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 March 2020
Commission
File Number: 333-231839
CHINA
SXT PHARMACEUTICALS, INC.
(Translation
of registrant’s name into English)
178
Taidong Rd North, Taizhou
Jiangsu,
China
(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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing
a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Departure
of Certain Officer and Appointment of Certain Officer
On
March 8, 2020, Mr. Yao (Alex) Shi resigned from his position as the Chief Financial Officer (the “CFO”) of
China SXT Pharmaceuticals, Inc. (the “Company”). On the same day, Mr. Peter Chan was appointed as the CFO of
the Company to fill in the vacancy created by Mr. Shi’s resignation, effective immediately.
Mr. Chan served
as CFO, Deputy General Manager and director at PSA Dongguan Container Terminal Co., Ltd prior to joining the Company. He graduated
from Victoria University Manchester, Great Britain in 1995 with a degree in accounting and corporate finance. Mr. Chan is also
a chartered accountant from the Institute of Charted Accountants in England and Wales. Mr. Chan brings with him valuable working
experience in London, Singapore and China with multinational corporations and NYSE-listed company for more than twenty years. Mr.
Chan’s extensive experience in funding, merger and acquisition will be critical to the future business expansion for the
Company. Mr. Chan has no family relationship with any directors or executive officers of the
Company.
A
copy of the employment agreement with Mr. Peter Chan is attached hereto as exhibits 10.1.
Submission of Matters to a Vote of Security Holders.
The Compnay held its annual meeting of shareholders for its fiscal
year ending March 31, 2020 at 9:30 a.m. ET on March 10, 2020 at its principal executive offices in Jiangsu China. Holders of 16,321,714
shares of the Company's ordinary shares were present in person or by proxy at the annual meeting, representing approximately 58.86%
of the total 27,728,081 outstanding ordinary shares and therefore constituting a quorum of more than 50% of the shares outstanding
and entitled to vote at the annual meeting as of the record date of January 15, 2020. The final voting results for each matter
submitted to a vote of shareholders at the meeting are as follows:
The following individuals were elected as directors to serve on
the Board of Directors (the “Board”) until the annual meeting of shareholders for the year ended Mach 31, 2021
or until his successor is duly elected and qualified. No broker non-votes are counted.
Director’s Name
|
|
For
|
|
Withheld
|
Feng Zhou
|
|
16,321,685
|
|
29
|
|
|
|
|
|
Jun Zheng
|
|
16,321,685
|
|
89
|
|
|
|
|
|
Junsong Li
|
|
16,321,685
|
|
29
|
|
|
|
|
|
Tulin Lu
|
|
16,320,685
|
|
1,089
|
|
|
|
|
|
Wenwei Fan
|
|
16,320,625
|
|
1,089
|
2.
|
Ratification of Centurion ZH CPA, LLC. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020
|
The shareholders ratified the appointment of ZH CPA, LLC as the
Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020. No broker non-votes are
counted.
For
|
|
Against
|
|
Abstain
|
16,321,213
|
|
1
|
|
500
|
3.
|
Approval of the Company’s executive compensation by a non-binding vote.
|
The shareholders approved the proposal. No broker non-votes are
counted.
For
|
|
Against
|
|
Abstain
|
16,318,472
|
|
2,339
|
|
903
|
4.
|
Approval of the frequency of future Stockholder advisory votes relating to the Company’s executive compensation by a non-binding vote.
|
The shareholders approved to have the non-binding vote on executive
compensation occur every three years. No broker non-votes are counted.
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
98,014
|
|
2,281
|
|
16,219,496
|
|
1,923
|
5.
|
Approval and adoption of the Company’s Memorandum and Articles of Association (the “Charter Amendment”) to grant the Board the authority to amend the Company’s authorized share capital and to divide or combine shares and to change the quorum for members meeting to one third of the voting rights of the shares of each class.
|
The shareholders approved and adopted the Charter Amendment. No
broker non-votes are counted
For
|
|
Against
|
|
Abstain
|
16,221,506
|
|
98,885
|
|
1,323
|
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENT
This
Current Report contains forward-looking statements. All statements contained in this Current Report other than statements of historical
fact are forward-looking statements. The words “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “seek” and similar expressions
are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations
and projections about future events and trends that we believe may affect our financial condition, results of operations, business
strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are
subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the future
events and trends discussed in this Current Report may not occur and actual results could differ materially and adversely from
those anticipated or implied in the forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the
forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required
by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this Current Report
or to conform these statements to actual results or revised expectations.
Exhibits
SIGNATURE
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 hereunto duly authorized.
|
CHINA
SXT PHARMACEUTICAL, INC.
|
|
|
|
|
By:
|
/s/
Feng
Zhou
|
|
|
Feng
Zhou
|
|
|
Chief
Executive Officer
|
Date:
March 10, 2020
3
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