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 June 2026
Commission
File Number: 001-42835
| HANG
FENG TECHNOLOGY INNOVATION CO., LTD. |
| (Exact
name of registrant as specified in its charter) |
Unit
2806, 28/F, Tower One, Lippo Centre
No.
89 Queensway, Hong Kong
(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 ☐
Submission
of Matters to a Vote of Security Holders.
Hang
Feng Technology Innovation Co., Ltd. (the “Company”) held an extraordinary meeting of shareholders (“EGM”)
at 10:00 a.m. ET on June 12, 2026 as a virtual meeting conducted exclusively online at https://us06web.zoom.us/j/89526912332. Shareholders
of the Company’s ordinary shares voted by proxy or at the meeting. There were shareholders of 54.68% out of a total votes of 7,571,078
ordinary shares (representing 7,571,078 votes) and therefore constituting a quorum of more than one third of the shares outstanding
and entitled to vote at the meeting as of the record date of May 1, 2026. Each ordinary share is entitled to one (1) vote. The final
voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| 1. |
As
a special resolution, to approve that the Company re-designate and re-classify its authorised share capital as follows (the “Share
Capital Reclassification”): |
| (a) | each
ordinary share of par value USD0.0001 in issue immediately following the Share Capital Increase,
which is expected to be 7,571,078 ordinary shares of par value US$0.0001, be re-designated
and re-classified into one Class A ordinary share of par value USD0.0001 each; |
| (b) | 50,000,000
of the authorised but unissued ordinary shares of par value USD0.0001 each be re-designated
and re-classified into one Class B ordinary share of par value USD0.0001 each, and; |
| (c) | each
of the remaining authorised but unissued ordinary shares of par value USD0.0001 each, which
is expected to be 442,428,922 ordinary shares of par value USD0.0001, each be re-designated
and re-classified into one Class A ordinary share of par value USD0.0001 each. |
such
that the Company’s authorised share capital be re-designated and re-classified from US$50,000 divided into 500,000,000 ordinary
shares of par value US$0.0001 each to US$50,000 divided into 450,000,000 Class A ordinary shares of par value US$0.0001 each and 50,000,000
Class B ordinary shares of par value US$0.0001 each.
| For |
|
Against |
|
Abstain |
| 4,137,715 |
|
2,853 |
|
0 |
| |
Accordingly,
the Share Capital Reclassification proposal has been approved. |
| |
|
| 2. |
As
a special resolution, to approve that subject to and immediately following the Share Capital Reclassification being effected and
confirmations from each director of the Company that they are satisfied that the Company will be able to pay its debts as and when
they fall due in the ordinary course of business immediately following the Class A Share Repurchase: |
| (a) | the
Company repurchase 4,000,000 Class A Ordinary Shares from Hang Feng International Holdings
Co., Limited at par value, with the total purchase price being US$400 (the “Class
A Share Repurchase”); |
| (b) | upon
receipt of an application from Hang Feng International Holdings Co., Limited for the issuance
of 4,000,000 corresponding Class B Ordinary Shares at par value, with the total subscription
price being US$400 (the “Class B Share Application”), and subject to the
Share Capital Reclassification being effected, the Company issue such number of Class B Ordinary
Shares in accordance with the terms of the Class B Share Application and, when allotted,
issued and paid for in accordance with the terms of the Class B Share Application, will be
validly issued, fully paid and non-assessable; |
| (c) | the
Class B Ordinary Shares be issued in uncertificated form; |
| (d) | for
the avoidance of doubt, the aggregate consideration payable for the Class A Share Repurchase
shall be paid for out of the proceeds of the fresh issuance of the Class B Ordinary Shares
as set out in the Class B Share Application; |
| (e) | all
Class A Ordinary Shares repurchased pursuant to the Class A Share Repurchase be immediately
cancelled upon purchase and thereafter be available for reissue; and |
| (f) | the
maintainer of the Company’s register of members is instructed to update the register
of members to reflect the issuance of the Class B Ordinary Shares and the Class A Share Repurchase. |
| For |
|
Against |
|
Abstain |
| 4,137,715 |
|
2,753 |
|
100 |
Accordingly,
the Share Repurchase has been approved.
| 3. |
As
an ordinary resolution, to approve that subject to and immediately following the Share Capital Reclassification being effected, the
authorized share capital of the Company be increased from US$50,000 divided into 450,000,000 Class A ordinary shares with par value
of US$0.0001 per share and 50,000,000 Class B ordinary shares with par value of US$0.0001 per share to USD1,000,000 divided into
(i) 9,000,000,000 Class A ordinary shares of par value USD0.0001 each; and (ii) 1,000,000,000 Class B ordinary shares of par value
USD0.0001 each, by the creation of an additional 8,550,000,000 Class A ordinary shares of par value USD0.0001 each to rank pari passu
in all respects with the Class A Ordinary Shares, and additional 950,000,000 Class B ordinary shares of par value USD0.0001 each
to rank pari passu in all respects with the Class B Ordinary Shares (the “Share Capital Increase”). |
| For |
|
Against |
|
Abstain |
| 4,137,723 |
|
2,745 |
|
100 |
Accordingly,
the Share Capital Increase Proposal has been approved.
| 4. |
As
a special resolution, to approve that subject to and immediately following the Share Capital Reclassification and the Share Capital
Increase being effected, the Company adopt amended and restated memorandum and articles of association, in the form attached hereto
as Appendix A, in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association,
to reflect the Share Capital Reclassification, the terms of the Class A ordinary shares and Class B ordinary shares, and the Share
Capital Increase (the “A&R M&A (Share Capital Reclassification and Share Capital Increase)”). |
| For |
|
Against |
|
Abstain |
| 4,137,715 |
|
2,745 |
|
108 |
Accordingly,
the A&R M&A (Share Capital Reclassification and Share Capital Increase Proposal has been approved.
| 5. |
As
a special resolution, subject to the Share Capital Reclassification and 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 USD0.0001 each
and Class B ordinary shares of par value USD0.0001 each in the share capital of the Company
be reduced to USD0.000001 by cancelling USD0.000099 of the paid-up capital on each of the
issued and outstanding Class A ordinary shares of par value USD0.0001 each and Class B ordinary
shares of par value USD0.0001 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 USD0.000001; |
| (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 USD0.0001 be subdivided into
100 Class A ordinary shares of par value USD0.000001 each; and |
| (ii) | each
authorised but unissued Class B ordinary shares of par value USD0.0001 be subdivided into
100 Class B ordinary shares of par value USD0.000001 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 USD0.000001
and unissued Class B ordinary shares of par value USD0.000001 that will result in the Company
having authorised share capital of USD10,000 divided into 9,000,000,000 Class A ordinary
shares with par value of USD0.000001 per share and 1,000,000,000 Class B ordinary shares
with par value of USD0.000001 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 USD10,000 divided into 9,000,000,000 Class A ordinary shares with
par value of USD0.000001 per share and 1,000,000,000 Class B ordinary shares with par value
of USD0.000001 per share. |
| For |
|
Against |
|
Abstain |
| 4,137,506 |
|
3,054 |
|
8 |
Accordingly,
the Share Capital Reduction and Reorganization Proposal has been approved.
| 6. |
As
a special resolution, to approve that subject to and immediately following the Share Capital Reduction and Reorganisation being effected,
the Company adopt amended and restated memorandum and articles of association, in the form attached hereto as Appendix B, in substitution
for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share Capital Reduction
and Reorganisation (the “A&R M&A (Share Capital Reduction and Reorganisation)”). |
| For |
|
Against |
|
Abstain |
| 4,137,715 |
|
2,845 |
|
8 |
Accordingly,
the A&R M&A (Share Capital Reduction and Reorganization) Proposal has been approved.
| 7. |
As
an ordinary resolution to approve 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”): |
| (i) | all
of the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at
any one time or multiple times during a period of up to two (2) years of the date of this ordinary resolution, at the exact consolidation
ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio
for all such share consolidation(s) (together, the “Share Consolidations”, and each a “Share Consolidation”)
shall not be less than 2:1 nor greater than 200:1, 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; |
| (ii) | no
fractional Shares be issued in connection with the Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled
to receive a fractional Share upon a 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(s) 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(s), if and when deemed advisable by the Board
in its sole discretion. |
| For |
|
Against |
|
Abstain |
| 4,139,712 |
|
848 |
|
8 |
Accordingly,
the Share Consolidation Proposal has been approved.
| 8. |
As
a special resolution, to approve that subject to and immediately following a Share Consolidation being effected, the Company adopt
amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s existing
memorandum and articles of association, with the only amendments being made to reflect the relevant Share Consolidation upon its
effectiveness and as the directors may approve in their absolute discretion without further approval by the shareholders (the “A&R
M&A (Share Consolidation)”). |
| For |
|
Against |
|
Abstain |
| 4,139,934 |
|
626 |
|
8 |
Accordingly,
the A&R M&A (Share Consolidation) Proposal has been approved.
| 9. |
As
an ordinary resolution, to adjourn the 2026 Extraordinary Meeting to a later date or dates or sine die, if necessary or desirable,
in the opinion of the directors, to permit further solicitation and vote of proxies if, at the time of the 2026 Extraordinary Meeting,
there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. |
| For |
|
Against |
|
Abstain |
| 4,137,606 |
|
2,954 |
|
8 |
Accordingly,
the Adjournment Proposal has been approved.
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.
| |
Hang
Feng Technology Innovation Co., Ltd. |
| |
|
|
| Date:
June 12, 2026 |
By: |
/s/
Zhiheng Xu |
| |
Name: |
Zhiheng
Xu |
| |
Title: |
Chief
Executive Officer |
