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Julong Holding (JLHL) reshapes board and committees after Sun exit

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Julong Holding Limited (JLHL) reported a change in its board of directors and board committees. On August 20, 2026, independent director Shengshan Sun resigned from the board and from the audit, compensation, and nominating and corporate governance committees. The company stated his resignation was not due to any disagreement regarding operations, policies, or practices.

The board appointed Xitian Zhang as an independent director and as a member of all three committees, effective the same day, under standard director and indemnification agreements used for other directors. Following these changes, the board has five members, including two executive directors and three independent directors, with committee leadership remaining with existing independent directors.

Positive

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Negative

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Filing Explained

The August 20 Form 6-K states that this board-change report is incorporated by reference into Julong’s Form F-3 registration statement, making the governance update part of that registration filing record.

Board size 5 members Board composition after August 20, 2026 changes
Executive directors 2 Number of executive directors on the board after the change
Independent directors 3 Number of independent directors on the board after the change
Effective date of changes August 20, 2026 Date resignation and appointment of directors took effect
Committees affected 3 Audit, Compensation, and Nominating and Corporate Governance Committees
independent director regulatory
"Mr. Shengshan Sun, an independent director and a member of the audit committee"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee regulatory
"a member of the audit committee (the “Audit Committee”)"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee regulatory
"the compensation committee (the “Compensation Committee”)"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Nominating and Corporate Governance Committee regulatory
"the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”)"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
indemnification agreement regulatory
"entered into a director agreement and an indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

What board change did Julong Holding Limited (JLHL) announce on August 20, 2026?

Julong Holding Limited announced that independent director Shengshan Sun resigned from the board and all three key committees, and that Xitian Zhang was simultaneously appointed as an independent director and committee member, keeping the board and committee structure fully staffed.

Why did independent director Shengshan Sun resign from JLHL’s board?

The company stated that Shengshan Sun’s resignation from the board and its committees was not based on any disagreement with Julong Holding Limited regarding its operations, policies, or practices, indicating a non-contentious transition in board composition.

Who is the new independent director appointed to JLHL’s board?

Julong Holding Limited appointed Xitian Zhang as an independent director and committee member. He previously held academic positions at Sun Yat-Sen University from 1990 to 2022 and earlier served as a teaching assistant at Xiangtan University, with degrees in history and archival science.

How is Julong Holding Limited’s (JLHL) board composed after the August 2026 changes?

After the changes, JLHL’s board consists of five members: two executive directors and three independent directors. The directors are Jiaqi Hu, Jinying Wang, Yuling Bai, Zhaobo Liu, and Xitian Zhang, maintaining a majority of independent directors.

What is the new composition of JLHL’s board committees after the appointments?

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each consist of Yuling Bai, Zhaobo Liu, and Xitian Zhang. Yuling Bai chairs the Audit and Compensation Committees, while Zhaobo Liu chairs the Nominating and Corporate Governance Committee.

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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: 001-42683

 

Julong Holding Limited

(Translation of registrant’s name into English)

 

Room 2009, Building A, Times Fortune World

No.1 Hangfeng Road, Fengtai District

Beijing, China 100070

(Address of principal executive offices)

 

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 ☐

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

This current report on Form 6-K (the “Report”) is hereby incorporated by reference in the registration statement of Julong Holding Limited (the “Company”) on Form F-3 (File No. 333-297664) to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

 

Change in the Board of Directors and Board Committees

 

On August 20, 2026, the board of directors (the “Board”) of Julong Holding Limited (the “Company”) announces that Mr. Shengshan Sun, an independent director and a member of the audit committee (the “Audit Committee”), the compensation committee (the “Compensation Committee”), and the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”, together with the Audit Committee and the Compensation Committee, the “Committees”) of the Board, has notified the Company of his resignation from the Board and each of the Committees, effective as of August 20, 2026. None of the resignation of Mr. Shengshan Sun from the Board and each of the Committees was based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

In connection with Mr. Sun’s resignation, the Board has appointed Mr. Xitian Zhang as a replacement independent director of the Board and as a member of each of the Committees, effective as of August 20, 2026. In connection with his appointment, Mr. Xitian Zhang and the Company have entered into a director agreement and an indemnification agreement in the forms that the Company has entered into with its other directors.

 

Prior to joining the Company, Mr. Xitian Zhang held various positions at Sun Yat-Sen University, with his final position being an associate professor, from July 1990 to February 2022. From July 1983 to August 1987, he served as a teaching assistant at Xiangtan University. Mr. Xitian Zhang received his bachelor’s degree in history from Xiangtan University in 1983, and his master’s degree in archival science from Renmin University of China in 1990.

 

As a result of the aforementioned change, the Board is currently comprised of five members, including two executive directors and three independent directors, namely Mr. Jiaqi Hu, Ms. Jinying Wang, Ms. Yuling Bai, Mr. Zhaobo Liu and Mr. Xitian Zhang. The Audit Committee consists of Ms. Yuling Bai, Mr. Zhaobo Liu and Mr. Xitian Zhang, and is chaired by Ms. Yuling Bai. The Compensation Committee consists of Ms. Yuling Bai, Mr. Zhaobo Liu and Mr. Xitian Zhang, and is chaired by Ms. Yuling Bai. The Nominating and Corporate Governance Committee consists of Ms. Yuling Bai, Mr. Zhaobo Liu and Mr. Xitian Zhang, and is chaired by Mr. Zhaobo Liu.

 

 

 

 

Exhibits Index

 

Exhibit No.   Description
10.1   Form of Director Agreement between the Registrant and each of its directors (incorporated herein by reference to Exhibit 10.2 to the Form F-1 filed on June 6, 2025 (File No. 333-286214))
     
10.2   Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.3 to the Form F-1 filed on June 6, 2025 (File No. 333-286214))

 

 

 

 

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.

 

  Julong Holding Limited
     
  By: /s/ Jiaqi Hu
  Name:  Jiaqi Hu
  Title:

Chairman of the Board of Directors

Chief Executive Officer

 

Dated: August 20, 2026