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 July, 2025
Commission
File Number 001-419014
J-Long
Group Limited
(Registrant’s Name)
Flat
F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
(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 ☐
Submission
of Matters to a Vote of Security Holders
On
July 2, 2025, J-Long Group Limited (the “Company”) held the Company’s Extraordinary General Meeting (the “EGM”)
at 11:00 a.m. (Hong Kong time and date) at Flat F, 8/F, Houston Industrial Building 32-40 Wang Lung Street, Tsuen Wan, New Territories,
Hong Kong and virtually at https://teams.microsoft.com/l/meetup-join/19%3ameeting_Mzc0Yjg4NjMtNjgwMC00YTFlLThlODQtYTg5NjY4ZjU1Mzhl%40thread.v2/0?context=%7b%22Tid%22%3a%227feca751-3788-4893-8bf5-66f40312825f%22%2c%22Oid%22%3a%220d37b1a4-fe0c-4017-adbe-1055b60bcb02%22%7d.
On June 10, 2025 (the “Record Date”), the record date for the EGM, there were 3,761,701of the Company’s Ordinary
Shares outstanding and entitled to vote at the EGM. 2,170,382 Ordinary Shares, which represented 57.7% of the shares of the outstanding
Ordinary Shares in the Company, were represented in person or by proxy.
Two
items of business were acted upon by the Company’s shareholders at the EGM, each of which was approved by the shareholders:
| (a) | the
re-designation and re-classification of all of the 136,000,000 ordinary shares of a par value
US$0.000375 each (the “Existing Shares”) in the share capital of the Company,
whether issued or unissued, into 133,000,000 class A ordinary shares of a par value US$0.000375
each (the “Class A Ordinary Shares”) and 3,000,000 class B ordinary shares of
a par value US$0.000375 each (the “Class B Ordinary Shares”) be and are hereby
approved and confirmed, such that the authorized share capital of the Company shall be re-designated
and re-classified into USD51,000.00 divided into 133,000,000 Class A Ordinary Shares, each
entitled to one (1) vote, and 3,000,000 Class B Ordinary Shares, each entitled to twenty
(20) votes (the “Share Re-Designation”); |
| (b) | upon
the Share Re-Designation becoming effective, the currently issued 3,761,701 ordinary shares of a par value US$0.000375 each in the Company
will be re-designated and re-classified into 1,652,701 Class A Ordinary Shares with 1 vote per Class A Ordinary Share and 2,109,000 Class
B Ordinary Shares with 20 votes per Class B Ordinary Share on a one for one basis as set out in the table below: (c) the second amended
and restated memorandum of association and articles of association of the Company (the “New M&A”) containing the amendments
(shown as blackline) to the existing amended and restated memorandum of association and articles of association in the form set out in
Annex I (without showing the blackline), be and are approved and adopted as the new memorandum of association and articles of association
of the Company in substitution for and to the exclusion of the existing amended and restated memorandum of association and articles of
association of the Company; |
| Name of Shareholder | |
Number of Existing
Shares held | | |
Name of
Class A
Ordinary Shares to
be held upon the
Share Re-Designation
becoming effective | | |
Number of Class B
Ordinary Shares to
be held upon the
Share Re-Designation
becoming effective | |
| Danny Tze Ching Wong | |
| 1,809,000 | | |
| N/A | | |
| 1,809,000 | |
| Edwin Chun Yin Wong | |
| 300,000 | | |
| N/A | | |
| 300,000 | |
| CEDE & CO | |
| 1,652,701 | | |
| 1,652,701 | | |
| N/A | |
| (c) | any
director, company secretary, and/or the registered office provider of the Company be and
is/are hereby authorized to do all such acts and things and execute all such documents, deeds
and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary
or expedient to give effect to the Share Re-Designation, including without limitation, updating
the register of members of the Company, attending to the necessary filings with the Registrar
of Companies in the Cayman Islands.” |
| 2. | “That
upon the Share Re-Designation becoming effective,: |
| (a) | the
proposed amendments to the amended and restated memorandum and articles of association of the Company (the “Proposed Amendments”)
to reflect the dual-class share structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares
be and are hereby approved; |
| (b) | the
second amended and restated memorandum and articles of association of the Company (incorporating the Proposed Amendments) (the “New
Memorandum and Articles of Association”), a copy of which has been produced to this meeting and marked “A” and
initialled by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted in substitution for,
and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company; and |
| (c) | any
director, company secretary, and/or the registered office provider of the Company be and is/are hereby authorized to do all such acts
and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem
necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Memorandum and Articles of Association,
including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands.” |
The
voting results were as follows:
| | |
For | | |
Against | | |
Abstain | |
| Proposal 1 | |
| 2,138,570 | | |
| 30,862 | | |
| 949 | |
| Proposal 2 | |
| 2,139,177 | | |
| 31,017 | | |
| 187 | |
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.
| |
J-Long
Group Limited |
| |
|
| |
By: |
/s/
Edwin Wong |
| |
Name: |
Wong
Edwin Chun Yin |
| |
Title: |
Chief
Executive Officer and Director |
Date:
July 3, 2025
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