Power to pay commissions and brokerage fees

for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

Trusts not recognised

Security interests

Power to vary class rights

Effect of new Share issue on existing class rights

No bearer Shares or warrants

Treasury Shares

Rights attaching to Treasury Shares and related matters

Register of Members

Annual Return

Issue of share certificates

Renewal of lost or damaged share certificates

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Nature and scope of lien

Company may sell Shares to satisfy lien

and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

Authority to execute instrument of transfer

Consequences of sale of Shares to satisfy lien

Application of proceeds of sale

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

Power to make calls and effect of calls

Time when call made

Liability of joint holders

Interest on unpaid calls

The Directors may waive payment of the interest wholly or in part.

Deemed calls

Power to accept early payment

Power to make different arrangements at time of issue of Shares

Notice of default

Forfeiture or surrender of Shares

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

Effect of forfeiture or surrender on former Member

The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

Right to transfer

Suspension of transfers

Company may retain instrument of transfer

Notice of refusal to register

Persons entitled on death of a Member

Registration of transfer of a Share following death or bankruptcy

Indemnity

Rights of person entitled to a Share following death or bankruptcy

Increasing, consolidating, converting, dividing and cancelling share capital

Dealing with fractions resulting from consolidation of Shares

Reducing share capital

Power to issue redeemable Shares and to purchase own Shares

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

Effect of redemption or purchase of a Share

Annual and extraordinary general meetings

Power to call meetings

Content of notice

Period of notice

Persons entitled to receive notice

Accidental omission to give notice or non-receipt of notice

Quorum

Lack of quorum

Chairman

Right of a Director to attend and speak

Accommodation of Members at meeting

Security

Adjournment

Method of voting

Outcome of vote by show of hands

Withdrawal of demand for a poll

Taking of a poll

Chairman’s casting vote

Written resolutions

Sole-Member Company

Right to vote

Rights of joint holders

Representation of corporate Members

Member with mental disorder

Objections to admissibility of votes

Form of proxy

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

How and when proxy is to be delivered

Voting by proxy

First Directors

No age limit

Corporate Directors

No shareholding qualification

Appointment of Directors

Board’s power to appoint Directors

Eligibility

Appointment at annual general meeting

Removal of Directors

Resignation of Directors

Termination of the office of Director

Appointment and removal

Notices

Rights of alternate Director

Appointment ceases when the appointor ceases to be a Director

Status of alternate Director

Status of the Director making the appointment

Powers of Directors

Directors below the minimum number

Appointments to office

for such period, and on such terms, including as to remuneration as they think fit.

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

Provisions for employees

Exercise of voting rights

Remuneration

Disclosure of information

Power to delegate any of the Directors’ powers to a committee

Local boards

Power to appoint an agent of the Company

Power to appoint an attorney or authorised signatory of the Company

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

Borrowing Powers

Corporate Governance

Regulation of Directors’ meetings

Calling meetings

Notice of meetings

Use of technology

Quorum

Chairman or deputy to preside

Voting

Recording of dissent