Texxon Holding (NPT) OKs equity plan plus share split and consolidation tools

Rhea-AI Filing Summary

Texxon Holding Limited reported the results of its annual general meeting held on May 22, 2026. Shareholders representing 19,879,682 votes were present, exceeding the quorum requirement out of 22,185,000 ordinary shares outstanding as of April 23, 2026.

All five director nominees — Hui Xu, Bo Ren, Lei Qin, Kang Zhou and Wei Li — were re‑elected by overwhelming support, with each receiving 19,878,461 or more votes in favor. Shareholders also approved the 2026 Equity Incentive Plan and ratified ZH CPA, LLC as auditor for the fiscal year ending June 30, 2026.

In addition, shareholders authorized the board to implement, at its discretion within one year, a share split at a ratio between 1‑to‑1 and 1‑to‑5, and a share consolidation at a ratio between 1‑to‑1 and 20‑to‑1. Related amendments to the memorandum and articles of association tied to these potential actions were also approved by special resolution.

Insights

Governance and capital structure analyst

Texxon secured strong shareholder backing for governance and capital tools.

The AGM shows broad support for existing leadership, with all five directors re‑elected on roughly 19.88 million votes in favor each. Approval of the 2026 Equity Incentive Plan formalizes the framework for share‑based compensation, a common structure for aligning management with shareholder interests.

Shareholders also authorized flexible capital actions. The board can execute a share split between 1‑to‑1 and 1‑to‑5 and a consolidation between 1‑to‑1 and 20‑to‑1, with no fractional shares after consolidation because fractions will be rounded up. The timing and actual use of these tools will depend on future board decisions.

Key Figures

Shares outstanding at record date: 22,185,000 shares Votes represented at AGM: 19,879,682 votes Votes for Hui Xu: 19,878,488 votes +5 more

8 metrics

Shares outstanding at record date 22,185,000 shares Ordinary shares outstanding as of April 23, 2026

Votes represented at AGM 19,879,682 votes Voting power present or by proxy at AGM

Votes for Hui Xu 19,878,488 votes Director election support for Hui Xu

Equity plan approval votes 19,860,578 for / 18,694 against Texxon 2026 Equity Incentive Plan

Auditor ratification votes 19,878,472 for / 975 against Ratification of ZH CPA, LLC

Share split range 1‑to‑1 to 1‑to‑5 Authorized share split ratio range

Share consolidation range 1‑to‑1 to 20‑to‑1 Authorized share consolidation ratio range

Votes for share consolidation 19,873,473 for / 2,428 against Share consolidation proposal

Key Terms

Equity Incentive Plan, Share Split, Share Consolidation, ordinary resolution, +2 more

6 terms

Equity Incentive Plan financial

"that the Texxon Holding Limited 2026 Equity Incentive Plan be approved and adopted."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Share Split financial

"with the final ratio to be determined by the board of directors of the Company (the “Board”) in its sole discretion at any time after approval by the shareholders (the “Share Split”)"

A share split increases the number of a company's outstanding shares while reducing the price of each share proportionally, so an investor’s overall ownership percentage and total value remain the same. It matters because a lower per-share price can make trading easier and attract more buyers or investors, change market perception, and affect liquidity and how shares are handled in stock indexes and option contracts.

Share Consolidation financial

"with the final ratio to be determined by the Board in its sole discretion at any time after approval by the shareholders (the “Share Consolidation”)"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

ordinary resolution regulatory

"By ordinary resolution, that the Texxon Holding Limited 2026 Equity Incentive Plan be approved and adopted."

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

special resolution regulatory

"By special resolution, that, subject to Proposal 4 above being approved at the AGM"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

memorandum and articles of association regulatory

"the memorandum and articles of association of the Company be amended and restated"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

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Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number: 001-42882

Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China, 200335
(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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

The annual general meeting of shareholders of Texxon Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), was held on May 22, 2026 at 9:00 a.m., Beijing Time (May 21, 2026 at 9:00 p.m., Eastern Time), via a virtual meeting (the “AGM”).

At the close of business on April 23, 2026, the record date for the determination of holders of the ordinary shares, who were entitled to vote at the AGM, there were 22,185,000 ordinary shares issued and outstanding, each entitled to one vote per share. At the AGM, shareholders entitled to cast an aggregate of 19,879,682 votes were represented in person or by proxy, exceeding a majority of the total voting power of the ordinary shares entitled to vote at the AGM and constituting a quorum.

At the AGM, the Company’s shareholders approved the following proposals:

Proposal 1 — Director Election Proposal:  By ordinary resolution, that each of Hui Xu, Bo Ren, Lei Qin, Kang Zhou and Wei Li be re-elected as a director of the Company to hold office until the next annual general meeting of the Company, or until the office of such director is otherwise vacated or such director is removed by ordinary resolution in accordance with the articles of association of the Company. 

Proposal 2 — Equity Incentive Plan Proposal:  By ordinary resolution, that the Texxon Holding Limited 2026 Equity Incentive Plan be approved and adopted.

Proposal 3 — Auditor Appointment Ratification Proposal: By ordinary resolution, that the appointment of ZH CPA, LLC as the auditor of the Company for the fiscal year ending June 30, 2026 be ratified.

Proposal 4 — Share Split Proposal: By ordinary resolution, that subject to Proposal 5 below being passed at the AGM, (a) a sub-division of the ordinary shares of the Company, at a ratio of not less than 1-to-1 and not more than 1-to-5, with the final ratio to be determined by the board of directors of the Company (the “Board”) in its sole discretion at any time after approval by the shareholders (the “Share Split”), be and is hereby approved, and (b) the Board be and is hereby authorized to implement the Share Split at its sole discretion at any time prior to the one-year anniversary of the AGM, subject at all times to the Board being authorized, at its sole discretion and without further approval or notice to the shareholders, to determine not to implement the Share Split.

Proposal 5 —Articles Amendment No. 1 Proposal: By special resolution, that, subject to Proposal 4 above being approved at the AGM and the Share Split being implemented by the Board, the memorandum and articles of association of the Company be amended and restated by the deletion in their entirety and the substitution in their place of the memorandum and articles of association in the form attached as Annex B to the notice and proxy statement.

Proposal 6 —Share Consolidation Proposal: By ordinary resolution, that subject to Proposal 7 below being passed at the AGM, (a) a consolidation of the ordinary shares of the Company, at a ratio of not less than 1-to-1 and not more than 20-to-1, with the final ratio to be determined by the Board in its sole discretion at any time after approval by the shareholders (the “Share Consolidation”), be and is hereby approved, (b) the Board be and is hereby authorized to implement the Share Consolidation at its sole discretion at any time prior to the one-year anniversary of the AGM, subject at all times to the Board being authorized, at its sole discretion and without further approval or notice to the shareholders, to determine not to implement the Share Consolidation, and (c) no fractional shares shall be issued in connection with the Share Consolidation and all fractional shares resulting from the Share Consolidation shall be rounded up to the next whole number.

Proposal 7 —Articles Amendment No. 2 Proposal: By special resolution, that, subject to Proposal 6 above being approved at the AGM and the Share Consolidation being implemented by the Board, the memorandum and articles of association of the Company be amended and restated by the deletion in their entirety and the substitution in their place of the memorandum and articles of association in the form attached as Annex B to the notice and proxy statement. 

1

Set forth below are the voting results for each of the proposals:

1. Proposal 1: Director Election

Nominee		For		Against		Abstain
Hui Xu		19,878,488		951		243
Bo Ren		19,878,461		978		243
Lei Qin		19,878,461		978		243
Kang Zhou		19,878,461		978		243
Wei Li		19,878,461		978		243

2. Proposal 2: Equity Incentive Plan

For		Against		Abstain
19,860,578		18,694		410

3. Proposal 3: Auditor Appointment Ratification

For		Against		Abstain
19,878,472		975		235

4. Proposal 4: Share Split

For		Against		Abstain
19,873,473		5,928		281

5. Proposal 5: Articles Amendment No. 1

For		Against		Abstain
19,873,473		5,928		281

6. Proposal 6: Share Consolidation

For		Against		Abstain
19,873,473		2,428		3,781

7. Proposal 7: Articles Amendment No. 2

For		Against		Abstain
19,873,473		2,428		3,781

2

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.

	Texxon Holding Limited
	By:	/s/ Hui Xu
	Name:	Hui Xu
	Title:	Chief Executive Officer
Date: May 28, 2026

3

FAQ

What did Texxon Holding (NPT) shareholders approve at the May 2026 AGM?

Texxon shareholders approved all AGM proposals, including re‑electing five directors, adopting the 2026 Equity Incentive Plan, ratifying ZH CPA, LLC as auditor for the year ending June 30, 2026, and authorizing potential share split, share consolidation, and related amendments to the memorandum and articles of association.

How many Texxon Holding (NPT) shares were eligible to vote at the AGM?

At the record date of April 23, 2026, Texxon had 22,185,000 ordinary shares issued and outstanding, each with one vote. At the AGM, shareholders entitled to cast 19,879,682 votes were represented in person or by proxy, exceeding a majority and forming a valid quorum.

What share split authority did Texxon Holding (NPT) shareholders grant the board?

Shareholders approved a potential share split at a ratio of not less than 1‑to‑1 and not more than 1‑to‑5. The board may implement the split at its sole discretion within one year of the AGM or decide not to proceed without further shareholder approval or notice.

What share consolidation authority did Texxon Holding (NPT) shareholders approve?

Shareholders authorized a consolidation of Texxon’s ordinary shares at a ratio between 1‑to‑1 and 20‑to‑1. The board may implement it within one year of the AGM, will not issue fractional shares, and any fractional amounts from consolidation will be rounded up to the next whole share.

Who is Texxon Holding (NPT)’s auditor after the AGM?

Shareholders ratified the appointment of ZH CPA, LLC as Texxon’s auditor for the fiscal year ending June 30, 2026. This ratification confirms ZH CPA, LLC will audit the company’s financial statements for that fiscal year under the approved mandate.

How strong was support for Texxon Holding (NPT)’s director elections?

Support for all five director nominees was very high. For example, Hui Xu received 19,878,488 votes in favor, 951 against, and 243 abstentions. The other four nominees each received 19,878,461 votes in favor, 978 against, and 243 abstentions, confirming broad backing for the current board.