GSUN 6-K

Golden Sun Technology Group Ltd. (GSUN)

6-K 2025-12-10 For: 2025-12-10

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Added on April 08, 2026

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(i)	Nasdaq Rule 5635(c) provides (with certain exceptions not relevant to the conclusions expressed herein) that each company listed on NASDAQ is required to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan or other equity compensation arrangement is established or materially amended.

(ii)	Nasdaq Rule 5620(a) provides (with certain exceptions not relevant to the conclusions expressed herein) that each company listing common stock or voting preferred stock, and/or their equivalents, must hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year.

(iii)	Nasdaq 5605(b)(2) provides (with certain exceptions not relevant to the conclusions expressed herein) that the independent directors must have regularly scheduled meetings at which only independent directors are present.

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association of the Registrant, currently in effect
10.1		Golden Sun Technology Group Limited 2025 Equity Incentive Plan
10.2		Form of RSU Award Agreement
10.3		Form of Stock Option Award Agreement
99.1		Home Country Exemption Letter of Ogier (Cayman) LLP

Golden Sun Technology Group Limited

By:	/s/ Xueyuan Weng
	Name:	Xueyuan Weng
	Title:	Chief Executive Officer

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5

2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to pay commissions and brokerage fees		5
Trusts not recognised		6
Security interests		6
Power to vary class rights		6
Effect of new Share issue on existing class rights		7
No bearer Shares or warrants		7
Treasury Shares		7
Rights attaching to Treasury Shares and related matters		7
Register of Members		8
Annual Return		8

3	Share certificates	8
Issue of share certificates		8
Renewal of lost or damaged share certificates		9

4	Lien on Shares	9
Nature and scope of lien		9
Company may sell Shares to satisfy lien		9
Authority to execute instrument of transfer		10
Consequences of sale of Shares to satisfy lien		10
Application of proceeds of sale		10

5	Calls on Shares and forfeiture	11
Power to make calls and effect of calls		11
Time when call made		11
Liability of joint holders		11
Interest on unpaid calls		11
Deemed calls		12
Power to accept early payment		12
Power to make different arrangements at time of issue of Shares		12
Notice of default		12
Forfeiture or surrender of Shares		12
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		13
Effect of forfeiture or surrender on former Member		13
Evidence of forfeiture or surrender		13
Sale of forfeited or surrendered Shares		14

6	Transfer of Shares	14
Right to transfer		14
Suspension of transfers		15
Company may retain instrument of transfer		15
Notice of refusal to register		15

7	Transmission of Shares	15
Persons entitled on death of a Member		15
Registration of transfer of a Share following death or bankruptcy		15
Indemnity		16
Rights of person entitled to a Share following death or bankruptcy		16

8	Alteration of capital	16
Increasing, consolidating, converting, dividing and cancelling share capital		16
Dealing with fractions resulting from consolidation of Shares		17
Reducing share capital		17

9	Conversion, redemption and purchase of own Shares	17
Power to issue redeemable Shares and to purchase own Shares		17
Power to pay for redemption or purchase in cash or in specie		18
Effect of redemption or purchase of a Share		18
Conversion Rights		19
Share Conversions		19

10	Meetings of Members	19
Annual and extraordinary general meetings		19
Power to call meetings		19
Content of notice		20
Period of notice		21
Persons entitled to receive notice		21
Accidental omission to give notice or non-receipt of notice		21

11	Proceedings at meetings of Members	22
Quorum		22
Lack of quorum		22
Chairman		22
Right of a Director to attend and speak		22
Accommodation of Members at meeting		22
Security		23
Adjournment		23
Method of voting		23
Outcome of vote by show of hands		24
Withdrawal of demand for a poll		24
Taking of a poll		24
Chairman’s casting vote		24
Written resolutions		24
Sole-Member Company		25

12	Voting rights of Members	25
Right to vote		25
Voting Rights		25
Rights of joint holders		26
Representation of corporate Members		26
Member with mental disorder		26
Objections to admissibility of votes		27
Form of proxy		27
How and when proxy is to be delivered		28
Voting by proxy		29

13	Number of Directors	29

14	Appointment, disqualification and removal of Directors	30
First Directors		30
No age limit		30
Corporate Directors		30
No shareholding qualification		30


Companies Act (Revised) Company Limited by Shares

	amended and restated memorandum of association OF Golden Sun Technology Group Limited 金太阳科技集团有限公司
Adopted by special resolution on September 25, 2025



Companies Act (Revised) Company Limited By Shares

	AMENDED AND RESTATED articles of association of Golden Sun Technology Group Limited 金太阳科技集团有限公司
(Adopted by special resolution passed on September 25, 2025)

Appointment of Directors		30
Board’s power to appoint Directors		30
Eligibility		31
Appointment at annual general meeting		31
Removal of Directors		31
Resignation of Directors		31
Termination of the office of Director		31

15	Alternate Directors	32
Appointment and removal		32
Notices		33
Rights of alternate Director		33
Appointment ceases when the appointor ceases to be a Director		33
Status of alternate Director		33
Status of the Director making the appointment		34

16	Powers of Directors	34
Powers of Directors		34
Directors below the minimum number		34
Appointments to office		34
Provisions for employees		35
Exercise of voting rights		35
Remuneration		35
Disclosure of information		36

17	Delegation of powers	36
Power to delegate any of the Directors’ powers to a committee		36
Local boards		37
Power to appoint an agent of the Company		37
Power to appoint an attorney or authorised signatory of the Company		37
Borrowing Powers		38
Corporate Governance		38

18	Meetings of Directors	38
Regulation of Directors’ meetings		38
Calling meetings		38
Notice of meetings		39
Use of technology		39
Quorum		39
Chairman or deputy to preside		39
Voting		39
Recording of dissent		39
Written resolutions		40
Validity of acts of Directors in spite of formal defect		40

19	Permissible Directors’ interests and disclosure	40

20	Minutes	41

21	Accounts and audit	42
Auditors		42

22	Record dates	42

23	Dividends	43
Source of dividends		43
Declaration of dividends by Members		43

Payment of interim dividends and declaration of final dividends by Directors		43
Apportionment of dividends		44
Right of set off		44
Power to pay other than in cash		44
How payments may be made		45
Dividends or other monies not to bear interest in absence of special rights		45
Dividends unable to be paid or unclaimed		45

24	Capitalisation of profits	46
Capitalisation of profits or of any share premium account or capital redemption reserve;		46
Applying an amount for the benefit of Members		46

25	Share Premium Account	46
Directors to maintain share premium account		46
Debits to share premium account		46

26	Seal	47
Company seal		47
Duplicate seal		47
When and how seal is to be used		47
If no seal is adopted or used		47
Power to allow non-manual signatures and facsimile printing of seal		47
Validity of execution		48

27	Indemnity	48
Release		49
Insurance		49

28	Notices	49
Form of notices		49
Electronic communications		49
Persons entitled to notices		51
Persons authorised to give notices		51
Delivery of written notices		51
Joint holders		51
Signatures		51
Giving notice to a deceased or bankrupt Member		52
Date of giving notices		52
Saving provision		52

29	Authentication of Electronic Records	53
Application of Articles		53
Authentication of documents sent by Members by Electronic means		53
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		53
Manner of signing		54
Saving provision		54

30	Transfer by way of continuation	54

31	Winding up	55
Distribution of assets in specie		55
No obligation to accept liability		55

32	Amendment of Memorandum and Articles	55
Power to change name or amend Memorandum		55
Power to amend these Articles		55

Method for giving notices	When taken to be given
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member’s registered address	At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address	48 hours after the date it was sent
(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

Grant Date:

Total Number of RSUs Granted:

Vesting Commencement Date:

Vesting Schedule:

PARTICIPANT		GOLDEN SUN TECHNOLOGY GROUP LTD.


Signature		By


Print Name		Print Name


		Print Title




Residence Address

	Grant Date:	_______________________________

	Vesting Commencement Date:	_______________________________

	Exercise Price per Share:	$ ______________________________

	Total Number of Shares Granted:	_______________________________

	Total Exercise Price:	US$ ___________________________

	Type of Option:	☐ Incentive Stock Option

		☐ Nonqualified Stock Option

	Term/Expiration Date:	_______________________________

	Vesting Schedule:	_______________________________

GRANTEE		GOLDEN SUN TECHNOLOGY GROUP LTD.


Signature		By


Print Name		Print Name


		Print Title




Residence Address

Submitted by:		Accepted by:

GRANTEE		Golden Sun Technology Group LTD.


Signature		By


Print Name		Print Name


		Print Title

Address:





		Date Received

The NASDAQ Capital Market		D +1 345 815 1877
		E [email protected]

		Reference: 427449.00001

		December 8, 2025