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: 001-42839
ChowChow
Cloud International Holdings Limited
(Exact
name of registrant as specified in its charter)
Unit
03, 23/F, Aitken Vanson Centre,
No.
61 Hoi Yuen Road, Kwun Tong
Kowloon,
Hong Kong
+852
3461 3788
(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 ☐
Submission
of Matters to a Vote of Security Holders.
On
September 14, 2026, ChowChow Cloud International Holdings Limited (the “Company”) held the Company’s Extraordinary
General Meeting of the Shareholders (the “Meeting”) at 10:00 a.m., Hong Kong time, at 8/F, Kwok Kee Group Centre,
107 How Ming Street, Kwun Tong, Kowloon, Hong Kong. Six items of business were acted upon by the Company’s shareholders at the
Meeting, each of which was approved by the shareholders. The voting results were as follows:
Proposal
No. 1:
It
is resolved, as an ordinary resolution, that
| (a) |
a reverse share split be
carried out in respect of the Company’s authorized, issued and unissued ordinary shares by way of a consolidation at an exchange
ratio of 10:1 (the “Revised RS Ratio”) such that the number of authorized, issued and unissued ordinary shares
is decreased by the Revised RS Ratio and the par value of each authorized issued and outstanding ordinary share is increased by the
Revised RS Ratio with immediate effect (together, the “Reverse Share Split”); and |
| |
|
| (b) |
no fractional shares be
issued in connection with the Reverse Share Split and in respect of any fractional entitlements to the issued consolidated shares
arising from the Reverse Share Split, if so determined by the Directors in their sole discretion, the Directors be and are hereby
authorized to settle as they consider expedient any difficulty which arises in relation to the Reverse Share Split, including but
without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the
credit of any reserve or fund of the Company (including its share premium account and profit and loss account, to the extent as permitted
by the applicable laws) whether or not the same is available for distribution and applying such sum in paying up unissued ordinary
shares to be issued to shareholders of the Company to round up any fractions of ordinary shares issued to or registered in the name
of such shareholders of the Company following or as a result of the Reverse Share Split. |
| For | |
Against | |
Abstain |
| 24,547,673 | |
75,550 | |
1,395 |
Proposal
No. 2:
It
is resolved, as an ordinary resolution, subject to and conditional upon the Reverse Share Split, that the Company create two classes
of ordinary shares, being Class A ordinary shares with one (1) vote per share (the “Class A Ordinary Shares”) and
Class B ordinary shares with ten (10) votes per share (the “Class B Ordinary Shares”), with effect from the date of
the Meeting (the “Class A and Class B Creation”).
| For | |
Against | |
Abstain |
| 24,496,499 | |
128,003 | |
116 |
Proposal
No. 3:
It
is resolved, as an ordinary resolution with immediate effect, subject to and conditional upon the Reverse Share Split and the approval
of the Class A and Class B Creation, that the authorized and issued share capital of the Company be redesignated as follows (the “Redesignation”):
| (a) |
the 2,445,625 issued ordinary
shares of par value US$0.001 each held by Rainbow Sun Enterprises Limited be redesignated into 2,445,625 Class B Ordinary Shares
of par value US$0.001 each, having the rights and subject to the restrictions set out in the Amended MAA (as defined below); |
| |
|
| (b) |
the 1,103,375 issued ordinary
shares of par value US$0.001 each held by such other shareholders of the Company be redesignated into 1,103,375 Class A Ordinary
Shares of par value US$0.001 each, having the rights and subject to the restrictions set out in the Amended MAA; |
| |
|
| (c) |
the 43,896,625 authorized
but unissued ordinary shares of par value US$0.001 each be redesignated into 43,896,625 Class A Ordinary Shares of par value US$0.001
each, having the rights and subject to the restrictions set out in the Amended MAA; |
| |
|
| (d) |
the 2,554,375 authorized
but unissued ordinary shares of par value US$0.001 each be redesignated into 2,554,375 Class B Ordinary Shares of par value US$0.001
each, having the rights and subject to the restrictions set out in the Amended MAA; and |
| |
|
| (e) |
in
light of the above, following the Redesignation, the authorized share capital of the Company be amended with immediate effect: |
FROM: US$50,000 divided into 50,000,000 ordinary shares of par value of US$0.001 each,
TO:
US$50,000 divided into 50,000,000 ordinary shares of par value US$0.001 each, comprising (a) 45,000,000 Class A Ordinary Shares of par
value US$0.001 each, and (b) 5,000,000 Class B Ordinary Shares of par value US$0.001 each.
| For | |
Against | |
Abstain |
| 24,496,452 | |
128,048 | |
118 |
Proposal
No. 4:
It
is resolved, as an ordinary resolution with immediate effect, subject to and conditional upon the Reverse Share Split, the Class A and
Class B Creation and the Redesignation, that the authorized share capital of the Company be increased from US$50,000 divided into 50,000,000
ordinary shares of par value US$0.001 each, comprising 45,000,000 Class A Ordinary Shares of par value US$0.001 each and 5,000,000 Class
B Ordinary Shares of par value US$0.001 each, to US$100,000,000,000 divided into 90,000,000,000,000 Class A Ordinary Shares of par value
US$0.001 each and 10,000,000,000,000 Class B Ordinary Shares of par value US$0.001 each (the “Increase in Share Capital”).
| For | |
Against | |
Abstain |
| 24,531,064 | |
93,438 | |
116 |
Proposal
No. 5:
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 to the proxy statement, in substitution for, and to the exclusion
of, the amended and restated memorandum and articles of association of the Company as adopted on October 18, 2024, to amongst others,
reflect the Reverse Share Split (if applicable), the Class A and Class B Creation (if applicable), the Redesignation (if applicable),
the Increase in Share Capital (if applicable), the lower threshold for ordinary resolutions in writing to be signed by one or more shareholders
holding not less than a simple majority 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 shareholders), and certain clean-up changes.
| For | |
Against | |
Abstain |
| 24,495,913 | |
128,498 | |
207 |
Proposal
No. 6:
It
is resolved, as an ordinary resolution, that the board of directors of the Company (the “Board”) be and is hereby
authorized to do all other acts and things as the Board 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.
| For | |
Against | |
Abstain |
| 24,541,633 | |
80,115 | |
2,870 |
SIGNATURE
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
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ChowChow Cloud International Holdings
Limited |
| |
|
|
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By: |
/s/ Yee Kar
Wing |
| |
Name: |
Yee Kar Wing |
| |
Title: |
Chief Executive Officer |
