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: 001-43046
Green
Circle Decarbonize Technology Limited
(Registrant’s
Name)
Green
Circle Decarbonize Technology Limited
Unit
1809, Prosperity Place, 6 Shing Yip St.
Kwun
Tong, Kowloon, Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Extraordinary
General Meeting of Shareholders – Voting Results
The
extraordinary general meeting of shareholders of Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the
“Company”), was held on August 10, 2026 at 10:00 am Hong Kong time and August 9, 2026 at 10:00 pm Eastern Time.
A
brief description and the final vote results for the proposals follow.
|
(1) |
Resolution
1: Share Capital Increase |
To
approve, as an ordinary resolution, an increase of authorized share capital from US$50,000 divided into 50,000,000 shares of a par
value of US$0.001 each (the “Ordinary Shares”) to US$5,000,000 divided into 5,000,000,000 shares of a par value of
US$0.001 (the “Share Capital Increase”);
Resolution |
For |
For
% |
Against |
Against
% |
Abstain |
Abstain
% |
To
approve the increase of the
Company’s authorized shares |
7,019,114 |
99.790% |
14,272 |
0.203% |
504 |
0.007% |
As
a result, resolution 1 was passed as an ordinary resolution.
|
(2) |
Resolution
2: Creation of Class A and Class B Shares and Adoption of New M&A |
To
approve, as a special resolution, subject to and conditional upon approval of the Share Capital Increase, the creation of Class A ordinary
shares and Class B ordinary shares and the adoption of the second amended and restated memorandum of association and articles of association
of the Company, by:
(i) re-classifying
the authorized share capital of the Company from US$5,000,000 divided into 5,000,000,000 shares of a par value of US$0.001 each as 4,993,640,000
Class A ordinary shares of a par value of US$0.001 each (the “Class A Ordinary Shares”) and 6,360,000 Class B
ordinary shares of a par value of US$0.001 each (the “Class B Ordinary Shares”), with the Class A Ordinary
Shares carrying one vote per share and the Class B Ordinary Shares carrying fifty votes per share;
(ii) re-designating
each issued share of the Company as a Class A Ordinary Share with all rights, restrictions and privileges remaining identical to
the existing issued shares of the Company;
(a) immediately
following the re-designation, 5,280,000 Class A Ordinary Shares held by Joyful Star Limited shall be repurchased and cancelled by
the Company and, in consideration, the Company shall allot and issue to Joyful Star Limited (or such other person as directed) 5,280,000
Class B Ordinary Shares, credited as fully paid-up;
(b) immediately
following the re-designation, 1,080,000 Class A Ordinary Shares held by Green Circle Limited shall be repurchased and cancelled
by the Company and, in consideration, the Company shall allot and issue to Green Circle Limited (or such other person as directed) 1,080,000
Class B Ordinary Shares, credited as fully paid-up; and
(iii) approving
and adopting the second amended and restated memorandum of association and articles of association of the Company (the “New
M&A”) in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association
of the Company.
Resolution |
For |
For
% |
Against |
Against
% |
Abstain |
Abstain
% |
To
approve the re-classification of
share capital, creation of Class A and
Class B shares and
adoption of the
New M&A |
7,017,320 |
99.764% |
15,740 |
0.224% |
830 |
0.012% |
As
a result, resolution 2 was passed as a special resolution.
|
(3) |
Resolution
3: Share Consolidation |
To
approve, as an ordinary resolution, with effect from October 7, 2026, a share consolidation whereby every six issued and unissued shares
of all classes or series of a par value of US$0.001 each in the share capital of the Company shall be consolidated into one share of
a par value of US$0.006 each (the “Share Consolidation”), with fractional consolidated shares to be rounded up so
that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from
the Share Consolidation.
Resolution |
For |
For
% |
Against |
Against
% |
Abstain |
Abstain
% |
To
approve the Share Consolidation of all classes or series of shares of the Company |
7,017,188 |
99.763% |
16,198 |
0.230% |
504 |
0.007% |
As
a result, resolution 3 was passed as an ordinary resolution.
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.
|
Green
Circle Decarbonize Technology Limited |
|
(Registrant) |
|
|
|
Date:
August 14, 2026 |
By: |
/s/
Chan Kam Biu Richard |
|
|
Chan
Kam Biu Richard |
|
|
Chief
Executive Officer and Director |
