TOP Financial Group Amends Independent Directors' Pay, Replaces Equity with Cash

What Happened TOP Financial Group Limited filed a Form 8-K on Sept. 29, 2026 reporting amended appointment letters for its three independent non-executive directors — Anthony S. Chan, Mau Chung Ng, and Mei Cai. The amendments, dated Sept. 25, 2026 and effective Oct. 1, 2026, replace the prior equity portion of director compensation with cash. Under the original agreement each director received $50,000 annually ( $30,000 cash + $20,000 in Class A ordinary shares). Under the amended letters each director will receive $50,000 entirely in cash.

Key Details

• Amended appointment letters dated Sept. 25, 2026; effective Oct. 1, 2026.
• Directors affected: Anthony S. Chan, Mau Chung Ng, Mei Cai (independent non-executive directors).
• Compensation change: $20,000 per director per year previously paid in Class A ordinary shares is replaced by $20,000 additional cash; total cash per director becomes $50,000 annually.
• Aggregate impact for the three directors: company cash outlay rises by $60,000 per year and the company has no further obligation to issue Class A ordinary shares to these directors.

Why It Matters This change eliminates future share-based payments to the Independent Directors, reducing potential share dilution for existing shareholders. It also increases the company’s cash compensation expense (an additional $60,000 annually for the three independent directors), which is a straightforward cash-flow effect investors can monitor. The amendment is a contractual change filed on Form 8-K; investors looking for the exact terms can review the amended appointment letters attached to the filing.