Ostin Technology Group Co., Ltd 6-K, filed Aug 30, 2023
Ostin Technology Group Co., Ltd. (OST)
About this 6-K
Ostin Technology Group Co., Ltd filed this 6-K on August 30, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-41362
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Ostin Technology Group Co., Ltd.
(Translation of registrant’s name into English)
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Building 2, 101/201
1 Kechuang Road
Qixia District, Nanjing
Jiangsu Province, China 210046
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
In connection with the 2023 annual general meeting of shareholders of Ostin Technology Group Co., Ltd. (the “Company”), attached hereto and incorporated by reference herein are Notice of Annual General Meeting of Shareholders, Proxy Statement for Annual General Meeting, Form of Proxy Card, and the Company’s press release issued on August 30, 2023, titled “Ostin Technology Group Co., Ltd. to Hold Annual General Meeting of Shareholders on September 28, 2023.”
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Exhibit Index
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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.
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Ostin Technology Group Co., Ltd. |
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By: |
/s/ Tao Ling |
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Name: |
Tao Ling |
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Title: |
Chief Executive Officer |
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Date: August 30, 2023
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Exhibit 99.1
OSTIN TECHNOLOGY GROUP CO., LTD.
Building 2, 101/201
1 Kechuang Road
Qixia District, Nanjing
Jiangsu Province, China 210046
(incorporated under the laws of the Cayman Islands)
(Nasdaq: OST)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on September 28, 2023
To the Shareholders of Ostin Technology Group Co., Ltd.,
NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Ostin Technology Group Co., Ltd. (the “Company”) will be held on September 28, 2023, at 8:00 P.M., Beijing Time, at Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046. The Meeting is called to consider the following:
1. As ordinary resolutions, to re-elect and appoint each of the five directors named in the proxy statement as a director of the Company to hold office until the next annual general meeting or until his/her respective successor is elected and duly qualified; and
2. As an ordinary resolution, to approve, ratify, and confirm the re-appointment of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
The board of directors of the Company (the “Board of Directors”) has fixed the close of business on August 18, 2023 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. This notice and the accompanying proxy statement and form of proxy card will first be mailed or given to the Company’s shareholders on or about August 31, 2023.
Only holders of ordinary shares of the Company, par value $0.0001 per share, on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Whether or not you expect to attend, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy card promptly. Shareholders who appoint proxies retain the right to revoke them at any time prior to the voting thereof.
Your vote is very important. Whether or not you plan to participate in the Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the accompanying proxy statement.
Shareholders may obtain a copy of the proxy materials, including the Company’s most recent annual report, from the Company’s website at http://www.austinelec.com/ or by submitting a request to ir@austinelec.com.
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By Order of the Board of Directors, |
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/s/ Tao Ling |
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Tao Ling |
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Chairman of the Board of Directors and |
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Nanjing, China |
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August 30, 2023 |
Exhibit 99.2
OSTIN TECHNOLOGY GROUP CO., LTD.
Building 2, 101/201
1 Kechuang Road
Qixia District, Nanjing
Jiangsu Province, China 210046
ANNUAL GENERAL MEETING OF SHAREHOLDERS
September 28, 2023
8:00 P.M., Beijing Time
PROXY STATEMENT
The board of directors (the “Board of Directors”) of Ostin Technology Group Co., Ltd. (the “Company,” “we,” “us,” or “our”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”) of the Company to be held on September 28, 2023, at 8:00 P.M., Beijing Time, at Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046, or any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. Any shareholder appointing such a proxy has the power to revoke it at any time before it is voted or the shareholder attends the Meeting in person. Written notice of such revocation should be forwarded directly to the secretary of the Company at the above stated address.
This proxy statement and the accompanying Notice of Annual General Meeting of Shareholders are first being sent to the Company’s shareholders on or about August 31, 2023. Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the Meeting in person. If you do attend the Meeting, you may vote by ballot at the Meeting and your proxy will be deemed to be revoked.
Only holders of the ordinary shares of the Company, par value $0.0001 per share, of record at the close of business on August 18, 2023 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing a majority of the voting rights of the outstanding ordinary shares carrying the right to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy needs not be a shareholder of the Company. For purposes of voting at the Meeting, each ordinary share is entitled to one vote upon all matters to be acted upon at the Meeting.
PROPOSALS TO BE VOTED ON
At the Meeting, ordinary resolutions will be proposed as follows:
1. to re-elect each of the five directors named in this proxy statement as a director of the Company to hold office until the next annual general meeting or until his/her respective successor is elected and duly qualified; and
2. to approve, ratify, and confirm the re-appointment of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
The Board of Directors recommends a vote “FOR” each of the Proposals No. 1 and No. 2.
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VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting, or at any adjournment thereof, may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date, and return the attached proxy card in accordance with the instructions set out therein. If no specific instructions are given by such shareholders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the Meeting, or at any adjournment thereof.
Abstentions by shareholders are included in the determination of the number of ordinary shares present and voting but are not counted as votes for or against a proposal.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to Nasdaq’s Marketplace Rules that permit companies to make available their annual reports to shareholders on or through the Company’s website, the Company posts its annual reports on the Company’s website. The annual report for the year ended September 30, 2022 (the “2022 Annual Report”) has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 16, 2023. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our 2022 Annual Report to shareholders by visiting the “Annual General Meeting” heading under the “Shareholder Services” section of the Company’s website at http://ostin-technology.com/download-65-63-50.html. If you want to receive a paper or email copy of the Company’s 2022 Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the investor relations contact of the Company, at ir@austinelec.com.
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PROPOSAL NO. 1
RE-ELECTION OF CURRENT DIRECTORS
This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shareholders present or represented by proxy and entitled to vote at the Meeting.
The Board of Directors currently consists of five members. All five current directors named below will seek re-election at the Meeting.
The Company’s Nominating and Corporate Governance Committee recommends, and the Board of Directors concurs, that the five current directors be re-elected.
Each director to be re-elected will hold office until the next annual general meeting of shareholders called for the appointment of directors and until their successor is duly appointed or such time as they die, resign or are removed from office by a shareholders’ ordinary resolution. The office of a director will be vacated automatically if, among other things, the directors resigns in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or is found to be or becomes of unsound mind.
The Company has no reason to believe that any of the nominees will not be a candidate or will be unable to serve as director. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the persons named in the proxy have advised that they will vote for the election of such person or persons as shall be designated by the directors, unless the proxy card contains contrary instructions.
The following table and subsequent narrative set forth the biographic information of the five director nominees.
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Name |
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Position/Title |
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Tao Ling |
55 |
Chairman of the Board of Directors and Chief Executive Officer |
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Xiaohong Yin |
56 |
Director |
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Heung Ming Wong |
53 |
Independent Director |
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John Carl Mein |
69 |
Independent Director |
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Qiang He |
38 |
Independent Director |
DIRECTORS FOR RE-ELECTION
Tao Ling has served as our director since inception, our Chairman of the Board of Directors and Chief Executive Officer since June 2020 and the Chairman of Jiangsu Austin Optronics Technology Co., Ltd. (“Jiangsu Austin”), our wholly owned subsidiary, from December 2010 to July 2021. Since July 2021, Mr. Ling served as chief operating officer of Jiangsu Austin. He started in the electronics industry in 1989 at the then Nanjing Radio Factory and by 1994 had assumed leadership roles responsible for technology licensing, working with leading international companies such as Harris, Uniden, Hitachi and Ericsson. From 1995 to June 2000, He worked in the international business arm of Nanjing Panda Electronics and became vice president responsible for sales of a variety of key products including TVs and other household appliances. From July 2000 to March 2008, he worked in key sales, supply-chain management and operations roles at Nanjing Sharp Electronics, which was behind the Sharp-branded TVs sold in China and many other countries. From April 2008 to November 2010, he was Chairman of Nanjing Shunyijing Electrical Technology Co., Ltd., an electrical technology company in China making and distributing air conditioning systems, where he was responsible for strategic planning including budget and sales. Mr. Lin received a bachelor’s degree in Radio Technology and an MBA degree from Southeast University in China in 1985 and 2004, respectively.
Xiaohong Yin has served as our director since June 2020. Mr. Yin served as director and General Manager of Jiangsu Austin from January 2011 to August 2021, and was in charge of production, quality control, and after-sale services as well as sales activities of the LCM/OC Department of Jiangsu Austin. He started his career in 1989 at the international business arm of Nanjing Zhongshan Group, a state-owned trade company and had taken on various sales roles within the company before becoming vice president and heading a large sales team. From January 2007 to December 2010, Mr. Yin served as the Legal Representative of Nanjing Shunpu Electronic Co., Ltd., an electronic company in China, where he was responsible for overseeing senior management and performing other activities required by the board of director of such company. Mr. Yin received a bachelor’s degree in Radio Technology from Southeast University in China in 1989.
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Heung Ming Wong has served as our director since April 2022. Mr. Wong has over twenty years’ experience in advising multinational companies on finance, accounting, internal control and corporate governance matters. Mr. Wong has served as an independent non-executive director of Helens International Holdings Company Limited (9869HK), a China-based investment holding company mainly engaged in bar operation and franchise business, since August 2021 and was appointed as the independent director of Sansheng Holdings (Group) Co. Ltd., a Hong Kong Mainboard Stock Exchange listed company (stock code: 2183) on August 1, 2022. Mr. Wong has also served as an independent non-executive director of Meihua International Medical Technologies Co., Ltd., (Nasdaq: MHUA) from April 2022 to June 2022. Mr. Wong also has served as a director of TD Holdings, Inc. (Nasdaq: GLG), a company engaged in commodity trading and supply chain services businesses, since April 2021. From June 2020 to March 2021, Mr. Wong served as Chief Financial Officer of Meten EdtechX Education Group Ltd. (Nasdaq: METX), a leading English language training service provider in China. He has served since April 2021 as an independent director of Shifang Holding Group Ltd. (1831HK), a Hong Kong-listed company which provides a wide range of integrated print media and digital media services to advertisers and since March 2020 as an independent director of Raffle Interior Ltd., a company engaged in the interior decoration business. Mr. Wong has been serving as the non-executive Chairman for Raffles Interior Ltd., a Singapore-based interior fitting-out services provider, since September 23, 2022. Previously, he also served as the Chief Financial Officer from March 2017 to November 2018 at Frontier Services Group (0500HK), a company listed on the Hong Kong Stock Exchange, which is a leading provider of integrated security, logistics, insurance and infrastructure services for clients operating in developing regions. Prior to that, Mr. Wong worked for Deloitte Touche Tohmatsu (China) and PricewaterhouseCoopers (China) for an aggregate of more than 11 years. Mr. Wong graduated from the City University of Hong Kong in 1993 with a bachelor’s degree in Accountancy and obtained a master’s degree in Electronic Commerce from the Open University of Hong Kong in 2003. He is a fellow member of the association of Chartered Certified Accountants and the Hong Kong institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Internal Auditor.
John Carl Mein has served as our director since April 2022. Mr. Mein has operated Mein Executive Group, an independent recruiting and business development firm, since August 2019, where he serves as the President and the sole employee. From September 2017 to July 2019, Mr. Mein served as the Vice President of Worldwide Sales for DustPhotonics, Inc., a manufacturer of optical transceivers and components. From July 2015 to July 2017, Mr. Mein served as the Vice President of Business Development for Petzila, Inc., an IoT startup company designing, building, and selling a remote treatcam for home pets, where he was responsible for fundraising, business development, and sales channel development. From July 2013 to July 2015, Mr. Mein was an independent sales consultant for Miller Heiman Group. From January 2009 to June 2013, Mr. Mein was the Vice President of Worldwide Sales for OneChip Photonics, where he was responsible for managing sales into the optical communications vertical market for fiber to the home and data center connectivity. Prior to 2009, Mr. Mein served in a variety of roles in sales and applications for several Silicon Valley companies, including Iamba Networks, Teknovus, Quake Technologies and Galileo Technology. Mr. Mein obtained a bachelor’s degree in Electrical Engineering from Kansas State University in May 1975, and a master’s degree in Electrical Engineering from Stanford University in June 1976.
Qiang He has served as our director since April 2022. Mr. He has served as a director for reporting and disclosure of Viomi Technology Co., Ltd. (Nasdaq: VIOT), a leading provider of smart home products and services in China, from May to August 2020, where he was in charge of financial reporting and disclosure. From December 2018 to January 2020, Mr. He held the positions of Senior Finance Manager and Chief Financial Officer at Minjiakefeng Information and Technology Co., Ltd., an online peer-to-peer lending platform in China. From September 2016 to October 2018, he was a senior associate at PricewaterhouseCoopers in Auckland, New Zealand and Hong Kong (short term secondment). Prior to that, Mr. He was an asset manager at Guangzhou Yuexiu Financial Leasing, a financial leasing company, from September 2014 to June 2015 and a senior associate at PricewaterhouseCoopers in Guangzhou, China from September 2008 to August 2014. Mr. He received a Graduate Diploma in Professional Accountancy from Unitec Institute of Technology in Auckland, New Zealand and a bachelor’s degree in business administration (financial management) from Jinan University in China. Mr. He is a CPA in China and the United States.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE RE-ELECTION OF EACH OF THE CURRENT DIRECTORS NAMED ABOVE.
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BOARD OF DIRECTORS AND BOARD COMMITTEES
Our Board of Directors currently consists of five directors, including two executive directors and three independent directors. We have also established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. We have adopted a charter for each of the three committees. Each of the committees of our Board of Directors shall have the composition and responsibilities described below.
Terms of Directors
Our directors are not subject to a set term of office and hold office until the next general meeting called for the appointment of directors and until their successor is duly appointed or such time as they die, resign or are removed from office by a shareholders’ ordinary resolution. The office of a director will be vacated automatically if, among other things, the directors resigns in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or is found to be or becomes of unsound mind.
Duties of Directors
Under Cayman Islands law, directors owe the following fiduciary duties:
(i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
(ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
(iii) directors should not properly fetter the exercise of future discretion;
(iv) duty to exercise powers fairly as between different sections of shareholders;
(v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
(vi) duty to exercise independent judgment.
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.
Accordingly, as a result of multiple business affiliations, our directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our Board of Directors evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the afore-mentioned conflicts will be resolved in our favor. Furthermore, each of our directors has pre-existing fiduciary obligations to other businesses of which they are directors.
Our company has the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached.
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Committees of the Board
Audit Committee
Messrs. Mein, Wong and He serve as members of our Audit Committee with Mr. He serving as the chairman of the Audit Committee. Each of our Audit Committee members satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that Mr. He possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee performs several functions, including:
• evaluating the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;
• approving the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;
• monitoring the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;
• reviewing the financial statements to be included in our Annual Report on Form 20-F and Current Reports on Form 6-K and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;
• overseeing all aspects of our systems of internal accounting control and corporate governance functions on behalf of the Board of Directors;
• reviewing and approving in advance any proposed related-party transactions and report to the full Board of Directors on any approved transactions; and
• providing oversight assistance in connection with legal, ethical and risk management compliance programs established by management and our Board of Directors, including Sarbanes-Oxley Act implementation, and makes recommendations to our Board of Directors regarding corporate governance issues and policy decisions.
Compensation Committee
Messrs. Wong and Mein serve as members of our Compensation Committee with Mr. Wong serving as the chairman of the Compensation Committee. All of our Compensation Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. Our Compensation Committee is responsible for overseeing and making recommendations to our Board of Directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.
Nominating and Corporate Governance Committee
Messrs. Mein and He serve as members of our Nominating and Corporate Governance Committee, with Mr. Mein serving as the chairman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate Governance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. Our Nominating and Corporate Governance Committee is responsible for identifying and proposing new potential director nominees to the Board of Directors for consideration and reviewing our corporate governance policies.
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PROPOSAL NO. 2
APPROVAL, RATIFICATION, AND CONFIRMATION
OF
THE RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shareholders present or represented by proxy and entitled to vote at the Meeting.
The Company’s Audit Committee appointed TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023, and the Board of Directors concurred.
In the event that our shareholders fail to ratify the appointment and the authorization, our Audit Committee will reconsider its selection. Even if the appointment is ratified, our Audit Committee in its discretion may recommend the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND
A VOTE FOR
THE APPROVAL, RATIFICATION, AND CONFIRMATION OF THE RE-APPOINTMENT
OF
TPS THAYER, LLC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2023.
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OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
The Company will bear the cost of preparing, printing, assembling and mailing the proxy card, proxy statement and other material which may be sent to shareholders in connection with this solicitation. In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may solicit proxies without additional compensation, by telephone or telegraph.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders wishing to communicate with the Board of Directors or any individual director may write to the Board of Directors or the individual director: Ostin Technology Group Co., Ltd.; Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046. Any such communication must state the number of ordinary shares beneficially owned by the shareholder making the communication. All such communications will be forwarded to the full of Directors or to any individual director or directors to whom the communication is directed unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company has the authority to discard the communication or take appropriate legal action regarding the communication.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual and current reports and other documents with the SEC under the Exchange Act. The Company’s SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.
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By order of the Board of Directors |
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August 30, 2023 |
/s/ Tao Ling |
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Tao Ling |
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Chairman of the Board of Directors and |
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Exhibit 99.3
OSTIN TECHNOLOGY GROUP CO., LTD. BUILDING 2, 101/201 1 KECHUANG ROAD QIXIA DISTRICT, NANJING JIANGSU PROVINCE, CHINA 210046 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V22686-P98546 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY OSTIN TECHNOLOGY GROUP CO., LTD. The Board of Directors recommends you vote FOR the following proposal: 1. Re-election of Directors Nominees: For Against Abstain 1a. Tao Ling 1b. Xiaohong Yin 1c. Heung Ming Wong 1d. John Carl Mein 1e. Qiang He The Board of Directors recommends you vote FOR the following proposal: 2. To approve, ratify, and confirm the re-appointment of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date For Against Abstain
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement is available at www.proxyvote.com. V22687-P98546 OSTIN TECHNOLOGY GROUP CO., LTD. Annual Meeting of Shareholders September 28, 2023, at 8:00 P.M., Beijing Time This proxy is solicited on behalf of the Board of Directors The shareholder(s) hereby appoint(s) Tao Ling, as proxy, with the power to appoint his substitute, and hereby authorize(s) him to represent and to vote, as designated on the reverse side of this ballot, all ordinary shares of OSTIN TECHNOLOGY GROUP CO., LTD. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 8:00 P.M., Beijing Time on September 28, 2023, at Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side
Exhibit 99.4
Ostin Technology Group Co., Ltd. to Hold Annual General Meeting of
Shareholders on September 28, 2023
Nanjing, China, August 30, 2023 (GLOBE NEWSWIRE) — Ostin Technology Group Co., Ltd. (the “Company”) (Nasdaq: OST), a supplier of display modules and polarizers in China, today announced that it expects to hold its 2023 annual general meeting of shareholders on September 28, 2023 at 8:00 p.m., Beijing Time (September 28, 2023, at 8:00 a.m., Eastern Time), at its executive office at Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046.
As fully discussed in the proxy statement described below, the shareholders will be asked to consider and vote upon the following proposals at the annual meeting:
(1) To re-elect and appoint the five directors named in the proxy statement, each to serve a term expiring at the next annual meeting of shareholders in 2024 or until their successors are duly elected and qualified; and
(2) To approve, ratify and confirm the re-appointment of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
Shareholders of record at the close of business on August 18, 2023 are entitled to receive notice and vote at the annual meeting and any adjournment or postponement thereof. All shareholders are cordially invited to attend the meeting in person. Whether or not you plan to attend the annual meeting, we encourage you to vote and submit your proxy by telephone, via the Internet or by mail. For additional instructions, voting by telephone or via the Internet, please refer to the proxy card. To vote and submit your proxy by mail, please complete, sign and date the enclosed proxy card and return it in the enclosed envelope. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.
Additional Information
In connection with the annual meeting, the Company will file with the Securities and Exchange Commission (the “SEC”) on August 30, 2023, a proxy statement, which is publicly available, and will mail such proxy statement to shareholders on or about August 31, 2023. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSALS. Shareholders may access the Company’s proxy statement, without charge, at the SEC’s website www.sec.gov. Upon email or written request to ir@austinelec.com or, Ostin Technology Group Co., Ltd., Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046, we will provide without charge to each person requesting, a copy of our annual report on Form 20-F for the year ended September 30, 2022 (the “2022 Annual Report”), including the financial statements filed therewith. We will furnish a requesting shareholder with any exhibit not contained therein upon specific request. In addition, the proxy statement, as well as our 2022 Annual Report, are available on our Internet website at http://ostin-technology.com/download-65-63-50.html.
About Ostin Technology Group Co., Ltd.
Founded in 2010, the Company is a supplier of display modules and polarizers in China. The Company designs, develops, and manufactures TFT-LCD display modules in a wide range of sizes and customized sizes which are mainly used in consumer electronics, outdoor LCD displays, and automotive displays. The Company also manufactures polarizers used in the TFT-LCD display modules.
For more information, please visit http://www.austinelec.com/
Forward-Looking Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, underlying assumptions, and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,”
“project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s forecast on market trends; the Company’s future business development; the demand for and market acceptance for new products; expectation to receive customer orders for new products; the anticipated timing for the marketing and sales of new products; changes in technology; the Company’s ability to attract and retain skilled professionals; client concentration; and general economic conditions affecting the Company’s industry and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Ostin Technology Group Co., Ltd.
ir@austinelec.com
Investor Relations:
Janice Wang
Wealth Financial Services LLC
Phone: +86 13811768599 +1 628 283 9214
Email: services@wealthfsllc.com