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 2025
Commission File Number: 001-41362
Ostin Technology Group Co., Ltd.
(Translation of registrant’s name into
English)
Building 2, 101
1 Kechuang Road
Qixia District, Nanjing
Jiangsu Province, China 210046
(Address of principal executive offices)
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 ☐
Appointment of Director
On December 22, 2025, the board of directors of
the Company (the “Board”) approved the appointment of Mr. Rongguo Cui, age 62, as an independent director of the Company,
effective immediately. Pursuant to an Independent Director Agreement (the “Agreement”) dated December 22, 2025, entered
between Mr. Cui and the Company, Mr. Cui shall hold the position for a term of three (3) years commencing as of the date of the Agreement,
subject to early termination pursuant to terms of the Agreement. Pursuant to the Agreement. Mr. Cui will receive compensation of US$5,000
per quarter for his membership on the Board. The Agreement imposes certain duties and customary confidentiality obligations on Mr. Cui
customary for the agreements of this nature. The foregoing description is merely a summary of the Agreement and therefore does not purport
to be complete and the Agreement is qualified in its entirety by reference to the complete text of the Agreement, which is filed hereto
as Exhibit 10.1.
Mr. Cui will be a member of the Audit Committee,
the Compensation Committee, and the Nominating and Corporate Governance Committee, and will serve as chair of the Compensation Committee.
In addition, Mr. Cui will serve on the special committee established by the Board, which is comprised solely of independent directors
and was formed to investigate and oversee matters related to the United States Department of Justice (“DOJ”) indictment
and associated Nasdaq Stock Market LLC (the “Nasdaq”) and regulatory inquiries.
The Board assessed the independence of Mr. Cui
under the Company’s corporate governance guidelines and the independence standards under the rules of the Nasdaq and has determined
that Mr. Cui is independent.
Mr. Cui does not have any “family relationship”
as defined in Item 401 of Regulation S-K. There is no arrangement or understanding, pursuant to which Mr. Cui was appointed as director
of the Company. Mr. Cui is not related to any existing officer or director of the Company. There are also no transactions or relationships
between or among Mr. Cui with the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The biographical information of Mr. Cui is set
forth below.
Mr. Cui has served as Co-Founder, Chairman
and Chief Executive Officer of PI Semiconductor (Shenzhen) Co., Ltd since December 2020. He co-founded PI Semiconductor in 2019 and
is responsible for corporate strategy. From April 2018 to November 2020, Mr. Cui served as Chief Executive Officer of NeuSemi Group Co., Ltd, where he led brand development, long-term growth strategy, and integration of several acquired entities. From August 2015
to March 2018, Mr. Cui served as Senior Director of Strategic Marketing and Business Development at Semtech Corporation, where he drove
strategic initiatives for the company’s communications business, including 5G, data center and broadband access applications.
Mr. Cui received an MBA in Marketing and Finance from Oral Roberts University in 1996, an MA-equivalent degree in Applied
Linguistics from the University of Chinese Academy of Sciences in 1987, and a bachelor’s degree in English Literature from
Jiangsu Normal University in 1985.
Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Independent Director Agreement between Ostin Technology Group Co., Ltd. and its director, Rongguo Cui, |
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.
| Ostin Technology Group Co., Ltd. |
|
| |
|
| By: |
/s/ Tao Ling |
|
| Name: |
Tao Ling |
|
| Title: |
Chief Executive Officer |
|
Date: January 08, 2026
Exhibit 10.1
OSTIN TECHNOLOGY GROUP CO., LTD.
INDEPENDENT DIRECTOR AGREEMENT
THIS AGREEMENT
( The “ Agreement”) is made as of December [22th ], 2025 and is by and between Ostin Technology Group Co., Ltd., an
exempted company incorporated with limited liability in the Cayman Islands (hereinafter referred to as the “Company”),
and Rongguo Cui (hereinafter referred to as the “Director”).
BACKGROUND
Following the
nomination and recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board desires to appoint
the Director, Mr. Rongguo Cui, as an independent director of the Company and to have the Director perform the duties of an independent
director, and the Director desires to be so appointed for such position and to perform the duties required of such position in accordance
with the terms and conditions of this Agreement.
AGREEMENT
In consideration
for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged,
the Company and the Director hereby agree as follows:
1. DUTIES.
The Company requires that the Director be available to perform the duties of an independent director customarily related to this function
as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constitutional
documents, including its memorandum and articles of association and its corporate governance and board committee charters, each as amended
or modified from time to time, and by applicable law, including by the Companies Act (As Revised) of the Cayman Islands (the “Cayman
Companies Act”) . The Director agrees to devote as much time as is necessary to perform completely the duties as the Director
of the Company, including duties as a member of the Compensation Committee, Nominating and Corporate Governance Committee, Audit Committee
and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance
with the general fiduciary duty of directors arising under the Cayman Companies Act.
2. TERM.
Subject to Article 7 below, the term of this Agreement shall be [three] years commencing as of the date of this Agreement.
3. COMPENSATION.
For all services to be rendered by the Director in any capacity hereunder, the Company agrees to pay the Director a fee of US$5,000 per
quarter. Such fee may be adjusted from time to time as agreed by the parties.
4. EXPENSES.
In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre- approved reasonable business
related expenses incurred in good faith in the performance of the Director’ s duties for the Company. Such payments shall be made
by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied
by sufficient documentary matter to support the expenditures.
5. CONFIDENTIALITY.
The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director
shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited
to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential
Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person,
firm, corporation, association or other entity any Confidential Information.
6. NON-
COMPETE. During the term of this Agreement (the “ Restricted Period”) , the Director shall not, directly or
indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines
of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “ Company’s Business”)
for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or
affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee,
consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that
the Director may hold, directly or indirectly, solely as an investment, not more than two percent (2 %) of the outstanding
securities of any person or entity which are listed on any national securities exchange or regularly traded in the over- the-
counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s
Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s
Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.
7. TERMINATION.
With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days written
notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the
termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the
Director with immediate effect at any time for any reason.
8. INDEMNIFICATION
. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law applicable to the Company,
and as provided by, or granted pursuant to, the memorandum and articles of association of the Company, agreement (including, without
limitation, the Indemnification Agreement executed herewith), vote of shareholders or disinterested directors or otherwise, both as to
action in the Director’s official capacity and as to action in another capacity while holding such office.
9. EFFECT
OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver
of any subsequent breach thereof.
10. NOTICE.
Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto
or, if to the Company, to the Company’s address as specified in filings made by the Company with the U. S. Securities and Exchange
Commission.
11. GOVERNING
LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws
of the State of New York without reference to that state’s conflicts of laws principles.
12.
CLAWBACK PROVISIONS. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other
compensation paid to the Director under this Agreement or any other agreement or arrangement with the Company which is subject to
recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback
as may be required to be made pursuant to such law, government regulation, or Nasdaq Stock Market listing requirement (or any policy
adopted by the Company, including the Clawback Policy adopted by the Company on December 1, 2023, pursuant to any such law,
government regulation or Nasdaq Stock Market requirement).
13. ASSIGNMENT.
The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall
inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under
this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written
consent of the Company.
14.
MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then,
notwithstanding such invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force
and effect in the same manner as if the invalid or illegal provision had not been contained herein.
15. ARTICLE
HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution
and delivery of this Agreement is legal, valid and binding for all purposes.
17. ENTIRE
AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its
subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.
[ Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto
have caused this Independent Director Agreement to be duly executed and signed as of the day and year first above written.
| OSTIN TECHNOLOGY GROUP CO., LTD. |
|
| |
|
|
| By: |
/s/ Tao Ling |
|
| Name: |
Tao Ling |
|
| Title: |
Chief Executive Officer and Chairman |
|
[Signature Page
to Independent Director Agreement
| INDEPENDENT DIRECTOR |
|
| |
|
| /s/ Rongguo
Cui |
|
| Rongguo Cui |
|
