6-K

Neo-Concept International Group Holdings Ltd (NCI)

6-K 2025-04-25 For: 2025-04-25
View Original
Added on April 07, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2025

Commission File Number: 333-275242

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Neo-Concept International Group Holdings Ltd

(Registrant’s Name)

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10/F, Seaview Centre No.139-141 Hoi Bun Road Kwun Tong Kowloon, Hong Kong (Address of Principal Executive Offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒            Form 40-F ☐

Financial Statements and Exhibits.

In connection with the extraordinary general meeting of shareholders of Neo-Concept International Group Holdings Ltd., a Cayman Islands company (the “Company”), the Company hereby furnishes the following documents:

Exhibit No. Description
99.1 Notice of Extraordinary General Meeting of Shareholders dated April 25, 2025
99.2 Form of Proxy of Extraordinary General Meeting of Shareholders

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SIGNATURE

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.

Neo-Concept International Group Holdings Ltd
Date: April 25, 2025 By: /s/ Eva Yuk Yin Siu
Name: Eva Yuk Yin Siu
Title: Chief Executive Officer, <br>Chairlady of the Board and Director

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Exhibit 99.1

NEO-ConcEPT INTERNATIONAL GROUP HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: NCI)

NOTICE OF EXTRAORDINARY GENERAL MEETING to be held on May 9, 2025 (or any adjourned meeting thereof)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Neo-Concept International Group Holdings Limited (the “Company” or “NCI”) will be held at 3:00 p.m. on May 9, 2025 (Hong Kong time and date) at 10/F, Seaview Centre, 139-141 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, for the purposes of considering and, if thought fit, passing the following resolution as an ordinary resolution:

“THAT with effect from such date and time to be determined by the board of directors of the Company which in any event shall not be later than 1 July 2025 (the “Effective Date”):

(a)     every five issued and unissued shares (namely, both class A ordinary shares of par value US$0.0000625 each and class B ordinary shares of par value US$0.0000625 each) in the share capital of the Company be consolidated into one (1) share of par value US$0.0003125 each (the “Share Consolidation”) so that the authorised share capital of the Company shall be changed from US$50,000 consisting of 800,000,000 shares of par value US$0.0000625 each comprised of 780,000,000 class A ordinary shares of par value US$0.0000625 each and 20,000,000 class B ordinary shares of par value US$0.0000625 each to US$50,000 consisting of 160,000,000 shares of par value US$0.0003125 each comprised of 156,000,000 class A ordinary shares of par value US$0.0003125 each and 4,000,000 class B ordinary shares of par value US$0.0003125 each;

(b)    the board of directors of the Company be and is hereby granted with fully authority to determine the Effective Date failing which this resolution shall not take any effect;

(c)     each director of the Company (the “Director”) be, and hereby is, authorized, approved and directed, on behalf of the Company, to execute such further documents and take such further actions as such Director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of this resolution, including without limitation, to cancel any old share certificate(s) and to issue and execute any new share certificate(s) representing the consolidated shares of the Company, and any and all actions already taken by such Director in connection with this resolution (including his/her prior execution and delivery of any document by such Director) be ratified, approved and confirmed and adopted in all respects; and

(d)    the registered office provider of the Company be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the matters approved herein.”

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The board of directors of the Company has fixed the close of business on 16 April 2025 (Hong Kong Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the EGM or any adjournment thereof. Holders of record of the Company’s issued shares at the close of business on the Record Date or their proxy holders are entitled to attend, and to vote at, the EGM and any adjournment thereof. Your vote is important. Whether or not you expect to attend the EGM, we request that you submit your proxy card or voting instructions as promptly as possible.

By Order of the Board of Directors,
Neo-Concept International Group Holdings Limited
/s/ Eva Yuk Yin Siu
Eva Yuk Yin Siu
Chief Executive Officer, <br>Chairlady of the Board and Director
April 25, 2025

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Exhibit 99.2

* SPECIMEN *1 MAIN STREETANYWHERE PA 99999-9999VOTE BY INTERNETGo to https://ts.vstocktransfer.com/pxloginand log in using the below control number.Voting will be open until 11:59 p.m., EasternTime, May 7, 2025.CONTROL #VOTE BY EMAILMark, sign, date and scan your proxy card andemail it to vote@vstocktransfer.comVOTE BY MAILMark, sign and date your proxy card and return it inthe envelope we have provided.VOTE IN PERSONIf you would like to vote in person, please attend theExtraordinary General Meeting to be held at 3:00p.m. on May 9, 2025 (Hong Kong time and date) at10/F, Seaview Centre, 139-141 Hoi Bun Road,Kwun Tong, Kowloon, Hong Kong.Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope.Extraordinary General Meeting Proxy Card - Neo-Concept International Group Holdings LimitedDETACH PROXY CARD HERE TO VOTE BY MAILTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ORDINARY RESOLUTION.1. THAT with effect from such date and time to be determined by the board of directors of the Company which in any event shall not belater than 1 July 2025 (the “Effective Date”):(a) every five issued and unissued shares (namely, both class A ordinary shares of par value US$0.0000625 each and class B ordinary shares ofpar value US$0.0000625 each) in the share capital of the Company be consolidated into one (1) share of par value US$0.0003125 each (the“Share Consolidation”) so that the authorised share capital of the Company shall be changed from US$50,000 consisting of 800,000,000 shares ofpar value US$0.0000625 each comprised of 780,000,000 class A ordinary shares of par value US$0.0000625 each and 20,000,000 class Bordinary shares of par value US$0.0000625 each to US$50,000 consisting of 160,000,000 shares of par value US$0.0003125 each comprised of156,000,000 class A ordinary shares of par value US$0.0003125 each and 4,000,000 class B ordinary shares of par value US$0.0003125 each;(b) the board of directors of the Company be and is hereby granted with fully authority to determine the Effective Date failing which thisresolution shall not take any effect;(c) each director of the Company (the “Director”) be, and hereby is, authorized, approved and directed, on behalf of the Company, to execute suchfurther documents and take such further actions as such Director shall deem necessary, appropriate or advisable in order to carry out the intent andpurposes of this resolution, including without limitation, to cancel any old share certificate(s) and to issue and execute any new share certificate(s)representing the consolidated shares of the Company, and any and all actions already taken by such Director in connection with this resolution(including his/her prior execution and delivery of any document by such Director) be ratified, approved and confirmed and adopted in all respects;and(d) the registered office provider of the Company be and is hereby instructed to make all such filings with the Registrar of Companies in theCayman Islands to implement and give effect to the matters approved herein.FOR AGAINST ABSTAINDate Signature Signature, if held jointlyNote: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator,attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title assuch. If signer is a partnership, please sign in partnership name by an authorized person.To change the address on your account, please check the box at right and indicate your new address.* SPECIMEN * AC:ACCT9999 90.00

NEO-CONCEPT INTERNATIONAL GROUP HOLDINGS LIMITEDEXTRAORDINARY GENERAL MEETINGMAY 9, 2025AT 3:00 P.M. (HONG KONG TIME)form of proxy is furnished in connection This with the solicitation by the board of directors of Neo-Concept International Group Holdings Limited (the “Company”), of proxies for theextraordinary general meeting of the Company (the “EGM”) to be held at 3:00 p.m. on May 9, 2025 (Hong Kong time and date) at 10/F, Seaview Centre, 139-141 Hoi Bun Road,Kwun Tong, Kowloon, Hong Kong, and at any adjournment(s) thereof, for the purposes set forth in the accompanying notice of EGM (the “EGM Notice”).The board of directors of the Company has fixed the close of business on April 16, 2025 (Hong Kong Time) as the record date (the “Record Date”) for determining the shareholdersentitled to receive notice of and to vote at the EGM or any adjournment thereof. Only holders of record of the Company’s shares at the close of business on the Record Date or theirproxy holders are entitled to attend, and to vote at, the EGM and any adjournment thereof.In respect of the resolution requiring shareholders’ vote at the EGM, each holder of the Company’s Class A Ordinary Shares is entitled to one vote per Class A Ordinary Share and eachholder of the Company’s Class B Ordinary Shares is entitled to 30 votes per Class B Ordinary Share. The quorum of the EGM consists of two (2) shareholders entitled to vote andpresent in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy representing not less than one-third (1/3) in nominal value ofthe total issued voting shares in the Company throughout the meeting. No business other than the appointment of a chairman of a meeting shall be transacted at any general meetingunless the requisite quorum shall be present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting. This form of proxy andthe accompanying EGM Notice will be first sent to the shareholders of the Company on or about April 25, 2025.The shares represented by all properly executed proxies returned to the Company in accordance with the existing second amended and restated articles of association of the Companywill be voted at the EGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his or her discretion. Where the chairman of the EGM acts as proxyand is entitled to exercise his discretion, he is likely to vote the shares FOR the resolution. As to any other business that may properly come before the EGM, all properly executedproxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business that may come before the EGM.Any person giving a proxy has the right to revoke it by (i) submitting a written notice of revocation or a fresh proxy form, as the case may be, bearing a later date, which must bereceived by the Company no later than 48 hours before the time appointed for the holding of the EGM or at any adjournment thereof, or (ii) by voting in person at the EGM.DETACH PROXY CARD HERE TO VOTE BY MAILTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSI/We, * (Name) of(Address) being the registered holder(s) of Neo-Concept International Group Holdings Limited (the “Company”), hereby appoint the Chairman ofthe Extraordinary General Meeting or of as my/our proxy toattend and act for me/us at the Extraordinary General Meeting and at any adjournment(s) thereof, to vote for me/us as indicated below or on anyresolution or motion which is proposed thereat, or if no such indication is given, as my/our proxy thinks fit.If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the nameand address of the proxy desired in the space provided. A member who is the holder of two or more shares may appoint one or more proxies toattend and vote in his or her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S)WHO SIGN(S) IT.IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOUWISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” IF YOU WISH TOABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN.”Failure to complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion. Your proxy will also be entitled tovote at his or her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.Electronic Delivery of Future Proxy Materials: If you would like to reduce the costs incurred by Neo-Concept International Group HoldingsLimited in mailing materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or theinternet. To sign up for electronic delivery, please vote online and once your vote is cast you will have the option to enter your email information,or if submitting via Mail please provide your email address below and check here to indicate you consent to receive or access proxy materialselectronically in future mailings for this issuer:Email Address:(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)