6-K 1 ea0243552-6k_huachen.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 2025

 

Commission File Number: 001-42505

 

Huachen AI Parking Management Technology Holding Co., Ltd,

(Translation of registrant’s name into English)

 

No.1018 Haihe Road, Dushangang Town,

Pinghu City, Jiaxing, Zhejiang Province,

China, 314205
(Address of principal executive office)

 

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   ☐

 

 

 

 

 

 

Annual General Meeting of Shareholders

 

On May 20, 2025, at 10:00 A.M., China Standard Time (May 19, 2025, at 10:00 P.M., Eastern Time), Huachen AI Parking Management Technology Holding Co., Ltd (the “Company”) held an annual general meeting of shareholders (the “Annual Meeting”) at its executive office at No.1018 Haihe Road, Dushangang Town, Pinghu City, Jiaxing, Zhejiang Province, China, 314205. Holders of 32,132,879 ordinary shares of the Company were present in person or by proxy at the Annual Meeting, representing approximately 95.25% of the total 33,735,000 outstanding ordinary shares as of the record date of April 10, 2025, and therefore constituting a quorum of the ordinary shares outstanding and entitled to vote at the Annual Meeting as of the record date. All matters voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company and were approved at the Annual Meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows: 

 

      For   Against   Abstain  
Proposal One: To consider and vote upon five separate ordinary resolutions to re-appoint five directors to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until their office is otherwise vacated or they are removed by ordinary resolution.              
  Bin Lu   32,132,806   20   53  
  Lei Shen   32,132,806   20   53  
  Dennis Tao Chen   32,132,806   20   53  
  Jing Wang   32,132,806   20   53  
  Chao Xu   32,132,859   20   0  
Proposal Two: To consider and vote upon an ordinary resolution to ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.   32,132,806   20   53  
Proposal Three: To consider and vote upon an ordinary resolution to increase the Company’s authorized share capital from $250 divided into 200,000,000 shares of a par value of $0.00000125 each (“Ordinary Shares”) to $500 divided into 400,000,000 Ordinary Shares, by the creation of 200,000,000 new Ordinary Shares (the “Share Capital Increase”).   32,132,659   220   0  
Proposal Four: In order to adopt a dual-class share capital structure, subject to Proposal Three being passed, to consider and vote upon an ordinary resolution to:              
  (i) re-designate all of the issued and outstanding Ordinary Shares into class A ordinary shares of a par value of $0.00000125 each, each having one (1) vote per share and the other rights attached to it as set out in the Company’s amended and restated memorandum and articles of association (“Class A Ordinary Shares”) on a one-for-one basis;   32,132,659   220   0  
  (ii) re-designate all of the issued and outstanding Ordinary Shares into class A ordinary shares of a par value of $0.00000125 each, each having one (1) vote per share and the other rights attached to it as set out in the Company’s amended and restated memorandum and articles of association (“Class A Ordinary Shares”) on a one-for-one basis;   32,132,659   220   0  
  (iii) re-designate all of the remaining authorized but unissued Ordinary Shares into Class A Ordinary Shares on a one-for-one basis, provided that the Company shall, at the time of the above resolution, have not less than 50,000,000 authorized but unissued Ordinary Shares (the “Dual-Class Share Capital Structure”).   32,132,659   220   0  
Proposal Five: Subject to Proposals Three and Four being passed, to consider and vote upon a special resolution to amend and restate the Company’s current amended and restated memorandum and articles of association in the form attached as Exhibit A to the accompanying proxy statement (the “New Memorandum and Articles of Association”) to reflect the Share Capital Increase and the Dual-Class Share Capital Structure.   32,132,659   220   0  
Proposal Six: To consider and vote upon an ordinary resolution, to approve the repurchase and issuance of shares of certain shareholders as follows:   32,132,659   220   0  

 

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   Name of
Shareholder
  Number of
Existing
Shares held
  Number of
Shares to be
held After
Giving Effect
to Share
Re-designation
  Number of
Shares to be
held After
Giving Effect
to Share
Re-designation,
Repurchase
and Issuance
    Huahao (BVI) Limited  16,000,000 Ordinary Shares  16,000,000
Class A Ordinary Shares
  16,000,000 Class B Ordinary Shares

 

Proposal Seven To consider and vote upon an ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of all the resolutions contemplated by Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six.   32,132,659   220   0  

 

The Company’s Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 6-K.

 

Exhibit Index

 

Exhibit No.   Description
3.1   Amended and Restated Memorandum and Articles of Association

 

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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.

 

Date: May 29, 2025 Huachen AI Parking Management Technology Holding Co., Ltd,
   
  By: /s/ Bin Lu
  Name:  Bin Lu
  Title: Chief Executive Officer

 

 

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