Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
20 Février 2025 - 10:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-42098
JIADE LIMITED
Unit 2-02, Puningdun Business Plaza, No. 1702
and 1706 Minjiang Road
Jinjiang District, Chengdu City, Sichuan Province
The People’s Republic of China, 610000
(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 x Form 40-F ¨
Resignation and Appointment of Independent
Directors
Ms. Yaxuan Yang, an independent director
of JIADE LIMITED, a company incorporated under the laws of the Cayman Islands (the “Company”), a member of the audit committee,
the compensation committee, and the nominating and corporate governance committee of the board of directors of the Company (the “Board”),
and the chairperson of the audit committee, has notified the Company of her resignation as a director, effective February 14, 2025,
for the reasons set forth in her resignation letter, which letter is attached hereto as exhibit 99.1.
On February 14, 2025, the Board appointed
Mr. Shang Wu as (i) an independent director of the Company, (ii) a member of each of the nominating and corporate governance
committee, audit committee, and compensation committee of the Board, and the chairperson of the compensation committee of the Board. In
addition, Mr. Shuang Qiu, an independent director of the Company and a member of the audit committee, the compensation committee,
and the nominating and corporate governance committee of the Board, previously served as the chairperson of the compensation committee.
In connection with Mr. Shang Wu’s appointment as the new chairperson of the compensation committee, Mr. Shuang Qiu no
longer serves in that role and, on February 14, 2025, the Board appointed Mr. Shuang Qiu as the chairperson of the audit committee
of the Board. The foregoing appointments are intended to fill the vacancy created by Ms. Yaxuan Yang’s departure. The Company
has determined that Mr. Shang Wu satisfies the “independence” requirements of the corporate governance rules of
the Nasdaq Stock Market, LLC, and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The biographical information
of Mr. Shang Wu is set forth below.
Mr. Shang Wu has extensive experience in
cultural education, business activities, and corporate management. Since 2018, Mr. Wu has served as the Executive Director of the
Italian I.C.E. International Exchange Promotion Association, where he leads strategic initiatives to enhance industrial cooperation between
China and Italy. Since 2020, Mr. Wu has also served as the General Manager at Chengdu Muyan Cultural Development Co., Ltd.,
overseeing the company’s overall operations and leading commercial transformation projects focused on urban renewal and art-related
business developments. Mr. Wu received his bachelor's degree in Decoration Arts from the Florence Academy of Fine Arts in 2016 and
a master’s degree in Art History from the University of Florence in 2019.
Mr. Wu does not have a family relationship
with any other director or executive officer of the Company and nor has he been involved in any transaction with the Company during the
past two years that would require disclosure under Item 404(a) of Regulation S-K.
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.
|
JIADE LIMITED |
|
|
|
Date: February 20, 2025 |
By: |
/s/ Yuan Li |
|
Name: |
Yuan Li |
|
Title: |
Co-Chief Executive Officer |
EXHIBIT INDEX
Exhibit 99.1
Jiade Limited
PO Box 309,
Ugland House,
Grand Cayman, KY1-1104,
Cayman Islands
(the "Company")
For the attention of: The Directors
Date: 14 February 2025
Dear Directors
Resignation as a Director
I hereby resign as a director of the Company with effect from
the date of this letter.
During my tenure
and in the course of fulfilling my duties, I have encountered significant difficulties in obtaining the necessary information to
make informed judgments. This has led to a situation where I am unable to provide any definitive or non-definitive opinions
regarding the company's financial condition and corporate governance.
As a result, I am unable
to confirm that I have no claims (whether under common law, contract, equity, statute or otherwise and whether present, future, actual,
contingent or otherwise) against the Company, or its directors, officers, employees or shareholders in respect of loss of office as a
director of the Company or to any claim for compensation for arrears of pay.
I also unable to confirm that there is no outstanding
agreement under which the Company has or could have any debt, liability or other obligation to me.
Yours faithfully
/s/ Yaxuan Yang |
|
Yaxuan Yang |
|
JIADE (NASDAQ:JDZG)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025
JIADE (NASDAQ:JDZG)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025