STOCK TITAN

Li Bang shareholders approve 3.5B-share increase

The approved resolutions set out larger Class A and Class B authorizations, while the par-value changes and proposed BVI migration remain subject to conditions.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Li Bang International Corp Inc. (LBGJ) shareholders approved all six proposals at the September 22, 2026 reconvened meeting after the September 21 meeting was adjourned for lack of quorum. At reconvening, 21,122 Class A and 89,008 Class B shares were represented, constituting a quorum under the company’s articles and Cayman Islands home-country practice despite representation below one-third of outstanding shares.

The approved capital increase would raise authorized capital from USD $35,000 (15,750,000 Class A and 1,750,000 Class B shares at USD $0.002 par value) to USD $7,000,000 (3,150,000,000 Class A and 350,000,000 Class B shares at that par value). A separate reorganization, subject to the increase taking effect and Cayman statutory requirements, would lower par value to USD $0.00001, subdivide each authorized but unissued share into 200 shares, then cancel unissued shares to leave authorized capital at USD $35,000 with the enlarged class counts. The New MA was approved to follow the increase and reorganization; the proposed BVI migration was approved subject to New MA approval, filings and required governmental and regulatory consents.

Positive

  • None.

Negative

  • None.

Filing Explained

Shareholders approved, subject to the capital increase taking effect and Cayman legal requirements, reducing each share’s par value from USD $0.002 to USD $0.00001, with the resulting paid-up-capital credit, if implemented, going to a distributable reserve that may be used, subject to law, including to offset accumulated losses.

Authorized share capital before increase USD $35,000 Before the approved increase; divided into 15,750,000 Class A and 1,750,000 Class B shares at USD $0.002 par value.
Authorized share capital under approved increase USD $7,000,000 Proposal No. 1; 3,150,000,000 Class A and 350,000,000 Class B shares at USD $0.002 par value.
Class A shares under approved increase 3,150,000,000 shares Authorized Class A shares at USD $0.002 par value.
Class B shares under approved increase 350,000,000 shares Authorized Class B shares at USD $0.002 par value.
Par value before reorganization USD $0.002 per share Par value specified in the approved capital increase.
Par value under reorganization USD $0.00001 per share Proposed reduction in par value, subject to the stated conditions.
Issued and outstanding shares on the record date 621,418 Class A shares; 89,008 Class B shares As of August 26, 2026; each Class A share had one vote and each Class B share had fifteen votes.
quorum regulatory
"the quorum for the Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
authorized share capital financial
"increase the authorized share capital"
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
par value financial
"reduce the par value of each authorized ordinary share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
distributable reserve account financial
"transferred to a distributable reserve account"
home country practice regulatory
"following home country practice in the Cayman Islands"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What authorized share changes did LBGJ shareholders approve?

The approved increase would change authorized capital from USD $35,000 to USD $7,000,000, with 3,150,000,000 Class A and 350,000,000 Class B shares at USD $0.002 par value. A separate reorganization would reduce par value to USD $0.00001 and set authorized capital at USD $35,000 with those share counts, subject to the stated conditions.

What conditions apply to LBGJ’s share capital reorganization and BVI migration?

The reorganization is subject to the capital increase taking effect and compliance with sections 14, 14A and 14B of the Cayman Islands Companies Act (Revised). The migration is subject to approval of the New MA, completion of its filings and all necessary governmental and regulatory consents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

 

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 September 2026

 

Commission File Number: 001-42378

 

Li Bang International Corporation Inc.

(Exact Name of Registrant as Specified in its Charter)

 

No. 190 Xizhang Road, Gushan Town, Jiangyin City, Jiangsu Province

People’s Republic of China

+86 0510-81630030

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 
 

 

Results of Li Bang International Corporation Inc.’s September 2026 Extraordinary General Meeting of Shareholders

 

The September 2026 Extraordinary General Meeting of Shareholders (the “Meeting”) of Li Bang International Corporation Inc. (the “Company”) was held at the principal offices of the Company located at No. 190 Xizhang Road, Gushan Town, Jiangyin City, Jiangsu Province, People’s Republic of China, at 09:30 a.m., Eastern Time, on September 21, 2026, which meeting was adjourned due to lack of quorum and reconvened at the same time and place on September 22, 2026 in accordance with the Company’s currently effective amended and restated memorandum and articles of association (the “Current M&A”).

 

At the close of business on August 26, 2026, the record date of the Meeting, there were 621,418 Class A ordinary shares issued and outstanding, each entitled to one (1) vote, and 89,008 Class B ordinary shares issued and outstanding, each entitled to fifteen (15) votes.

 

Under the current M&A, the quorum for the Meeting is one or more holders representing not less than one-third (1/3) of the outstanding ordinary shares carrying the right to vote at the Meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorized representative or proxy. For this purpose, the Class A ordinary shares and the Class B ordinary shares are counted together in determining whether a quorum is present.

 

The Current M&A further provide that, if a quorum is not present within two (2) hours after the time appointed for a meeting, the meeting may stand adjourned to the same time and place one (1) business day later. If a quorum is still not present within half hour after the time appointed for the adjourned meeting, the shareholders then present in person or by proxy constitute a quorum, even if they represent less than one-third (1/3) of the outstanding ordinary shares.

 

The holders of 21,122 Class A ordinary shares and 89,008 Class B ordinary shares were represented in person or by proxy at the reconvened Meeting, which constituted a quorum for the Meeting in accordance with Article 17.7 of the Current M&A and applicable Cayman Islands law. In this respect, the Company was following home country practice in the Cayman Islands in lieu of satisfying the quorum-related requirements of Nasdaq Listing Rule 5620(c).

 

Capitalized terms not otherwise defined herein have the meaning given to them in the notice of the Meeting and the accompanying explanatory statement, as amended (the “Meeting Notice”), which were filed as exhibits to the Company’s Current Report on Form 6-K with the U.S. Securities and Exchange Commission on September 2, 2026 (File No. 001-42378).

 

Resolutions Adopted

 

At the reconvened Meeting, the shareholders of the Company duly approved and adopted the following resolutions:

 

Proposal No. 1

 

An ordinary resolution to increase the authorized share capital of the Company from: USD $35,000 divided into 15,750,000 Class A ordinary shares with par value of USD $0.002 each share and 1,750,000 Class B ordinary shares with par value of USD $0.002 each share, to: USD $7,000,000 divided into 3,150,000,000 Class A ordinary shares with par value of USD 0.002 each share and 350,000,000 Class B ordinary shares with par value of USD $0.002 each share, by increasing the number of authorized Class A ordinary shares by 3,134,250,000, and the number of authorized Class B ordinary shares by 348,250,000 (the “Share Capital Increase”).

 

2
 

 

Proposal No. 2

 

A special resolution, subject to and immediately following the Share Capital Increase being effected and further subject to compliance with all further applicable requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), to approve the reduction of the par value of each authorized ordinary share of the Company (including all authorized, issued and outstanding Class A ordinary shares and Class B ordinary shares) from USD $0.002 to USD $0.00001 and to authorize the board of directors of the Company (the “Board”) to take all actions necessary or advisable to effect such change (the “Share Capital Reorganization”), specifically through the following steps:

 

Share Capital Reduction

 

a.the par value of each issued and outstanding class A ordinary share of USD $0.002 par value each and class B ordinary share of USD $0.002 par value each in the share capital of the Company be reduced to USD $0.00001 by cancelling USD $0.00199 of the paid-up capital on each of the issued and outstanding class A ordinary shares of USD $0.002 par value each and class B ordinary shares of USD $0.002 par value each (the “Share Capital Reduction”);

 

b.following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be USD $0.00001;

 

c.the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

 

Share Capital Subdivision

 

d.immediately following the Share Capital Reduction:

 

i.each authorized but unissued class A ordinary share of USD $0.002 par value each be subdivided into 200 class A ordinary shares of USD $0.00001 par value each; and

 

ii.each authorized but unissued class B ordinary share of USD $0.002 par value each be subdivided into 200 Class B ordinary shares of USD $0.00001 par value each (collectively, the “Subdivision”);

 

Share Capital Cancellation

 

e.immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued class A ordinary shares of USD $0.00001 par value each and unissued class B ordinary shares of USD $0.00001 par value each that will result in the Company having authorized share capital of USD $35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD $0.00001 each and 350,000,000 class B ordinary shares of par value of USD $0.00001 each (the “Cancellation”); and

 

Authorized Share Capital Confirmation

 

f.immediately following the Share Capital Reduction, the Subdivision and Cancellation, the authorized share capital of the Company shall be USD $35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD $0.00001 each and 350,000,000 class B ordinary shares of par value of USD $0.00001 each.

 

Proposal No. 3

 

Special resolutions, subject to and immediately following the Share Capital Increase and the Share Capital Reorganization being effected, to approve the adoption by the Company of an amended and restated memorandum of association (the “New MA”), substantially in the form set forth in Exhibit A in the Explanatory Statement of the Meeting, in substitution for, and to the entire exclusion of, the Company’s currently effective amended and restated memorandum of association adopted by a special resolution passed on April 30 2026, to reflect the Share Capital Increase and the Share Capital Reorganization.

 

3
 

 

Proposal No. 4

 

A special resolution, subject to approval of the New MA and immediately following the completion of the filings of the New MA and further subject to all necessary governmental and regulatory consents, to approve:

 

a.the deregistration of the Company as an exempted company under the laws of the Cayman Islands and the continuation of the Company into the British Virgin Islands (“BVI”) as a BVI business company under the laws of BVI (the “Migration”); and

 

b.the adoption, conditional upon and with immediate effect from the Migration, of a memorandum and articles of association compliant with the laws of the BVI, substantially in the form attached as Exhibit B in the Explanatory Statement of the Meeting (the “BVI MAA”), in substitution and replacement in their entirety of the Company’s then existing amended and restated memorandum and articles of association.

 

Proposal No. 5

 

An ordinary resolution, subject to approval of Proposal 4 (the Migration proposal), to approve the authorization of the Board and any director or officer and of the Company to take all actions, execute all documents and make all filings as they may deem necessary or desirable to effect the Migration, including without limitation, signing (i) the voluntary declaration for and on behalf of the Company (which shall also be sworn by a Director) including a statement of the Company’s assets and liabilities as required by the Companies Act ; (ii) as the Company has no secured creditors, an undertaking that the Company has no secured creditors; (iii) a notice of the Company’s proposed registered office address in BVI, each in connection with the Company’s application to the Registrar of Companies of the Cayman Islands for the Migration, and the authorization of the Company’s registered office service providers to notify the Registrar of Companies of the Cayman Islands of the passing of the relevant special resolutions in accordance with the Companies Act.

 

Proposal No. 6

 

An ordinary resolution to approve to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, the Meeting becomes inquorate or there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

 

Voting Results

 

The voting results for each proposal considered at the Meeting, reflecting the votes cast by the Class A Ordinary Shares and the Class B Ordinary Shares voting together, were as follows:

 

Proposal   Class of Issue   For   Against   Abstain  
    Class A Ordinary Shares   13,515   6,984   623  
    Class B Ordinary Shares   1,335,120   0   0  
No. 1   Total   1,348,635   6,984   623  
    Class A Ordinary Shares   13,480   7,632   10  
    Class B Ordinary Shares   1,335,120   0   0  
No. 2   Total   1,348,600   7,632   10  
    Class A Ordinary Shares   13,556   7,557   9  
    Class B Ordinary Shares   1,335,120   0   0  
No. 3   Total   1,348,676   7,557   9  
    Class A Ordinary Shares   14,521   6,396   205  
    Class B Ordinary Shares   1,335,120   0   0  
No. 4   Total   1,349,641   6,396   205  
    Class A Ordinary Shares   14,644   6,469   9  
    Class B Ordinary Shares   1,335,120   0   9  
No. 5   Total   1,349,764   6,469   0  
    Class A Ordinary Shares   13,769   7,294   59  
    Class B Ordinary Shares   1,335,120   0   0  
No. 6   Total   1,348,889   7,294   59  

 

Press Release Announcing the Voting Results

 

On September 21, 2026, the Company issued a press release announcing the adjournment of the Meeting. A copy of the press release, entitled “LI BANG INTERNATIONAL CORPORATION INC. Announces Adjournment of Extraordinary General Meeting”, is attached hereto as Exhibit 99.1.

 

On September 22, 2026, the Company issued a press release announcing the voting results of the Meeting. A copy of the press release, entitled “LI BANG INTERNATIONAL CORPORATION INC. Announces Results of September 2026 Extraordinary General Meeting”, is attached hereto as Exhibit 99.2.

 

Incorporation By Reference

 

This current report on Form 6-K is hereby incorporated by reference into the registration statement of Li Bang International Corporation Inc. on Form F-3 (File No. 333-291772), to be a part thereof from the date on which this current report on Form 6-K is submitted and to the extent not superseded by documents or reports subsequently filed or furnished.

 

4
 

 

EXHIBIT INDEX

 

Exhibit   Title
     
99.1   Press Release Dated September 21, 2026
     
99.2   Press Release Dated September 22, 2026

 

5
 

 

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.

 

  Li Bang International Corporation Inc.
     
Date: September 25, 2026 By: /s/ Feng HUANG
  Name: Feng HUANG
  Title: Chief Executive Officer

 

6

 

 

Exhibit 99.1

 

LI BANG INTERNATIONAL CORPORATION INC. Announces Adjournment of Extraordinary General Meeting

 

JIANGYIN, China, Sept. 21, 2026 (GLOBE NEWSWIRE) — Li Bang International Corporation Inc. (“Li Bang International”) and its subsidiaries (collectively, the “Company,” “we,” “us,” “our company,” or “Li Bang”) (Nasdaq: LBGJ), a company engaged in designing, developing, producing, and selling stainless steel commercial kitchen equipment in China, today announced that its Extraordinary General Meeting of Shareholders (the “Meeting”) has been adjourned to September 22, 2026 at 9:30 a.m., Eastern Time, at the Company’s principal office, due to the absence of a quorum.

 

The Meeting was originally held on September 21, 2026 at 9:30 a.m., Eastern Time, at the Company’s principal office. Under Section 17.6 of the Company’s currently effective amended and restated memorandum and articles of association (the “M&A”), a quorum requires holders representing not less than one-third (1/3) of the outstanding ordinary shares carrying the right to vote at the meeting, with the Class A ordinary shares and Class B ordinary shares counted together. Following the scheduled start time and a waiting period of two (2) hours, the Company’s duly appointed inspector of elections confirmed that the shares represented in person and by proxy were insufficient to constitute a quorum.

 

Accordingly, in accordance with Section 17.7 of the M&A, the Meeting was adjourned to the next business day and will reconvene on September 22, 2026 at 9:30 a.m., Eastern Time, at the Company’s principal office, the same location as the original meeting.

 

The notice of Meeting and form of proxy card previously distributed to shareholders in connection with the Meeting, and publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) as exhibits in the Company’s current report on Form 6-K, remain in effect for the adjourned meeting in all other aspects. The record date, the proposals to be considered and the ballots already submitted in respect of the Meeting also remain valid and in effect for the reconvened meeting.

 

Shareholders who have already voted do not need to take any further action, and their previously submitted voting instructions will be counted at the reconvened meeting unless properly revoked.

 

The Company encourages shareholders who have not yet voted to submit their ballots or proxies in advance of the reconvened meeting.

 

 
 

 

About Li Bang International Corporation Inc.

 

Li Bang International Corporation Inc. specializes in the development, production, and sale of stainless-steel commercial kitchen equipment under its own “Li Bang” brand in China. In addition to its product offerings, the Company provides comprehensive services from early-stage design of commercial kitchen appliances to equipment installation and after-sales maintenance. Committed to innovation and high-quality, the Company uses modern production facilities and mature procedures and strives to become a first-class commercial kitchen appliance manufacturer in China. The Company’s long-term vision is to establish itself as a household name, synonymous with the products it manufactures. For more information, please visit the company’s website at https://ir.libangco.cn.

 

Forward Looking Statements

 

Certain statements in this announcement constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may”, “could”, “will”, “should”, “would”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “project” or “continue” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s financial results filings with the U.S. Securities and Exchange Commission.

 

CONTACTS

 

Li Bang International Corporation Inc.

 

Investor Relations Department

Email: guanli@libangco.cn

 

WFS Investor Relations

 

Email: services@wfsir.com

Phone: +1 628 283 9214

 

 

 

Exhibit 99.2

 

Li Bang International Corporation Inc. Announces Results of September 2026 Extraordinary General Meeting

  

JIANGYIN, China, Sept. 22, 2026 (GLOBE NEWSWIRE) — Li Bang International Corporation Inc. (“Li Bang International”) and its subsidiaries (collectively, the “Company,” “we,” “us,” “our company,” or “Li Bang”) (Nasdaq: LBGJ), a company engaged in designing, developing, producing, and selling stainless steel commercial kitchen equipment in China, today announced the results of the Company’s September 2026 Extraordinary General Meeting (the “Meeting”), as adjourned and reconvened, held at 9:30 a.m. U.S. Eastern Time on September 22, 2026. All proposals submitted for shareholder approval at the Meeting have been approved. The shareholders have duly adopted the following resolutions:

 

(1) An ordinary resolution to increase the authorized share capital of the Company from: USD $35,000 divided into 15,750,000 Class A ordinary shares with par value of USD $0.002 each share and 1,750,000 Class B ordinary shares with par value of USD $0.002 each share, to: USD $7,000,000 divided into 3,150,000,000 Class A ordinary shares with par value of USD 0.002 each share and 350,000,000 Class B ordinary shares with par value of USD $0.002 each share, by increasing the number of authorized Class A ordinary shares by 3,134,250,000, and the number of authorized Class B ordinary shares by 348,250,000 (the “Share Capital Increase”).

 

(2) A special resolution, subject to and immediately following the Share Capital Increase being effected and further subject to compliance with all further applicable requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), to approve the reduction of the par value of each authorized ordinary share of the Company (including all authorized, issued and outstanding Class A ordinary shares and Class B ordinary shares) from USD $0.002 to USD $0.00001 and to authorize the board of directors of the Company (the “Board”) to take all actions necessary or advisable to effect such change (the “Share Capital Reorganization”), specifically through the following steps:

 

Share Capital Reduction

 

a. the par value of each issued and outstanding class A ordinary share of USD $0.002 par value each and class B ordinary share of USD $0.002 par value each in the share capital of the Company be reduced to USD $0.00001 by cancelling USD $0.00199 of the paid-up capital on each of the issued and outstanding class A ordinary shares of USD $0.002 par value each and class B ordinary shares of USD $0.002 par value each (the “Share Capital Reduction”);

 

b. following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be USD $0.00001;

 

c. the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the Board may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

 

 

 

 

Share Capital Subdivision

 

d. immediately following the Share Capital Reduction:

 

  i. each authorized but unissued class A ordinary share of USD $0.002 par value each be subdivided into 200 class A ordinary shares of USD $0.00001 par value each; and
     
  ii. each authorized but unissued class B ordinary share of USD $0.002 par value each be subdivided into 200 Class B ordinary shares of USD $0.00001 par value each (collectively, the “Subdivision”);

 

Share Capital Cancellation

 

e. immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued class A ordinary shares of USD $0.00001 par value each and unissued class B ordinary shares of USD $0.00001 par value each that will result in the Company having authorized share capital of USD $35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD $0.00001 each and 350,000,000 class B ordinary shares of par value of USD $0.00001 each (the “Cancellation”); and

 

Authorized Share Capital Confirmation

 

f. immediately following the Share Capital Reduction, the Subdivision and Cancellation, the authorized share capital of the Company shall be USD $35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD $0.00001 each and 350,000,000 class B ordinary shares of par value of USD $0.00001 each.

 

(3) Special resolutions, subject to and immediately following the Share Capital Increase and the Share Capital Reorganization being effected, to approve the adoption by the Company of an amended and restated memorandum of association (the “New MA”), substantially in the form set forth in Exhibit A in the Explanatory Statement of the Meeting, in substitution for, and to the entire exclusion of, the Company’s currently effective amended and restated memorandum of association adopted by a special resolution passed on April 30 2026, to reflect the Share Capital Increase and the Share Capital Reorganization.

 

(4) A special resolution, subject to approval of the New MA and immediately following the completion of the filings of the New MA and further subject to all necessary governmental and regulatory consents, to approve:

 

a.the deregistration of the Company as an exempted company under the laws of the Cayman Islands and the continuation of the Company into the British Virgin Islands (“BVI”) as a BVI business company under the laws of BVI (the “Migration”); and

 

b.the adoption, conditional upon and with immediate effect from the Migration, of a memorandum and articles of association compliant with the laws of the BVI, substantially in the form attached as Exhibit B in the Explanatory Statement of the Meeting (the “BVI MAA”), in substitution and replacement in their entirety of the Company’s then existing amended and restated memorandum and articles of association.

 

(5) An ordinary resolution, subject to approval of Proposal 4 (the Migration proposal), to approve the authorization of the Board and any director or officer and of the Company to take all actions, execute all documents and make all filings as they may deem necessary or desirable to effect the Migration, including without limitation, signing (i) the voluntary declaration for and on behalf of the Company (which shall also be sworn by a Director) including a statement of the Company’s assets and liabilities as required by the Companies Act ; (ii) as the Company has no secured creditors, an undertaking that the Company has no secured creditors; (iii) a notice of the Company’s proposed registered office address in BVI, each in connection with the Company’s application to the Registrar of Companies of the Cayman Islands for the Migration, and the authorization of the Company’s registered office service providers to notify the Registrar of Companies of the Cayman Islands of the passing of the relevant special resolutions in accordance with the Companies Act.

 

(6) An ordinary resolution to approve to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, the Meeting becomes inquorate or there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

 

The approved proposals will take effect in such sequence and subject to such conditions reviewed at the Meeting and described in the Notice and Explanatory Statement of the Meeting, including any required governmental and regulatory consents and filings.

 

The Meeting was held originally on September 21 at 9:30 a.m. U.S. Eastern Time, and was adjourned due to the absence of a quorum and in accordance with the adjourned-meeting provisions of Article 17.7 of the Company’s currently effective amended and restated memorandum and articles of association adopted pursuant to special resolutions of the Company passed on April 30, 2026. The ordinary shares represented in person or by proxy at this adjourned Meeting, although still less than one-third (1/3) of the outstanding ordinary shares, constituted a quorum in accordance with Article 17.7 as permitted under applicable Cayman Islands law. In this respect, the Company elected to follow home country practice in the Cayman Islands in lieu of satisfying the quorum-related requirements of Nasdaq’s Listing Rule 5620(c).

 

 
 

 

About Li Bang International Corporation Inc.

 

Li Bang International Corporation Inc. specializes in the development, production, and sale of stainless-steel commercial kitchen equipment under its own “Li Bang” brand in China. In addition to its product offerings, the Company provides comprehensive services from early-stage design of commercial kitchen appliances to equipment installation and after-sales maintenance. Committed to innovation and high-quality, the Company uses modern production facilities and mature procedures and strives to become a first-class commercial kitchen appliance manufacturer in China. The Company’s long-term vision is to establish itself as a household name, synonymous with the products it manufactures. For more information, please visit the company’s website at https://ir.libangco.cn.

 

Forward Looking Statements

 

Certain statements in this announcement constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may”, “could”, “will”, “should”, “would”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “project” or “continue” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to carefully review other factors that may affect its future performance or results in the Company’s public filings with the U.S. Securities and Exchange Commission.

 

CONTACTS

 

Li Bang International Corporation Inc.

 

Investor Relations Department

Email: guanli@libangco.cn

 

WFS Investor Relations

 

Email: services@wfsir.com

Phone: +1 628 283 9214 

 

 

Filing Exhibits & Attachments

2 documents

Keep reading