株探米国株
英語
エドガーで原本を確認する
6-K 1 form6-k.htm 6-K

 

 

 

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 April 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 ☐

 

 

 

 

 

Extraordinary General Meeting of the Shareholders of Li Bang International Corporation Inc.

 

Li Bang International Corporation Inc. (the “Company”) will hold its extraordinary general meeting of shareholders (the “Meeting”) at the principal offices of the Company located at No. 190 Xizhang Road, Gushan Town, Jiangyin City, Jiangsu Province, People’s Republic of China, on April 30, 2026 at 6:00 p.m., Beijing Time (April 30, 2026 at 6:00 a.m., Eastern Time).

 

The board of directors of the Company has fixed the close of business on April 6, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof. Holders of record of the Company’s class A ordinary shares and class B ordinary shares at the close of business on the Record Date are entitled to vote at the Meeting and any adjourned or postponed meeting thereof.

 

Materials made available in connection with the Meeting are available at https://www.transhare.com/libang and had been mailed to holders of the Company’s class A ordinary shares and class B ordinary shares on or about April 8, 2026. The information contained in, or that can be accessed through, such website does not form a part of this filing. The following documents regarding the Meeting, each of which is attached as an exhibit hereto, are incorporated herein by reference.

 

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.

 

1

 

EXHIBIT INDEX

 

Exhibit   Title
     
99.1   Notice of Annual General Meeting
     
99.2   Proxy Statement
     
99.3   Form of Proxy

 

2

 

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: April 21, 2026 By: /s/ Huang Feng
  Name: Huang Feng
  Title: Chief Executive Officer

 

3

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

LI BANG INTERNATIONAL CORPORATION INC.

(Incorporated in the Cayman Islands with limited liability)

 

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

People’s Republic of China

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

to be held on April 30, 2026 Beijing Time

 

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “Meeting”) of Li Bang International Corporation Inc. (the “Company”) will be held at the offices of the Company located at No. 190 Xizhang Road, Gushan Town, Jiangyin City, Jiangsu Province, People’s Republic of China, on April 30, 2026 at 6:00 p.m., Beijing Time (April 30, 2026 at 6:00 a.m., Eastern Time) for the purpose of considering and voting upon the following proposals:

 

Proposal No. 1: By an ordinary resolution, to increase the authorized share capital of the Company

 

from: USD31,505,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 500,000 class B ordinary shares of par value of USD0.01 each,

 

to: USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares of par value of USD0.01 each,

 

by increasing the number of authorized class B ordinary shares from 500,000 to 350,000,000 (the “Share Capital Increase”).

 

Proposal No. 2: By a special resolution, subject to and with effect immediately following the Share Capital Increase being effected, to adopt the amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit A, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.

 

Proposal No. 3: By a special resolution, subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions being complied with, that (collectively, the “Share Capital Reduction and Reorganization”):

 

Share Capital Reduction

 

  a. the par value of each issued and outstanding class A ordinary share of USD0.01 par value each and class B ordinary share of USD0.01 par value each in the share capital of the Company be reduced to USD0.00001 by cancelling USD0.00999 of the paid-up capital on each of the issued and outstanding class A ordinary shares of USD0.01 par value each and class B ordinary shares of USD0.01 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 USD0.00001;
     
  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 USD0.01 par value each be subdivided into 1,000 class A ordinary shares of USD0.00001 par value each; and
     
  ii. each authorized but unissued class B ordinary share of USD0.01 par value each be subdivided into 1,000 Class B ordinary shares of USD0.00001 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 USD0.00001 par value each and unissued class B ordinary shares of USD0.00001 par value each that will result in the Company having authorized share capital of USD35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.00001 each and 350,000,000 class B ordinary shares of par value of USD0.00001 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 USD35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.00001 each and 350,000,000 class B ordinary shares of par value of USD0.00001 each.

 

Proposal No. 4: By a special resolution, subject to and with effect immediately following the Share Capital Reduction and Reorganization being effected, to adopt the amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit B, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction and Reorganization.

 

Proposal No. 5: By special resolutions, (a) to authorize the board of directors of the Company (the “Board”) to effect a consolidation of the issued and unissued share capital of the Company at the ratio of one (1)-for-two hundred (200), whereby two hundred (200) ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (the “Share Consolidation”), with the exact effective date of the Share Consolidation to be determined by the Board of Directors in its sole discretion within two (2) years after the date of passing of this resolution; (b) to approve the rounding up of any fractional shares resulting from the Share Consolidation to the next whole ordinary share; (c) to adopt the amended and restated memorandum of association of the Company, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation; and (d) to authorize any director or officer of the Company to perform all such acts and execute all such documents, including under seal where applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation and the transactions contemplated thereunder, including determining the exact effective date of the Share Consolidation and instructing the registered office provider of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.

 

Proposal No. 6: By an ordinary resolution, to approve to direct the chairman of the general meeting to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1 - 5 (the “Adjournment”).

 

The foregoing items of business are described in the proxy statement accompanying this notice. The proxy statement is also available for viewing at https://www.transhare.com/libang.

 

Management is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof in person and who wish to ensure that their shares will be voted are required to vote in accordance with the voting instruction (contained in the proxy statement accompanying this notice). The Board of Directors unanimously recommends that the shareholders vote “FOR” for all the items.

 

The Board of Directors has fixed the close of business on April 6, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof. Holders of record of the Company’s class A ordinary shares and class B ordinary shares at the close of business on the Record Date are entitled to vote at the Meeting and any adjourned or postponed meeting thereof.

 

Holders of our shares as of the Record Date are cordially invited to attend the Meeting in person. Your vote is important. If you cannot attend the Meeting in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the Meeting to ensure your representation at such meeting.

 

By Order of the Board of Directors,  
   
Feng Huang  
Chairman of the Board of Directors  
Dated: April 8, 2026  

 

 

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

LI BANG INTERNATIONAL CORPORATION INC.

 

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

 

PROXY STATEMENT

 

General

 

The board of directors of Li Bang International Corporation Inc., a Cayman Islands exempted company (the “Company” and the “Board of Directors”), is soliciting proxies for the extraordinary general meeting of shareholders of the Company (the “Meeting” or the “EGM”) to be held on April 30, 2026 at 6:00 p.m., Beijing Time (April 30, 2026 at 6:00 a.m., Eastern Time). The Meeting will be 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.

 

This Proxy Statement can be accessed, free of charge, at https://www.transhare.com/libang from April 8, 2026, and will first be mailed to holders of Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value US$0.01 each (the “Class B Ordinary Shares,” and collectively with the Class A Ordinary Shares, the “Shares”) of the Company on or about April 8, 2026.

 

Record Date and Quorum

 

Only shareholders of record at the close of business on April 6, 2026 (the “Record Date”) are entitled to vote at the Meeting. As of the Record Date, 3,204,042 Class A Ordinary Shares and 154,360 Class B Ordinary Shares were issued and outstanding. The presence, in person or by proxy or through their authorized representative, of one or more shareholders holding at least one-third of all of the Shares in issue and entitled to vote will constitute a quorum at the Meeting.

 

Voting and Solicitation

 

Each Class A Ordinary Share in issue as at the Record Date is entitled to one (1) vote and each Class B Ordinary Share in issue as at the Record Date is entitled to fifteen (15) votes. Each resolution put to the vote at the Meeting will be decided on a show of hands, unless the Board of Directors demands before the Meeting that voting shall be conducted by poll or a poll is, before, on or after the declaration of the result of the show of hands, demanded by (i) the chairman of the Meeting or (ii) one or more shareholder present in person or by proxy and holding Shares representing at least ten percent (10%) of all of the issued Shares giving a right to attend and vote at the Meeting.

 

Copies of solicitation materials will be furnished to all holders of Shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names the Shares beneficially owned by others to forward to those beneficial owners.

 

Voting on the proposals and the submission of the form of proxy must comply with the instructions set out in the form of proxy.

 

 

 

In order to be valid, your valid voting instructions and the proxy must be received not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof. TO VOTE ONLINE: Go to <www.Transhare.com> and click on Vote Your Proxy and enter your control number. TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com. TO VOTE BY FAX: Please fax the proxy card to 1.727.269.5616. TO VOTE BY MAIL: Please sign, date and mail to:

 

Proxy Team

Transhare Corporation

17755 US Highway 19 N

Suite 140

Clearwater FL 33764

United States of America

 

Approval of Proposals 1 and 6 below requires the affirmative vote of a simple majority of the votes cast at the Meeting.

 

Approval of Proposals 2 to 5 below requires the affirmative vote of a majority of not less than two-thirds of the votes cast at the Meeting.

 

When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholders. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the Meeting, or at any adjournment thereof.

 

Abstentions by holders of Shares will be counted for purposes of determining the number of Shares present at the Meeting, but will not be counted as votes for or against any proposal.

 

Revocability of Proxies

 

Any shareholder executing a proxy pursuant to this solicitation has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to its exercise by:

 

filing with us a written notice of revocation of your proxy,
   
submitting a properly executed Proxy Form bearing a later date, or
   
attending and voting in person at the Meeting.

 

Full Text of Resolutions

 

The full text of each resolution to be voted upon at the Meeting pursuant to Proposals 1 to 6 below is set forth in the Proxy Form accompanying this Proxy Statement.

 

PROPOSAL 1: SHARE CAPITAL INCREASE

 

Holders of Shares are asked to consider and approve a proposal to increase the authorized share capital of the Company from: USD31,505,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 500,000 class B ordinary shares of par value of USD0.01 each, to: USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares of par value of USD0.01 each, by increasing the number of authorized class B ordinary shares from 500,000 to 350,000,000 (the “Share Capital Increase”).

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SHARE CAPITAL INCREASE.

 

PROPOSAL 2: ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CAPITAL INCREASE

 

Holders of Shares are asked to consider and, subject to and with effect immediately following the Share Capital Increase being effected, approve a proposal to adopt the amended and restated memorandum of association, in the form attached hereto as Exhibit A, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.

 

 

 

The only substantive change to be made to the Company’s current memorandum of association pursuant to this Proposal No. 2 is to update paragraph 5 of the Company’s existing memorandum of association, which describes the authorized share capital of the Company.

 

This proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares present or represented by proxy and entitled to vote at the Meeting. This proposal is conditional upon Proposal 1 above being passed at the Meeting. If this proposal is approved but Proposal 1 is not approved, this proposal shall have no effect.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CAPITAL INCREASE.

 

PROPOSAL 3: SHARE CAPITAL REDUCTION AND REORGANIZATION

 

Holders of Shares are asked to consider and, subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions being complied with, approve a proposal for a reduction and reorganization of the share capital of the Company from USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares of par value of USD0.01 each, to USD35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.00001 each and 350,000,000 class B ordinary shares of par value of USD0.00001 each. The full text of the resolution is provided in the accompanying notice to the Meeting.

 

It is noted that the Companies (Amendment) Act, 2024 of the Cayman Islands (the “Amendment Act”), which amended the Companies Act, came into force on 1 January 2026. Amongst other things, the Amendment Act allows companies limited by shares or by guarantee to reduce their share capital without the need for court approval by passing a special resolution supported by a solvency statement (the “Solvency Statement”) signed by a director no more than 30 days before the date on which the special resolution is passed (the “New Share Capital Reduction Regime”). Under the Amendment Act, “solvency statement” is defined as “a statement made in the prescribed form to the effect that a full enquiry into the company’s affairs has been made and to the best of the directors’ knowledge and belief the company will be able to pay its debts as they fall due in the ordinary course of business commencing on the date of the statement.” The form of Solvency Statement has not yet been prescribed by the Cayman Islands Government or the Registrar of Companies of the Cayman Islands and, accordingly, companies limited by shares or by guarantee are not yet able to take advantage of the New Share Capital Reduction Regime.

 

Notwithstanding the above, the board of directors consider it to be in the best interests of the Company to present the following proposal to the shareholders of the Company at the Meeting to approve the Share Capital Reduction so that the Company may proceed with the Share Capital Reduction in the event that the form of the Solvency Statement is prescribed before the date of the Meeting.

 

It is noted that the directors of the Company, in accordance with the New Share Capital Reduction Regime, have determined that, having made a full enquiry into the affairs of the Company, to the best of their knowledge and belief, the Company is and will be able to pay its debts as they fall due in the ordinary course of business.

 

This proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares present or represented by proxy and entitled to vote at the Meeting. This proposal is conditional upon Proposal 1 above being passed at the Meeting. If this proposal is approved but Proposal 1 is not approved, this proposal shall have no effect.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SHARE CAPITAL REDUCTION AND REORGANIZATION.

 

 

 

PROPOSAL 4: ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CAPITAL REDUCTION AND REORGANIZATION

 

Holders of Shares are asked to consider and, subject to and with effect immediately following the Share Capital Reduction and Reorganization being effected, adopt the amended and restated memorandum of association, in the form attached hereto as Exhibit B, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction and Reorganization. The only substantive change to be made to the Company’s existing memorandum of association pursuant to this Proposal No. 4 is to update paragraph 5 of the Company’s existing memorandum of association, which describes the authorized share capital of the Company.

 

This proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares present or represented by proxy and entitled to vote at the Meeting. This proposal is conditional upon Proposal 3 above being passed at the Meeting. If this proposal is approved but Proposal 3 is not approved, this proposal shall have no effect.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CAPITAL REDUCTION AND REORGANIZATION.

 

PROPOSAL 5: THE SHARE CONSOLIDATION

 

Holders of Shares are asked to consider and, by special resolutions, (a) to authorize the board of directors of the Company (the “Board”) to effect a consolidation of the issued and unissued share capital of the Company at the ratio of one (1)-for-two hundred (200), whereby two hundred (200) ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (the “Share Consolidation”), with the exact effective date of the Share Consolidation to be determined by the Board of Directors in its sole discretion within two (2) years after the date of passing of this resolution; (b) to approve the rounding up of any fractional shares resulting from the Share Consolidation to the next whole ordinary share; (c) to adopt the amended and restated memorandum of association of the Company, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation; and (d) to authorize any director or officer of the Company to perform all such acts and execute all such documents, including under seal where applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation and the transactions contemplated thereunder, including determining the exact effective date of the Share Consolidation and instructing the registered office provider of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.

 

This proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares present or represented by proxy and entitled to vote at the Meeting. If the shareholders approve this proposal, the Board of Directors will have the authority to effect the Share Consolidation.

 

Purpose and Effects of the Share Consolidation

 

The Company’s Class A Ordinary Shares are currently listed on the Nasdaq Capital Market under the symbol “LBGJ.” Among other requirements, the listing maintenance standards established by Nasdaq require the Class A Ordinary Shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”), if the closing bid price of the Class A Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the Ordinary Shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Class A Ordinary Shares.

 

The Board of Directors’ primary objective in proposing the Share Consolidation is to raise the per share trading price of the Class A Ordinary Shares of the Company. In particular, this will help us to maintain the listing of our Class A Ordinary Shares on Nasdaq. The Board of Directors believes that the proposed Share Consolidation is a potentially effective means for us to comply with the Minimum Bid Price Rule and to avoid, or at least mitigate, the likely adverse consequences of our Class A Ordinary Shares being delisted from Nasdaq by producing the immediate effect of increasing the bid price of our Class A Ordinary Shares.

 

 

 

In the event the Class A Ordinary Shares were no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to be traded on the OTC Bulletin Board or in the “pink sheets.” These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes delisting of the Ordinary Shares would likely have a negative impact on the liquidity and market price of the Class A Ordinary Shares and may increase the spread between the “bid” and “ask” prices quoted by market makers.

 

The Board of Directors has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Class A Ordinary Shares, and (ii) the liquidity and marketability of the Class A Ordinary Shares. This could reduce the ability of holders of the Class A Ordinary Shares to purchase or sell Class A Ordinary Shares as quickly and as inexpensively as they have done historically. Furthermore, if the Class A Ordinary Shares were no longer listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Class A Ordinary Shares, which may cause the market price of the Class A Ordinary Shares to decline.

 

Trading of the Class A Ordinary Shares

 

When the Share Consolidation is implemented, the Class A Ordinary Shares will begin trading on a post-consolidation basis on the effective date to be determined by the Board of Directors and will be announced by press release by the Company (the “Effective Date”). In connection with the Share Consolidation, the CUSIP number of the Class A Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Class A Ordinary Shares) will change.

 

Fractional Shares

 

Where the consolidation of existing Shares held by any one shareholder of the Company will result in a number which is not a whole number, the number of the consolidated Shares to be held by such shareholder following and as a result of the Share Consolidation shall be rounded up to the next whole number (and the Company shall issue such fraction of a consolidated Share as shall be necessary to achieve such whole number).

 

Authorized Shares and Adoption of New M&A

 

The Share Consolidation will affect the authorized shares of the Company under the amended and restated memorandum and articles of association in effect at the time of Effective Date (the “Then Existing M&A”), and the Company will amend the Then Existing M&A and adopt the amended and restated memorandum and articles of association to reflect the Share Consolidation.

 

Street Name Holders of Pre-Consolidation Class A Ordinary Shares

 

The Company intends for the Share Consolidation to treat shareholders holding existing Class A Ordinary Shares in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding existing Class A Ordinary Shares in street name should contact their nominees.

 

Share Certificates

 

Mandatory surrender of certificates by shareholders is not required. The Company’s transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the Effective Date. New certificates will not be mailed to shareholders.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SHARE CONSOLIDATION.

 

 

 

PROPOSAL 6: THE ADJOURNMENT

 

The adjournment proposal, if approved, will request the chairman of the Meeting (who has agreed to act accordingly) to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve the proposals 1 to 5 in this proxy statement.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADJOURNMENT.

 

OTHER MATTERS

 

We know of no other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

 

By Order of the Board of Directors,  
   
Feng Huang  
Chairman of the Board of Directors  
Dated: April 8, 2026  

 

 

 

EXHIBIT A

 

Amended and Restated Memorandum of Association in Proposal No. 2

 

 

 

THE COMPANIES ACT (REVISED)

OF THE CAYMAN ISLANDS

 

AMENDED AND RESTATED

 

MEMORANDUM OF ASSOCIATION

 

OF

 

Li Bang International Corporation Inc.

 

(adopted pursuant to Special Resolutions of the Company passed on [•], 2026)

 

1 NAME

 

The name of the Company is Li Bang International Corporation Inc.

 

2 STATUS

 

The Company is a company limited by shares.

 

3 REGISTERED OFFICE

 

The registered office of the Company is at Harneys Fiduciary (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 authorised share capital of the Company is USD 35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD 0.01 each and 350,000,000 class B ordinary shares of par value of USD 0.01 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.

 

10 FINANCIAL YEAR

 

The financial year end of the Company is 30 June or such other date as the Directors may from time to time decide.

 

 

 

EXHIBIT B

 

Amended and Restated Memorandum of Association in Proposal No. 4

 

 

 

THE COMPANIES ACT (REVISED)

OF THE CAYMAN ISLANDS

 

AMENDED AND RESTATED

 

MEMORANDUM OF ASSOCIATION

 

OF

 

Li Bang International Corporation Inc.

 

(adopted pursuant to Special Resolutions of the Company passed on [•], 2026)

 

1 NAME

 

The name of the Company is Li Bang International Corporation Inc.

 

2 STATUS

 

The Company is a company limited by shares.

 

3 REGISTERED OFFICE

 

The registered office of the Company is at Harneys Fiduciary (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 authorised share capital of the Company is 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.

 

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.

 

10 FINANCIAL YEAR

 

The financial year end of the Company is 30 June or such other date as the Directors may from time to time decide.

 

 

EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

LI BANG INTERNATIONAL CORPORATION INC.

(the “Company”)

P R O X Y

 

I/We ___ of _________, the holder of ________________ Class A ordinary shares and ________________ Class B ordinary shares1 in the Company, hereby appoint the Chairperson of the Extraordinary General Meeting2 or ______________________ of _________________________ as my/our proxy to vote on my/our behalf in respect of all matters and resolutions to be submitted for consideration and approval at the Extraordinary General Meeting of the Company to be held on April 30, 2026, and at any adjournment thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit3.

 

 

 

No.    PROPOSALS   FOR   AGAINST   ABSTAIN  
                   
1.   As an ordinary resolution, to increase the authorized share capital of the Company from: USD31,505,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 500,000 class B ordinary shares of par value of USD0.01 each, to: USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares of par value of USD0.01 each, by increasing the number of authorized class B ordinary shares from 500,000 to 350,000,000 (the “Share Capital Increase”).        
                   
2.   As a special resolution, subject to and with effect immediately following the Share Capital Increase being effected, to adopt the amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit A, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.        
                   
3.   As special resolutions, subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions being complied with, to approve a proposal for a reduction and reorganization of the share capital of the Company from USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares of par value of USD0.01 each, to USD35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.00001 each and 350,000,000 class B ordinary shares of par value of USD0.00001 each (the “Share Capital Reduction and Reorganization”).        
                   
4.   As a special resolution, subject to and with effect immediately following the Share Capital Reduction and Reorganization being effected, to adopt the amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit B, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction and Reorganization.        

 

 

 

5.   As special resolutions, (a) to authorize the board of directors of the Company (the “Board”) to effect a consolidation of the issued and unissued share capital of the Company at the ratio of one (1)-for-two hundred (200), whereby two hundred (200) ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (the “Share Consolidation”), with the exact effective date of the Share Consolidation to be determined by the Board of Directors in its sole discretion within two (2) years after the date of passing of this resolution; (b) to approve the rounding up of any fractional shares resulting from the Share Consolidation to the next whole ordinary share; (c) to adopt the amended and restated memorandum of association of the Company, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation; and (d) to authorize any director or officer of the Company to perform all such acts and execute all such documents, including under seal where applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation and the transactions contemplated thereunder, including determining the exact effective date of the Share Consolidation and instructing the registered office provider of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.        
                   
6.   As an ordinary resolution, to approve to direct the chairman of the general meeting to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the Proposals 1 – 5.        

 

1 Please insert the number of Class A ordinary shares and/or Class B ordinary shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). If no direction is made, this proxy will be voted FOR the proposals described above.

 

2 If any proxy other than the Chairperson of the Extraordinary General Meeting is preferred, strike out the words “the Chairperson of the Extraordinary General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

 

3 IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “FOR”. If you wish to vote against a particular resolution, tick the appropriate box marked “AGAINST”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “ABSTAIN”.

 

Dated _______________, 2026

 

Signature(s)4_______________

 

 

 

 

Signature of Joint Shareholder (if any)4 _______________ IMPORTANT: In order to be valid, your valid voting instructions and this proxy must be received not less than 48 hours before the time fixed for holding the Extraordinary General Meeting or any adjournment thereof, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof.

 

TO VOTE ONLINE: Go to <www.Transhare.com> and click on Vote Your Proxy

Enter Your Control Number:

 

TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com.

 

TO VOTE BY FAX: Please fax this proxy card to 1.727.269.5616.

 

TO VOTE BY MAIL: Please sign, date and mail to:

 

Proxy Team

Transhare Corporation

17755 US Highway 19 N

Suite 140

Clearwater FL 33764

United States of America

 

4 This form of proxy must be signed by you or your attorney duly authorized in writing or, if the appointor is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles.