Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form 40-F.
On January 2, 2026, Chun Yin Ling and Wan Venus
Li each resigned from the position as a director of the board of directors (the “Board”) of the Company, effective immediately.
In connection with Ms. Li’s resignation, she will also step down from her roles as a member of the Audit Committee and Compensation
Committee, as well as the Chairperson of the Nominating and Corporate Governance Committee of the Board.
Mr. Ling and Ms. Li indicated that the resignation
was not the result of any disagreement with management of the Company or the Board and he/she had no claims against the Company or its
directors, officers, employees, or shareholders.
On the same day, the Board of the Company
passed a resolution to appoint Tianfu Yuan as a director to fill the vacancy resulting from Mr. Ling’s resignation and Shibin
Wang as an independent director to the Board to fill the vacancy resulting from Ms. Li’s resignation. Following the
appointments, Mr. Yuan are now a director to the Board and Dr. Wang are now an independent director to the Board, as well as a
member of the Audit Committee and Compensation Committee and the Chairperson of the Nominating and Corporate Governance Committee of
the Board. The Company believes that Dr. Wang qualifies as an independent director of the Company in accordance with Nasdaq Listing
Rules and regulations of the Securities and Exchange Commission.
In connection with Mr. Yuan and Dr.
Wang’s appointments, the Company has entered into an offer letter with each of them, pursuant to which Dr. Wang is entitled to
receive an annual cash compensation of $14,400, payable quarterly while Mr. Yuan will not receive any compensation. In addition, the Company has also entered into an indemnity
agreement with Mr. Yuan and Dr. Wang. The form of the offer letter and indemnity agreement are filed as Exhibit 10.1 and 10.2 to
this report on Form 6-K.
The following is the biographical information
of Mr. Yuan and Dr. Wang
Mr. Tianfu Yuan joined in GoFintech Quantum Innovation
Limited (HKG: 0290), a financial technology investment platform, in January 2022 and was further appointed as Co-Chief Executive Officer
since February 2024. Prior to that, from January 2020 to December 2021, Mr. Yuan served as Vice President of Kunwu Jiuding Investment
Management Co., Ltd, a company engages in private equity investment management. Mr. Yuan obtained his Bachelor’s degree in Electronic
Science and Technology from Tsinghua University, his Master of Business Administration from Renmin University of China in 2016, and is
pursuing his Doctorate of Business Administration in the Hong Kong University of Science and Technology. Mr. Yuan has nearly 16 years
of experience in the financial industry and is familiar with the market environment, regulations, and operations of the Chinese mainland,
Hong Kong, and international capital markets.
Dr. Shibin Wang serves as a director of several
companies, including: Wealthink AI-Innovation Capital Limited (1140.HK), a provider of roadshow platforms and digital Investor Relations
Management solutions, since November 2021 and Chenghe Acquisition Co. (Nasdaq: CHEAU), a company focuses on merger and acquisition of
potential business, since July 2021. Dr. Wang was the Chief Business officer and director of Hong Kong Digital Asset Ex Limited, a company
engages in digital asset investment and trading from April 2019 to March 2025. Dr. Wang obtained his Bachelor’s degree in International
Economics and Trade from Dongbei University of Finance and Economics and his Master’s degree in International Finance and Doctorate
in Finance from PBC School of Finance of Tsinghua University. Dr. Wang has nearly 20 years of experience in international capital markets
and investment banking.
The contents of this Report on Form 6-K are hereby
incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-290696) of the Company, that
was initially filed with the SEC on October 3, 2025, and declared effective by the SEC on December 18, 2025.
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.
Exhibit 10.1
Raytech Holding Limited
Unit 609, 6/F, Nan Fung Commercial Centre
No. 18 Lam Lok Street, Kowloon Bay, Hong Kong
____________, 2026
[NAME OF THE INDEPENDENT DIRECTOR]
[ADDRESS OF THE INDEPENDENT DIRECTOR]
| Re: |
Director Offer Letter |
Dear Mr. ____________,
Raytech Holding Limited, a British Virgin Islands
company limited by shares (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the
“Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your
participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”)
shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree
to provide to the Company.
1. Term.
This Agreement is effective upon your acceptance and signature below. Your term as an independent director shall commence on the effective
date of the prospectus that the Company has filed with the U.S. Securities and Exchange Commission in connection with its initial public
offering and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position
shall be up for re-election at the first annual shareholder’s meeting following the consummation of the Company’s initial
public offering and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.
2. Services.
You shall render services as a member of the Board and/or the Board’s committees set forth on Schedule A attached
hereto and perform the duties as provided in the charter of the Company and/or the charter of such committee (hereinafter your “Duties”).
During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of
which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video
conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic
mail or other forms of correspondence.
3. Compensation.
As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached
hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director, which shall be
paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by
you in connection with the performance of your Duties.
4. 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.
5. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company,
in connection with your services to the Company pursuant to this Agreement, you hereby represent and agree as follows:
a. Definition.
For purposes of this Agreement the term “Confidential Information” means:
i. Any information
or material which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have
commercial value or utility in the business in which the Company is engaged; or
ii. Any information
which is related to the Company or its the business and is generally not known by non-Company personnel.
iii. Confidential
Information includes, without limitation, regardless of the form in which the same is accessed, maintained or stored: the identity of
the Company’s actual and prospective customers and, as applicable, their representatives; prior, current or future research or development
activities of the Company; the products and services provided or offered by the Company to customers or potential customers and the manner
in which such services are performed or to be performed; the product and/or service needs of actual or prospective customers; pricing
and cost information; information concerning the development, engineering, design, specifications, acquisition or disposition of products
and/or services of the Company; research, techniques, know-how, and data; programs, software and source codes; personnel information;
vendor information; agreements; marketing plans and techniques, strategies, forecasts, and other trade secrets.
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include:
i. Any information
which 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;
ii. Information
received from a third party in rightful possession of such information who is not restricted from disclosing such information; and
iii. Information
known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c. Documents.
You agree that, without the express 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 which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation,
as defined in Section 8 herein.
d. Confidentiality.
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 paragraph (d) shall survive termination of this Agreement.
e. Ownership.
You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights,
trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all
inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or
conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively,
“Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at
its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights
assigned.
6. Non-Competition.
You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination
of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder, employee, broker, agent principal,
corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by,
or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly
or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however,
that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time,
one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director,
employee, consultant or otherwise.
7. Non-Solicitation.
So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment
any individual who was an employee of the Company during your tenure.
8. Termination
and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason by a vote of the
shareholders holding at least a majority of the Company’s issued and outstanding shares entitled to vote. Your membership on the
Board or on a Board committee shall be terminated if you have a disability, including any physical or mental impairment which, as reasonably
determined by the Board, renders you unable to perform the essential functions of your position as a member on the Board, even with reasonable
accommodation that does not impose an undue burden on the Company, or are prohibited by law from being so. You may also terminate your
membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of Resignation
by the Company. 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 compensation 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.
9. Governing Law.
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 law of Hong Kong.
10. Dispute Resolution.
Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any
of its terms and provisions shall be submitted to the Hong Kong International Arbitration Center.
11. 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.
12. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’
fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs
and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such
proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence,
amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made
by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or
settlement that you are not entitled to be indemnified by the Company.
13. Not an Employment
Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any employment or
right of employment between you and the Company.
14. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final
all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.
[remainder of page intentionally left blank;
signature page follows]
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
| |
|
|
| |
Raytech Holding Limited |
| |
|
|
| |
By: |
|
| |
Name: |
Tim Hoi Ching |
| |
Title: |
Chief Executive Officer |
| AGREED AND ACCEPTED: |
|
| |
|
| By: |
|
|
| Name: |
|
|
Schedule A
The Director is offered to serve on the following
Board committee(s):
| Committee |
|
Title |
| Audit Committee |
|
|
| Nominating and Corporate Governance Committee |
|
|
| Compensation Committee |
|
|
Schedule B
Compensation
During your term as a member of Board of Directors
of the Company, you will receive annual cash compensation in the amount of $14,400, payable quarterly.
6
