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Raytech Holding Limited reports that directors Chun Yin Ling and Wan Venus Li resigned from the board, with Ms. Li also leaving the Audit, Compensation, and Nominating and Corporate Governance Committees. Both stated their resignations were not due to any disagreement with management or the board and that they have no claims against the company or its stakeholders.
The board appointed Tianfu Yuan as a director to replace Mr. Ling and Shibin Wang as an independent director to replace Ms. Li. Dr. Wang also joins the Audit and Compensation Committees and becomes Chairperson of the Nominating and Corporate Governance Committee, and the company believes he qualifies as an independent director under Nasdaq and SEC rules. Raytech entered into offer letters and indemnity agreements with Mr. Yuan and Dr. Wang, under which Dr. Wang will receive annual cash compensation of $14,400, payable quarterly, while Mr. Yuan will not be compensated. The 6-K is incorporated by reference into Raytech’s effective Form F-3 registration statement.
Raytech Holding Limited filed Amendment No. 2 to its Form F-3 shelf registration statement, which is described as being filed solely to add new exhibits and update the exhibit index. The amendment adds legal opinions on the validity of the ordinary shares, warrants, rights and units being registered, along with consents from the company’s auditors and counsel, while leaving the previously filed prospectus and all other parts of the registration statement unchanged.
The document also outlines how British Virgin Islands law permits broad indemnification of directors and officers in Raytech’s constitutional documents, subject to good-faith and public-policy limits, and notes the SEC’s view that indemnification for Securities Act liabilities is unenforceable. In addition, Raytech includes the standard Form F-3 undertakings regarding post-effective amendments, incorporation by reference and the treatment of future prospectuses and annual reports as new offerings.
Raytech Holding Limited announced a 16-for-1 reverse stock split of its ordinary shares, effective on the Nasdaq Capital Market at the open on November 7, 2025. Every sixteen issued and unissued ordinary shares at par value US$0.00000625 will be consolidated into one ordinary share at par value US$0.0001, with fractional shares rounded up to the nearest whole share.
As a result, authorized share capital will change from 8,000,000,000 ordinary shares at par US$0.00000625 to 500,000,000 ordinary shares at par US$0.0001. Each shareholder’s percentage ownership and proportional voting power remain the same, subject to fractional share adjustments. The shares will continue trading under the symbol RAY, with a new CUSIP G7385S119 effective on the same date.
Raytech Holding Limited received a Nasdaq notice that its ordinary shares failed the Minimum Bid Price Rule after trading below $1.00 for 30 consecutive business days. The shares continue to trade on Nasdaq under “RAY.”
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, until April 13, 2026, to regain compliance. Compliance will be restored if the closing bid price reaches at least $1.00 for a minimum of 10 consecutive business days during this period.
If compliance is not achieved by April 13, 2026, the Company may qualify for an additional 180-day grace period by meeting all other initial listing standards for the Nasdaq Capital Market (except the bid price) and by notifying Nasdaq of its plan to cure the deficiency, which may include a reverse stock split.
The filing amends a prior Schedule 13G to report that Tim Hoi Ching, the CEO, Chairman and a director of Raytech Holding Limited, sold 4,971,158 ordinary shares in open-market transactions on August 27-28, 2025. After these sales he reports beneficial ownership of 7,828,842 ordinary shares, representing 18.0% of the 43,598,083 shares outstanding. The stated reason for the sales was personal portfolio rebalancing and to generate additional cash flow. No related contracts, arrangements, or legal proceedings are disclosed and the sales were made for purchasers with personal funds.
Raytech Holding Limited submitted an amended Form 144 (144/A) reporting an intended sale of 5,957,725 ordinary shares on Nasdaq through Huatai Financial Holdings (Hong Kong) Limited with an aggregate market value of $15,609,239.50. The proposed block represents approximately 13.7% of the company's 43,598,083 shares outstanding and is listed with an approximate sale date of 07/30/2025. The securities were acquired on 06/24/2022 in a share issuance of 12,800,000 shares from Raytech Holding Limited and were paid in cash. The filing reports nothing to report for securities sold in the past three months. The filer also certifies they are not aware of any undisclosed material adverse information; this submission is an amendment to a prior Form 144.
Raytech Holding Limited submitted a Form 144/A reporting a proposed sale of 800,000 ordinary shares through Huatai Financial Holdings (Hong Kong) Limited as broker. The filing lists an aggregate market value of $2,208,000 and indicates 43,598,083 shares outstanding, with an approximate sale date of 08/05/2025. The shares were acquired on 09/08/2022 by private transfer from Raytech Holding Limited and were paid for in cash.
The filing states there were no securities sold by the filer in the past three months and includes the seller's representation that they do not possess undisclosed material adverse information about the issuer. The notice follows Rule 144 disclosure procedures and records the broker, acquisition details, and the seller's certification.
Rule 144 notice: the filer plans to sell 800,000 ordinary shares on the Nasdaq Capital Market via Everbright Securities Investment Services (HK) Limited. The shares carry an aggregate market value of $2.208 million and account for roughly 1.8 % of the 43,598,083 shares outstanding. The anticipated sale date is 08/05/2025.
The securities were originally acquired for cash in a private transfer on 09/08/2022. No other sales have been reported by the seller during the past three months. By signing Form 144, the seller certifies that no material non-public adverse information exists and affirms compliance with Rule 10b5-1, if applicable.
Raytech Holding Ltd. (RAY) – Form 144 notice
An unidentified insider plans to dispose of up to 5,957,725 ordinary shares through Everbright Securities Investment Services (HK) Ltd. on Nasdaq around 30 Jul 2025. The block equals roughly 13.7 % of the 43,598,083 shares outstanding and carries an aggregate market value of US$15.6 million. The shares were originally issued for cash on 24 Jun 2022. The filer reports no other sales in the past three months and certifies that no non-public adverse information is known. No operational or earnings data accompanies the filing; the document solely signals a potential supply overhang for RAY shares.
Raytech Holding Ltd. (RAY) files its inaugural Form 20-F as a BVI holding company whose sole operating subsidiary, Pure Beauty, designs and sources beauty-related small appliances in Hong Kong. The filing discloses 43.6 million ordinary shares outstanding and confirms Nasdaq listing under ticker RAY.
Key business risks dominate the report: (1) Severe customer concentration—Koizumi Seiki (Japan) and a U.S. distributor supplied 93.5 % of FY-25 revenue (64.0 % and 29.5 %, respectively). (2) Supplier dependence—manufacturing is outsourced to two Zhongshan, PRC factories; Zhongshan Raytech, controlled by the CEO, represented 88 % of total purchases. (3) Geopolitical & regulatory exposure stemming from Hong Kong location, PRC oversight, U.S. HFCAA/PCAOB issues and potential outbound-investment restrictions. (4) Internal-control weaknesses (limited staff, insufficient U.S. GAAP expertise) were identified in the FY-25 audit. (5) The company currently holds no registered trademarks and licenses key marks from its CEO.
Additional concerns include lack of dividend plan, emerging-growth status, absence of cybersecurity insurance, seasonal revenue swings and exposure to macro shocks. No detailed financial statements, revenue totals or guidance are provided in the excerpt; investors therefore cannot assess profitability, cash flow or balance-sheet strength from this section alone.