U-BX Technology (UBXG) relies on Nasdaq home country governance exemption
Rhea-AI Filing Summary
U-BX Technology Ltd. has elected to rely on the home country practice exemption under Nasdaq Listing Rule 5615(a)(3) for certain corporate governance matters. As a Cayman Islands company listed on the Nasdaq Capital Market, it may follow Cayman corporate governance practices instead of some Nasdaq Rule 5600 Series requirements.
The company’s Cayman Islands counsel, Ogier, provided a letter confirming Cayman law and U-BX’s memorandum and articles do not prohibit these governance practices, and this letter is filed as Exhibit 99.1. Apart from these exempted areas, the company states its corporate governance practices do not significantly differ from those of U.S. domestic Nasdaq-listed companies.
Positive
- None.
Negative
- None.
Key Terms
home country practice exemption regulatory
Nasdaq Listing Rule 5615(a)(3) regulatory
Foreign Private Issuer regulatory
Nasdaq Marketplace Rule 5600 Series regulatory
corporate governance listing standards financial
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 Number: 001-41987
U-BX Technology Ltd.
(Exact name of registrant as specified in its charter)
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
(Address of principal executive offices)
(Name, Telephone, email and/or fax number and address of Company Contact Person)
Indicate by check mark whether the registrant file 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 Form 6-K Report
APPLICATION OF HOME COUNTRY PRACTICE RULES
This current report on Form 6-K is being filed to disclose that U-BX Technology Ltd. (the “Company”) has elected to rely on the home country practice exemption under Nasdaq Listing Rule 5615(a)(3) with respect to the following matters:.
As a company incorporated in the Cayman Islands that is listed on the Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer to follow its home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Pursuant to the home country practice exemption set forth under Nasdaq Marketplace Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, the Company elected to be exempted from the requirements as follows:
| (i) | Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with the acquisition of the stock or assets of another company; |
| (ii) | Nasdaq Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company that will result in a change of control of the company; |
| (iii) | Nasdaq Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with equity-based compensation of officers, directors, employees or consultants; and |
| (iv) | Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein. |
The Company's Cayman Islands counsel, Ogier, has provided a letter, as required by The Nasdaq Stock Market, certifying that, under Cayman Islands law and the Company’s currently effective memorandum and articles of association, the Company is not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s Cayman Islands counsel is attached hereto as Exhibit 99.1.
Except for the foregoing, there are no significant differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Home Country Exemption Letter |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| U-BX Technology Ltd. | ||
| Date: April 27, 2026 | ||
| By: | /s/ Jian Chen | |
| Name: | Jian Chen | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
| The NASDAQ Capital Market | D: +852 3656 6054 +852 3656 6010 | |
| E: nathan.powell@ogier.com cecilia.li@ogier.com | ||
| Ref: NMP/CQL/511047.00006 | ||
| 26 April 2026 |
U-BX Technology Ltd. (the Company)
We act as legal counsel to the Company for matters of Cayman Islands law only.
We understand that:
| 1 | the Company is trading on the NASDAQ Capital Market under terms of the NASDAQ Listing Rules (the Listing Rules and each a Listing Rule); |
| 2 | subject to certain exceptions, Listing Rule 5615(a)(3) allows a Foreign Private Issuer (as defined in the Listing Rules) to follow its home country practices; and |
| 3 | the Company has elected to follow practices that may be adopted: (a) by exempted companies incorporated under the Companies Act (Revised) of the Cayman Islands (the Companies Act); and (b) pursuant to the Memorandum and Articles, in lieu of certain requirements of the Rule 5600 Series (as defined in the Listing Rules) listed and described in Schedule 2 (the Relevant Practices). |
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the documents listed in Schedule 1 (the Documents). A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the Documents. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting, the Company or any other person, save for the examinations expressly referred to in Schedule 1.
|
Ogier
Floor 11 Central Tower
T +852 3656 6000 |
Partners |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ |
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 3 without having carried out any independent investigation or verification in respect of those assumptions.
| 3 | Opinion |
On the basis of the examinations referred to above and subject to the assumptions set forth in Schedule 3, the qualifications set forth in Schedule 4 and the limitations set forth below, we are of the opinion that the Relevant Practices are not prohibited by:
| (a) | the terms of the Memorandum and Articles; or |
| (b) | the laws of the Cayman Islands as they apply to the Company. |
| 4 | Matters not covered |
| 4.1 | We offer no opinion as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction. Specifically, we have made no independent investigation of the laws of the United States of America or the Listing Rules. |
| 4.2 | We express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Who can rely on this opinion |
This opinion is given for your benefit and with the exception of your professional advisers (acting only in that capacity), it may not be disclosed to or relied upon by any person or used for any other purpose or referred to or made public in any way without our prior written consent.
| Yours faithfully | |
| /s/ Ogier | |
| Ogier |
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Schedule 1
Documents examined
| 1 | The certificate of incorporation of the Company dated 30 June 2021 issued by the Cayman Islands Registrar of Companies (the Certificate of Incorporation). |
| 2 | The certificate of incorporation on change of name of the Company dated 11 October 2021 issued by the Cayman Islands Registrar of Companies (the Certificate of Change of Name). |
| 3 | The fourth amended and restated memorandum and articles of association of the Company adopted by way of a special resolution passed by the shareholders at the annual general meeting held on 4 November 2025 and filed with the Cayman Islands Registrar of Companies on 13 November 2025 (together, the Memorandum and Articles). |
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Schedule 2
We are instructed that the Company has elected to follow the Relevant Practices in lieu of the following requirements of the Rule 5600 Series. The summaries of each Listing Rule below have been provided to us by the Company.
| 1 | Listing Rule 5635(a), pursuant to which companies listed on NASDAQ are required to obtain shareholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if: |
where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash:
| (a) | the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or |
| (b) | the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities; or |
any director, officer or Substantial Shareholder (as defined by Listing Rule 5635(e)(3)) of the Company has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the Company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more.
| 2 | Listing Rule 5635(b), pursuant to which Companies listed on NASDAQ are required to obtain shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company. |
| 3 | Listing Rule 5635(c), pursuant to which companies listed on NASDAQ are required to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan or other equity compensation arrangement is established or materially amended. |
| 4 | Listing Rule 5635(d), pursuant to which companies listed on NASDAQ are required to obtain shareholder approval for a transaction involving the sale, issuance or potential issuance of common stock or securities convertible into or exercisable for common stock, which alone or together with sales by officers, directors, or substantial shareholders, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance at a price less than the lower of (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. |
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Schedule 3
Assumptions
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Certificate of Incorporation, the Certificate of Change of Name and the Memorandum and Articles is accurate and complete as at the date of this opinion. |
| 5 | The Memorandum and Articles are in full force and effect and have not been amended, varied, supplemented or revoked in any respect. |
| 6 | The powers and authority of the directors set out in the Memorandum and Articles have not been varied or restricted in any way by resolution or direction of the shareholders of the Company. |
| 7 | The Relevant Practices have each been duly approved by the Company, including in accordance with the requirements of the Listing Rules. |
| 8 | The Relevant Practices comply with the Listing Rules. |
| 9 | In authorising the approval of the Relevant Practices each director of the Company has acted or will act in good faith with a view to the best interests of the Company and has exercised or will exercise the standard of care, diligence and skill that is required of him or her. |
| 10 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence, the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company. |
| 11 | There is nothing under any law (other than the laws of the Cayman Islands) that would or might affect the opinions herein. |
| 12 | There are no resolutions, agreements, documents or arrangements which affect, amend or vary the actions envisaged in, or the Company’s ability to approve and adopt the Relevant Practices. |
| 13 | The Company has obtained all consents, licences, approvals and authorisations of any governmental or regulatory authority or agency or of any other person that it is required to obtain pursuant to the laws of all relevant jurisdictions (other than those of the Cayman Islands) to ensure the legality, validity, enforceability, proper performance and admissibility in evidence of the Relevant Practices. Any conditions to which such consents, licences, approvals and authorisations are subject have been, and will continue to be, satisfied or waived by the parties entitled to the benefit of them. |
| 14 | The matters we have been informed of in respect of the Listing Rules as referred to in this opinion (including the application of the same to the Company and the descriptions of the Listing Rules in Schedule 2) and the Company’s obligations and practices adopted in regard to the same are true and accurate in all respects. |
| 15 | The Listing Rules are governed by a law other than the laws of the Cayman Islands. |
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Schedule 4
Qualifications
| 1 | We render no opinion on the Listing Rules themselves, the interpretation thereof or the compliance by the Company of its obligations thereunder. |
| 2 | The laws of the Cayman Islands do not prescribe the Relevant Practices with respect to exempted companies incorporated under the Companies Act such as the Company. |
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