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 April 2026
Commission
File No. 001-41883
Roma
Green Finance Limited
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road
Wanchai,
Hong Kong
(Address
of principal executive offices)
Luk
Huen Ling Claire, CEO
Tel:
+ 852 2529 6878
Email:
claireluk@roma-international.com
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road
Wanchai,
Hong Kong
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
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.
Roma
Green Finance Limited (the “Company”) held an extraordinary general meeting of shareholders (the “2026 Extraordinary
Meeting”) on April 15, 2026, at 11 a.m. Hong Kong Time (April 14, 2026 at 11 p.m. U.S. Eastern Time), at Rooms 1101-4, 11/F Harcourt
House, 39 Gloucester Road, Wanchai, Hong Kong.
Holders
of 3,796,815 Class A ordinary shares and holders of 6,071,104 Class B ordinary shares issued and outstanding and entitled to vote
as of the record date of March 19, 2026, were present in person or by proxy, voted at the 2026 Extraordinary Meeting, representing 75.79%
of the total voting power shares voted. As a result, two or more shareholders representing not less than one-third of the total voting
rights attached to the total issued voting shares in the Company, were presented in person or by proxy throughout the 2026 Extraordinary
Meeting, constituting a quorum. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to
twenty five (25) votes. The final voting results for the proposal submitted to a vote of shareholders at the 2026 Extraordinary Meeting
are as follows:
RESOLVED
AS AN ORDINARY RESOLUTION THAT:
| (i) | the
consolidation of each of the issued and unissued class A ordinary shares of a par value of
US$0.001 each (“Class A Shares”), class B ordinary shares of a par value of US$0.001
each (“Class B Shares”) and undesignated shares of a par value of US$0.001 each
at a ratio of not less than one (1)-for two-(2) and not more than one (1)-for- two hundred
and fifty (250) (the “Range”), with the exact ratio to be set at a whole number
within the Range and the exact date to be determined by the board of directors (the “Board”)
in its sole discretion by no later than October 12, 2026, being 180 days after the date of
the 2026 Extraordinary Meeting is hereby approved (the “Share Consolidation”); |
| | | |
| (ii) | the
Board is authorized at its absolute and sole discretion to either (i) implement the Share
Consolidation and determine the exact ratio of the Share Consolidation and effective date
of such Share Consolidation by no later than October 12, 2026, being 180 days after the date
of the 2026 Extraordinary Meeting or (ii) elect not to implement the Share Consolidation,
and any one director (the “Director”) or officer of the Company be and is hereby
authorized, for and on behalf of the Company, to do all such other acts or things necessary
or desirable to implement, carry out and give effect to the Share Consolidation, if and when
deemed advisable by the Board in its sole discretion; and |
| | | |
| (iii) | the
Directors are hereby authorized to settle as they consider expedient any difficulty which
arises in relation to the Share Consolidation including, but without prejudice to the generality
of the foregoing, in respect of any fractional entitlements to the issued consolidated shares
resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for
the time being standing to the credit of any reserve or fund of the Company (including its
share premium account and profit and loss account) whether or not the same is available for
distribution and applying such sum in paying up unissued shares to be issued to shareholders
of the Company to round up any fractions of shares issued to or registered in the name of
such shareholders of the Company following or as a result of the Share Consolidation or (b)
arranging for the sale of any consolidated shares representing fractions and the distribution
of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion
amongst the shareholders of the Company who would have been entitled to the fractions, and
for this purpose the Directors may authorize some persons to transfer the consolidated shares
representing fractions to the purchaser of such shares (who will not be bound to see to the
application of the purchase money) or the Company.” |
(collectively,
the “Share Consolidation Proposal”)
| For |
Against |
Abstain |
| 155,573,232 |
|
983 |
|
200 |
Accordingly,
the Share Consolidation Proposal has been approved.
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.
Dated:
April 16, 2026
| |
Roma
Green Finance Limited |
| |
|
|
| |
By: |
/s/
Luk Huen Ling Claire |
| |
Name:
|
Luk
Huen Ling Claire |
| |
Title: |
Chairlady,
Executive Director and Chief Executive Officer |
