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 September 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 ☐
UTime
Limited, a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting of shareholders on September
10, 2026 at 10:00 AM ET (the “Meeting”) at the Company’s headquarters located at 7th Floor, Building 5A, Shenzhen Software
Industry Base, Nanshan District, Shenzhen, 518061, China. Holders of a total of 26,065,779 Class A ordinary shares of the Company, par
value $5.0 per share, voted at the meeting, representing approximately 99.19% of a total of 26,276,331 Class A ordinary shares issued,
outstanding and entitled to vote at the Meeting. As a result, a quorum for the transaction of business was present at the Meeting. Each
Class A ordinary share was entitled to one (1) vote on all matters subject to vote at the Meeting.
The
final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| |
Proposal
No. 1: To consider and approve a proposal, as an ordinary resolution, to increase the authorized share capital of the Company from
US$450,100,000 divided into (i) 90,000,000 Class A ordinary shares, of a par value of US$5.0 each and (ii) 100,000,000 Class B ordinary
shares, of a par value of US$0.001 each, to US$50,001,000,000 divided into: (i) 10,000,000,000 Class A ordinary shares, of a par
value of US$5.0 each and (ii) 1,000,000,000 Class B ordinary shares, of a par value of US$0.001 each, by the creation of an additional
9,910,000,000 Class A ordinary shares, of a par value of US$5.0 each; and 900,000,000 Class B ordinary shares, of a par value of
US$0.001 each (the “Share Increase Proposal”). |
The
Share Increase Proposal was approved by the Company’s shareholders as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 26,050,672 |
|
15,107 |
|
0 |
|
- |
| |
Proposal
No. 2: To consider and approve as an ordinary resolution, subject to the approval of the Share Increase Proposal, to amend the authorized
share capital of the Company from US$50,001,000,000 divided into (i) 10,000,000,000 Class A ordinary shares, of a par value of US$5.0
each and (ii) 1,000,000,000 Class B ordinary shares, of a par value of US$0.001 each to US$50,001,000,000 divided into (i) 5,000,000,000,000,000,000
Class A ordinary shares, of a par value of US$0.00000001 each and (ii) 100,000,000,000,000 Class B ordinary shares, of a par value
of US$0.00000001 each, by the subdivision of each issued and unissued Class A ordinary share, of a par value of US$5.0 into 500,000,000
Class A ordinary shares, of a par value of US$0.00000001 each; and each issued and unissued Class B ordinary share, of a par value
of US$0.001 into 100,000 Class B ordinary shares, of a par value of US$0.00000001 (the “Share Subdivision Proposal”). |
The
Share Subdivision Proposal was approved by the Company’s shareholders as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 26,050,954 |
|
14,606 |
|
219 |
|
- |
Proposal
No. 3: To consider and approve by a special resolution to amend and restate the third amended and restated memorandum and articles of
association of the Company currently in effect by the deletion in their entirety and the substitution in their place of the Fourth Amended
and Restated Memorandum and Articles of Association (attached as Exhibit 1.1 hereto) (the “M&A Amendment Proposal”)
The
M&A Amendment Proposal was approved by the Company’s shareholders as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 26,057,382 |
|
8,214 |
|
183 |
|
- |
Proposal
No. 4: To consider and approve a proposal, as an ordinary resolution, subject to the approval of the Share Increase Proposal and the
Share Subdivision Proposal, to approve an amendment to the authorized share capital of the Company, to effect one or more consolidations
of the Company’s Class A ordinary shares, of a par value of US$0.00000001 each, within a ratio arrange from 1:10 to 1:100 basis,
as may be finally determined by the board of Directors, with the final ratio, implementation and timing of such consolidation to be determined
at the sole discretion of the board of Directors provided that any such consolidation shall not be implemented until the share price
of the Company has traded below US$1.00 for a period of at least five (5) continuous trading days (the “Share Consolidation Proposal”).
The
Share Consolidation Proposal was approved by the Company’s shareholders as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 26,053,245 |
|
12,531 |
|
3 |
|
- |
A
copy of the Company’s amended and restated memorandum and articles of association, which will be filed with Cayman Islands registrar
in the coming days, is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 1.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
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:
September 14, 2026 |
By: |
/s/
Hengcong Qiu |
| |
Name:
|
Hengcong
Qiu |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
