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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number 001-41573
HIGH-TREND INTERNATIONAL GROUP
(Translation of registrant’s name into English)
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
+1 (929) 666-0683
(Address of principal executive office)
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 ☐
On April 6, 2026, High-Trend International Group (the “Registrant”
or the “Company”) announced that it would hold a meeting of the holders of class A ordinary shares, $0.0025 par value per
share (the “Class A Shares”) (the “Class A Meeting”) on May 7, 2026, immediately followed by an extraordinary
general meeting of the shareholders (the “General Meeting,” together with the Class A Meeting, the “Meetings.”)
Shareholders of record who hold Class A Shares at the close of business on April 6, 2026 will be entitled to notice of and to vote at
the Class A Meeting and any postponements or adjournments thereof. Shareholders of record who hold Class A Shares and class B ordinary
shares, $0.0025 par value per share, at the close of business on April 6, 2026, will be entitled to notice of and to vote at the General
Meeting and any postponements or adjournments thereof.
In connection with the Meetings, the Company hereby furnishes the following
documents:
Attached as Exhibit 3.1 to this Report is the proposed Fourth Amended
and Restated Memorandum and Articles of Association, to be voted on at the General Meeting.
Attached as Exhibit 99.1 to this Report is the Notice of the Meeting
for the Class A Meeting, together with the Form of Proxy Card for use in connection with the Class A Meeting.
Attached as Exhibit 99.2 to this Report is the Notice of the Meeting
for the General Meeting, together with the Form of Proxy Card for use in connection with the General Meeting.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Proposed Fourth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Notice of Meeting of Holders of Class
A Ordinary Shares |
| 99.2 |
|
Notice of Extraordinary General Meeting
of Shareholders |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 6, 2026 |
HIGH-TREND INTERNATIONAL GROUP |
| |
|
| |
/s/ Shixuan He |
| |
Shixuan He |
| |
Chief Executive Officer |
| |
(Principal Executive Officer) |
Exhibit 99.1
high-trend
international group
NOTICE OF MEETING of
holders of class A ordinary shares
To be
held on MAY 7, 2026
Notice
is hereby given that High-Trend International Group (the “Company”), a Cayman Islands exempted company with
limited liability, will hold a meeting of the holders of class A ordinary shares, US$0.0025 par value per share of the Company (the “Class
A Meeting”) at 9 AM Eastern Time on May 7, 2026, remotely via the following Zoom link https://us02web.zoom.us/j/85326063743?pwd=y3luWuWdj4Sc65KUwjn19Nx7bMgQIT.1,
for the purpose of considering and, if thought fit, passing the following resolutions of the Company:
RESOLUTION 1:
BY aN
Ordinary RESOLUTION TO APPROVE THAT the third amended and restated memorandum and articles of association of the Company as
currently in effect be amended and restated by the deletion in their entirety and the substitution in their place with the fourth amended
and restated memorandum and articles of association of the Company in the form attached hereto as the “Fourth Amended and
Restated M&A” which reflect certain changes, including without limitation:
| (i) | the voting rights attached to each class B ordinary share, US$0.0025 par value
per share, of the Company (the “Class B Ordinary Shares”) be increased from twenty (20) votes to one hundred (100) votes on
all matters subject to vote at general meetings of the Company; |
| (ii) | any consolidation or reserves split of Class B Ordinary shares is subject to approval
by the holder(s) of such Class B Ordinary Shares; |
| (iii) | Certain major actions (see Article 89 of the Fourth Amended and Restated M&A)
are subject to the prior written consent of the Majority Class B Holder(s) (as defined in the Fourth Amended and Restated M&A). |
RESOLUTION 2:
Subject to the approval of Resolution 1
above at this Class A Meeting and the General Meeting and the Fourth Amended and Restated M&A becoming effective, BY AN ORDINARY
RESOLUTION TO APPROVE THAT
| (i) | all the issued and outstanding and unissued class A ordinary
shares, US$0.0025 par value per share, of the Company in the authorized share capital of the Company be consolidated, at any one time
or multiple times during a period of up to two years of the date of the Class A Meeting, at the exact consolidation ratio and effective
time as the board of directors of the Company (the “Board”) may determine from time to time in its absolute discretion,
provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations”
and each, a “Share Consolidation”) shall not be more than 1000:1; |
| (ii) | the Board be authorized, at its absolute and sole discretion,
to either (a) implement such Share Consolidation(s), and determine the exact consolidation ratio and effective date of each Share Consolidation
during a period of up to two years of the date of the Class A Meeting; or (b) elect not to implement any Share Consolidation during a
period of up to two years of the date of the Class A Meeting; |
| (iii) | the Board be authorized to settle as the Board considers expedient
any difficulty which arises in relation to the Share Consolidation(s), including but not limited to, where the number of issued consolidated
shares of any class held by any shareholder after and as a result of a Share Consolidation is not a whole number, to issue to that shareholder
an additional fraction of one consolidated share of the same class (credited as fully paid by way of capitalization out of the share
premium of the Company) which shall result in the number of consolidated shares of such class which are held by such shareholder being
rounded up to the next whole number of consolidated shares of such class; and |
| (iv) | the Board be authorized, if and when deemed advisable by the
it in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other
acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s), including to amend the memorandum
and articles of association of the Company effective as of that time to reflect each of such Share Consolidation(s) and instruct the
registered office provider of the Company to attend to the filing of such amended and restated the memorandum and articles of association
of the Company with the Registrar of Companies of the Cayman Islands. |
The Class A Meeting will be followed by an extraordinary
general meeting of the shareholders (the “General Meeting”). The notices of the General Meeting are distributed to
all shareholders of the Company separately.
By Order of the Board of Directors,
High-Trend International Group
Shixuan He
Chief Executive Officer
April 6, 2026
A form of proxy has been included with this Notice.
NOTES:
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR
STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder
entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert
the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairperson
will be appointed as your proxy. |
| 2 | Any standing proxy previously deposited by a shareholder
with the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder
attends the Meeting in person or executes a specific proxy. |
| 3 | A form of proxy for use at the Meeting is enclosed. Whether
or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance
with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed
or a notarially certified copy of that power or authority) at 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 or send copies
of the foregoing by email to adm@htcoint.com, in each case marked for the attention of High-Trend International Group, not later
than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance with the Articles of Association of the
Company. Returning the completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. |
| 4 | If two or more persons are jointly registered as holders
of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s
register of members in respect of the relevant shares. |
| 5 | A shareholder holding more than one share entitled to attend
and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a
share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and,
subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some
or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| 6 | The quorum for the Meeting is two or more holders of shares
which carry not less than one-half of all votes attaching to the shares in issue and entitled to vote at the Meeting. |
| 7 | “Ordinary Resolution” means a resolution
passed by a simple majority of the votes cast by the holders of class A ordinary shares as, being entitled to do so, vote in person or,
where proxies are allowed, by proxy at a general meeting of the holders of class A ordinary shares, and includes a unanimous written
resolution. |
| 8 | “Special Resolution” means a resolution
passed by a majority of at least two-thirds of the votes cast by the holders of class A ordinary shares as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy at a general meeting of the holders of class A ordinary shares of which notice
specifying the intention to propose the resolution as a special resolution has been duly given, and includes a unanimous written resolution. |
| 9 | If the proxy is returned without an indication as to how
the proxy shall vote, the proxy will vote in favor of or against the resolutions or may abstain at his/her discretion. |
| 10 | This form of proxy is for use by shareholders only. If the
appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized
for that purpose. |
| 11 | Any alterations made to this form must be initialed by you. |
| 12 | Voting will be conducted on a poll. |
High-Trend International Group
(the “Company”)
Proxy Form
| I/We1 |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
| |
|
| being a shareholder/shareholder(s) of the Company and the holder/holders of |
| |
| ___________________________________________________(number and class of shares) |
| |
| appoint |
| |
| |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
as my/our proxy2 or failing him/her
the duly appointed chairperson of the meeting, to vote for me/us and on my/our behalf at the meeting of holders of class A ordinary shares
of the Company to be held remotely via Zoom at link https://us02web.zoom.us/j/85326063743?pwd=y3luWuWdj4Sc65KUwjn19Nx7bMgQIT.1 at 9 AM
Eastern Time, on May 7, 2026 and at any adjournment of that meeting.
Please indicate with a tick mark in the spaces
opposite to the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for
or against the resolutions or may abstain at his/her discretion.
| 1 | Full name(s) and address(es) to be inserted in block letters. |
| 2 | Insert name and address of the desired proxy in the spaces
provided. |
| Resolutions: |
|
For |
Against |
Abstain |
| 1. |
BY aN
Ordinary RESOLUTION TO APPROVE THAT the third amended and restated memorandum and articles of association of the Company as
currently in effect be amended and restated by the deletion in their entirety and the substitution in their place with the fourth amended
and restated memorandum and articles of association of the Company in the form attached hereto as the “Fourth Amended and
Restated M&A” which reflect certain changes, including without limitation:
(i) the voting rights attached to each class B ordinary share, US$0.0025 par value per share, of the Company (the “Class B Ordinary
Shares”) be increased from twenty (20) votes to one hundred (100) votes on all matters subject to vote at general meetings of the
Company;
(ii) any consolidation or reserves split of Class B Ordinary shares is subject to approval by the holder(s) of such Class B Ordinary Shares;
(iii) Certain major actions (see Article 89 of the Fourth Amended and Restated M&A) are subject to the prior written consent of the Majority
Class B Holder(s) (as defined in the Fourth Amended and Restated M&A). |
☐ |
☐ |
☐ |
| 2. |
Subject to the approval of Resolution 1 above
at this Class A Meeting and the General Meeting and the Fourth Amended and Restated M&A becoming effective, BY AN ORDINARY RESOLUTION
TO APPROVE THAT
(i)
all the issued and outstanding and unissued class A ordinary shares, US$0.0025 par value per share, of the Company in the authorized share
capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Class
A Meeting, at the exact consolidation ratio and effective time as the board of directors of the Company (the “Board”) may
determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidation(s)
(altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1000:1;
(ii)
the Board be authorized, at its absolute and sole discretion, to either (a) implement such Share Consolidation(s), and determine the exact
consolidation ratio and effective date of each Share Consolidation during a period of up to two years of the date of the Class A Meeting;
or (b) elect not to implement any Share Consolidation during a period of up to two years of the date of the Class A Meeting;
(iii) the Board be authorized to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidation(s),
including but not limited to, where the number of issued consolidated shares of any class held by any shareholder after and as a result
of a Share Consolidation is not a whole number, to issue to that shareholder an additional fraction of one consolidated share of the same
class (credited as fully paid by way of capitalization out of the share premium of the Company) which shall result in the number of consolidated
shares of such class which are held by such shareholder being rounded up to the next whole number of consolidated shares of such class;
and
(iv) the Board be authorized, if and when deemed advisable by the it in its sole discretion, to authorize any director or officer of the Company,
for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement
Share Consolidation(s), including to amend the memorandum and articles of association of the Company effective as of that time to reflect
each of such Share Consolidation(s) and instruct the registered office provider of the Company to attend to the filing of such amended
and restated the memorandum and articles of association of the Company with the Registrar of Companies of the Cayman Islands. |
☐ |
☐ |
☐ |
Dated:
| Executed by: |
| |
| __________________________________ |
|
Signature of shareholder
Name of Authorized Officer/Attorney:3 |
| 3 | To be completed if the shareholder is a corporation –
please insert name of authorized officer/attorney signing on behalf of the corporate shareholder. |
Exhibit 99.2
high-trend
international group
NOTICE OF 2026 Extraordinary
GENERAL MEETING
To be
held on MAY 7, 2026
Notice
is hereby given that High-Trend International Group (the “Company”), a Cayman Islands exempted company with
limited liability, will hold an extraordinary general meeting of the shareholders (the “General Meeting”), remotely
via the following Zoom link https://us02web.zoom.us/j/85326063743?pwd=y3luWuWdj4Sc65KUwjn19Nx7bMgQIT.1 on May 7, 2026, for the purpose
of considering and, if thought fit, passing the following resolutions of the Company:
RESOLUTION 1:
BY AN ORDINARY RESOLUTION TO APPROVE THAT the
authorized share capital of the Company be increased from US$1,250,000 divided into 489,900,000 Class A Ordinary Shares of a par value
of US$0.0025 each and 10,100,000 Class B Ordinary Shares of a par value of US$0.0025 each, to US$5,275,250 divided into 2,000,000,000
Class A Ordinary Shares of a par value of US$0.0025 each and 110,100,000 Class B Ordinary Shares of a par value of US$0.0025 each (the
“Share Capital Increase”).
RESOLUTION 2:
BY a
special RESOLUTION TO APPROVE THAT the voting rights attached to each class B ordinary share, US$0.0025 par value per share,
of the Company be increased from twenty (20) votes to one hundred (100) votes on all matters subject to vote at general meetings of the
Company (the “Increase of the Voting Rights of Class B Ordinary Shares”).
RESOLUTION 3:
BY a
special RESOLUTION TO APPROVE THAT the third amended and restated memorandum and articles of association of the Company as
currently in effect be amended and restated by the deletion in their entirety and the substitution in their place with the new amended
and restated memorandum and articles of association of the Company in the form attached hereto as the “Fourth Amended and
Restated M&A” which reflects, among others, the Share Capital Increase and the Increase of the Voting Rights of Class
B Ordinary Shares.
RESOLUTION 4:
BY AN ORDINARY RESOLUTION TO APPROVE
THAT
| (i) | all the issued and outstanding and unissued class A ordinary
shares, US$0.0025 par value per share, of the Company in the authorized share capital of the Company be consolidated, at any one time
or multiple times during a period of up to two years of the date of the General Meeting, at the exact consolidation ratio and effective
time as the board of directors of the Company (the “Board”) may determine from time to time in its absolute discretion,
provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations”
and each, a “Share Consolidation”) shall not be more than 1000:1; |
| (ii) | the Board be authorized, at its absolute and sole discretion,
to either (a) implement such Share Consolidation(s), and determine the exact consolidation ratio and effective date of each Share Consolidation
during a period of up to two years of the date of the General Meeting; or (b) elect not to implement any Share Consolidation during a
period of up to two years of the date of the General Meeting; |
| (iii) | the Board be authorized to settle as the Board considers expedient
any difficulty which arises in relation to the Share Consolidation(s), including but not limited to, where the number of issued consolidated
shares of any class held by any shareholder after and as a result of a Share Consolidation is not a whole number, to issue to that shareholder
an additional fraction of one consolidated share of the same class (credited as fully paid by way of capitalization out of the share
premium of the Company) which shall result in the number of consolidated shares of such class which are held by such shareholder being
rounded up to the next whole number of consolidated shares of such class; and |
| (iv) | the Board be authorized, if and when deemed advisable by it
in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other acts
and things and execute all such documents necessary or desirable to implement Share Consolidation(s), including to amend the memorandum
and articles of association of the Company effective as of that time to reflect each of such Share Consolidation(s) and instruct the
registered office provider of the Company to attend to the filing of such amended and restated the memorandum and articles of association
of the Company with the Registrar of Companies of the Cayman Islands. |
RESOLUTION 5:
BY a
special RESOLUTION TO APPROVE THAT subject to the passing of Resolution 4 and the separate approval of the holders of class
A ordinary shares of the Company of the Share Consolidations, and entirely conditional upon the effectiveness of each Share Consolidation,
with effect as of the date the Board may determine in its sole discretion, the Company adopt an amended and restated memorandum and articles
of association in substitution for and to the exclusion of, the then effective memorandum and articles of association of the Company
in effect concurrently or immediately after the effectiveness of each Share Consolidation, so long as it is implemented within two years
after the conclusion of the General Meeting.
The General Meeting will be held immediately following
a meeting of the holders of class A ordinary shares, US$0.0025 par value per share, of the Company (the “Class A Meeting”).
The Class A Meeting will be held at 9 AM, Eastern Time on May 7, 2026. The notices of the Class A Meeting are distributed to all holders
of class A ordinary shares of the Company separately.
By Order of the Board of Directors,
High-Trend International Group
Shixuan He
Chief Executive Officer
April 6, 2026
A form of proxy has been included with this Notice.
NOTES:
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR
STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder
entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert
the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairperson
will be appointed as your proxy. |
| 2 | Any standing proxy previously deposited by a shareholder
with the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder
attends the Meeting in person or executes a specific proxy. |
| 3 | A form of proxy for use at the Meeting is enclosed. Whether
or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance
with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed
or a notarially certified copy of that power or authority) at 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 or send copies
of the foregoing by email to adm@htcoint.com, in each case marked for the attention of High-Trend International Group, not later
than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance with the Articles of Association of the
Company. Returning the completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. |
| 4 | If two or more persons are jointly registered as holders
of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s
register of members in respect of the relevant shares. |
| 5 | A shareholder holding more than one share entitled to attend
and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a
share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and,
subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some
or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| 6 | The quorum for the Meeting is two or more holders of shares
which carry not less than one-half of all votes attaching to the shares in issue and entitled to vote at the Meeting. |
| 7 | “Ordinary Resolution” means a resolution
passed by a simple majority of the votes cast by the shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy at a general meeting, and includes a unanimous written resolution. |
| 8 | “Special Resolution” means a resolution
passed by a majority of at least two-thirds of the votes cast by the shareholders as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution
has been duly given, and includes a unanimous written resolution. |
| 9 | If the proxy is returned without an indication as to how
the proxy shall vote, the proxy will vote in favor of or against the resolutions or may abstain at his/her discretion. |
| 10 | This form of proxy is for use by shareholders only. If the
appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized
for that purpose. |
| 11 | Any alterations made to this form must be initialed by you. |
| 12 | Voting will be conducted on a poll. |
High-Trend International Group
(the “Company”)
Proxy Form
| I/We1 |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
| |
|
| being a shareholder/shareholder(s) of the Company and the holder/holders of |
| |
| ___________________________________________________ (number and class of shares) |
| |
| appoint |
| |
| |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
as my/our proxy2 or failing him/her
the duly appointed chairperson of the meeting, to vote for me/us and on my/our behalf at the 2026 extraordinary general meeting of the
Company to be held remotely via Zoom at link https://us02web.zoom.us/j/85326063743?pwd=y3luWuWdj4Sc65KUwjn19Nx7bMgQIT.1 on May 7, 2026
and at any adjournment of that meeting.
Please indicate with a tick mark in the spaces
opposite to the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for
or against the resolutions or may abstain at his/her discretion.
| 1 | Full name(s) and address(es) to be inserted in block letters. |
| 2 | Insert name and address of the desired proxy in the spaces
provided. |
| Resolutions: |
|
For |
Against |
Abstain |
| 1. |
BY AN ORDINARY RESOLUTION TO APPROVE THAT the authorized share capital of the Company be increased from US$1,250,000 divided into 489,900,000 Class A Ordinary Shares of a par value of US$0.0025 each and 10,100,000 Class B Ordinary Shares of a par value of US$0.0025 each, to US$5,275,250 divided into 2,000,000,000 Class A Ordinary Shares of a par value of US$0.0025 each and 110,100,000 Class B Ordinary Shares of a par value of US$0.0025 each (the “Share Capital Increase”). |
☐ |
☐ |
☐ |
| 2. |
BY a
special RESOLUTION TO APPROVE THAT the voting rights attached to each class B ordinary share, US$0.0025 par value per
share, of the Company be increased from twenty (20) votes to one hundred (100) votes on all matters subject to vote at general meetings
of the Company (the “Increase of the Voting Rights of Class B Ordinary Shares”). |
☐ |
☐ |
☐ |
| 3. |
BY a special RESOLUTION TO APPROVE THAT the third amended and restated memorandum and articles of association of the Company as currently in effect be amended and restated by the deletion in their entirety and the substitution in their place with the new amended and restated memorandum and articles of association of the Company in the form attached hereto as the “Fourth Amended and Restated M&A” which reflects, among others, the Share Capital Increase and the Increase of the Voting Rights of Class B Ordinary Shares. |
☐ |
☐ |
☐ |
| 4. |
BY AN ORDINARY RESOLUTION TO APPROVE
THAT
(i) all the issued and outstanding and unissued class A ordinary shares, US$0.0025 par value per share, of the Company in the authorized share
capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the General
Meeting, at the exact consolidation ratio and effective time as the board of directors of the Company (the “Board”) may determine
from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether,
the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1000:1;
(ii) the Board be authorized, at its absolute and sole discretion, to either (a) implement such Share Consolidation(s), and determine the exact
consolidation ratio and effective date of each Share Consolidation during a period of up to two years of the date of the General Meeting;
or (b) elect not to implement any Share Consolidation during a period of up to two years of the date of the General Meeting;
(iii)
the Board be authorized to settle as the Board considers expedient any difficulty which arises in relation to the Share
Consolidation(s), including but not limited to, where the number of issued consolidated shares of any class held by any shareholder
after and as a result of a Share Consolidation is not a whole number, to issue to that shareholder an additional fraction of one
consolidated share of the same class (credited as fully paid by way of capitalization out of the share premium of the Company) which
shall result in the number of consolidated shares of such class which are held by such shareholder being rounded up to the next
whole number of consolidated shares of such class; and
(iv)
the Board be authorized, if and when deemed advisable by it in its sole discretion, to authorize any director or officer of the Company,
for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement
Share Consolidation(s), including to amend the memorandum and articles of association of the Company effective as of that time to reflect
each of such Share Consolidation(s) and instruct the registered office provider of the Company to attend to the filing of such amended
and restated the memorandum and articles of association of the Company with the Registrar of Companies of the Cayman Islands. |
☐ |
☐ |
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| 5. |
BY a special RESOLUTION TO APPROVE THAT subject to the passing of Resolution 4 and the separate approval of the holders of class A ordinary shares of the Company of the Share Consolidations, and entirely conditional upon the effectiveness of each Share Consolidation, with effect as of the date the Board may determine in its sole discretion, the Company adopt an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the then effective memorandum and articles of association of the Company in effect concurrently or immediately after the effectiveness of each Share Consolidation, so long as it is implemented within two years after the conclusion of the General Meeting. |
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Dated:
| Executed by: |
| |
| __________________________________ |
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Signature of shareholder
Name of Authorized Officer/Attorney:3 |
| 3 | To be completed if the shareholder is a corporation –
please insert name of authorized officer/attorney signing on behalf of the corporate shareholder. |