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6-K 1 ea0203389-6k_garden.htm REPORT OF FOREIGN PRIVATE ISSUER

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 April 2024

Commission File Number: 001-41879

GARDEN STAGE LIMITED

(Translation of registrant’s name into English)

Room 201, 2/F, China Insurance Group Building

141 Des Voeux Road Central

Central, Hong Kong

Tel: +852 2688 6333

(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:

Form 20-F ☒ Form 40-F ☐

GARDEN STAGE LIMITED

FORM 6-K

Garden Stage Limited (the “Company”) is furnishing under the cover of Form 6-K the following:

Resignation of Chief Financial Officer and Appointment of Interim Chief Financial Officer

On April 1, 2024, the Board of Directors (the “Board”) of Garden Stage Limited (the “Company”) accepted the resignation of Mr. Ting Hei Lee as the Chief Financial Officer of the Company, which came into effect the same day. Mr. Lee is resigning for personal reasons and his decision to resign was not as a result of any disagreements with the Board of the Company on any matter.

In connection with Mr. Lee’s resignation, the Company announced that it has appointed Mr. Sze Ho Chan as the Interim Chief Financial Officer (the “Interim CFO”) of the Company. The Board and the Nominating Committee approved the appointment of Mr. Chan as Interim CFO, succeeding Mr. Lee. A global search for a new Chief Financial Officer is underway.

Set forth below is certain biographical information regarding the background and experience of Mr. Sze Ho Chan:

Mr. Sze Ho Chan is a Director and Chief Executive Officer of the Company. Mr. Chan also serves as the Director of I Win Securities. Mr. Chan is licensed as the Responsible Officer for Type 1 regulated activities. Mr. Chan has more than 11 years of experience in the financial services industry, covering the area of margin financing, securities trading, asset management, and wealth management. Prior to joining I Win Securities in December 2020, Mr. Chan worked in the Wealth Management division of CMBC Securities Company Limited, as its Senior Manager, from January 2018 to July 2020. Prior to joining CMBC Securities Company Limited, Mr. Chan served as the Manager of the Wealth Management division of CITICS Securities International, from July 2011 to July 2017. Mr. Chan received a Bachelor of Construction Engineering and Management from the City University of Hong Kong in 2010 and a High Diploma in Building Technology and Management from the Hong Kong Polytechnic University in 2007.

Resignation of Director

Effective April 1, 2024, Mr. Wai Lok Raymond Fong has resigned as a director of the Company.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Second Supplemental Employment Agreement by and between Sze Ho Chan and the Company, dated April 1, 2024
99.1		Resignation Agreement and Consulting Arrangement by and between Wai Lok Raymond Fong and the Company, dated April 1, 2024

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 hereunto duly authorized.

	Garden Stage Limited

Dated: April 5, 2024	By:	/s/ Sze Ho Chan
	Name:	Sze Ho Chan
	Title:	Director and Chief Executive Officer

EX-10.1 2 ea020338901ex10-1_garden.htm SECOND SUPPLEMENTAL EMPLOYMENT AGREEMENT BY AND BETWEEN SZE HO CHAN AND THE COMPANY, DATED APRIL 1, 2024

Exhibit 10.1

DATE: April 1, 2024

GARDEN STAGE LIMITED

(the “Company”)

and

CHAN SZE HO

(the “Executive”)

SECOND SUPPLEMENTAL EMPLOYMENT AGREEMENT

SUPPLEMENTAL EMPLOYMENT AGREEMENT

This SECOND SUPPLEMENTAL EMPLOYMENT AGREEMENT (the “Second Supplemental Agreement”), is entered into as of April 1, 2024 by and between Garden Stage Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Sze Ho Chan, an individual (the “Executive”).

RECITALS:

(A)	The Company and the Executive entered into an employment agreement dated November 21, 2022 and a supplemental employment agreement dated April 24, 2023 (collectively, the “Agreements”).

(B)	The Company and the Executive have agreed that the Agreements be varied in the manner contained herein.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.	INTERPRETATION

1.1	In this Second Supplemental Agreement and unless the context otherwise requires, terms used and defined in the Agreement shall have the same meanings when used herein.

1.2	Reference to a Recital, Clause, sub-Clause or Schedule, unless the context otherwise requires, shall be construed as the respective Recital, Clause, sub-Clause or Schedule of the Agreements.

2.	AMENDMENTS TO THE AGREEMENT

With effect from the date of this Second Supplemental Agreement, the terms of the Agreements shall be deemed to be amended as follows:

2.1	The existing Schedule A of the Agreement shall be amended and restated in its entirety to read as follows:

Schedule A

Option

1.1

The Executive has been granted an option to purchase 4% of the new ordinary shares in the share capital of the Company (the “Option”) at the price of US$2 per share (the “Exercise Price”).

1.2

The Option will vest over a period of three (3) years from the date of listing of the Company (the “Listing Date”) on the Nasdaq Stock Market (the “Option Period”), with 1/3 vesting on each anniversary of the Listing Date, provided that the Executive remains continuously employed by the Company or any of its affiliates.

1.3

During the Option Period, the Executive has the right to exercise in part or in whole of the Option.

1.4

When exercising the Option, the Executive shall issue a written notice to the Company defining the number of new shares to be subscribed and the total consideration for the subscription based on the Exercise Price. Within five (5) business days of the issue of such notice, the Executive shall deposit into the bank account designated by the Company the total consideration for the subscription. The Company shall issue to the Executive the share certificate for the new shares subscribed and a certified true copy of the updated register of members of the Company showing the effect of this subscription.

1.5

The Option will expire on the earlier date of (i) the fourth (4th) anniversary of the Listing Date, or (ii) the date in the event of the Executive’s termination of employment, death, disability, or change of control of the Company.

1.6

The Executive shall have no rights as a shareholder of the Company until he/she exercises the Option and receive the underlying shares.

1.7

The Option and the shares issuable upon exercise are subject to applicable securities laws and regulations, and may not be transferred, assigned, pledged, or otherwise disposed of, except as permitted by the board of the Company.

1.8

The Executive acknowledges and agrees that:

(a)

the Option is a discretionary and conditional award, and the Company may amend, suspend or terminate the Option at any time;

(b)

the grant and vesting of the Option are subject to the his/her satisfactory performance and compliance with the Company’s policies and procedures; and

(c)

the Option does not constitute an express or implied promise of continued employment or any other contractual right.

1.9

The Executive agrees to execute and deliver any other documents that may be required by the Company to effectuate the grant and exercise of the Option.”

Engagement

2.1

The Company wishes to retain the Executive in the position of Interim Chief Financial Officer (“CFO”) until such suitable candidate to fill the position of full-time CFO is found (“Interim CFO Term”), and the Executive agrees to his appointment.

2.2

During the Interim CFO Term, the Company shall pay the Executive a monthly salary of HK$60,000 effected from April 1, 2024.

2.3

The Executive shall be entitled to the compensation and benefits as described in the employment agreement dated November 21, 2022, subject to terms of the Executive Compensation Recovery Policy, a copy of which is attached hereto as Exhibit A.

GENERAL

3.1

Subject only to the variations herein contained and such other alterations (if any) as may be necessary to make the Agreements consistent with the Second Supplemental Agreement, the Agreements shall remain in full force and effect and shall be read and construed and be enforceable as if the terms of the Second Supplemental Agreement were inserted therein by way of addition or substitution, as the case may be.

4.	COUNTERPARTS

4.1	The Second Supplemental Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of parties hereto may execute the Second Supplemental Agreement by signing any such counterparts.

5.	GOVERNING LAW

5.1	The Second Supplemental Agreement shall be governed and construed in accordance with the laws of Hong Kong.

6.	RIGHTS OF THIRD PARTIES

6.1

A person who is not a party to the Second Supplemental Agreement shall not be entitled to enforce any of its terms under the Contract (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong). Under no circumstances shall any consent be required from any third party for the termination, rescission, amendment or variation of this Supplemental Agreement.

[The remainder of this page is intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Second Supplemental Agreement has been executed on the day and year first above written.

The Company

For and on behalf of
Garden Stage Limited

Signature:	/s/ Sze Ho Chan
Name:	Sze Ho Chan
Title:	Chief Executive Officer

The Executive

Signature:	/s/ Sze Ho Chan
Name:	Sze Ho Chan

EX-99.1 3 ea020338901ex99-1_garden.htm RESIGNATION AGREEMENT AND CONSULTING ARRANGEMENT BY AND BETWEEN WAI LOK RAYMOND FONG AND THE COMPANY, DATED APRIL 1, 2024

Exhibit 99.1

RESIGNATION AGREEMENT

AND

CONSULTING ARRANGEMENT

The Resignation Agreement (“Resignation Agreement”) is entered into by and between Wai Lok Raymond Fong (the “Executive”) and Garden Stage Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”) effective as of April 1, 2024 (the “Resignation Date”).

Employment Agreement and Supplemental Employment Agreement. The Executive and the Company are parties to an Employment Agreement dated November 21, 2022 and a Supplemental Employment Agreement dated April 24, 2023 (collectively, the “Employment Agreements”). The Executive voluntarily resigns from the position of director with the company as of and effective on the Resignation Date. Company hereby waives both parties of the notice requirements set forth in the Employment Agreements.

3.	Compensation Pursuant to Employment Agreements. The Executive acknowledges and agrees that he is owed no further compensation or benefits of any kind for services provided to the Company under the Employment Agreements.

Consulting Arrangement. The Executive remains employed by the Company as a Consultant (“Consulting Arrangement”) effective on the Resignation Date. Following Director’s resignation, the Company agrees to engage Director as a consultant to provide advisory services (“Services”). The term of this consulting arrangement shall be one year and commence immediately upon effectiveness of this Resignation Agreement. Upon expiration of the initial-year term, the Arrangement shall be automatically extended for successive one-year term unless terminated by either party upon a three-month prior written notice.

5.	Compensation as a Consultant. In consideration for the Services provided by Executive, the Company agrees to pay the Executive a consulting fee of $2,500 per month.

Stock Options: As additional consideration for Executive’s Services, the Company agrees to grant the Executive an option to purchase 5% of the new ordinary shares in the share capital of the Company (the “Option”) at the price of US$2 per share (the “Exercise Price”). The terms and conditions of the stock options shall be governed by the terms of the Stock Option Agreement (attached hereto as Schedule A).

Entire Agreement and Severability. This Resignation Agreement and Consulting Arrangement contains and herein memorializes the entire understanding and agreement between the parties and supersedes and replaces all prior agreements made between them; provided, however, that any Confidentiality Agreement signed by Executive and Garden Stage Limited, and Stock Option Agreement shall continue in full force and effect according to their respective terms. There are no other agreements, promises, warranties, or representations between the parties regarding the subject matters addressed herein, and no other prior or contemporaneous oral or written agreement shall be a binding obligation on the parties. The provisions of this Resignation Agreement and Consulting Arrangement are severable, and, if any provision is found to be unenforceable, the other provisions of the Resignation Agreement shall continue to be valid, effective, and binding.

8.	Entire Agreement. This Resignation Agreement and Consulting Arrangement may not be amended, modified or amended (in whole or in part), except by a formal, definitive written agreement executed by both of the parties hereto.

Applicable Law and Dispute Resolution. This Resignation Agreement and Consulting Arrangement shall be governed by, construed and enforced in accordance with the laws of Hong Kong without regard to the conflict of laws principles thereof. Any dispute, controversy, difference or claim arising out of or relating to this Resignation Agreement and Consulting Arrangement, including the existence, validity, interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three and the arbitration proceedings shall be conducted in Chinese (Cantonese).

10.

Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Resignation Agreement and Consulting Arrangement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

11.

Notices. All notices, requests, demands and other communications required or permitted under this Resignation Agreement and Consulting Arrangement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.

12.

Counterparts. This Resignation Agreement and Consulting Arrangement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Resignation Agreement and Consulting Arrangement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

13.

No Interpretation Against Drafter. Each party recognizes that this Resignation Agreement and Consulting Arrangement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Resignation Agreement and Consulting Arrangement, the same shall not be construed against either party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that he/she has read and understands this Resignation Agreement and Consulting Arrangement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into Resignation Agreement and Consulting Arrangement and has ample opportunity to do so.

IN WITNESS WHEREOF, the parties have executed this Resignation Agreement and Consulting Arrangement as of the date first above written.

THE COMPANY

Garden Stage Limited

Signature:	/s/ Sze Ho Chan
Name:	Sze Ho Chan
Title:	Chief Executive Officer

EXECUTIVE

Wai Lok Raymond Fong

Signature:	/s/ Wai Lok Raymond Fong
Name:	Wai Lok Raymond Fong

Schedule A

Stock Option Agreement

Option

1.1	The Executive has been granted an option to purchase 5% of the new ordinary shares in the share capital of the Company (the “Option”) at the price of US$2 per share (the “Exercise Price”).

1.2

1.3	During the Option Period, the Executive has the right to exercise in part or in whole of the Option.

1.4

1.5	The Option will expire on the earlier date of (i) the fourth (4th) anniversary of the Listing Date, or (ii) the date in the event of the Executive’s termination of employment, death, disability, or change of control of the Company.

1.6	The Executive shall have no rights as a shareholder of the Company until he/she exercises the Option and receive the underlying shares.

1.7	The Option and the shares issuable upon exercise are subject to applicable securities laws and regulations, and may not be transferred, assigned, pledged, or otherwise disposed of, except as permitted by the board of the Company.

1.8	The Executive acknowledges and agrees that:

(a)

the Option is a discretionary and conditional award, and the Company may amend, suspend or terminate the Option at any time;

(b)

the grant and vesting of the Option are subject to the his/her satisfactory performance and compliance with the Company’s policies and procedures; and

(c)

the Option does not constitute an express or implied promise of continued employment or any other contractual right.

1.9	The Executive agrees to execute and deliver any other documents that may be required by the Company to effectuate the grant and exercise of the Option.”