Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 28 2022 - 06:08AM
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 October 2022
Commission
File Number: 001-38304
DOGNESS
(INTERNATIONAL) CORPORATION
(Registrant’s
name)
No.
16 N. Dongke Road, Tongsha Industrial Zone
Dongguan,
Guangdong
People’s
Republic of China 523217
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.:
Indicate
by check mark if the registrant is submitting the Form 6-K on paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K on paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note:
The
Registrant held its Annual Meeting of Shareholders for the year
ended June 30, 2022 on October 18, 2022 at its executive office at
No. 16 N. Dongke Road, Tongsha Industrial Zone, Dongguan,
Guangdong, China. The quorum was not met at the initial meeting
therefore the meeting was adjourned and was reconvened to be held
on October 25, 2022.
At
the reconvened meeting, the quorum was not met at 9 A.M., the
scheduled meeting time, and the meeting was therefore adjourned for
half an hour and reconvened at 9:30 A.M. in accordance with the
Registrant’s Memorandum and Articles of Associations. At 9:30 A.M.,
a total of 28,160,713 votes of the Registrant’s votes were present
in person or by proxy, representing 49.05% of the voting power of
the Class A common shares and Class B common shares entitled to
vote at the Annual Meeting (voting together as a single class) and
constituting a quorum for the transaction of business in a
reconvened meeting according to the Registrant’s Memorandum and
Articles of Associations, which requires a quorum of one-third of
the voting power to be present at a reconvened meeting. Each Class
A common share is entitled to one vote, and each Class B common
share is entitled to three votes. The following tables reflect the
certified tabulation of the votes with respect to each proposal
submitted to a vote of the Registrant’s shareholders at the Annual
Meeting. Abstentions and broker non-votes were counted as present
for the purpose of establishing a quorum, but were not treated as
votes cast on each respective proposal.
PROPOSAL
1: Election of Directors
To
elect five members of the Board of Directors, to serve a term
expiring at the Annual Meeting of Shareholders in 2023 or until
their successors are duly elected and qualified. Silong Chen,
Yunhao Chen, Qingshen Liu, Zhiqiang Shao and Changqing Shi received
a plurality of the properly cast votes and were thereby elected to
be the Registrant’s Board of Directors. The tabulation of the
certified voting results is as follows:
|
|
For |
|
|
Abstain/Withheld |
|
Nominee |
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
Silong Chen |
|
|
28,063,704 |
|
|
|
48.88 |
% |
|
|
8,343 |
|
|
|
0.01 |
% |
Yunhao Chen |
|
|
28,063,753 |
|
|
|
48.88 |
% |
|
|
8,294 |
|
|
|
0.01 |
% |
Qingshen Liu |
|
|
27,761,226 |
|
|
|
48.35 |
% |
|
|
401,342 |
|
|
|
0.70 |
% |
Zhiqiang Shao |
|
|
27,643,438 |
|
|
|
48.15 |
% |
|
|
429,130 |
|
|
|
0.75 |
% |
Changqing Shi |
|
|
27,733,415 |
|
|
|
48.31 |
% |
|
|
429,153 |
|
|
|
0.75 |
% |
PROPOSAL
2: Ratification of Appointment of Independent
Auditor
To
ratify the appointment of Audit Alliance LLP as the Registrant’s
independent registered public accountant for the fiscal year ending
June 30, 2022. The proposal was approved by a majority of the votes
cast. The tabulation of the certified voting results is as
follows:
For |
|
|
Against |
|
|
Abstain/Withheld |
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
27,147,638 |
|
|
|
49.03 |
% |
|
|
13,165 |
|
|
|
0.02 |
% |
|
|
1,765 |
|
|
|
0.00 |
% |
PROPOSAL
3: Amendment to the Memorandum and Articles of
Association to Provide that the Class B Shares Shall be Entitled to
Ten (10) Votes Per Share
To
approve an amendment to the Memorandum and Articles of Association
to provide that the Class B Shares shall be entitled to ten (10)
votes per share. A majority of each class of the common shares
voted in favor of the proposal. The tabulation of the certified
voting results is as follows:
For |
|
|
Against |
|
|
Abstain/Withheld |
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
27,685,700 |
|
|
|
48.22 |
% |
|
|
474,103 |
|
|
|
0.83 |
% |
|
|
2,765 |
|
|
|
0.00 |
% |
PROPOSAL
4: Amendment to the Memorandum and Articles of Association to
Increase the Authorized Class B Shares by 10,000,000
Shares
To
approve a change to the maximum number of shares that the Company
is authorized to issue from 100,000,000 made up of two classes with
a par value of US$0.002 each, being 90,931,000 Class A Shares and
9,069,000 Class B Shares to 110,000,000 made up of two classes with
a par value of US$0.002 each, being 90,931,000 Class A Shares and
19,069,000 Class B Shares. A majority of each class of the common
shares voted in favor of the proposal. The tabulation of the
certified voting results is as follows:
For |
|
|
Against |
|
|
Abstain/Withheld |
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
27,689,222 |
|
|
|
48.23 |
% |
|
|
474,553 |
|
|
|
0.83 |
% |
|
|
2,765 |
|
|
|
0.00 |
% |
PROPOSAL
5: Approval of the Amended and Restated Memorandum and Articles of
Association
To
approve the Amended and Restated Memorandum and Articles of
Association of the Company. A majority of each class of the common
shares voted in favor of the proposal. The tabulation of the
certified voting results is as follows:
For |
|
|
Against |
|
|
Abstain/Withheld |
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
27,688,870 |
|
|
|
48.23 |
% |
|
|
470,174 |
|
|
|
0.82 |
% |
|
|
2,722 |
|
|
|
0.00 |
% |
PROPOSAL
6: Transaction
of Any Other Business Properly Coming before the
Meeting
For |
|
|
Against |
|
|
Abstain/Withheld |
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
Votes |
|
|
Percentage |
|
|
27,702,616 |
|
|
|
48.25 |
% |
|
|
471,074 |
|
|
|
0.82 |
% |
|
|
2,722 |
|
|
|
0.00 |
% |
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.
|
Dogness
(International) Corporation |
|
|
|
Date:
October 28, 2022 |
By: |
/s/
Yunhao Chen |
|
Name: |
Yunhao
Chen |
|
Title: |
Chief
Financial Officer
(Principal
Financial Officer) and
Duly
Authorized Officer
|
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