Big Tree Cloud Holdings Ltd
For the period ended Jan 9, 2026. Filed Jan 12, 2026.
View on SEC.govAbout this filing
What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.
Jan 9, 2026 · Filed Jan 12, 2026
Use the contents to explore the available documents and sections.
Contents
EX-99.3 · INTERPRETATION
INTERPRETATION
- In these Articles, Table A in the Schedule in the Companies Act does not apply and unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:
| “Articles” | these Articles of Association of the Company as altered or substituted, from time to time; |
|---|---|
| “Board” or “Board of Directors” | the board of Directors for the time being of the Company; |
| “Business Day” | a day (excluding Saturdays or Sundays), on which banks in Cayman Islands, the Mainland of China, the Hong Kong Special Administrative Region and New York are open for general banking business throughout their normal business hours; |
| “Chairman” | the Chairman appointed pursuant to Article 88; |
| “Class” or “Classes” | means any class or classes of Shares as may from time to time be issued by the Company; |
| “Class A Ordinary Share” | means a Class A Ordinary Share of a par value of US$0.002 in the capital of the Company and having the rights provided for in these Articles; |
| “Class B Ordinary Share” | means a Class B Ordinary Share of a par value of US$0.002 in the capital of the Company and having the rights provided for in these Articles; |
| “Commission” | Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| “Companies Act” | the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Act is referred to, the reference is to that provision as amended by any law for the time being in force; |
| “Company” | Big Tree Cloud Holdings Limited, a Cayman Islands company limited by shares; |
| “Company’s Website” | the website of the Company, the address or domain name of which has been notified to Members; |
| “Designated Stock Exchange” | the Nasdaq Stock Market or any other internationally recognized stock exchange where the Company’s securities are traded; |
| “Directors” | the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof; |
| “electronic” | the meaning given to it in the Electronic Transactions Act and any statutory amendment or re-enactment thereof; |
|---|---|
| “electronic communication” | electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; |
| “Electronic Record” | has the same meaning as in the Electronic Transactions Act and any statutory amendment or re-enactment thereof; |
| “Electronic Transactions Act” | the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Electronic Transactions Act is referred to, the reference is to that provision as amended by any law for the time being in force; |
| “in writing” | includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference; |
| “Member” | the meaning given to it in the Companies Act and any statutory amendment or re-enactment thereof; |
| “Memorandum of Association” | the Memorandum of Association of the Company, as amended and re-stated from time to time; |
| “month” | calendar month; |
| “Ordinary Resolution” | a resolution: (a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company; or (b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; |
| “paid up” | paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up; |
| “Permitted Transferee” | A sale, transfer, assignment or disposition of Class B Ordinary Share(s) from the holder to the holder’s immediate family members or his or her family trust(s); |
| “Register of Members” | the register of members to be kept by the Company in accordance with the Companies Act; |
| “seal” | the common seal of the Company (if adopted) including any facsimile thereof; |
| “Securities Act” | the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
| “share” | any share in the capital of the Company and includes a fraction of a share; including a Class A Ordinary Share or a Class B Ordinary Share; All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share; |
| “signed” | includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; |
|---|---|
| “Special Resolution” | the meaning given to it in the Companies Act and includes a unanimous written resolution; |
| “Statutes” | the Companies Act and every other law and regulation of the Cayman Islands for the time being in force concerning companies and affecting the Company; |
| “Treasury Share” | means a share held in the name of the Company as a treasury share in accordance with the Companies Act; |
| “year” | calendar year. |
- In these Articles, save where the context requires otherwise:
(a) words importing the singular number shall include the plural number and vice versa;
(b) words importing the masculine gender only shall include the feminine gender;
(c) words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;
(d) “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
(e) “may” shall be construed as permissive and “shall” shall be construed as imperative;
(f) a reference to a dollar or dollars (or $) is a reference to dollars of the United States;
(g) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;
(h) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(i) the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
(j) headings are inserted for reference only and shall be ignored in construing the Articles;
(k) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
(l) any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;
(m) Sections 8 and 19(3) of the Electronic Transactions Act shall not apply; and
(n) the term “holder” in relation to a share means a person whose name is entered in the Register of Members as the holder of such share.
- Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.