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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 001-40306
UTIME LIMITED
7th Floor Building 5A
Shenzhen Software Industry Base
Nanshan, Shenzhen
People’s Republic of China
(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 ☐
UTime Limited, a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting of the holders of the Company’s ordinary shares (the “Meeting”) on November 10, 2025 at 10:00 AM ET at the Company’s headquarters located at 7th Floor, Building 5A, Shenzhen Software Industry Base, Nanshan District, Shenzhen, 518061, China. Holders of a total of 83,691,428 Class A ordinary shares of the Company, par value $0.001 per share (the “Class A Ordinary Shares”), out of a total of 194,410,153 Class A Ordinary Shares issued and outstanding and entitled to vote at the Meeting, voted at the Meeting, and the quorum for the transaction of business was present at the Meeting. 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. | Proposal No. 1: To consider and approve a proposal, as an ordinary resolution, to approve an amendment to the authorized share capital of the Company to effect a consolidation of the Company’s Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), on a 100:1 basis, such that each authorized 100 Class A Ordinary Shares of par value US$0.001 be consolidated into one Class A Ordinary Share with a par value of US$0.1 each, with the implementation and timing of such consolidation to be determined at the discretion of the board of directors of the Company (the “Share Consolidation”). |
The Share Consolidation was approved by the Company’s shareholders as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 81,671,284 | 1,994,216 | 25,928 | – |
No fractional shares will be issued as a result of the Share Consolidation. Shareholders who otherwise would be entitled to receive a fractional share in connection with the Share Consolidation will receive one full share of the post-Share Consolidation Class A Ordinary Share.
A copy of the amendment that will be filed with the Cayman Islands General Registry on or about November 11, 2025 is attached hereto as Exhibit 1.1 and incorporated herein by reference.
The Company anticipates that its Class A Ordinary Shares will commence trading on the Nasdaq Capital Market on a Share Consolidation Basis on November 21, 2025. The new CUSIP number for the Company’s Class A Ordinary Shares following the Share Consolidation is G9411M132.
Exhibit Index
| Exhibit No. | Description | |
| 1.1 | Form of Amendment to UTime Limited’s Second Amended and Restated Memorandum and Articles of Association. | |
| 99.1 | Press Release Dated November 12, 2025 |
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.
| UTIME LIMITED | ||
| Dated: November 12, 2025 | By: | /s/ Hengcong Qiu |
| Name: | Hengcong Qiu | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Exhibit 1.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
UTime Limited (ROC #343571) (the “Company”)
TAKE NOTICE that at an Extraordinary General Meeting of Shareholders of the Company held on 10 November 2025, the following resolution was passed:
Approval of the amendment of the authorized share capital of the Company
It was resolved, as an ordinary resolution, that the authorized share capital of the Company be amended from US$1,000,000 divided into: (i) 900,000,000 Class A Ordinary Shares of a par value of US$0.001 each; and (ii) 100,000,000 Class B Ordinary shares of a par value of US$0.001 each to US$1,000,000 divided into: (i) 9,000,000 Class A Ordinary Shares of a par value of US$0.1 each; and (ii) 100,000,000 Class B Ordinary shares of a par value of US$0.001 each by the consolidation of the authorized Class A Ordinary Shares of par value US$0.001 each at a ratio of 100:1, such that each 100 Class A Ordinary Shares of par value US$0.001 be consolidated into one Class A Ordinary Share with a par value of US$0.1 each, having the rights and subject to the restrictions set out in the amended and restated memorandum and articles of association of the Company, the implementation and timing of such consolidation to be completed as soon as possible as determined at the discretion of the board of directors.
___________________________________
Name:
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this ____ day of November 2025
Exhibit 99.1
UTime Limited Announces 1-for-100 Reverse Stock Split
SHENZHEN, China, November 12, 2025 – UTime Limited (Nasdaq: WTO) today announced that it will implement a reverse stock split of its common shares at a ratio of 1-for-100, effective 12:01 a.m. Eastern Time on November 21, 2025. UTime’s Class A ordinary shares will begin trading on Nasdaq on a split-adjusted basis at market open on November 21, 2025 under the ticker symbol “WTO.”
The reverse split is intended to increase the per-share trading price of UTime’s Class A ordinary shares to help the Company regain compliance with Nasdaq’s minimum bid price requirement and better position the stock for long-term growth and institutional participation.
No fractional shares will be issued in connection with the reverse split. Any fractional shares resulting from the adjustment will be rounded up to the nearest whole share. Stockholders holding shares electronically in brokerage or book-entry form will have their positions automatically updated to reflect the reverse split.
About UTime Limited
Trading under the NASDAQ ticker WTO, UTime Limited is engaged in the design, development, production, sales and brand operation of mobile devices in China and globally. The company aims to provide cost-effective products and serves a broad customer base.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. For additional risk factors, please review UTime Limited’s Annual Report on Form 20-F and other SEC filings. Forward-looking statements are made only as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable law.
Contact:
qhengcong@utimemobile.com
UTime Limited
7th Floor, Building 5A
Shenzhen Software Industry Base, Nanshan District
Shenzhen, People’s Republic of China 518061
Tel: (86) 755 86512266