Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
2024年9月30日 - 7:09PM
Edgar (US Regulatory)
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 September 2024
Commission
File Number: 001-42181
Primega
Group Holdings Limited
Room
2912, 29/F., New Tech Plaza
34
Tai Yau Street
San
Po Kong
Kowloon,
Hong Kong
(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 ☐
INFORMATION
CONTAINED IN THIS REPORT ON FORM 6-K
The
information disclosed under this Form 6-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Resignation
of Independent Director
On
September 25, 2024, the Board of Directors of Primega Group Holdings Limited (“PGHL”) received the resignation of Suen To
Wai (“Mr. Suen”) from his positions as an independent director, the chairman of the audit committee, and member of the nominating
and corporate governance committee and compensation committee of PGHL. In his resignation, Mr. Suen stated that he was resigning for
personal reasons and not as the result of any dispute or disagreement with PGHL or the Board of Directors.
Appointment
of Replacement Director
Effective
September 25, 2024, PGHL’s Board of Directors (the “Board”) appointed Professor Cheung Ka Yue (“Prof. Cheung”)
to the Board to serve until his successor is duly elected and qualified. The Board has determined that Prof. Cheung is an independent
director and meets the applicable director independence requirements under the independence requirements for a member of the Audit Committee
under Section 301 of the Sarbanes- Oxley Act of 2002, as amended, Rule 10A-3(b)(1) of the Exchange Act, as amended, and Rule 5605(c)(2)
of the NASDAQ Marketplace Rules. The Board also appointed Prof. Cheung to the Board’s Audit Committee (the “Audit Committee”)
and as the Chairman of the Audit Committee. The Board has determined that Prof. Cheung is an audit committee financial expert as defined
by Item 407 of Regulation S-K and, as such, the Board has determined that Prof. Cheung is financially sophisticated as defined by the
NASDAQ Stock Market.
Prof.
Cheung has profound knowledge and extensive experience in the regulatory, corporate finance, compliance, corporate governance and academic
fields. He is active in public and community service. He obtained a degree of Doctor of Business Administration from William Howard Taft
University, a degree of Master of Education from University of The People, a degree of Master of Laws in International Corporate and
Financial Law from University of Wolverhampton, a degree of Master of Science in Professional Accountancy from University of London,
and a degree of Bachelor of Arts in Accounting from Edinburgh Napier University. He is an honorary professor. He is a practicing
accountant in Hong Kong. Prof. Cheung is currently an independent non-executive director of China Hongbao Holdings Limited (the
shares of which are listed on the GEM of The Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”) with stock
code: 8316) since December 2023, MaxWin International Holdings Limited (the shares of which are listed on the GEM of Hong Kong Stock
Exchange with stock code: 8513) since June 2022, and Success Dragon International Holdings Limited (the shares of which are listed
on the Main Board of the Hong Kong Stock Exchange with stock code: 1182) since October 2022. He has been (i) an independent non-executive
director in November 2021; (ii) a non-executive director from November 2021 to April 2022; and (iii) an executive director since April
2022 of Mayer Holdings Limited (the shares of which are listed on the Main Board of the Hong Kong Stock Exchange with stock code: 1116).
He was an independent non-executive director of Crown International Corporation Limited (the shares of which are listed on the Main Board
of the Hong Kong Stock Exchange with stock code: 727) from December 2022 to July 2023.
There
is no arrangement or understanding between Prof. Cheung and any other person pursuant to which he was selected as a director of the Company.
There
are no transactions in which Prof. Cheung or any of his immediate family members has an interest requiring disclosure under Item 404(a)
of Regulation S-K
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.
|
PRIMEGA
GROUP HOLDINGS LIMITED |
|
|
|
|
By: |
/s/
Kan Chi Wai |
|
Name: |
Kan
Chi Wai |
|
Title: |
Chief
Executive Officer and Director |
Date:
September 30, 2024
Primega (NASDAQ:PGHL)
過去 株価チャート
から 10 2024 まで 11 2024
Primega (NASDAQ:PGHL)
過去 株価チャート
から 11 2023 まで 11 2024