Everbright Digital appoints new independent director

Everbright Digital Holding Limited appointed Mr. Gong Yushan as a director on April 13, 2026, filling the vacancy created by the previously disclosed resignation of Ms. Chan Po Yu effective March 6, 2026.

Rhea-AI Filing Summary

Everbright Digital Holding Limited appointed Mr. Gong Yushan as a director on April 13, 2026, filling the vacancy created by the previously disclosed resignation of Ms. Chan Po Yu effective March 6, 2026. The company states her resignation did not involve any disagreement over operations, policies or practices.

Mr. Gong, age 43, is the founder of Guangzhou Fubaba Consulting Management Co., Ltd. and has extensive experience providing strategic consulting to companies in healthcare, biotechnology and education. The Board has determined he is an independent director under Nasdaq rules and that he meets the additional independence standards for audit committee members under Rule 10A-3.

He has been appointed to the Board’s Audit Committee and Compensation Committee, and will receive compensation under the company’s standard director arrangements. The filing notes there are no special appointment arrangements, no family relationships with current directors or executives, and no material related-party transactions involving Mr. Gong. The company believes his corporate strategy and consulting background will support the Board’s oversight and strategic direction.

Key Figures

Director appointment date: April 13, 2026 New director age: 43 years Resignation effective date: March 6, 2026

3 metrics

Director appointment date April 13, 2026 Date Mr. Gong Yushan was appointed director

New director age 43 years Age of Mr. Gong Yushan

Resignation effective date March 6, 2026 Effective date of Ms. Chan Po Yu’s resignation

Key Terms

independent director, Audit Committee, Compensation Committee, Rule 10A-3, +2 more

6 terms

independent director financial

"The Board has determined that Mr. Gong qualifies as an “independent director” under the applicable listing standards"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee financial

"Mr. Gong has been appointed to serve on the Audit Committee and Compensation Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation Committee financial

"Mr. Gong has been appointed to serve on the Audit Committee and Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Rule 10A-3 regulatory

"additional independence requirements applicable to members of the audit committee under Rule 10A-3 of the Securities Exchange Act of 1934"

Regulation S-K regulatory

"no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Nasdaq listing rules regulatory

"and the Nasdaq listing rules. Mr. Gong has been appointed to serve on the Audit Committee"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Everbright Digital Holding Limited (EDHL) disclose?

Everbright Digital Holding Limited appointed Mr. Gong Yushan as a director on April 13, 2026, filling the vacancy created by the resignation of Ms. Chan Po Yu. The company states her resignation was not due to any disagreement with its operations or policies.

Is the new Everbright Digital (EDHL) director considered independent?

Yes. The Board determined that Mr. Gong Yushan qualifies as an independent director under Nasdaq listing standards. It also concluded he meets the additional independence requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act and the Nasdaq listing rules.

What committees will Mr. Gong serve on at Everbright Digital (EDHL)?

Mr. Gong has been appointed to the Board’s Audit Committee and Compensation Committee, effective with his board appointment. The Board plans to evaluate any further committee assignments as needed to maintain compliance with applicable Nasdaq corporate governance requirements over time.

What experience does Mr. Gong bring to Everbright Digital (EDHL)?

Mr. Gong is the founder of Guangzhou Fubaba Consulting Management Co., Ltd. and advises companies in healthcare, biotechnology and education. The company believes his expertise in corporate strategy, business model development and enterprise lifecycle management will support the Board’s oversight and strategic decision-making.

Were there any conflicts or related-party issues disclosed for Mr. Gong at EDHL?

The company states there are no arrangements or understandings with other persons for his appointment, no family relationships with directors or executives, and no material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K.

How will Everbright Digital (EDHL) compensate its new director Mr. Gong?

Everbright Digital indicates that Mr. Gong will receive compensation in line with the company’s standard director compensation arrangements. No special or separate compensation agreement was disclosed beyond these existing board compensation practices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 04/21/2026 - 05:20 PM Learn about SEC filing dates

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 2026

Commission File Number: 001-42602

Everbright Digital Holding Limited

Unit 1A, 10/F,

C-Bons International Centre,

108 Wai Yip Street, Kwun Tong,

Hong Kong

(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 ☐

As previously disclosed in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on March 20, 2026, Ms. Chan Po Yu resigned from her position as a member of the board of directors (the “Board”) of Everbright Digital Holding Limited (the “Company”), effective as of March 6, 2026. Ms. Chan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Following such resignation, on April 13, 2026, the Board appointed Mr. Gong Yushan as a director of the Company, effective immediately, to fill the resulting vacancy.

Mr. Gong Yushan, age 43, has served as the founder of Guangzhou Fubaba Consulting Management Co., Ltd. since April 2022. In this role, he is responsible for corporate strategy formulation, business model development and enterprise lifecycle management. Mr. Gong has also provided strategic consulting services to various companies across the healthcare, biotechnology and education sectors, including Hainan Hicheng Century Education Technology Co., Ltd. since May 2022, Guangdong Kairan Biotechnology Co., Ltd. since August 2020, and Hong Kong Longsheng Wanfang Co., Ltd. since 2021. More recently, he has served as a strategic consultant to Guangzhou Deyi Kang Health Technology Co., Ltd. since February 2025, Jinzixian (Guangzhou) Pharmaceutical Biotechnology Co., Ltd. since September 2025, and Guangzhou Siyue Health Technology Co., Ltd. since October 2025. Mr. Gong received his education from Lingnan University.

The Board has determined that Mr. Gong qualifies as an “independent director” under the applicable listing standards of The Nasdaq Stock Market LLC. The Board has also determined that Mr. Gong satisfies the additional independence requirements applicable to members of the audit committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the Nasdaq listing rules.

Mr. Gong has been appointed to serve on the Audit Committee and Compensation Committee of the Board, effective as of his appointment. The Board will evaluate any further committee assignments as appropriate to ensure continued compliance with applicable Nasdaq corporate governance requirements.

In connection with his appointment, Mr. Gong will receive compensation in accordance with the Company’s standard director compensation arrangements. There are no arrangements or understandings between Mr. Gong and any other persons pursuant to which he was appointed as a director. There are no family relationships between Mr. Gong and any director or executive officer of the Company, and Mr. Gong has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company believes that Mr. Gong’s experience in corporate strategy and business consulting will contribute to the Board’s oversight and strategic direction.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Director Offer Letter by and between the Company and Mr. Gong Yushan.

2

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.

	Everbright Digital Holding Limited
Date: April 21, 2026	By:	/s/ Leung Chun Yip
	Name:	Leung Chun Yip
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 DIRECTOR OFFER LETTER BY AND BETWEEN THE COMPANY AND MR. GONG YUSHAN 22.6 KB