Form 6-K Texxon Holding Ltd For: May 28

 

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 May 2026

 

Commission File Number: 001-42882

 

 

Texxon Holding Limited

 

 

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China, 200335
(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 ☐

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

The annual general meeting of shareholders of Texxon Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), was held on May 22, 2026 at 9:00 a.m., Beijing Time (May 21, 2026 at 9:00 p.m., Eastern Time), via a virtual meeting (the “AGM”).

 

At the close of business on April 23, 2026, the record date for the determination of holders of the ordinary shares, who were entitled to vote at the AGM, there were 22,185,000 ordinary shares issued and outstanding, each entitled to one vote per share. At the AGM, shareholders entitled to cast an aggregate of 19,879,682 votes were represented in person or by proxy, exceeding a majority of the total voting power of the ordinary shares entitled to vote at the AGM and constituting a quorum.

 

At the AGM, the Company’s shareholders approved the following proposals:

 

Proposal 1 — Director Election Proposal:  By ordinary resolution, that each of Hui Xu, Bo Ren, Lei Qin, Kang Zhou and Wei Li be re-elected as a director of the Company to hold office until the next annual general meeting of the Company, or until the office of such director is otherwise vacated or such director is removed by ordinary resolution in accordance with the articles of association of the Company. 

 

Proposal 2 — Equity Incentive Plan Proposal:  By ordinary resolution, that the Texxon Holding Limited 2026 Equity Incentive Plan be approved and adopted.

 

Proposal 3 — Auditor Appointment Ratification Proposal: By ordinary resolution, that the appointment of ZH CPA, LLC as the auditor of the Company for the fiscal year ending June 30, 2026 be ratified.

 

Proposal 4 — Share Split Proposal: By ordinary resolution, that subject to Proposal 5 below being passed at the AGM, (a) a sub-division of the ordinary shares of the Company, at a ratio of not less than 1-to-1 and not more than 1-to-5, with the final ratio to be determined by the board of directors of the Company (the “Board”) in its sole discretion at any time after approval by the shareholders (the “Share Split”), be and is hereby approved, and (b) the Board be and is hereby authorized to implement the Share Split at its sole discretion at any time prior to the one-year anniversary of the AGM, subject at all times to the Board being authorized, at its sole discretion and without further approval or notice to the shareholders, to determine not to implement the Share Split.

 

Proposal 5 —Articles Amendment No. 1 Proposal: By special resolution, that, subject to Proposal 4 above being approved at the AGM and the Share Split being implemented by the Board, the memorandum and articles of association of the Company be amended and restated by the deletion in their entirety and the substitution in their place of the memorandum and articles of association in the form attached as Annex B to the notice and proxy statement.

 

Proposal 6 —Share Consolidation Proposal: By ordinary resolution, that subject to Proposal 7 below being passed at the AGM, (a) a consolidation of the ordinary shares of the Company, at a ratio of not less than 1-to-1 and not more than 20-to-1, with the final ratio to be determined by the Board in its sole discretion at any time after approval by the shareholders (the “Share Consolidation”), be and is hereby approved, (b) the Board be and is hereby authorized to implement the Share Consolidation at its sole discretion at any time prior to the one-year anniversary of the AGM, subject at all times to the Board being authorized, at its sole discretion and without further approval or notice to the shareholders, to determine not to implement the Share Consolidation, and (c) no fractional shares shall be issued in connection with the Share Consolidation and all fractional shares resulting from the Share Consolidation shall be rounded up to the next whole number.

 

Proposal 7 —Articles Amendment No. 2 Proposal: By special resolution, that, subject to Proposal 6 above being approved at the AGM and the Share Consolidation being implemented by the Board, the memorandum and articles of association of the Company be amended and restated by the deletion in their entirety and the substitution in their place of the memorandum and articles of association in the form attached as Annex B to the notice and proxy statement. 

 

 

Set forth below are the voting results for each of the proposals:

 

1.	Proposal 1: Director Election

 

Nominee		For		Against		Abstain
Hui Xu		19,878,488		951		243
Bo Ren		19,878,461		978		243
Lei Qin		19,878,461		978		243
Kang Zhou		19,878,461		978		243
Wei Li		19,878,461		978		243

 

2.	Proposal 2: Equity Incentive Plan

 

For		Against		Abstain
19,860,578		18,694		410

 

3.	Proposal 3: Auditor Appointment Ratification

 

For		Against		Abstain
19,878,472		975		235

 

4.	Proposal 4: Share Split

 

For		Against		Abstain
19,873,473		5,928		281

 

5.	Proposal 5: Articles Amendment No. 1

 

For		Against		Abstain
19,873,473		5,928		281

 

6.	Proposal 6: Share Consolidation

 

For		Against		Abstain
19,873,473		2,428		3,781

 

7.	Proposal 7: Articles Amendment No. 2

 

For		Against		Abstain
19,873,473		2,428		3,781

 

 

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.

 

	Texxon Holding Limited
	By:	/s/ Hui Xu
	Name:	Hui Xu
	Title:	Chief Executive Officer
Date: May 28, 2026

 

 

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