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Happy City Holdings Limited expanded its board by one seat and appointed Mr. Sicheng Liu, age 31, as an independent director effective December 15, 2025. Under an independent director agreement, he will receive the company’s standard compensation for independent directors and serve until death, disqualification, resignation or earlier termination under company documents and applicable law.
Mr. Liu will sit on the audit, compensation and nominating committees, and the board has determined he is independent under Nasdaq rules. He is an experienced human resources professional with roles at Hudson Global Resources, Kaisa Group, Valuable Capital Group and Haitong International Securities, and holds a master’s degree in Chinese Culture and a bachelor’s degree in English.
Happy City Holdings Limited reported that its board of directors increased the size of the board by one seat and appointed Mr. Ho Pan, Kwok, age 36, as an independent director, effective November 15, 2025. Under an independent director agreement, he will serve until his earlier death, disqualification, resignation or termination in line with that agreement, the company’s governing documents and applicable laws, and will receive the company’s standard independent director compensation.
Mr. Kwok will also serve on Happy City’s audit, compensation and nominating committees. The board evaluated his status under Nasdaq rules and determined that he meets the exchange’s independence standards. Mr. Kwok brings experience as an independent director of PS International Group Limited, and prior roles including financial controller and compliance manager at Uzen Securities Limited and accounting positions at several Hong Kong firms. The company states that he has no family relationships with its directors or executive officers and no related-party transactions requiring disclosure.
Happy City Holdings Limited (HCHL) filed a resale prospectus covering up to 6,000,000 Class A ordinary shares to be offered from time to time by the identified Selling Shareholders. The company is not selling shares and will receive no proceeds; Selling Shareholders will receive any sale proceeds.
The filing notes 3,040,000 of these shares are subject to lock-up restrictions and may be sold after the applicable lock-up periods expire. HCHL has a dual‑class structure; Class B shares carry 20 votes per share, and Happy City Group Limited holds approximately 97.13% of aggregate voting power, allowing it to control outcomes of shareholder matters.
HCHL operates Hong Kong hotpot restaurants through wholly owned subsidiaries and highlights risks tied to PRC/Hong Kong regulatory developments, potential HFCAA impacts on trading if PCAOB access changes, and prior going concern language in its audited financials. As of the prospectus date, 7,212,000 Class A and 12,000,000 Class B shares were outstanding. HCHL’s shares trade on Nasdaq as “HCHL”; the Class A closing price was $3.30 on November 10, 2025.
Happy City Holdings Limited filed Amendment No. 1 to its Form F‑1 for the resale of up to 6,000,000 Class A Ordinary Shares by the selling shareholders. The company is not selling any shares and will not receive proceeds from these sales; selling holders may sell at market or in private transactions, and Happy City will cover registration expenses.
Of the registered shares, 3,040,000 are subject to lock‑up restrictions and may be sold after the applicable periods expire. The Class A shares trade on Nasdaq under “HCHL” (closing price US$3.35 on October 7, 2025). As of the date of this prospectus, 7,212,000 Class A and 12,000,000 Class B shares were outstanding. Due to its dual‑class structure (Class B with 20 votes per share), the controlling shareholder holds about 97.13% voting power, and the company is a “controlled company” under Nasdaq rules.
Happy City operates three all‑you‑can‑eat hotpot restaurants in Hong Kong. Revenue was US$4,160,099 with net income of US$284,988 for the six months ended February 28, 2025; FY2024 revenue was US$8,295,084 with net income of US$1,319,697. The auditor expressed substantial doubt about the company’s ability to continue as a going concern, although the company reported positive operating cash flow in recent periods.
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