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 September 2025
Commission
File Number: 001-41873
FENBO
HOLDINGS LIMITED
(Translation
of registrant’s name into English)
Unit
J, 19/F, World Tech Centre
95
How Ming Street
Kwun
Tong
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 ☐
Results
of the September 29, 2025 Extraordinary General Meeting
Fenbo
Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), held its extraordinary general
meeting of the shareholders of the Company (the “Meeting”) on September 29, 2025, at 10:00 a.m. (Hong Kong time) at Unit
J, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong. As of the record date of September 15, 2025, a total of
11,062,500 ordinary shares were issued and outstanding and entitled to vote at the Meeting. Holders of a total of 8,300,000 ordinary
shares voted at the meeting in person or by proxy, which constituted a quorum as of the record date of September 15, 2025. Each ordinary
share is entitled to one vote. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
1.
Adoption of the Amended and Restated Memorandum and Articles Of Association
To
approve a proposal, by way of a special resolution that, the Company adopt the amended and restated memorandum and articles of association
(the “ARM&A”) in its entirety and in substitution for and to the exclusion of the currently effective memorandum and
articles of association, a copy of which is filed to the notice of the Meeting previously furnished on the Form 6-K filed with the Securities
And Exchange Commission on September 19, 2025, as Exhibit 99.3, with immediate effect.
This
proposal was approved as follows:
| For |
|
Against |
|
Abstain |
| 8,300,000 |
|
0 |
|
0 |
2.
Change of Share Capital
To
approve a proposal, by way of an ordinary resolution that, the authorized share capital of the Company be changed with immediate effect
from US$30,300 divided into 303,000,000 shares comprising 300,000,000 ordinary shares of par value of US$0.0001 each and 3,000,000 preference
shares of par value of US$0.0001 each, to US$30,300 divided into 303,000,000 shares comprising 285,000,000 class A ordinary shares of
par value of US$0.0001 each and 18,000,000 class B ordinary shares of par value of US$0.0001 each.
This
proposal was approved as follows:
| For |
|
Against |
|
Abstain |
| 8,300,000 |
|
0 |
|
0 |
2.
Redesignation of Shares
To
approve a proposal a proposal, by way of a special resolution that, the shares of the Company be redesignated with immediate effect as
follows:
| (i) | the
8,000,000 issued ordinary shares of par value of US$0.0001 each in the capital of the Company
registered in the name of Luxury Max Investments Limited be redesignated as 8,000,000 issued
class B ordinary shares of US$0.0001 each (the “Class B Ordinary Shares”), having
the rights and subject to the restrictions set out in the ARM&A; |
| (ii) | the
remaining 3,062,500 issued ordinary shares of par value of US$0.0001 each in the capital
of the Company registered in the names of various shareholders be redesignated as 3,062,500
issued class A ordinary shares of US$0.0001 each (the “Class A Ordinary Shares”),
having the rights and subject to the restrictions set out in the ARM&A; |
| (iii) | the
281,937,500 authorized but unissued ordinary shares of par value of US$0.0001 each in the
capital of the Company be redesignated as 281,937,500 authorized but unissued Class A Ordinary
Shares, having the rights and subject to the restrictions set out in the ARM&A; |
| (iv) | the
7,000,000 authorized but unissued ordinary shares of par value of US$0.0001 each in the capital
of the Company be redesignated as 7,000,000 authorized but unissued Class B Ordinary Shares,
having the rights and subject to the restrictions set out in the ARM&A; and |
| (v) | the
3,000,000 authorized but unissued preference shares of par value of US$0.0001 each in the
capital of the Company be redesignated as 3,000,000 authorized but unissued Class B Ordinary
Shares, having the rights and subject to the restrictions set out in the ARM&A. |
This
proposal was approved as follows:
| For |
|
Against |
|
Abstain |
| 8,300,000 |
|
0 |
|
0 |
The
information contained in this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, unless expressly
set forth by specific reference in such a filing.
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.
| |
Fenbo
Holdings Limited |
| |
|
|
| Date:
September 30, 2025 |
By: |
/s/
Huang Hongwu |
| |
Name: |
Huang
Hongwu |
| |
Title: |
Chief
Executive Officer and Executive Director |
