Skip to main content

6-K

UTime Ltd (WTO)

6-K 2025-10-09 For: 2025-10-09
View Original
Added on April 07, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIESEXCHANGE ACT OF 1934


For the Month of October 2025

Commission file number 001-40306


UTIMELIMITED

7^th^Floor Building 5A

ShenzhenSoftware Industry Base

Nanshen,Shenzhen

People’sRepublic 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 ☐

Retraction of Unauthorize Form 6-Ks and Confirmation of No Change in UTime leadership

On September 9, 2025, an individual (the “Unauthorized Individual”) with access to the Edgar filing codes of UTime Limited (the “Company”) made two false filings on Form 6-K with the Securities and Exchange Commission (the “SEC”) indicating that the officers and directors of the Company had resigned and new slate of officers and directors had been appointed in their place (the “Unauthorized Form 6-Ks”). Please be advised that the Unauthorized Form 6-K filing was not approved or reviewed by the Company’s CEO, Hengcong Qiu, or its Director, Minfei Bao, that none of the Company’s executive officers had resigned and no action was taken to change the Company’s board of directors. As such, the Company’s current management team remains in place and its board, consisting of Messrs. Bao, Qiu, Xiaoqian Jia, Hailin Xie and Yanzhi Wang, remains the same.

On September 11, 2025,the Unauthorized Individual distributed two unauthorized press releases without the Company’s authorization (the “Unauthorized Press Releases”). The Unauthorized Press Releases contained similar fraudulent information to what had been disclosed in the Unauthorized Form 6-Ks. After learning of the Unauthorized Press Releases, the Company promptly countered by publishing its own press release, distributed through GlobeNewswire, reaffirming the Company’s current officers and directors, and further confirming that no changes had been made to the Company’s leadership.

Prior to the Unauthorized Form 6-Ks being filed with the SEC, the Company learned that the Unauthorized Individual had taken control of the Company’s Edgar filing codes (the “Edgar Codes”) and, using the EdgarNext system, blocked the Company’s officers, as well as its SEC filing agent, from using the Company’s Edgar Codes. As a result, the Company had to seek clearance from the SEC, including filing a new Form ID application and completing a detailed SEC review and authorization process, to regain access to its Edgar Codes. After detailed review by and coordination with, the SEC, on the afternoon of October 9, 2025, the SEC finally approved the Company’s Form ID application and released the Edgar codes to the Company.

The Company believes that the Unauthorized Individual was a former employee of the Company who had access to the Company’s Edgar filing codes when employed by the Company and that the Unauthorized Individual took these actions as an attempt to interfere with the Company’s business and management. The Company has taken, and continues to take, actions protect itself and its shareholders, including notifying the SEC and the proper authorities of the illegal and fraudulent actions taken by the Unauthorized Individual.

Through this Form 6-K, the Company reaffirms that neither of the Form 6-Ks that were filed with the SEC on September 9, 2025 were accurate or authorized. Further, the Company reaffirms that its leadership and board remain unchanged and confirms that its websites remain accessible at utimeworld.com and utimemobile.com.

Now that the Company has regained access to its SEC Edgar filing codes, the Company is refiling the press release that it published on September 11, 2025 (the “September 11, 2025 Press Release”) reaffirming its leadership. A copy of the September 11, 2025 Press Release is furnished as Exhibit 99.1 to this Current Report on Form 6-K and incorporated by reference herein.

Exhibits

Exhibit No. Description
99.1 Press release dated September 11, 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:<br> October 9, 2025 By: /s/ Hengcong Qiu
Name: Hengcong<br> Qiu
Title: Chief<br> Executive Officer
(Principal<br> Executive Officer)

Exhibit 99.1

UTimeLimited Reaffirms Current Leadership and Board Composition Following Issuance of Unauthorized Press Release

SHENZHEN, China, Sept. 11, 2025 (GLOBE NEWSWIRE) — UTime Limited (the “Company” or “Utime”) (NASDAQ: WTO), a mobile device manufacturer and technology company, today issued a statement regarding misinformation the Company believes is being put into the market by a former employee and to clarify that UTime’s management and board composition remains unchanged following the unauthorized publication of two press releases put out overnight.

On September 11, 2025, two fraudulent press releases were published – one indicating that the Company’s management and board has resigned and been replaced with a new team and one indicating that the Company’s website address has been changed (the “Unauthorized Press Releases”). Each of these Unauthorized Press Releases is false and may not be relied on. The Company is now taking every action to ensure that the individual behind these publications is unable to make any further disruption.

The Company wishes to advise its shareholders, investors, and the public that the Unauthorized Press Releases were not authorized, reviewed, or approved by the Company’s leadership. Specifically:

Mr.<br> Hengcong Qiu remains the Chief Executive Officer, Chief Financial Officer and Chairman of<br> the Board of the Company and has not resigned.
Mr.<br> Minfei Bao remains a Director and has not resigned.
No<br> actions have been taken to change the composition of the Company’s Board of Directors.

The current management team remains fully in place. The Board of Directors continues to consist of Messrs. Minfei Bao, Hengcong Qiu, Xiaoqian Jia, Hailin Xie and Yanzhi Wang.

The Company believes the Unauthorized Press Releases were put out by a former employee who had previously managed the Company’s investor relations functions. This action appears to be a deliberate attempt to interfere with the Company’s business operations and stable management.

The Company is taking immediate and decisive actions to rectify this situation, protect the Company’s interests, and ensure the security of its regulatory disclosures. These actions include formally notifying the SEC of previous fraudulent filings made by this individual and notifying the proper authorities to investigate this matter.

The Company is committed to transparency and upholding the highest standards of corporate governance. We appreciate the trust of our shareholders and stakeholders and will provide updates as appropriate.

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. For more information, visit the Company’s website at utimemobile.com.

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. The forward-looking statements discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us, including those described in UTime Limited’s Annual Report on Form 20-F and our other filings made with the Securities and Exchange Commission. 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