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: 001-42483
TJGC Group Limited
(Registrant’s Name)
Unit F, 12/F
Kaiser Estate
Phase 1
41 Man Yue Street
Hunghom, 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 TJGC Group Limited, a British Virgin Islands business company (the
“Company”), the Company hereby furnishes the following documents:
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Notice of Extraordinary General Meeting of Shareholders dated July 23, 2026 |
| 99.2 |
|
Form of Proxy of Extraordinary General Meeting of Shareholders |
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.
| |
TJGC Group Limited |
| |
|
| Date: July 23, 2026 |
By: |
/s/ Guo Bin |
| |
Name: |
Guo Bin |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TJGC
GROUP Limited
(Incorporated in the British Virgin Islands with limited liability)
(NASDAQ Ticker: TJGC)
NOTICE OF EXTRAORDINARY GENERAL MEETING
to be held on August 6, 2026
(or any adjourned meeting thereof)
NOTICE IS HEREBY GIVEN that an
extraordinary general meeting (the “EGM”) of TJGC Group Limited (the “Company” or
“MSGY”) will be held at 15:00 on August 6, 2026 (Hong Kong time and date) at Unit F, 12/F, Kaiser Estate,
Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong, for the purposes of considering and, if thought fit, approving and passing
the following resolutions that with effect from such date and time to be determined by the board of directors of the Company (the
“Board”) which in any event shall not be later than August 31, 2026 (the “Effective
Date”):
To approve as resolutions
of the shareholders:
| (a) | the composition of the maximum number of shares the Company is authorized to issue be changed from
an unlimited number of Shares with no par value each divided into six classes of shares, comprising (i) Ordinary shares of no par
value, (ii) Class A preferred shares of no par value, (iii) Class B preferred shares of no par value, (iv) Class C preferred shares
of no par value, (v) Class D preferred shares of no par value, and (vi) Class E preferred shares of no par value) to an unlimited
number of Shares with no par value each divided into seven classes of shares, comprising (i) Class A ordinary shares of no par value
(the “Class A Ordinary Shares”), (ii) Class B ordinary shares of no par value (the “Class B Ordinary
Shares”), (iii) Class A preferred shares of no par value, (iv) Class B preferred shares of no par value, (v) Class C
preferred shares of no par value, (vi) Class D preferred shares of no par value, and (vii) Class E preferred shares of no par value
(the “Change of Authorised Share Composition”); |
| (b) | the Board be hereby authorized and granted with full
authority to determine the Effective Date failing which the Change of Authorised Share Composition shall not take any effect; |
| (c) | subject to and contemporaneously
upon the Change of Authorised Share Composition taking effect, (i) 476,667 issued ordinary shares of no par value registered in the name
of Wei Jinchan be re-designated as 476,667 issued Class B Ordinary Shares, credited as fully paid, with all rights, restrictions and
privileges as set out in the ARM&A (as defined below); and (ii) the remaining 9,623,356 issued ordinary share of no par value registered
in be re-designated as issued Class A Ordinary Shares, credited as fully paid with all rights, restrictions and privileges as set out
in the ARM&A (the “Share Redesignations”); and |
| (d) | subject to and conditional upon shareholders’ approvals
of the Change of Authorised Share Composition, the amended and restated memorandum of association and articles of association
of the Company (the “ARM&A”) be approved and adopted in its entirety and in substitution for and to the exclusion
of the existing memorandum and articles of association of the Company filed on November 11, 2025 (the “Existing M&A”); |
| |
(e) |
each director be, and hereby is, authorized, approved and directed severally, for and 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 the Change of Authorised Share Composition, the Share Redesignations and related matters, including without limitation, to update the register of members of the Company, to cancel any old share certificate(s) and to issue and execute any new share certificate(s) reflecting the Change of Authorised Share Composition and the Share Redesignations, and any and all actions already taken by such director in connection with the Change of Authorised Share Composition, the Share Redesignations and related matters (including his/her prior execution and delivery of any document by such director) be ratified, approved and confirmed and adopted in all respects; and |
| |
|
|
| |
(f) |
each director and the registered agent of the Company be hereby authorized and instructed severally to make all such filings with the Registrar of Corporate Affairs in the British Virgin Islands to implement and give effect to the matters approved herein.” |
Please refer to Exhibit 3.1
hereto for the ARM&A containing the amendments to the Existing M&A, proposed to be adopted at the EGM.
The Board has fixed the close
of business on July 16, 2026 (Hong Kong Time) as the record date (the “Record Date”) for determining the
shareholders entitled to receive notice of and to attend and 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.
| |
By Order of the Board of Directors, |
| |
|
| |
TJGC Group Limited |
| |
|
| |
/s/ Guo Bin |
| |
Guo Bin |
| |
Chief Executive Officer |
| July 23, 2026 |
|
Exhibit 99.2
|
* SPECIMEN *
1 MAIN STREET
ANYWHERE PA 99999-9999
|
VOTE ON INTERNET
Go to http://www.vstocktransfer.com/proxy
Click on Proxy Voter Login and log-on
using the below control number. Voting will be open until 11:59 p.m. (Eastern Time) on August 5, 2026.
CONTROL #
VOTE BY EMAIL
Mark, sign and date your proxy card
and return 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 be held at 15:00 on August 6, 2026 (Hong Kong time and date) at Unit F, 12/F, Kaiser Estate,
Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong.
|
Please Vote, Sign, Date and Return
Promptly in the Enclosed Envelope.
Extraordinary General Meeting -
TJGC Group Limited
▼ DETACH
PROXY CARD HERE TO VOTE BY MAIL ▼
THE BOARD RECOMMENDS
A VOTE“FOR” THE LISTED RESOLUTIONS.
| 1. | THAT AS SPECIAL RESOLUTIONS:- (a) the composition of the
authorised shares of the Company be changed from an unlimited number of Shares with no par value each divided into six classes of shares,
comprising (i) Ordinary shares of no par value, (ii) Class A preferred shares of no par value, (iii) Class B preferred shares of no par
value, (iv) Class C preferred shares of no par value, (v) Class D preferred shares of no par value, and (vi) Class E preferred shares
of no par value) to an unlimited number of Shares with no par value each divided into seven classes of shares, comprising (i) Class A
ordinary shares of no par value (the “Class A Ordinary Shares”), (ii) Class B ordinary shares of no par value (the “Class
B Ordinary Shares”), (iii) Class A preferred shares of no par value, (iv) Class B preferred shares of no par value, (v) Class C
preferred shares of no par value, (vi) Class D preferred shares of no par value, and (vii) Class E preferred shares of no par value (the
“Change of Authorised Share Composition”); (b) the Board be and is hereby authorized and granted with full authority to determine
the Effective Date failing which the Change of Authorised Share Composition shall not take any effect; (c) contemporaneously upon the
Change of Authorised Share Composition taking effect, (i) 476,667 issued ordinary shares of no par value registered in the name of Wei
Jinchan be re-designated as 476,667 issued Class B Ordinary Shares, credited as fully paid (the “Share Redesignations”),
with all rights, restrictions and privileges as set out in the ARM&A (as defined below); and (ii) the remaining 9,623,356 issued
ordinary share of no par value registered in be re-designated as issued Class A Ordinary Shares, credited as fully paid with all rights,
restrictions and privileges as set out in the ARM&A; and (d) subject to and conditional upon shareholders’ approvals of the
Change of Authorised Share Composition and the Share Redesignations and contemporaneously upon the Change of Authorised Share Composition
and the Share Redesignations taking effect, the amended and restated memorandum of association and articles of association of the Company
(the “ARM&A”) be approved and adopted in its entirety and in substitution for and to the exclusion of the existing memorandum
and articles of association of the Company filed on 11 November 2025; (e) each Director be, and hereby is, authorized, approved and directed
severally, for and 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 the change of Authorised Share Composition, the
Share Redesignations and related matters, including without limitation, to update the register of members of the Company, to cancel any
old share certificate(s) and to issue and execute any new share certificate(s) representing the change of Authorised Share Composition
and the Share Redesignations, and any and all actions already taken by such Director in connection with the change of Authorised Share
Composition, the Share Redesignations and related matters (including his/her prior execution and delivery of any document by such Director)
be ratified, approved and confirmed and adopted in all respects; and (f) the registered office provider and the transfer agent of the
Company be and are hereby instructed to make all such filings with the Registrar of Companies in the British Virgin Islands to implement
and give effect to the matters approved herein. |
☐ FOR ☐ AGAINST
☐ ABSTAIN
| 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 the 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 |
90.00 |
TJGC GROUP LIMITED
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON
AUGUST 06, 2026, AT 15:00
(HONG KONG TIME AND DATE)
This form of proxy is furnished
in connection with the solicitation by the board of directors of TJGC Group Limited (the “Company”), of proxies for the extraordinary
general meeting of the Company (the “EGM”) to be held at 3:00 p.m. on August 06, 2026 (Hong Kong time and date) at Unit F,
12/F, Kaiser Estate, Phase 1, 41 Man Yue Street, Hunghom, 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 July 16, 2026 (Hong Kong Time) as the record date (the “Record
Date”) for determining the shareholders entitled to receive notice of and to attend and vote at the EGM or any adjournment thereof.
Only holders of record of the Company’s 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.
In
respect of the matters requiring shareholders' vote at the EGM, each holder of the Company's ordinary shares of no par value is entitled
to one vote per share. The quorum of the EGM consists of a single shareholder or proxy not less than 50 per cent of the votes of the
shares of the Company entitled to vote on resolutions of members to be considered at the meeting. If within two hours from the time appointed
for the meeting a quorum is not present, the meeting shall be dissolved or stand adjourned to the next business day in the jurisdiction
in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine,
and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less
than one third of the votes of the shares of the Company to vote on the matters to be considered by the meeting, those present shall
constitute a quorum. For resolutions of members, they will be passed by the affirmative vote of a majority of the votes of the shares
of the Company entitled to vote at a duly convened and constituted meeting of the shareholders. This form of proxy and the accompanying
EGM Notice will be first sent to the shareholders of the Company on or about July 27, 2026.
The
shares represented by all properly executed proxies returned to the Company in accordance with the existing amended and restated articles
of association of the Company filed on November 11, 2025 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 resolutions. 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 way be, bearing a later date, which must be received by the Company not less
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 TJGC Group Limited (the “Company”), hereby appoint the Chairman of the EGM or
___________________________ of ______________________________________ as my/our proxy to attend and act for me/us at the
EGM 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 EGM 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 THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE 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 EGM other than those referred to in the notice convening the EGM.
Electronic Delivery of
Future Proxy Materials. If you would like to reduce the costs incurred by TJGC Group 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 provide your email address below and check here to indicate you consent to receive or access proxy materials electronically
in future years. ☐
Email Address: __________________________
PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE
(Continued and To be Signed on Reverse Side)
