Business Context and Reporting Period
This Form 6-K filing by Garden Stage Limited covers the month of September 2025. The report details the results of an Extraordinary General Meeting (EGM) held on September 18, 2025. The Company is a foreign private issuer headquartered in Hong Kong with its principal executive offices located at the China Insurance Group Building.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance actions and shareholder voting results rather than financial performance.
Material Changes and Corporate Actions
The EGM resulted in the approval of five key resolutions regarding the Company's capital structure and governance:
- Share Redesignation: Shareholders approved redesignating the authorized share capital from 500,000,000 Ordinary Shares to 490,750,000 Class A Ordinary Shares and 9,250,000 Class B Ordinary Shares. Specifically, 9,250,000 shares held by Oriental Moon Tree Limited were redesignated as Class B shares, while 64,781,345 issued shares and 425,968,655 unissued shares were redesignated as Class A shares.
- Constitutional Amendments: The Second Amended and Restated Memorandum and Articles of Association (Second M&A) was adopted to replace the existing charter.
- Share Consolidation Authorization: Shareholders granted the Board of Directors the authority to consolidate Class A Ordinary Shares on a basis ranging from no consolidation to 1-to-250 within three years. Fractional shares resulting from this consolidation will be cancelled.
- Administrative Updates: Authorization was granted to update the register of members and file necessary documents with the Registrar of Companies in the Cayman Islands.
Voting Results Summary
Approximately 14.04% of the Company's voting power was represented at the EGM. All five proposals were approved by a significant majority:
| Voting Item | For | Against | Abstain |
|---|---|---|---|
| 1. Share Redesignation | 9,868,973 | 524,653 | 3,873 |
| 2. Adoption of Second M&A | 9,863,497 | 511,632 | 22,370 |
| 3. Register Update Authorization | 9,866,521 | 490,691 | 40,287 |
| 4. Share Consolidation Authority | 9,856,748 | 531,127 | 9,624 |
| 5. Adjournment Authority | 9,840,147 | 530,419 | 26,933 |
Guidance, Risks, and Contingencies
The filing contains standard forward-looking statements disclaiming assurances of future performance. It references risks and uncertainties described in the Company's Form 20-F for the year ended December 31, 2024. No specific financial guidance or new risk factors were introduced in this document.
Investor Verification Checklist
- Verify the exact consolidation ratio (1-to-250 range) once determined by the Board of Directors within the next three years.
- Confirm the updated share register and filings with the Cayman Islands Registrar of Companies.
- Review the Second Amended and Restated Memorandum and Articles of Association for specific rights attached to the new Class A and Class B shares.
- Check the Form 20-F filed on July 31, 2024, for detailed financial risks and historical performance data not included in this filing.