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 August 2026
Commission
file number 001-40306
UTIME
LIMITED
7th
Floor Building 5A
Shenzhen
Software Industry Base
Nanshan,
Shenzhen
People’s
Republic of China
(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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Resignation
of Director
Effective
August 25, 2026, UTime Limited, a Cayman Islands exempted company with limited liability (the “Company”), received the resignation
of Mr. Hailin Xie from his positions as an independent director of the Board of Directors (the “Board”), the chair of the
compensation committee (the “Compensation Committee”), and member of the audit committee (the “Audit Committee”)
and nominating and corporate governance committee (the “Governance Committee”). Mr. Xie indicated that his resignation was
due to personal reasons and was not the result of any disagreement with management of the Company or the Board.
Appointment
of Director
On
August 25, 2026, the Board approved the appointment of Mr. Zhenhong Li as an independent director of the Board, the chair of the Compensation
Committee, and member of the Audit Committee and the Governance Committee, to fill in the vacancies resulting from Mr. Xie’s resignation.
Mr.
Li, 33, is a UK-educated professional with cross-sector experience in compute infrastructure and Web3 ecosystems, advising on project
incubation, business development, and fundraising. Since January 2025, Mr. Li has served as an Overseas Business Lead at AIOZ Network,
an AI-infrastructure firm, where he has both built out a decentralized GPU compute network for AI training, inference, and Web3 node
hosting, and led overseas business development and institutional partnerships across Singapore, Hong Kong, Middle East/North Africa and
Southeast Asia. From January 2020 to October 2024, Mr. Li worked in Ecosystem Growth for Hangzhou Lunsha Technology Co., Ltd. He earned
a bachelor’s degree in information management and systems from Sun Yat-sen University in 2016, and a master’s degree in finance,
technology and policy from the University of Edinburgh in 2017.
Mr.
Li does not have a family relationship with any director or executive officer of the Company. Pursuant to a director offer letter dated
August 25, 2026 (the “Director Offer Letter”), which governs the terms of his service, Mr. Li will receive $36,000 annually
for his service on the Board, with such compensation to be paid in equal monthly installments of either cash or stock. The form
of director offer letter is qualified in its entirety by reference to the complete text of the Director Offer Letter, which is
furnished hereto as Exhibit 99.1 to this Form 6-K and such document is incorporated herein by reference.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 99.1 |
|
Director Offer Letter, dated August 25, 2026, between UTime Limited and Zhenghong Li |
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.
| |
UTIME LIMITED |
| |
|
| Dated:
August 27, 2026 |
By: |
/s/
Hengcong Qiu |
| |
Name: |
Hengcong
Qiu |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
Exhibit
99.1
UTime
Limited
Director
Offer Letter
August
25, 2026
Mr.
Zhenhong Li:
UTime
Limited (the “Company”) is pleased to inform you that, upon the recommendation of the Nominating and Corporate Governance
Committee and approval by the Board of Directors of the Company on August 25, 2026, you are hereby appointed as an independent director
of the Company, effective August 25, 2026.
Your
appointment is to fill the vacancies resulting from the resignation of Mr. Hailin Xie. Your positions shall include the following:
1.
Member of the Board of Directors;
2.
Chair of the Compensation Committee;
3.
Member of the Audit Committee; and
4.
Member of the Nominating and Corporate Governance Committee.
The
Board has determined that you satisfy the independence requirements set forth in Nasdaq Rule 5605.
During
your term of service, you shall comply with all applicable laws and regulations, stock exchange rules, the Company’s amended and
restated memorandum and articles of association, corporate governance policies, and any other policies and procedures adopted by the
Board from time to time. You are expected to perform your duties as a director diligently, prudently, and in the best interests of the
Company and its shareholders.
As
approved by the Board, your compensation for serving in the above positions shall be USD $3,000 per month, payable in cash or its equivalent
value in the Company’s stock, subject to the Company’s applicable compensation policies, internal procedures, and applicable
legal and regulatory requirements.
Please
confirm your acceptance of the appointment by signing below.
Sincerely,
UTime
Limited
| By: | /s/ Hengcong
Qiu |
|
| Name: | Hengcong Qiu |
|
| Title: | Chief Executive
Officer |
|
| Date: | August 25, 2026 |
|
Acknowledged
and Accepted:
I,
Zhenhong Li, hereby accept the appointment as an independent director of UTime Limited, Chair of the Compensation Committee, member of
the Audit Committee, and member of the Nominating and Corporate Governance Committee, effective August 25, 2026.
| Signature: | /s/
Zhenhong Li |
|
| Name: | Zhenhong
Li |
|
| Date: | August
25, 2026 |
|