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 April 2024
Commission File Number: 001-41425
Golden Sun Health Technology Group Limited
Profit Huiyin Square North Building,
Huashan 2018, Unit 1001,
Xuhui District, Shanghai, China
(Address of principal executive offices)
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 ☐
Results of Golden Sun Health Technology Group Limited’s 2024 Extraordinary General Meeting
The 2024 extraordinary general meeting of shareholders (the “Meeting”) of Golden Sun Health Technology Group Limited (the “Company”) was held at 8th Floor, Administration Building, 390 East Tiyuhui Road, Hongkou District, Shanghai, China, on April 11, 2024, at 10:00 a.m. EST, with the ability given to the shareholders to join virtually via live audio webcast at www.virtualshareholdermeeting.com/GSUN2024, pursuant to notice duly given.
At the close of business on March 18, 2024, the record date for the determination of holders of ordinary shares of the Company (“Ordinary Shares”) entitled to vote at the Meeting, there were 19,085,491 Ordinary Shares outstanding, composed of 15,055,491 Class A Ordinary Shares, each entitled to one vote, and 4,030,000 Class B Ordinary Shares, each entitled to five votes, representing all the Company’s outstanding voting securities. At the Meeting, the holders of 7,231,036 Ordinary Shares of the Company were represented in person or by proxy, constituting a quorum.
At the Meeting, the shareholders of the Company adopted an ordinary resolution that:
effective on April 18, 2024:
| a. | the authorised, issued, and outstanding shares of the Company (collectively, the Shares) be consolidated and divided by consolidating: |
| I. | every ten (10) Class A Ordinary Shares with a par value of US$0.0005 each into one (1) Class A Ordinary Share with a par value of US$0.005 each; and |
| II. | every ten (10) Class B Ordinary Shares with a par value of US$0.0005 each into one (1) Class B Ordinary Share with a par value of US$0.005 each, |
with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the Share Consolidation);
| b. | as a result of the Share Consolidation, the authorised share capital of the Company be amended from US$50,000 divided into 90,000,000 Class A Ordinary Shares with a par value of US$0.0005 each and 10,000,000 Class B Ordinary Shares with a par value of US$0.0005 each to US$50,000 divided into 9,000,000 Class A Ordinary Shares with a par value of US$0.005 each and 1,000,000 Class B Ordinary Shares with a par value of US$0.005 each; and |
| c. | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share. |
The result of the vote at the Meeting for the resolution was as follows:
| For | Against | Abstain | ||
| 23,195,724 | 154,362 | 950 |
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Consolidation of Ordinary Shares
On April 11, 2024, the Company held the Meeting, at which the Company’s shareholders adopted the following ordinary resolution, that:
effective on April 18, 2024:
| a. | the authorised, issued, and outstanding shares of the Company (collectively, the Shares) be consolidated and divided by consolidating: |
| I. | every ten (10) Class A Ordinary Shares with a par value of US$0.0005 each into one (1) Class A Ordinary Share with a par value of US$0.005 each; and |
| II. | every ten (10) Class B Ordinary Shares with a par value of US$0.0005 each into one (1) Class B Ordinary Share with a par value of US$0.005 each, |
with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the Share Consolidation);
| b. | as a result of the Share Consolidation, the authorised share capital of the Company be amended from US$50,000 divided into 90,000,000 Class A Ordinary Shares with a par value of US$0.0005 each and 10,000,000 Class B Ordinary Shares with a par value of US$0.0005 each to US$50,000 divided into 9,000,000 Class A Ordinary Shares with a par value of US$0.005 each and 1,000,000 Class B Ordinary Shares with a par value of US$0.005 each; and |
| c. | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share. |
Reason for the Share Consolidation. The Share Consolidation was proposed so that the Company can expeditiously meet the continued listing standard of the Nasdaq Stock Market (“Nasdaq”) relating to the minimum bid price under Nasdaq Listing Rule 5550(a)(2), and to mitigate the risk of the Company being delisted from the Nasdaq. The Company has until May 16, 2024 to regain compliance with Nasdaq Listing Rule 5550(a)(2).
Effective Date; Symbol; CUSIP Number. On Mach 21, 2024, the board of directors of the Company passed a resolution to set April 18, 2024 as the effective date of the Share Consolidation (the “Effective Date”), which will be reflected on the Nasdaq marketplace at the opening of business on April 18, 2024, whereupon the Company’s Class A Ordinary Shares shall begin trading on a post-consolidation basis. The Company’s Class A Ordinary Shares will continue to trade on the Nasdaq under the same symbol “GSUN” with a new CUSIP Number, G4013A115.
Adjustment; No Fractional Shares. On the Effective Date, the number of the Company’s Ordinary Shares held by each shareholder will be converted into the number of Ordinary Shares held by such shareholder immediately prior to the Share Consolidation divided by ten (10), with any resulting fractional shares rounded up to the whole number of shares.
Non-Certificated Shares. Shareholders who hold their Ordinary Shares in electronic form at brokerage firms do not have to take any action as the Share Consolidation will be automatically reflected in their brokerage accounts.
Authorized Shares. On the Effective Date, the Company’s authorized Ordinary Shares will be consolidated at the ratio of ten-for-one, and the authorized share capital of the Company will become US$50,000 divided into 9,000,000 Class A Ordinary Shares with a par value of US$0.005 each and 1,000,000 Class B Ordinary Shares with a par value of US$0.005 each.
Capitalization. As of April 11, 2024, the Company had 19,085,491 Ordinary Shares issued and outstanding, composed of 15,055,491 Class A Ordinary Shares and 4,030,000 Class B Ordinary Shares. As a result of the Share Consolidation, upon the Effective Date, there will be approximately 1,908,550 Ordinary Shares issued and outstanding, composed of approximately 1,505,550 Class A Ordinary Shares and 403,000 Class B Ordinary Shares (subject to the adjustment of rounding fractional shares into additional whole shares).
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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.
Dated: April 12, 2024
| Golden Sun Health Technology Group Limited | ||
| By: | /s/ Xueyuan Weng | |
| Name: | Xueyuan Weng | |
| Title: | Chief Executive Officer | |
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