STOCK TITAN

Raytech (RAY) loses CFO and audit chair, installs new leaders

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Raytech Holding Ltd (symbol RAY) reports several leadership changes effective August 15, 2026. Director and Audit Committee Chair Shihua Li resigned from the board and its key committees, and Chief Financial Officer Yee Hing Wan also resigned. Both stated their departures did not arise from disagreements with the company and confirmed they have no claims beyond accrued rights.

The board appointed Dr. Gen Zhao as an independent director and new Audit Committee Chair, and as a member of the Compensation and Nominating and Corporate Governance Committees. The board determined that Dr. Zhao meets Nasdaq independence standards and qualifies as an “audit committee financial expert.” Raytech entered into a director offer letter with Dr. Zhao providing US$14,400 in annual cash compensation, plus an indemnification agreement.

Simultaneously, the board appointed Mr. Songbin Yang as Chief Financial Officer. Under his employment agreement, Mr. Yang receives a US$72,000 annual base salary, an eligibility for discretionary/performance-based bonus, benefits, and indemnification. The company discloses professional ties between Dr. Zhao and Mr. Yang and entities related to major shareholders, and states the board considered these relationships in its independence assessment. The report is incorporated by reference into Raytech’s effective Form F-3 shelf registration.

Positive

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Negative

  • None.
Effective date of resignations and appointments August 15, 2026 Date when Mr. Li and Ms. Wan resigned and Dr. Zhao and Mr. Yang were appointed
Director annual cash compensation US$14,400 Annual cash compensation for Dr. Gen Zhao as director, payable quarterly in arrears
CFO annual base salary US$72,000 Annual base salary for Chief Financial Officer Mr. Songbin Yang
Dr. Zhao age 45 Age of newly appointed independent director and Audit Committee Chair Gen Zhao
Mr. Yang age 50 Age of newly appointed Chief Financial Officer Songbin Yang
Form F-3 registration number 333-290696 Registration statement into which this Form 6-K is incorporated by reference
Dr. Zhao CFO tenure at Trenda Group Holdings Limited From March 2026 Start of Dr. Zhao’s role as chief financial officer at Trenda Group Holdings Limited
independent director regulatory
"the Board appointed Dr. Gen Zhao as an independent director of the Board"
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 such term is defined"
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 Listing Rules regulatory
"satisfies the applicable independence requirements under the Nasdaq Listing Rules"
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.
indemnification agreement regulatory
"the Company entered into an indemnification agreement with Dr. Zhao"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Form F-3 regulatory
"incorporated by reference into the Company’s registration statement on Form F-3"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

FAQ

What leadership changes did Raytech Holding Ltd (RAY) announce on August 15, 2026?

Raytech announced that Director Shihua Li and Chief Financial Officer Yee Hing Wan resigned effective August 15, 2026. The board simultaneously appointed Dr. Gen Zhao as independent director and Audit Committee Chair and Mr. Songbin Yang as the new Chief Financial Officer.

Did the resignations at Raytech Holding Ltd (RAY) involve any disagreements with the company?

The company states that Mr. Li and Ms. Wan each confirmed their resignations were not due to any disagreement with Raytech, its management, or the board, and that they have no claims against the company beyond accrued compensation and rights under agreements or law.

What are the compensation terms for the new independent director of Raytech Holding Ltd (RAY)?

Under a director offer letter, Dr. Gen Zhao receives annual cash compensation of US$14,400, payable quarterly in arrears. In addition, Raytech entered into an indemnification agreement with Dr. Zhao in connection with his board and committee service.

What are the employment terms for the new CFO of Raytech Holding Ltd (RAY)?

Raytech’s employment agreement with CFO Songbin Yang provides an annual base salary of US$72,000, eligibility for an annual discretionary/performance-based bonus and other benefits, an indefinite term starting August 15, 2026, and an indemnification agreement.

Is the new Raytech (RAY) director considered independent under Nasdaq rules?

The board determined that Dr. Gen Zhao satisfies independence requirements under the Nasdaq Listing Rules and Rule 10A-3. It also found him financially literate and qualifying as an “audit committee financial expert” under Item 16A of Form 20-F.

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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 August 2026

 

Commission File Number: 001-42100

 

RAYTECH HOLDING LIMITED

(Exact name of registrant as specified in its charter)

 

Unit 609, 6/F, Nan Fung Commercial Centre,

No.19 Lam Lok Street, Kowloon Bay, Hong Kong

(Address of Principal Executive Office)

 

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 and Officer

 

On August 15, 2026, Mr. Shihua Li resigned as a director of the board of directors (the “Board”) of Raytech Holding Limited (the “Company”), effective immediately. In connection with Mr. Li’s resignation, he also ceased to serve as the Chairperson of the Audit Committee, as well as a member of each of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

 

On the same date, Ms. Yee Hing Wan resigned as the Chief Financial Officer of the Company, effective immediately.

 

Mr. Li and Ms. Wan each confirmed that his/her resignation was not the result of any disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices and he/she had no claims against the Company or its directors, officers, employees or shareholders, other than any accrued compensation or other rights under any applicable agreement or applicable law.

 

Appointment of Director, Committee Members, and Officer

 

On August 15, 2026, the Board appointed Dr. Gen Zhao as an independent director of the Board to fill the vacancy resulting from Mr. Li’s resignation. Following the appointment, Dr. Zhao serves as an independent director of the Board, as well as the Chairperson of the Audit Committee and a member of each of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

 

Dr. Zhao serves as chief financial officer of Trenda Group Holdings Limited, whose ultimate beneficial owner is Mr. Zhiwei Liu, a shareholder of the Company and the father of Mr. Haoyuan Liu, the Company’s chairman of the Board. The Board considered this relationships in determining that Dr. Zhao satisfies the applicable independence requirements and has determined that Dr. Zhao satisfies the applicable independence requirements under the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Neither Mr. Zhiwei Liu nor Mr. Haoyuan Liu participated in Dr. Zhao’s selection other than in Mr. Haoyuan Liu’s capacity as a member of the board, and the foregoing relationship did not form the basis for Dr. Zhao’s selection. There is no arrangement or understanding between Dr. Zhao and any other person pursuant to which Dr. Zhao was selected as a director of the Company. The Board has also determined that Dr. Zhao is financially literate for purposes of the Nasdaq Listing Rules and qualifies as an “audit committee financial expert” as such term is defined in Item 16A of Form 20-F. There is no arrangement or understanding between Dr. Zhao and any other person pursuant to which he was selected as a director of the Company, and Dr. Zhao has no family relationship with any director or executive officer of the Company. During the Company’s preceding three financial years and through the date of this report, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Dr. Zhao had or will have a direct or indirect material interest that would be required to be disclosed pursuant to Item 7.B of Form 20-F.

 

In connection with Dr. Zhao’s appointment, the Company entered into a director offer letter with Dr. Zhao, pursuant to which Dr. Zhao is entitled to receive annual cash compensation of US$14,400, payable quarterly in arrears. In addition, the Company entered into an indemnification agreement with Dr. Zhao.

 

On the same date, the Board appointed Mr. Songbin Yang as the Chief Financial Officer of the Company, effective immediately.

 

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In connection with his appointment, the Company entered into an employment agreement with Mr. Yang, pursuant to which he will receive an annual base salary of US$72,000 and will be eligible to receive an annual discretionary/performance-based bonus and other benefits based on the review by the Board. The employment agreement has indefinite term commencing on August 15, 2026 and may be terminated by either party in accordance with its terms. In addition, the Company entered into an indemnification agreement with Mr. Yang.

 

Mr. Yang currently is the consultant of GoFintech Quantum Innovation Limited (0290.HK) (“GoFintech”), which is the parent company of one of the Company’s largest shareholders, Fortune Genesis Holdings Limited. From January 2026 to July 2026, Mr. Yang served as the chief financial officer of GoFintech. From September 2024 to January 2026, Mr. Yang served as an independent non-executive director of HK.AI Capital Limited (HKEX: 1140) (“HK.AI”), which is the parent company of another largest shareholder of the Company, WK Frater Holdings Limited, where Dr. Shibin Wang, an independent non-executive director of the Company, has also served as an independent non-executive director since November 2021. Other than the foregoing professional relationships, there is no arrangement or understanding between Mr. Yang and any other person pursuant to which he was selected as an officer of the Company. Mr. Yang has no family relationship with any director or executive officer of the Company.

 

The foregoing descriptions of the director offer letter and indemnification agreement with Dr. Zhao and the employment agreement and indemnification agreement with Mr. Yang do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this report on Form 6-K and are incorporated herein by reference.

 

The following is the biographical information of Dr. Zhao and Mr. Yang:

 

Dr. Gen Zhao, age 45, has served as the chief financial officer of Trenda Group Holdings Limited, an investment company, since March 2026. From March 2018 to March 2026, Dr. Zhao served as the Deputy General Manager and Chief Financial Officer of Tongchuangjiuding Investment Management Group Co., Ltd. (NEEQ: 430719), an investment management and private equity investment group. Currently, Dr. Zhao also serves as a director of Yibin Bank. Dr. Zhao received his bachelor’s degree in mathematics from Central China Normal University and his Ph.D. in financial management from Southwestern University of Finance and Economics.

 

Mr. Songbin Yang, age 50, has been the consultant of GoFintech, a financial technology and investment company, since August 2026. From January 2026 to July 2026, Mr. Yang served as the Chief Financial Officer of GoFintech. From September 2024 to January 2026, Mr. Yang served as an independent non-executive director of HK.AI, an investment holding company. Mr. Yang received his bachelor’s degree in auditing from Harbin University of Science and Technology and his Executive Master of Business Administration degree from the Guanghua School of Management of Peking University. Mr. Yang is a Certified Internal Auditor and a member of the Institute of Public Accountants in Australia and an international member of the Hong Kong Institute of Certified Public Accountants.

 

Incorporation by Reference

 

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.

 

Exhibits

 

Exhibit No.   Description
10.1   Form of Director Offer Letter
10.2   Form of Indemnification Agreement
10.3   Form of Employment Agreement

 

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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.

 

  Raytech Holding Limited
     
Date: August 19, 2026 By: /s/ Haoyuan Liu
  Name:  Haoyuan Liu
  Title: Chairman of the Board

 

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Filing Exhibits & Attachments

3 documents