SEC Form 6-K filed by U-BX Technology Ltd.

Resolution(s)

Proposal four: (a) By a special resolution and after the Share Capital Increase, to (i) re-designate all of the issued and outstanding ordinary shares of par value USD 0.0016 each in the capital of the Company (the “Ordinary Shares”) into class A ordinary shares of USD 0.0016 par value each, each having identical rights as the existing Ordinary Shares with one (1) vote per share (the “Class A Ordinary Shares”) on a one for one basis; (ii) re-designate 5,000,000,000 authorized but unissued Ordinary Shares into 5,000,000,000 class B ordinary shares of par value USD 0.0016 each, each having 20 votes per share (the “Class B Ordinary Shares”) on a one for one basis; and (iii) re-designate the remaining authorized but unissued Ordinary Shares into Class A Ordinary Shares on a one for one basis, (i-iii above are collectively referred to as the “Variation of Share Capital”) such that immediately following the Variation of Share Capital, the authorized share capital of the Company shall be changed from USD 250,000,000.00 divided into 156,250,000,000 ordinary shares of par value USD 0.0016 each, to USD 250,000,000.00 divided into 151,250,000,000 class A ordinary shares of par value USD 0.0016 each and 5,000,000,000 class B ordinary shares of par value USD 0.0016 each; (b) by a special resolution to approve the adoption of the new Amended and Restated Memorandum and Articles of Association of the Company in the form attached herein and that the Company’s currently effective Amended and Restated Memorandum and Articles of Association be amended and restated by the deletion in their entirety and the substitution in their place of the new Amended and Restated Memorandum and Articles of Association to reflect the Variation of Share Capital and to consent to any variation or abrogation of rights as a result thereof; ((a) and (b) above are collectively referred to as the “Adoption of Dual-Class Structure”) and (c) by a special resolution to authorise the directors of the Company to effect the Adoption of Dual-Class Structure, and to take all such actions (including without limitation, to determine the effective date of the Adoption of Dual-Class Structure) as they may consider necessary or desirable in connection with the implementation of the Adoption of Dual-Class Structure.

Proposal Six: By an ordinary resolution, (a) to approve a share consolidation of the Company’s issued and unissued ordinary shares (including class A ordinary shares and class B ordinary shares, if any) at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-two hundred and fifty (250) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the Board of directors of the Company in its sole discretion within one year after the date of passing of these resolutions (the “Share Consolidation”) provided that the aggregate ratio shall not exceed one (1)-for-two hundred and fifty (250) and that no fractional share shall arise from the Share Consolidation, and (b) to authorize the Company to round up any fractional shares resulting from the Share Consolidation to the nearest whole ordinary share, and to authorize the Board of directors to do all other such acts and things as the Board of directors considers necessary or desirable for the purposes of the transactions contemplated by the Share Consolidations, including determining the exact ratio for the Share Consolidation and the exact effective date of the Share Consolidation and instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.