6-K
Chanson International Holding (CHSN)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
Forthe month of October 2025
CommissionFile Number: 001-41663
ChansonInternational Holding
B9Xinjiang Chuangbo Zhigu Industrial Park
No.100 Guangyuan Road, Shuimogou District
Urumqi,Xinjiang, China 830017
(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 ☐
EXPLANATORYNOTE
The extraordinary general meeting of shareholders (the “EGM”) of Chanson International Holding, a company incorporated under the laws of the Cayman Islands (the “Company”), will be held on November 10, 2025. In connection with the EGM, the Company hereby furnishes the following documents:
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EXHIBITINDEX
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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.
| Chanson International Holding | ||
|---|---|---|
| Date: October 23, 2025 | By: | /s/ Gang Li |
| Name: | Gang Li | |
| Title: | Chief Executive Officer, Director, and<br><br> Chairman of the Board of Directors |
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Exhibit 99.1
Chanson International Holding
(incorporated under the laws of the Cayman Islands)
(NASDAQ: CHSN)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of shareholders (the “EGM”) of Chanson International Holding (the “Company”) will be held on November 10, 2025, at 10:00 a.m., Eastern Time. The EGM will be held in a hybrid format. In-person participants will be able to attend the EGM at B9 Xinjiang Chuangbo Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017. Remote participants will be able to attend the EGM at www.virtualshareholdermeeting.com/CHSN2025.
The purpose of the EGM is for the shareholders of the Company (the “Shareholders”) to consider and, if thought fit, pass the following resolutions:
| 1. | It is resolved as an ordinary resolution that the Company’s authorized share capital be increased, effective immediately, from US$5,000,000 divided into 55,000,000 Class A Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each to US$165,000,000 divided into 2,055,000,000 Class A Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each (the “Authorised Share Capital Increase”). |
|---|---|
| 2. | It is resolved as a special resolution that, subject to and immediately following the Authorised Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Authorised Share Capital Increase. |
| --- | --- |
| 3. | It is resolved as an ordinary resolution that |
| --- | --- |
| a. | conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”): |
| --- | --- |
| i. | the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”); |
| --- | --- |
| ii. | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| --- | --- |
| iii. | any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
| --- | --- |
| b. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion. |
| --- | --- |
| 4. | It is resolved as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect the Share Consolidation. |
| --- | --- |
| 5. | It is resolved, as an ordinary resolution, to adjourn the EGM to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the EGM, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. |
| --- | --- |
The foregoing items of business are described in the proxy statement accompanying this notice. The Board unanimously recommends that the Shareholders vote “FOR” for each item.
The Board has fixed the close of business on October 23, 2025 as the record date (the “Record Date”) for determining the Shareholders entitled to receive notice of and to vote at the EGM or any adjournment thereof. Only holders of Class A ordinary shares and Class B ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the EGM or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials from the Company’s website at https://ir.chanson-international.net/. The notice of the EGM, the proxy statement, and the proxy card will be sent or made available to shareholders on or about October 23, 2025.
| By Order of the Board of Directors, |
|---|
| /s/ Gang Li |
| Gang Li<br><br> Chief Executive Officer, Director and <br><br>Chairman of the Board of Directors<br><br> <br>Urumqi, China<br><br> <br><br><br> <br>October 23, 2025 |
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CHANSON INTERNATIONAL HOLDING
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSNovember 10, 202510:00 a.m., Eastern Time
PROXY STATEMENT
The board of directors (the “Board ofDirectors”) of Chanson International Holding (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “EGM”) of the Company to be held on November 10, 2025, at 10:00 a.m., Eastern Time. The Company will hold the EGM at B9 Xinjiang Chuangbo Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017, which shareholders will be able to attend in person and via live audio webcast online at www.virtualshareholdermeeting.com/CHSN2025. Shareholders will have an equal opportunity to participate in the business for which the EGM has been convened, to hear and see all persons present who speak and to be heard and seen by all other persons present in the same way, regardless of their geographic location.
Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the EGM or any adjournment thereof in real time. Beneficial shareholders who hold their 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 guests and may view the webcast, but will not be able to participate in or vote at the EGM.
Only holders of the Class A ordinary shares of par value US$0.08 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value US$0.08 each (the “ClassB Ordinary Shares”) (together with the Class A Ordinary Shares, the “ordinary shares”) of the Company of record at the close of business on October 23, 2025 (the “Record Date”) are entitled to attend and vote at the EGM 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 authorised representative representing not less than one-third of the voting rights of the outstanding ordinary shares carrying the right to vote at the EGM shall form a quorum.
Any shareholder entitled to attend and vote at the EGM 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 Class A Ordinary Shares shall be entitled to one vote in respect of each Class A Ordinary Share held by such holder on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to 50 votes in respect of each Class B Ordinary Share held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the EGM, resolutions will be proposed as follows:
| 1. | It is resolved as an ordinary resolution that the Company’s authorized share capital be increased, effective immediately, from US$5,000,000 divided into 55,000,000 Class A Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each to US$165,000,000 divided into 2,055,000,000 Class A Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each (the “Authorised Share Capital Increase”). |
|---|---|
| 2. | It is resolved as a special resolution that, subject to and immediately following the Authorised Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Authorised Share Capital Increase. |
| --- | --- |
| 3. | It is resolved as an ordinary resolution that |
| --- | --- |
| a. | conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”): |
| --- | --- |
| i. | the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”); |
| --- | --- |
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| ii. | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
|---|---|
| iii. | any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
| --- | --- |
| b. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion. |
| --- | --- |
| 4. | It is resolved as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect the Share Consolidation. |
| --- | --- |
| 5. | It is resolved, as an ordinary resolution, to adjourn the EGM to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the EGM, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. |
| --- | --- |
The Board of Directors recommends a vote “FOR”each of the Proposals No. 1-5.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the EGM may do so either in person or by proxy. Those shareholders who are unable to attend the EGM are requested to read, complete, sign, date, and return the attached proxy card in accordance with the instructions set out therein.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to the Marketplace Rules of Nasdaq Stock Market, which permit companies to make available their annual reports 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 fiscal year ended December 31, 2024 on Form 20-F (the “2024 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 2024 Annual Report to shareholders by visiting the Company’s website at https://ir.chanson-international.net. If you want to receive a paper or email copy of the Company’s 2024 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 of the Company, available at https://ir.chanson-international.net.
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PROPOSAL NO. 1
AUTHORISED SHARE CAPITAL INCREASE
To consider and approve a proposal for the Company to increase its authorised share capital, effectively immediately, from US$5,000,000 divided into 55,000,000 Class A Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each to US$165,000,000 divided into 2,055,000,000 Class A Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each (the “AuthorisedShare Capital Increase”).
RESOLUTIONS TO BE VOTED UPON
The full text of the resolution to be proposed is as follows:
It is resolved as an ordinary resolutionthat the Company’s authorised share capital be increased, effective immediately, from US$5,000,000 divided into 55,000,000 ClassA Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each to US$165,000,000 dividedinto 2,055,000,000 Class A Ordinary Shares of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each (the“Authorised Share Capital Increase”).
VOTE REQUIRED FOR APPROVAL
Proposals No. 1 will be approved if a simple majority of the total votes properly cast in person or by proxy at the EGM by the holders of ordinary shares of the Company entitled to vote at the EGM vote “FOR” the proposal.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM
THE BOARD OF DIRECTORS RECOMMENDSA VOTE FORTHE AUTHORISED SHARE CAPITAL INCREASE.
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PROPOSAL NO. 2
ADOPTION OF AMENDED AND RESTATED MEMORANDUMOF ASSOCIATION
To consider and approve a proposal for the Company to, subject to and immediately following the Authorised Share Capital Increase being effected, adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Authorised Share Capital Increase.
The only substantive change to be made to the Company’s memorandum of association pursuant to this Proposal No. 2 is to update paragraph 8 of the memorandum of association, which such paragraph describes the authorised share capital of the Company.
Fractional Shares
The full text of the resolution to be proposed is as follows:
It is resolved as a special resolutionthat, subject to and immediately following the Authorised Share Capital Increase being effected, the Company adopt an amended and restatedmemorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflectthe Authorised Share Capital Increase.
Fractional Shares
Proposal No. 2 will be approved if at least two-thirds of the total votes properly cast in person or by proxy at the EGM by the holders of ordinary shares of the Company entitled to vote at the EGM vote “FOR” the proposal.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE FORADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT AUTHORISED SHARE CAPITAL INCREASE.
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PROPOSAL NO. 3
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 on such date as the Board of Directors shall determine, at a ratio of no less than 2-for-1 and no greater than 100-for-1, to be determined by the Board of Directors in its sole discretion.
Purpose of the Share Consolidation
The Company’s Class A Ordinary Shares are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CHSN.” Among other requirements, the listing maintenance standards established by Nasdaq require the Class A Ordinary Shares to have a minimum closing bid price of at least US$1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”), if the closing bid price of the Class A 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 Class A Ordinary Shares do not close at a minimum bid price of US$1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Class A Ordinary Shares.
In the event the Class A Ordinary Shares were no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to trade its Class A Ordinary Shares 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 Class A Ordinary Shares would likely have a negative impact on the liquidity and market price of the Class A 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 Class A Ordinary Shares; and (ii) the liquidity and marketability of the Class A Ordinary Shares. This could reduce the ability of holders of the Class A Ordinary Shares to purchase or sell Class A 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 such relationships.
Furthermore, if the Class A Ordinary Shares were 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 Class A Ordinary Shares, which may cause the market price of the Class A Ordinary Shares to decline.
However, there can be no assurance that Proposal No. 3, if effected and completed, will result in the intended benefits, such as increasing the trading price of the Class A ordinary shares or maintaining the continued listing of the Class A Ordinary Shares on Nasdaq.
Registration and Trading of our Class A OrdinaryShares
The Share Consolidation will not affect the registration of the Class A Ordinary Shares or the Company’s obligation to publicly file financial statements and other information with the U.S. Securities and Exchange Commission. If and when the Share Consolidation is implemented, the Class A Ordinary Shares will begin trading on a post-split basis on the effective date. In connection with the Share Consolidation, the CUSIP number of the Class A Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Class A ordinary shares) will change.
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Fractional Shares
No fractional Shares shall be issued in connection with the Share Consolidation and all fractional Shares (after aggregating all fractional Shares that would otherwise be received by a shareholder) resulting from the Share Consolidation will instead be rounded up to the whole number of Shares.
Authorised Share Capital
At the time the Share Consolidation is effective, the Company’s authorised share capital will be consolidated at the same ratio meaning there will be a reduction in the authorized share capital of the Company by a factor between 2 and 100.
Street Name Holders of Class A Ordinary Shares
The Company intends for the Share Consolidation to treat shareholders holding Class A 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. Should the Board of Directors determines the effective time of the Share Consolidation, nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding Class A Ordinary Shares in street name should contact their nominees.
Share Certificates
Should the Board of Directors choose to effect the Share Consolidation, the Company’s transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the effective time.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed is as follows:
It is resolved as an ordinaryresolution that
| a. | conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”): |
|---|---|
| i. | the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”); |
| --- | --- |
| ii. | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| --- | --- |
| iii. | any change to the Company’s authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
| --- | --- |
| b. | any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion. |
| --- | --- |
VOTE REQUIRED FOR APPROVAL
Proposal No. 3 will be approved if a simple majority of the total votes properly cast in person or by proxy at the EGM by the holders of ordinary shares of the Company entitled to vote at the EGM vote “FOR” the proposal.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE FORTHE SHARE CONSOLIDATION.
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PROPOSAL NO. 4
ADOPTION OF AMENDED AND RESTATED MEMORANDUMOF ASSOCIATION
To consider and approve a proposal for the Company to, subject to and immediately following the Share Consolidation being effected, adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation.
The only substantive change to be made to the Company’s memorandum of association pursuant to this Proposal No. 4 is to update paragraph 8 of the memorandum of association, which such paragraph describes the authorised share capital of the Company.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed is as follows:
It is resolved as a special resolutionthat, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandumof association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect theShare Consolidation.
VOTE REQUIRED FOR APPROVAL
Proposal No. 4 will be approved if at least two-thirds of the total votes properly cast in person or by proxy at the EGM by the holders of Shares of the Company entitled to vote at the EGM vote “FOR” the proposal.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE FORADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CONSOLIDATION.
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PROPOSAL NO. 5
EGMADJOURNMENT
Proposal No. 5, if adopted, will allow the Board of Directors to adjourn the EGM to a later date or dates or sine die, if necessary to permit further solicitation and vote of proxies if, at the time of the EGM of the Company, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals or any proposal to be presented at the EGM. If Proposal No. 5 is not approved by shareholders, the Board of Directors may not be able to adjourn the EGM to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed is as follows:
It is resolved, as an ordinary resolution,to adjourn the EGM to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the timeof the EGM, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.
VOTE REQUIRED FOR APPROVAL
Proposal No. 5 will be approved if a simple majority of the total votes properly cast in person or by proxy at the EGM by the holders of ordinary shares of the Company entitled to vote at the EGM vote “FOR” the proposal.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the EGM.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE FOREGM ADJOURNMENT.
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OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the EGM. If any other matters properly come before the EGM, 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.
| By order of the Board of Directors | |
|---|---|
| Date: October 23, 2025 | /s/ Gang Li |
| Gang Li | |
| Chief Executive Officer, Director and<br><br> Chairman of the Board of Directors |
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Companies Act (Revised)
Company Limited by Shares
Amended and Restated
Memorandum of Association
of
Chanson International Holding
香颂国际控股公司
(Adopted by special resolution passed on [●])
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Companies Act (Revised)
Company Limited by Shares
Amended and Restated
Memorandum of Association
of
Chanson International Holding
香颂国际控股公司
(Adopted by special resolution passed on [●])
| 1 | The name of the Company is Chanson International Holding 香颂国际控股公司. |
|---|---|
| 2 | The Company's registered office will be situated at the offices of Harneys Fiduciary (Cayman) Limited,<br>4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Islands, or at such other place in the<br>Cayman Islands as the directors may at any time decide. |
| --- | --- |
| 3 | The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the<br>Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands. |
| --- | --- |
| 4 | The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section<br>27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity<br>irrespective of any question of corporate benefit. |
| --- | --- |
| 5 | Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br>without being duly licensed, namely: |
| --- | --- |
| (a) | the business of a bank or trust company without being licensed in that behalf under the Banks and Trust<br>Companies Act (Revised); or |
| --- | --- |
| (b) | insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br>or broker without being licensed in that behalf under the Insurance Act (Revised); or |
| --- | --- |
| (c) | the business of company management without being licensed in that behalf under the Companies Management<br>Act (Revised). |
| --- | --- |
| 6 | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance<br>of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands<br>and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| --- | --- |
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| 7 | The Company is a company limited by shares and accordingly the liability of each member is limited to<br>the amount (if any) unpaid on that member's shares. |
|---|---|
| 8 | The share capital of the Company is US$165,000,000 divided into 2,055,000,000 Class A ordinary shares<br>of US$0.08 par value each and 7,500,000 Class B Ordinary Shares of US$0.08 par value each. Subject to the Companies Act (Revised) and<br>the Company's articles of association, the Company has power to do any one or more of the following: |
| --- | --- |
| (a) | to redeem or repurchase any of its shares; and |
| --- | --- |
| (b) | to increase or reduce its capital; and |
| --- | --- |
| (c) | to issue any part of its capital (whether original, redeemed, increased or reduced): |
| --- | --- |
| (i) | with or without any preferential, deferred, qualified or special rights, privileges or conditions; or |
| --- | --- |
| (ii) | subject to any limitations or restrictions |
| --- | --- |
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
| (d) | to alter any of those rights, privileges, conditions, limitations or restrictions. |
|---|---|
| 9 | The Company has power to register by way of continuation as a body corporate limited by shares under the<br>laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
| --- | --- |
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Exhibit99.2
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V80971 - TBD Abstain Against For ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! CHANSON INTERNATIONAL HOLDING B9 XINJIANG CHUANGBO ZHIGU INDUSTRIAL PARK NO. 100 GUANGYUAN ROAD, SHUIMOGOU DISTRICT URUMQI, XINJIANG, CHINA 830017 1. 2. 4. 5. 3. Proposal 1 : Resolved as an ordinary resolution that the Company’s authorized share capital be increased, effective immediately, from US $ 5 , 000 , 000 divided into 55 , 000 , 000 Class A Ordinary Shares of US $ 0 . 08 par value each and 7 , 500 , 000 Class B Ordinary Shares of US $ 0 . 08 par value each to US $ 165 , 000 , 000 divided into 2 , 055 , 000 , 000 Class A Ordinary Shares of US $ 0 . 08 par value each and 7 , 500 , 000 Class B Ordinary Shares of US $ 0 . 08 par value each (the Authorised Share Capital Increase) . Proposal 2 : Resolved as a special resolution that, subject to and immediately following the Authorised Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Authorised Share Capital Increase . Proposal 3 : Resolved as an ordinary resolution that : 1. conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”) : a. the authorised, issued, and outstanding shares of the Company (collectively, the Shares) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2 , into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”) ; b. no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share ; and c. any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion ; and 2 . any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion . Proposal 4 : Resolved as a special resolution that, subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect the Share Consolidation . Proposal 5 : Resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals . CHANSON INTERNATIONAL HOLDING The Board of Directors recommends you vote FOR the following proposals: NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorised officer. SCAN TO VIEW MATERIALS & VOTE I> EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . During The Meeting - Go to www.virtualshareholdermeeting.com/CHSN2025 You may attend the meeting via the Internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 .
V80972 - TBD Important Notice Regarding the Availability of Proxy Materials for the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS: The Notice and Proxy Statement is available at www.proxyvote.com. CONTINUED AND TO BE SIGNED ON REVERSE SIDE CHANSON INTERNATIONAL HOLDING EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS to be held on November 10, 2025, at 10:00 a.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of Chanson International Holding, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders (the “Meeting”) and the Proxy Statement, each dated October 23 , 2025 , and hereby appoints of or, if no person is otherwise specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting of the Company to be held on November 10 , 2025 , at 10 : 00 a . m . , Eastern Time, at B 9 Xinjiang Chuangbo Zhigu Industrial Park, No . 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017 , with the ability given to the shareholders to join virtually at www . virtualshareholdermeeting . com/CHSN 2025 , and to vote all shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth herein as specified by the undersigned on the reverse . This proxy, when properly executed, will be voted in the manner directed herein . If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations .