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Elong Power shareholders back 2.5T-share authorization and board slate

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Elong Power Holding Limited (ELPW) reported that shareholders approved all six proposals at an extraordinary general meeting. Shares representing 305,805,877 voting power, accounting for 87.34% of total voting power as of October 6, 2025, were present in person or by proxy, so the meeting was well attended and fully able to act.

Shareholders re-appointed five directors and approved Enrome LLP as independent auditor for the fiscal year ending December 31, 2025. They also approved a very large increase in authorized share capital from 5,000,000,000 to 2,500,000,000,000 ordinary shares (including 2,000,000,000,000 Class A and 500,000,000,000 Class B shares) and authorized the board to carry out one or more share consolidations within a 2-for-1 to 500-for-1 range, with fractional shares rounded up. A new third amended and restated memorandum and articles of association reflecting the share capital increase and potential consolidations was approved.

Positive

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Insights

Elong Power gained shareholder approval for a massive share capital increase and flexible reverse-split authority.

The meeting confirmed strong shareholder engagement, with 87.34% of total voting power present and all proposals passing by wide margins. Governance continuity is maintained through the re-appointment of five directors and the appointment of Enrome LLP as auditor for the fiscal year ending on December 31, 2025.

The most significant change is structural: authorized share capital rises from 5,000,000,000 ordinary shares to 2,500,000,000,000 ordinary shares, including 2,000,000,000,000 Class A shares and 500,000,000,000 Class B shares. This creates substantial flexibility for future equity-related actions, though the excerpt does not specify how or when these might be used.

Shareholders also authorized the board to implement one or more share consolidations (reverse splits) for both Class A and Class B shares within a 2-for-1 to 500-for-1 aggregate range, with no fractional shares and rounding up to whole shares. A third amended and restated memorandum and articles of association was approved to reflect these changes, which will take effect from the effective date of the share capital increase and the share consolidations.

 

 

 

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 November 2025

 

Commission File Number: 001-42416

 

Elong Power Holding Limited

(Translation of registrant’s name into English)

 

3 Yan Jing Li Zhong Jie

Block B, Room 2110, Beijing

People’s Republic of China, 341000

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Results of Extraordinary General Meeting of Shareholders

 

At the annual general meeting of shareholders (the “Meeting”) of Elong Power Holding Limited (the “Company”) convened at November 24, 2025, at 10:00 A.M., Beijing Time (November 23, 2025, at 9:00 P.M., Eastern Time), at 3 Yan Jing Li Zhong Jie, Jiatai International Plaza, Block B, Room 2110, Beijing, China 100025, the shareholders of the Company adopted resolutions approving all of the six proposals considered at the Meeting. A total of 16,934,027 Class A Ordinary Shares, par value $0.00001 per share of the Company, each of which is entitled to one vote per share, and 5,777,437 Class B Ordinary Shares, par value $0.00001 per share of the Company, each of which is entitled to fifty votes per share, collectively representing 305,805,877 voting power, accounting for 87.34% of the total voting power exercisable as of October 6, 2025, the record date, were present in person or by proxy at the Meeting. All matters voted on at the meeting were approved. The results of the votes, in voting power, were as follows:

 

 

 

 

1. Proposal One – Re-appointment of Directors

 

Resolution(s)  For   Against   Withheld/Abstain 
Proposal One: By an ordinary resolution, re-appoint five directors, Xiaodan Liu, Zhaohui Yang, Tung Kok Keow, Kebo Qin, and Weijun Wang, to serve on the Company’s board of directors until the next annual general meeting of shareholders or until their office is otherwise vacated or they are removed in accordance with the Company’s then effective memorandum and articles of association.               
● Xiaodan Liu   298,053,640    6,628,351    881 
Zhaohui Yang   298,058,104    6,623,886    881 
● Tung Kok Keow   298,025,464    6,656,526    881 
● Kebo Qin   298,053,795    6,628,196    881 
Weijun Wang   298,057,537    6,624,424    911 

 

2. Proposal Two – Appointment of HTL

 

Resolution(s)  For   Against   Withheld/Abstain 
Proposal Two: By an ordinary resolution, approve the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2025   298,058,139    6,623,982    751 

 

3. Proposal Three – Approval of the Share Capital Increase

 

Resolution(s)  For   Against   Withheld/Abstain 
Proposal Three: By an ordinary resolution, approve an increase of the Company’s authorized share capital from US$50,000 divided into 5,000,000,000 ordinary shares of a par value of US$0.00001 each, comprising 4,000,000,000 class A ordinary shares of a par value of US$0.00001 each and 1,000,000,000 class B ordinary shares of a par value of US$0.00001 each, to US$25,000,000 divided into 2,500,000,000,000 ordinary shares of a par value of US$0.00001 each, comprising 2,000,000,000,000 class A ordinary shares of a par value of US$0.00001 each (the “Class A Ordinary Shares”) and 500,000,000,000 class B ordinary shares of a par value of US$0.00001 each (the “Class B Ordinary Shares”), by the creation of additional 1,996,000,000,000 Class A Ordinary Shares and 499,000,000,000 Class B Ordinary Shares..   299,162,353    6,640,503    3021 

 

 

 

 

4.Proposal Four – Approval of Share Consolidation

 

Resolution(s)  For   Against   Withheld/Abstain 
Proposal four: By an ordinary resolution, to (A) approve one or more share consolidations of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares at a ratio of not less than two (2)-for-one (1) and not more than five-hundred (500)-for-one (1) aggregately (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the Board in its sole discretion within two years after the date of passing of these resolutions (each a “Share Consolidation” and collectively, the “Share Consolidations”) provided that the aggregate ratio shall not exceed five-hundred (500)-for-one (1) and that no fractional share shall arise from the Share Consolidations, and (B) authorize the Company to round up any fractional shares resulting from the Share Consolidations to the nearest whole Class A Ordinary Share or and Class B Ordinary Share, and to authorize the Board to do all other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the Share Consolidations, including determining the Range and the exact date of the Share Consolidations and instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidations.   298,041,264    6,639,264    2,344 

 

5. Proposal Five – the Adoption of the Third Amended and Restated Memorandum and Articles of Association

 

Resolution(s)  For   Against   Withheld/Abstain 
Proposal Five: By a special resolution, subject to approval of Proposal Three and Proposal Four, approve the second amended and restated memorandum and articles of association of the Company currently in effect to be amended and restated by their deletion in their entirety and the substitution in their place with the third amended and restated memorandum and articles of association to reflect the Share Capital Increase and the Share Consolidations, with effect from the effective date of the Share Capital Increase and the Share Consolidations   298,043,197    6,638,654    1,021 

 

6.Proposal Six – Adjourn of the General Meeting

 

Resolution(s)  For   Against   Withheld/Abstain 
Proposal Six: By an ordinary resolution, adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals One to Five.”   298,046,477    6,649,886    232 

 

 

 

 

The Company’s Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 6-K.

 

EXHIBIT INDEX

 

Exhibit No.   Description
3.1   Third Amended and Restated Memorandum and Articles of Association

 

 

 

 

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.

 

  Elong Power Holding Limited
   
  By: /s/ Xiaodan Liu
  Name: Xiaodan Liu
  Title: Chief Executive Officer

 

Date: November 25, 2025

 

 

FAQ

What did Elong Power Holding Limited (ELPW) shareholders approve at the November 2025 meeting?

Shareholders of Elong Power Holding Limited (ELPW) approved all six proposals, including re-appointing five directors, appointing Enrome LLP as auditor for the fiscal year ending December 31, 2025, a major increase in authorized share capital, authority for future share consolidations within a set range, and adoption of a third amended and restated memorandum and articles of association to reflect these changes.

How much voting power was represented at Elong Power (ELPW)'s extraordinary general meeting?

At the meeting, holders of 16,934,027 Class A Ordinary Shares (one vote per share) and 5,777,437 Class B Ordinary Shares (fifty votes per share) were present in person or by proxy, collectively representing 305,805,877 voting power, which accounted for 87.34% of total voting power exercisable as of October 6, 2025.

How did Elong Power (ELPW) change its authorized share capital?

Shareholders approved increasing authorized share capital from US$50,000 divided into 5,000,000,000 ordinary shares of US$0.00001 par value each (4,000,000,000 Class A and 1,000,000,000 Class B) to US$25,000,000 divided into 2,500,000,000,000 ordinary shares of the same par value, comprising 2,000,000,000,000 Class A and 500,000,000,000 Class B shares.

What share consolidation authority did Elong Power (ELPW) shareholders grant the board?

Shareholders approved one or more share consolidations (reverse splits) of issued and unissued Class A and Class B Ordinary Shares at a ratio of not less than 2-for-1 and not more than 500-for-1 aggregately, with the exact whole-number ratio and date to be determined by the board within two years. No fractional shares will arise, and any fractional amount will be rounded up to the nearest whole share.

What corporate documents did Elong Power (ELPW) update as part of these approvals?

Shareholders approved, by special resolution, replacing the company’s existing second amended and restated memorandum and articles of association with a third amended and restated memorandum and articles of association. This document, filed as Exhibit 3.1, reflects the approved share capital increase and the potential share consolidations and will take effect from the effective date of those actions.

Who is Elong Power (ELPW)'s auditor for the fiscal year ending December 31, 2025?

Shareholders approved the appointment of Enrome LLP as Elong Power Holding Limited’s independent registered public accounting firm for the fiscal year ending on December 31, 2025, with 298,058,139 votes in favor, 6,623,982 against, and 751 withheld or abstaining in terms of voting power.

Elong Power Holding Limited

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