Etoiles Capital Group (EFTY) appoints U.S.-based audit committee financial expert to board

Rhea-AI Filing Summary

Etoiles Capital Group Co., Ltd. reports a board change involving the departure of one independent director and the appointment of another. On July 10, 2026, Qi Ding resigned as an independent director, chairman of the compensation committee, and member of the audit and nominating and corporate governance committees for personal reasons and not due to any dispute or disagreement with the company or its board.

On the same date, the board and relevant committees appointed Wesley Chu as a non-employee independent director with annual compensation of HK$12,000, effective upon approval. The board determined that he is an independent director under applicable U.S. SEC and Nasdaq Marketplace Rules and qualifies as an audit committee financial expert, with financial sophistication under Nasdaq Listing Rules. He will serve as chairman of the compensation committee and a member of the audit and nominating and corporate governance committees.

The company highlights that Mr. Chu, a U.S. citizen residing in the United States, advances its intention to restructure the board so that approximately one-half of its members are U.S. citizens, nationals or residents. His background includes over ten years in global supply chain and logistics roles at multinational companies, including a logistics execution manager position at NVIDIA Corporation since December 2022.

Insights

Corporate governance analyst

Board refresh replaces one independent director with another who adds U.S. presence and audit expertise.

The company reports the resignation of independent director Qi Ding for personal reasons, explicitly stating it was not due to any dispute or disagreement with the company or its board. This reduces concern about underlying governance conflicts.

Simultaneously, Wesley Chu joins as an independent director, compensation committee chair, and member of the audit and nominating and corporate governance committees with annual compensation of HK$12,000. The board classifies him as an audit committee financial expert and financially sophisticated under Nasdaq rules, supporting the effectiveness of the audit committee.

The company notes that Mr. Chu is a U.S. citizen residing in the U.S. and links his appointment to a stated intention to restructure the board so that approximately one-half of its members are U.S. citizens, nationals or residents. This may help align governance with U.S. listing standards and investor expectations, though the timing of additional appointments is tied to the board’s ongoing candidate search described in the disclosure.

Key Figures

Annual director compensation: HK$12,000 Director age: 34 NVIDIA role start date: December 2022 +2 more

5 metrics

Annual director compensation HK$12,000 Annual compensation for Wesley Chu as an independent director

Director age 34 Age of new independent director Wesley Chu

NVIDIA role start date December 2022 Start of Wesley Chu’s logistics execution manager role at NVIDIA Corporation

Expeditors San Francisco tenure July 2018 to August 2022 Period Wesley Chu worked as corporate account manager at Expeditors in San Francisco

Expeditors Hong Kong account manager tenure January 2015 to July 2018 Period Wesley Chu worked as local account manager at Expeditors in Hong Kong

Key Terms

independent director, audit committee financial expert, Nasdaq Marketplace Rules, Regulation S-K, +1 more

5 terms

independent director regulatory

"resigned as an independent director, chairman of the compensation committee"

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 expert regulatory

"qualifies as an “audit committee financial expert” as defined under Item 407(d)(5)"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Nasdaq Marketplace Rules regulatory

"is an “independent” director under applicable U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules"

A set of standards and procedures that govern how stocks and other securities are listed, traded and monitored on the Nasdaq exchange; think of it as the marketplace rulebook that sets eligibility, disclosure, trading conduct and enforcement practices. Investors care because these rules affect whether a company can be listed or removed, how transparently it must report information, and how fairly trades are executed — all of which influence risk and the ability to buy or sell shares.

Regulation S-K regulatory

"as defined under Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934"

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.

Form 6-K regulatory

"When used in this Form 6-K, unless otherwise indicated, the terms"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

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FAQ

Why did independent director Qi Ding resign from Etoiles Capital Group (EFTY)?

Qi Ding resigned on July 10, 2026 as an independent director and committee member for personal reasons. The company states her resignation was not due to any dispute or disagreement with the company or its board.

Who replaced Qi Ding on the board of Etoiles Capital Group (EFTY)?

On July 10, 2026, the board appointed Wesley Chu as a non-employee independent director. He becomes chairman of the compensation committee and a member of the audit and nominating and corporate governance committees.

What is the compensation for new independent director Wesley Chu at EFTY?

Wesley Chu will receive annual compensation of HK$12,000 for his service as an independent director. This amount was approved by the board, nominating and corporate governance committee, and compensation committee when confirming his appointment.

Is Wesley Chu considered an audit committee financial expert at Etoiles Capital Group (EFTY)?

Yes. The board determined that Wesley Chu qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K and has the required financial sophistication under Nasdaq Listing Rule 5605(c)(2)(A).

How does Wesley Chu’s appointment affect EFTY’s U.S. board representation?

The company highlights that Wesley Chu is a U.S. citizen residing in the U.S.. His appointment supports the company’s stated intention to restructure the board so that approximately one-half of its members are U.S. citizens, nationals or residents.

What is Wesley Chu’s professional background before joining the EFTY board?

Wesley Chu has over ten years in global supply chain and logistics. He has served as a logistics execution manager at NVIDIA Corporation since December 2022 and previously held account management roles at Expeditors in Hong Kong and San Francisco.

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: 001-42793

ETOILES CAPITAL GROUP CO., LTD.

(Registrant’s Name)

Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central,

Sheung Wan, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “EFTY”, “we,” “us” and “our” refer to Etoiles Capital Group Co., Ltd. and its subsidiaries.

Departure of Independent Director

Qi DING

On July 10, 2026, Qi Ding (“Ms. Ding”) resigned as an independent director, chairman of the compensation committee, and member of the audit committee and nominating and corporate governance committee of Etoiles Capital Group Co., Ltd. (the “Company”). Ms. Ding has indicated her resignation is for personal reasons and not as a result of any dispute or disagreement with the Company or the Board.

Appointment of Independent Director

On July 10, 2026, the Board of Directors, Nominating and Corporate Governance Committee, and the Compensation Committee of the Company approved by resolutions and confirmed the appointment of Wesley Chu (“Mr. Chu”) as a director of the Company, with an annual compensation of HK$12,000, effective upon approval of the resolutions, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board has determined Mr. Chu (i) is an “independent” director under applicable U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules, and (ii) qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and possesses the requisite financial sophistication under Rule 5605(c)(2)(A) of the Nasdaq Stock Market LLC Listing Rules. Mr. Chu will be serving on the Board of Directors as a non-employee, independent director. Mr. Chu has also been named as the chairman of the compensation committee and a member of the audit committee and nominating and corporate governance committee of the Company.

The foregoing descriptions of our offer letter to Mr. Chu are qualified in their entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

There are no family relationships between Mr. Chu and any other employees of the Company or members of the Board of Directors.

The appointment of Mr. Chu, a U.S. citizen residing in the U.S., represents a significant step in increasing the presence of U.S.-based members on the Board and strengthening the nexus between the Company and the United States.

As described in the Company’s report on Form 6-K furnished on July 8, 2026, the Company intends to restructure the Board such that approximately one-half of its members are citizens, nationals or residents of the United States. Consistent with that intention, the Board is currently identifying additional suitable candidates with a United States background for appointment to the Board.

The biographical information of Mr. Chu is set forth below:

Wesley Chu, age 34

Mr. Chu has over ten years of experience in global supply chain management, logistics operations, and transportation strategy, with extensive expertise in managing complex international logistics networks for leading multinational technology companies. Since December 2022, Mr. Chu has been serving as a logistics execution manager at NVIDIA Corporation. From July 2018 to August 2022, Mr. Chu worked in Expeditors in San Francisco as a corporate account manager. From January 2015 to July 2018, Mr. Chu worked in Expeditors in Hong Kong as a local account manager. From January 2014 to January 2015, Mr. Chu worked in Expeditors in Hong Kong as agent of order management. Mr. Chu received a bachelor of global business systems management from City University of Hong Kong in 2013. Mr. Chu is a U.S. citizen and resides in the U.S.

Exhibit No.		Description
10.1		Form of Independent Director Agreement by and between the registrant and Wesley Chu

1

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.

	Etoiles Capital Group Co., Ltd.
Date: July 10, 2026	By:	/s/ Kit Shing, CHEUNG
	Name:	Kit Shing, CHEUNG
	Title:	Director, Chief Executive Officer, and Chairman of the Board of Directors

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF INDEPENDENT DIRECTOR AGREEMENT BY AND BETWEEN THE REGISTRANT AND WESLEY 88.0 KB