BGM Group Ltd 6-K, filed Dec 7, 2023
BGM Group Ltd. (BGM)
About this 6-K
BGM Group Ltd filed this 6-K on December 7, 2023.
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 December 2023
Commission File Number: 001-39805
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province, 735000
People’s Republic of China
+86-0937-2689523
(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 ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Submission of Matters to a Vote of Security Holders.
Qilian International Holding Group Limited (the “Company”) held an extraordinary meeting of shareholders at 10:00 a.m. EST on December 5, 2023 at No. 152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, PRC. Shareholders of the Company ordinary shares voted by proxy or at the meeting. There were 27,829,447 votes casted, representing approximately 77.84% of the total 35,750,000 outstanding votes and therefore constituting a quorum of more than one third of the shares outstanding and entitled to vote at the meeting as of the record date of October 25, 2023. Each ordinary share is entitled to one vote. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| 1. | That the following constitutes the number of votes voted with respect to the authorization to the Company’s board of directors (the “Board”) to effect a share consolidation, of the Company’s authorized and issued share capital, at a ratio of not less than one-for-two and not more than one-for-twenty (the “Approved Consolidation Ratio”), at any time prior to July 9, 2024, with the exact ratios to be set at a whole number within this range, as determined by the Board in its sole discretion (the “Share Consolidation”); |
| For | Against | Abstain | ||
| 27,802,745 | 22,646 | 4,056 |
Accordingly, the Share Consolidation has been approved.
| 2. | That the following constitutes the votes with respect to that the increase of the number of ordinary shares in the capital of the Company (the "Ordinary Shares") that the Company is authorized to issue to 100,000,000 Ordinary Shares, with the Company's authorized share capital to be increased accordingly (the “Increase of Authorized Shares”).; |
| For | Against | Abstain | ||
| 27,769,024 | 56,367 | 4,056 |
Accordingly, the Increase of Authorized Shares has been approved.
| 3. | That the following constitutes the votes with respect to the approval and adoption of a second amended and restated memorandum and articles of association (the “Amended MoA”) to effect the Share Consolidation and/or the Increase of Authorized Shares if and to the extent each is effected; |
| For | Against | Abstain | ||
| 27,771,187 | 53,887 | 4,373 |
Accordingly, the Amended MoA has been approved and adopted.
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: December 7, 2023
| QILIAN INTERNATIONAL HOLDING GROUP LTD | ||
| By: | /s/ Zhanchang Xin | |
| Name: | Zhanchang Xin | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |