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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-41663
Chanson International Holding
B9 Xinjiang 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 ☐
EXPLANATORY NOTE
The extraordinary general meeting of holders of
Class A ordinary shares of Chanson International Holding, an exempted company incorporated under the laws of the Cayman Islands (the “Company”),
will be held on August 24, 2026, followed by the extraordinary general meeting of all shareholders of the Company (together with the extraordinary
general meeting of holders of Class A ordinary shares, the “Meetings”). In connection with the Meetings, the Company
hereby furnishes relevant documents.
On July 14, 2026, the board of directors of the
Company approved issuance of 70,000 Class B ordinary shares of the Company to Danton Global Limited, a company wholly owned by Mr. Gang
Li, the chairman of the board of directors, director and chief executive officer of the Company, at the purchase of US$1.17 per share.
Incorporation by Reference
The contents of this Current Report on Form 6-K
are hereby incorporated by reference into (i) the Company’s registration statement on Form
S-8 (File No. 333-288739) filed with the SEC on July 18, 2025 and (ii) the Company’s registration statement on Form
F-3 (File No. 333-289600) that was initially filed with the SEC on August 14, 2025 and declared effective by the SEC on September
30, 2025.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Notice and Proxy Statement of the Extraordinary General Meeting of Holders of Class A Ordinary Shares of the Company, dated August 24, 2026, to be mailed to holders of Class A ordinary shares of the Company |
| 99.2 |
|
Notice and Proxy Statement of the Extraordinary General Meeting of Shareholders of the Company, dated August 24, 2026, to be mailed to all shareholders of the Company |
| 99.3 |
|
Form of Proxy Card to be mailed to holders of Class A ordinary shares of the Company for use in connection with the Extraordinary General Meeting of Holders of Class A Ordinary Shares of the Company |
| 99.4 |
|
Form of Proxy Card to be mailed to all shareholders of the Company for use in connection with the Extraordinary General Meeting of Shareholders of the Company |
SIGNATURE
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.
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Chanson International Holding |
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| Date: July 23, 2026 |
By: |
/s/ Gang Li |
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Name: |
Gang Li |
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Title: |
Chief Executive Officer, Director, and
Chairman of the Board of Directors |
Exhibit 99.1
Chanson International Holding
(incorporated under the laws of the Cayman Islands)
(NASDAQ: CHSN)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF HOLDERS
OF CLASS A ORDINARY SHARES
NOTICE IS HEREBY GIVEN THAT an extraordinary
general meeting of holders of Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”) of
Chanson International Holding (the “Company”) will be held on August 24, 2026, at 9:30 a.m., Eastern Time (the “Class
A EGM”), which shall be followed by the extraordinary general meeting of all shareholders of the Company (the “EGM”).
The Class A EGM will be held in a hybrid format. In-person participants will be able to attend the Class A 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 Class A EGM at www.virtualshareholdermeeting.com/CHSN2026.
Capitalized terms not otherwise defined in this
notice of meeting have the meaning given to them in the Company’s current amended and restated articles of association.
The purpose of the Class A EGM is for holders
of Class A Ordinary Shares (“Class A shareholders”) to consider and, if thought fit, pass the following resolutions:
| 1. |
“It is resolved, as a special resolution in accordance with Article 2.8 of the Company’s current articles of association, that the variation of the rights attaching to Class A Ordinary Shares resulting from the number of votes holders of Class B ordinary shares of par value US$0.01 each (the “Class B Ordinary Shares”) are entitled to cast on a poll being increased from 50 votes to 80 votes for each Class B Ordinary Share they hold is approved” (the “Class B Variation”); and |
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| 2. |
“It is resolved, as an ordinary resolution, to adjourn the Class A EGM 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 Class A EGM, 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 Class A EGM” (the “Class A EGM Adjournment”). |
The foregoing items of business are described
in the proxy statement accompanying this notice. The Company’s board of directors (the “Board of Directors”)
unanimously recommends that the Class A shareholders vote “FOR” for each item.
The Board of Directors has fixed the close of
business on July 23, 2026 as the record date (the “Record Date”) for determining the Class A shareholders entitled
to receive notice of and to vote at the Class A EGM or any adjournment thereof. Only holders of Class A Ordinary Shares of the Company
on the Record Date are entitled to receive notice of and to vote at the Class A EGM or any adjournment thereof.
Class A shareholders may obtain a copy of the
proxy materials from the Company’s website at https://ir.chanson-international.net/. The notice of the Class A EGM, the proxy statement,
and the proxy card will be sent or made available to Class A shareholders on or about July 23, 2026.
Each shareholder who is entitled to attend and
vote is entitled to appoint one or more proxies to attend and vote at the Meeting instead of that shareholder. Such proxyholder need not
be a shareholder.
| By Order of the Board of Directors, |
|
| |
|
| /s/ Gang Li |
|
| Gang Li |
|
|
Chief Executive Officer, Director, and
Chairman of the Board of Directors |
|
| Urumqi, China |
|
July 23, 2026
CHANSON INTERNATIONAL HOLDING
EXTRAORDINARY GENERAL MEETING OF HOLDERS OF
CLASS A ORDINARY SHARES
August 24, 2026
9:30 a.m., Eastern Time
PROXY STATEMENT
The board of directors (the “Board of
Directors”) of Chanson International Holding (the “Company”) is soliciting proxies for the extraordinary
general meeting of holders of Class A ordinary shares of par value US$0.01 each of the Company (“Class A Ordinary Shares”)
to be held on August 24, 2026, at 9:30 a.m., Eastern Time (the “Class A EGM”), which shall be followed by the extraordinary
general meeting of shareholders of the Company (the “EGM”). The Company will hold the Class A EGM at B9 Xinjiang Chuangbo
Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017, which holders of Class A Ordinary Shares
(“Class A shareholders”) will be able to attend in person and via live audio webcast online at www.virtualshareholdermeeting.com/CHSN2026.
Class A shareholders will have an equal opportunity to participate in the business for which the Class A 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.
Capitalized terms not otherwise defined in this
proxy statement have the meaning given to them in the Company’s current amended and restated articles of association.
Registered Class A shareholders and duly appointed
proxyholders will be able to attend, participate and vote at the Class A EGM or any adjournment thereof in real time. Beneficial Class
A 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 Class A EGM.
Only Class A shareholders of record at the close
of business on July 23, 2026 (the “Record Date”) are entitled to attend and vote at the Class A EGM or at any adjournment
thereof. One or more Class A shareholders holding Class A Ordinary Shares that represent not less than one-third of the outstanding Class
A Ordinary Shares carrying the right to vote at the Meeting shall form a quorum.
Any Class A shareholder entitled to attend and
vote at the Class A 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.
PROPOSALS TO BE VOTED ON
At the Class A EGM, resolutions will be proposed
as follows:
Proposal 1: It is resolved, as a special resolution
in accordance with Article 2.8 of the Company’s current articles of association, that the variation of the rights attaching to Class
A ordinary shares of par value US$0.01 each resulting from the number of votes holders of Class B ordinary shares of par value US$0.01
each are entitled to cast on a poll being increased from 50 votes to 80 votes for each Class B Ordinary Share they hold is approved (the
“Class B Variation”); and
Proposal 2: It is resolved, as an ordinary resolution,
to adjourn the Class A EGM 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 Class A EGM, 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 Class A EGM (the “Class A EGM Adjournment”).
The Board of Directors recommends a vote “FOR”
the Proposal No. 1 and Proposal No. 2.
VOTING PROCEDURE FOR HOLDERS OF CLASS A ORDINARY
SHARES
Class A shareholders entitled to vote at the Class
A EGM may do so either in person or by proxy. Those Class A shareholders who are unable to attend the Class A 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 CLASS A 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, 2025 on Form 20-F (the
“2025 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 2025 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 2025 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/.
PROPOSAL NO. 1
CLASS B VARIATION
General
Currently, each holder of Class B ordinary shares
of par value US$0.01 each (the “Class B Ordinary Shares”) is, on a poll, entitled to 50 votes for each Class B Ordinary
Share held. The Company is proposing to vary the rights of the Class B Ordinary Shares in such manner and to such extent such that each
holder of Class B Ordinary Shares will be, on a poll, entitled to exercise 80 votes for each Class B Ordinary Share held (the “Class
B Variation”). Each holder of Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”)
is and shall remain entitled, on a poll, to one vote for each Class A Ordinary Share held. On a show of hands, every shareholder shall
continue to have one vote.
Article 2.8 of the Company’s current articles
of association provides that the right attaching to a class of shares may only be varied if one of the following applies: (a) the shareholders
holding not less than two-thirds of the issued shares of that class consent in writing to the variation; or (b) the variation is made
with the sanction of a Special Resolution passed at a separate general meeting of the shareholders holding the issued shares of that class.
The Class B Variation will vary the rights attaching
to Class A Ordinary Shares by diluting the voting power of Class A Ordinary Shares. Accordingly, the purpose of the Class A EGM is to
seek the approval of Class A shareholders to the Class B Variation and the consequent variation to the rights attaching to the Class A
Ordinary Shares by way of Special Resolution in accordance with Article 2.8 of the Company’s current articles of association.
The Company has separately asked its sole holder
of Class B Ordinary Shares to consent in writing to the Class B Variation and expects to receive such consent prior to the Class A EGM
(the “Class B Shareholder Consent”).
If the Class B Variation is approved by holders
of Class A Ordinary Shares and Class B Ordinary Shares, separately in accordance with Article 2.8 of the Company’s current articles
of association, then shareholders will be asked to amend the articles of association to, amongst other things, reflect the Class B Variation
at an extraordinary general meeting of all shareholders, to be held following the Class A EGM on August 24, 2026 at 10:00 a.m., Eastern
Time, at B9 Xinjiang Chuangbo Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017, accessible
through the link www.virtualshareholdermeeting.com/CHSN2026 (the “EGM”).
Resolution
The resolution to be proposed shall be as follows:
It is resolved, as a special resolution in accordance
with Article 2.8 of the Company’s current articles of association, that the variation of the rights attaching to Class A Ordinary
Shares resulting from the number of votes holders of Class B Ordinary Shares are entitled to cast on a poll being increased from 50 votes
to 80 votes for each Class B Ordinary Share they hold is approved.
Proposal No. 1 will be approved if at least two-thirds
of the total votes properly cast in person or by proxy at the Class A EGM by the holders of Class A Ordinary Shares entitled to vote at
the Class A EGM vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
CLASS B VARIATION.
PROPOSAL NO. 2
Class A EGM ADJOURNMENT
Proposal No. 2, if adopted, will allow the Board
of Directors to adjourn the Class A EGM 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 Class A EGM, there are not sufficient votes for, or otherwise
in connection with, the approval of any proposal to be presented at either the Class A EGM or EGM. If Proposal No. 2 is not approved by
shareholders, the Board of Directors may not be able to adjourn the Class A EGM to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the proposals to be presented at the Class A EGM or EGM.
Resolution
The resolution to be proposed shall be as follows:
It is resolved, as an ordinary resolution, to
adjourn the Class A EGM 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 Class A EGM, 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 Class A EGM.
Proposal No. 2 will be approved if a simple majority
of the total votes properly cast in person or by proxy at the Class A EGM by the holders of Class A Ordinary Shares entitled to vote at
the Class A EGM vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE Class A EGM ADJOURNMENT.
OTHER MATTERS
The Board of Directors is not aware of any other
matters to be submitted to the Class A EGM. If any other matters properly come before the Class A 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.
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By order of the Board of Directors |
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|
| July 23, 2026 |
/s/ Gang Li |
| |
Gang Li |
| |
Chief Executive Officer and
Chairman of the Board of Directors |
Exhibit 99.2
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 the extraordinary
general meeting of shareholders (the “EGM”) of Chanson International Holding (the “Company”) will
be held on August 24, 2026, at 10:00 a.m., Eastern Time, following the Company’s extraordinary general meeting of holders of Class
A ordinary shares of par value US$0.01 each (the “Class A EGM”). 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/CHSN2026. The
purpose of the EGM is for shareholders to consider and, if thought fit, pass the following resolutions:
| 1. | It is resolved as a special resolution that, subject to the
Company receiving consent to the Class B Variation (as defined in the proxy statement of the EGM) from each class of shareholders in
accordance with Article 2.8, the Company adopt amended and restated articles of association in the form annexed to the proxy statement
in substitution for, and to the exclusion of, the Company’s existing articles of association, to, amongst other things, reflect
the Class B Variation. |
| 2. | 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 Class A ordinary shares
and Class B ordinary shares of the Company (collectively, the “Shares”) be consolidated at any one time or multiple
times during a period of up to one year of the date of the Meeting, at the exact consolidation ratio and effective time as the Board
may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together,
“Share Consolidations,” and each a “Share Consolidation”) shall not be less than 2:1 nor greater
than 250:1, 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; |
| (ii) | no fractional Shares be issued in connection with the Share
Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s),
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(s) 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(s), if and when deemed advisable by the Board in its sole discretion. |
| 3. |
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. |
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| 4. |
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. |
The foregoing items of business are described
in the proxy statement accompanying this notice. The Company’s Board unanimously recommends that the shareholders vote “FOR”
for all the items.
The Board of Directors has fixed the close of
business on July 23, 2026 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 notices of the EGM, the proxy statement, and the proxy
card will be sent or made available to shareholders on or about July 23, 2026.
Each shareholder who is entitled to attend and
vote is entitled to appoint one or more proxies to attend and vote at the Meeting instead of that shareholder. Such proxyholder need not
be a shareholder.
| By Order of the Board of Directors, |
|
| |
|
| /s/ Gang Li |
|
| Gang Li |
|
|
Chief Executive Officer, Director, and
Chairman of the Board of Directors |
|
| Urumqi, China |
|
July 23, 2026
CHANSON INTERNATIONAL HOLDING
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
August 24, 2026
10:00 a.m., Eastern Time
PROXY STATEMENT
The board of directors (the “Board of
Directors”) 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 August 24, 2026, at 10:00 AM, Eastern Time,
following the Company’s extraordinary general meeting of holders of Class A ordinary shares of par value US$0.01 each (the “Class
A EGM”). 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/CHSN2026.
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.
Capitalized terms not otherwise defined in this
notice of meeting have the meaning given to them in the Company’s current amended and restated articles of association.
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$0.01 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value US$0.01 each (the “Class
B Ordinary Shares”) (Class A Ordinary Shares and Class B Ordinary Shares collectively, the “ordinary shares”)
of the Company of record at the close of business on July 23, 2026 (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 authorized 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:
Proposal 1: It is resolved as a special resolution
that, subject to the Company receiving consent to the Class B Variation (as defined in the proxy statement of the EGM) from each class
of shareholders in accordance with Article 2.8, the Company adopt amended and restated articles of association in the form annexed to
the proxy statement in substitution for, and to the exclusion of, the Company’s existing articles of association, to, amongst other
things, reflect the Class B Variation.
Proposal 2: 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 Class A ordinary shares
and Class B ordinary shares of the Company (collectively, the “Shares”) be consolidated at any one time or multiple
times during a period of up to one year of the date of the Meeting, at the exact consolidation ratio and effective time as the Board
may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together,
“Share Consolidations,” and each a “Share Consolidation”) shall not be less than 2:1 nor greater
than 250:1, 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; |
| (ii) | no fractional Shares be issued in connection with the Share
Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s),
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(s) 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(s), if and when deemed advisable by the Board in its sole discretion. |
Proposal 3: 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.
Proposal 4: 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.
The Board of Directors recommends a vote “FOR”
each of the Proposals No. 1–4.
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, 2025 on Form 20-F (the
“2025 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 2025 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 2025 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.
PROPOSAL NO. 1
AMENDED ARTICLES ADOPTION
General
Class B Variation
Currently, each holder of Class B Ordinary Shares
is, on a poll, entitled to 50 votes for each Class B Ordinary Share held. The Company is proposing to vary the rights of the Class B Ordinary
Shares in such manner and to such extent such that each holder of Class B Ordinary Shares will be, on a poll, entitled to exercise 80
votes for each Class B Ordinary Share held (the “Class B Variation”). Each holder of Class A Ordinary Shares is and
shall remain entitled, on a poll, to one vote for each Class A Ordinary Share held. On a show of hands, every shareholder shall continue
to have one vote.
Article 2.8 of the Company’s current articles
of association provides that the right attaching to a class of shares may only be varied if one of the following applies: (a) the shareholders
holding not less than two-thirds of the issued shares of that class consent in writing to the variation; or (b) the variation is made
with the sanction of a Special Resolution passed at a separate general meeting of the shareholders holding the issued shares of that class.
For this purpose, the Company has sought approval from holders of Class A Ordinary Shares to the variation of the rights attaching to
Class A Ordinary Shares arising from the Class B Variation at the Class A EGM. The Company has also separately asked its sole holder of
Class B Ordinary Shares to consent in writing to the Class B Variation and expects to receive such consent prior to the EGM.
Changes to the Company’s articles of
association
If the Company receives the necessary consents
required by Article 2.8 of the Company’s current articles of association in relation to the Class B Variation, it is proposed that
shareholders pass a special resolution approving the Company’s adoption of the amended articles of association attached as Annex
A of this proxy statement (the “Amended Articles”) in substitution for, and to the exclusion of, the Company’s
existing articles of association, to reflect the Class B Variation.
The Amended Articles will amend Article 12.3 to
reflect the Class B Variation.
The form of the Amended M&A, reflecting the
effect of the Class B Variation is attached as Annex A of this proxy statement. The Amended Articles will not be adopted unless
the Company receives the necessary consents to the Class B Variation prior to the EGM from each class of shareholders in accordance with
Article 2.8.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
“It is resolved as a special resolution
that, subject to the Company receiving consent to the Class B Variation (as defined in the proxy statement of the EGM) from each class
of shareholders in accordance with Article 2.8, the Company adopt amended and restated articles of association in the form annexed to
the proxy statement in substitution for, and to the exclusion of, the Company’s existing articles of association, to, amongst other
things, reflect the Class B Variation.”
VOTE REQUIRED FOR APPROVAL
Proposal No. 1 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 RECOMMENDS
A VOTE FOR
AMENDED ARTICLES ADOPTION.
PROPOSAL NO. 2
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 250-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. 2, 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 Ordinary
Shares
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.
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 250.
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 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”): |
| (iv) | the authorised, issued, and outstanding Class A ordinary
shares and Class B ordinary shares of the Company (collectively, the “Shares”) be consolidated at any one time or
multiple times during a period of up to one year of the date of the Meeting, at the exact consolidation ratio and effective time as the
Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s)
(together, “Share Consolidations,” and each a “Share Consolidation”) shall not be less than 2:1
nor greater than 250:1, 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; |
| (v) | no fractional Shares be issued in connection with the Share
Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s),
the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| (vi) | any change to the Company’s authorised share capital
in connection with, and as necessary to effect, the Share Consolidation(s) 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(s), if and when deemed advisable by the Board in its sole discretion” |
VOTE REQUIRED FOR APPROVAL
Proposal No. 2 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 RECOMMENDS
A VOTE FOR
THE SHARE CONSOLIDATION.
PROPOSAL NO. 3
ADOPTION OF AMENDED AND RESTATED MEMORANDUM
OF ASSOCIATION
To consider and approve a proposal for the Company
to, subject to and immediately following each Share Consolidation (if any) 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 such Share
Consolidation.
The only substantive change to be made to the
Company’s memorandum of association pursuant to this Proposal No. 3 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 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.
VOTE REQUIRED FOR APPROVAL
Proposal No. 3 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 RECOMMENDS
A VOTE FOR
ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CONSOLIDATION.
PROPOSAL NO. 4
EGM ADJOURNMENT
Proposal No. 4, 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 annual general meeting 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 Class A EGM. If Proposal No. 4 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 or any proposal to be presented at the EGM.
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 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.”
VOTE REQUIRED FOR APPROVAL
Proposal No. 4 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 RECOMMENDS
A VOTE FOR
THE EGM ADJOURNMENT.
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 |
| |
|
| July 23, 2026 |
/s/ Gang Li |
| |
Gang Li |
| |
Chief Executive Officer and
Chairman of the Board of Directors |
Appendix
A
The Amended Articles
Exhibit 99.3
Chanson International Holding
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
OF HOLDERS OF CLASS A ORDINARY SHARES
To Be Held on August 24, 2026
THE BOARD RECOMMENDS A VOTE FOR
THE PROPOSALS.
| 1. | To approve the variation of the rights attaching to Class A Ordinary Shares resulting from the number of votes holders of Class B
Ordinary Shares are entitled to cast on a poll being increased from 50 votes to 80 votes for each Class B Ordinary Share they hold (the
“Class B Variation”). |
¨ FOR ¨
AGAINST ¨ ABSTAIN
| 2. | To approve the adjournment of the Class A EGM 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 Class A EGM, 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 Class A EGM (the “Class
A EGM Adjournment”). |
¨ FOR ¨
AGAINST ¨ ABSTAIN
This Proxy is solicited on behalf of the management of Chanson International
Holding.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.
TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy
Enter Your Control Number:
TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO VOTE BY MAIL: Please sign, date and mail to
Proxy Team
Transhare Corporation
17755 US Highway 19 N
Suite 140
Clearwater FL 33764
IMPORTANT: Please date this Proxy and sign exactly as your name
or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing
in a representative capacity should give their full titles.
| Signature of Shareholder |
|
| |
|
|
|
| |
|
| Signature of Joint Shareholder |
|
| |
|
|
|
| Dated: |
|
Exhibit 99.4
Chanson International Holding
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
To Be Held on August 24, 2026
THE BOARD RECOMMENDS A VOTE FOR
THE PROPOSALS.
| 1. | To approve Proposal No. 1: Adoption of amended and restated articles of association to reflect the Class B Variation. |
¨ FOR ¨
AGAINST ¨ ABSTAIN
| 2. | To approve Proposal No. 2: Authorization of the Board to effect share consolidations (at a ratio between 2:1 and 250:1) and related
amendments to authorized share capital. |
¨ FOR ¨
AGAINST ¨ ABSTAIN
| 3. | To approve Proposal No. 3: Adoption of amended and restated memorandum and articles of association to reflect the share consolidation |
¨ FOR ¨
AGAINST ¨ ABSTAIN
| 4. | To approve Proposal No. 4: Adjournment of the EGM if necessary or desirable to permit further solicitation and vote of proxies. |
¨ FOR ¨
AGAINST ¨ ABSTAIN
This Proxy is solicited on behalf of the management of Chanson International
Holding
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.
TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy
Enter Your Control Number:
TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO VOTE BY MAIL: Please sign, date and mail to
Proxy Team
Transhare Corporation
17755 US Highway 19 N
Suite 140
Clearwater FL 33764
IMPORTANT: Please date this Proxy and sign exactly as your name
or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing
in a representative capacity should give their full titles.
| Signature of Shareholder |
|
| |
|
|
|
| |
|
| Signature of Joint Shareholder |
|
| |
|
|
|
| Dated: |
|
