[6-K] J-Long Group Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 7 Aug 2025, J-Long Group Ltd. (NASDAQ: JL) held an Extraordinary General Meeting, with 2,187,636 shares (58.16 % of outstanding) present in person or by proxy. Shareholders approved two resolutions creating a dual-class capital structure and updating governing documents.

• Share Re-Designation: The authorized 136 M ordinary shares will be re-classified into 133 M Class A shares (1 vote each) and 3 M Class B shares (20 votes each).
• Issued shares converted: 3,761,701 existing shares become 1,652,701 Class A and 2,109,000 Class B on a 1-for-1 basis.
• Governance update: A second amended & restated Memorandum & Articles of Association reflecting the dual-class structure was adopted.
• Voting results: Proposal 1 passed 2,142,578 For / 45,047 Against / 11 Abstain; Proposal 2 passed 2,142,587 For / 45,048 Against / 1 Abstain.

Founders Danny Tze Ching Wong and Edwin Chun Yin Wong will hold all 2,109,000 Class B shares, securing outsized voting power relative to economic ownership.

Positive

• Clarifies capital structure, potentially easing future equity financing through differentiated share classes.
• Shareholder approval rate > 98 % indicates broad support or low opposition among represented shares.

Negative

• Concentrates 20-vote Class B shares entirely with founders, severely limiting minority influence.
• Dual-class structures can trigger governance discounts and reduce attractiveness to certain institutional investors.

Insights

Corporate Governance Expert

TL;DR – Dual-class approval centralizes control in founders, elevating governance risk.

The EGM formalizes a capital split granting Class B shares 20 votes each. Founders gain decisive voting authority—≈42.2 M votes versus ≈1.65 M for public Class A holders—without increasing economic stake. Such structures often entrench management, reduce takeover discipline and can attract valuation discounts. While legally compliant and strongly supported (≈98 % of votes cast), minority investors now wield limited influence over strategic direction or future dilutive issuances.

Portfolio Manager

TL;DR – Structural change is impactful but financially neutral; monitor governance premium.

No earnings or transaction data were disclosed; the filing strictly amends capital structure. The vote outcome signals shareholder acquiescence, likely due to the founders’ existing stakes. From a portfolio perspective, near-term cash flows remain unchanged, yet the shift could affect liquidity and index eligibility if voting-rights screens apply. Ongoing monitoring of management actions under strengthened control is warranted.

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, 2025

Commission File Number 001-41901

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 August 7, 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_OGIwZTAzMGEtZjBmOC00ZmVmLWEzZjUtZWZlZmRiOTFmN2U1%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 July 14, 2025 (the “Record Date”), the record date for the EGM, there were 3,761,701 of the Company’s Ordinary Shares outstanding and entitled to vote at the EGM. 2,187,636 Ordinary Shares, which represented 58.16% 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:

1. “That:

(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

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(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			2,142,578				45,047				11
Proposal 2			2,142,587				45,048				1

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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: August 8, 2025

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FAQ

What did J-Long Group (JL) approve at the August 2025 EGM?

Creation of a dual-class share structure (Class A 1 vote, Class B 20 votes) and adoption of updated governing documents.

How many Class B shares will the founders of JL hold?

Danny Tze Ching Wong and Edwin Chun Yin Wong will hold 2,109,000 Class B shares in total.

What were the voting results for JL's Proposal 1?

Proposal 1 passed with 2,142,578 For, 45,047 Against, and 11 Abstain.

Does the 6-K include any financial performance data for JL?

No. The filing focuses solely on capital structure and governance amendments without earnings or revenue figures.

How many shares of JL were represented at the meeting?

A total of 2,187,636 Ordinary Shares, representing 58.16 % of outstanding shares.