Chanson International Holding
For the period ended Jul 23, 2026. Filed Jul 23, 2026.
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Jul 23, 2026 · Filed Jul 23, 2026
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EX-99.1 · CLASS B VARIATION
CLASS B VARIATION
General
Currently, each holder of Class B ordinary shares of par value US$0.01 each (the “Class B Ordinary Shares”) is, on a poll, entitled to 50 votes for each Class B Ordinary Share held. The Company is proposing to vary the rights of the Class B Ordinary Shares in such manner and to such extent such that each holder of Class B Ordinary Shares will be, on a poll, entitled to exercise 80 votes for each Class B Ordinary Share held (the “Class B Variation”). Each holder of Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”) is and shall remain entitled, on a poll, to one vote for each Class A Ordinary Share held. On a show of hands, every shareholder shall continue to have one vote.
Article 2.8 of the Company’s current articles of association provides that the right attaching to a class of shares may only be varied if one of the following applies: (a) the shareholders holding not less than two-thirds of the issued shares of that class consent in writing to the variation; or (b) the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the shareholders holding the issued shares of that class.
The Class B Variation will vary the rights attaching to Class A Ordinary Shares by diluting the voting power of Class A Ordinary Shares. Accordingly, the purpose of the Class A EGM is to seek the approval of Class A shareholders to the Class B Variation and the consequent variation to the rights attaching to the Class A Ordinary Shares by way of Special Resolution in accordance with Article 2.8 of the Company’s current articles of association.
The Company has separately asked its sole holder of Class B Ordinary Shares to consent in writing to the Class B Variation and expects to receive such consent prior to the Class A EGM (the “Class B Shareholder Consent”).
If the Class B Variation is approved by holders of Class A Ordinary Shares and Class B Ordinary Shares, separately in accordance with Article 2.8 of the Company’s current articles of association, then shareholders will be asked to amend the articles of association to, amongst other things, reflect the Class B Variation at an extraordinary general meeting of all shareholders, to be held following the Class A EGM on August 24, 2026 at 10:00 a.m., Eastern Time, at B9 Xinjiang Chuangbo Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017, accessible through the link www.virtualshareholdermeeting.com/CHSN2026 (the “EGM”).
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