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Smart Logistics Global (NASDAQ: SLGB) wins backing for dual-class shares and share consolidation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Smart Logistics Global Limited reports that shareholders approved all six proposals at the July 10, 2026 annual general meeting, with quorum of 42,077,426 ordinary shares representing 93.5% of the 45,000,000 votes outstanding as of June 10, 2026.

Shareholders re-elected directors, each receiving approximately 99.9% of votes cast in favor. They also approved a dual-class structure by re-designating the authorized 156,000,000,000 shares into 155,900,000,000 Class A Ordinary Shares with one vote per share and 100,000,000 Class B Ordinary Shares with 50 votes per share.

The meeting authorized the re-designation of 20,000,000 Existing Shares held by ASL Ventures Limited into Class B Ordinary Shares, with remaining issued shares becoming Class A Ordinary Shares on a one-for-one basis. A new amended and restated memorandum and articles of association reflecting the dual-class structure was adopted, and a share consolidation at a ratio between one-for-five and one-for-one hundred, with exact ratio and timing to be set by the board within three years, was also approved.

Positive

  • None.

Negative

  • Creation of super-voting Class B shares gives 20,000,000 shares held by ASL Ventures Limited 50 votes per share, concentrating voting power relative to economic ownership.

Insights

Shareholders approved a dual-class structure concentrating voting power and authorized a flexible future share consolidation.

The company obtained strong shareholder backing for a dual-class share structure, with over 99.8% of votes cast in favor of key governance resolutions. Authorized capital is now split into Class A shares carrying one vote and Class B shares carrying fifty votes each. 20,000,000 Existing Shares held by ASL Ventures Limited convert into Class B, increasing that holder’s voting influence relative to its economic stake.

Investors now face a capital structure where a defined holder has enhanced voting power through high-vote Class B shares, while the broader float is in one-vote Class A shares. In addition, a share consolidation in a range from one-for-five to one-for-one hundred may be implemented at the board’s discretion within three years of July 10, 2026, which could change the share count and per-share trading characteristics once an exact ratio and effective date are chosen.

Shares outstanding for voting 45,000,000 votes Outstanding as of June 10, 2026 record date for the annual meeting
Shares present at meeting 42,077,426 ordinary shares Present in person or by proxy at the July 10, 2026 meeting, 93.5% of votes outstanding
Authorized capital after re-designation 156,000,000,000 shares (HK$15,600,000.00) Re-designated into 155,900,000,000 Class A and 100,000,000 Class B shares of HK$0.0001 par value each
Class B voting power 50 votes per share Each Class B Ordinary Share carries fifty votes versus one vote for each Class A share
ASL Ventures Class B allocation 20,000,000 Class B Ordinary Shares Existing Shares held by ASL Ventures Limited re-designated into Class B with 50 votes per share
Support for dual-class amendments 42,023,925 for vs 53,173 against Votes on adopting the new memorandum and articles reflecting dual-class structure, about 99.87% in favor
Share consolidation range 1-for-5 to 1-for-100 Approved range for future consolidation of Class A and Class B shares, ratio and timing set by the board
dual-class share structure financial
"Proposed Amendments to reflect the dual-class share structure and set out the rights"
A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.
Class B Ordinary Shares financial
"100,000,000 Class B Ordinary Shares, each entitled to fifty (50) votes"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
New Memorandum and Articles of Association regulatory
"the New Memorandum and Articles of Association, a copy of which has been produced"
Share Re-Designation financial
"each entitled to fifty (50) votes (the “Share Re-Designation”)"
Share Consolidation financial
"not less than one (1)-for-five (5) and not more than one (1)-for-one hundred (100) (the “Range”), with the exact ratio"
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.
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FAQ

What did Smart Logistics Global Limited (SLGB) shareholders approve at the July 10, 2026 AGM?

Shareholders approved all six proposals, including director re-elections, adoption of a dual-class share structure, a new memorandum and articles of association, and authorization for a future share consolidation within a specified range.

How many Smart Logistics Global (SLGB) shares were represented at the 2026 annual meeting?

At the meeting, 42,077,426 ordinary shares were present in person or by proxy, representing 93.5% of the 45,000,000 votes outstanding as of the June 10, 2026 record date.

What dual-class share structure did SLGB shareholders approve?

Shareholders approved re-designating 156,000,000,000 Existing Shares into 155,900,000,000 Class A shares with one vote each and 100,000,000 Class B shares with 50 votes each, establishing a formal dual-class structure.

How are ASL Ventures Limited’s shares treated in the new SLGB structure?

Upon effectiveness, 20,000,000 Existing Shares held by ASL Ventures Limited become 20,000,000 Class B Ordinary Shares with 50 votes per share, while all remaining issued Existing Shares convert into one-vote Class A Ordinary Shares.

What share consolidation did Smart Logistics Global (SLGB) shareholders authorize?

Shareholders authorized a share consolidation of Class A and Class B shares at a ratio of not less than 1-for-5 and not more than 1-for-100, with the exact ratio and effective date to be set by the board within three years.

How did SLGB shareholders vote on the new memorandum and articles of association?

The new memorandum and articles of association, reflecting the dual-class structure, received 42,023,925 votes for and 53,173 against, with 0.00% abstentions, indicating approximately 99.87% support among shares voted.

Did SLGB’s trading symbol change after the dual-class re-designation?

The company’s Class A Ordinary Shares continue to trade under the symbol “SLGB” on the Nasdaq Capital Market, using the same CUSIP that previously applied to its ordinary shares before the share re-designation.

 

 

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 July 2026

 

Commission File Number: 001-42454

 

SMART LOGISTICS GLOBAL LIMITED

(Registrant’s Name)

 

Unit No. 805, 8th Floor, Capital Centre

151 Gloucester Road,

Wanchai, 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 ☐

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Results of Annual General Meeting of Shareholders

 

At the annual general meeting of shareholders (the “Meeting”) of Smart Logistics Global Limited (the “Company”) convened at July 10, 2026, at 10:00 A.M., Hong Kong Time (10 P.M. Eastern Time on July 9, 2026), at UNIT NO. 805, 8TH FLOOR, CAPITAL CENTRE, 151 GLOUCESTER ROAD, WANCHAI, HONG KONG, the shareholders of the Company adopted resolutions approving all of the six proposals considered at the Meeting. A total of 45,000,000 votes, as of June 10, 2026, the record date, were outstanding. There were present in person or by proxy 42,077,426 ordinary shares voted at the Meeting, which represents 93.5% of the votes of the outstanding ordinary shares in the Company. The results of the votes were as follows.

 

1.Proposal One - AN ORDINARY RESOLUTION THAT IT IS RESOLVED, AS AN ORDINARY RESOLUTION THAT Hue Kwok Chiu, Lo Tai On, Hung Kam Wing, Timmy, Ng Man Li, and Chung Wai Man, be re-elected as directors of the Company, each to serve a term expiring at the annual general meeting in 2027 or until their successors are duly elected and qualified.

 

Hue Kwok Chiu  For   Against   Withheld/
Abstained
 
Total   42,041,179    31,115    890 
Percentage of voted shares:   99.92%   0.07%   0.002%

 

Lo Tai On  For   Against   Withheld/
Abstained
 
Total   42,041,179    31,029    976 
Percentage of voted shares:   99.92%   0.07%   0.002%

 

Hung Kam Wing, Timmy  For   Against   Withheld/
Abstained
 
Total   42,061,179    11,029    976 
Percentage of voted shares:   99.97%   0.03%   0.002%

 

Ng Man Li  For   Against   Withheld/
Abstained
 
Total   42,041,265    31,029    890 
Percentage of voted shares:   99.92%   0.07%   0.002%

 

Chung Wai Man  For   Against   Withheld/
Abstained
 
Total   42,041,265    31,029    890 
Percentage of voted shares:   99.92%   0.07%   0.002%

 

2.Proposal Two - AN ORDINARY RESOLUTION THAT the appointment of Privatco CPA Limited to serve as the independent registered accountant of the Company for the fiscal year ending December 31, 2026 be ratified, confirmed and approved in all respects.

 

   For   Against   Withheld/
Abstained
 
Total   42,042,569    30,615    0 
Percentage of voted shares:   99.93%   0.07%   - 

  

3.Proposal Three - A SPECIAL RESOLUTION THAT:

 

(i) the re-designation and re-classification of all of the 156,000,000,000 shares of a par value HK$0.0001 each (the “Existing Shares”) in the share capital of the Company, whether issued or unissued, into 155,900,000,000 class A ordinary shares of a par value HK$0.0001 each (the “Class A Ordinary Shares”) and 100,000,000 class B ordinary shares of a par value HK$0.0001 each (the “Class B Ordinary Shares”) be and are hereby approved and confirmed, such that the authorized share capital of the Company shall be re-designated and re-classified into HK$15,600,000.00 divided into 155,900,000,000 Class A Ordinary Shares, each entitled to one (1) vote, and 100,000,000 Class B Ordinary Shares, each entitled to fifty (50) votes (the “Share Re-Designation”);

 

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(ii) upon the Share Re-Designation becoming effective, (i) 20,000,000 Existing Shares held by ASL Ventures Limited will be re-designated and re-classified into 20,000,000 Class B Ordinary Shares with 50 votes per Class B Ordinary Share held by ASL Ventures Limited and (ii) the remaining issued Existing Shares will be re-designated and re-classified into Class A Ordinary Shares with 1 vote per Class A Ordinary Share, on a one for one basis;; and

 

(iii) any one director, company secretary, and/or the registered office provider of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Share Re-Designation, including without limitation, updating the register of members of the Company, attending to the necessary filings with the Registrar of Companies in the Cayman Islands.

 

   For   Against   Withheld/
Abstained
 
Total   42,021,011    56,087    100 
Percentage of voted shares:   99.87%   0.13%   0.00%

 

4.Proposal Four - A SPECIAL RESOLUTION THAT, upon the Share Re-Designation becoming effective:

 

(i) the proposed amendments to the existing amended and restated memorandum and articles of association of the Company (the “Proposed Amendments”) to reflect the dual-class share structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares be and are hereby approved;

 

(ii) the new amended and restated memorandum and articles of association of the Company (incorporating the Proposed Amendments) (the “New Memorandum and Articles of Association”), a copy of which has been produced to this meeting and marked “Appendix A”, be and is hereby approved and adopted in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company; and

 

(iii) any one director, company secretary, and/or the registered office provider of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands.

 

   For   Against   Withheld/
Abstained
 
Total   42,023,925    53,173    100 
Percentage of voted shares:   99.87%   0.13%   0.00%

 

The foregoing description of the New Memorandum and Articles of Association is qualified in its entirety by reference to the full text of the New Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

5.Proposal Five – AN ORDINARY RESOLUTION THAT:

 

(i) the consolidation of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares at a ratio of not less than one (1)-for-five (5) and not more than one (1)-for-one hundred (100) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact effective date to be determined by the board of directors of the Company (the “Board”) in its sole discretion within three years after the date of passing of this resolution (the “Share Consolidation”), provided that no fractional share shall arise from the Share Consolidation, be and is hereby approved;

 

(ii) the rounding up of any fractional shares resulting from the Share Consolidation to the nearest whole ordinary share be and is hereby approved; and

 

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(iii) the Board be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation and the transactions contemplated thereunder, including determining the exact ratio within the Range and the exact effective date of the Share Consolidation and instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.

 

   For   Against   Withheld/
Abstained
 
Total   42,026,075    51,165    186 
Percentage of voted shares:   99.88%   0.12%   0.00%

 

6.Proposal Six - AN ORDINARY RESOLUTION THAT the Company adjourn the Annual General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Annual General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

 

   For   Against   Withheld/
Abstain
 
Total   42,025,490    51,608    100 
Percentage of voted shares:   99.88%   0.12%   0.00%

 

Dual Class Structure

 

On July 10, 2026, the Company filed the New Memorandum and Articles of Association with the Companies Register of the Cayman Islands. The change from Ordinary Shares to Class A Ordinary Shares was reflected with the Nasdaq Capital Market and in the marketplace at the open of business on July 10, 2026, whereupon the Class A Ordinary Shares began trading. The Company’s Class A Ordinary Shares continue to trade under the current symbol “SLGB”, with the existing CUSIP number, G82195101, which was assigned to the Company’s ordinary shares prior to the Share Re-designation and was amended to be associated with the Company’s Class A Ordinary Shares.

 

Exhibits

 

Exhibit No.   Exhibit
3.1   Amended and Restated Memorandum and Articles of Association

 

3

 

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.

 

  Smart Logistics Global Limited
     
Date: July 10, 2026 By: /s/ Hue Kwok Chiu
  Name:  Hue Kwok Chiu
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

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