HCHL expands board and appoints Ho Pan Kwok to key committees

Rhea-AI Filing Summary

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.

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 November 2025

Commission File Number: 001-42712

HAPPY CITY HOLDINGS LIMITED

(Translation of registrant’s name into English)

30 Cecil Street
#19-08 Prudential Tower
Singapore 

(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 ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Happy City,” “we,” “us” and “our” refer to Happy City Holdings Limited and its subsidiaries. 

Appointment of Directors; Compensatory Arrangements with Directors

On November 14, 2025, the board of directors of the Company (the “Board”) increased the size of the Board by one director, pursuant to amended and restated memorandum and articles of association of the Company, and approved the appointment of Mr. Ho Pan, KWOK, age 36, as a an independent director of the Company, effective November 15, 2025.

Mr. Ho Pan, KWOK accepted the positions. Pursuant to the independent director agreement between Mr. Kwok and the Company, Mr. Kwok hold such office until the director’s earlier death, disqualification, resignation or termination from office in accordance with the director agreement, the amended and restated memorandum and articles of association of the Company, or any applicable laws, rules, or regulations. In connection with his appointment, Mr. Kwok will be entitled to receive the Company’s standard compensation provided to independent directors, pursuant to the independent director agreement between Mr. Kwok and the Company.

Mr. Ho Pan, KWOK will also serve as a member of the audit committee, compensation committee and nominating committee of the Company.

The Board assessed the independence of Mr. Ho Pan, KWOK under the independence standards under the rules of the Nasdaq Stock Market LLC (the “Nasdaq”) and has determined that Mr. Ho Pan, KWOK is independent.

The biography for Mr. Kwok is set forth below:

Mr. Ho Pan, KWOK, aged 36, is an independent director of the Company. Mr. Kwok has been serving as an independent director of PS International Group Limited (Nasdaq: PSIG) since July 2025. He is also serving as a financial controller and compliance manager for Uzen Securities Limited since March 2025, where he managed daily financial operations and ensured adherence to stringent regulatory requirements from regulatory bodies like the Securities and Futures Commission of Hong Kong. He was also the accounting manager of House of Talent Limited, one of the subsidiaries of MasterBeef Group (Nasdaq: MB) from December 2022 to January 2025. Mr. Kwok began his career in various accounting firms including Moore (HK) CPA Limited, Baker Tilly Hong Kong, Linkers CPA Limited and CCT & Partners CPA Limited. Mr. Kwok received his bachelor’s degree from University of Hull in 2014 and the diploma from HKUSPACE Po Leung Kuk Community College in 2013.

Mr. Ho Pan, KWOK does not have a family relationship with any director or executive officer of the Company. He has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. 

The foregoing description of the independent director agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Director Offer Letter attached hereto as Exhibits 10.1, which is incorporated herein by this reference.

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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.

Date: November 17, 2025	Happy City Holdings Limited
	By:	/s/ Suk Yee, Kwan
	Name:	Suk Yee, Kwan
	Title:	Chief Executive Officer and Director

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Director Offer Letter with Mr. Ho Pan, KWOK

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FAQ

What board change did Happy City Holdings Limited (HCHL) announce in this Form 6-K?

Happy City Holdings Limited reported that its board of directors increased the size of the board by one director and appointed Mr. Ho Pan, Kwok as an independent director, effective November 15, 2025.

What roles will Mr. Ho Pan Kwok hold at Happy City Holdings Limited (HCHL)?

Mr. Ho Pan, Kwok will serve as an independent director of Happy City Holdings Limited and will also be a member of the company’s audit committee, compensation committee and nominating committee.

How did Happy City Holdings Limited assess Mr. Kwok’s independence?

The board of Happy City Holdings Limited assessed Mr. Ho Pan, Kwok under the independence standards of the Nasdaq Stock Market LLC and determined that he is an independent director under those rules.

What is Mr. Ho Pan Kwok’s professional background relevant to his role at HCHL?

Mr. Ho Pan, Kwok has served as an independent director of PS International Group Limited (Nasdaq: PSIG) since July 2025 and as a financial controller and compliance manager at Uzen Securities Limited since March 2025. He has prior experience as an accounting manager at House of Talent Limited, a subsidiary of MasterBeef Group (Nasdaq: MB), and earlier roles at several Hong Kong accounting firms.

Does Mr. Ho Pan Kwok have any family or related-party ties with Happy City Holdings Limited?

Happy City Holdings Limited states that Mr. Ho Pan, Kwok has no family relationship with any director or executive officer of the company and that he has not been involved in any transaction with the company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

What are the key terms of Mr. Kwok’s appointment as an independent director of HCHL?

Under the independent director agreement, Mr. Ho Pan, Kwok will hold office until his earlier death, disqualification, resignation or termination in accordance with the agreement, the company’s amended and restated memorandum and articles of association, or applicable laws, and he will receive standard compensation provided to independent directors of Happy City Holdings Limited.