Exhibit 99.1
GRACELL
BIOTECHNOLOGIES INC.
(incorporated in the Cayman Islands with limited liability)
(NASDAQ: GRCL)
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on July 13, 2023
(or any adjournment(s) or postponement(s) thereof)
On
Thursday, July 13, 2023, Gracell Biotechnologies Inc. (the “Company”) will hold its annual general meeting
(“AGM”) of shareholders at 41th Floor, Building A, No. 188 Hongbaoshi Road, Changning District, Shanghai
201103 and virtually via live webcast at https://gracellbio.zoom.us/j/84608581755?pwd=SGNTYm5RRkt6Sm9IcmZXbjI4NnhkZz09. The meeting will
begin at 2:00 p.m., Shanghai time, for the purposes to consider and, if thought fit, pass the following resolutions:
RESOLUTION
1 – It is resolved as an ordinary resolution, that Dr. Wei William Cao be and hereby re-elected as a Class III
director of the Company at this annual general meeting, to serve for a full term of three (3) years.
RESOLUTION
2 – It is resolved as an ordinary resolution, that Ms. Wendy Wang Zhang Hayes be and hereby re-elected as a Class III
director of the Company at this annual general meeting, to serve for a full term of three (3) years.
RESOLUTION
3 – It is resolved as an ordinary resolution, that the authorized share capital of the Company shall be amended as follows.
Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Company’s fourth amended and restated memorandum
and articles of association (the M&A).
From:
US$50,000 divided into 500,000,000 Shares, 400,000,000 of which shall be Ordinary Shares, US$0.0001 par value per share, and 100,000,000
shares of which shall be Undesignated Shares, US$0.0001 par value per share.
To:
US$100,000 divided into 1,000,000,000 Shares, 400,000,000 of which shall be Ordinary Shares, US$0.0001 par value per share, and 600,000,000
shares of which shall be Undesignated Shares, US$0.0001 par value per share.
RESOLUTION
4 – It is resolved as a special resolution, that in connection with the amendment of the Company’s authorized share
capital, the first sentence in paragraph 7 of the Forth Amended and Restated Memorandum of Association of the Company shall be amended
and replaced in its entirety as follows.
From:
The authorized share capital of the Company is US$50,000 divided into 500,000,000 Shares, 400,000,000 of which shall be Ordinary Shares,
US$0.0001 par value per share, and 100,000,000 shares of which shall be Undesignated Shares, US$0.0001 par value per share.
To:
The authorized share capital of the Company is US$100,000 divided into 1,000,000,000 Shares, 400,000,000 of which shall be Ordinary Shares,
US$0.0001 par value per share, and 600,000,000 shares of which shall be Undesignated Shares, US$0.0001 par value per share.
In addition, the meeting will
transact any other business properly brought before the meeting.
ORDINARY
SHARE RECORD DATE AND ADS RECORD DATE
The board of directors of
the Company has fixed the close of business on June 1, 2023, Shanghai time, as the record date (the “Ordinary Share Record
Date”) of ordinary shares of the Company, par value US$0.0001 per share (“Ordinary Shares”). Holders
of record of the Company’s Ordinary Shares as of the Ordinary Share Record Date are entitled to receive notice of, attend and vote
at the AGM and any adjourned or postponed meeting thereof.
Holders of record of American
Depositary Shares (the “ADSs”) as of the close of business on June 1, 2023, Eastern Time (the “ADS
Record Date”) who wish to exercise their voting rights for the underlying Ordinary Shares must give voting instructions
to The Bank of New York Mellon, the depositary of the ADS program.
ATTENDING THE AGM
Only holders of record of
Ordinary Shares as of the Ordinary Share Record Date are entitled to attend and vote at the AGM. Please note that holders of ADSs are
not entitled to attend the AGM.
Shareholders are encouraged
to attend the AGM virtually. Shareholders will have an equal opportunity to participate at the AGM and engage with the directors, management,
and other shareholders of the Company online, regardless of their geographic location.
PROXY FORMS AND ADS VOTING CARDS
A holder of Ordinary Shares
as of the Ordinary Shares Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record
Date will need to instruct The Bank of New York Mellon, the depositary of the ADS program, as to how to vote the Ordinary Shares represented
by the ADSs. Please refer to the proxy form (for holders of Ordinary Shares) or ADS voting card (for holders of ADSs), which are attached
to and made a part of this notice for further details and instructions.
Holders of record of the Company’s
Ordinary Shares on the Company’s Register of Members as of the Record Date are cordially invited to attend the AGM. Your vote is
important. You are urged to complete, sign, date and return the accompanying proxy form to us (for holders of Ordinary Shares) or your
voting instructions to The Bank of New York Mellon (for holders of the ADSs) as promptly as possible and before the prescribed deadline
if you wish to exercise your voting rights. We must receive the proxy form by no later than 5:00 p.m., Shanghai time, on July 6,
2023 at 41th Floor, Building A, No. 188 Hongbaoshi Road, Changning District, Shanghai 201103, People’s Republic of China to
ensure your representation at the AGM, and The Bank of New York Mellon must receive your voting instructions by no later than 12:00 p.m.,
Eastern Time, on July 6, 2023 to enable the votes attaching to the Ordinary Shares represented by your ADSs to be cast at the AGM.
The Ordinary Shares represented
by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder
of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted
and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is
likely to vote the shares FOR the resolution. The Company does not presently know of any other business which may come before the
AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be
acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of
the proxy holders named therein. If you change your mind after you return your proxy card, you may revoke your proxy by attending and
voting at the AGM, or by submitting a notice of revocation or another proxy card with a later date no later than 5:00 p.m., Shanghai time,
on July 6, 2023.
ANNUAL REPORT
Shareholders may obtain a
copy of the Company’s annual report, free of charge, from the Company’s website at www.gracellbio.com, or from the SEC’s
website at www.sec.gov.
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By Order of the Board of Directors, |
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/s/ William Wei Cao |
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Dr. William Wei Cao |
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Chairman and Chief Executive Officer |
Shanghai, China
June 1, 2023
