STOCK TITAN

High-Trend (HTCO) eyes major share capital and voting overhaul

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

High-Trend International Group is calling a Class A shareholders’ meeting and an extraordinary general meeting on May 7, 2026, both held remotely via Zoom. Holders of Class A shares as of April 6, 2026 may vote at the Class A meeting, and holders of Class A and Class B shares may vote at the general meeting.

Shareholders will vote on increasing authorized share capital from US$1,250,000 to US$5,275,250, raising Class B voting power from 20 votes to 100 votes per share, and adopting a Fourth Amended and Restated Memorandum and Articles of Association. They will also consider giving the board discretion, for up to two years, to consolidate Class A shares by up to 1000:1 and implement related charter updates.

Positive

  • None.

Negative

  • Sharp increase in Class B voting power: Proposal to raise voting rights per Class B share from 20 to 100 votes could significantly concentrate control with high-vote holders.
  • Large authorized share capital expansion: Increasing authorized capital from US$1,250,000 to US$5,275,250, including up to 2,000,000,000 Class A shares, creates substantial capacity for future equity issuance and potential dilution.
  • Broad share consolidation authority: Board could consolidate all Class A shares by up to 1000:1 at its discretion over two years, giving management wide latitude to alter share structure.

Insights

High-Trend seeks more Class B control, larger capital base, and flexible share consolidation.

The company is asking shareholders to expand authorized capital to US$5,275,250 and increase Class A authorization to 2,000,000,000 shares and Class B to 110,100,000. It also proposes raising Class B voting power from 20% of current votes per share to 100% (20 to 100 votes each), materially strengthening high-vote holders’ influence.

Board discretion to consolidate all Class A shares by up to 1000:1 over two years, with authority to manage fractional shares and amend the charter after each consolidation, adds significant flexibility over share structure. Actual effects will depend on how many new shares are issued and whether the board uses the full consolidation authority.

Meeting date May 7, 2026 Class A Meeting and Extraordinary General Meeting held via Zoom
Authorized share capital (current) US$1,250,000 Divided into 489,900,000 Class A and 10,100,000 Class B shares
Authorized share capital (proposed) US$5,275,250 Divided into 2,000,000,000 Class A and 110,100,000 Class B shares
Class B votes per share (current) 20 votes Voting power before proposed amendment
Class B votes per share (proposed) 100 votes Voting power on all matters at general meetings if approved
Max Class A share consolidation Up to 1000:1 Board discretion over a period of up to two years
Par value per share US$0.0025 Applies to both Class A and Class B ordinary shares
extraordinary general meeting financial
"will hold an extraordinary general meeting of the shareholders (the “General Meeting”)"
authorized share capital financial
"the authorized share capital of the Company be increased from US$1,250,000"
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
Class B Ordinary Shares financial
"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”)"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Fourth Amended and Restated M&A financial
"in the form attached hereto as the “Fourth Amended and Restated M&A”"
Share Consolidations financial
"the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations”)"

 

 

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

 

1

 

 

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)

 

2

 

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.

 

1A 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.

 

2Any 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.

 

3A 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.

 

4If 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.

 

5A 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.

 

6The 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.

  

7Ordinary 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.

 

8Special 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.

 

9If 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.

 

10This 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.

 

11Any alterations made to this form must be initialed by you.

 

12Voting will be conducted on a poll.

 

2

 

 

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.

 

1Full name(s) and address(es) to be inserted in block letters.

 

2Insert name and address of the desired proxy in the spaces provided.

 

3

 

 

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

 

3To be completed if the shareholder is a corporation – please insert name of authorized officer/attorney signing on behalf of the corporate shareholder.

4

 

 

 

 

 

 

 

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.

 

1A 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.

 

2Any 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.

 

3A 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.

 

2

 

 

4If 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.

 

5A 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.

 

6The 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.

  

7Ordinary 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.

 

8Special 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.

 

9If 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.

 

10This 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.

 

11Any alterations made to this form must be initialed by you.

 

12Voting will be conducted on a poll.

 

3

 

 

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.

 

1Full name(s) and address(es) to be inserted in block letters.

 

2Insert name and address of the desired proxy in the spaces provided.

 

4

 

 

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.

 

Dated:

 

Executed by:
 
__________________________________

Signature of shareholder

Name of Authorized Officer/Attorney:3

 

 

3To be completed if the shareholder is a corporation – please insert name of authorized officer/attorney signing on behalf of the corporate shareholder.

 

6

 

 

FAQ

What is High-Trend International Group (HTCO) asking shareholders to approve in May 2026?

High-Trend seeks approval to expand authorized share capital, increase Class B voting rights, adopt a Fourth Amended and Restated Memorandum and Articles of Association, and grant its board broad authority to implement up to 1000:1 Class A share consolidations over two years.

When are High-Trend International Group’s 2026 shareholder meetings scheduled?

The Class A shareholders’ meeting and the extraordinary general meeting are scheduled for May 7, 2026. Both meetings will be held remotely via Zoom, with the Class A meeting at 9 AM Eastern Time followed immediately by the extraordinary general meeting.

How will High-Trend International Group’s authorized share capital change if proposals pass?

Authorized share capital would rise from US$1,250,000 to US$5,275,250, increasing Class A authorization from 489,900,000 to 2,000,000,000 shares and Class B from 10,100,000 to 110,100,000 shares, all with a par value of US$0.0025 per share.

Filing Exhibits & Attachments

3 documents