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Agencia Comercial Spirits CFO leaves board, stays on

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Agencia Comercial Spirits Ltd. (AGCC) announced that on August 22, 2026, LIU Shihao resigned as an executive director, effective the same day, while continuing in his role as Chief Financial Officer. The company states his resignation from the board was not due to any disagreement with operations, policies, practices, financial reporting or any other matter.

From the same effective date, the board size is set at six directors, comprising two executive directors (LI Qiang and TSAI Yi-Yang) and four independent directors (John Robert FIORE, LEE Su-Jung, TIAN Yiding and LI Cheuk Hang). All three key board committees—the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee—are composed entirely of these four independent directors, with different independent directors serving as chairpersons.

The board also approved a supplemental employment agreement with Mr. Liu to reflect his cessation as an executive director while confirming the continuation of his CFO role. His basic salary remains at HK$60,000 per month, and other economic terms of his employment are unchanged.

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Effective date of resignation August 22, 2026 Date LIU Shihao resigned as an executive director and continued as CFO
Board size 6 directors Exact number of directors constituting the board after the change, effective August 22, 2026
Executive directors 2 Number of executive directors on the reconstituted board
Independent directors 4 Number of independent directors on the reconstituted board
Basic salary of CFO HK$60,000 per month Existing basic salary of LIU Shihao under the employment agreement, unchanged in the supplement
Form 6-K signature date August 24, 2026 Date the report was signed by Director and Chief Executive Officer Tsai Yi Yang
independent directors regulatory
"comprising two (2) executive directors ... and four (4) independent directors"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
Audit Committee regulatory
"Audit Committee: Consists of Mr. TIAN Yiding, Mr. John Robert FIORE"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee regulatory
"Compensation Committee: Consists of Mr. TIAN Yiding, Mr. John Robert"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Nominating and Corporate Governance Committee regulatory
"Nominating and Corporate Governance Committee: Consists of Mr. TIAN"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
supplemental employment agreement financial
"The Board approved a supplemental employment agreement between the Company"

FAQ

What board change did Agencia Comercial Spirits Ltd. (AGCC) announce on August 22, 2026?

On August 22, 2026, LIU Shihao resigned as an executive director of Agencia Comercial Spirits Ltd., effective the same day. He remains the company’s Chief Financial Officer, and the company states the resignation did not result from any disagreement on operations or financial reporting.

Does LIU Shihao remain CFO of AGCC after resigning as an executive director?

Yes. The board confirmed that LIU Shihao continues as Chief Financial Officer without interruption. His resignation applies only to his role as an executive director and is not treated as a resignation from or termination of his CFO position or employment.

What is the new board composition of AGCC after the August 2026 changes?

Effective August 22, 2026, the board consists of six directors: two executive directors, LI Qiang and TSAI Yi-Yang, and four independent directors, John Robert FIORE, LEE Su-Jung, TIAN Yiding and LI Cheuk Hang.

How are AGCC’s board committees structured after the changes?

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each comprise the four independent directors. LI Cheuk Hang chairs the audit committee, LEE Su-Jung chairs the compensation committee, and John Robert FIORE chairs the nominating and corporate governance committee.

Did LIU Shihao’s compensation change in the new supplemental employment agreement at AGCC?

No. Under the supplemental employment agreement, Mr. Liu’s basic salary remains HK$60,000 per month, and his other economic terms under the existing employment agreement remain unchanged. The amendment mainly reflects his cessation as an executive director and continuation as CFO.

When was the AGCC Form 6-K regarding these board changes signed?

The report was signed on behalf of Agencia Comercial Spirits Ltd. by Tsai Yi Yang, Director and Chief Executive Officer, dated August 24, 2026.

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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 001-42892

 

Agencia Comercial Spirits Ltd

(Exact name of registrant as specified in its charter)

 

No. 65, Ln. 114, Xishi Rd., Xi’an Vil., Fengyuan Dist.

Taichung City 42061, Taiwan (R.O.C.)

(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 ☐

 

 

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

The information disclosed under this Form 6-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

 

Resignation of Executive Director

 

On August 22, 2026, Mr. LIU Shihao (“Mr. Liu”) tendered his resignation as an executive director of Agencia Comercial Spirits Ltd (the “Company”), effective August 22, 2026 (the “Effective Date”). Mr. Liu will continue to serve as the Chief Financial Officer of the Company. Mr. Liu’s resignation as an executive director was not a result of any disagreement with the Company’s operations, policies, practices, financial reporting or any other matter.

 

The board of directors (the “Board”) of the Company would like to express its sincere gratitude to Mr. Liu for his contributions to the Company during his tenure as an executive director.

 

Change in Board Size and Composition

 

Following the resignation described above, the Board resolved that, effective from the Effective Date, the exact number of directors constituting the Board shall be six (6), comprising two (2) executive directors, namely Mr. LI Qiang and Mr. TSAI Yi-Yang, and four (4) independent directors, namely Mr. John Robert FIORE, Ms. LEE Su-Jung, Mr. TIAN Yiding and Mr. LI Cheuk Hang.

 

Following these changes, the composition of the Board committees is as follows:

 

Audit Committee: Consists of Mr. TIAN Yiding, Mr. John Robert FIORE, Mr. LI Cheuk Hang, and Ms. LEE Su-Jung, with Mr. LI Cheuk Hang serving as the chairperson of the audit committee.
   
Compensation Committee: Consists of Mr. TIAN Yiding, Mr. John Robert FIORE, Mr. LI Cheuk Hang, and Ms. LEE Su-Jung, with Ms. LEE Su-Jung serving as the chairperson of the compensation committee.
   
Nominating and Corporate Governance Committee: Consists of Mr. TIAN Yiding, Mr. John Robert FIORE, Mr. LI Cheuk Hang, and Ms. LEE Su-Jung, with Mr. John Robert FIORE serving as the chairperson of the nominating and corporate governance committee.

 

Continuation as Chief Financial Officer

 

The Board confirmed that Mr. Liu shall continue to serve as the Chief Financial Officer of the Company without interruption following the Effective Date. Mr. Liu’s resignation as an executive director shall not constitute or be treated as a resignation from or termination of his position or employment as Chief Financial Officer.

 

Approval of Supplemental Employment Agreement

 

The Board approved a supplemental employment agreement between the Company and Mr. Liu, amending the existing employment agreement to reflect Mr. Liu’s cessation as an executive director and his continuation as Chief Financial Officer. Mr. Liu’s existing basic salary of HK$60,000 per month and his other economic terms under the existing employment agreement shall remain unchanged.

 

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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.

 

  Agencia Comercial Spirits Ltd
     
Date: August 24, 2026 By: /s/ Tsai Yi Yang
  Name: Tsai Yi Yang
  Title: Director and Chief Executive Officer

 

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