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UTime names new independent director, pays $36K

UTime Ltd (FXHO) reported governance changes effective August 25, 2026.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Effective date of resignation and appointment August 25, 2026 Date when Hailin Xie resigned and Zhenhong Li was appointed
Annual director compensation $36,000 per year Compensation for Zhenhong Li’s board and committee service, payable in equal monthly installments
Monthly director compensation USD $3,000 per month Amount approved by the board in the Director Offer Letter, payable in cash or equivalent stock
Age of new independent director 33 Age of Zhenhong Li at the time of appointment
Nasdaq Rule Rule 5605 Rule under which the board determined Zhenhong Li meets independence requirements
independent director regulatory
"appointed as an independent director of the Board, the chair"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Compensation Committee financial
"the chair of the compensation committee (the “Compensation Committee”)"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Audit Committee financial
"member of the audit committee (the “Audit Committee”)"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Nominating and Corporate Governance Committee regulatory
"nominating and corporate governance committee (the “Governance Committee”)"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Nasdaq Rule 5605 regulatory
"The Board has determined that you satisfy the independence requirements set forth in Nasdaq Rule 5605"

FAQ

What board changes did UTime Ltd (FXHO) announce in August 2026?

UTime Ltd announced that Hailin Xie resigned as an independent director and committee member effective August 25, 2026. On the same date, the board appointed Zhenhong Li as an independent director, committee chair, and committee member to fill the resulting vacancies.

Why did Hailin Xie resign from UTime Ltd (FXHO)?

Hailin Xie resigned from UTime Ltd’s board and committees effective August 25, 2026, for personal reasons. He indicated that his resignation was not due to any disagreement with the company’s management or the board.

Who is the new independent director at UTime Ltd (FXHO) and what is his background?

The new independent director is Zhenhong Li, age 33. He has cross-sector experience in compute infrastructure and Web3 ecosystems, including roles at AIOZ Network and Hangzhou Lunsha Technology, and holds degrees from Sun Yat-sen University and the University of Edinburgh.

What committees will Zhenhong Li serve on at UTime Ltd (FXHO)?

Zhenhong Li will serve as a member of the Board of Directors, chair of the Compensation Committee, and member of the Audit Committee and the Nominating and Corporate Governance Committee, filling the roles previously held by Hailin Xie.

How much will UTime Ltd (FXHO) pay its new independent director?

UTime Ltd will pay Zhenhong Li $36,000 annually for his board and committee service. This compensation is payable in equal monthly installments of cash or an equivalent value in company stock, subject to applicable policies and regulatory requirements.

Does the new director of UTime Ltd (FXHO) meet independence requirements?

Yes. The board determined that Zhenhong Li satisfies the independence requirements of Nasdaq Rule 5605. He also has no family relationship with any director or executive officer of UTime Ltd.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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  

 

 

 

Filing Exhibits & Attachments

1 document