Huadi International proposes 8-for-1 reverse split
The board cites a Nasdaq bid-price deficiency notice, with HUDI's compliance period running through January 11, 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Huadi International Group Co., Ltd. (HUDI) is asking shareholders to approve an 8-for-1 share consolidation of issued and unissued ordinary shares, which would take effect November 26, 2026, if approved. Authorized ordinary shares would change from 250,000,000 to 31,250,000. Shareholders will also vote on reducing par value from US$0.0016 to US$0.0001 per share and then increasing authorized ordinary shares to 500,000,000. The reduction and increase depend on the specified approvals; the increase would take effect after the reduction.
The board says the consolidation is intended to address Nasdaq’s US$1.00 minimum bid-price requirement. HUDI received a deficiency notice after its closing bid price remained below US$1.00 for 30 consecutive business days, and its compliance period runs through January 11, 2027. The board cautions that the consolidation may not raise the share price proportionally or permanently and that fewer shares could reduce liquidity. Other proposed changes would allow ordinary resolutions by written consent from shareholders representing a majority of eligible votes and permit a meeting record date up to 60 days before the meeting.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointHUDI received notice that its closing bid price was below Nasdaq’s US$1.00 minimum for 30 consecutive business days; its compliance period runs through January 11, 2027.
Filing Explained
The proposed increase adds 468,750,000 authorized but unissued shares; approval expands issuance capacity, not shares outstanding.
The consolidation remains subject to the
The proposed share capital increase would add 468,750,000 authorized but unissued shares, expanding the company’s capacity to issue shares without itself issuing them.
Key Figures
Key Terms
Par Value Reduction financial
Bid Price Requirement regulatory
solvency statement regulatory
broker non-votes technical
Stock Split
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What reverse stock split is HUDI proposing?
What approval is required for HUDI's proposed par value reduction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 October 2026.
Commission File Number: 001-39904
HUADI INTERNATIONAL GROUP CO., LTD.
(Translation of registrant’s name into English)
No. 1688 Tianzhong Street, Longwan District,
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Tel: +86-057786598888
(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 Registrant is filing this Report on Form 6-K to provide its notice of extraordinary general meeting of shareholders and proxy statement and proxy card.
EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 99.1 | Notice of Extraordinary General Meeting of Shareholders and Proxy Statement | |
| Exhibit 99.2 | Form of Proxy Card |
1
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.
| Date: October 29, 2026 | Huadi International Group Co., Ltd. | |
| By: | /s/ Huisen Wang | |
| Name: | Huisen Wang | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
HUADI INTERNATIONAL GROUP CO., LTD.
No. 1688 Tianzhong Street, Longwan District,
Wenzhou, Zhejiang Province
People’s Republic of China 325025
NOTICE OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
|
To the shareholders of Huadi International Group Co., Ltd. |
October 29, 2026 Wenzhou, China |
To our shareholders:
It is my pleasure to invite you to our Extraordinary General Meeting of Shareholders (the “EGM”) on November 16, 2026, at 10:00 A.M., Beijing Time (November 15, 2026, at 9:00 P.M., Eastern Time). The EGM will be held at one of our executive offices at No. 1688 Tianzhong Street, Longwan District, Wenzhou, Zhejiang Province, People’s Republic of China.
The matters to be acted upon at the meeting are described in the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY ON THE INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.
| By order of the Board of Directors, | |
| /s/ Di Wang | |
| Di Wang | |
| Chairman of the Board of Directors |
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF
HUADI INTERNATIONAL GROUP CO., LTD.
| TIME: | 10 A.M., Beijing Time, on November 16, 2026 (9 P.M., Eastern Time, on November 15, 2026) |
| PLACE: | No. 1688 Tianzhong Street, Longwan District, Wenzhou, Zhejiang Province, People’s Republic of China. |
ITEMS OF BUSINESS:
| (1) | As an ordinary resolution, to approve a share consolidation of all of the Company’s issued and unissued ordinary shares of a par value of US$0.0002 each (the “Ordinary Shares”) at a ratio of eight (8)-to-one (1), such that every eight (8) Ordinary Shares of a par value of US$0.0002 each be consolidated into one (1) ordinary share of a par value of US$0.0016 each (the “Share Consolidation”), and the rounding up of any fractional shares resulting from the Share Consolidation to the nearest whole ordinary share, which shall take effect on November 26, 2026, and upon the Share Consolidation becoming effective, the authorized share capital of the Company shall be changed from (i) US$50,000 divided into 250,000,000 ordinary shares of par value US$0.0002 each to (ii) US$50,000 divided into 31,250,000 ordinary shares of par value US$0.0016 each. |
The Company’s board of directors (the “Board”) is authorized to do all other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the Share Consolidation, including instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.
The Board urges shareholders to vote “FOR” Proposal (1).
| (2) | As a special resolution, to approve, subject to and conditional upon approval by the shareholders of Proposals (1) and (3), the directors of the Company making the requisite solvency statement in accordance with section 14A of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the filing and registration of the same, together with the minute of reduction, with the Registrar of Companies of the Cayman Islands in accordance with the Companies Act, with effect upon the registration of the solvency statement and the minute of reduction following the effectiveness of the Share Consolidation, a reduction in the Company’s authorized share capital from (i) US$50,000 divided into 31,250,000 ordinary shares of a par value of US$0.0016 each to (ii) US$3,125 divided into 31,250,000 ordinary shares of a par value of US$0.0001 each, by way of reduction of the par value of each authorized ordinary share in the capital of the Company (including all issued shares) from US$0.0016 to US$0.0001, and that the amount by which the issued share capital of the Company is so reduced be credited to the share premium account of the Company (the “Par Value Reduction”). |
The Board is authorized to do all such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the Par Value Reduction, including the making and filing of the solvency statement and the minute of reduction with the Registrar of Companies of the Cayman Islands in accordance with section 14A of the Companies Act and instructing the registered office provider of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Par Value Reduction.
The Board urges shareholders to vote “FOR” Proposal (2).
| (3) | As an ordinary resolution, to approve, subject to and conditional upon approval by the shareholders of Proposals (1) and (2) and compliance with the applicable requirements of the Companies Act, with effect immediately following the effectiveness of the Par Value Reduction, an increase in the Company’s authorized share capital from (i) US$3,125 divided into 31,250,000 ordinary shares of a par value of US$0.0001 each to (ii) US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each, by the creation of an additional 468,750,000 authorized but unissued ordinary shares of a par value of US$0.0001 each (the “Share Capital Increase”). |
The Board is authorized to do all such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the Share Capital Increase, including instructing the registered office provider of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Capital Increase.
The Board urges shareholders to vote “FOR” Proposal (3).
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| (4) | By a special resolution, to adopt the second amended and restated memorandum and articles of association of the Company in the form attached as Appendix A to the proxy statement accompanying this notice in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company to: |
| (a) | subject to and conditional upon approval by the shareholders of Proposal (1), reflect the Share Consolidation (the “Adoption of the Second ARMA Regarding the Share Consolidation”); |
| (b) | subject to and conditional upon approval by the shareholders of Proposals (2) and (3), reflect the Par Value Reduction and the Share Capital Increase (the “Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase”); |
| (c) | provide that, subject to the express requirements that a resolution be passed at a meeting under the Companies Act or the articles of association of the Company, any ordinary resolution of the shareholders may be passed, without the need for any prior notice, by a resolution in writing signed by shareholders representing a simple majority of the votes entitled to be cast on the resolution at a meeting (the “Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders”); |
| (d) | remove the requirement that the record date for a meeting may not be earlier than the date of notice of such meeting and allow a record date of up to sixty (60) days before the meeting (the “Adoption of the Second ARMA Regarding the Record Date”); and |
reflect other housekeeping amendments.
The Board is authorized to do all other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the Adoption of the Second ARMA Regarding the Share Consolidation, the Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase, the Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders and/or the Adoption of the Second ARMA Regarding the Record Date (as may be approved by the shareholders), including instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Adoption of the Second ARMA Regarding the Share Consolidation, the Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase, the Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders and/or the Adoption of the Second ARMA Regarding the Record Date (as may be approved by the shareholders).
The Board urges shareholders to vote “FOR” Proposals (4)(a), (4)(b), (4)(c) and (4)(d).
| (5) | By an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals (1), (2), (3), (4)(a), (4)(b), (4)(c) and (4)(d) (the “Adjournment”). |
The Board urges shareholders to vote “FOR” Proposal (5).
| WHO MAY VOTE: | You may vote if you were a shareholder of record on October 29, 2026. | |
| ANNUAL REPORT: | A copy of our 2025 annual report on Form 20-F is available on the SEC’s website at http://www.sec.gov. | |
| DATE OF NOTICE: | This notice and the proxy statement are first being delivered to the shareholders on October 29, 2026. |
| By order of the Board of Directors, | |
| /s/ Di Wang | |
| Di Wang | |
| Chairman of the Board of Directors |
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PROXY STATEMENT
The board of directors (the “Board”) of Huadi International Group Co., Ltd. (the “Company” or “we”) is furnishing this proxy statement and the accompanying proxy card to you to solicit your proxy for the EGM which will be held on November 16, 2026, at 10:00 A.M., Beijing Time (November 15, 2026, at 9:00 P.M., Eastern Time).
What is this proxy statement?
You have received this proxy statement because our Board is soliciting your proxy to vote your shares at the EGM. This proxy statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.
What am I voting on?
You will be voting on the following:
(1) The Share Consolidation;
(2) The Par Value Reduction;
(3) The Share Capital Increase;
(4)(a) The Adoption of the Second ARMA Regarding the Share Consolidation;
(4)(b) The Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase;
(4)(c) The Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders;
(4)(d) The Adoption of the Second ARMA Regarding the Record Date; and
(5) The Adjournment.
Who is entitled to vote?
You may vote if you owned ordinary shares of the Company as of the close of business on October 29, 2026. Each ordinary share is entitled to one vote.
How do I vote before the meeting?
If you are a registered shareholder, meaning that you hold your shares in certificate form, you have two voting options:
(1) By Internet, which we encourage if you have Internet access, at the address shown on your proxy card;
(2) By mail, by completing, signing and returning the enclosed proxy card.
If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.
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May I vote at the meeting?
If you are a shareholder of record, you may vote in person at the meeting. If you hold your shares through an account with a bank or broker, please follow the directions provided to you by your bank or broker. If you wish to vote in person at the meeting, please contact your bank or broker to learn the procedures necessary to allow you to vote your shares in person. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. You may vote by proxy through the Internet or by mail.
Can I change my mind after I return my proxy?
You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may do this by (1) signing another proxy card with a later date and returning it to us before the meeting, (2) voting again over the Internet prior to the time of the meeting, or (3) voting at the meeting if you are a registered shareholder or have followed the necessary procedures required by your bank or broker.
What if I return my proxy card but do not provide voting instructions?
Proxies that are signed and returned but do not contain instructions will be voted in favor of Proposals (1), (2), (3), (4)(a), (4)(b), (4)(c), (4)(d) and (5) in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.
What does it mean if I receive more than one proxy card or instruction form?
It indicates that your ordinary shares are registered differently and are in more than one account. To ensure that all shares are voted, please either vote each account on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in the same name and address. Those holding shares through a bank or broker should contact their bank or broker and request consolidation.
Will my shares be voted if I do not provide my proxy or instruction form?
If you are a registered shareholder and do not provide a proxy, you must attend the meeting in order to vote your shares. If you hold shares through an account with a bank or broker, your shares may be voted even if you do not provide voting instructions on your instruction form. Brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. Shares that a broker is not authorized to vote are counted as “broker non-votes.”
How can I attend the meeting?
The meeting is open to all holders of the Company’s ordinary shares as of October 29, 2026.
May shareholders ask questions at the meeting?
Yes. Representatives of the Company will answer questions of general interest at the end of the meeting. You may also submit questions in advance via email to ir@huadigroup.com. Such questions will also be addressed at the end of the meeting.
How many votes must be present to hold the meeting?
Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by internet or mail. In order for us to conduct our meeting, at least two shareholders entitled to vote must be present in person or by proxy. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting. If a quorum is not present within two hours of the scheduled start time, the meeting will be adjourned to the next business day at the same time and place, or to such other time and place as the Board may determine.
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How many votes are needed to approve the Company’s proposals?
Proposal (1). The Share Consolidation requires that a majority of the votes cast at the meeting be voted “For” the proposal. A properly executed proxy card marked “Abstain” with respect to this proposal will not be counted as vote cast and will not affect the outcome of this proposal.
Proposal (2). The Par Value Reduction requires that two-thirds of the votes cast at the meeting be voted “For” the proposal. A properly executed proxy card marked “Abstain” with respect to this proposal will not be counted as vote cast and will not affect the outcome of this proposal.
Proposal (3). The Share Capital Increase requires that a majority of the votes cast at the meeting be voted “For” the proposal. A properly executed proxy card marked “Abstain” with respect to this proposal will not be counted as vote cast and will not affect the outcome of this proposal.
Proposals (4)(a)-(d). The Adoption of the Second ARMA Regarding the Share Consolidation, the Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase, the Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders and the Adoption of the Second ARMA Regarding the Record Date each requires that two-thirds of the votes cast at the meeting be voted “For” the proposal. A properly executed proxy card marked “Abstain” with respect to this proposal will not be counted as vote cast and will not affect the outcome of this proposal.
Proposal (5). The Adjournment requires that a majority of the votes cast at the meeting be voted “For” the proposal. A properly executed proxy card marked “Abstain” with respect to this proposal will not be counted as vote cast and will not affect the outcome of this proposal.
PROPOSAL (1)
SHARE CONSOLIDATION
(ITEM 1 ON THE PROXY CARD)
Background
We are proposing an ordinary resolution to approve a share consolidation of all of the Company’s issued and unissued Ordinary Shares, par value US$0.0002 each, at a ratio of eight (8)-to-one (1), such that every eight (8) Ordinary Shares of a par value of US$0.0002 each be consolidated into one (1) ordinary share of a par value of US$0.0016 each (the “Share Consolidation”), and the rounding up of any fractional shares resulting from the Share Consolidation to the nearest whole ordinary share, which shall take effect on November 26, 2026, and upon the Share Consolidation becoming effective, the authorized share capital of the Company shall be changed from (i) US$50,000 divided into 250,000,000 ordinary shares of par value US$0.0002 each to (ii) US$50,000 divided into 31,250,000 ordinary shares of par value US$0.0016 each.
The Board is authorized to do all other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the Share Consolidation, including instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.
Purpose of the Share Consolidation
The Company’s Ordinary Shares are listed on the Nasdaq Capital Market of Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbol of “HUDI”. In order for the Ordinary Shares to continue to be listed on Nasdaq, the Company must satisfy various listing standards established by Nasdaq. Specifically, Nasdaq Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of US$1.00 per share (the “Bid Price Requirement”). Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Upon such failure, the Company will receive a written notice from the Nasdaq Listing Qualifications Department and will be provided an initial compliance period of 180 calendar days to regain compliance with the Bid Price Requirement. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Ordinary Shares will be subject to delisting. The Company would then be entitled to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.
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On July 14, 2026, the Company received a letter from Nasdaq’s Listing Qualifications Department notifying the Company that the closing bid price per share for its Ordinary Shares was below US$1.00 for a period of 30 consecutive business days and that the Company did not meet the Bid Price Requirement. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period until January 11, 2027 to regain compliance with Nasdaq’s Bid Price Requirement.
In addition, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii), if the Company’s Ordinary Share has a closing bid price of $0.10 or less for ten consecutive business days, the Company will receive a written notice from the Nasdaq Listing Qualifications Department and the security shall be suspended from trading on Nasdaq; the Company shall be ineligible for any compliance period otherwise described in this Rule 5810(c)(3)(A).
The Board believes that the delisting of the Ordinary Shares from Nasdaq would likely result in decreased liquidity. Such decreased liquidity would result in an increase in the volatility of the trading price of the Ordinary Shares, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. In addition, the Board believes that such delisting could also cause a loss of confidence of corporate partners, customers and employees, which could harm the Company’s business and future prospects.
To enhance the Company’s ability to retain the compliance with the Bid Price Requirement and remain listed on Nasdaq, the Board believes that it is in the best interest of the Company and the shareholders to effectuate the Share Consolidation to increase the market price of the Ordinary Shares to meet the Bid Price Requirement. As a result, the Board is soliciting shareholders’ approval of a share consolidation of the Company’s issued and unissued Ordinary Shares at a ratio of eight (8)-to-one (1), such that every eight (8) Ordinary Shares of a par value of US$0.0002 each be consolidated into one (1) ordinary share of a par value of US$0.0016 each (the “Share Consolidation”), and the rounding up of any fractional shares resulting from the Share Consolidation to the nearest whole ordinary share, which shall take effect on November 26, 2026, and upon the Share Consolidation becoming effective, the authorized share capital of the Company shall be changed from (i) US$50,000 divided into 250,000,000 ordinary shares of par value US$0.0002 each to (ii) US$50,000 divided into 31,250,000 ordinary shares of par value US$0.0016 each.
In evaluating whether or not to conduct the Share Consolidation, the Board also took into account various negative factors associated with such corporate action. These factors include: the negative perception of a share consolidation held by some investors, analysts and other stock market participants; the fact that the share prices of some companies that have effected share consolidations have subsequently declined back to pre-consolidation levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a share consolidation.
The Board considered these factors, and the potential harm of being delisted from Nasdaq. The Board determined that continued listing on Nasdaq is in the best interest of the Company and its shareholders, and that the Share Consolidation is probably necessary to maintain the listing of the Ordinary Shares on Nasdaq.
In addition, there can be no assurance that, after the Share Consolidation, the Company would be able to maintain the listing of the Ordinary Shares on Nasdaq. Nasdaq maintains several other continued listing requirements currently applicable to the listing of the Ordinary Shares. Shareholders should recognize that if the Share Consolidation is effected, they will own a smaller number of Ordinary Shares than they currently own. While the Company expects that the Share Consolidation will result in an increase in the market price of the Ordinary Shares, it may not increase the market price of the Ordinary Shares in proportion to the reduction in the number of Ordinary Shares outstanding or result in a permanent increase in the market price (which depends on many factors, including but not limited to our performance, prospects and other factors that may be unrelated to the number of shares outstanding).
If the Share Consolidation is effected and the market price of the Ordinary Shares declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of such Share Consolidation. Furthermore, the liquidity of the Ordinary Shares could be adversely affected by the reduced number of shares that would be outstanding after the Share Consolidation. Accordingly, the Share Consolidation may not achieve the desired results that have been outlined above.
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Fractional Shares
No fractional shares shall be issued upon any Share Consolidation. Upon approval of this proposal, the directors of the Company will be authorized to round up any fractions of Ordinary Shares for issuing to such shareholders of the Company who are entitled to fractional shares following or as a result of the Share Consolidation.
Effects of the Share Consolidation
The Share Consolidation, if approved by the shareholders at the meeting, will become effective only on November 26, 2026.
Authorized Shares
At the time of the Share Consolidation, our authorized Ordinary Shares will be consolidated at a ratio of 8:1, from US$50,000 divided into 250,000,000 ordinary shares of par value US$0.0002 each to US$50,000 divided into 31,250,000 ordinary shares of par value US$0.0016 each.
Issued and Outstanding Shares
The Share Consolidation will also reduce the number of issued and outstanding Ordinary Shares at a ratio of 8:1. Every eight (8) Ordinary Shares of a par value of US$0.0002 each be consolidated into one (1) Ordinary Share of a par value of US$0.0016 each.
Each shareholder’s proportionate ownership of the issued and outstanding Ordinary Shares immediately following the effectiveness of the Share Consolidation would remain the same, with the exception of adjustments related to the treatment of fractional shares (see above).
Procedure for Implementing the Share Consolidation
Before the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share Consolidation will be effected through filing with SEC by the Company. The Company expects that its transfer agent, Vstock Transfer, LLC, will act as exchange agent for purposes of implementing the exchange of share certificates. If needed, holders of pre-consolidation shares will be asked to surrender to the exchange agent certificates representing pre-consolidation Ordinary Shares in exchange for certificates representing post-consolidation Ordinary Shares or, in the case of holders of non-certificated shares, such proof of ownership as required by the exchange agent, in accordance with the procedures to be set forth in a letter of transmittal that the Company will send to its registered shareholders. No new share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding share certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.
SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Banks, brokers or other nominees will be instructed to effect the Share Consolidation for their beneficial holders holding shares in “street name.” However, these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders for processing the Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker or other nominee.
Vote Required
This proposal requires affirmative (“FOR”) votes of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the meeting (and, in each case, where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled). Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE SHARE CONSOLIDATION.
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PROPOSAL (2)
PAR VALUE REDUCTION
(ITEM (2) ON THE PROXY CARD)
Background
We are proposing a special resolution to approve, subject to and conditional upon approval by the shareholders of Proposals (1) and (3), the directors of the Company making the requisite solvency statement in accordance with section 14A of the Companies Act and the filing and registration of the same, together with the minute of reduction, with the Registrar of Companies of the Cayman Islands in accordance with the Companies Act, with effect upon the registration of the solvency statement and the minute of reduction following the effectiveness of the Share Consolidation, a reduction in the Company’s authorized share capital from (i) US$50,000 divided into 31,250,000 ordinary shares of a par value of US$0.0016 each to (ii) US$3,125 divided into 31,250,000 ordinary shares of a par value of US$0.0001 each, by way of reduction of the par value of each authorized ordinary share in the capital of the Company (including all issued shares) from US$0.0016 to US$0.0001, and that the amount by which the issued share capital of the Company is so reduced be credited to the share premium account of the Company (the “Par Value Reduction”).
In connection with the Share Consolidation, the Board is proposing the Par Value Reduction together with the Share Capital Increase under Proposal (3) to increase the number of authorized shares of the Company to 500,000,000.
Proposal (2) is conditioned upon the approval of both Proposals (1) and (3) at the EGM. If either Proposal (1) or Proposal (3) is not approved, Proposal (2) will not be approved. If approved, Proposal (2) will become effective upon the registration by the Registrar of Companies of the Cayman Islands of the solvency statement and the minute of reduction, which will occur following the effectiveness of the Share Consolidation.
Procedure for Implementing the Par Value Reduction
The Par Value Reduction constitutes a reduction of the share capital of the Company under section 14 of the Companies Act and, pursuant to Article 14.2 of the current amended and restated memorandum and articles of association of the Company, requires approval of the shareholders by special resolution. The Company proposes to effect the Par Value Reduction by special resolution supported by a solvency statement in accordance with section 14A of the Companies Act, rather than by confirmation of the Grand Court of the Cayman Islands. The directors of the Company will make the solvency statement no more than thirty (30) days before the date on which the special resolution is passed, and the Company will, following the passing of the special resolution, deliver to the Registrar of Companies of the Cayman Islands a copy of the solvency statement together with the minute of reduction.
Subject to and conditional upon the Par Value Reduction becoming effective, the amount by which the issued share capital of the Company is reduced pursuant to the Par Value Reduction will be credited to the share premium account of the Company.
Following the passing of the special resolution approving the Par Value Reduction (and concurrently with the filing of the resolutions approving the Share Capital Increase under Proposal (3)), the solvency statement, the minute of reduction and the resolutions approving the Par Value Reduction will be filed with the Registrar of Companies of the Cayman Islands. The Par Value Reduction will become effective upon the registration of the solvency statement and the minute of reduction by the Registrar of Companies of the Cayman Islands.
Vote Required
The affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE PAR VALUE REDUCTION.
| 9 |
PROPOSAL (3)
SHARE CAPITAL INCREASE
(ITEM (3) ON THE PROXY CARD)
Background
We are proposing an ordinary resolution to approve, subject to and conditional upon approval by the shareholders of Proposals (1) and (2) and compliance with the applicable requirements of the Companies Act, with effect immediately following the effectiveness of the Par Value Reduction, an increase in the Company’s authorized share capital from (i) US$3,125 divided into 31,250,000 ordinary shares of a par value of US$0.0001 each to (ii) US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each, by the creation of an additional 468,750,000 authorized but unissued ordinary shares of a par value of US$0.0001 each (the “Share Capital Increase”).
In connection with the Share Consolidation, the Board is proposing the Share Capital Increase together with the Par Value Reduction under Proposal (2) to increase the number of authorized shares of the Company to 500,000,000.
Proposal (3) is conditioned upon the approval of both Proposals (1) and (2) at the EGM. If either Proposal (1) or Proposal (2) is not approved, Proposal (3) will not be approved. If approved, Proposal (3) will become effective immediately after the Par Value Reduction becomes effective.
Procedure for Implementing the Share Capital Increase
Following the passing of the resolutions approving the Share Capital Increase, such resolutions will be filed with the Registrar of Companies of the Cayman Islands (concurrently with the filing of the solvency statement, the minute of reduction and the resolutions approving the Par Value Reduction under Proposal (2)). The Share Capital Increase will become effective immediately after the Par Value Reduction becomes effective.
Vote Required
This proposal requires affirmative (“FOR”) votes of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the meeting (and, in each case, where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled). Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE SHARE CAPITAL INCREASE.
| 10 |
PROPOSAL (4)(a)
ADOPTION OF THE SECOND ARMA REGARDING THE SHARE CONSOLIDATION
(ITEM (4)(a) ON THE PROXY CARD)
Background
We are proposing a special resolution to approve, subject to and conditional upon approval by the shareholders of Proposal (1), the current amended and restated memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution in their place with the second amended and restated memorandum and articles of association in the form attached as Appendix A to this proxy statement, to reflect the Share Consolidation, together with other housekeeping amendments (the “Adoption of the Second ARMA Regarding the Share Consolidation”).
If only Proposal (4)(a) is approved and Proposals (4)(b), (4)(c) and (4)(d) are not approved, the second amended and restated memorandum and articles of association will reflect only the following amendment, together with certain other housekeeping amendments:
Clause 5 of the current memorandum of association, which reads:
“5 SHARE CAPITAL
The share capital of the Company is USD 50,000.00 divided into 250,000,000 ordinary shares of par value USD 0.0002 each.”
will be deleted in its entirety and replaced with the following:
“5 SHARE CAPITAL
The share capital of the Company is USD 50,000.00 divided into 31,250,000 ordinary shares of par value USD 0.0016 each.”
Vote Required
The affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE ADOPTION OF THE SECOND ARMA REGARDING THE SHARE CONSOLIDATION.
| 11 |
PROPOSAL (4)(b)
ADOPTION OF THE SECOND ARMA
REGARDING THE PAR VALUE REDUCTION AND
THE SHARE CAPITAL INCREASE
(ITEM (4)(b) ON THE PROXY CARD)
Background
We are proposing a special resolution to approve, subject to and conditional upon approval by the shareholders of Proposals (2) and (3), the current amended and restated memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution in their place with the second amended and restated memorandum and articles of association in the form attached as Appendix A to this proxy statement, to reflect the Par Value Reduction and the Share Capital Increase, together with other housekeeping amendments (the “Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase”).
If only Proposal (4)(b) is approved and Proposals (4)(a), (4)(c) and (4)(d) are not approved, the second amended and restated memorandum and articles of association will reflect only the following amendment, together with certain other housekeeping amendments:
Clause 5 of the current memorandum of association, which reads:
“5 SHARE CAPITAL
The share capital of the Company is USD 50,000.00 divided into 250,000,000 ordinary shares of par value USD 0.0002 each.”
will be deleted in its entirety and replaced with the following:
“5 SHARE CAPITAL
The share capital of the Company is USD 50,000.00 divided into 500,000,000 ordinary shares of par value USD 0.0001 each.”
If Proposals (4)(a) and (4)(b) are both approved, Clause 5 of the second amended and restated memorandum of association will read as set out above under this Proposal (4)(b).
Vote Required
The affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE ADOPTION OF THE SECOND ARMA REGARDING THE PAR VALUE REDUCTION AND THE SHARE CAPITAL INCREASE.
| 12 |
PROPOSAL (4)(c)
ADOPTION OF THE SECOND ARMA REGARDING THE WRITTEN ORDINARY RESOLUTIONS OF SHAREHOLDERS
(ITEM (4)(c) ON THE PROXY CARD)
Background
We are proposing a special resolution to approve the current amended and restated memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution in their place with the second amended and restated memorandum and articles of association in the form attached as Appendix A to this proxy statement, to provide that, subject to the express requirements that a resolution be passed at a meeting under the Companies Act or the articles of association of the Company, any ordinary resolution of the shareholders may be passed, without the need for any prior notice, by a resolution in writing signed by shareholders representing a simple majority of the votes entitled to be cast on the resolution at a meeting, together with other housekeeping amendments (the “Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders”).
According to Article 17.10 of the current amended and restated memorandum and articles of association of the Company, any resolution of members and any other action that may be taken by the shareholders at a meeting may be taken by a resolution consented to in writing, without the need for any notice, by all shareholders who would have been entitled to attend and vote at a meeting called for the purpose of passing such a resolution or taking any other action.
We believe that the Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders will enable the Company to obtain written ordinary shareholder approvals with the same approval thresholds that would apply to ordinary resolutions passed at a meeting of shareholders, and thereby respond more quickly to time-sensitive corporate matters.
If only Proposal (4)(c) is approved and Proposals (4)(a), (4)(b) and (4)(d) are not approved, the second amended and restated memorandum and articles of association will reflect only the following amendment, together with certain other housekeeping amendments:
Articles 17.10 of the current articles of association, which reads:
“17.10 Unanimous Written Resolutions. Any Ordinary or Special Resolution of Members and any other action that may be taken by the Members at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, by all Members who would have been entitled to attend and vote at a meeting called for the purpose of passing such a resolution or taking any other action. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the latest date borne by the counterparts.”
will be deleted in its entirety and replaced with the following:
“17.10 Written Resolutions. Any Ordinary Resolution or Special Resolution of Members, and any other action that may be taken by the Members at a meeting, may also be taken by a resolution in writing, without the need for any prior notice and without any minimum period being required to elapse before the resolution is signed or before it takes effect. A resolution in writing is passed if it is signed by or on behalf of (a) in the case of an Ordinary Resolution (or any other action that may be taken by Ordinary Resolution), Members representing a majority of the votes entitled to be cast on the resolution at a general meeting of the Company; and (b) in the case of a Special Resolution, all of the Members entitled to vote on the resolution. The resolution may be contained in one or more counterparts, each signed by one or more Members, and shall take effect immediately upon being signed by the Members representing the requisite majority (or, in the case of a Special Resolution, by the last Member whose signature is required to pass it), notwithstanding that the counterparts may bear different dates.
17.11 Consent Record Date. The Members entitled to sign a resolution in writing under Article 17.10, and the requisite majority, for passing it, shall be determined as at the date on which the first Member signs the resolution, and only a Member entered on the Register of Members as at that date shall be entitled to sign the resolution. The resolution shall be passed, and shall take effect, as soon as it has been signed by Members representing the requisite majority so determined.
17.12 Depositary and Nominee Holders. Where a Member holds Shares as a depositary or nominee, the giving of any copy of a proposed resolution in writing, or of any notice of the passing of a resolution in writing, to that Member in accordance with these Articles shall constitute due circulation or notice to that Member notwithstanding the timing or manner of any onward distribution to the persons holding interests through it.
17.13 Notice of Passing. As soon as reasonably practicable after a resolution in writing under Article 17.10 takes effect, the Company shall give notice of its passing to every Member who did not sign it; but the failure to give, the accidental omission to give, or the non-receipt of, such notice shall not invalidate the resolution.
17.14 Matters Reserved to a Meeting. A resolution in writing under Article 17.10 shall not be effective for any purpose for which the Companies Act or these Articles expressly require that the relevant action be taken at, or by a resolution passed at, a general meeting.”
Vote Required
The affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE ADOPTION OF THE SECOND ARMA REGARDING THE WRITTEN ORDINARY RESOLUTIONS OF SHAREHOLDERS.
| 13 |
PROPOSAL (4)(d)
ADOPTION OF THE SECOND ARMA REGARDING THE RECORD DATE
(ITEM (4)(d) ON THE PROXY CARD)
Background
We are proposing a special resolution to approve the current amended and restated memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution in their place with the second amended and restated memorandum and articles of association in the form attached as Appendix A to this proxy statement, to remove the requirement that the record date for a meeting may not be earlier than the date of notice of such meeting and instead allow a record date of up to sixty (60) days before the meeting, together with other housekeeping amendments (the “Adoption of the Second ARMA Regarding the Record Date”).
According to Article 34.1 of the current amended and restated memorandum and articles of association of the Company, for the purpose of determining Members entitled to attend meetings, receive payment of any Distribution or capitalisation or for any other purpose, the directors of the Company may fix a date as the record date for any such determination of shareholders provided that the record date for a meeting may not be earlier than the date of notice of such meeting.
As a company whose shares are publicly traded and a substantial portion of which is held through brokers, banks and other nominees, the Company needs time between the record date and the date notice is sent so that those intermediaries can identify the beneficial owners and distribute proxy materials to them. The current restriction prevents the Company from fixing a record date before the notice date, which limits its ability to follow customary U.S. market practice for setting record dates and soliciting proxies. We believe that the Adoption of the Second ARMA Regarding the Record Date will give the Company greater flexibility in fixing record dates for the benefit of its shareholders.
If only Proposal (4)(d) is approved and Proposals (4)(a), (4)(b) and (4)(c) are not approved, the second amended and restated memorandum and articles of association will reflect only the following amendment, together with certain other housekeeping amendments:
Articles 34.1 of the current articles of association, which reads:
“34.1 Record Date Determination. For the purpose of determining Members entitled to attend meetings, receive payment of any Distribution or capitalisation or for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members provided that the record date for a meeting may not be earlier than the date of notice of such meeting.”
will be deleted in its entirety and replaced with the following:
“34.1 Record Date Determination. For the purpose of determining Members entitled to attend meetings, receive payment of any Distribution or capitalisation or for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members, provided that the record date for a meeting shall not be more than sixty (60) days before the date of such meeting.”
Vote Required
The affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE ADOPTION OF THE SECOND ARMA REGARDING THE RECORD DATE.
| 14 |
PROPOSAL (5) ADJOURNMENT
(ITEM (5) ON
THE PROXY CARD)
Background
We are proposing an ordinary resolution to approve the adjournment of the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals (1), (2), (3), (4)(a), (4)(b), (4)(c) and (4)(d) (the “Adjournment”).
Vote Required
The affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
WE RECOMMEND THAT YOU VOTE FOR THE ADJOURNMENT.
GENERAL
Compensation Committee Interlocks and Insider Participation
None of the members of the Board who served on the Compensation Committee during the fiscal year ended September 30, 2025 were officers or employees of the Company or any of its subsidiaries or had any relationship with the Company requiring disclosure under SEC regulations.
Availability of Annual Report to Shareholders
Copies of the Annual Report on Form 20-F for the fiscal year ended September 30, 2025 (without exhibits or documents incorporated by reference), are available without charge to shareholders upon written request to No. 1688 Tianzhong Street, Longwan District, Wenzhou, Zhejiang Province, People’s Republic of China 325025, by calling +86-057786598888 or on the SEC’s website at http://www.sec.gov.
Where You Can Find More Information
The Company files reports and other documents with the SEC under the Securities Exchange Act of 1934, as amended. The Company’s 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.
Other Proposed Actions
As of the date of this proxy statement, the Board has no knowledge of any business which will be presented for consideration at the EGM other than (1) the Share Consolidation; (2) the Par Value Reduction; (3) the Share Capital Increase; (4)(a) the Adoption of the Second ARMA Regarding the Share Consolidation; (4)(b) the Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase; (4)(c) the Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders; (4)(d) the Adoption of the Second ARMA Regarding the Record Date; and (5) the Adjournment.
If any other items or matters properly come before the meeting, the proxies received will be voted on those items or matters in accordance with the discretion of the proxy holders.
Solicitation by Board; Expenses of Solicitation
Our Board has sent you this proxy statement. Our directors, officers and associates may solicit proxies by telephone or in person. We will also reimburse the expenses of brokers, nominees and fiduciaries that send proxies and proxy materials to our shareholders.
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting: The notice of the EGM and this proxy statement are available at No. 1688 Tianzhong Street, Longwan District, Wenzhou, Zhejiang Province, People’s Republic of China 325025.
| 15 |
| By order of the Board of Directors, | |
| /s/ Di Wang | |
| Di Wang | |
| Chairman of the Board of Directors |
Appendix A
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
Huadi International Group Co., Ltd.
华迪国际集团股份公司
An Exempted Company Limited By Shares
SECOND AMENDED AND RESTATED MEMORANDUM
AND ARTICLES OF ASSOCIATION
(Adopted by special resolutions dated
[*])
| A-1 |
THE COMPANIES ACT
(REVISED) OF THE CAYMAN
ISLANDS
SECOND AMENDED AND
RESTATED MEMORANDUM
OF ASSOCIATION OF
Huadi International Group Co.,
Ltd.
华迪国际集团股份公司
An Exempted Company Limited By
Shares
(adopted by special resolutions dated [*])
| 1 | NAME |
The name of the Company is Huadi International Group Co., Ltd. 华迪国际集团股份公司.
| 2 | STATUS |
The Company is a company limited by shares.
| 3 | REGISTERED OFFICE |
The registered office of the Company is at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.
| 4 | OBJECTS AND CAPACITY |
Subject to paragraph 9 of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. The Company is a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate benefit.
| 5 | SHARE CAPITAL |
The share capital of the Company is USD 50,000.00 divided into 500,000,000 Ordinary shares of par value USD 0.0001 each.
| 6 | LIABILITY OF MEMBERS |
The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.
| 7 | CONTINUATION |
The Company may exercise the powers contained in the Companies Act to transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.
| 8 | DEFINITIONS |
Capitalised terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association of the Company.
| 9 | EXEMPTED COMPANY |
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
| A-2 |
THE COMPANIES ACT
(REVISED) OF THE CAYMAN
ISLANDS
SECOND AMENDED
AND RESTATED
ARTICLES OF
ASSOCIATION OF
Huadi International Group Co.,
Ltd.
华迪国际集团股份公司
An Exempted Company Limited By
Shares
(adopted by special resolutions dated [*])
| 1 | DEFINITIONS AND INTERPRETATION |
| 1.1 | The Regulations contained in Table A in the First Schedule to the Companies Act do not apply to the Company. In these Articles of Association, if not inconsistent with the context, the following words and expressions shall have the following meanings: |
Articles means these Articles of Association;
Companies Act means the Companies Act (Revised) of the Cayman Islands, as amended or re-enacted from time to time;
Company means the above named company;
Director means a director of the Company appointed in accordance with these Articles;
Distribution means a distribution, dividend (including an interim dividend) or other payment or transfer of property of the Company on or in respect of a Share (save in respect of its redemption or repurchase);
Electronic Transactions Law means the Electronic Transactions Law of the Cayman Islands;
Member has the same meaning as in the Companies Act;
Memorandum means the Memorandum of Association of the Company;
Officer means any person appointed by the Directors to hold an office in the Company;
Ordinary Resolution means a resolution:
| (a) | passed by a majority of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of the Company; or |
| A-3 |
| (b) | approved in writing in accordance with Article 17.10 by Members representing a majority of the votes entitled to be cast on the resolution at a general meeting of the Company, in one or more instruments each signed by one or more of the Members. |
Register of Directors and Officers means the register of Directors and Officers maintained by the Company in accordance with these Articles;
Register of Members means the register of Members referred to in these Articles;
Registrar means the Registrar of Companies and includes the Deputy Registrar of Companies;
Registered Office means the registered office for the time being of the Company;
Seal means any seal which has been duly adopted as the common seal of the Company and includes every duplicate seal;
Secretary means the person appointed to perform any or all of the duties of secretary of the Company, including any assistant secretary;
Share means a share in the capital of the Company, including a fraction of a share issued or authorised to be issued by the Company;
Special Resolution means a special resolution passed in accordance with Section 60 of the Companies Act, being a resolution:
| (a) | passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given; or |
| (b) | approved in writing in accordance with Article 17.10 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; |
Subscriber means the subscriber to the Memorandum;
Treasury Share means a Share that has been repurchased, redeemed, surrendered to or otherwise acquired by the Company and not cancelled; and
Written includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange and electronic mail in accordance with the Electronic Transactions Law and in writing shall be construed accordingly.
| 1.2 | In the Memorandum and these Articles, unless the context otherwise requires a reference to: |
| (a) | words importing the masculine gender include the feminine gender; |
| A-4 |
| (b) | any Cayman Islands law or regulation, is a reference to such law or regulation as amended or re-enacted from time to time; |
| (c) | the singular includes the plural and vice versa; |
| (d) | a person includes all legal persons and natural persons; and |
| (e) | legal persons include all forms of corporate entity and any other person having capacity to act in its own name created by or in accordance with the laws or regulations of any jurisdiction. |
| 1.3 | Headings are for ease of reference only and shall be disregarded in interpreting the Memorandum and the Articles. |
| 2 | COMMENCEMENT OF BUSINESS |
| 2.1 | Commencement. The business of the Company may be commenced at such time as determined by the Directors. |
| 2.2 | Commencement Costs and Expenses. The Directors may pay, out of capital or other money of the Company, all costs and expenses incurred in the establishment and registration of the Company. |
| 3 | REGISTERED SHARES |
| 3.1 | Registered Shares. The Company shall issue registered Shares only. |
| 3.2 | No Bearer Shares. The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares. |
| 4 | SHARE CERTIFICATES |
| 4.1 | Share Certificates. Unless and until the Directors resolve to issue share certificates, no share certificate shall be issued, and the records of the shareholdings of each Member shall be in uncertified book entry form. If the Directors do resolve to issue share certificates in respect of any one or more classes of Shares, then every Member holding such Shares shall be entitled, upon written request only, to a certificate signed by a Director or Secretary, or any other person authorised by a resolution of the Directors, or under the Seal specifying the number of Shares held by him and the signature of the Director, Secretary or authorised person and the Seal may be facsimiles or affixed by electronic means pursuant to the Electronic Transactions Law. |
| A-5 |
| 4.2 | Indemnity and Replacement. Any Member receiving a certificate shall indemnify and hold the Company and its Directors and Officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed or, in connection with any proposed share transfer, a new certificate may be issued, on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by the Directors. |
| 4.3 | Joint Holders. If several Members are registered as joint holders of any Shares, any one of such Members may give an effectual receipt for any share certificate. |
| 5 | ISSUE OF SHARES |
| 5.1 | Issue. Subject to the provisions, if any, of the Memorandum and directions given by any Ordinary Resolution and the rights attaching to any class of existing Shares, the Directors may issue, allot, grant options over or otherwise dispose of Shares (including any fractions of Shares) and other securities of the Company at such times, to such persons, for such consideration and on such terms as the Directors may determine. |
| 5.2 | Subscriber Share. Notwithstanding the preceding Article, the Subscriber shall have the power to: |
| (a) | issue one Share to itself; |
| (b) | transfer that Share by an instrument of transfer to any person; and |
| (c) | update the Register of Members in respect of the issue and transfer of that Share. |
| 5.3 | Preferred Shares. Shares and other securities of the Company may be issued by the Directors with such preferred, deferred or other special rights, restrictions or privileges whether in regard to voting, Distributions, a return of capital, or otherwise and in such classes and series, if any, as the Directors may determine. |
| 5.4 | Ordinary Shares. Where the Directors issue a Share having no preferred, deferred, redemption or other special rights, it shall be issued as an ordinary Share and entitle the holder, subject to any other Share having any preferred, deferred, redemption or other special rights, to: |
| (a) | receive notice of, attend and vote at any general meeting of the Company and on any Ordinary Resolution or Special Resolution; |
| (b) | an equal share in any dividend or other Distribution paid by the Company; and |
| (c) | an equal share in the distribution of the surplus assets of the Company. |
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| 5.5 | Consideration for Share Issue. A Share may be issued for consideration in any form, including money, a promissory note or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services. |
| 5.6 | Register of Members. The Register of Members kept by the Company shall contain: |
| (a) | the names and addresses of each Member; |
| (b) | a statement of the Shares held by each Member; |
| (c) | the distinguishing numbers of the Shares of each Member (if any); |
| (d) | the amount paid, or agreed to be considered as paid, on the Shares of each Member; |
| (e) | the date on which the name of each person was entered on the register as a Member; and |
| (f) | the date on which any person ceased to be a Member. |
| 5.7 | Commission. The Company is authorised to pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares. |
| 6 | VARIATION OF RIGHTS |
| 6.1 | Class Variation. If, at any time, the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied with the consent in writing of the holders of two-thirds of the issued Shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall, mutatis mutandis, apply, but so that the necessary quorum shall be one or more persons holding or representing by proxy one-third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll. |
| 6.2 | No Variation on Further Issue. The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. |
| 7 | REDEMPTION, PURCHASE AND SURRENDER OF SHARES AND TREASURY SHARES |
| 7.1 | Redemption, Purchase and Surrender. Subject to the provisions of the Companies Act and to the rights attaching to any class of Share, the Company may: |
| (a) | issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such Shares, determine; |
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| (b) | purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors determine; |
| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act including out of capital; and |
| (d) | permit the surrender of fully paid Shares for no consideration. |
| 7.2 | Effect of Redemption, Purchase and Surrender. Shares that the Company redeems, purchases, accepts by way of surrender or otherwise acquires pursuant to Article 7.1 may: |
| (a) | be cancelled; or |
| (b) | be held as Treasury Shares on such terms and in such manner as the Directors determine prior to such acquisition. |
| 7.3 | Treasury Shares. All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share, other than as set out in this Article. The Company may: |
| (a) | cancel the Treasury Shares on such terms and in such a manner as the Directors may determine; and |
| (b) | transfer the Treasury Shares in accordance with Article 12. |
| 7.4 | No Participation. Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption. |
| 7.5 | No other Redemption. The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share. |
| 7.6 | Redemption in Kind. The Directors may, when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payments either in cash or in kind. |
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| 8 | LIEN |
| 8.1 | All Monies Payable. The Company shall have a first and paramount lien on every Share, whether or not it is a fully paid Share, for all moneys, whether presently payable or not, called or payable at a fixed time in respect of that Share and for all debts, liabilities or other obligations owed, whether presently or not, by the Member or by one or more joint Members or by any of their estates to the Company (together, the Lien Amounts) but the Directors may, at any time, declare any Share to be wholly or in part exempt from this Article. The Company’s lien, if any, on a Share shall extend to all Distributions payable thereon. Any registration of the transfer of a Share shall operate to extinguish the Company’s lien on that Share. |
| 8.2 | Sale. The Company may sell, in such manner as the Directors think fit, any Shares in which the Company has a lien, but no sale shall be made unless some amount in respect of which the lien exists is presently payable and the period of fourteen days has elapsed after the Company has given a notice in writing, stating and demanding payment of such part of the presently payable amount, to the relevant Member. |
| 8.3 | Registration of Purchase. The Directors may authorise any person to transfer the Shares sold in accordance with this Article to the purchaser of such Shares. The purchaser shall be registered as the holder of the Shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale of the Shares in accordance with this Article. |
| 8.4 | Application of Proceeds. The proceeds of the sale, net of any costs incurred by the Company in relation to the sale, shall be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently payable. The Company shall retain and have a lien over such part of the remainder of the proceeds as is equal to the Lien Amounts which exist but are not presently payable by the Member and may apply such proceeds against the Lien Amounts as and when they become payable and the residue shall be paid to the person entitled to the Shares at the date of the sale. |
| 9 | CALLS ON SHARES |
| 9.1 | Calls. The Directors may, from time to time, make calls upon the Members in respect of some or all of any moneys unpaid on their Shares, whether in respect of their par value or the premium payable on those Shares; each Member shall (subject to receiving at least 14 days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his Shares. A call may be required to be paid in instalments. The Directors may revoke or postpone a call at any time. |
| 9.2 | Joint Holders. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof and the holder or joint holders of a Share at the time of a call shall remain liable to pay the call on that Share, notwithstanding any subsequent transfer of the Share being registered by the Company. |
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| 9.3 | Interest on Calls. If a sum called in respect of a Share is not paid before or on the day appointed for payment of that call, the Member from whom such amount is due shall pay interest upon the sum at such rate as the Directors may determine from the day appointed for payment of the call to the time of the actual payment. The Directors shall have the discretion to waive payment of any such interest in full or in part. |
| 9.4 | Fixed Payment Dates. The provisions contained in these Articles in respect of calls shall apply to payments, whether on account of the amount of the Share, or by way of premium, to be made on the allotment of a Share or any date fixed on the issue of the Share as if the same had become payable by virtue of a call duly made and notified. |
| 10 | FORFEITURE |
| 10.1 | Failure to pay Call. If a Member fails to pay any call or instalment of a call in respect of Shares on the day appointed for payment, the Directors may serve a notice on such Member naming a further date not earlier than the expiration of 14 days from the date of service on or before which the payment required by the notice is to be made and containing a statement that in the event of non-payment the Shares, or any of them, will be liable to be forfeited. |
| 10.2 | Forfeiture. If the requirements of the notice referenced in this Article are not complied with the Company may forfeit the Shares together with any Distributions declared payable in respect of the forfeited Shares and not paid at any time before tender of payment. |
| 10.3 | No Refund. The Company is under no obligation to refund any moneys to the Member whose Shares have been forfeited. |
| 10.4 | Sale of Forfeited Share. 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. The proceeds of any sale or disposition of the forfeited Share may be received and used by the Company as the Directors determine. |
| 10.5 | Outstanding Liability. A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares together with interest. |
| 10.6 | Certificate of Forfeiture. A certificate in writing under the hand of a Director or Officer stating that a Share has been duly forfeited on the date stated in the certificate shall be conclusive evidence of the facts stated in the certificate as against all persons claiming to be entitled to the Share. The Directors may authorize any person to transfer the Shares sold in accordance with this Article to the purchaser of such Shares. The purchaser shall be registered as the holder of the Shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale of the Shares in accordance with this Article. |
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| 10.7 | Fixed Payment Dates. The provisions of this Article applying to forfeiture for failure to pay any call or instalment of a call shall apply to the failure to make payments, whether on account of the amount of the Share, or by way of premium, to be made on the allotment of a Share or any date fixed on the issue of the Share as if the same had become payable by virtue of a call duly made and notified. |
| 11 | TRANSMISSION OF SHARES |
| 11.1 | Legal Personal Representative. The legal personal representative of a deceased sole holder of a Share shall be the only person recognised by the Company as having any title to the Share. In the case of a Share registered in the names of two or more holders, the survivors, survivor or the legal personal representatives of the deceased survivor, shall be the only person(s) recognised by the Company as having any title to the Share. |
| 11.2 | Transmission. Any person becoming entitled to a Share in consequence of the death or bankruptcy of or any analogous event affecting a Member (each such event a Transmission Event and each such person a Representative) shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Member in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the Member could have made; 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 such Member before the occurrence of a Transmission Event. |
| 11.3 | Pre-Registration Status. Representatives shall be entitled to the same notices, dividends and other advantages to which he would be entitled if he were the registered holder of the Share, except that he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company. |
| 11.4 | Requirement for Registration. The Directors may at any time give notice requiring a Representative to elect either to be registered himself or to have some person nominated by him become the holder of the Share (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 the relevant Member before the Transmission Event). If the notice is not complied with within ninety days the Directors may thereafter withhold payment of all Dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. |
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| 12 | TRANSFER OF SHARES |
| 12.1 | Directors’ Consent. Shares and Treasury Shares are transferable, subject to the consent of the Directors who may, in their absolute discretion, refuse to consent to any transfer and decline to register the transfer without giving any reason. |
| 12.2 | Instrument of Transfer. The instrument of transfer shall be in writing in such form as may be acceptable to the Directors and shall be executed by or on behalf of the transferor and, if required by the Directors, signed by the transferee. |
| 12.3 | Certificates. Subject to Article 4.2, where the Company has issued a certificate in respect of a Share proposed to be transferred, the transferor shall lodge, with the instrument of transfer, the original certificate relating to the Share being transferred. |
| 12.4 | Effective Date. The transfer of a Share is effective when the name of the transferee is entered on the Register of Members. Until such time, the transferor shall be deemed to remain a Member. |
| 12.5 | Lost Certificate. If the Directors are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may, on receipt of such indemnities as they may require: |
| (a) | accept such evidence of the transfer of Shares as they consider appropriate; and |
| (b) | proceed to register the transferee’s name in the Register of Members. |
| 12.6 | Notification of Refusal. Where the Directors refuse to register a transfer of a Share, they shall, within two months after the date on which the transfer was lodged with the Company, notify the transferee of the refusal. |
| 12.7 | Transfer of Treasury Shares. The transfer of Treasury Shares may be for valuable consideration or otherwise, and at a discount to the par value of the Shares. |
| 13 | REGISTERED HOLDER DEEMED ABSOLUTE OWNER |
| 13.1 | The registered holder of a Share shall be treated as the absolute owner of such Share. No person shall be recognised by the Company as holding any Share upon trust and the Company shall not register nor be bound by or required to recognise any equitable or other interest of whatever nature in a Share other than an absolute right to the Share, irrespective of whether the Company has notice of such interest. |
| 14 | ALTERATION OF SHARE CAPITAL |
| 14.1 | Increase or Amendment. The Company may by Ordinary Resolution: |
| (a) | increase the share capital by such sum, to be divided into Shares of such amount, and with such rights, privileges, priorities and restrictions attached to them as the resolution shall prescribe; |
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| (b) | consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; |
| (c) | subject to section 13 of the Companies Act, sub-divide its existing Shares, or any of them, into Shares of smaller amounts than is fixed by the Memorandum; and |
| (d) | 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. |
| 14.2 | Reduction. Subject to the provisions of the Companies Act and these Articles, the Company may, by Special Resolution, reduce its share capital and any capital redemption reserve in any manner. |
| 15 | MEETINGS AND CONSENTS OF MEMBERS |
| 15.1 | Meetings. All meetings of Members shall be referred to as extraordinary general meetings unless the general meeting is an annual general meeting. The Company may but shall not be obliged to hold an annual general meeting. |
| 15.2 | Directors Convene. Any Director may convene meetings of the Members at such times and in such manner and places within or outside the Cayman Islands as the Director considers necessary or desirable. |
| 15.3 | Members Convene. Upon the written request of Members entitled to exercise 10% or more of the voting rights in respect of the matter for which the meeting is requisitioned, any one or more of the Directors shall forthwith proceed to convene a meeting of Members. The written request of Members to requisition a meeting must state the objects of the meeting and must be signed by the Members requisitioning the meeting. The written request must be lodged at the Registered Office and may be delivered in counterpart. |
| 15.4 | Failure to Convene. If the Directors do not proceed to convene a meeting of Members within 21 days of the written request to requisition a meeting being lodged the requisitionists, or any of them together holding at least half of the voting rights of all of them, may convene the meeting of Members in the same manner as nearly as possible as that in which a meeting of Members may be convened by a Director. Where the requisitionists fail to convene the meeting of Members within three months of their right to convene the meeting arising, the right to convene the meeting of Members shall lapse. |
| 15.5 | Notice of Meeting. The Director convening a meeting shall give not less than seven days’ notice of a meeting of Members to: |
| (a) | those Members whose names on the date the notice is given appear as Members in the Register of Members and are entitled to vote at the meeting; and |
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| (b) | each of the Directors. |
| 15.6 | Failure to Give General Notice. A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds. |
| 15.7 | Failure to give Individual Notice. The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Member or another Director, or the fact that a Member or another Director has not received notice, does not invalidate the meeting. |
| 15.8 | Voting. No person shall be entitled to vote at any meeting of Members unless he is registered as a Member on the record date for such meeting and all calls or other moneys payable by him in respect of Shares have been paid at or before the record date. Subject to the rights and restrictions attached to any Shares and the provisions of this Article, each Member who is present in person, by its duly authorised representative or by proxy, shall have one vote and on a poll each Member shall have one vote for every Share of which he is the holder. |
| 16 | PROXIES |
| 16.1 | Proxies. A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member. |
| 16.2 | Production of Proxies. The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented. |
| 16.3 | Form of Proxy. An instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or may appoint a standing proxy until notice of revocation is received at the Registered Office or at such place or places as the Directors may otherwise specify for the purpose. |
| 16.4 | Joint Ownership and Proxies. Where Shares are jointly owned: |
| (a) | if two or more persons hold Shares jointly, each of them may be present in person or by proxy at a meeting of Members and may speak as a Member; |
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| (b) | if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and |
| (c) | if two or more of the joint owners are present in person or by proxy they must vote as one. |
| 17 | PROCEEDINGS OF SHAREHOLDER MEETINGS |
| 17.1 | Chairman of Member Meeting. At every meeting of Members, the chairman of the board of Directors shall preside as chairman of the meeting. If there is no chairman of the board of Directors or if he is not present at the meeting within fifteen minutes of the time appointed after the meeting or if he is unwilling to act the Directors present shall elect the chairman of the meeting. |
| 17.2 | Adjournment. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
| 17.3 | Conference Call. A Member, or his duly authorised representative or proxy, shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means by means of which all the persons participating in the meeting are able to hear each other. |
| 17.4 | Objections. No objection shall be raised to the qualification of any voter except at the meeting of members or adjourned meeting of Members at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and binding on all parties. |
| 17.5 | Casting of Votes. A Member holding more than one Share need not cast the votes in respect of the Shares held by him in the same way on any resolution for which a poll is taken. A person appointed as the authorised representative or proxy of a Member may cast the votes in respect of the Shares for which he is appointed in a like manner. |
| 17.6 | Quorum. A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person, through their authorised representative or by proxy two or more Members entitled to vote on resolutions of Members to be considered at the meeting except where there is only one Member entitled to vote on resolutions of Members to be considered at the meeting in which case the quorum shall be one Member. Where a quorum comprises a single Member or proxy, such person may pass a resolution of Members and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid resolution of Members. |
| 17.7 | No Quorum. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum. |
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| 17.8 | Polls. At any meeting of the Members the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting. The minutes of the meeting shall be conclusive evidence of the fact that a resolution was carried or not without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
| 17.9 | Director Participation. Directors may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares. |
| 17.10 | Written Resolutions. Any Ordinary Resolution or Special Resolution of Members, and any other action that may be taken by the Members at a meeting, may also be taken by a resolution in writing, without the need for any prior notice and without any minimum period being required to elapse before the resolution is signed or before it takes effect. A resolution in writing is passed if it is signed by or on behalf of (a) in the case of an Ordinary Resolution (or any other action that may be taken by Ordinary Resolution), Members representing a majority of the votes entitled to be cast on the resolution at a general meeting of the Company; and (b) in the case of a Special Resolution, all of the Members entitled to vote on the resolution. The resolution may be contained in one or more counterparts, each signed by one or more Members, and shall take effect immediately upon being signed by the Members representing the requisite majority (or, in the case of a Special Resolution, by the last Member whose signature is required to pass it), notwithstanding that the counterparts may bear different dates. |
| 17.11 | Consent Record Date. The Members entitled to sign a resolution in writing under Article 17.10, and the requisite majority for passing it, shall be determined as at the date on which the first Member signs the resolution, and only a Member entered on the Register of Members as at that date shall be entitled to sign the resolution. The resolution shall be passed, and shall take effect, as soon as it has been signed by Members representing the requisite majority so determined. |
| 17.12 | Depositary and Nominee Holders. Where a Member holds Shares as a depositary or nominee, the giving of any copy of a proposed resolution in writing, or of any notice of the passing of a resolution in writing, to that Member in accordance with these Articles shall constitute due circulation or notice to that Member notwithstanding the timing or manner of any onward distribution to the persons holding interests through it. |
| 17.13 | Notice of Passing. As soon as reasonably practicable after a resolution in writing under Article 17.10 takes effect, the Company shall give notice of its passing to every Member who did not sign it; but the failure to give, the accidental omission to give, or the non-receipt of, such notice shall not invalidate the resolution. |
| 17.14 | Matters Reserved to a Meeting. A resolution in writing under Article 17.10 shall not be effective for any purpose for which the Companies Act or these Articles expressly require that the relevant action be taken at, or by a resolution passed at, a general meeting. |
| 18 | APPOINTMENT AND REMOVAL OF DIRECTORS |
| 18.1 | Number of Directors. The Company shall have a board of Directors consisting of not less than one Director. The Company may by Ordinary Resolution impose a maximum or minimum number of Directors required to hold office at any time and vary such limits from time to time. |
| 18.2 | Appointment of Directors. The first Directors shall be appointed by the subscribers to the Memorandum by a written instrument signed by all the subscribers or by an Ordinary Resolution passed by the subscribers. Thereafter, subject to the limits set out in the preceding Article, Directors shall be appointed by Ordinary Resolution or by a resolution of the Directors and may be removed by Ordinary Resolution. |
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| 18.3 | Term. Each Director holds office for the term, if any, fixed by the terms of his appointment or until his earlier death, bankruptcy, insanity, resignation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until his earlier death, bankruptcy, insanity, resignation or removal. |
| 18.4 | Vacation. The office of a Director shall be vacated if: |
| (a) | he gives notice in writing to the Company that he resigns the office of Director; or |
| (b) | he absents himself (without being represented by an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or |
| (c) | he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or |
| (d) | he is found to be or becomes of unsound mind; or |
| (e) | all the other Directors (being not less than two in number) resolve that he should be removed as a Director. |
| 19 | REGISTER OF DIRECTORS AND OFFICERS |
| 19.1 | Details. The Register of Directors and Officers shall contain: |
| (a) | the names and addresses of the persons who are Directors and Officers; |
| (b) | the date on which each person whose name is entered in the register was appointed as a Director or Officer; and |
| (c) | the date on which each person named as a Director or Officer ceased to be a Director or Officer. |
| 20 | POWERS OF DIRECTORS |
| 20.1 | Management by Directors. Subject to the provisions of the Companies Act, the Memorandum, these Articles and any directions given by Ordinary Resolution, the business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors shall have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company as are not by the Companies Act, the Memorandum, these Articles or the terms of any Special Resolution required to be exercised by the Members. No alteration of the Memorandum or these Articles or any direction given by Ordinary or Special Resolution shall invalidate any prior act of the Directors that was valid at the time undertaken. |
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A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
| 20.2 | Good Faith. Each Director shall exercise his powers for a proper purpose. Each Director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company. |
| 20.3 | Acting in Vacancy. The continuing Directors may act notwithstanding any vacancy in their body, but if and for so long as their number is below any minimum number of Directors fixed by or pursuant to these Articles, the continuing Directors may act for the purpose of passing a resolution to appoint further Directors to the board of Directors and of convening a meeting of Members to appoint further Directors but for no other purpose. |
| 20.4 | Indebtedness and Security. The Directors may exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to issue debentures, debenture stock, mortgages, bonds and other such securities and to secure indebtedness, liabilities or obligations whether of the Company or of any third party. |
| 21 | PROCEEDINGS OF DIRECTORS |
| 21.1 | Quorum. The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall be counted in the quorum. A Director who also acts as an alternate Director shall count twice towards the quorum. |
| 21.2 | Voting. Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote. A Director who is also an alternate Director shall be entitled to a separate vote on behalf of his appointor in addition to his own vote. |
| 21.3 | Conference Call. A person may participate and vote in a meeting of the Directors or committee of Directors by telephone or other electronic means by means of which all the persons participating in the meeting are able to hear each other. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting. |
| 21.4 | Unanimous Written Resolution. A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign any such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. |
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| 21.5 | Notice of Meetings. A Director may, or other Officer on the requisition of a Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. |
| 21.6 | Chairman of the Board. The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. |
| 21.7 | Defects. Absent fraud, all acts done by any meeting of the Directors or a committee of Directors shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be. |
| 22 | PRESUMPTION OF ASSENT |
| 22.1 | A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a Director who voted in favour of such action. |
| 23 | DIRECTORS’ INTERESTS |
| 23.1 | Other Office. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. |
| 23.2 | No Exclusivity. A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. |
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| 23.3 | Disclosure of Interests. No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any other contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. |
|
23.4 | General Notice of Interests. A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. |
| 24 | MINUTES |
| 24.1 | The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting. |
| 25 | DELEGATION OF DIRECTORS’ POWERS |
| 25.1 | Delegation. The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall automatically terminate if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
| 25.2 | Committees. The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions the Directors may impose, and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
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| 25.3 | Third Party Delegation. The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him. |
| 25.4 | Officers. The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by the Directors. |
| 26 | ALTERNATE DIRECTORS |
| 26.1 | Alternate Appointment. Any Director (other than an alternate Director) may by writing in notice to the Company appoint any other Director, or any other person willing to act, to be an alternate Director. |
| 26.2 | Conduct of Alternates. An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and, save as expressly provided herein, to perform all the functions and exercise all of the powers of his appointor as a Director in his absence. |
| 26.3 | Automatic termination. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. |
| 26.4 | No Agency. An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. |
| 27 | NO MINIMUM SHAREHOLDING |
| 27.1 | The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares. |
| 28 | REMUNERATION OF DIRECTORS |
| 28.1 | Office Remuneration. The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination of such methods. |
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| 28.2 | Additional Remuneration. The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director. |
| 28.3 | Pensions. The Directors, on behalf of the Company, may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. |
| 29 | INDEMNIFICATION |
| 29.1 | Indemnity and Exclusion of Liability. Every Director, alternate Director or Officer shall be indemnified out of the assets of the Company against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own actual fraud or wilful default. No such Director, alternate Director or Officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the actual fraud or wilful default of such Director or officer. References in this Article to actual fraud or wilful default mean a finding to such effect by a competent court in relation to the conduct of the relevant party. |
| 29.2 | Advancement of Expenses. Expenses, including legal fees, incurred by a Director, alternate Director or Officer, or former Director, alternate Director or Officer in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by such party to repay the amount if it shall ultimately be determined that such Director, alternate Director or Officer is not entitled to be indemnified by the Company and upon such terms and conditions, if any, as the Company deems appropriate. |
| 29.3 | Insurance. The Company may purchase and maintain insurance in relation to any person who is or was a Director, alternate Director, Officer or liquidator of the Company, or who at the request of the Company is or was serving as a Director, alternate director, Officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity. |
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| 30 | RECORDS |
| 30.1 | Registered Office Records. The Company shall keep the following documents at the Registered Office: |
| (a) | the Certificate of Incorporation and any Certificate on Change of Name; |
| (b) | a copy of the Memorandum and Articles; |
| (c) | the Register of Directors and Officers; and |
| (d) | to the extent the Company has created a security interest over any of its assets the Register of Mortgages and Charges required to be maintained by the Company under Section 54 of the Companies Act. |
| 30.2 | Other Corporate Records. The Company shall keep the following records at the Registered Office or at such other place or places, within or outside the Cayman Islands, as the Directors may determine: |
| (a) | minutes of meetings, Ordinary Resolutions and Special Resolutions of Members and classes of Members; |
| (b) | the Register of Members; and |
| (c) | minutes of meetings and Resolutions of Directors and committees of Directors. |
| 30.3 | Electronic Form. All of the registers and records kept by the Company under these Articles shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Law. |
| 31 | SEAL |
| 31.1 | Use of Seal. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or an Officer or other person appointed by the Directors for the purpose. |
| 31.2 | Duplicate Seal. 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. |
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| 31.3 | Authentication and Filing. A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
| 32 | DISTRIBUTIONS |
| 32.1 | Payment of Distributions. Subject to the Companies Act and this Article, the Directors may declare and pay out of the funds of the Company lawfully available for such purpose a Distribution at a time and of an amount they think fit. No Distribution shall be paid except out of the realised and unrealised profits of the Company, and/or out of the share premium account and/ or as otherwise permitted by the Companies Act. |
| 32.2 | Ranking. Except as otherwise provided by the rights attached to Shares, all Distributions shall be declared and paid according to the par value of the Shares that a Member holds. The Company may pay Distributions in proportion to the amount paid upon each Share where a larger amount is paid up on some Shares than on others. If any Share is issued on terms providing that it shall rank for Distributions as from a particular date, that Share shall rank for Distributions accordingly. |
| 32.3 | Deductions. The Directors may deduct from any Distribution payable to any Member all sums of money, if any, then payable by him to the Company on account of calls or otherwise. |
| 32.4 | Distribution in Kind. The Directors may declare that any Distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors. |
| 32.5 | Payment. Any Distribution payable in cash in respect of Shares may be paid by electronic funds transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Distributions payable in respect of the Shares held by them as joint holders. |
| 32.6 | No Interest. No Distribution shall bear interest as against the Company and no distribution shall be paid on Treasury Shares. |
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| 32.7 | Unclaimed Payments. Any Distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Distribution may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Distribution shall remain as a debt due to the Member. Any Distribution which remains unclaimed after a period of six years from the date of declaration of such Distribution shall be forfeited and shall revert to the Company. |
| 33 | CAPITALISATIONS |
| 33.1 | Capitalisations. The Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve) or to the credit of profit and loss account or otherwise available for distribution and appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a Distribution of profits by way of dividend and apply such sum on their behalf in paying up in full unissued Shares for issue, allotment and distribution credited as fully paid-up to and amongst them in the proportions aforesaid. In such event the Directors may make such provisions as they think fit in the case of Shares becoming distributable in fractions. |
| 34 | RECORD DATE |
| 34.1 | Record Date Determination. For the purpose of determining Members entitled to attend meetings, receive payment of any Distribution or capitalisation or for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members, provided that the record date for a meeting shall not be more than sixty (60) days before the date of such meeting. |
| 34.2 | No Record Date Chosen. If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to attend meetings, receive payment of a Distribution or capitalisation, the date on which the notice of the meeting is given or resolution of the Directors declaring such Distribution or capitalisation is adopted, as the case may be, shall be the record date for such determination of Members. |
| 35 | REPRESENTATION |
| 35.1 | Representation of Legal Persons. The right of any individual to speak for or represent a Member or a Director being a legal person shall be determined by the law of the jurisdiction where, and by the documents by which, such legal person is constituted or derives its existence but save where an objection has been raised by a Member or a Director, the Directors shall not be obliged to verify the rights of individuals purporting to speak for or represent legal persons. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Member or the Company. |
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| 36 | FINANCIAL YEAR |
| 36.1 | Unless the Director otherwise prescribe, the financial year of the Company shall be the calendar year. |
| 37 | ACCOUNTS |
| 37.1 | Accounts. The Company shall keep proper books of account with respect to (a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the Company; and (c) the assets and liabilities of the Company, that in each case, are sufficient to give a true and fair view of the Company’s affairs and to explain its transactions. |
| 37.2 | Inspection. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Act or authorised by the Directors or by the Company in general meeting. |
| 37.3 | Financial Information. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. |
| 38 | AUDIT |
| 38.1 | Auditor. The Directors may appoint an auditor of the Company who shall hold office until removed from office by resolution of the Directors, and may fix his or their remuneration. |
| 38.2 | Access Right. Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for any audit. |
| 38.3 | Auditor Reports. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at such times as shall be required by the Directors or any meeting of the Members. |
| 39 | NOTICES |
| 39.1 | Calculation of Elapsed Time. Subject to the laws of the Cayman Islands, where any period of time is expressed as required for the giving of any notice or in any other case where some other action is required to be undertaken within or omitted from being taken during a specified period of time, the calculation of the requisite period of time will not include the day on which the notice is given (or deemed to be given) or the day on which the event giving rise to the need to take or omit action occurred, but shall include the day on which the period of time expires. |
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| 39.2 | Delivery of Notices. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail. E-mail notices may be sent by e-mail text and/or by way of a document attached to an email in portable document format (PDF) or in Microsoft Word format and/or by any other method separately agreed between the Company and its Members. |
| 39.3 | Deemed Receipt. Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing a notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service it shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient. |
| 39.4 | Notices of General Meeting. Notice of every general meeting shall be given in any manner hereinbefore authorized to every person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members. |
| 40 | VOLUNTARY LIQUIDATION |
| 40.1 | Subject to the Companies Act, the Company may by Special Resolution be wound up voluntarily. |
| 41 | WINDING UP |
| 41.1 | Distribution of Assets. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
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| 41.2 | Valuation of Assets. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Companies Act, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
| 42 | CONTINUATION |
| 42.1 | The Company may, subject to the provisions of the Companies Act and with the approval of a Special Resolution, transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and be de- registered in the Cayman Islands. |
| 43 | AMENDMENT OF THE MEMORANDUM AND ARTICLES |
| 43.1 | Subject to the Companies Act and the rights attaching to any class or series of Shares, the Company may by Special Resolution change its name or alter or amend these Articles and/ or the Memorandum in whole or in part. |
| 44 | EXCLUSIVE JURISDICTION AND FORUM |
| 44.1 | Exclusive Forum. Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, these Articles or otherwise related in any way to each Member’s shareholding in the Company, including, without limitation: (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee of the Company to the Company or the Members; (c) any action asserting a claim arising pursuant to any provision of the Companies Act, the Memorandum or these Articles; or (d) any action asserting a claim against the Company or any current or former Director, Officer or other employee of the Company that is governed by the internal affairs doctrine (as that concept is recognised under the laws of the United States of America). |
| 44.2 | Submission. Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. |
| 44.3 | Equitable Relief. Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach of this Article and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Article. |
| 44.4 | U.S. Federal Securities Claims. This Article shall not apply to any claim or cause of action brought to enforce any liability or duty created by the United States Securities Act of 1933, as amended, or the United States Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States of America have exclusive jurisdiction. |
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Exhibit 99.2
VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. (Eastern Time) on November 12, 2026. CONTROL # VOTE BY FAX Mark, sign and date your proxy card and return it to 646-536-3179. VOTE BY EMAIL * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 Mark, sign and date your proxy card and return it to vote@vstocktransfer.com VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. VOTE IN PERSON you would like to vote in person, please attend the If General Meeting to be held on Extraordinary 16, 2026 at 10:00 a.m. Beijing Time November 15, 2026 at 9:00 p.m. Eastern Time) at (November 1688 Tianzhong Street, Longwan District, No. Zhejiang Province, People's Republic of Wenzhou, China. Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Extraordinary General Meeting Proxy Card – Huadi International Group Co., Ltd. DETACH PROXY CARD HERE TO VOTE BY MAIL THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL LISTED PROPOSALS. AGAINST ABSTAIN FOR an ordinary resolution, to approve a share consolidation of all of the Company's issued and unissued ordinary shares of a par value of US$0.0002 each (the 1.As Shares") at a ratio of eight (8)-to-one (1), such that every eight (8) Ordinary Shares of a par value of US$0.0002 each be consolidated into one (1) ordinary "Ordinary of a par value of US$0.0016 each (the "Share Consolidation"), and the rounding up of any fractional shares resulting from the Share Consolidation to the share whole ordinary share, which shall take effect on November 26, 2026, and upon the Share Consolidation becoming effective, the authorized share capital of nearest Company shall be changed from (i) US$50,000 divided into 250,000,000 ordinary shares of par value US$0.0002 each to (ii) US$50,000 divided into 31,250,000 the shares of par value US$0.0016 each. The Company's board of directors (the "Board") is authorized to do all other such acts and things as the Board ordinary necessary or desirable for the purposes of the transactions contemplated by the Share Consolidation, including instructing the registered office provider or considers transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation. As a special resolution, to approve, subject to and conditional upon approval by the shareholders of Proposals (1) and (3), the directors of the Company making the 2. solvency statement in accordance with section 14A of the Companies Act (As Revised) of the Cayman Islands (the "Companies Act") and the filing and requisite of the same, together with the minute of reduction, with the Registrar of Companies of the Cayman Islands in accordance with the Companies Act, with registration upon the registration of the solvency statement and the minute of reduction following the effectiveness of the Share Consolidation, a reduction in the effect authorized share capital from (i) US$50,000 divided into 31,250,000 ordinary shares of a par value of US$0.0016 each to (ii) US$3,125 divided into Company's ordinary shares of a par value of US$0.0001 each, by way of reduction of the par value of each authorized ordinary share in the capital of the Company 31,250,000 all issued shares) from US$0.0016 to US$0.0001, and that the amount by which the issued share capital of the Company is so reduced be credited to the (including premium account of the Company (the "Par Value Reduction"). The Board is authorized to do all such acts and things as the Board considers necessary or share for the purposes of the transactions contemplated by the Par Value Reduction, including the making and filing of the solvency statement and the minute of desirable with the Registrar of Companies of the Cayman Islands in accordance with section 14A of the Companies Act and instructing the registered office provider reduction of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Par Value Reduction. As an ordinary resolution, to approve, subject to and conditional upon approval by the shareholders of Proposals (1) and (2) and compliance with the applicable 3. of the Companies Act, with effect immediately following the effectiveness of the Par Value Reduction, an increase in the Company's authorized share requirements from (i) US$3,125 divided into 31,250,000 ordinary shares of a par value of US$0.0001 each to (ii) US$50,000 divided into 500,000,000 ordinary shares of a capital value of US$0.0001 each, by the creation of an additional 468,750,000 authorized but unissued ordinary shares of a par value of US$0.0001 each (the "Share par Increase"). The Board is authorized to do all such acts and things as the Board considers necessary or desirable for the purposes of the transactions Capital by the Share Capital Increase, including instructing the registered office provider of the Company to complete the necessary corporate record(s) and contemplated filing(s) to reflect the Share Capital Increase. By a special resolution, to adopt the second amended and restated memorandum and articles of association of the Company in the form attached as Appendix A to 4. proxy statement accompanying this notice in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the the Company to: subject to and conditional upon approval by the shareholders of Proposal (1), reflect the Share Consolidation (the "Adoption of the Second ARMA Regarding the (a) Share Consolidation"); subject to and conditional upon approval by the shareholders of Proposals (2) and (3), reflect the Par Value Reduction and the Share Capital Increase (the (b) "Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase"); provide that, subject to the express requirements that a resolution be passed at a meeting under the Companies Act or the articles of association of the Company, (c) ordinary resolution of the shareholders may be passed, without the need for any prior notice, by a resolution in writing signed by shareholders representing a any majority of the votes entitled to be cast on the resolution at a meeting (the "Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of simple Shareholders"); remove the requirement that the record date for a meeting may not be earlier than the date of notice of such meeting and allow a record date of up to sixty (60) (d) days before the meeting (the "Adoption of the Second ARMA Regarding the Record Date"); reflect other housekeeping amendments. The Board is authorized to do all other such acts and things as the Board considers necessary or desirable for the and of the transactions contemplated by the Adoption of the Second ARMA Regarding the Share Consolidation, the Adoption of the Second ARMA Regarding purposes Par Value Reduction and the Share Capital Increase, the Adoption of the Second ARMA Regarding the Written Ordinary Resolutions of Shareholders and/or the the of the Second ARMA Regarding the Record Date (as may be approved by the shareholders), including instructing the registered office provider or transfer Adoption of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Adoption of the Second ARMA Regarding the Share Consolidation, agent Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Capital Increase, the Adoption of the Second ARMA Regarding the Written the Ordinary Resolutions of Shareholders and/or the Adoption of the Second ARMA Regarding the Record Date (as may be approved by the shareholders). (TO BE CONTINUED AND SIGNED ON REVERSE)
HUADI INTERNATIONAL GROUP CO., LTD. Extraordinary General Meeting of Shareholders November 16, 2026 A copy of our 2025 annual report on Form 20-F is available on the SEC's website at and in print upon request. http://www.sec.gov DETACH PROXY CARD HERE TO VOTE BY MAIL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AGAINST ABSTAIN FOR By an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are 5. insufficient votes for, or otherwise in connection with, the approval of Proposals (1), (2), (3), (4)(a), (4)(b), 4(c) and 4(d) (the "Adjournment"). undersigned hereby appoints Huisen Wang as proxy with full power of substitution, to represent and to vote as set forth herein The the ordinary shares of Huadi International Group Co., Ltd. which the undersigned is entitled to vote at the Extraordinary all General Meeting of Shareholders and any adjournments or postponements thereof, as designated below. proxy, when properly executed, will be voted as directed. If no direction is made, the proxy shall be voted FOR the Share This FOR the Par Value Reduction, FOR the Share Capital Increase, FOR the Adoption of the Second ARMA Consolidation, the Share Consolidation, FOR the Adoption of the Second ARMA Regarding the Par Value Reduction and the Share Regarding Increase, FOR the Adoption of the Second ARMA Regarding the Written Resolutions of Shareholders, FOR the Adoption Capital the Second ARMA Regarding the Record Date, FOR the Adjournment, and to consider and act on such other matters that of legally come before the meeting, as said proxy(s) may deem advisable. Signature, if held jointly Signature Date ________________ ________________________ ________________________ Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. To change the address on your account, please check the box at right and indicate your new address. AC:ACCT9999 * SPECIMEN * 90.00