6-K
Zeta Network Group (ZNB)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form 6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THESECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 333-226308
COLORSTAR TECHNOLOGY CO., LTD.
(Translation of registrant’s name into English)
80 Broad Street, 5th Floor
New York, NY 10005
Tel: +1 (929) 317-2699
(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 ☐
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
Removaland Appointment of Directors
On March 17, 2025, the board of directors of the Company (the “Board of Directors”) received notice from shareholders of the Company entitled to vote an aggregate of 16,250,000 Class A Ordinary shares of the Company and 0 Class B Ordinary shares of the Company, representing approximately 67.12% of the outstanding voting shares of the Company (together, the “Majority Shareholders”), pursuant to which:
| (a) | Louis<br> Luo, Shaikh Humaid Abdulla Rashed Ahmed Almualla, Ahmad Essa Mohammed Saleh, Muhammed Irfan<br> are removed as Directors of the Company with immediate effect; and |
|---|---|
| (b) | subject<br> to the Company receiving a duly signed consent to act, Yan Zhang and Samantha Huang are appointed<br> as Directors of the Company with immediate effect to serve until the next annual meeting<br> of members of the Company or until their successors have been duly elected and qualified, |
| --- | --- |
in each case, pursuant to the rights of the Majority Shareholders contained in articles 27.2 and 27.4 of the sixth amended and restated memorandum and articles of association of the Company.
The biographical information of Yan Zhang and Samantha Huang is set forth below.
Yan Zhang has served as a Sourcing Manager at Shenzhen YAOGU Industrial Co., Ltd since April 2020, where she is responsible for identifying and evaluating suppliers, managing costs, maintaining supplier relationships, developing strategic sourcing plans, mitigating risks, and leveraging data analytics to optimize procurement and supply chain efficiency. Ms. Zhang obtained her bachelor’s degree from HuaiHai Institute of Technology in July 2003.
Samantha Huang has served as a President at BK FOOD INC. (New York) from August 2019 to October 2024, where she is responsible for setting strategic goals and ensuring alignment with the company’s vision. From June 2013 to June 2019, Ms. Huang served as the Executive Director at Pengpai Pros & Partners (New York). Earlier in her career, she was a Chief Investment & Finance Officer at Shanghai Daoshe Law Firm from July 2010 to February 2013. Ms. Huang obtained her bachelor’s degree in accounting and finance from Shanghai University in July 2006.
Yan Zhang and Samantha Huang do not have any family relationships with any director or executive officer of the Company and have not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Yan Zhang and Samantha Huang have entered into director offer letters (the “Offer Letters”) with the Company which establishes other terms and conditions governing their services to the Company.
A copy of the Notice of Removal and Appointment of Directors of the Company dated March 17, 2025 that was received by the Board of Directors and a form of the Offer Letters are furnished as Exhibits 99.1 and 99.2 to this Report on Form 6-K, respectively, and are incorporated herein by reference.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Notice of Removal and Appointment of Directors of the Company |
| 99.2 | Form of Director Offer Letter |
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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: March 18, 2025
| COLOR STAR TECHNOLOGY CO., LTD. | |
|---|---|
| By: | /s/<br> Louis Luo |
| Name: | Louis<br> Luo |
| Title: | Chief<br> Executive Officer |
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Exhibit 99.1
March 17, 2025
| To: | The Board of Directors (the “Directors”) |
|---|
Color Star Technology Co., Ltd.
80 Broad Street, 5^th^ Floor
New York, NY 10005
Dear Directors,
| Re: | Notice of Removal and Appointment of Directors of ColorStar Technology Co., Ltd. (the “Company”) |
|---|
We, the undersigned, are entitled to vote an aggregate of 16,250,000 Class A Ordinary shares of the Company and 0 Class B Ordinary shares of the Company as of the date of this notice, representing approximately 67.12% of the outstanding voting shares of the Company, and accordingly comprise more than half of the paid-up share capital of the Company giving the right to attend and vote at general meetings of the Company (together, the “Majority Shareholders”).
Pursuant to articles 27.2 and 27.4 of the sixth amended and restated memorandum and articles of association of the Company (the “Articles”), the holders of more than half of the paid-up share capital of the Company (as to Issue Price, as defined in the Articles) giving the right to attend and vote at general meetings of the Company may appoint any person to be a Director and may in like manner remove any Director and may in like manner appoint another person in his stead.
Accordingly, the Majority Shareholders, pursuant to articles 27.2 and 27.4 of the Articles, hereby notify Louis Luo, Shaikh Humaid Abdulla Rashed Ahmed Almualla, Ahmad Essa Mohammed Saleh, Muhammed Irfan, the Directors and the Company that:
| (a) | Louis Luo, Shaikh Humaid Abdulla Rashed Ahmed Almualla, Ahmad<br>Essa Mohammed Saleh, Muhammed Irfan are removed as Directors of the Company with immediate effect; and |
|---|---|
| (b) | subject to the Company receiving a duly signed consent to<br>act, Yan Zhang and Samantha Huang are appointed as Directors of the Company with immediate effect to serve until the next annual meeting<br>of members of the Company or until their successors have been duly elected and qualified, |
| --- | --- |
(together, the “Director Changes”).
The Majority Shareholders hereby request the Directors to make all required filings (including, without limitation, a Form 6-K) in respect of the Director Changes as soon as reasonably practicable.
Additionally, the Majority Shareholders hereby request the Directors to authorise, direct and empower Conyers Trust Company (Cayman) Limited (as registered office of the Company) to update the Register of Directors and Officers of the Company to reflect the Director Changes and to make all necessary filings with the Registrar of Companies in the Cayman Islands in relation to the Director Changes.
The consent of each Majority Shareholder to the Director Changes and the matters described herein is evidenced by the signature of each such Majority Shareholder on this notice document. The Majority Shareholders have executed this notice document in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Pages Follow]
| ULife Media & Production International Limited |
|---|
| /s/ Mok Chi Hang |
| Director |
| Class A Ordinary Shares Held: 16,250,000 |
| Class B Ordinary Shares Held: 0 |
| Name: Mok Chi Hang |
Exhibit 99.2
COLOR STAR TECHNOLOGY CO., LTD.
80 Broad Street, 5th Floor
New York, NY 10005
[*], 2025
| Re: | Director Offer Letter |
|---|
Dear [*],
Color Star Technology Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
1. Term. This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.
2. Services. You shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
3. Compensation. As compensation for your services to the Company, you will receive $[*] in cash per year for serving on the Board, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
3. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
4. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means:
| i. | Any information which the Company possesses that has been<br>created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which<br>the Company is engaged; or |
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| ii. | Any information which is related to the business of the Company<br>and is generally not known by non-Company personnel. |
| --- | --- |
| iii. | Confidential Information includes, without limitation, trade<br>secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research,<br>data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier<br>identities, characteristics and agreements. |
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**b. Exclusions.**Notwithstanding the foregoing, the term Confidential Information shall not include:
| i. | Any information which becomes generally available to the<br>public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality<br>between the Company and you; |
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| ii. | Information received from a third party in rightful possession<br>of such information who is not restricted from disclosing such information; and |
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| iii. | Information known by you prior to receipt of such information<br>from the Company, which prior knowledge can be documented. |
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c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
6. Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.
7. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
8. Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
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9. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.
10. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
11. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
12. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.
13. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
(Signature Page Follows)
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The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | |
|---|---|
| Color Star Technology Co., Ltd. | |
| By: | |
| Name: | Louis Luo |
| Title: | Chief Executive Officer |
| AGREED AND ACCEPTED: | |
| --- | |
| [*] | |
| --- |