SMJ International holders approve new share rules

SMJ International Holdings Inc. shareholders approved updated governing documents and implementation authority for the board at the September 2026 extraordinary general meeting.

Available on EDGAR 09/15/2026 - 12:35 PM EDT Accepted by SEC EDGAR 09/15/2026 - 12:34 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

SMJ International Holdings Inc. (SMJF) reports that shareholders approved all resolutions at its extraordinary general meeting held on September 15, 2026 in Singapore. The meeting adopted a second amended and restated memorandum and articles of association and authorised the board to implement these changes.

The new Amended MAA removes certain automatic conversion triggers for Class B to Class A Ordinary Shares, lowers the threshold for written ordinary resolutions to two-thirds of total voting rights, and deletes show-of-hands voting provisions, along with other clean-up changes. Both resolutions passed with an overwhelming majority of votes cast.

Key Figures

Votes for Amended MAA: 131,441,442 votes Votes against Amended MAA: 15,076 votes Votes for Board Authorisation: 131,441,442 votes +4 more

7 metrics

Votes for Amended MAA 131,441,442 votes For the special resolution adopting the second amended and restated memorandum and articles of association

Votes against Amended MAA 15,076 votes Against the special resolution adopting the Amended MAA

Votes for Board Authorisation 131,441,442 votes For the ordinary resolution authorising the board to implement the Amended MAA

Votes against Board Authorisation 15,076 votes Against the ordinary resolution authorising the board

Class A voting power 1 vote per share Voting rights for Class A Ordinary Shares as of the August 7, 2026 record date

Class B voting power 10 votes per share Voting rights for Class B Ordinary Shares as of the August 7, 2026 record date

Written resolution threshold Two-thirds of total voting rights New minimum holding for ordinary resolutions in writing under the Amended MAA

Key Terms

extraordinary general meeting, special resolution, ordinary resolution, memorandum and articles of association, +1 more

5 terms

extraordinary general meeting regulatory

"The 2026 extraordinary general meeting of shareholders of SMJ International Holdings Inc."

special resolution regulatory

"It is resolved, as a special resolution, that the Company adopt"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

ordinary resolution regulatory

"It is resolved, as an ordinary resolution, that the board of directors"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

memorandum and articles of association regulatory

"adopt the second amended and restated memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

Class B Ordinary Shares financial

"removal of the vacation of office by a director and the death of an existing holder of Class B Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

FAQ

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

What did SMJF shareholders approve at the September 2026 extraordinary general meeting?

Shareholders approved the second amended and restated memorandum and articles of association and a resolution authorising the board to take all necessary actions to implement the new Amended MAA, including required filings in the Cayman Islands.

How did SMJF shareholders vote on the new Amended MAA?

The resolution to adopt the second amended and restated memorandum and articles of association received 131,441,442 votes for, 15,076 against, and 0 abstentions, and was duly passed as a special resolution.

What changes to voting and conversion rules were approved for SMJF?

The Amended MAA removes director vacation of office and death of a Class B holder as automatic conversion triggers from Class B to Class A shares, lowers the written ordinary resolution threshold to two-thirds of total voting rights, and deletes show-of-hands voting provisions.

What was the outcome of the board authorisation resolution for SMJF?

The board authorisation ordinary resolution passed with 131,441,442 votes for, 15,076 against, and 0 abstentions, empowering the board to take all actions it considers necessary or desirable to implement the Amended MAA.

What are the voting rights of SMJF’s Class A and Class B Ordinary Shares?

As of the August 7, 2026 record date, holders of Class A Ordinary Shares were entitled to one vote per share, and holders of Class B Ordinary Shares were entitled to ten votes per share for matters at the extraordinary general meeting.

Was a quorum present at SMJF’s 2026 extraordinary general meeting?

Yes. Shareholders holding shares representing not less than a majority of all votes attaching to all shares in issue and entitled to vote were present in person or by proxy, which constituted a quorum for the meeting.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-42989

SMJ International Holdings Inc.

31 Jurong Port Road #02-20

Jurong Logistics Hub

Singapore 619115

(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 ☐

Results of SMJ International Holdings Inc.’s 2026 Extraordinary General Meeting

The 2026 extraordinary general meeting of shareholders (the “Meeting”) of SMJ International Holdings Inc., a Cayman Islands exempted company (the “Company”), was held at 31 Jurong Port Road #02-20 Jurong Logistics Hub, Singapore 619115, on September 15, 2026, at 10:00 a.m. (Singapore time) (September 14, 2026, at 10:00 p.m. Eastern Time), pursuant to notice duly given.

At the close of business on August 7, 2026 (U.S. Eastern Time), the record date for the determination of shareholders entitled to vote at the Meeting, holders of Class A Ordinary Shares with a par value of US$0.0002 each were entitled to one vote per share, and holders of Class B Ordinary Shares with a par value of US$0.0002 each were entitled to ten votes per share. At the Meeting, shareholders holding shares representing not less than a majority of all votes attaching to all shares in issue and entitled to vote at the Meeting were present in person or by proxy, constituting a quorum.

At the Meeting, the shareholders of the Company passed the following resolutions:

1 Adoption of Second Amended and Restated Memorandum and Articles of Association

“It is resolved, as a special resolution, that the Company adopt the second amended and restated memorandum and articles of association of the Company (the “Amended MAA”) in the form annexed in replacement of the amended and restated memorandum and articles of association of the Company as adopted on 23 April 2025 to reflect, amongst others, the removal of the vacation of office by a director and the death of an existing holder of Class B Ordinary Shares as a trigger event for the automatic conversion of shares from Class B Ordinary Shares to Class A Ordinary Shares, the lower threshold for ordinary resolutions in writing to be signed by members holding not less than two-thirds of the total voting rights of the issued shares entitled to vote at a general meeting of the Company on such resolution (instead of all members), deletion of provisions relating to voting conducted via show of hands, and certain clean up changes.”

2 Board Authorisation

“It is resolved, as an ordinary resolution, that the board of directors be and is hereby authorised to do all other acts and things as the board of directors considers necessary or desirable in connection with the adoption of the Amended MAA, including without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands.”

Both resolutions were duly passed at the Meeting. The results of the votes at the Meeting for the resolutions were as follows:

	Resolution		For		Against		Abstain
1	Adoption of Second Amended and Restated Memorandum and Articles of Association		131,441,442		15,076		0
2	Board Authorisation		131,441,442		15,076		0

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: September 15, 2026

	SMJ International Holdings Inc.
	By:	/s/ Rena Ho
	Name:	Rena Ho
	Title:	Chief Executive Officer

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