CHSN 6-K

Chanson International Holding (CHSN)

6-K 2026-08-27 For: 2026-08-27

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Added on August 27, 2026

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	●	It is resolved as a special resolution that, subject to and immediately following each Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association, to reflect such Share Consolidation.

	●	It is resolved, as an ordinary resolution, to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, 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.

Exhibit No.		Description
3.1		Amended and Restated Articles of Association of Chanson International Holding

	Chanson International Holding

Date: August 27, 2026	By:	/s/ Gang Li
	Name:	Gang Li
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

1	Definitions, interpretation and exclusion of Table A	1
	Definitions	1
	Interpretation	4
	Exclusion of Table A Articles	5

2	Shares	5
	Power to issue Shares and options, with or without special rights	5
	Power to pay commissions and brokerage fees	5
	Trusts not recognised	6
	Security interests	6
	Power to vary class rights	6
	Effect of new Share issue on existing class rights	6
	No bearer Shares or warrants	7
	Treasury Shares	7
	Rights attaching to Treasury Shares and related matters	7
	Register of Members	7
	Annual Return	8

3	Share certificates	8
	Issue of share certificates	8
	Renewal of lost or damaged share certificates	8

4	Lien on Shares	9
	Nature and scope of lien	9
	Company may sell Shares to satisfy lien	9
	Authority to execute instrument of transfer	10
	Consequences of sale of Shares to satisfy lien	10
	Application of proceeds of sale	10

5	Calls on Shares and forfeiture	11
	Power to make calls and effect of calls	11
	Time when call made	11
	Liability of joint holders	11
	Interest on unpaid calls	11
	Deemed calls	11
	Power to accept early payment	12
	Power to make different arrangements at time of issue of Shares	12
	Notice of default	12
	Forfeiture or surrender of Shares	12
	Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender	12
	Effect of forfeiture or surrender on former Member	13
	Evidence of forfeiture or surrender	13
	Sale of forfeited or surrendered Shares	13

6	Transfer of Shares	14
	Right to transfer	14
	Suspension of transfers	15
	Company may retain instrument of transfer	15
	Notice of refusal to register	15

7	Transmission of Shares	15
	Persons entitled on death of a Member	15
	Registration of transfer of a Share following death or bankruptcy	15
	Indemnity	16
	Rights of person entitled to a Share following death or bankruptcy	16

8	Alteration of capital	16
	Increasing, consolidating, converting, dividing and cancelling share capital	16
	Dealing with fractions resulting from consolidation of Shares	17
	Reducing share capital	17

9	Redemption and purchase of own Shares	17
	Power to issue redeemable Shares and to purchase own Shares	17
	Power to pay for redemption or purchase in cash or in specie	18
	Effect of redemption or purchase of a Share	18
	Conversion Rights	19
	Share Conversions	19

10	Meetings of Members	19
	Annual and extraordinary general meetings	19
	Power to call meetings	19
	Content of notice	20
	Period of notice	21
	Persons entitled to receive notice	21
	Accidental omission to give notice or non-receipt of notice	21

11	Proceedings at meetings of Members	22
	Quorum	22
	Lack of quorum	22
	Chairman	22
	Right of a Director to attend and speak	22
	Accommodation of Members at meeting	22
	Security	23
	Adjournment	23
	Method of voting	23
	Outcome of vote by show of hands	24
	Withdrawal of demand for a poll	24
	Taking of a poll	24
	Chairman’s casting vote	24
	Written resolutions	24
	Sole-Member Company	25

12	Voting rights of Members	25
	Right to vote	25
	Rights of joint holders	26
	Representation of corporate Members	26
	Member with mental disorder	26
	Objections to admissibility of votes	27
	Form of proxy	27
	How and when proxy is to be delivered	27
	Voting by proxy	28

13	Number of Directors	29

14	Appointment, disqualification and removal of Directors	29
	First Directors	29
	No age limit	29
	Corporate Directors	29
	No shareholding qualification	29

	Appointment of Directors	29
	Board’s power to appoint Directors	29
	Eligibility	30
	Appointment at annual general meeting	30
	Removal of Directors	30
	Resignation of Directors	30
	Termination of the office of Director	30

15	Alternate Directors	31
	Appointment and removal	31
	Notices	32
	Rights of alternate Director	32
	Appointment ceases when the appointor ceases to be a Director	32
	Status of alternate Director	32
	Status of the Director making the appointment	32

16	Powers of Directors	33
	Powers of Directors	33
	Directors below the minimum number	33
	Appointments to office	33
	Provisions for employees	34
	Exercise of voting rights	34
	Remuneration	34
	Disclosure of information	35

17	Delegation of powers	35
	Power to delegate any of the Directors’ powers to a committee	35
	Local boards	36
	Power to appoint an agent of the Company	36
	Power to appoint an attorney or authorised signatory of the Company	36
	Borrowing Powers	37
	Corporate Governance	37

18	Meetings of Directors	37
	Regulation of Directors’ meetings	37
	Calling meetings	37
	Notice of meetings	37
	Use of technology	37
	Quorum	38
	Chairman or deputy to preside	38
	Voting	38
	Recording of dissent	38
	Written resolutions	39
	Validity of acts of Directors in spite of formal defect	39

19	Permissible Directors’ interests and disclosure	39

20	Minutes	40

21	Accounts and audit	41
	Auditors	41

22	Record dates	41

23	Dividends	42
	Source of dividends	42
	Declaration of dividends by Members	42

	Payment of interim dividends and declaration of final dividends by Directors	42
	Apportionment of dividends	43
	Right of set off	43
	Power to pay other than in cash	43
	How payments may be made	43
	Dividends or other monies not to bear interest in absence of special rights	43
	Dividends unable to be paid or unclaimed	43

24	Capitalisation of profits	44
	Capitalisation of profits or of any share premium account or capital redemption reserve;	44
	Applying an amount for the benefit of Members	44

25	Share Premium Account	44
	Directors to maintain share premium account	44
	Debits to share premium account	45

26	Seal	45
	Company seal	45
	Duplicate seal	45
	When and how seal is to be used	45
	If no seal is adopted or used	45
	Power to allow non-manual signatures and facsimile printing of seal	46
	Validity of execution	46

27	Indemnity	46
	Release	47
	Insurance	47

28	Notices	47
	Form of notices	47
	Electronic communications	48
	Persons entitled to notices	49
	Persons authorised to give notices	49
	Delivery of written notices	49
	Joint holders	49
	Signatures	49
	Giving notice to a deceased or bankrupt Member	50
	Date of giving notices	50
	Saving provision	50

29	Authentication of Electronic Records	50
	Application of Articles	50
	Authentication of documents sent by Members by Electronic means	51
	Authentication of document sent by the Secretary or Officers of the Company by Electronic means	51
	Manner of signing	52
	Saving provision	52

30	Transfer by way of continuation	52

31	Winding up	53
	Distribution of assets in specie	53
	No obligation to accept liability	53

32	Amendment of Memorandum and Articles	53
	Power to change name or amend Memorandum	53
	Power to amend these Articles	53

Method for giving notices		When taken to be given
(A) Personally		At the time and date of delivery
(B) By leaving it at the Member’s registered address		At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient		48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address		48 hours after the date it was sent
(E) By publication on a website		24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website