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 January 2024
Commission file number: 001-38813
Puyi Inc.
61F, Pearl River Tower
No. 15 Zhujiang West Road, Zhujiang New Town,
Tianhe, Guangzhou
Guangdong Province, People’s Republic
of China
Tel: +86-020-28381666
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 ☐
EXHIBIT INDEX
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.
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PUYI INC. |
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By: |
/s/ Ren Yong |
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Name: |
Ren Yong |
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Title: |
Chairman of the board, Chief Executive Officer |
Date: January 25, 2024
2
Exhibit 99.1
Puyi Inc. to Hold Extraordinary General Meeting
On February 22, 2024
GUANGZHOU, China, Jan. 25, 2024 (GLOBE NEWSWIRE)
-- Puyi Inc. (NASDAQ: PUYI) (“Puyi” or the “Company”), a leading third-party wealth management services provider
in China, today announced it will hold an extraordinary general meeting (“EGM”) of shareholders at its executive office at
61F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong Province, People’s Republic of
China on February 22, 2024 at 10:00 a.m. (Beijing time). Holders of record of ordinary shares of the Company at the close of business
on January 9, 2024 (New York time), or their proxy holders, are entitled to vote at the EGM or any adjournment or postponement thereof.
Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying
ordinary shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.
The purpose of the EGM is for the Company's shareholders
to consider, and if thought fit, pass and approve the following special resolutions to:
(i) change the Company’s English name from
Puyi Inc. to Huapu Inc. and the Company’s Chinese name from 普益有限公司to
华普控股集团有限公司.
After the name change, the Company also intends to change its ticker symbol from “PUYI” to “HPH”;
(ii) amend the Articles to amend the authorized
share capital of the Company from US$2,000,000 divided into 2,000,000,000 Ordinary Shares of a nominal or par value of US$0.001 each to
US$2,000,000 divided into (1) 1,950,000,000 Ordinary Shares of a nominal or par value of US$0.001 each and (2) 50,000,000 Preference Shares
of a nominal or par value of US$0.001 each, and each holder of the Preference Shares shall have twenty (20) votes for each Preference
Share;
(iii) amend the Articles to reflect the exemption
of the Company from holding an annual general meeting in each year; and
(iv) replace the existing Articles in their entirety
with a new memorandum and articles of association of the Company to reflect aforementioned change.
These changes will not affect any rights of shareholders
or the Company's operations and financial position.
The notice of the EGM and voting instruction card
for ADS holders are available on the Investor Relations section of the Company's website at https://ir.puyiwm.com/.
About Puyi
Established in 2010 and listed on Nasdaq in 2019,
Puyi is a comprehensive financial technology service group based on family financial asset allocation. It focuses on providing personalized
wealth management services for emerging middle-class and affluent families, comprehensive support services for financial planners, and
diversified financial services for institutional clients.
Puyi Fund Sales Co., Ltd., a PRC entity contractually
controlled by Puyi, holds licenses for both securities and futures business and fund distribution. Puyi has developed an industry-leading
digital technology platform, which supports end-to-end transactions for over 9000 fund products offered by over 110 fund companies nationwide,
as well as proprietary portfolios of publicly raised fund products on a dollar-cost averaging basis. Additionally, Puyi offers a comprehensive
service ecosystem tailored for high-net-worth clients, including insurance brokerage services, trust consulting services, tax services,
legal advisory services, as well as overseas asset allocation and education consulting services.
Forward-looking Statements
This press release contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When Puyi uses words such as “may, “will, “intend,” “should,” “believe,” “expect,”
“anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical
matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks
and uncertainties that may cause the actual results to differ materially from Puyi’s expectations discussed in the forward-looking
statements. These statements are subject to uncertainties and risks including, but not limited to, the following: Puyi’s goals and
strategies; Puyi’s future business development; product and service demand and acceptance; changes in technology; economic conditions;
the growth of the third-party wealth management industry in China; reputation and brand; the impact of competition and pricing; government
regulations; fluctuations in general economic and business conditions in China and the international markets Puyi serves and assumptions
underlying or related to any of the foregoing and other risks contained in reports filed by Puyi with the Securities and Exchange Commission.
For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press
release. Additional factors are discussed in Puyi’s filings with the U.S. Securities and Exchange Commission, which are available
for review at www.sec.gov. Puyi undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date hereof.
For more information, please contact:
Puyi Inc.
Tel: +86-20-28866499
Email: ir@puyiwm.com
Exhibit 99.2
Puyi Inc.
(incorporated in the Cayman Islands with limited
liability)
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON FEBRUARY 22, 2024
NOTICE IS HEREBY GIVEN that an extraordinary
general meeting of Puyi Inc. (the “Company”) will be held at 61F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New
Town, Tianhe, Guangzhou, Guangdong Province, People’s Republic of China on February 22, 2024 at 10:00 a.m. (Beijing time) for the
purpose of considering and, if thought fit, passing and approving the following special resolutions to:
| (i) | change the Company’s English name from Puyi Inc. to Huapu Inc. and the Company’s Chinese name
from 普益有限公司to 华普控股集团有限公司,
respectively, and, accordingly, to amend the articles of association of the Company in force as of the date of this notice (the “Articles”)
to change all references to Puyi Inc. in the Articles to Huapu Inc.; |
| (ii) | amend the Articles to amend the authorized share capital of the Company from US$2,000,000 divided into
2,000,000,000 Ordinary Shares of a nominal or par value of US$0.001 each to US$2,000,000 divided into (i) 1,950,000,000 Ordinary Shares
of a nominal or par value of US$0.001 each and (ii) 50,000,000 Preference Shares of a nominal or par value of US$0.001 each, and each
holder of the Preference Shares shall have twenty (20) votes for each Preference Share; |
| (iii) | amend the Articles to reflect the exemption of the Company from holding an annual general meeting in each
year; |
| (iv) | replace the existing Articles in their entirety with a new memorandum and articles of association of the
Company to reflect aforementioned change; and |
| (v) | authorize the directors of the Company to take any and all action that might be necessary to effect the
foregoing resolutions as such director, in his or her absolute discretion, thinks fit. |
The board of directors of the Company has fixed
the close of business on January 9, 2024 (New York time) as the record date (the “Record Date”). All holders of our ordinary
shares, whether or not represented by American depositary shares (the “ADSs”), on the Record Date are entitled to receive
notice of and to vote at our extraordinary general meeting or any adjournment or postponement thereof.
If you are a holder of our ordinary shares on
the Record Date, you are cordially invited to attend the extraordinary general meeting in person. Your vote is important. If you cannot
attend the extraordinary general meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy by
mail to the Company’s office at 61F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong
Province, People’s Republic of China, Attention: Ms. Doris Wu, or by email to ir@puyiwm.com or by phone to Ms. Doris Wu at +86-20-28866499
as soon as possible and in any event no later than 10:00 a.m. February 20, 2024 (Beijing time).
If you are a registered holder of our ADSs as
at the Record Date, the depositary, Deutsche Bank Trust Company Americas, will forward to you the information of our extraordinary general
meeting and ask you to provide your voting instructions with respect to the ordinary shares represented by your ADSs. Holders of our ADSs
who wish to exercise their voting rights for the underlying ordinary shares represented by the ADSs must act through the depository. For
your voting instructions to be valid, you must comply with the instructions provided by or on behalf of the depositary, and the depositary
must receive your voting instructions in the manner and on or before the date specified. The depositary will try, to the extent practicable
and legally permissible, subject to the provisions of or governing the underlying ordinary shares, to vote or to have its agents vote
the ordinary shares as you instruct. The depositary shall, in the manner and on or before the time established by the depositary for such
purpose, endeavor to vote or cause to be voted the underlying ordinary shares represented by the ADSs in accordance with your instructions
insofar as practicable and permitted under the provisions of or governing the ordinary shares. The depositary will not itself exercise
any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions,
for the manner in which any vote is cast or for the effect of any vote.
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BY ORDER OF THE BOARD OF DIRECTORS |
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Ren Yong |
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Chairman of the board, Chief Executive Officer |
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Date: January 25, 2024 |
Exhibit 99.3
Puyi
Inc.
(incorporated
in the Cayman Islands with limited liability)
FORM OF
PROXY FOR THE EXTRAORDINARY GENERAL MEETING
TO
BE HELD ON FEBRUARY 22, 2024 (OR ANY ADJOURNMENT OR
POSTPONEMENT
THEREOF)
We, of ,
being the registered holder of ordinary
shares, par value US$0.001 per share in the share capital of Puyi Inc. (the “Company”) hereby appoint ,
or failing him/her, the Chairman of the extraordinary general meeting, as our proxy to attend and act on our behalf at the extraordinary
general meeting of the Company to be held at 61F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou,
Guangdong Province, People’s Republic of China on February 22, 2024 at 10:00 a.m. (Beijing time), and at any adjournment(s) or
postponement(s) thereof. Our proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters
specified in the Notice of the Extraordinary General Meeting as indicated below:
| SPECIAL
RESOLUTIONS |
Please
tick “√”or insert the number of shares to be voted for or against or to abstain in the appropriate column
below |
| FOR |
AGAINST |
ABSTAIN |
| 1. |
That
the Company’s English name be changed from Puyi Inc. to Huapu Inc. and the Company’s Chinese name be changed from 普益有限公司
to华普控股集团有限公司, including the replacement of all references to
Puyi Inc. with Huapu Inc. in the articles of association of the Company (the “Articles”). |
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| 2.
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That
the Articles be amended to amend the authorized share capital of the Company from US$2,000,000 divided into 2,000,000,000 Ordinary
Shares of a nominal or par value of US$0.001 each to US$2,000,000 divided into (i) 1,950,000,000 Ordinary Shares of a nominal or
par value of US$0.001 each and (ii) 50,000,000 Preference Shares of a nominal or par value of US$0.001 each, and each holder of the
Preference Shares shall have twenty (20) votes for each Preference Share. |
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| 3.
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That
the Articles be amended to reflect the exemption of the Company from holding an annual general meeting in each year. |
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| 4. |
That
the existing Articles be replaced in their entirety with a new memorandum and articles of association of the Company to reflect aforementioned
change. |
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| 5. |
That
each of the directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions
as such director, in his or her absolute discretion, thinks fit. |
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Dated ,
2024
(Given
under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its
common seal or under the hand of an officer or attorney duly authorized in writing)
INSTRUCTIONS:
| 1. | Only
the holders of record of the ordinary shares of the Company at the close of business on January 9, 2024 (New York time) should use this
form of proxy. |
| 2. | If
you are the holder of two or more ordinary shares, you may appoint more than one proxy to represent you and vote on your behalf at the
extraordinary general meeting. A proxy need not be a shareholder. Please insert the name of the person(s) of your own choice that
you wish to be appointed your proxy in the space provided, failing which the chairman of the extraordinary general meeting will be appointed
as your proxy. |
| 3. | Submission
of the executed proxies shall not preclude you from attending and voting at the extraordinary general meeting in person and in such event,
the appointment of a proxy shall be deemed to be revoked. |
| 4. | Please
indicate your voting preference by ticking, or inserting in the number of shares to be voted for or against or to abstain, the boxes
above in respect of each resolution. The ordinary shares represented by all properly executed proxies returned to the Company before
10:00 a.m. February 20, 2024 (Beijing time), being the deadline for return of such proxies, will be voted by the proxy holder at
the extraordinary general meeting as indicated or, if no instruction is given, your proxy will vote or abstain at his/her discretion.
As to any other business that may properly come before the extraordinary general meeting, the ordinary shares represented by all properly
executed proxies will be voted in accordance with the discretion of proxy holders. The Company does not presently know of any other business
which may come before the extraordinary general meeting. However, if any other matter properly comes before the extraordinary general
meeting, or any adjournment or postponement thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited
hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. |
| 5. | Any
alteration made to this form of proxy must be initialed by the persons(s) who sign(s) it. |
| 6. | Whether
or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this form of proxy
in accordance with these instructions. To be valid, please mark, sign, date and return the form of proxy (together with any power of
attorney or other authority under which it is signed or a notarized and/or duly certified copy of that power or authority) by mail to
the Company at 61F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong Province, People’s
Republic of China, Attention: Ms. Doris Wu, or send copies of the foregoing by email to ir@puyiwm.com or by phone to Ms. Doris Wu
at +86-20-28866499, as soon as possible and in any event no later than 10:00 a.m. February 20, 2024 (Beijing time). |
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