6-K

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: 001-33602

HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

No.2 Disheng Middle Road

Beijing Economic-Technological Development Area

Beijing, People’s Republic of China, 100176

(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  ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 5, 2024
99.2	Letter to Shareholders, dated January 5, 2024

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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.

HOLLYSYS AUTOMATION TECHNOLOGIES LTD.
By	:	/s/ Changli WANG
Name	:	Changli WANG
Title	:	Chief Executive Officer

Date: January 5, 2024

3

EX-99.1

Exhibit 99.1

Hollysys Announces Shareholder Meeting to Vote on Acquisition by Ascendent Capital Partners

— Board recommends shareholders to vote “FOR” merger agreement for acquisition by Ascendent at $26.50/share

BEIJING, Jan. 5, 2024 /PRNewswire/ — Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys” or the “Company”) today announced that it will hold an extraordinary general meeting (the “EGM”) of shareholders on Thursday, February 8, 2024 at 10:00 a.m. Hong Kong time, to consider and vote on, among other things, the proposal to authorize and approve the previously announced merger agreement (the “Merger Agreement”) pursuant to which a buyer controlled by Ascendent Capital Partners (“Ascendent”), an international private investment firm headquartered in Hong Kong, will acquire all outstanding shares of Hollysys that it does not currently own for US$26.50 per share in cash.

In a letter sent to shareholders with the proxy statement for the EGM, the board of directors of the Company (the “Board”) emphasized that, upon the unanimous recommendation of a special committee of the Board composed entirely of independent directors (the “Special Committee”), the Board has unanimously determined that the Merger Agreement, and the transactions contemplated thereby are in the best interests of the Company and its shareholders, and recommends that shareholders vote FOR all proposals to authorize and approve the Merger Agreement and the transactions contemplated thereby.

Merger Agreement Results from Extensive Process to Maximize Shareholder Value

The Merger Agreement is the result of a formal sale process and a review of strategic options to maximize shareholder value conducted by the Special Committee that was formed on September 29, 2023.

Over the course of several months, the Special Committee conducted an extensive and competitive process and received several competing proposals to acquire the Company. It considered various factors in its review of the proposals, including the amount of per share consideration, composition and credibility of financing package, deal certainty, progress in the negotiation of definitive transaction documents, and the financial and legal terms proposed by bidders.

On December 11, 2023, the Company announced an agreement to be acquired by Ascendent for US$26.50 per share. This price represented a premium of 42% to the unaffected price of US$18.66 as of August 23, 2023, and a premium of 52% over the volume-weighted average price of the Hollysys shares during the 30 trading days through August 23, 2023.

During a “go-shop” period provided for in the Merger Agreement, the Company solicited and encouraged other acquisition proposals. The Special Committee determined that none of the proposals received constituted or would reasonably be expected to result in a superior proposal to the merger under the Merger Agreement.

Details regarding the sale process run by the Special Committee can be found in the proxy statement.

Proxy Materials and Shareholder Letters to be Mailed

The EGM will be held on Thursday, February 8, 2024 at 10:00 a.m. Hong Kong time at the offices of Davis Polk & Wardwell located at 10th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong. Registered holders of ordinary shares of the Company at the close of business in the British Virgin Islands on December 28, 2023 or their proxy holders are entitled to vote at this EGM or any adjournment thereof.

The Merger Agreement and other proposals pursuant to the Merger Agreement must be authorized and approved by the affirmative vote of a majority of the votes cast at the EGM.

In addition, the Company has received a revocation in respect of the requests previously submitted by certain shareholders to convene a special meeting, and accordingly, the shareholding threshold required for the requisition shareholders to request the convention of a special meeting in accordance with the Company’s Memorandum and Articles of Association is no longer satisfied. As such, the Company will not convene such special meeting.

Additional information regarding the EGM and the Merger Agreement can be found in the proxy statement furnished to the U.S. Securities and Exchange Commission (the “SEC”), which can be obtained, along with other filings containing information about the Company, the proposed merger and related matters, without charge, from the SEC’s website (http://www.sec.gov). In addition, the Company’s proxy materials, including the proxy statement, will be mailed to the shareholders of the Company. Requests for additional copies of the proxy statement should be directed to Morrow Sodali LLC, the proxy solicitor, at (800) 662-5200 (toll-free in US) or +1 (203) 658-9400 or email at HOLI@info.morrowsodali.com.

SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.

The Company and certain of its directors and executive officers may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the shareholders with respect to the proposed merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies is set forth in the proxy statement. Further information regarding persons who may be deemed participants, including any direct or indirect interests they may have, is also set forth in the proxy statement.

This announcement is for information purposes only and does not constitute an offer to purchase, or the solicitation of an offer to sell, any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall it be a substitute for any proxy statement or other filings that have been or will be made with the SEC.

About Hollysys Automation Technologies Ltd.

Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia. Leveraging its proprietary technology and deep industry know-how, Hollysys empowers its customers with enhanced operational safety, reliability, efficiency, and intelligence which are critical to their businesses. Hollysys derives its revenues mainly from providing integrated solutions for industrial automation and rail transportation. In industrial automation, Hollysys delivers the full spectrum of automation hardware, software, and services spanning field devices, control systems, enterprise manufacturing management and cloud-based applications. In rail transportation, Hollysys provides advanced signaling control and SCADA (Supervisory Control and Data Acquisition) systems for high-speed rail and urban rail (including subways). Founded in 1993, with technical expertise and innovation, Hollysys has grown from a research team specializing in automation control in the power industry into a group providing integrated automation control system solutions for customers in diverse industry verticals. As of June 30, 2023, Hollysys had cumulatively carried out more than 45,000 projects for approximately 23,000 customers in various sectors including power, petrochemical, high-speed rail, and urban rail, in which Hollysys has established leading market positions.

Safe Harbor Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are “forward-looking statements,” including statements regarding the ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company; growth in financial and operational performance of the Company; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident,” or similar expressions involve known and unknown risks and uncertainties. Such forward-looking statements, based upon the current beliefs and expectations of Hollysys’ management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

Contact Information

Company Contact:

Hollysys Automation Technologies Ltd.

www.hollysys.com

+8610-5898-1386

investors@hollysys.com

Media Contacts (Hong Kong and New York):

Brunswick Group

hollysys@brunswickgroup.com

Daniel Del Re (New York)

ddelre@brunswickgroup.com

+852 9255 5136

Emily Wong (Hong Kong)

ewong@brunswickgroup.com

+852 6627 8297

EX-99.2

Exhibit 99.2

January 5, 2024Vote “FOR” Value Maximizing MergerDear Fellow Shareholders,On February 8, 2024, Hollysys Automation Technologies Ltd. (“Hollysys” or the “Company”) will hold an extraordinary general meeting of shareholders (the “EGM”) to consider and vote on the proposal to authorize and approve the previously announced merger agreement (the “Merger Agreement”) between the Company and a buyer controlled by Ascendent Capital Partners (“Ascendent”), pursuant to which the buyer will acquire all outstanding shares of Hollysys that it does not currently own for US$26.50 per share in cash.The board of directors of the Company (the “Board”) has unanimously determined that this transaction is in the best interests of the Company and its shareholders. The Board recommends that you vote FOR the Merger Agreement and all other merger-related proposals.Your vote is important, regardless of the number of shares you own. Approval of the Merger Agreement and related proposals requires the affirmative vote of a majority of the votes cast at the EGM.THE ASCENDENT TRANSACTION DELIVERS COMPELLING VALUE TO SHAREHOLDERSThe US$26.50 per share merger consideration to be paid in cash to shareholders represents a premium of 42% to the unaffected price of Hollysys’s shares of US$18.66 as of August 23, 2023, and a premium of 52% over the volume-weighted average price of Hollysys’s shares during the 30 trading days through August 23, 2023.The merger consideration in the proposed transaction also represents a meaningful premium when compared to the implied acquisition premia to the 30-day volume weighted average price for select China ADR and US take private transactions announced since 2017, the median of which indicated a reference range of approximately 30% to 40%.SPECIAL COMMITTEE CONDUCTED A RIGOROUS SALE PROCESS AND ASCENDENT TRANSACTION IS IN BEST INTEREST OF COMPANY AND SHAREHOLDERS On September 29, 2023, the Board, following receipt of the reaffirmed buyout proposal from the Recco Consortium and a comprehensive review of various strategic options, established a special committee composed of three independent directors (the “Special Committee”) to conduct a formal sale process to evaluate the Recco Consortium proposal as well as solicit additional serious and compelling offers to acquire the Company.Over the course of several months, the Special Committee, with the assistance of advisors, conducted an extensive and competitive process aimed at maximizing shareholder value. As a result of inbound and outbound approaches, it received several competing proposals to acquire the Company, all of which were given full and fair consideration.

The Special Committee considered various factors in its review of the proposals, including the amount of per share consideration, composition and credibility of financing package, deal certainty, progress in the definitive transaction documents, and financial and legal terms proposed by bidders, all of which are critical to realizing a successful transaction that is in the best interests of the Company and its shareholders.After careful consideration, the Special Committee determined that the Ascendent transaction was in the best interest of the Company and its shareholders as a whole. Among other concerns, competing proposals either failed to match the per share consideration or presented significant uncertainty or other issues with respect to the financing package or the financing structure. The Special Committee, therefore, unanimously recommended the Ascendent transaction to the Board.SUBSEQUENT ACQUISITION PROPOSALS FAILED TO DEMONSTRATE FINANCING CERTAINTYDuring a “go-shop” period provided for in the Merger Agreement, the Company solicited and encouraged other acquisition proposals, and received two additional acquisition proposals. While the proposals stated a higher per share price, the Special Committee did not receive information on critical elements of the proposals, such as the financial substance of the buyer entities and their ability to fund the acquisition. Therefore, the Special Committee determined that none of these proposals constituted or would reasonably be expected to result in a superior proposal to the merger under the Merger Agreement.CONTINUING AS PUBLIC COMPANY WOULD NOT EQUALLY OR MORE FAVORABLY ENHANCE SHAREHOLDER VALUEThe Special Committee considered the option for the Company to remain as a public company. However, the Special Committee determined that the Ascendent transaction presents a compelling opportunity for shareholders to realize immediate value and mitigate uncertainties and risks to increasing shareholder value as an independent publicly-traded company.THE ASCENDENT TRANSACTION PRESENTS VALUE MAXIMIZING OPPORTUNITY FOR SHAREHOLDERSThe Board believes that the Ascendent transaction represents a value maximizing opportunity for the Company’s shareholders. Without the required shareholder support, the Ascendent transaction will not be completed, risking a potential drop in the Company’s share price. The Board urges you to consider capitalizing on the value maximizing opportunity that the Ascendent transaction presents, and recommends that you vote FOR the Merger Agreement and all other merger-related proposals.Full details of the background to the transaction and the process run by the Special Committee can be found in the proxy statement, which can be found at https://hollysys.investorroom.com/.We appreciate your continued support.Sincerely,The Hollysys Board of Directors

Safe Harbor StatementsThis communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are “forward-looking statements,” including statements regarding the ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company; growth in financial and operational performance of the Company; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident,” or similar expressions involve known and unknown risks and uncertainties. Such forward-looking statements, based upon the current beliefs and expectations of Hollysys’ management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s reports that are filed with the Securities and Exchange Commission (the “SEC”) and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.Additional Information and Where to Find ItAdditional information regarding the EGM and the Merger Agreement can be found in the proxy statement furnished to the SEC, which can be obtained, along with other filings containing information about the Company, the proposed merger and related matters, without charge, from the SEC’s website (http://www.sec.gov). In addition, the Company’s proxy materials, including the proxy statement, will be mailed to the shareholders of the Company. Requests for additional copies of the proxy statement should be directed to Morrow Sodali LLC, the proxy solicitor, at (800) 662-5200 (toll-free in US) or +1 (203) 658-9400 or email at HOLI@info.morrowsodali.com.SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.Participants in the SolicitationThe Company and certain of its directors and executive officers may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the shareholders with respect to the proposed merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies is set forth in the proxy statement. Further information regarding persons who may be deemed participants, including any direct or indirect interests they may have, is also set forth in the proxy statement.No Offer or SolicitationThis communication is for information purposes only and does not constitute an offer to purchase, or the solicitation of an offer to sell, any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall it be a substitute for any proxy statement or other filings that have been or will be made with the SEC.