Alpha Technology Group Ltd 6-K, filed Nov 4, 2024
Alpha Technology Group Ltd (ATGL)
About this 6-K
Alpha Technology Group Ltd filed this 6-K on November 4, 2024.
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 November 2024
Commission File Number: 001-41847
Alpha Technology Group Ltd
Unit B, 12/F, 52 Hung To Road
Kwun Tong, Kowloon, Hong Kong
(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 ☐
Results of Alpha Technology Group Limited’s 2024 Extraordinary General Meeting
The 2024 extraordinary general meeting of shareholders (the “Meeting”) of Alpha Technology Group Limited (the “Company”) was held at 22/F, Euro Trade Centre, 13-14 Connaught Road Central, Central, on November 4, 2024 at 10:00 a.m. (Hong Kong Time), pursuant to notice duly given.
At the close of business on November 4, 2024, the record date for the determination of shareholders entitled to vote at the Meeting, there were 16,462,500 ordinary shares outstanding, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company. At the Meeting, not less than one shareholder holding shares or a class or series of shares entitled to vote on resolutions attended the meeting, constituting a quorum.
At the Meeting, the shareholders of the Company adopted the following resolutions:
| 1. | as a resolution, that the existing Second Amended and Restated Memorandum and Articles of Association (the “Current Effective M&AA”) of the Company be amended and restated by the deletion of Clause 8 in its entirety, and references to Clause 8 in Clause 12, which reflects the amendment on the shareholding requirement for variation of rights of shares of the Company (“Resolution No. 1”); |
| 2(a). | as a resolution, the Company’s maximum number of shares authorised to be issued being 1,500,000,000 shares of US$0.0001 par value each, be and is hereby re-classified and re-designated as 1,500,000,000 shares in aggregate divided into 900,000,000 Class A ordinary shares with a par value of US$0.0001 each with 1 vote per share (“Class A Ordinary Shares”), and 600,000,000 Class B ordinary shares with a par value of US$0.0001 each with 20 votes per share (“Class B Ordinary Shares”), and THAT the current issued and outstanding 16,462,500 ordinary shares of par value of US$0.0001 each be and are re-classified and re-designated as Class A Ordinary Shares (“Resolution No. 2(a)”); |
| 2(b). | as a resolution, the Memorandum and Articles of Association of the Company be amended and restated by the deletion of the Current Effective M&AA in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Amended M&A”) as set forth in Appendix A to the meeting notice, which reflects the reclassification and redesignation of the Company’s authorised shares (“Resolution No. 2(b)”); and |
| 2(c). | as a resolution, the surrender and issue of shares of certain shareholder as follows be approved (“Resolution No. 2(c)”). |
| Name of Shareholder | Number of Existing Shares held |
Number of Shares to be held Given Effect to Share Redesignation and Reclassification |
Number of Shares to be Held Giving Effect to Share Redesignation, Reclassification, Surrender and Issue | |||
| Tsang Chun Ho, Anthony | 1,597,500 Ordinary Shares | 1,597,500 Class A Ordinary Shares | 1,200,000 Class B Ordinary Shares 397,500 Class A Ordinary Shares |
The lock-up restrictions, being the lock-up period of three years from the date of grant (i.e. October 10, 2024) attached to the 1,200,000 Class A Ordinary Shares surrendered, shall remain in full force and continuance on the Class B Ordinary Shares issued.
The results of the votes at the Meeting for the resolutions were as follows:
| Resolution | For | Against | Abstain | ||||||||||||
| 1 | Resolution No. 1 | 1,683,123 | 745 | 79 | |||||||||||
| 2 | Resolution No. 2(a) | 1,683,180 | 761 | 6 | |||||||||||
| 3 | Resolution No. 2(b) | 1,681,186 | 755 | 2,006 | |||||||||||
| 4 | Resolution No. 2(c) | 1,683,117 | 824 | 6 | |||||||||||
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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.
| Alpha Technology Group Ltd | ||
| Date: November 4, 2024 | By: | /s/ Tsang Chun Ho, Anthony |
| Name: | Tsang Chun Ho, Anthony | |
| Title: | Executive director and president | |
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