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 October 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 ☐
Ostin Technology Group Co.,
Ltd. (the “Company”) hereby furnishes this Report on Form 6-K to report the matters considered and resolutions passed at the
meeting of the Board of Directors (the “Meeting”) held on October 21, 2025. The following is a summary of the principal matters
considered and resolutions passed at the Meeting.
Removal of Director and
Officer
The Meeting was duly constituted
with all directors having received notice, or waived the notice period, and a quorum present in accordance with the current effective
Memorandum and Articles of Association of the Company (the “Memorandum and Articles”). The Board noted that Yan Zhao and Lai
Kui Sen have been indicted for various offenses, including conspiracy to commit securities fraud and wire fraud, in the United States
District Court for the Eastern District of Virginia (the “Indictment”). At the time of the Meeting, Mr. Lai Kui Sen served
as a director and Co-Chief Executive Officer of the Company. A copy of the Indictment was tabled and considered in detail by the directors
present.
In accordance with Article
29(e) of the Memorandum and Articles, the Board resolved that Mr. Lai Kui Sen be removed as a director of the Company with immediate effect.
Further, pursuant to Article 34.6 of the Memorandum and Articles, Mr. Lai Kui Sen was removed from the office of Co-Chief Executive Officer
of the Company, also with immediate effect.
The Board authorized Maples
Corporate Services Limited to update the Register of Directors and Officers of the Company and to attend to all necessary filings with
the Registrar of Companies relating to these removals.
Establishment of Special
Committee
A special committee of the
Board of Directors (the “Committee”), comprised of the independent directors, was established in accordance with the applicable
provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the Memorandum and Articles.
The Committee is tasked with investigating the facts and circumstances outlined in the Indictment and will provide a comprehensive report
to the Board.
Heung Ming Wong, John Carl
Mein, and Qiang He, each of whom is an independent director, were appointed as members of the Committee, with John Carl Mein appointed
as chairman. The Committee will act in accordance with the requirements of the Companies Act and the Memorandum and Articles, and shall
provide reports to the Board detailing the powers exercised and the manner of their exercise.
The Board further authorized
and directed the Company’s directors and officers to provide the Committee with all information and materials deemed useful or helpful
by the Committee in fulfilling its responsibilities. The Committee is empowered to take any other actions it considers necessary or appropriate
to carry out its mandate.
Any director is authorized,
in their sole discretion, to execute and deliver any agreements, notices, certificates, authorizations, or other ancillary documents necessary
or desirable to effect the removal of Mr. Lai Kui Sen and the establishment of the Committee. Any such documents executed by a director
shall be valid and binding on the Company. All prior actions taken by any director, officer, or agent in connection with these matters
are confirmed, ratified, and approved in all respects.
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: October 21, 2025
2
