STOCK TITAN

Happy City Holdings (HCHL) independent director and committee chair resigns

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Happy City Holdings Limited reports that on July 27, 2026, its board accepted the resignation of Mr. Ho Wai Alan, Chung as an independent director, effective July 31, 2026. He is also stepping down as chair of the nominating committee and as a member of the audit and compensation committees to pursue other professional business, and stated his resignation does not involve any disagreement with the company or its management.

After his departure, the board will have six directors, including four independent directors under Nasdaq rules. Each of the audit, compensation and nominating committees will continue to consist of four independent directors, and Mr. Liu Sicheng will become chair of the nominating committee effective July 31, 2026.

Positive

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Resignation effective date July 31, 2026 Effective date of Mr. Chung’s resignation from the board and committees
Board size after resignation 6 directors Total number of directors on the board following Mr. Chung’s resignation
Independent directors on board 4 independent directors Number of independent directors under Nasdaq rules after the resignation
Committee composition 4 independent directors each Audit, compensation and nominating committees each consist of four independent directors
independent director regulatory
"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 compensation 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
"a member of each of the audit committee and the compensation 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
"chair of the nominating committee and a member of each of the audit 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.

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

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FAQ

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

Happy City Holdings disclosed that Mr. Ho Wai Alan, Chung resigned as an independent director, effective July 31, 2026. He is also leaving his roles on the audit, compensation and nominating committees.

Why did Mr. Ho Wai Alan, Chung resign from Happy City Holdings (HCHL)?

Mr. Ho Wai Alan, Chung resigned to pursue other professional business. The company states his resignation was not due to any disagreement with the company, its board, or management on operations, policies or practices.

How will the Happy City Holdings (HCHL) board look after the resignation?

Following the resignation, the board will consist of six directors, including four independent directors under Nasdaq listing rules. This maintains a majority of independent oversight at the board level.

What happens to Happy City Holdings (HCHL) board committees after the resignation?

The audit, compensation and nominating committees will each continue to have four independent directors. Governance structure and committee independence therefore remain unchanged in size and composition despite the departure.

Who will chair the nominating committee at Happy City Holdings (HCHL)?

Mr. Liu Sicheng will serve as the chair of the nominating committee, effective July 31, 2026. He assumes the role following the resignation of Mr. Ho Wai Alan, Chung from that position.

 

 

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 July 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 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.

 

Resignation of Mr. Ho Wai Alan, Chung

 

On July 27, 2026, the board of directors of the Company (the “Board”) received and accepted the resignation of Mr. Ho Wai Alan, Chung (“Mr. Chung”) from his position as an independent director of the Company, and from his positions as the chair of the nominating committee and a member of each of the audit committee and the compensation committee of the Board, in each case effective July 31, 2026. Mr. Chung resigned in order to pursue his other professional business 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. Chung 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. Chung’s resignation, the Board consists of six directors, four 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 four independent directors. Mr. Liu Sicheng will serve as the chair of the nominating committee, effective July 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: July 28, 2026 Happy City Holdings Limited
     
  By: /s/ Suk Yee, Kwan
  Name:  Suk Yee, Kwan
  Title: Chief Executive Officer and Director

 

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