CD 8-K
Chaince Digital Holdings Inc. (CD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 24, 2026, Chaince Digital Holdings Inc. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). As of July 14, 2026, the record date for the Annual Meeting, there were 79,443,800 ordinary shares of the Company outstanding and entitled to vote at the Annual Meeting. At least 48,690,915 ordinary shares were represented at the Annual Meeting in person or by proxy, representing approximately 61.29% of the total outstanding ordinary shares as of the record date and constituting a quorum.
At the Annual Meeting, the Company’s shareholders voted on the matters described below. The final voting results were as follows:
Proposal One – Election of Directors
The Company’s shareholders elected or re-elected, as applicable, the following five directors to the Board of Directors of the Company (the “Board”): Dr. Alan Curtis and Mr. Hui Cheng were re-elected as independent directors; Mr. Shi Qiu was re-elected as a director; Mr. Jialin Li was elected as an independent director as the successor to Mr. Peter Nobel; and Mr. Gregory McGillis was elected as an additional director. Each director will hold office until his successor is elected or appointed or his office is otherwise vacated in accordance with the Company’s memorandum and articles of association then in effect.
The voting results for each director nominee were as follows:
| Director Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| Dr. Alan Curtis | 47,574,833 | 1,115,535 | 546 | N/A | ||||
| Mr. Hui Cheng | 47,101,604 | 1,588,240 | 1,070 | N/A | ||||
| Mr. Shi Qiu | 48,670,209 | 18,517 | 2,188 | N/A | ||||
| Mr. Jialin Li | 48,655,403 | 33,274 | 2,238 | N/A | ||||
| Mr. Gregory McGillis | 48,683,242 | 6,008 | 1,664 | N/A |
Proposal Two – Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the selection of Tang Qian & Associates PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 48,678,953 | 10,130 | 1,832 | N/A |
Proposal Three – Increase in Authorized Share Capital
The Company’s shareholders approved, by way of an ordinary resolution, an increase in the authorized share capital of the Company from US$4,000,000 divided into 1,000,000,000 ordinary shares, par value US$0.004 per share, to US$80,000,000 divided into 20,000,000,000 ordinary shares, par value US$0.004 per share, by the creation of an additional 19,000,000,000 ordinary shares, par value US$0.004 per share, ranking pari passu in all respects with the existing ordinary shares, and the corresponding amendment to Clause 6 of the Company’s Fifth Amended and Restated Memorandum of Association.
The voting results were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 46,892,493 | 1,796,709 | 1,714 | N/A |
Proposal Four – Authorization to Effect Share Consolidations
The Company’s shareholders approved, by way of an ordinary resolution, authorization for the Board, in its discretion and without further shareholder approval, to effect one or more share consolidations (reverse stock splits) of the Company’s issued and unissued ordinary shares at any time or from time to time on or before the third anniversary of the date of the Annual Meeting, at a ratio or ratios of not less than 2:1 and not greater than 200:1 for each share consolidation, provided that the aggregate cumulative ratio of all such share consolidations shall not be greater than 4,000:1, and to determine the treatment of fractional shares and make any corresponding proportionate adjustments to the number of authorized ordinary shares and the par value of each ordinary share to the extent permitted by Cayman Islands law and the Company’s memorandum and articles of association then in effect.
The voting results were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 47,103,367 | 1,585,862 | 1,687 | N/A |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 25, 2026 | CHAINCE DIGITAL HOLDINGS INC. | |
| By: | /s/ Shi Qiu | |
| Name: | Shi Qiu | |
| Title: | Chief Executive Officer | |
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