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 ☐
Submission
of Matters to a Vote of Security Holders.
On
October 29, 2026, Neo-Concept International Group Holdings Ltd (the “Company”) held the Company’s Extraordinary
General Meeting (the “EGM”) at 3:00 p.m. (Hong Kong time and date) at 10/F, Seaview Centre, 139-141 Hoi Bun Road,
Kwun Tong, Kowloon, Hong Kong. On October 9, 2026 (the “Record Date”), the record date for the EGM, there were 3,941,952 Class A ordinary shares and 140,000 Class B ordinary shares issued and outstanding and entitled to vote at the EGM. 462,432 Class A ordinary
shares each carrying one vote and 140,000 Class B ordinary shares each carrying thirty votes, representing a total of 4,662,432 votes,
were represented in person or by proxy, constituting a quorum. Two items of business were acted upon by the Company’s shareholders
at the EGM, each of which was approved by the shareholders. The first item of business was a resolution (“Resolution 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. |
The
voting results on Resolution 1 were as follows:
For (Votes) | |
Against (Votes) | |
Abstain (Votes) |
| 4,640,935 | |
10,045 | |
11,452 |
The
second item of business acted upon by the Company’s shareholders at the EGM was a resolution (“Resolution 2”), which
was also approved by the shareholders, 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 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
voting results on Resolution 2 were as follows:
For (Votes) | |
Against (Votes) | |
Abstain (Votes) |
| 4,637,917 | |
10,463 | |
14,052 |
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.
| |
Neo-Concept
International Group Holdings Limited |
| |
|
| Date:
October 29, 2026 |
By: |
/s/
Jiang Pengfei |
| |
Name:
|
Jiang
Pengfei |
| |
Title: |
Chairman
of the Board and Chief Executive Officer |
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