STOCK TITAN

Happy City director Yiu Wai Ming to step down Aug. 31

Happy City Holdings Limited (HCHL) reports that on August 25, 2026, its board accepted the resignation of Mr. Yiu Wai Ming as an independent director, effective August 31, 2026.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Happy City Holdings Limited (HCHL) reports that on August 25, 2026, its board accepted the resignation of Mr. Yiu Wai Ming as an independent director, effective August 31, 2026. He is also stepping down as chair of the compensation committee and as a member of the audit and nominating committees on the same date.

The company states that Mr. Yiu resigned due to other professional commitments and not because of any disagreement with the company, its board, or management, and that he confirmed no matters need to be brought to shareholders’ or regulators’ attention. After his departure, the board has five directors, including three independent directors under Nasdaq listing rules, and each of the audit, compensation, and nominating committees continues to comprise three independent directors. Mr. Kwok Ho Pan will become chair of the compensation committee effective August 31, 2026.

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Board resignation acceptance date August 25, 2026 Date the board received and accepted Mr. Yiu Wai Ming’s resignation
Resignation effective date August 31, 2026 Effective date of Mr. Yiu’s resignation and related committee changes
Total directors after resignation 5 directors Board size following Mr. Yiu’s departure
Independent directors after resignation 3 independent directors Number of independent directors under Nasdaq listing rules after the change
Independent directors per committee 3 independent directors Composition of each of the audit, compensation, and nominating committees after the change
Report date August 31, 2026 Date the report was signed by the CEO and Director, Suk Yee, Kwan
independent director regulatory
"his position as an independent director of the Company"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
audit committee regulatory
"a member of each of the audit committee and the nominating committee"
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
"chair of the compensation committee and a member of each of the audit committee"
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 committee regulatory
"a member of each of the audit committee and the nominating committee"
A nominating committee is a small group of company directors tasked with finding, evaluating and recommending people to serve on the board. Think of it as a hiring panel that chooses the team responsible for guiding the business and holding management accountable. Investors care because the committee’s choices shape the board’s experience, independence and judgment, which directly affect strategy, oversight, leadership succession and the protection of shareholder interests.
The Nasdaq Stock Market LLC regulatory
"independent directors under the listing rules of The Nasdaq Stock Market LLC"
The Nasdaq Stock Market LLC is a major U.S. stock exchange that provides the platform and rules for buying and selling shares of public companies, similar to a busy online marketplace where buyers and sellers meet. It matters to investors because it determines where a stock trades, helps set prices through supply and demand, and enforces listing and reporting standards that affect a company’s visibility, liquidity and regulatory oversight.

FAQ

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

Happy City announced that Mr. Yiu Wai Ming resigned as an independent director and as chair or member of key board committees, effective August 31, 2026, citing other professional commitments.

How many directors and independent directors will HCHL have after the resignation?

After the resignation becomes effective, the board will have five directors in total, of whom three are independent directors under the listing rules of The Nasdaq Stock Market LLC.

What happens to HCHL’s audit, compensation, and nominating committees after the change?

Following the resignation, each of the audit committee, compensation committee, and nominating committee will continue to consist of three independent directors, maintaining their independent composition.

Who will chair the compensation committee at HCHL after August 31, 2026?

Mr. Kwok Ho Pan will serve as the chair of the compensation committee, effective August 31, 2026, replacing Mr. Yiu in that role.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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: 001-42712

 

Happy City Holdings Limited

(Translation of registrant’s name into English)

 

30 Cecil Street

#19-08 Prudential Tower

Singapore

(Address of Principal Executive Offices)

 

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

 

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. 

 

Resignation of Mr. Yiu Wai Ming

 

On August 25, 2026, the board of directors of the Company (the “Board”) received and accepted the resignation of Mr. Yiu Wai Ming (“Mr. Yiu”) from his position as an independent director of the Company, and from his positions as the chair of the compensation committee and a member of each of the audit committee and the nominating committee of the Board, in each case effective August 31, 2026. Mr. Yiu resigned due to his other professional commitments and not due to any disagreement or dispute with the Company, the Board or the Company’s management team on any matter relating to the Company’s operations, policies, or practices. Mr. Yiu further confirmed that there are no matters relating to his resignation that need to be brought to the attention of the shareholders of the Company or the regulators.

 

Following Mr. Yiu’s resignation, the Board consists of five directors, three of whom are independent directors under the listing rules of The Nasdaq Stock Market LLC, and the audit committee, the compensation committee and the nominating committee of the Board each continue to consist of three independent directors. Mr. Kwok Ho Pan will serve as the chair of the compensation committee, effective August 31, 2026.

 

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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: August 31, 2026 Happy City Holdings Limited
     
  By: /s/ Suk Yee, Kwan
  Name: Suk Yee, Kwan
  Title: Chief Executive Officer and Director

 

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