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 November 2025
Commission
File Number: 001-36363
VISIONSYS
AI INC
2
Hammarskjold Plaza, Room 10B
2nd
Avenue, New York, NY 10017
Tel:
+1 (929) 687-0368
(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 ☐
Submission
of Matters to a Vote of Security Holders.
VisionSys
AI Inc (the “Company”) held its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”)
on November 13, 2025 at 12:00 p.m. Eastern Standard Time at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, NY 10017.
Holders of the Company’s 9,346,113,200 issued and ordinary shares, whether held directly or indirectly through American Depositary
Shares (the “ADSs”), consisting of 8,985,810,250 Class A ordinary Shares and 360,302,950 Class B ordinary shares and constituting
a total of 12,588,839,750 votes, were present in person or by proxy at the Extraordinary General Meeting and were entitled to vote at
the Extraordinary General Meeting as of the record date of October 14, 2025 (the “Record Date”). The 12,588,839,750 votes
represented approximately 84.89% of the total 14,829,779,800 votes outstanding as of the Record Date, being the voting power corresponding
to a total of 11,587,053,250 issued and outstanding ordinary shares (consisting of 11,226,750,300 Class A ordinary shares and 360,302,950
Class B ordinary shares), and therefore constituted a quorum. The final voting results for each matter submitted to a vote of shareholders
at the Extraordinary General Meeting are as follows:
1.
Share Consolidation
At
the Meeting, it was clarified that there was a clerical error in the wording of Proposal 1 as set out in the Notice of Meeting and accompanying
proxy materials. The Chairman noted that Proposal 1 should instead read as follows, and the shareholders present approved this corrected
wording as an ordinary resolution:
The
shareholders approved as an ordinary resolution that every 50 issued and unissued Class A ordinary shares of a par value of US$0.00002
each, every 50 issued and unissued Class B ordinary shares of a par value of US$0.00002 each, and every 50 shares of a par value of US$0.00002
each of such class or classes (however designated) as the board of directors (the “Board” or “Board of Directors”)
may determine in accordance with Article 8 of the currently effective amended and restated articles of association of the Company (the
“Articles of Association”) in the share capital of the Company be consolidated into 1 Class A ordinary share of a par value
of US$0.001, 1 Class B ordinary share of a par value of US$0.001, and 1 ordinary share a par value of US$0.001 as the Board may determine
in accordance with Article 8 of the Articles of Association, respectively (the “Share Consolidation”) at a date to be determined
by the Board, so that immediately following the Board’s determination of the effective date of the Share Consolidation, the authorized
share capital will become:
US$1,000,000
divided into 1,000,000,000 shares comprising of (i) 860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000
Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or
classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association.
No
broker non-votes are counted.
| For |
|
Against |
|
Abstain |
| 12,560,836,500 |
|
27,796,500 |
|
206,750 |
2.
Increase of Authorized Share Capital
The
shareholders approved as an ordinary resolution that the authorized share capital of the Company be increased to US$10,000,000 by the
creation of an additional 9,000,000,000 Class A ordinary shares of a par value of US$0.001 each to rank pari passu in all respects with
the existing Class A ordinary shares (the “Increase of Authorized Share Capital”) so that immediately following the Increase
of Authorized Share Capital, the authorized share capital will become:
US$10,000,000
divided into 10,000,000,000 shares comprising of (i) 9,860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000
Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or
classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association.
No
broker non-votes are counted.
| For |
|
Against |
|
Abstain |
| 12,560,824,500 |
|
27,808,500 |
|
206,750 |
3.
Allocation of Voting Rights and Conversion Rights
The
shareholders approved as a special resolution to authorize Class A ordinary shares and Class B ordinary shares, as adjusted following
the approval of Proposal 1 and 2, each with a par value of US$0.001 of the Company to have the following rights and privileges (the “Allocation
of Voting Rights and Conversion Rights”), in addition to those set forth in the Articles of Association, and to authorize the amendment
of the Articles of Association:
| (a) | in
respect of all matters subject to vote at general meetings of the Company, each holder of Class B ordinary shares shall be entitled to
one hundred (100) votes per one Class B ordinary share; |
| (b) | each
Class A ordinary share shall be convertible into one Class B ordinary share at any time after issuance, at the option of the holder and
subject to Board approval; and |
| (c) | the
Articles of Association be amended to reflect the foregoing allocation of voting rights and conversion rights and Conyers Trust Company
(Cayman) Limited be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement
and give effect to the amendments to the Articles of Association and the matters approved herein. |
No
broker non-votes are counted.
| For |
|
Against |
|
Abstain |
| 12,558,323,250 |
|
30,309,750 |
|
206,750 |
4.
Transition to Scripless Shares
The
shareholders approved as an ordinary resolution to ratify the determinations of the Board of Directors, as set forth in the board resolutions
passed on September 24, 2025 (the “Board Resolutions”) to dispense with the issuance of share certificates and to issue scripless
shares, together with other determinations and resolutions implementing the transition to scripless shares approved by the Board of Directors
and recorded in the Board Resolutions (the “Transition to Scripless Shares”). To the extent that this proposal is inconsistent
with the provisions contained in the Articles of Association, the contents herein shall prevail and be deemed to amend and supersede
the corresponding provisions of the Articles of Association. No broker non-votes are counted.
| For |
|
Against |
|
Abstain |
| 12,560,836,750 |
|
27,796,250 |
|
206,750 |
The Company’s ADR Program
Following the effectiveness of the Share Consolidation, the Company will instruct the ADS depositary bank not to change the current ratio of ADSs
to Class A ordinary shares. Instead, each ADS will continue to represent 250 underlying Class A ordinary shares, but the total number
of ADSs outstanding will be reduced proportionately (the “ADS Reverse Split”). Accordingly, the per-ADS market value is expected
to increase proportionately, such that the aggregate economic interest of each ADS holder in the Company will remain unchanged. A new
CUSIP number will be assigned to the ADSs following the ADS Reverse Split. The Share Consolidation and ADS Reverse Split will be implemented
in accordance with applicable law, and the Company will take all steps necessary to ensure the proper adjustment of ADSs following the
Share Consolidation.
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.
| |
VisionSys
AI Inc |
| |
|
|
| |
By: |
/s/
Heng Wang |
| |
Name: |
Heng
Wang |
| |
Title: |
Chief
Executive Officer |
Date: November 25, 2025
3
