UTime Ltd (FXHO) agreed to compensate advisor Li Donghong with 600,000 Class A ordinary shares for strategic advisory and analytical services. Business development service provider Keru Jiang’s compensation changed from cash to 400,000 ordinary shares under a July 1, 2026 supplemental agreement to the April 1, 2026 Business Development Agreement.
On September 17, 2026, UTime entered into grant agreements with both recipients. UTime reported issuing a total of 1,000,000 ordinary shares to them, with the shares to be issued under the company’s 2026 Equity Incentive Plan.
UTime Ltd (FXHO) issued 1,000,000 ordinary shares to advisor Li Donghong and business-development service provider Keru Jiang under its 2026 Equity Incentive Plan. The grants comprised 600,000 shares for Li under a September 8, 2026 advisory agreement and 400,000 shares for Jiang. The amendment submits redacted versions of five agreements and states that no other changes were made to the original report.
UTime Ltd (FXHO) reported entering several service and equity grant arrangements in 2026. On September 8, 2026, the company signed a Special Strategic Advisory Services Agreement with Li Donghong, under which the advisor will provide advisory and analytical services across UTime’s business streams in exchange for 600,000 Class A ordinary shares.
Separately, a Business Development Agreement with Keru Jiang dated April 1, 2026, was amended on July 1, 2026, so that compensation shifted from cash to equity, with 400,000 Class A ordinary shares to be granted. On September 17, 2026, UTime executed grant agreements with both parties and issued a total of 1,000,000 Class A ordinary shares under its 2026 Equity Incentive Plan.
UTime Ltd (FXHO) reports an auditor change, dismissing Assentsure PAC and appointing Li CPA LLC as its independent registered public accounting firm, effective upon execution of an engagement letter. The change followed a careful evaluation and was approved by the company’s audit committee.
UTime states the decision was not due to any disagreements with Assentsure over accounting principles, financial statement disclosure, or audit scope or procedures. Assentsure’s audit reports on the consolidated financial statements for the fiscal years ended March 31, 2026 and 2025 contained no adverse opinion, disclaimer, or qualification. The company notes there were no reportable events in the past two fiscal years and through September 9, 2026, other than material weaknesses in internal control previously reported in its Form 20-F for the year ended March 31, 2026.
UTime Ltd (FXHO) reported that shareholders at an extraordinary general meeting on September 10, 2026 approved several capital-structure and governance proposals. A quorum was reached, with 26,065,779 Class A ordinary shares voting, representing approximately 99.19% of the 26,276,331 Class A ordinary shares issued, outstanding and entitled to vote.
Shareholders approved a Share Increase Proposal, a Share Subdivision Proposal, and the adoption of a Fourth Amended and Restated Memorandum and Articles of Association. They also approved, as an ordinary resolution, a Share Consolidation Proposal authorizing the board to implement one or more share consolidations within a 1:10 to 1:100 range, at its discretion, conditional on the share price trading below US$1.00 for at least five continuous trading days.
UTime Ltd (FXHO) has called an extraordinary general meeting for September 10, 2026 to seek extensive changes to its capital structure and governing documents. Holders of Class A and any Class B ordinary shares of record on August 27, 2026 (26,276,331 Class A shares outstanding, no Class B) may vote.
Proposal 1 would increase authorised share capital from 90,000,000 Class A and 100,000,000 Class B shares to 10,000,000,000 Class A and 1,000,000,000 Class B shares. Proposal 2, conditional on Proposal 1, would subdivide each Class A share into 500,000,000 new Class A shares and each Class B share into 100,000 new Class B shares, dramatically increasing the number of shares authorised while reducing par value.
Proposal 3 would adopt a Fourth Amended and Restated Memorandum and Articles of Association. Proposal 4 would authorise the board, if needed and after certain Nasdaq bid-price conditions, to implement one or more share consolidations (reverse splits) in a ratio between 1:10 and 1:100 to help maintain compliance with Nasdaq’s US$1.00 minimum bid rule. Proposal 5 would allow adjournment of the meeting to solicit additional proxies. The board unanimously recommends voting in favour of all proposals.
UTime Ltd (FXHO) reported governance changes effective August 25, 2026. Hailin Xie resigned as an independent director, chair of the compensation committee, and member of the audit and nominating and corporate governance committees, citing personal reasons and indicating no disagreement with management or the board.
The board appointed Zhenhong Li, age 33, as an independent director to fill these vacancies, including service as chair of the compensation committee and member of the audit and governance committees. Li brings experience in compute infrastructure and Web3 ecosystems and will receive $36,000 annually, paid in equal monthly installments in cash or stock, subject to company policies.
UTime Limited (FXHO) is a Cayman Islands holding company whose operations in China are conducted through a variable interest entity (VIE), United Time Technology Co., Ltd., and its subsidiaries. Investors directly hold shares in the Cayman holding company, not in the PRC operating entities.
The company relies on a complex set of contractual arrangements with the VIE to receive substantially all economic benefits and to control key business activities, but holds no equity in the VIE. Management highlights legal uncertainties in the PRC around the VIE structure, any of which could force deconsolidation of the VIE and significantly impair or render its Class A ordinary shares worthless.
For the year ended March 31, 2026, consolidated net sales were RMB 196,385k (US$28,470k) with a net loss of RMB 27,836k (US$4,035k), a sharp improvement from a much larger loss in the prior year. The business remains highly exposed to PRC regulatory, HFCA Act delisting, foreign exchange, data-security, and cross-border cash-transfer risks, and has disclosed material weaknesses in internal control over financial reporting.
Xie Hailin reported acquisition or exercise transactions in this Form 4 filing.
UTime Ltd director Xie Hailin received an equity award of 180,000 Class A Ordinary Shares on July 22, 2026 under the company’s 2026 Equity Incentive Plan. The award is valued at $12.30 per share and increases Xie’s directly held stake to 200,000 shares.