Eastern International Ltd 6-K, filed May 22, 2026
Eastern International Ltd. (ELOG)
About this 6-K
Eastern International Ltd filed this 6-K on May 22, 2026.
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 May 2026
Commission File Number 001-42817
eastern international Ltd.
(Translation of registrant’s name into English)
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
(Address of principal executive offices)
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 ☐
EXHIBIT INDEX
| Number | Description of Exhibit | |
| 99.1 | Notice of Eastern International Ltd.’s Extraordinary General Meeting of Stockholders and Proxy Statement | |
| 99.2 | Proxy Card |
| 2 |
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.
| Eastern international LTD. | ||
| By: | /s/ Albert Wong | |
| Name: | Albert Wong | |
| Title: | Chief Executive Officer | |
Date: May 22, 2026
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Exhibit 99.1
Eastern International Ltd.
May 22, 2026
Dear Stockholder:
You are cordially invited to attend the Extraordinary General Meeting (the “Extraordinary Meeting”) of Shareholders of Eastern International Ltd. (the “Company”) to be held at Suite 901, 9th Floor, Building #2, Qianwan Zhigu, Chuanhua Smart CenterScience and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China 311231 on June 22, 2026, at 10:30 a.m. local time.
Information regarding the matter to be voted on at the Extraordinary Meeting is contained in the attached Proxy Statement and Notice of Extraordinary General Meeting of Stockholders. We urge you to read the proxy statement carefully.
The notice, proxy statement and proxy card are expected to be sent or made available on or about May 22, 2026, to the stockholders of the Company entitled to vote at the Extraordinary Meeting.
Because it is important that your shares be voted at the Extraordinary Meeting, we urge you to complete, date and sign the enclosed proxy card and return it as promptly as possible in the accompanying envelope, whether or not you plan to attend in person. Even after returning your proxy, if you are a shareholder of record and do attend the meeting and wish to vote your shares in person, you still may do so.
Sincerely,
| /s/ Albert Wong | |
| Albert Wong | |
| Chief Executive Officer and Chairman of the Board |
Eastern International Ltd.
NOTICE OF Extraordinary GENERAL MEETING OF STOCKHOLDERS
To Be Held June 22, 2026
TO THE SHAREHOLDERS OF Eastern International Ltd.:
NOTICE HEREBY IS GIVEN that the Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”) of Eastern International Ltd. (the “Company”) will be held at Suite 901, 9th Floor, Building #2, Qianwan Zhigu, Chuanhua Smart CenterScience and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China 311231, on June 22, 2026, at 10:30 a.m. local time, to consider and act upon the following:
ORDINARY RESOLUTION
| 1. | THAT with immediate effect upon passing: | |
| the 1,000,000 issued preferred shares with a nominal or par value of USD0.0001 per share be re-designated as 1,000,000 series A preferred shares with a nominal or par value of USD0.0001 per share with their rights unchanged and as set out in the third amended and restated memorandum and articles of association and the rights and terms of the remaining 49,000,000 Preferred Shares will be determined by the Directors from time to time before the issuance of such shares (the “Share Redesignation”) such that after the Share Redesignation, the authorised share capital shall become USD50,000 divided into (i) 450,000,000 ordinary shares with a nominal or par value of USD0.0001 per share, (ii) 1,000,000 series A preferred shares with a nominal or par value of USD0.0001 per share and (iii) 49,000,000 preferred shares with a nominal or par value of USD0.0001 per share (the “Share Redesignation and Share Capital Changes”). |
SPECIAL RESOLUTION
| 2. | THAT, with immediate effect upon passing:
The third amended and restated memorandum and articles of association of the Company (the “Third Amended and Restated M&A”), which contains all the proposed amendments mentioned in this proxy statement and a copy of which has been produced to this meeting and marked as “Annex A” of the proxy statement, be and are hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect upon passing of Ordinary Resolution (1) above, and any director, registered office provider or company secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect and implement the adoption of the Third Amended and Restated M&A, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and with any other relevant authorities. (“Amendment to M&A”) |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice. To better understand the proposal to be submitted for a vote at the Extraordinary Meeting, you should read this entire document carefully, including the Annex A to this proxy statement. We are not aware of any other business to come before the Extraordinary Meeting.
Shareholders of record at the close of business on May 21, 2026 are entitled to receive notice of and to vote at the Extraordinary Meeting and any adjournments thereof. A complete list of these stockholders will be open for the examination of any shareholder of record at the Company’s office located at Suite 901, 9th Floor, Building #2, Qianwan Zhigu, Chuanhua Smart CenterScience and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China for a period of ten days prior to the Extraordinary Meeting. The list will also be available for the examination of any stockholder of record present at the Extraordinary Meeting. The Extraordinary Meeting may be adjourned or postponed from time to time without notice other than by announcement at the meeting.
All shareholders must present a form of personal photo identification in order to be admitted to the Extraordinary Meeting. In addition, if your shares are held in the name of your broker, bank or other nominee and you wish to attend the Extraordinary Meeting, you must bring an account statement or letter from the broker, bank or other nominee indicating that you were the owner of the ordinary shares on May 21, 2026.
| By Order of the Board of Directors | /s/ Albert Wong |
| Albert Wong | |
| Chief Executive Officer and Chairman of the Board |
May 22, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 22, 2026:
WHETHER OR NOT YOU PLAN TO ATTEND OUR EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS, YOUR VOTE IS IMPORTANT. PLEASE FOLLOW THE INSTRUCTIONS IN THE PROXY MATERIALS TO VOTE YOUR PROXY VIA THE INTERNET OR BY EMAIL OR REQUEST AND PROMPTLY COMPLETE, EXECUTE AND RETURN THE PROXY CARD BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU ATTEND OUR EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE.
This Notice and Proxy Statement are available online at https://ts.vstocktransfer.com/irhlogin/I-EASTERNINTERNATIONALLTD
TABLE OF CONTENTS
ANNEX
| Annex A | THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY | 9 |
| i |
Eastern International Ltd.
PROXY STATEMENT
FOR THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS
To Be Held June 22, 2026
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”) of Eastern International Ltd., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”), for the Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”). The Extraordinary Meeting is to be held at 10:30 a.m., local time, on June 22, 2026, and at any adjournment or adjournments thereof, at Suite 901, 9th Floor, Building #2, Qianwan Zhigu, Chuanhua Smart CenterScience and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China 311231.
This Proxy Statement and the accompanying form of proxy card and notice are expected to be sent or made available on or about May 22, 2026, to the shareholders of the Company entitled to vote at the Extraordinary Meeting.
Purpose of the Extraordinary Meeting
The purposes of the Extraordinary Meeting are to seek shareholders’ approval of the following resolutions:
ORDINARY RESOLUTION
| 1. | THAT with immediate effect upon passing: | |
| the 1,000,000 issued preferred shares with a nominal or par value of USD0.0001 per share be re-designated as 1,000,000 series A preferred shares with a nominal or par value of USD0.0001 per share with their rights unchanged and as set out in the third amended and restated memorandum and articles of association and the rights and terms of the remaining 49,000,000 Preferred Shares will be determined by the Directors from time to time before the issuance of such shares (the “Share Redesignation”) such that after the Share Redesignation, the authorised share capital shall become USD50,000 divided into (i) 450,000,000 ordinary shares with a nominal or par value of USD0.0001 per share, (ii) 1,000,000 series A preferred shares with a nominal or par value of USD0.0001 per share and (iii) 49,000,000 preferred shares with a nominal or par value of USD0.0001 per share (the “Share Redesignation and Share Capital Changes”). |
SPECIAL RESOLUTIONS
| 2. | THAT, with immediate effect upon passing:
The third amended and restated memorandum and articles of association of the Company (the “Third Amended and Restated M&A”), which contains all the proposed amendments mentioned in this proxy statement and a copy of which has been produced to this meeting and marked as “Annex A” of the proxy statement, be and are hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect upon passing of Ordinary Resolution (1) above, and any director, registered office provider or company secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect and implement the adoption of the Third Amended and Restated M&A, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and with any other relevant authorities. (“Amendment to M&A”) |
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The Board recommends a vote FOR the resolutions.
Will there be any other items of business on the agenda?
The Board is not aware of any other matters that will be presented for consideration at the Extraordinary Meeting. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Extraordinary Meeting or at any postponement or adjournment of the Extraordinary Meeting. Those persons intend to vote that proxy in accordance with their judgment.
Who is entitled to vote at the Extraordinary Meeting?
Only shareholders of record of our shares at the close of business on May 21, 2026 (the “Record Date”) are entitled to notice and to vote at the Extraordinary Meeting and any adjournment or postponement thereof. As of the Record Date, there were 12,832,000 ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) and 1,000,000 preferred shares, par value US$0.0001 per share (“Preferred Shares”) issued and outstanding. Each registered shareholder of Ordinary Shares on the Record Date is entitled to one (1) vote for each Ordinary Share then held and each registered shareholder of Preferred Shares on the Record Date is entitled to ten (10) votes for each Preferred Share then held. The shares represented by any proxy in the enclosed proxy card will be voted in accordance with the instructions given on the proxy card if the proxy card is properly dated, completed and executed and is received by the Company prior to the commencement of the Extraordinary Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card or voting instruction card shows the number of shares you are entitled to vote at the Extraordinary Meeting.
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Shareholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary Meeting, to ensure your vote is counted, we encourage you to vote either by Internet or by filling out and returning the enclosed proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Extraordinary Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.
What constitutes a quorum and how will votes be counted?
The Extraordinary Meeting will be held if one or more shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes. Abstentions will be counted as entitled to vote for purposes of determining a quorum. Broker non-votes and abstentions will not be taken into account in determining the outcome of the proposal. In the event that there are not sufficient votes for a quorum, the Extraordinary Meeting may be adjourned or postponed in order to permit the further solicitation of proxies.
How many votes are required to approve a proposal?
Assuming a quorum as referenced above is reached:
| A. | Proposal No. 1 will be approved if passed by a simple majority of the votes cast by the shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy. | |
| B. | Proposal No. 2 will be approved if passed by a majority of not less than two-thirds of votes cast by such shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy. |
Only shares that are voted are taken into account in determining the proportion of votes cast for the proposals. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not impact any of the votes.
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Your shares may only be voted at the Extraordinary Meeting if you are entitled to vote and present in person or are represented by proxy. Whether or not you plan to attend the Extraordinary Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.
You may vote using any of the following methods:
| ● | By Internet. You may vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded. |
| ● | By Mail. Shareholders of record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR” the Proposals. Shareholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing them in the accompanying pre-addressed envelopes. |
| ● | By Fax. You may vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number provided on the enclosed proxy. |
| ● | In person at the Extraordinary Meeting. Shares held in your name as the shareholder of record may be voted in person at the Extraordinary Meeting or at any postponement or adjournment of the Extraordinary Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Extraordinary Meeting, we recommend that you also submit your proxy or voting instructions by mail or Internet so that your vote will be counted if you later decide not to attend the Extraordinary Meeting. |
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Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Mere attendance at the meeting will not revoke a proxy. Such revocation may be effected by following the instructions for voting on your proxy card or vote instruction form. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Extraordinary Meeting that was postponed or adjourned.
We will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing, and mailing of the proxy materials that we may provide to our stockholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. We may solicit proxies by mail, and the officers and employees of the Company, who will receive no extra compensation therefore, may solicit proxies personally or by telephone. The Company will reimburse brokerage houses and other nominees for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares held by them.
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THE PROPOSAL No. 1
Share Redesignation and Share Capital Changes
On May 15, 2026, the Board approved and authorized to re-designate the currently issued 1,000,000 Preferred Shares as series A preferred shares with their rights unchanged and as set out in the Third Amended and Restated Memorandum and Articles of Association (to be approved in Proposal No. 2 below) and the rights and terms of the remaining 49,000,000 Preferred Shares will be determined by the Directors from time to time before the issuance of such shares such that after the above share redesignation, the authorized share capital of the Company shall become US$50,000 divided into (i) 450,000,000 ordinary shares with a nominal or par value of US$0.0001 per share, (ii) 1,000,000 series A preferred shares with a nominal or par value of US$0.0001 per share and (iii) 49,000,000 preferred shares with a nominal or par value of US$0.0001 per share. (the “Share Redesignation and Share Capital Changes”).
On May 15, 2026, Mr. Albert Wong, Chairman of the Board and Chief Executive Officer of the Company and the sole shareholder of the 1 million issued and outstanding Preferred Shares of the Company approved and consented the Share Redesignation and Share Capital Changes.
The Share Redesignation and Share Capital Changes will give the Board greater flexibility and will allow the Company to issue different series of preferred shares with different rights and terms to be determined by the Board from time to time before the issuance of such shares, without the expense or delay of seeking shareholder approval. The Board has declared the proposed Share Redesignation and Share Capital Changes to be advisable and in the best interests of the Company and its stockholders and is submitting the Share Redesignation and Share Capital Changes to a vote of our stockholders.
The Board is asking the shareholders of the Company to approve Share Redesignation and Share Capital Changes.
Assuming that a quorum is present, the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy, is required to approve Proposal No. 1.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL No. 1 Share Redesignation and Share Capital Changes.
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PROPOSAL NO. 2
TO APPROVE THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
To consider and approve by special resolution the amendment and restatement of the Company’s Memorandum and Articles of Association in the form of the Third Amended and Restated Memorandum and Articles of Association, with proposed changes marked-up against the existing Memorandum and Articles of Association and attached as an Annex A hereto, to reflect the above Share Redesignation and Share Capital Changes and other minor housekeeping amendments. Upon receipt of the approval of the shareholders of the Company by a special resolution, the Third Amended and Restated Memorandum and Articles of Association of the Company be adopted as the Memorandum and Articles of the Association of the Company, to the exclusion of the existing Memorandum and Articles of Association.
On May 15, 2026, the Board approved the Third Amended and Restated Memorandum and Articles of Association. The Board is asking the shareholders of the Company to approve the Third Amended and Restated Memorandum and Articles of Association.
Vote Required to Approve Proposal No. 2
Assuming that a quorum is present, Proposal No. 2 will be approved only it receives the affirmative vote of a majority of not less than two-thirds of votes cast by such shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL NO. 2 TO APPROVE THE THIRD AMENDED AND RESTATED THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE cOMPANY
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Our Board is not aware of any business to come before the Extraordinary Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the Extraordinary Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons voting the proxies.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is VStock Transfer, LLC. Its address is 18 Lafayette Place, Woodmere, New York 11598, and its telephone number is +1(212)828-8436.
Where You Can Find More Information
We file annual report and other documents with the SEC under the Exchange Act. Our SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| May 22, 2026 | /s/ Albert Wong |
| Albert Wong | |
| Chief Executive Officer and Chairman of the Board |
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Annex A
THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY
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Exhibit 99.2
