HCAI 6-K

Huachen AI Parking Management Technology Holding Co., Ltd (HCAI)

6-K 2026-08-26 For: 2026-08-26

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Added on August 26, 2026

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				For		Against		Abstain
Proposal		As an ordinary resolution, to approve any variation of the rights attaching to the Class A Ordinary Shares arising from the matters contemplated by (i) the increase in the voting rights attached to the Class B Ordinary Shares and (ii) the adoption of the Amended and Restated Memorandum and Articles of Association of the Company (the “Class A Proposal”).		7,199,944.20		381		0

		For	Against	Abstain
Proposal One:	By an ordinary resolution, subject to and conditional upon approval by the shareholders of Proposal Two and all requisite class consents being obtained, to approve that the voting rights attached to each Class B ordinary share of a par value of US$0.0000375 each (the “Class B Ordinary Shares”) of the Company be increased from thirty (30) votes per share to two hundred (200) votes per share on all matters subject to vote at general meetings of the Company (the “Increase of Voting Rights of Class B Ordinary Shares”).	23,201,576.20	321	206
Proposal Two:	By a special resolution, subject to and conditional upon approval by the shareholders of Proposal One, and all requisite class consents being obtained, to adopt the amended and restated memorandum and articles of association of the Company (the “Adoption of the Amended and Restated M&AA”) in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company, to reflect the Increase of Voting Rights of Class B Ordinary Shares.	23,201,377.20	321	406
Proposal Three:	As an ordinary resolution, to adjourn the Extraordinary 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 Proposal One and Proposal Two (the “Adjournment”).	23,201,294.20	404	406

Exhibit No.		Description
3.1		Amended and Restated Memorandum of Association
10.1		Voting Rights Waiver Agreement, dated as of August 24, 2026, by and between the Company and the holders of Class B Ordinary Shares

Date: August 26, 2026	Huachen AI Parking Management Technology Holding Co., Ltd,

	By:	/s/ Bin Lu
	Name:	Bin Lu
	Title:	Chief Executive Officer

	“Act”	means the Companies Act (as revised) of the Cayman Islands, as the same may be further amended or revised from time to time.

	“Articles”	means these articles of association of the Company, as amended or amended and restated, from time to time by Special Resolution.

	“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any). The Auditor shall not be deemed to be an officer of the Company pursuant to these Articles or any agreement entered into between the Company and the Auditor.

	“Class A Ordinary Share”	means a class A ordinary share in the capital of the Company, having the rights provided for in these Articles.

	“Class B Ordinary Share”	means a class B ordinary share in the capital of the Company, having the rights provided for in these Articles.

	“Communication Facilities”	means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other.

	“Company”	means the above named company.

	“Company’s Website”	means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the United States Securities and Exchange Commission in connection with its initial public offering, or which has otherwise been notified to Members.

	“Designated Stock Exchange”	means any stock exchange in the United States on which any Shares or other securities of the Company are listed for the time being.

	“Designated Stock Exchange Rules”	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the listing of any Shares or other securities of the Company on the Designated Stock Exchange.

	“Directors”	means the directors for the time being of the Company, or as the case may be, the directors assembled as a board or as a committee thereof.

	“Dividend”	includes an interim dividend.

	“Electronic Record”	has the same meaning as in the Electronic Transactions Act.

	“Electronic Transactions Act”	means the Electronic Transactions Act (as amended) of the Cayman Islands.

	“Functional Currency”	means, with respect to the Shares of any class, such currency as the Directors may from time to time determine as being the currency in which such Shares shall be subscribed, valued and/or redeemed pursuant to these Articles notwithstanding the currency of the par value thereof.

	“Member”	has the same meaning as in the Act.

	“Memorandum”	means the memorandum of association of the Company.

	“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by these Articles.

	“Register of Members”	means the register maintained in accordance with the Act and includes (except where otherwise stated) any duplicate Register of Members.

	“Registered Office”	means the registered office for the time being of the Company located in the Cayman Islands.

	“Seal”	means any common seal of the Company and includes any duplicate seal or facsimile seal.

	“Share” and “Shares”	means a share or shares in the capital of the Company issued subject to and in accordance with the provisions of the Act and these Articles, and having the rights and being subject to the restrictions as provided for under these Articles with respect to such Share. All references to “Shares” herein shall be deemed to be Shares of any or all classes or series as the context may require and shall include a fraction of a share.

	“Share Premium Account”	means the share premium account established in accordance with these Articles and the Act.

	“Special Resolution”	has the same meaning as in the Act, and includes a unanimous written resolution.

	“Treasury Shares”	means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled.

	“Virtual Meeting”	means any general meeting of Members (or any meeting of the holders of any class of Shares) at which the Members and any other permitted participants of such meeting (including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

(A)	The Company has authorized and issued Class B Shares (the “Class B Shares”), which carried voting power of thirty (30) votes per share.

(B)	At a meeting of the holders of Class A ordinary shares and an extraordinary general meeting of shareholders, a proposal on to increase the voting power of each Class B Share from thirty (30) votes per share to two hundred (200) votes per share was approved (the “Voting Power Increase”).

(C)	The Class B Holder holds 100% of the Class B Shares issued and outstanding as of the Effective Date.

(D)	The Class B Holder wish to voluntarily and irrevocably waive the additional one hundred seventy (170) votes per share granted by the Voting Power Increase (the “Additional Votes”), so that the effective voting power of each Class B Share held by the Class B Holder shall remain limited to thirty (30) votes per share.

(E)	The Company wishes to accept and acknowledge such waiver on the terms and conditions set forth herein.

(F)	The Parties desire to memorialize the foregoing waiver in this Agreement.

	(a)	The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

	(b)	The Company has full power and authority to execute, deliver, and perform its obligations under this Agreement.

	(c)	The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action.

	(d)	This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and to general principles of equity.

	(e)	The Voting Power Increase was duly adopted in accordance with applicable law and the Company’s governing instruments.

	(a)	Such Class B Holder is the registered and beneficial owner of the Class B Shares set forth opposite such holder’s name on Schedule A, free and clear of any liens, encumbrances, or restrictions that would prevent the execution and performance of this Agreement.

	(b)	Such Class B Holder has full legal capacity and authority to execute, deliver, and perform this Agreement.

	(c)	The execution and delivery of this Agreement by such Class B Holder, and the performance of such Class B Holder’s obligations hereunder, have been duly authorized (if such holder is an entity, by all necessary corporate, partnership, or other organizational action).

	(d)	This Agreement constitutes the legal, valid, and binding obligation of such Class B Holder, enforceable against such holder in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and to general principles of equity.

	(e)	Such Class B Holder is executing this Agreement voluntarily, without coercion, duress, or undue influence, and with full knowledge and understanding of the terms and consequences of the Waiver.

	(f)	Such Class B Holder has had the opportunity to consult with independent legal counsel regarding this Agreement and the Waiver.

	(b)	Following the Effective Date, each Class B Share held by such Class B Holder shall carry an effective voting power of thirty (30) votes per share, notwithstanding the fact that the Company’s charter documents provide for two hundred (200) votes per Class B Share.

	(c)	The Company may rely upon this Agreement in calculating voting outcomes and determining quorum requirements at any meeting of shareholders or in connection with any written consent of shareholders.

	(a)	The Company shall recognize and give effect to the Waiver in tabulating votes at any meeting of shareholders or in connection with any written consent of shareholders.

	(b)	The Company shall instruct its transfer agent, registrar, and any other relevant parties to record and reflect the effective voting power of thirty (30) votes per share in connection with any vote or consent of shareholders.