STOCK TITAN

Mei Cai joins Charming Medical (NASDAQ: MCTA) as independent audit chair

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Charming Medical Limited reported board changes, with independent director Matthew Mo Kan Tsui resigning effective April 27, 2026, to pursue other business commitments, with no disagreement on operations, policies, or procedures.

On May 2, 2026, the board appointed Mei CaiUS$50,000. The board determined she is an independent director under U.S. SEC and Nasdaq rules and qualifies as an audit committee financial expert. Ms. Cai was named chairman of the Audit Committee and a member of the Compensation and Nominating Committees.

Positive

  • None.

Negative

  • None.
Director annual compensation US$50,000 Annual pay for Mei Cai as director, effective May 2, 2026
Mei Cai age 47 Age disclosed in biographical information
Experience duration Over 20 years Accounting, auditing, SEC reporting, corporate finance, U.S. capital markets
Nuance Biotech CFO tenure January 2023 to October 2023 CFO of Nuance Biotech Co., Ltd.
Jowell Global CFO tenure November 2020 to December 2022 CFO of Jowell Global Ltd. (Nasdaq: JWEL)
China Eco-Materials CFO tenure July 2019 to November 2020 CFO of China Eco-Materials Group Co., Ltd.
independent director financial
"Mr. Matthew Mo Kan Tsui notified the Company of his resignation as an independent director"
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 financial expert financial
"qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K"
A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.
Nasdaq Marketplace Rules regulatory
"is an “independent” director under applicable U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules"
A set of standards and procedures that govern how stocks and other securities are listed, traded and monitored on the Nasdaq exchange; think of it as the marketplace rulebook that sets eligibility, disclosure, trading conduct and enforcement practices. Investors care because these rules affect whether a company can be listed or removed, how transparently it must report information, and how fairly trades are executed — all of which influence risk and the ability to buy or sell shares.
Regulation S-K regulatory
"as defined under Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
Form 6-K regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

 

 

 

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 May 2026

 

Commission File Number: 001-42907

 

Charming Medical Limited

 

Units 1803-1806, 18/F, Hang Lung Centre
2-20 Paterson Street, Causeway Bay, Hong Kong

(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 ☐

 

 

 

 

On April 27, 2026, Mr. Matthew Mo Kan Tsui notified the Company of his resignation as an independent director, effective April 27, 2026, in order to pursue other business commitments. Mr. Tsui’s resignation was not a result of any disagreement with the Company’s operations, policies, or procedures. On May 2, 2026, the Board of Directors of the Company accepted and approved Mr. Tsui’s resignation.

 

On May 2, 2026, the Board of Directors, Nominating Committee, and the Compensation Committee of the Company approved by resolutions and confirmed the appointment of Ms. Mei Cai as a director of the Company, with an annual compensation of US$50,000, effective upon approval of the resolutions, until her successor is duly elected and qualified, or until her earlier death, resignation or removal. The Board has determined Ms. Cai (i) is an “independent” director under applicable U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules, and (ii) qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and possesses the requisite financial sophistication under Rule 5605(c)(2)(A) of the Nasdaq Stock Market LLC Listing Rules. Ms. Cai will be serving on the Board of Directors as a non-employee, independent director. Ms. Cai has also been named as the chairman of the Audit Committee and a member of the Compensation Committee and Nominating Committee of the Company.

The foregoing descriptions of our offer letter to Ms. Cai are qualified in their entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

There are no family relationships between Ms. Cai and any other employees of the Company or members of the Board of Directors.

The biographical information of Ms. Cai is set forth below:

Mei Cai, age 47

Ms. Mei Cai has over 20 years of experience in accounting, auditing, SEC reporting, corporate finance, and U.S. capital markets. She served as Chief Financial Officer of Nuance Biotech Co., Ltd. from January 2023 to October 2023, Chief Financial Officer of Jowell Global Ltd. (Nasdaq: JWEL) from November 2020 to December 2022, and Chief Financial Officer of China Eco-Materials Group Co., Ltd. from July 2019 to November 2020. In these roles, she led or assisted with initial public offering and Nasdaq listing processes, coordinated with auditors, underwriters, legal counsel and investor relations firms, and assisted in the preparation of registration statements with the SEC, including consolidated financial statements and management’s discussion and analysis. Ms. Cai has served as an independent director of Top Financial Group Limited (Nasdaq: TOP) since May 2021 and served as a director of CN Energy Group Inc. (Nasdaq: CNEY) from August 2019 to June 2022. Since October 2017, she has served as an accounting consultant and advisor at Wealth Financial Services LLC. Previously, she served as an audit manager and auditor at Friedman LLP from December 2013 to September 2017 and at Patrizio & Zhao, LLC from December 2006 to November 2013. Ms. Cai graduated from Jiangsu Radio & TV University with a major in Economic Management in December 2003. Ms. Cai is a U.S. citizen and resides in the U.S.

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Director offer letter to Ms. Mei Cai, dated May 2, 2026

 

 

 

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.

 

  Charming Medical Limited
     
Date: May 6, 2026 By: /s/ Kit Wong
  Name:  Kit Wong
  Title: Chief Executive Officer and
    Chairman of the Board

 

 

 

 

FAQ

Why did Matthew Mo Kan Tsui resign from Charming Medical (MCTA)?

Mr. Matthew Mo Kan Tsui resigned as an independent director on April 27, 2026 to pursue other business commitments. The company states his resignation was not due to any disagreement with its operations, policies, or procedures, indicating a routine change rather than a governance dispute.

Who is Mei Cai, the new director of Charming Medical (MCTA)?

Mei Cai is a 47-year-old finance professional with over 20 years of experience in accounting, auditing, SEC reporting, corporate finance, and U.S. capital markets. She previously served as CFO at several companies and has held director roles at Nasdaq-listed firms, plus consulting and audit positions.

What role will Mei Cai have on Charming Medical’s (MCTA) board?

Mei Cai will serve as a non-employee, independent director on the board. She has been appointed chairman of the Audit Committee and a member of both the Compensation Committee and Nominating Committee, giving her key oversight responsibilities in financial reporting, executive pay, and board nominations.

How much will Charming Medical (MCTA) pay Mei Cai as director compensation?

The company approved annual compensation of US$50,000 for Mei Cai’s service as a director. This pay reflects her responsibilities as an independent director, chairman of the Audit Committee, and member of the Compensation and Nominating Committees, as specified in her director offer letter dated May 2, 2026.

Is Mei Cai considered an independent director at Charming Medical (MCTA)?

Yes, the board determined that Mei Cai qualifies as an independent director under applicable U.S. SEC and Nasdaq Marketplace Rules. She is also described as a non-employee director, with no family relationships with company employees or other board members disclosed in the report.

Does Mei Cai qualify as an audit committee financial expert at Charming Medical (MCTA)?

The board determined that Mei Cai qualifies as an audit committee financial expert under Item 407(d)(5) of Regulation S-K. They also state she possesses the required financial sophistication under Nasdaq Listing Rule 5605(c)(2)(A), supporting her appointment as chairman of the Audit Committee.

Filing Exhibits & Attachments

1 document