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Eason Technology (NYSE: DXF) holders approve capital reduction and share changes

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Form Type
6-K

Rhea-AI Filing Summary

Eason Technology Limited reported the results of its 2026 annual general meeting, where shareholders re-elected or elected all nominated directors and approved several share capital changes. Holders of 163,345,295,776 Class A shares and 512,232,237 Class B shares were represented, providing a quorum, with Class A carrying one vote and Class B fifty votes each.

Shareholders approved reducing the par value of each authorized and issued share from US$0.00005 to US$0.0000005, with the resulting credit moved to a distributable reserve that may be used, among other things, to eliminate accumulated losses. They also approved subdividing each authorized but unissued share into 100 shares at the new par value and changing authorized capital to US$400,000, divided into 780,000,000,000 Class A and 20,000,000,000 Class B shares at the new par value, of which 174,077,555,803 Class A and 512,232,237 Class B shares are issued and fully paid.

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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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2026

 

Commission file number: 001-34958

 

EASON TECHNOLOGY LIMITED

 

Room 612, 6/F, KaiYue Comm Building, No. 2C,

Argyle Street, Mongkok Kowloon, Hong Kong,

People’s Republic of China

(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.

 

The Company held its 2026 annual general meeting at 10:00 a.m., Eastern Time, on March 18, 2026 at the Company’s office at 27th Floor, Lianfa International Building, 128 Xudong Road, Wuchang District, Wuhan City, Hubei Province, People’s Republic of China. Holders of a total of 163,345,295,776 class A ordinary shares, par value $0.00005 each (the “Class A Ordinary Shares”) and 512,232,237 class B ordinary shares, par value $0.00005 each (the “Class B Ordinary Shares”), out of a total of 174,077,555,803 Class A Ordinary Shares and 512,232,237 Class B Ordinary Shares issued and outstanding and entitled to vote as of the record date of January 30, 2026 were present at the Meeting, and a quorum for the transaction of business was present. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to fifty votes.

 

1.

Re-election of directors

 

The following individuals were re-elected or elected as directors to serve on the Board of Directors of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

Director’s Name

 

For

 

 

Against

 

 

Abstain

 

Longwen (Stanley) He

 

 

188,200,427,626

 

 

 

723,300,000

 

 

 

33,180,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stephen Liao

 

 

188,200,427,626

 

 

 

723,300,000

 

 

 

33,180,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jun Hu

 

 

188,200,427,626

 

 

 

723,300,000

 

 

 

33,180,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hao Xu

 

 

188,135,147,626

 

 

 

788,580,000

 

 

 

33,180,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Siyuan Xu

 

 

188,200,427,626

 

 

 

723,300,000

 

 

 

33,180,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Halen Fu

 

 

188,195,747,626

 

 

 

727,980,000

 

 

 

33,180,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Haitao He

 

 

188,200,427,626

 

 

 

723,300,000

 

 

 

33,180,000

 

 

2.

That conditional upon the registration by the Registrar of Companies of the Cayman Islands of the solvency statement and minute containing the particulars required under the Companies Act (As Revised) of the Cayman Islands with respect to the Capital Reduction (as defined below):

 

 

a)

the par value of each authorized and issued share in the capital of the Company be reduced from US$0.00005 per share to US$0.0000005 per share such that the issued share capital be reduced by cancelling the paid-up capital of the Company to the extent of US$0.0000495 on each of the then issued shares of the Company (the “Capital Reduction”);

 

 

 

 

b)

the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by Company as the board of directors of the Company may deem fit and permitted under the Companies Act (As Revised) of the Cayman Islands, the Memorandum and Articles of Association of the Company and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

 

 

 

 

c)

immediately following the Capital Reduction, each of the authorized but unissued shares in the capital of the Company be sub-divided into 100 shares of a par value of US$0.0000005 each (the “Share Sub-Division”);

 

 

 

 

d)

immediately following the Capital Reduction and the Share Sub-Division, the authorized share capital of the Company shall be changed,

 

 

 

 

 

FROM: US$40,000,000 divided into (i) 780,000,000,000 Class A Ordinary Shares of a par value of US$0.00005 each, and (ii) 20,000,000,000 Class B Ordinary Shares of a par value of US$0.00005 each,

 

 

 

 

 

TO: US$400,000 divided into (i) 780,000,000,000 Class A Ordinary Shares of a par value of US$0.0000005 each (the "New Class A Ordinary Shares"), and (ii) 20,000,000,000 Class B Ordinary Shares of a par value of US$0.0000005 each (the "New Class B Ordinary Shares") by cancelling the excess authorized but unissued shares in the authorized share capital of the Company, and of which 174,077,555,803 New Class A Ordinary Shares and 512,232,237 New Class B Ordinary Shares are issued and are fully paid up and the remainder are unissued; and

 

 

 

 

e)

each of the New Class A Ordinary Shares and the New Class B Ordinary Shares arising from the Capital Reduction shall rank pari passu in all respects with each other respectively and shall have the rights and privileges and be subject to the restrictions as contained in the Memorandum and Articles of Association of the Company.

 

 
2

 

 

 

The shareholders approved the proposal.

 

For

 

Against

 

Abstain

187,995,767,626

 

955,020,000

 

6,120,000

 

3.

Subject to the Capital Reduction and Share Sub-Division taking effect, to approve and adopt the Fifth Amended and Restated Memorandum and Articles of Association of the Company, a form of which is attached hereto Exhibit 3.1 in substitution for the existing Fourth Amended and Restated Memorandum and Articles of Association of the Company, to reflect the Capital Reduction and the Share Sub-Division;

 

The shareholders approved the proposal.

 

For

 

Against

 

Abstain

188,025,827,626

 

897,960,000

 

33,120,000

 

4.

To approve the 2026 Equity Incentive Plan.

 

The shareholders approved the proposal.

 

For

Against

Abstain

188,061,167,626

868,620,000

27,120,000

   

Exhibit Index

 

Exhibit No.

 

Description

3.1

 

Form of the Fifth Amended and Restated Memorandum and Articles of Association of the Company

 

 
3

 

 

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.

 

 

Eason Technology Limited

 

 

 

 

 

Date: March 18, 2026

By:

/s/ Longwen (Stanley) He

 

 

Name:

Longwen (Stanley) He

 

 

Title:

Chief Executive Officer

 

 

 
4

 

FAQ

What did Eason Technology (DXF) report in its March 2026 Form 6-K?

Eason Technology reported results of its 2026 annual general meeting. Shareholders re-elected all nominated directors and approved a capital reduction, share subdivision, and updated authorized share capital, reflected in a new amended and restated Memorandum and Articles of Association.

How did Eason Technology (DXF) shareholders vote on director elections?

Shareholders approved the election or re-election of all listed directors. Each director, including Longwen (Stanley) He and others, received about 188.2 billion votes in favor, with much smaller numbers against or abstaining, indicating strong support for the existing board composition.

What capital reduction did Eason Technology (DXF) shareholders approve?

Shareholders approved reducing par value of each authorized and issued share from US$0.00005 to US$0.0000005. The resulting capital credit will be transferred to a distributable reserve that may be used under Cayman Islands law, including offsetting any accumulated company losses.

How did the authorized share capital of Eason Technology (DXF) change?

Authorized share capital changed from US$40,000,000 to US$400,000. It is now divided into 780,000,000,000 Class A and 20,000,000,000 Class B shares, each with par value US$0.0000005, with 174,077,555,803 Class A and 512,232,237 Class B shares issued and fully paid.

What share subdivision did Eason Technology (DXF) shareholders approve?

Immediately after the capital reduction, each authorized but unissued share will be subdivided into 100 shares with par value US$0.0000005. This increases the number of authorized units at the lower par value while keeping the overall authorized share structure aligned with the revised capital.

Will the new Eason Technology (DXF) shares have the same rights as before?

The new Class A and Class B shares arising from the capital reduction will rank pari passu within each class. They will carry the same rights, privileges, and restrictions as set out in the company’s Fifth Amended and Restated Memorandum and Articles of Association approved by shareholders.

What quorum and voting structure did Eason Technology (DXF) use at the 2026 AGM?

The meeting had a quorum with holders of 163,345,295,776 Class A shares and all 512,232,237 Class B shares present. Each Class A share had one vote, while each Class B share carried fifty votes, creating a dual-class voting structure for the resolutions.

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