Big Tree Cloud Holdings Ltd 6-K, filed Jan 2, 2026
Big Tree Cloud Holdings Ltd (DSY)
About this 6-K
Big Tree Cloud Holdings Ltd filed this 6-K on January 2, 2026.
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 January 2026
Commission File Number: 001-42114
Big Tree Cloud Holdings Limited
Building B4, Qianhai Shengang Fund Town
Nanshan District, Shenzhen, China 518052
+86 0755 2759-5623
(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 ☐
Resignation of Director
On January 2, 2026, Yumao Huang resigned from his position as a director of the board of directors (the “Board”) of the Company, effective immediately. Mr. Huang indicated that his resignation was not the result of any disagreement with management of the Company or the Board and he had no claims against the Company or its directors, officers, employees, or shareholders.
Appointment of Director and Executive Officer
On the same day, the Board of the Company passed a resolution to appoint Xiaoxuan Zhu as a director to the Board to fill the vacancy resulting from Mr. Huang’s resignation and Co-Chief Executive Officer (“Co-CEO”) of the Company, along with Mr. Wenquan Zhu. Following the appointment, Ms. Zhu is now a director to the Board and Co-CEO of the Company.
In connection with the appointments, on January 2, 2026, the Company entered into a director letter agreement and an employment agreement with Ms. Zhu. The terms of the agreements are consistent with the Company’s standard arrangements for its directors and executive officers. The form of the director agreement and employment agreement are filed as Exhibit 10.1 and 10.2 to this report on Form 6-K.
The following is the biographical information of Ms. Zhu
Xiaoxuan Zhu has a solid foundation in management and legal field. In the year of 2024, Ms. Zhu interned at the Corporate Planning Department of Guangdong Dashuyun Investment Holding Group Co., Ltd., a subsidiary of the Company, supporting corporate planning and corporate social responsibility initiatives. Ms. Zhu holds a Bachelor of Laws in Sociology from Peking University and is pursuing her Master’s degree in Management at The University of Chicago Booth School of Business. We believe Ms. Zhu is well qualified to serve as our director and co-CEO of the Company based on her educational background in the fields of law and corporate management and her work experience in the Company.
Strategic Expansion into AI Sector
The Company is executing a strategic expansion into the Artificial Intelligence (AI) sector. This new business line is designed to capture the growing market demand for AI skills and to foster long-term, sustainable value.
In connection with this expansion, the Company has two key personnel developments. The Company has appointed Mr. Hu Huang as Director of the Technology Department of the AI Ecosystem Division. He will be responsible for strengthening the Company’s AI technical infrastructure and supporting the scaling of AI-driven operations. Mr. Huang has 19 years of extensive experience building technology service systems for leading technology companies, including VIPKID, Alibaba Group(9988.HK), and JD.com (NASDAQ: JD). The Company has also signed a strategic cooperation letter of intent with Mr. Canming Wang, an expert in AI technology. Mr. Wang is a top-ranked competitor on Kaggle, the world’s largest data science community, and his expertise will support the Company’s AI business planning and model development. The Company is actively recruiting additional top talent in the AI field to provide robust support for our business development.
On January 2, 2026, the Company issued a press release. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The contents of this Report on Form 6-K are hereby incorporated by reference into (i) the registration statement on Form S-8 (Registration No. 333-284468) of Big Tree Cloud Holdings Limited (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 24, 2025, and (ii) the Company’s registration statement on Form F-3 (Registration No. 333-289941) of the Company, that was initially filed with the SEC on August 29, 2025, and declared effective by the SEC on September 9, 2025.
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Exhibit
| Exhibit No. | Description | |
| 10.1 | Form of Director Letter Agreement of the Company | |
| 10.2 | Form of Employment Agreement of the Company | |
| 99.1 | Press Release |
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SIGNATURE
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.
| Date: January 2, 2026 | ||
| Big Tree Cloud Holdings Limited | ||
| By: | /s/ Wenquan Zhu | |
| Name: | Wenquan Zhu | |
| Title: | Chairman of the Board of Directors and Co-Chief Executive Officer | |
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Exhibit 10.1
BIG TREE CLOUD HOLDINGS LIMITED
Building B4, Qianhai Shengang Fund Town
Nanshan District, Shenzhen, China 518052
__________, 2026
[Director Name]
[Director Address]
Re: Director Offer Letter
Dear Mr./Ms. [Director Name]:
BIG TREE CLOUD HOLDINGS LIMITED, a Cayman Islands company (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”). We are very impressed with your credentials, and we look forward to your future success in this role.
This letter shall constitute an agreement (“Agreement”) between you and the Company and contains all the terms and conditions relating to the services you are to provide.
| 1. | Term. Subject to the approval of the Board of Directors of the Company, this Agreement shall have an initial term of two (2) years, commencing on the closing date (the “Appointment Date”) of the transaction contemplated by the merger agreement by and among the Company, Big Tree Cloud International Group Limited, Big Tree Cloud Merger Sub I Limited, Big Tree Cloud Merger Sub II Inc., and Guangdong Dashuyun Investment Holding Group Co., Ltd., dated October 9, 2023. Your term as director shall continue subject to the provisions in Section 7 below or until your successor is duly elected and qualified. |
| 2. | Services. You shall render services as a member of the Board in accordance with high professional and ethical standards and in accordance with all applicable laws and rules and regulations pertaining to your performance hereunder. You shall be required to attend all meetings of the Board called from time to time either in-person or by telephone. Should you be elected to serve on a committee of the Board, you shall be required to attend such number of meetings of such committee as required by its members pursuant to the charter of such committee or as may be called from time to time. The services described in this Section 2 shall hereinafter be referred to as your “Duties.” |
| 3. | Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. You agree, however, that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting, or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar duties, consulting, or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company. |
| 4. | Compensation. |
| 4.1. | Cash. Commencing on the Appointment Date, and upon each anniversary thereof that you remain a director, you shall receive cash compensation of $60,000 for each calendar year of service under this Agreement on a pro-rated basis. Notwithstanding the foregoing to the contrary, all fees are subject to approval and/or change as deemed appropriate by the Compensation Committee of the Board. You shall be reimbursed for reasonable expenses documented and incurred by you in connection with the performance of your Duties (including travel expenses for meetings you attend in-person). |
| 4.2. | Equity Grants. Commencing on the Appointment Date, and upon each anniversary thereof that you remain a director (the “Grant Date”), you shall receive such number of the Company’s Class A ordinary as is determined by dividing (i) $20,000 by (ii) the average closing price of the Company’s Class A ordinary shares for the third-day period ending on the Grant Date. |
| 5. | 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. |
| 6. | Confidential Information; Non-Disclosure. In consideration of your access to the premises of the Company and/or you access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows: |
| 6.1. | Definition. For purposes of this Agreement, the term “Confidential Information” means: |
| a. | Any information that the Company possesses that has been created, discovered, or developed by or for the Company, and that has or could have commercial value or utility in the business in which the Company is engaged; or |
| b. | Any information that is related to the business of the Company and is generally not known by non-Company personnel. |
| c. | By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics, and agreements. |
| 6.2. | Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: |
| a. | Any information that 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; |
| b. | Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and |
| c. | Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented. |
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| 6.3. | Documents. You agree that, without the express prior 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 that in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company. In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or resignation, as provided in Section 7 herein. |
| 6.4. | No Disclosure. 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 Section 6.4 shall survive termination of this Agreement. |
| 6.5. | Price Sensitive Information. You acknowledge that in the course of carrying out the services pursuant to this Agreement you may receive Confidential Information, including “price sensitive information” affecting the Company. Any disclosure, communication, use or misuse of price sensitive information may have very serious implications for the Company and/or you, including possible criminal prosecution and possible civil actions against you. You acknowledge that the Company has the right to terminate this Agreement without notice if you disclose, communicate, use or misuse price sensitive information without the prior written consent of the Board except to the extent that you are required by law to disclose, communicate or use it. |
| 7. | Termination and Resignation. Your membership on the Company’s Board may be terminated for any or no reason or you may also terminate your membership on the Board for any or no reason except as provided in the Company’s Memorandum and Articles of Association, as amended from time to time. 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 cash compensation (or equivalent value in ordinary shares of the Company), if application, 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. |
| 8. | Independent Contractor. You understand, acknowledge and agree that your relationship with the Company is that of an independent contractor and nothing in this Agreement is intended to or should be construed to create a relationship other than that of independent contractor. Nothing in this Agreement shall be construed as a contract of employment/engagement between you and the Company or as a commitment on the part of the Company to retain you in any capacity, for any period of time or under any specific terms or conditions, or to continue your service to the Company beyond any period. |
| 9. | Governing Law; Resolution of Disputes. 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 laws of New York applicable to agreements made. In the event the parties are unable to settle a dispute between them regarding this Agreement, such dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Administered Arbitration Rules of HKIAC then in effect. The arbitration tribunal shall consist of three arbitrators to be appointed by Hong Kong International Arbitration Centre. The language of the arbitration shall be English. |
| 10. | 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. |
[SIGNATURE PAGE TO FOLLOW]
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This Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | |||
BIG TREE CLOUD HOLDINGS LIMITED | |||
| By: | |||
| Name: | |||
| Title: | |||
Agreed to and accepted:
| By: | ||
| [Director Name] |
Exhibit 10.2
FORM OF EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Big Tree Cloud Holdings Limited, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).
WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;
NOW, THEREFORE, the parties hereby agree as follows:
Article
1
EMPLOYMENT, DUTIES AND RESPONSIBILITIES
Section 1.01. Employment. The Executive shall serve as the [TITLE] of the Company. The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the Company.
Section 1.02. Duties and Responsibilities. Subject to the supervision of and direction by the Board of Directors of the Company, the Executive shall perform such duties as are similar in nature to those duties and services customarily associated with the positions set forth above.
Section 1.03. Base of Operation. The Executive’s principal base of operation for the performance of his duties and responsibilities under this Agreement shall be the offices of the Company in Shenzhen, the People’s Republic of China (“PRC”), and at such other places as shall from time to time be reasonably necessary to fulfill the Executive’s obligations hereunder.
Article
2
TERM
Section 2.01. Term. (a) The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for a period of three (3) years from the Effective Date. The Term and this Agreement will be renewed automatically thereafter for successive one-year terms unless a one-month notice of non-renewal is given by one party to the other.
(b) The Executive represents and warrants to the Company that neither the execution and delivery of this Agreement nor the performance of the Executive’s duties hereunder violates or will violate the provisions of any other agreement to which the Executive is a party or by which the Executive is bound.
Article
3
COMPENSATION AND EXPENSES
Section 3.01. Salary And Benefits. The Executive’s salary and benefits shall be determined by the Company and shall be specified in a separate agreement between the Executive and the Company’s designated subsidiary or affiliated entity. Unless otherwise provided in such separate agreement, the Executive’s salary and benefits are subject to annual review and adjustment by the Company.
Section 3.02. Expenses. The Company will reimburse the Executive for reasonable documented business-related expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder during the Term, subject, however, to the Company’s policies relating to business-related expenses as in effect from time to time during the Term.
Section 3.03. Share Incentive Plan. The Executive shall be entitled to participate during the Term in the 2020 Share Incentive Plan of the Company, and any successors thereto, subject to the terms and provisions of such plans and the execution of the award agreements between the Company and the Executive.
Section 3.04. Payer of Compensation. All compensation, salary, benefits and remuneration in this Agreement may be paid by the Company or any of its subsidiaries or affiliated entities, as decided by the Company in its sole discretion.
Article
4
EXCLUSIVITY, ETC.
Section 4.01. Exclusivity. The Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. The Executive agrees to devote substantially all of his working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. The Executive agrees that all of his activities as an employee of the Company shall be in conformity with all present and future policies, rules and regulations and directions of the Company not inconsistent with this Agreement.
Section 4.02. Intellectual Property. The Executive agrees that Intellectual Property under this Agreement is the sole and exclusive property of the Company and further agrees to assign to the Company the ownership of all right, title and interest in Intellectual Property, including any Intellectual Property conceived, created, and otherwise obtained by the Executive (i) during the term of this Agreement relating to the work he performs within the scope of such Executive’s employment with the Company, (ii) within twelve (12) months after the Executive retires or ends employment with the Company under the circumstances that such Intellectual Property relates to such Executive’s employment scope with the Company, and (iii) by using the resources of the Company during the term of this Agreement. During the Executive’s employment with the Company and within twelve (12) months after his employment with the Company terminates, the Executive has the obligation to inform the Company of any Intellectual Property within ten days of its creation and the Executive has the obligation to assist the Company in its patent, copyright or trademark application related to the Intellectual Property.
“Intellectual Property” under this Section 4.02 means any and all intellectual property in any form or stage of development, including but not limited to any idea, concept, design, invention, method, process, system, model, software, know-how and any other subject matter, material or information that qualifies and/or is considered by the Company to qualify for patent, copyright, trademark, trade secret, or any other protection under the laws of PRC or Cayman Islands providing or creating intellectual property rights.
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Section 4.03. Non-Competition and Confidentiality.
(a) Non-compete. During the Executive’s employment with the Company and for twenty-four (24) months after his employment with the Company terminates for any reason, the Executive will not (i) directly or indirectly engage in (whether as an officer, principal, agent, director, employee, partner, affiliate, consultant or other participant), or hold an equity interest of 5% or more in, any business or activity that is in competition with the Company, its subsidiaries or affiliated entities (the “Group”), (ii) solicit, encourage or assist other employees of the Company to seek employment with any business or organization in competition with the Group, or (iii) engage in other activities that may cause conflicts with the interests of the Company during the term of the employment agreement.
(b) Confidentiality. Throughout the course of the Executive’s employment with the Company and thereafter, the Executive shall keep in strict confidence all non-public information relating to the business, financial condition and other aspects of the Company, including but not limited to trade secrets, business methods, products, processes, procedures, development or experimental projects, plans, service providers, customers and users, intellectual property, information technology and any other information which is material to the Company’s business operations, and except as authorized by the Company in writing, may not disclose or provide to any person, firm, corporation or entity such non-public information, and may not use such non-public information for any purpose other than to fulfill his responsibilities as the [TITLE] in the best interest of the Company. The Executive shall also comply with the Company’s corporate policies and any other agreements on confidentiality that the Executive may enter into with the Company or any of its subsidiaries or affiliated entities. This provision and such other confidentiality policies and agreements are hereinafter collectively referred to as the “Confidentiality Terms.”
Article
5
TERMINATION AND INDEMNIFICATION
Section 5.01. Termination by Company. The Company shall have the right to terminate the Executive’s employment at any time with or without “Cause” by giving a one-month advance notice in writing pursuant to the terms hereof. For purposes of this Agreement, “Cause” shall mean: (i) the Executive’s willful and continued failure to substantially perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), (ii) dishonesty in the performance of the Executive’s duties hereunder, (iii) an act or acts on the Executive’s part constituting a felony under the laws of the PRC or of the United States or any state thereof, (iv) any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, or (v) the Executive’s breach of the non-compete and confidentiality clause hereof. For purposes of this Subsection, no act or failure to act, on the part of the Executive shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the act or omission of the Executive was in the best interest of the Company.
Section 5.02. Termination by The Executive. The Executive shall have the right to terminate this Agreement at any time by giving a one-month advance notice in writing pursuant to the terms hereof.
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Section 5.03. Death. In the event the Executive passes away during the Term, this Agreement shall automatically terminate, such termination to be effective on the date of the Executive’s death.
Section 5.04. Disability. In the event that the Executive shall suffer a disability which shall have prevented him or her from performing satisfactorily his obligations hereunder for a period of at least 120 consecutive days, the Company shall have the right to terminate this Agreement, such termination to be effective upon the giving of notice thereof to the Executive in accordance with Section 6.02 hereof.
Section 5.05. Effect of Termination. (a) In the event of termination of the Executive’s employment, whether before or after the Term, by either party for any reason, or by reason of the Executive’s death or disability, the Company shall pay to the Executive (or his beneficiary in the event of his death) any base salary or other compensation earned but not paid to the Executive prior to the effective date of such termination. All other benefits due the Executive following his termination of employment shall be determined in accordance with the plans, policies and practices of the Company. (b) In the event of termination of the Executive’s employment by the Company other than for Cause, the Company shall pay to the Executive any additional amount as provided by applicable law.
Article
6
MISCELLANEOUS
Section 6.01. Benefit Assignment; Assignment; Beneficiary. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him or her hereunder if the Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s estate.
Section 6.02. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, national overnight courier, or email. In the case of the Company, to the office or email account of the Human Resource Department; and in the case of the Executive, to the address or email account appearing on the employment records of the Company, from time to time. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given.
Section 6.03. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of the Executive’s employment during the Term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.
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Section 6.04. Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.
Section 6.05. Headings. The article and section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
Section 6.06. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of Hong Kong, without reference to the principles of conflict of laws.
Section 6.07. Agreement To Take Actions. Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his, her or its obligations under this Agreement or to effectuate the purposes hereof.
Section 6.08. Arbitration. 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 arbitration in Hong Kong, in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in effect, and the arbitration determination resulting from any such submission shall be final and binding upon the parties hereto. The arbitrator shall have no authority to award reasonable attorney’s fees to any party in any dispute subject to this Section 6.08. Judgment upon any arbitration award may be entered in any court of competent jurisdiction.
Section 6.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
Section 6.10. Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect.
Section 6.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Section 6.12. Corporate Authorization. The Company hereby represents that the execution, delivery and performance by the Company of this Agreement are within the corporate powers of the Company, and that the Chairman of its Board of Directors has the requisite authority to bind the Company hereby.
Section 6.13. Withholding. All payments to the Executive hereunder shall be subject to withholding to the extent required by applicable law.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first above written.
| Big Tree Cloud Holdings Limited | |||
| By: | |||
| Name: | |||
| Title: | Chief Executive Officer | ||
| EXECUTIVE | ||
| Name: | ||
| Title: | ||
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Exhibit 99.1
Big Tree Cloud Holdings Limited Announces AI Business Expansion, Key Management Appointments and Changes
SHENZHEN, China, Jan. 2, 2026 /PRNewswire/ -- Big Tree Cloud Holdings Limited (the “Company”, or “Big Tree Cloud”) (NASDAQ: DSY) today announced its expansion into new AI business lines and the appointment of key talents to support its long-term growth strategy.
Due to business adjustments, the Company has decided to restructure the relevant teams. Mr. Yumao Huang has stepped down from the Board of Directors (the “Board”). Mr. Huang has served as a director of the Company since March 2024. His resignation is not a result of any disagreement with management of the Company or the Board, and there is no matter relating to his resignation that needs to be brought to the attention of the Company’s shareholders.
Ms. Xiaoxuan Zhu will serve as a director to the Board and Co-Chief Executive Officer of the Company, along with Mr. Wenquan Zhu. Ms. Zhu holds a Bachelor of Laws in Sociology from Peking University and is pursuing her Master’s degree in Management at The University of Chicago Booth School of Business. She previously interned at the Corporate Planning Department of Guangdong Dashuyun Investment Holding Group Co., Ltd., a subsidiary of the Company, supporting corporate planning and corporate social responsibility initiatives. Ms. Zhu will focus on the Company’s overall strategic planning, AI-related project planning and execution, talent architecture design, and cross-functional coordination to build a scalable, technology-driven business operations system.
Mr. Hu Huang will serve as Director of the Technology Department of the AI Ecosystem Division, where he will be responsible for strengthening the Company’s AI technical infrastructure and supporting the scaling of AI-driven operations. Mr. Huang has 19 years of extensive experience in building technology service systems for leading technology companies and has previously held key positions at VIPKID, Alibaba Group (9988.HK), and JD.com (NASDAQ: JD).
The Company has signed a strategic cooperation letter of intent with Mr. Canming Wang, an expert in AI technology, as part of its AI business planning. Mr. Wang is ranked among the top 50 competitors globally on Kaggle, the world’s largest data science community and AI model competition platform. He has achieved an outstanding record of 7 gold medals, 39 silver medals, and 18 bronze medals, demonstrating strong technical depth in data science and artificial intelligence.
Mr. Wenquan Zhu, Chairman of the Board and Co-Chief Executive Officer of the Company, stated: “Driven by deep insights into technological trends and the future of the industry, we are actively expanding our AI business. Our aim is to seize opportunities in the next wave of technological and industrial transformation, achieving long-term, sustainable value creation. To this end, we will focus on operational optimization, strategic execution, and prudent capital allocation. We are also actively recruiting top talent in the AI field to provide robust support for our business development.”
About Big Tree Cloud
Founded in 2020, Big Tree Cloud is positioned as an international capital platform focused on industrial integration and strategic investment in China’s personal care industry. The Company is committed to empowering industries through capital operations. Currently, Big Tree Cloud is accelerating its expansion into the AI sector. This new business line aims to capture the growing market demand for AI skills, injecting fresh momentum into the Company’s development.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. These statements involve risks and uncertainties and relate to, among other things, the Company’s future business development, growth strategies, and operational plans. Actual results may differ materially from those expressed or implied in such forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
Investor Relations Contact
Ting Yan
Phone: +86 15986815865
Email: yanting@bigtreeclouds.com