JIADE LIMITED (JDZG) holders approve AGM items and share consolidation

Rhea-AI Filing Summary

JIADE LIMITED held its annual general meeting where shareholders approved all resolutions, including director re-elections, auditor appointment, share consolidation authority, changes to authorized share capital, and adoption of a third amended and restated memorandum and articles of association.

There were 264,863,662 votes represented, equal to 99.51% of votes exercisable as of April 21, 2026. Each director and the auditor were approved with 264,850,694–264,851,538 votes in favor and 12,124–12,968 against. Shareholders also approved a share consolidation at a Board‑set ratio between 1‑for‑2 and 1‑for‑100, with fractional shares rounded up, and corresponding changes to share par values and authorized share capital.

Key Figures

Votes represented: 264,863,662 votes Director re-election support: 264,850,694 for / 12,968 against Auditor appointment support: 264,851,538 for / 12,124 against +5 more

8 metrics

Votes represented 264,863,662 votes 99.51% of votes exercisable as of April 21, 2026

Director re-election support 264,850,694 for / 12,968 against Each named director re-election resolution

Auditor appointment support 264,851,538 for / 12,124 against Auditor appointment resolution

Share consolidation approval 264,839,901 for / 23,761 against Share Consolidation special resolution

Capital change approval 264,839,127 for / 24,535 against Change of Authorized Share Capital resolution

Memorandum adoption votes 264,850,539 for / 13,123 against Adoption of Third M&A special resolution

Share consolidation ratio range 1-for-2 to 1-for-100 Board-authorized consolidation of all share classes

Existing par value per share US$0.0025 per share Class A, Class B, and Preference Shares pre-consolidation

Key Terms

Share Consolidation, Change of Authorized Share Capital, special resolution, memorandum and articles of association, +2 more

6 terms

Share Consolidation financial

"each such Consolidated Share shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained..."

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Change of Authorized Share Capital financial

"Resolution | | For | | | Against | | | Abstain | ... Change of Authorized Share Capital | | | 264,839,127 |"

special resolution regulatory

"4. RESOLVED, BY SPECIAL RESOLUTION, that 4 A total of 264,863,662 votes..."

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

memorandum and articles of association regulatory

"have the rights and privileges and be subject to the restrictions as contained in the second amended and restated memorandum and articles of association of the Company..."

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

preference shares financial

"issued and unissued preference shares of a par value of US$0.0025 each in the Company's share capital (the “Preference Shares,”..."

Preference shares are a type of company stock that pays owners a fixed or regularly prioritized payout, similar to receiving steady interest from a savings account, while still representing ownership. They usually get paid dividends before regular (common) shareholders and have priority if the company distributes assets, but often carry limited voting rights and less upside if the company’s value soars. Investors care because preference shares trade off growth potential for steadier income and greater safety in payouts.

Consolidated Share financial

"every 2-100 Shares (depending on the Consolidation Ratio determined by the Board) ... shall be consolidated into ... one preference share ... (each, a “Consolidated Share”);"

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

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 ¨

Results of JIADE LIMITED’s Annual General Meeting of Shareholders

At an annual general meeting of shareholders (the “Meeting”) of JIADE LIMITED (the “Company”) held on May 4, 2026, at 9:30 a.m., Eastern Time, the shareholders of the Company approved and adopted the resolutions authorizing the following:

1. The shareholders were asked to consider and, if thought fit, separately pass the following ordinary resolutions for the re-election of the Company’s current directors:   RESOLVED, BY ORDINARY RESOLUTION, that Yuan Li be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company;   RESOLVED, BY ORDINARY RESOLUTION, that Xiaohui Li be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company;   RESOLVED, BY ORDINARY RESOLUTION, that Shuang Qiu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company;   RESOLVED, BY ORDINARY RESOLUTION, that Yi Chen be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company; and   RESOLVED, BY ORDINARY RESOLUTION, that Shang Wu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.

2

A total of 264,863,662 votes, representing 99.51% of the votes exercisable as of April 21, 2026, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows:

Resolution		For				Against				Abstain
Re-election of Yuan Li			264,850,694				12,968				0
Re-election of Xiaohui Li			264,850,694				12,968				0
Re-election of Shuang Qiu			264,850,694				12,968				0
Re-election of Yi Chen			264,850,694				12,968				0
Re-election of Shang Wu			264,850,694				12,968				0

2. RESOLVED, BY ORDINARY RESOLUTION, that the appointment of Enrome LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026 be approved, ratified and confirmed (the “Auditor Appointment”).

A total of 264,863,662 votes, representing 99.51% of the votes exercisable as of April 21, 2026, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows:

Resolution

For

Against

Abstain

Auditor Appointment

264,851,538

12,124

0

3. RESOLVED, BY ORDINARY RESOLUTION, that:

(a) conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine:

i. all issued and unissued Class A ordinary shares of a par value of US$0.0025 each in the Company's share capital (the “Class A Ordinary Shares”), issued and unissued Class B ordinary shares of a par value of US$0.0025 each in the Company's share capital (the “Class B Ordinary Shares”), and issued and unissued preference shares of a par value of US$0.0025 each in the Company's share capital (the “Preference Shares,” and together with the Class A Ordinary Shares and Class B Ordinary Shares, the “Shares”) to be consolidated on the date to be further determined by the Board and at a ratio of not less than 1-for-2 and not more than 1-for-100, with the specific ratio to be fixed within this range by the Board in its sole discretion without further shareholder approval (the “Consolidation Ratio”), whereby every 2-100 Shares (depending on the Consolidation Ratio determined by the Board) of each issued and unissued (i) Class A Ordinary Share, (ii) Class B Ordinary Share, and (iii) Preference Share shall be consolidated into (i) one Class A ordinary share of a par value of US$0.005 to US$0.25 (depending on the Consolidation Ratio determined by the Board), (ii) one Class B ordinary share of a par value of US$0.005 to US$0.25 (depending on the Consolidation Ratio determined by the Board), and (iii) one preference share of a par value of US$0.005 to US$0.25 (depending on the Consolidation Ratio determined by the Board), respectively (each, a “Consolidated Share”); and each such Consolidated Share shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the second amended and restated memorandum and articles of association of the Company currently in effect (the “Share Consolidation”), so that immediately following the effectiveness of the Share Consolidation, the authorised share capital of the Company shall be changed:

3

a. FROM US$50,000 divided into 20,000,000 ordinary shares of a par value of US$0.0025 each consisting of (a) 15,800,000 Class A Ordinary Shares, (b) 3,000,000 Class B Ordinary Shares, and (c) 1,200,000 Preference Shares;

b. TO US$50,000 divided into a range of between 200,000 to 10,000,000 ordinary shares of a par value of US$0.25 to US$0.005 each (depending on the Consolidation Ratio determined by the Board), respectively, consisting of (a) 158,000 to 7,900,000 Class A ordinary shares of a par value of US$0.25 to US$0.005 each, (b) 30,000 to 1,500,000 Class B ordinary shares of a par value of US$0.025 to US$0.005 each, and (c) 12,000 to 600,000 preference shares of a par value of US$0.25 to US$0.005 each;

ii. no fractional Shares be issued in connection with any Share Consolidation and, in the event that a Shareholder would otherwise be entitled to receive a fractional Share upon a Share Consolidation, and the total number of Shares to be received by such Shareholder be rounded up to the next whole Share; and

(b) any one director or officer of the Company be and is hereby authorized for and on behalf of the Company to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Share Consolidation(s), if and when deemed advisable by the Board, in its sole discretion;

A total of 264,863,662 votes, representing 99.51% of the votes exercisable as of April 21, 2026, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows:

Resolution

For

Against

Abstain

Share Consolidation

264,839,901

23,761

0

4. RESOLVED, BY SPECIAL RESOLUTION, that:

(a) following the effectiveness of the Share Consolidation, the authorised share capital of the Company be increased from US$50,000 divided into a range of between 200,000 to 10,000,000 ordinary shares of a par value of US$0.25 to US$0.005 each (depending on the Consolidation Ratio determined by the Board), respectively, consisting of (a) 158,000 to 7,900,000 Class A ordinary shares of a par value of US$0.25 to US$0.005 each, (b) 30,000 to 1,500,000 Class B ordinary shares of a par value of US$0.25 to US$0.005 each, and (c) 12,000 to 600,000 preference shares of a par value of US$0.25 to US$0.005 each to an aggregate of (i) US$50,000 divided into a range of between 200,000 to 10,000,000 ordinary shares of a par value of US$0.25 to US$0.005 each (depending on the Consolidation Ratio determined by the Directors), respectively, consisting of (a) 158,000 to 7,900,000 Class A ordinary shares of a par value of US$0.25 to US$0.005 each, (b) 30,000 to 1,500,000 Class B ordinary shares of a par value of US$0.25 to US$0.005 each, and (c) 12,000 to 600,000 preference shares of a par value of US$0.25 to US$0.005 each; and (ii) US$50,000 divided into 2,000,000,000 ordinary shares of a par value of US$0.000025 each, consisting of (a) 1,988,800,000 Class A ordinary shares of a par value of US$0.000025 each, (b) 10,000,000 Class B ordinary shares of a par value of US$0.000025 each, and (c) 1,200,000 preference shares of a par value of US$0.000025 each (the "Increase in Authorised Share Capital"); the authorized share capital of the Company be increased from US$2,000,000 divided into 25,000,000 ordinary shares of a par value of US$0.08 each to an aggregate of (i) US$2,000,000 divided into 25,000,000 ordinary shares of a par value of US$0.08 each (the “Ordinary Shares”); and (ii) US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each consisting of (a) 395,000,000 Class A ordinary shares of a par value of US$0.0001 each, (b) 5,000,000 Class B ordinary shares of a par value of US$0.0001 each, and (c) 100,000,000 preference shares of a par value of US$0.0001 each, by the creation of an additional 500,000,000 shares of a par value of US$0.0001 each consisting of (a) 395,000,000 Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”), (b) 75,000,000 Class B ordinary shares of a par value of US$0.0001 each (the “Class B Ordinary Shares”), and (c) 30,000,000 preference shares of a par value of US$0.0001 each (the “Preference Shares”) (the “Increase in Authorized Share Capital”); and each Class A Ordinary Share, Class B Ordinary Share and Preference Share shall have such rights and restrictions as set out in the Second M&A (as defined below);

(b) immediately following the Increase in Authorised Share Capital, and depending on the Consolidation Ratio determined by the Board, there shall be (a) an aggregate of 13,728 to 686,357 Class A ordinary shares of a par value of US$0.000025 each issued to all the existing holders of the Class A Ordinary Shares and each holder will be issued such shares pro-rata to the existing shareholding ratio of the Company; and (b) an aggregate of approximately 29,421 to 1,471,042 Class B ordinary shares of a par value of US$0.000025 each issued to JD LIYUAN LIMITED (the "Issuance of Shares");

4

(c) immediately following the Issuance of Shares, 13,728 to 686,357 issued Class A ordinary shares of a par value of US$0.50 each (depending on the Consolidation Ratio determined by the Board), and 29,421 to 1,471,042 issued Class B ordinary shares of a par value of US$0.50 each (depending on the Consolidation Ratio determined by the Board) (the "Issued Shares") in the Company currently held by all the shareholders of the Company be repurchased by the Company out of the proceeds received from the Issuance of Shares, and the Issued Shares be cancelled simultaneously upon the repurchase (the "Repurchase of Shares");

(d) immediately following the Repurchase of Shares, the authorised but unissued share capital of the Company be reduced by the cancellation of 200,000 to 10,000,000 ordinary shares of a par value of US$0.25 to US$0.005 each (depending on the Consolidation Ratio determined by the Board) consisting of (a) 158,000 to 7,900,000  Class A ordinary shares of a par value of US$0.25 to US$0.005 each, (b) 30,000 to 1,500,000 Class B ordinary shares of a par value of US$0.25 to US$0.005 each, and (c) 12,000 to 600,000 preference shares of a par value of US$0.25 to US$0.005 each (the "Cancellation of Shares");

(e) immediately following the Cancellation of Shares, the authorised share capital of the Company be US$50,000 divided into 2,000,000,000 shares of a par value of US$0.000025 each, consisting of (a) 1,988,800,000 Class A ordinary shares of a par value of US$0.000025 each, (b) 10,000,000 Class B ordinary shares of a par value of US$0.000025 each, and (c) 1,200,000 preference shares of a par value of US$0.000025 each (the “Change of Authorized Share Capital”).

A total of 264,863,662 votes, representing 99.51% of the votes exercisable as of April 21, 2026, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows:

Resolution

For

Against

Abstain

Change of Authorized Share Capital

264,839,127

24,535

0

5. RESOLVED, BY SPECIAL RESOLUTION, that, subject to and immediately following the Share Consolidation and the Change of Authorized Share Capital being effected: 

(a) the existing amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 23 May 2025 currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the "Third M&A"), pursuant to which the voting power of each Class B ordinary share shall be changed from fifty (50) votes for each Class B ordinary share of par value of US$0.000025 each to ninety (90) votes for each Class B ordinary share of par value of US$0.000025 each (“Adoption of the Third M&A”); and

(b) all or any of the rights attached to any Class A ordinary shares and Class B ordinary shares be varied and and modified as a modified as a result of the Adoption of the Third M&A.

A total of 264,863,662 votes, representing 99.51% of the votes exercisable as of April 21, 2026, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows:

Resolution

For

Against

Abstain

Adoption of the Third M&A

264,850,539

13,123

0

5

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: May 6, 2026	By:	/s/ Yuan Li
	Name:	Yuan Li
	Title:	Co-Chief Executive Officer

6

FAQ

What did JIADE LIMITED (JDZG) shareholders approve at the May 2026 AGM?

Shareholders approved all resolutions, including director re-elections, auditor appointment, share consolidation authority, changes to authorized share capital, and adoption of a third amended and restated memorandum and articles of association, with very high support based on votes cast at the annual general meeting.

How many votes were represented at JIADE LIMITED (JDZG)’s May 2026 AGM?

A total of 264,863,662 votes were represented, equaling 99.51% of votes exercisable as of April 21, 2026. This high turnout indicates that almost all voting power participated in decisions taken at the annual general meeting for JIADE LIMITED.

What share consolidation did JIADE LIMITED (JDZG) shareholders authorize?

Shareholders authorized a share consolidation of all classes of shares at a ratio between 1-for-2 and 1-for-100, with the exact ratio to be set later by the Board. Fractional entitlements will be rounded up so each shareholder receives a whole consolidated share.

How did JIADE LIMITED (JDZG) shareholders vote on the share consolidation resolution?

The share consolidation resolution received 264,839,901 votes for, 23,761 against, and zero abstentions. This indicates overwhelmingly strong approval for authorizing the Board to implement the consolidation within the specified ratio range when it determines the effective date.

Were JIADE LIMITED (JDZG) directors re-elected with strong support?

Yes. Each of the named directors, including Yuan Li and others, received 264,850,694 votes in favor, 12,968 against, and zero abstentions. These results show near-unanimous support for the existing Board composition at the annual general meeting.

What change of authorized share capital did JIADE LIMITED (JDZG) approve?

Shareholders passed a special resolution for a change of authorized share capital linked to the share consolidation. The resolution received 264,839,127 votes for and 24,535 against, with no abstentions, aligning the authorized capital structure with the post-consolidation share terms.

What governance document did JIADE LIMITED (JDZG) adopt at the AGM?

Shareholders approved adoption of a third amended and restated memorandum and articles of association, effective following the share consolidation and capital change. This special resolution passed with 264,850,539 votes for, 13,123 against, and zero abstentions, updating the company’s core governing document.