Lichen International Ltd 6-K, filed Feb 12, 2025

Lichen International Ltd (LICN)

6-K 2025-02-12 For: 2025-02-12

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Added on April 08, 2026

About this 6-K

Lichen International Ltd filed this 6-K on February 12, 2025.

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***	FOR			AGAINST			ABS/WHD			BROKER NON-VOTES
BENEFICIAL		420,861			615,017			2,174
REGISTERED		855,000			0			0
REGISTERED- CLASS B		90,000,000			0			0
TOTAL SHARES VOTED		91,275,861			615,017			2,174
% OF VOTED		99.33	%		0.66	%
% OF OUTSTANDING		58.92	%		0.39	%
% OF VOTED W/ABS/WHD		99.32	%		0.66	%		0.00	%
% OF OUTSTNDG W/ABS/WHD		58.92	%		0.39	%		0.00	%

***	FOR			AGAINST			ABS/WHD			BROKER NON-VOTES
BENEFICIAL		412,812			590,224			35,016
REGISTERED		855,000			0			0
REGISTERED- CLASS B		90,000,000			0			0
TOTAL SHARES VOTED		91,267,812			590,224			35,016
% OF VOTED		99.35	%		0.64	%
% OF OUTSTANDING		58.92	%		0.38	%
% OF VOTED W/ABS/WHD		99.31	%		0.64	%		0.03	%
% OF OUTSTNDG W/ABS/WHD		58.92	%		0.38	%		0.02	%

***	FOR			AGAINST			ABS/WHD			BROKER NON-VOTES
BENEFICIAL		405,311			608,709			24,032
REGISTERED		855,000			0			0
REGISTERED- CLASS B		90,000,000			0			0
TOTAL SHARES VOTED		91,260,311			608,709			24,032
% OF VOTED		99.33	%		0.66	%
% OF OUTSTANDING		58.91	%		0.39	%
% OF VOTED W/ABS/WHD		99.31	%		0.66	%		0.02	%
% OF OUTSTNDG W/ABS/WHD		58.91	%		0.39	%		0.01	%

***	FOR			AGAINST			ABS/WHD			BROKER NON-VOTES
BENEFICIAL		410,992			604,921			22,139
REGISTERED		855,000			0			0
REGISTERED- CLASS B		90,000,000			0			0
TOTAL SHARES VOTED		91,265,992			604,921			22,139
% OF VOTED		99.34	%		0.65	%
% OF OUTSTANDING		58.91	%		0.39	%
% OF VOTED W/ABS/WHD		99.31	%		0.65	%		0.02	%
% OF OUTSTNDG W/ABS/WHD		58.91	%		0.39	%		0.01	%

***	FOR			AGAINST			ABS/WHD			BROKER NON-VOTES
BENEFICIAL		683,663			328,668			25,721
REGISTERED		855,000			0			0
REGISTERED- CLASS B		90,000,000			0			0
TOTAL SHARES VOTED		91,538,663			328,668			25,721
% OF VOTED		99.64	%		0.35	%
% OF OUTSTANDING		59.09	%		0.21	%
% OF VOTED W/ABS/WHD		99.61	%		0.35	%		0.02	%
% OF OUTSTNDG W/ABS/WHD		59.09	%		0.21	%		0.01	%

Exhibit No.		Description
3.1		The Amended and Restated Memorandum and Articles of Association

	Lichen China Limited

Date: February 12, 2025	By:	/s/ Ya Li
	Name:	Ya Li
	Title	Chief Executive Officer

	“Articles”	means the Articles as originally framed or as from time to time altered by Special Resolution.

	“Auditors”	means the persons for the time being performing the duties of auditors of the Company.

	“Company”	means the above named Company.

	“debenture”	means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.

	“Directors”	means the directors for the time being of the Company.

	“dividend”	includes bonus.

	“Designated Stock Exchanges”	means NASDAQ Capital Markets in the United States of America for so long as the Company’s Shares are there listed and any other stock exchange on which the Company’s Shares are listed for trading.

	“Electronic Voting System”	means any internet-based or software-enabled system approved by the Directors that allows Members to cast votes remotely.

	“fully paid”	shall bear the meaning as ascribed to it in the Statute.

	“Member”	shall bear the meaning as ascribed to it in the Statute.

	“month”	means calendar month.

	“ordinary resolution”	shall mean (a) a resolution passed by a simple majority of the votes cast by such Members as, being entitled so to do, vote in person or, by proxy or, in the cases of Members which are corporations, by their respective duly authorised representatives at a general meeting held in accordance with these Articles; or (b) a written resolution signed by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.

	“paid-up”	means paid-up and/or credited as paid-up.

	“Series A Ordinary Shares”	shall mean series A ordinary shares in the capital of the Company with a nominal or par value of US$0.008 each.

	“Series B Ordinary Shares”	shall mean series B ordinary shares in the capital of the Company with a nominal or par value of US$0.008 each.

	“registered office”	means the registered office for the time being of the Company.

	“Seal”	means the common seal of the Company and includes every duplicate seal.

	“Secretary”	includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.

	“share”	includes a fraction of a share.

	“Special Resolution”	shall mean (a) a resolution passed by a majority of not less than 2/3 of the votes cast by such Members as, being entitled so to do, vote in person or by proxy or, in the cases of Members which are corporations, by their respective duly authorised representatives at a general meeting held in accordance with these Articles; or (b) a written resolution signed by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.

	“Statute”	means the Companies Act of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in force.

	“Telephonic Voting System”	means any system using telecommunication technology approved by the Directors for securely collecting votes from Members.

	“written” and “in writing”	include all modes of representing or reproducing words in visible form.

11.	(a)	Subject to the provisions of the Statute and the Memorandum of Association, shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine and the rights attaching to any issued shares may, subject to the provisions of these Articles, by special resolution, be varied so as to provide that such shares are to be or are liable to be so redeemed.

	(b)	Subject to the provisions of the Statute and the Memorandum of Association, the Company may purchase its own shares (including fractions of a share), including any redeemable shares, provided that the manner of purchase has first been authorised by the Company in general meeting and may make payment therefor in any manner authorised by the Statute, including out of capital and provided that the Company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any issued shares of the Company other than shares held as treasury shares.

22.	(a)	The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by instalments.

	(b)	A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

	(c)	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

26.	(a)	The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) seven per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.

	(b)	No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

27.	(a)	If a Member fails to pay any call or instalment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, instalment or payment remains unpaid, give notice requiring payment of so much of the call, instalment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited.

	(b)	If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.

	(c)	A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

33.	(a)	Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be.

	(b)	If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

35.	(a)	Subject to and in so far as permitted by the provisions of the Statute, the Company may from time to time by ordinary resolution alter or amend its Memorandum of Association otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing:

		(i)	increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine.

		(ii)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

		(iii)	by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without nominal or par value;

		(iv)	cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person.

	(b)	All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

	(c)	Subject to the provisions of the Statute, the Company may by Special Resolution change its name or alter its objects.

	(d)	Without prejudice to Article 11 hereof and subject to the provisions of the Statute, the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.

	(e)	Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its registered office.

39.	(a)	Subject to paragraph (c) hereof, the Company shall within one year of its incorporation and in each year of its existence thereafter hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten o’clock in the morning.

	(b)	At these meetings the report of the Directors (if any) shall be presented.

	(c)	If the Company is exempted as defined in the Statute it may but shall not be obliged to hold an annual general meeting.

40.	(a)	The Directors may whenever they think fit, and they shall on the requisition of Members of the Company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Company.

	(b)	The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.

	(c)	If the Directors do not within 21 days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said 21 days.

	(d)	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

83.	(a)	The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

	(b)	The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards or any managers or agents and may fix their remuneration.

	(c)	The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

	(d)	Any such delegates as aforesaid may be authorised by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested in them.

95.	(a)	A Director may be represented at any meetings of the Board of Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.

	(b)	The provisions of Articles 61-64 shall mutatis mutandis apply to the appointment of proxies by Directors.

100.	(a)	The Company may, if the Directors so determine, have a Seal which shall, subject to paragraph (c) hereof, only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by one person who shall be either a Director or the Secretary or Secretary-Treasurer or some person appointed by the Directors for the purpose.

	(b)	The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the Common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

	(c)	A Director, Secretary or other officer or representative or attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

	(d)	A document to be executed as a Deed shall be executed by a Director or other person authorised by the Directors for that purpose.