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6-K 1 ea0298848-6k_bigtree.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 July 2026

 

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 ☐

 

 

 

 

Resignation of Director 

 

On July 20, 2026, Jiahe Liao resigned from his position as a director of the board of directors (the “Board”) of the Company and from any and all committees of the Board, effective immediately. Mr. Liao indicated that his resignation was not the result of any disagreement with management of the Company or the Board and he had no claims against the Company or its directors, officers, employees, or shareholders.

 

Appointment of Director and Executive Officer

 

On the same day, the Board passed a resolution to appoint Yu Guo as an independent director to the Board to fill the vacancy resulting from Mr. Liao’s resignation. The Company believes that Mr. Guo qualifies as an independent director of the Company in accordance with Nasdaq Listing Rules and regulations under the Securities Exchange Act of 1934, as amended. Following the appointment, Mr. Guo is now a director to the Board and the chair of the audit committee of the Board, a member of the nominating and corporate governance committee of the Board, and a member of the compensation committee of the Board.

 

In connection with his appointment, on July 20, 2026, the Company entered into a director offer letter with Mr. Guo. The terms of the agreement are consistent with the Company’s standard arrangements for its directors. The form of the director offer letter is filed as Exhibit 10.1 to this report on Form 6-K.

 

The following is the biographical information of Mr. Guo

 

Yu Guo has a solid foundation in management and finance field. Since December 2023, Mr. Guo served as the managing partner and Director of Tiancheng Huaxin (Guangdong) Tax Advisory Co., Ltd., a tax advisory firm. He is also the partner of Pengsheng Certified Public Accountants (Special General Partnership), an accounting firm, since January, 2023. In his previous experience, he was the partner of Asia-Pacific Pengsheng Tax Advisory Co., Ltd., a tax advisory firm, from January 2017 to November 2023. He also serves as director or chairman in various companies, including: serving as the chairman of the board of Zhongwei Xinghua Holdings (Guangdong) Co., Ltd., a company specialized in research and development of fertilizers and soil pollution treatment, since July, 2022; serving as the director of Huabao Solid Soil Materials (Guangdong) Co., Ltd., a company engages in technology development and technical consulting services, since May 2023; serving as the director of Anquan Biotechnology (Hunan) Co., Ltd., a company specialized in research and development of fertilizers and soil pollution treatment, since September 2024. Mr. Guo studied Accounting and Statistics at Huainan Normal University and Hunan University. We believe that Mr. Guo is well qualified to serve as our director of the Company based on his educational background in the fields of accounting and corporate management and his work experience in the Company.

 

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Exhibit

 

Exhibit No.   Description
10.1   Form of Director Offer Letter

 

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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: July 22, 2026  
   
  Big Tree Cloud Holdings Limited
   
  By: /s/ Wenquan Zhu
  Name: Wenquan Zhu
  Title: Chairman of the Board of Directors and
Chief Executive Officer

 

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EX-10.1 2 ea029884801ex10-1.htm FORM OF DIRECTOR OFFER LETTER

Exhibit 10.1

 

BIG TREE CLOUD HOLDINGS LIMITED

Building B4, Qianhai Shengang Fund Town

Nanshan District, Shenzhen 518052, China

 

July _20__, 2026

 

YU GUO

Room 2101, 21st Floor, Tongxin Building,

Shenzhen, China

 

Re: Director Offer Letter

 

Dear Mr. YU GUO

 

BIG TREE CLOUD HOLDINGS LIMITED, a Cayman Islands company (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”).  We are very impressed with your credentials, and we look forward to your future success in this role.

 

This letter shall constitute an agreement (“Agreement”) between you and the Company and contains all the terms and conditions relating to the services you are to provide.

 

1. Term.  Subject to the approval of the Board of Directors of the Company, this Agreement shall have an initial term of two (2) years, commencing on the date hereof (the “Appointment Date”). Your term as director shall continue subject to the provisions in Section 7 below or until your successor is duly elected and qualified. 

 

2. Services. You shall render services as a member of the Board in accordance with high professional and ethical standards and in accordance with all applicable laws and rules and regulations pertaining to your performance hereunder.  You shall be required to attend all meetings of the Board called from time to time either in-person or by telephone.  Should you be elected to serve on a committee of the Board, you shall be required to attend such number of meetings of such committee as required by its members pursuant to the charter of such committee or as may be called from time to time.  The services described in this Section 2 shall hereinafter be referred to as your “Duties.” 

 

3. Services for Others.  You shall be free to represent or perform services for other persons during the term of this Agreement.  You agree, however, that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting, or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing).  Should you propose to perform similar duties, consulting, or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

 

4. Compensation. Commencing on the Appointment Date, and upon each anniversary thereof that you remain a director, you shall receive cash compensation of RMB120,000 for each calendar year of service under this Agreement on a pro-rated basis.  Notwithstanding the foregoing to the contrary, all fees are subject to approval and/or change as deemed appropriate by the Compensation Committee of the Board.  You shall be reimbursed for reasonable expenses documented and incurred by you in connection with the performance of your Duties (including travel expenses for meetings you attend in-person).

 

 

 

5. No Assignment.  Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

 

6. Confidential Information; Non-Disclosure.  In consideration of your access to the premises of the Company and/or you access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

 

6.1. Definition.  For purposes of this Agreement, the term “Confidential Information” means:

 

a. Any information that the Company possesses that has been created, discovered, or developed by or for the Company, and that has or could have commercial value or utility in the business in which the Company is engaged; or

 

b. Any information that is related to the business of the Company and is generally not known by non-Company personnel.

 

c. By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics, and agreements.

 

6.2. Exclusions.  Notwithstanding the foregoing, the term Confidential Information shall not include:

 

a. Any information that becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

 

b. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

 

c. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

 

6.3. Documents.  You agree that, without the express prior written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines, or any other documents or items that in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company.  In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items.  You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or resignation, as provided in Section 7 herein.

 

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6.4. No Disclosure.  You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this Section 6.4 shall survive termination of this Agreement.

 

7. Termination and Resignation.  Your membership on the Company’s Board may be terminated for any or no reason or you may also terminate your membership on the Board for any or no reason except as provided in the Company’s Memorandum and Articles of Association, as amended from time to time. Upon the effective date of the termination or resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any cash compensation (or equivalent value in ordinary shares of the Company), if application, that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or resignation.

 

8. Independent Contractor. You understand, acknowledge and agree that your relationship with the Company is that of an independent contractor and nothing in this Agreement is intended to or should be construed to create a relationship other than that of independent contractor. Nothing in this Agreement shall be construed as a contract of employment/engagement between you and the Company or as a commitment on the part of the Company to retain you in any capacity, for any period of time or under any specific terms or conditions, or to continue your service to the Company beyond any period.

 

9. Governing Law; Resolution of Disputes.  All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the laws of New York applicable to agreements made. In the event the parties are unable to settle a dispute between them regarding this Agreement, such dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Administered Arbitration Rules of HKIAC then in effect. The arbitration tribunal shall consist of three arbitrators to be appointed by Hong Kong International Arbitration Centre. The language of the arbitration shall be English.

 

10. Entire Agreement; Amendment; Waiver; Counterparts.  This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.  Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.  This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

 

[SIGNATURE PAGE TO FOLLOW]

 

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This Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

 

  Sincerely,
     
  BIG TREE CLOUD HOLDINGS LIMITED    
   
  By:                   
    Name:
    Title:

 

Agreed to and accepted:

 

By:     
  YU GUO  
     

 

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