Neo-Concept proposes reverse split of up to 400:1
Class A shares carry one vote each, while Class B shares carry 30 votes each at the extraordinary general meeting.
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Rhea-AI Filing Summary
Neo-Concept International Group Holdings Ltd (NCI) will ask shareholders at an extraordinary general meeting on October 29, 2026, to approve a proposed consolidation of its Class A and Class B shares. The board would set the ratio between 2:1 and 400:1 and determine the effective date, which must be no later than December 31, 2026.
A second resolution would authorize one or more additional consolidations during the two years after the meeting, each at a ratio between 2:1 and 500:1, subject to a cumulative cap of 500:1. The initial consolidation would not count toward that cap. The board recommends voting for both resolutions. Class A shares carry one vote each and Class B shares carry 30 votes each.
Filing Explained
Under the proposed consolidations, fractional shares would not be issued; where law permits, the company is authorized to round each resulting fraction up to one consolidated share, so a holder with a fractional result may receive a whole share instead.
Key Figures
Key Terms
Consolidation Ratio Cap financial
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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 October, 2026
Commission File Number: 001-42016
Neo-Concept International Group Holdings Ltd
(Registrant’s Name)
10/F, Seaview Centre
No. 139-141 Hoi Bun Road
Kwun Tong
Kowloon, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Financial Statements and Exhibits.
In connection with the extraordinary general meeting of shareholders of Neo-Concept International Group Holdings Ltd, a Cayman Islands company (the “Company”), the Company hereby furnishes the following documents:
| Exhibit No. |
Description | |
| 99.1 | Notice of Extraordinary General Meeting of Shareholders dated October 16, 2026 | |
| 99.2 | Form of Proxy of Extraordinary General Meeting of Shareholders |
1
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.
| Neo-Concept International Group Holdings Ltd | ||
| Date: October 16, 2026 | ||
| By: | /s/ Jiang Pengfei | |
| Name: | Jiang Pengfei | |
| Title: | Chairman of the Board and Chief Executive Officer | |
2
Exhibit 99.1
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED OCTOBER 16, 2026
NEO-CONCEPT INTERNATIONAL GROUP HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: NCI)
NOTICE OF EXTRAORDINARY GENERAL MEETING
to be held on October 29, 2026
(or any adjourned meeting thereof)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Neo-Concept International Group Holdings Limited (the “Company” or “NCI”) will be held at 3:00 p.m. on October 29, 2026 (Hong Kong time and date) at 10/F, Seaview Centre, 139-141 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, for the purposes of considering and, if thought fit, passing the following resolutions:
Ordinary Resolutions
“1. THAT with effect from such date and time to be determined by the board of directors of the Company which in any event shall not be later than 31 December 2026 (the “Effective Date”):
(a) every two (2) to every four hundred (400) issued and unissued shares (namely, both class A ordinary shares of par value US$0.0025 each and class B ordinary shares of par value US$0.0025 each) in the share capital of the Company (the “Range”), with the exact ratio to be set at a specific number within the Range to be determined by the board of directors of the Company in their discretion by not later than the Effective Date (the “Consolidation Ratio”), be consolidated into one (1) share (the “Consolidated Share(s)”), and such Consolidated Share(s) shall have the rights and be subject to the restrictions set out in the Third Amended and Restated Memorandum and Articles of Association of the Company (the “Share Consolidation”), and that the board of directors of the Company be and is hereby granted with full authority to determine the Consolidation Ratio by not later than the Effective Date;
(b) all fractional Consolidated Share(s) will not be issued to the shareholders of the Company and the Company is, to the extent permissible under applicable laws, regulations and the memorandum and articles of association of the Company, authorised to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from the Share Consolidation;
(c) the board of directors of the Company be and is hereby granted with full authority to determine the Effective Date, failing which this resolution shall not take any effect;
(d) each director of the Company (the “Director”) be, and hereby is, authorized, approved and directed, on behalf of the Company, to execute such further documents and take such further actions as such Director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of this resolution, including without limitation, to cancel any old share certificate(s) and to issue and execute any new share certificate(s) representing the consolidated shares of the Company, and any and all actions already taken by such Director in connection with this resolution (including his/her prior execution and delivery of any document by such Director) be ratified, approved and confirmed and adopted in all respects; and
(e) the registered office provider of the Company be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the matters approved herein.”
“2. THAT the board of directors of the Company be and is hereby authorised, in its absolute discretion, to effect one or more further share consolidations of the issued and unissued shares in the share capital of the Company (namely, both class A ordinary shares and class B ordinary shares) (each, a “Further Share Consolidation”), at any one time or on multiple occasions during the period of two (2) years from the date of the EGM, on the following terms:
(a) each Further Share Consolidation shall be effected at a consolidation ratio of not less than two (2) to one (1) and not greater than five hundred (500) to one (1) (the “Range”), with (i) the exact consolidation ratio for each Further Share Consolidation to be set at a specific whole number within the Range, and (ii) the effective date and time of each Further Share Consolidation, in each case to be determined by the board of directors of the Company in its absolute discretion, provided that the cumulative consolidation ratio of all Further Share Consolidations effected pursuant to this resolution shall not exceed five hundred (500) to one (1) in the aggregate (the “Consolidation Ratio Cap”), provided further that, for the avoidance of doubt, the Share Consolidation effected pursuant to resolution 1 above shall not count towards, and shall not consume any part of, the Consolidation Ratio Cap, and provided further that the shares resulting from each Further Share Consolidation shall have the rights and be subject to the restrictions (save as to par value) set out in the Third Amended and Restated Memorandum and Articles of Association of the Company;
(b) all fractional share(s) will not be issued to the shareholders of the Company in connection with any Further Share Consolidation and the Company is, to the extent permissible under applicable laws, regulations and the memorandum and articles of association of the Company, authorised to round up any fractional shares resulting from a Further Share Consolidation such that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from such Further Share Consolidation;
(c) the board of directors of the Company be and is hereby granted with full authority to determine the effective date and time of each Further Share Consolidation, failing which this resolution shall not take any effect in respect of the relevant Further Share Consolidation;
(d) each director of the Company (the “Director”) be, and hereby is, authorized, approved and directed, on behalf of the Company, to execute such further documents and take such further actions as such Director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of this resolution, including without limitation, to cancel any old share certificate(s) and to issue and execute any new share certificate(s) representing the consolidated shares of the Company, and any and all actions already taken by such Director in connection with this resolution (including his/her prior execution and delivery of any document by such Director) be ratified, approved and confirmed and adopted in all respects; and
(e) the registered office provider of the Company be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the matters approved herein.”
The board of directors of the Company has fixed the close of business on 9 October 2026 (Hong Kong Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the EGM or any adjournment thereof. Holders of record of the Company’s issued shares at the close of business on the Record Date or their proxy holders are entitled to attend, and to vote at, the EGM and any adjournment thereof. Your vote is important. Whether or not you expect to attend the EGM, we request that you submit your proxy card or voting instructions as promptly as possible.
This Notice and the accompanying form of proxy are also available on the website of the Company at https://www.neo-ig.com/.
| By Order of the Board of Directors, | |
| Neo-Concept International Group Holdings Limited | |
| /s/ Jiang Pengfei | |
| Jiang Pengfei | |
| Chairman of the Board and Chief Executive Officer | |
| October 16, 2026 |
Exhibit 99.2
* SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999 - 9999 VOTE BY INTERNET Go to https : //ts . vstocktransfer . com/pxlogin and log in using the below control number . Voting will be open until 11 : 59 p . m . , Eastern Time, October 27 , 2026 . CONTROL # VOTE BY EMAIL Mark, sign, date and scan your proxy card and email it to vote@vstocktransfer . com VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided . VOTE IN PERSON If you would like to vote in person, please attend the Extraordinary General Meeting to be held at 3 : 00 p . m . on October 29 , 2026 (Hong Kong time and date) at 10 /F, Seaview Centre, 139 - 141 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong . Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Extraordinary General Meeting Proxy Card - Neo - Concept International Group Holdings Limited DETACH PROXY CARD HERE TO VOTE BY MAIL THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED RESOLUTIONS. FOR AGAINST ABSTAIN 1. Ordinary Resolution — THAT with effect from such date and time to be determined by the board of directors of the Company which in any event shall not be later than 31 December 2026 (the “Effective Date”) : (a) every two ( 2 ) to every four hundred ( 400 ) issued and unissued shares (namely, both class A ordinary shares of par value US $ 0 . 0025 each and class B ordinary shares of par value US $ 0 . 0025 each) in the share capital of the Company (the “Range”), with the exact ratio to be set at a specific number within the Range to be determined by the board of directors of the Company in their discretion by not later than the Effective Date (the “Consolidation Ratio”), be consolidated into one ( 1 ) share (the “Consolidated Share(s)”), and such Consolidated Share(s) shall have the rights and be subject to the restrictions set out in the Third Amended and Restated Memorandum and Articles of Association of the Company (the “Share Consolidation”), and that the board of directors of the Company be and is hereby granted with full authority to determine the Consolidation Ratio by not later than the Effective Date ; (b) all fractional Consolidated Share(s) will not be issued to the shareholders of the Company and the Company is, to the extent permissible under applicable laws, regulations and the memorandum and articles of association of the Company, authorised to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from the Share Consolidation ; (c) the board of directors of the Company be and is hereby granted with full authority to determine the Effective Date, failing which this resolution shall not take any effect ; (d) each director of the Company (the “Director”) be, and hereby is, authorized, approved and directed, on behalf of the Company, to execute such further documents and take such further actions as such Director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of this resolution, including without limitation, to cancel any old share certificate(s) and to issue and execute any new share certificate(s) representing the consolidated shares of the Company, and any and all actions already taken by such Director in connection with this resolution (including his/her prior execution and delivery of any document by such Director) be ratified, approved and confirmed and adopted in all respects ; and (e) the registered office provider of the Company be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the matters approved herein . 2. Ordinary Resolution — THAT the board of directors of the Company be and is hereby authorised, in its absolute discretion, to effect one or more further share consolidations of the issued and unissued shares in the share capital of the Company (namely, both class A ordinary shares and class B ordinary shares) (each, a “Further Share Consolidation”), at any one time or on multiple occasions during the period of two ( 2 ) years from the date of the EGM, on the following terms : (a) each Further Share Consolidation shall be effected at a consolidation ratio of not less than two ( 2 ) to one ( 1 ) and not greater than five hundred ( 500 ) to one ( 1 ) (the “Range”), with (i) the exact consolidation ratio for each Further Share Consolidation to be set at a specific whole number within the Range, and (ii) the effective date and time of each Further Share Consolidation, in each case to be determined by the board of directors of the Company in its absolute discretion, provided that the cumulative consolidation ratio of all Further Share Consolidations effected pursuant to this resolution shall not exceed five hundred ( 500 ) to one ( 1 ) in the aggregate (the “Consolidation Ratio Cap”), provided further that, for the avoidance of doubt, the Share Consolidation effected pursuant to resolution 1 above shall not count towards, and shall not consume any part of, the Consolidation Ratio Cap, and provided further that the shares resulting from each Further Share Consolidation shall have the rights and be subject to the restrictions (save as to par value) set out in the Third Amended and Restated Memorandum and Articles of Association of the Company ; (b) all fractional share(s) will not be issued to the shareholders of the Company in connection with any Further Share Consolidation and the Company is, to the extent permissible under applicable laws, regulations and the memorandum and articles of association of the Company, authorised to round up any fractional shares resulting from a Further Share Consolidation such that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from such Further Share Consolidation ; (c) the board of directors of the Company be and is hereby granted with full authority to determine the effective date and time of each Further Share Consolidation, failing which this resolution shall not take any effect in respect of the relevant Further Share Consolidation ; (d) each director of the Company (the “Director”) be, and hereby is, authorized, approved and directed, on behalf of the Company, to execute such further documents and take such further actions as such Director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of this resolution, including without limitation, to cancel any old share certificate(s) and to issue and execute any new share certificate(s) representing the consolidated shares of the Company, and any and all actions already taken by such Director in connection with this resolution (including his/her prior execution and delivery of any document by such Director) be ratified, approved and confirmed and adopted in all respects ; and (e) the registered office provider of the Company be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the matters approved herein . Date Signature Signature, if held jointly Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. To change the address on your account, please check the box at right and indicate your new address. * SPECIMEN * AC:ACCT9999
NEO - CONCEPT INTERNATIONAL GROUP HOLDINGS LIMITED EXTRAORDINARY GENERAL MEETING OCTOBER 29, 2026 AT 3:00 P.M. (HONG KONG TIME) This proxy is furnished in connection with the solicitation by the board of directors of Neo - Concept International Group Holdings Limited (the “Company”), of proxies for the extraordinary general meeting of the Company (the “EGM”) to be held at 3 : 00 p . m . on October 29 , 2026 (Hong Kong time and date) at 10 /F, Seaview Centre, 139 - 141 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, and at any adjournment(s) thereof, for the purposes set forth in the accompanying notice of EGM (the “EGM Notice”) . The board of directors of the Company has fixed the close of business on October 9 , 2026 (Eastern Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the EGM or any adjournment thereof . In respect of the resolution requiring shareholders’ vote at the EGM, each holder of the Company’s Class A Ordinary Shares is entitled to one vote per Class A Ordinary share and each holder of the Company’s Class B Ordinary Shares is entitled to 30 votes per Class B Ordinary Share . The quorum of the EGM consists of two ( 2 ) shareholders entitled to vote and present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy representing not less than one - third ( 1 / 3 ) in nominal value of the total issued voting shares in the Company throughout the meeting . No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless the requisite quorum shall be present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting . This form of proxy and the accompanying EGM Notice will be first sent to the shareholders of the Company on or about October 16 , 2026 . The shares represented by all properly executed proxies returned to the Company in accordance with the existing third amended and restated articles of association of the Company will be voted at the EGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his or her discretion . Where the chairman of the EGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolution . As to any other business that may properly come before the EGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion . The Company does not presently know of any other business that may come before the EGM . Any person giving a proxy has the right to revoke it by (i) submitting a written notice of revocation or a fresh proxy form, as the case may be, bearing a later date, which must be received by the Company no later than 48 hours before the time appointed for the holding of the EGM or at any adjournment thereof unless otherwise provided in the articles of association of the Company, or (ii) by voting in person at the EGM . DETACH PROXY CARD HERE TO VOTE BY MAIL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I/We, * (Name) of (Address) being the registered holder(s) of Neo - Concept International Group Holdings Limited (the “Company”), hereby appoint the Chairman of the Extraordinary General Meeting or of as my/our proxy to attend and act for me/us at the Extraordinary General Meeting and at any adjournment(s) thereof, to vote for me/us as indicated below or on any resolution or motion which is proposed thereat, or if no such indication is given, as my/our proxy thinks fit . If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the proxy desired in the space provided . A member who is the holder of two or more shares may appoint one or more proxies to attend and vote in his or her stead . ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT . IMPORTANT : IF YOU WISH TO VOTE FOR EACH RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR . ” IF YOU WISH TO VOTE AGAINST EACH RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST . ” IF YOU WISH TO ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN" . Failure to complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion . Your proxy will also be entitled to vote at his or her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting . Electronic Delivery of Future Proxy Materials : If you would like to reduce the costs incurred by Neo - Concept International Group Holdings Limited in mailing materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet . To sign up for electronic delivery, please vote online and once your vote is cast you will have the option to enter your email information, or if submitting via Mail please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically in future mailings for this issuer : Email Address : (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)