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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 2025
Commission File Number: 001-42114
Big Tree Cloud Holdings Limited
Building B4, Qianhai Shengang Fund Town
Nanshan District, Shenzhen, China 518052
+86 0755 2759-5623
(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 ☐
Entry into Material Agreements
On September 8, 2025, Guangdong Dashuyun Investment Holding Group Co., Ltd. (“Guangdong Dashuyun”), a 95.92%-owned subsidiary of Big Tree Cloud Holdings Limited (the “Company”), entered into a share transfer agreement (the “Agreement”) with Guangdong Jiasiwei New Materials Technology Co., Ltd. (“Guangdong Jiasiwei”), an unrelated third party. Pursuant to the Agreement, Guangdong Dashuyun agreed to transfer all of its 51% equity interests in Guangdong Yunjia Innovative Materials Co., Ltd. (“Guangdong Yunjia”) to Guangdong Jiasiwei for a total consideration of RMB 5,100,000.
Prior to the transfer, Guangdong Dashuyun held 51% of the equity interests in Guangdong Yunjia, and Guangdong Jiasiwei held 49%. Upon completion of the share transfer, Guangdong Yunjia ceased to be a subsidiary of Guangdong Dashuyun. Guangdong Jiasiwei has paid the full purchase price in accordance with the terms of the Agreement.
On October 14, 2025, Guangdong Dashuyun and Guangdong Jiasiwei entered into a supplemental agreement (the “Supplemental Agreement”) to confirm the completion of the share transfer and the handover of Guangdong Yunjia. Pursuant to the Supplemental Agreement, both parties acknowledged that, although the share transfer registration had been completed on September 9, 2025, Guangdong Dashuyun had continued to manage and operate Guangdong Yunjia until the date of the Supplemental Agreement for practical reasons. As of October 14, 2025, Guangdong Jiasiwei has assumed full management and operational control of Guangdong Yunjia, and Guangdong Dashuyun no longer has any rights to, or obligations for, the profits, risks, or losses of Guangdong Yunjia.
Guangdong Yunjia is primarily engaged in the research, development, production and sales of hot air nonwoven fabrics. The sale was primarily driven by the Company’s strategic transformation and focus on resource optimization. The business represented by Guangdong Yunjia is no longer aligned with the Company’s core development priorities. The sale of Gunagdong Yunjia is expected to optimize the Company’s asset structure, improve operational efficiency, and enhance long-term profitability. Guangdong Yunjia’s total assets accounted for approximately 21.33% of the Company’s consolidated total assets as of June 30, 2025. The Company is assessing the financial impact of the disposal, including any gain or loss arising from the transaction, which will be reflected in its consolidated financial statements for the year ending June 30, 2025, once finalized.
The foregoing descriptions of the Agreement and the Supplemental Agreement are summaries of certain material terms of the Agreement and the Supplemental Agreement, do not purport to be complete and are qualified in their entirety by reference to the Agreement and the Supplemental Agreement, which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Exhibit
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, thereunto duly authorized.
| Date: October 17, 2025 | ||
| Big Tree Cloud Holdings Limited | ||
| By: | /s/ Wenquan Zhu | |
| Name: | Wenquan Zhu | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
Exhibit 99.1
Share Transfer Agreement
Party A (Transferor): Guangdong Dashuyun Investment Holding Group Co., Ltd.
Unified Social Credit Code: 91440300MA5G8DL89B
Legal Representative: Zhu Wenquan
Address: Room 201, Building B4, Qianhai Shenzhen-Hong Kong Fund Town, No. 128 Guiwan 5th Road, Nanshan Sub-district, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen
Party B (Transferee): Guangdong Jiasiwe New Materials Technology Co., Ltd.
Unified Social Credit Code: 91440605MA533ML33W
Legal Representative: Shi Shaogang
Address: Workshop 1, 1st Floor, Self-numbered No. 02, Xingye East Road 2, Zone A, Science and Technology Industrial Park, Shishan Town, Nanhai District, Foshan City
Whereas:
Guangdong Yunjia Innovative Materials Co., Ltd. (hereinafter referred to as the “Target Company”) was incorporated in Foshan City on January 10, 2025, with a registered capital of RMB 10 million. Party A is an existing shareholder of the Target Company and, as of the date of this Agreement, holds 51% of its equity interest. Party A is willing to transfer its 51% equity interest in the Target Company to Party B in accordance with the terms and conditions set forth herein, and Party B agrees to accept such transfer.
After friendly consultation, the parties have reached the following agreement:
1. Share Transfer Price
(1) Party A holds 51% of the equity of the Target Company, corresponding to a capital contribution of RMB 5.1 million as stipulated in the Target Company’s Articles of Association. Party A has fully paid this amount. Party A hereby agrees to transfer its 51% equity interest in the Target Company to Party B for a total consideration of RMB 5.1 million (in words: Five Million One Hundred Thousand Yuan Only), and Party B agrees to purchase it.
(2) The transfer price includes all shareholder rights and interests attached to the transferred equity. Such rights and interests refer to all present and potential benefits represented by 51% of the Target Company’s movable and immovable property, tangible and intangible assets.
(3) Party B shall pay the share transfer price to Party A within seven (7) days from the effective date of this Agreement. Within ten (10) days after Party A receives the payment, both parties shall cooperate with the Target Company to complete the registration of equity change with the relevant Administration for Market Regulation.
(4) Party A’s receiving bank account is as follows:
Account Name: *
Account Number: *
Bank: *
2. Warranties of the Transferor
Party A warrants that it has full and valid ownership and disposal rights over the equity being transferred, that the equity is free from any pledge or encumbrance, and that no third party has any claim against it.
If any breach of this warranty results in economic loss, Party A shall bear all related liabilities.
3. Allocation of Profits and Losses (Including Debts and Claims)
From the effective date of this Agreement, Party B shall, in proportion to its equity interest, enjoy the profits and bear the risks and losses of the Target Company, including any debts or claims attributable to the transferred equity prior to the transfer.
4. Liability for Breach of Contract
If Party B fails to make payment within the stipulated time, it shall pay a late payment penalty of 0.05‰ (five ten-thousandths) of the overdue amount per day. If the penalty fails to compensate for the full amount of damages suffered by Party A, Party B shall additionally pay compensation for the remaining loss.
5. Amendment or Termination of the Agreement
This Agreement may be amended or terminated under any of the following circumstances:
(1) The Agreement cannot be performed due to force majeure; (2) Both parties agree to amend or terminate the Agreement after mutual consultation in light of changed circumstances.
Amendments or termination shall become effective only after a written agreement or declaration is signed by both parties.
6. Allocation of Related Expenses
All expenses incurred in the process of this equity transfer shall be borne by the respective parties as agreed between them.
7. Miscellaneous
(1) This Agreement shall take effect upon being signed and sealed by both parties.
(2) Any disputes arising during the performance of this Agreement shall first be settled through friendly negotiation. If no agreement can be reached, either party may file a lawsuit with the competent People’s Court.
(3) This Agreement is executed in four (4) counterparts, with Party A and Party B each holding one copy, one retained by the Target Company, and one submitted to relevant authorities.
(Signatures below)
Party A (Transferor):
Guangdong Dashuyun Investment Holding Group Co., Ltd. (Seal)
Legal Representative or Authorized Representative (Signature): ________________________
Party B (Transferee):
Guangdong Jiasiwe New Materials Technology Co., Ltd. (Seal)
Legal Representative or Authorized Representative (Signature): ________________________
Date of Signing:
September 8, 2025
Exhibit 99.2
Statement
Party A (Transferor): Guangdong Dashuyun Investment Holding Group Co., Ltd.
Party B (Transferee): Guangdong Jiasiwei New Material Technology Co., Ltd.
Whereas:
1. Party A and Party B signed the Share Transfer Agreement on September 8, 2025, under which Party A agreed to transfer its 51% equity interest in Guangdong Yunjia Innovative Materials Co., Ltd. (hereinafter referred to as the “Target Company”) to Party B at a total consideration of RMB 5.10 million and Party B agreed to accept such transfer.
2. As of August 31, 2025, Party A has received the full amount of the equity transfer payment.
3. As of September 9, 2025, the registration procedures for the equity change with the competent administration for market regulation have been completed.
Both Parties hereby jointly confirm that, from the completion date of the industrial and commercial registration procedures up to the date of issuance of this statement, for practical reasons, Party A has continued to manage and operate the Target Company and has enjoyed the company’s profits and borne its risks and losses in proportion to its original shareholding ratio (i.e., 51%).
Party B has appointed designated personnel to carry out, complete, and verify the substantive handover of the Target Company as of the date of this statement, including account reconciliation, full transfer of assets, and transfer of operational authority. Both Parties confirm that they have no objections to the above handover work.
From the date of issuance of this statement, Party A shall no longer have any right to manage the Target Company, shall no longer be entitled to any of its profits, and shall no longer bear any of its risks or losses.
Party A：
Guangdong Dashuyun Investment Holding Group Co., Ltd. (Seal)
Date: October 14, 2025
Party B:
Guangdong Jiasiwei New Material Technology Co., Ltd. (Seal)
Date: October 14, 2025