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 May 2026
Commission
File Number: 001-42501
EPWK
HOLDINGS LTD.
(Translation
of registrant’s name into English)
Building
#2, District A, No. 359 Chengyi Road
The
third phase of Xiamen Software Park
Xiamen
City, Fujian Province
The
People’s Republic of China, 361021
(Address
of principal executive office)
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 ☐
Results
of EPWK Holdings Ltd.’s Extraordinary General Meeting of Shareholders
The
extraordinary general meeting of shareholders (the “EGM”) of the Company was held on May 15, 2026 at 10:00 a.m., Beijing
Time, at Building #2, District A, No. 359 Chengyi Rd., the third phase of Xiamen Software Park, Xiamen City, Fujian Province, the People’s
Republic of China.
At
the EGM, shareholders of the Company duly adopted the following resolutions:
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RESOLVED
AS AN ORDINARY RESOLUTION, the authorised share capital of the Company be increased from US$1,000,000 divided into 225,000,000 Class
A ordinary shares with par value of US$0.004 per share and 25,000,000 Class B ordinary shares with par value of US$0.004 per share
to US$40,000,000 divided into 9,000,000,000 Class A ordinary shares with par value of US$0.004 per share and 1,000,000,000 Class
B ordinary shares with par value of US$0.004 per share (the “Share Capital Increase”). |
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RESOLVED
AS A SPECIAL RESOLUTION, subject to and immediately following the Share Capital Increase being effected, the Company adopt amended
and restated memorandum of association, in the form attached to the proxy notice as Exhibit A, in substitution for, and to
the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase. |
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RESOLVED
AS 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) (the “Companies Act”) relating to share capital reductions being complied
with, that (together, the “Share Capital Reduction and Reorganisation”): |
Share
Capital Reduction
| a. | the
par value of each issued and outstanding Class A ordinary share of par value US$0.004 each
and Class B ordinary shares of par value US$0.004 each in the share capital of the Company
be reduced to US$0.0001 by cancelling US$0.0039 of the paid-up capital on each of the issued
and outstanding Class A ordinary shares of par value US$0.004 each and Class B ordinary shares
of par value US$0.004 each (the “Capital Reduction”); |
| b. | following
the Capital Reduction, the amount deemed to be paid up on each issued and outstanding share
of the Company shall be US$0.0001; |
| c. | the
credit arising from the Capital Reduction be transferred to a distributable reserve account
of the Company which may be utilised 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 Capital Reduction: |
| i. | each
authorised but unissued Class A ordinary shares of par value US$0.004 be subdivided into
40 Class A ordinary shares of par value US$0.0001 each; and |
| ii. | each
authorised but unissued Class B ordinary shares of par value US$0.004 be subdivided into
40 Class B ordinary shares of par value US$0.0001 each (the “Subdivision”); |
Share
Capital Cancellation
| e. | immediately
following the Subdivision, the authorised share capital of the Company be altered by the
cancellation of such number of unissued Class A ordinary shares of par value US$0.0001 and
unissued Class B ordinary shares of par value US$0.0001 that will result in the Company having
authorised share capital of US$1,000,000 divided into 9,000,000,000 Class A ordinary shares
with par value of US$0.0001 per share and 1,000,000,000 Class B ordinary shares with par
value of US$0.0001 per share (the “Cancellation”); and |
Authorised
Share Capital Confirmation
| f. | immediately
following the Capital Reduction, the Subdivision and Cancellation, the authorised share capital
of the Company shall be US$1,000,000 divided into 9,000,000,000 Class A ordinary shares with
par value of US$0.0001 per share and 1,000,000,000 Class B ordinary shares with par value
of US$0.0001 per share. |
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RESOLVED
AS A SPECIAL RESOLUTION, subject to and immediately following the Share Capital Reduction and Reorganisation being effected, the
Company adopt amended and restated memorandum of association, in the form attached to the proxy notice as Exhibit B, in substitution
for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect the Share Capital Reduction
and Reorganisation. |
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RESOLVED
AS AN ORDINARY RESOLUTION, that: |
| (a) | conditional
upon the approval of the board of directors of the Company (the “Board”)
in its sole discretion, with effect as of the date the Board may determine (the “Effective
Date”) and subject to such Effective Date being within two years of the date of
this ordinary resolution: |
| (i) | the
authorised, issued, and outstanding shares of the Company (collectively, the “Shares”)
be consolidated by consolidating each 200 Shares of the Company, or such lesser
whole share amount as the Board of Directors may determine in its sole discretion, such amount
not to be less than 2, into 1 Share of the Company, with such consolidated Shares having
the same rights and being subject to the same restrictions (save as to par value) as the
existing Shares of such class as set out in the Company’s memorandum and articles of
association (the “Share Consolidation”); |
| (ii) | no
fractional Shares be issued in connection with the Share Consolidation and, in the event
that a shareholder would otherwise be entitled to receive a fractional Share upon the Share
Consolidation, the total number of Shares to be received by such shareholder be rounded up
to the next whole Share; and |
| (iii) | any
change to the Company’s authorised share capital in connection with, and as necessary
to effect, the Share Consolidation be and is hereby approved, such amendment to be determined
by the Board in its sole discretion; and |
| (b) | any
one director or officer of the Company be and is hereby authorised, for and on behalf of
the Company, to do all such other acts or things necessary or desirable to implement, carry
out and give effect to the Share Consolidation, if and when deemed advisable by the Board
in its sole discretion. |
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RESOLVED
AS A SPECIAL RESOLUTION, subject to and immediately following the Share Consolidation being effected, the Company adopt amended and
restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association,
with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion
without further approval by the shareholders. |
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RESOLVED
AS AN ORDINARY RESOLUTION, to adjourn the EGM to a later date or dates or sine die, if necessary, to permit further solicitation
and vote of proxies if, at the time of the EGM, there are not sufficient votes for, or otherwise in connection with, the approval
of the foregoing proposals. |
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.
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EPWK
Holdings Ltd. |
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| Date:
May 15, 2026 |
By: |
/s/
Guohua Huang |
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Name:
|
Guohua
Huang |
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Title: |
Chief
Executive Officer, Director, and
Chairman of the Board of Directors |
