Jiade Limited Sets 24 Jun 2025 Reverse Split, Adds Dual-Class Shares

Rhea-AI Filing Summary

Jiade Limited (Nasdaq: JDZG) has filed a Form 6-K outlining significant changes to its capital structure.

Share Consolidation: Effective 24 June 2025, every eight existing ordinary shares of US$0.01 par value will automatically consolidate into one ordinary share of US$0.08 par value. The 200,000,000 authorised shares (issued and unissued) will become 25,000,000 post-consolidation shares. No shareholder action is required; fractional entitlements will be rounded up to the next whole share and no cash will be paid.

Change of Authorised Share Capital & Dual-Class Structure: Immediately after the consolidation, authorised capital will rise to US$50,000 divided into 500,000,000 shares of US$0.0001 par value, reclassified into 395,000,000 Class A Ordinary Shares, 75,000,000 Class B Ordinary Shares, and 30,000,000 Preference Shares. Approximately 2,014,872 Class A shares will be issued pro-rata to existing shareholders (excluding JD Liyuan Limited) and 1,052,063 Class B shares will be issued to JD Liyuan Limited. Each shareholder’s percentage ownership remains unchanged. All 3,066,935 outstanding US$0.08 ordinary shares will be repurchased and cancelled, and the remaining 25,000,000 unissued US$0.08 shares will also be cancelled.

Post-transaction capital structure: authorised share capital will consist solely of the new 500,000,000 share pool (395 M Class A, 75 M Class B, 30 M Preference) at US$0.0001 par value.

Listing details: Trading will continue on the Nasdaq Capital Market under the ticker “JDZG,” but with a new CUSIP (G7396L111) from the market open on 24 June 2025.

Positive

• Relative ownership maintained: Issuance of Class A and Class B shares is structured so that existing percentage holdings are unchanged.
• No cash outlay for shareholders: Fractional shares are rounded up, eliminating fees or cash settlements for small holders.

Negative

• Increased structural complexity: Transition to a three-class share structure (Class A, Class B, Preference) adds layers that investors must track.

Insights

Financial Analyst

TL;DR: 8-for-1 reverse split and dual-class recap do not alter ownership percentages but streamline authorised capital.

The filing details a capital restructuring rather than an operational or earnings event. The 8-for-1 consolidation is mechanically neutral to equity value but will raise the per-share price and reduce the number of shares outstanding. Management states that fractional shares will be rounded up, slightly increasing share count but avoiding cash payments. The subsequent increase in authorised capital and introduction of Class A/Class B ordinary shares plus preference shares creates flexibility for future financing while preserving current shareholder percentages via simultaneous issuance of new shares and cancellation of the old $0.08 shares. Because voting or economic rights of the new classes are not described in the filing, governance impact cannot be fully assessed. Overall, the action appears administrative and should be neutral to near-term valuation, though investors should monitor future use of the expanded share classes.

 

 

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 June 2025

 

Commission File Number: 001-42098

 

JIADE LIMITED

 

18/F, Block D, Huirong Plaza, No. 88, Section 3, Jinhua Road

Jinjiang District, Chengdu City, Sichuan Province

The People’s Republic of China, 610000

(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 x   Form 40-F ¨

 

 

 

 

 

JIADE LIMITED Announces Share Consolidation and Change of Authorized Share Capital

 

JIADE LIMITED, a Cayman Islands company (the “Company”), today announced that the Company plans to effect a consolidation of all of the Company’s authorized issued and unissued ordinary shares on a 8:1 basis (the “Share Consolidation”), which was approved by the Company’s board of directors on May 6, 2025, and approved by the Company’s shareholders on May 23, 2025. As a result of the Share Consolidation, each of the 200,000,000 authorized ordinary shares, issued and unissued, in the Company of $0.01 par value, will automatically be consolidated into to 25,000,000 ordinary shares of $0.08 par value each, without any action on the part of the shareholders.

 

In addition, the Company also plans to effect a change in its authorized share capital and reclassify its share structure (the “Change of Authorized Share Capital”), which was also approved by the Company’s board of directors on May 6, 2025, and approved by the Company’s shareholders on May 23, 2025. Pursuant to the Change of Authorized Share Capital, the Company’s authorized share capital will be increased from $2,000,000 divided into 25,000,000 ordinary shares of a par value of $0.08 each, to an aggregate of (i) $2,000,000 divided into 25,000,000 ordinary shares of a par value of $0.08 each, and (ii) $50,000 divided into 500,000,000 shares of a par value of $0.0001 each, consisting of (a) 395,000,000 Class A ordinary shares (“Class A Ordinary Shares”), (b) 75,000,000 Class B ordinary shares (“Class B Ordinary Shares”), and (c) 30,000,000 preference shares (“Preference Shares”), each with such rights and restrictions as set forth in the Company’s second amended and restated memorandum and articles of association. Immediately following such increase in authorized share capital, the Company will issue (i) an aggregate of approximately 2,014,872 Class A Ordinary Shares to all existing shareholders of the Company, other than JD LIYUAN LIMITED, pro rata based on their existing shareholding percentages, and (ii) 1,052,063 Class B Ordinary Shares to JD LIYUAN LIMITED (together, the “Issue of Dual Class Shares”). Such issuances will not affect the relative shareholding percentages of any shareholder in the Company. Following the Issue of Dual Class Shares, the Company will repurchase all of the approximately 3,066,935 issued ordinary shares of $0.08 par value held by its shareholders and simultaneously cancel such shares. Lastly, the Company will cancel all 25,000,000 of its remaining authorized but unissued ordinary shares of $0.08 par value. As a result of the Share Consolidation and Change of Authorized Share Capital, the Company’s authorized share capital will become $50,000 divided into 500,000,000 shares of a par value of $0.0001 each, consisting of 395,000,000 Class A Ordinary Shares, 75,000,000 Class B Ordinary Shares, and 30,000,000 Preference Shares.

  

Beginning with the opening of trading on June 24, 2025, the Company’s Class A Ordinary Shares will trade on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “JDZG,” but under a new CUSIP number of G7396L111. No fractional shares will be issued in connection with the Share Consolidation. Instead, record holders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Share Consolidation ratio will automatically be entitled to receive an additional fraction of one share of the relevant class to round up to the next whole share. For those beneficial holders who hold shares through a brokerage firm, the Company intends to round up fractional shares at the participant level. Cash will not be paid for fractional shares.

 

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SIGNATURE

 

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.

 

 	JIADE LIMITED
 	 	 
Date: June 20, 2025	By:	/s/ Yuan Li
 	Name:	Yuan Li
 	Title:	Co-Chief Executive Officer

 

 

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FAQ

When will JDZG trade on a post-consolidation basis?

Beginning at the open on 24 June 2025 on the Nasdaq Capital Market.

What is the consolidation ratio for Jiade Limited shares?

The company is effecting an 8-for-1 share consolidation of all issued and unissued ordinary shares.

Will my ownership percentage in Jiade Limited change after the recapitalisation?

No. The issuance of new Class A and Class B shares is pro-rata, keeping relative percentages intact.

How will Jiade Limited handle fractional shares after the reverse split?

Fractions will be rounded up to the next whole share; no cash will be paid.

What is Jiade Limited’s new CUSIP number?

Post-consolidation shares will trade under the CUSIP G7396L111.