6-K
Click Holdings Ltd. (CLIK)
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 2025
Commission File Number: 001-42308
Click Holdings Limited
Unit 709, 7/F., Ocean Centre5 Canton RoadTsim Sha Tsui, KowloonHong Kong(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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM6-K
Departure of Directors or Principal Officers; Election of Directors;Appointment of Principal Officers
Mr. Moy Yee Wo Matthew resigned as an independent director, the chairman of the audit committee, a member of the compensation committee and nominating and corporate governance committee of the board of directors (the “Board”) of Click Holdings Limited (“Click” or the “Company”), effective May 14, 2025. Mr. Moy confirmed that there was no disagreement with the Company, and he will be engaged as a consultant to continue serving the Company.
Mr. Tse Wah Ping, who has been serving as an independent director of the Company since October 2024, was appointed as the chairman of the audit committee of the Board, effective 14 May 2025.
On May 14, 2025, Mr. Lam Kai Yuen was appointed as an independent director, a member of the audit committee, compensation committee, nominating committee and corporate governance committee of the Board.
Mr. Lam Kai Yuen is currently the executive director of Reach New Holdings Limited (stock code: 8471.HK.). Mr. Lam has over 18 years of experience in the garment accessories manufacturing industry. Mr. Lam obtained a bachelor’s degree of business in management with distinction from the Queensland University of Technology in October 2004. He then obtained a master’s degree of business in entrepreneurship from the University of Queensland in December 2005.
Mr. Lam Kai Yuen has entered into an independent director agreement with the Company, pursuant to which Mr. Lam will receive annual cash compensation of $180,000 payable monthly. The independent director agreement, which is filed herewith as Exhibits 10.1, should be reviewed in its entirety for additional information. Mr. Lam has no family relationships with any of the executive officers or directors of the Company. Save except for independent director agreement as stated above, there is no other employment agreement between the Company and Mr. Lam, nor are there any arrangements or plans in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Lam. There have been no transactions to which the Company was or is to be a party, in which Mr. Lam had, or will have, a direct or indirect material interest.
Press Release
On May 14, 2025, the Company issued a press release (the “Press Release”) as Exhibit 99.1 to this Form 6-K, announcing (i) collaboration with an advanced technology company under the Tencent SSB initiatives; and (ii) the change in board composition mentioned above.
On May 14, 2025, the Company entered into a cooperation agreement with Flash Mutual Technology (International) Company Limited pursuant to which both parties agreed to jointly promote 24-hour instant device service for senior citizens in Hong Kong.
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Exhibit Index
| Exhibit No. | Description |
|---|---|
| 10.1 | Independent director agreement with Mr. Lam Kai Yuen |
| 99.1 | Press Release dated May 14, 2025 |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CLICK HOLDINGS LIMITED | |
|---|---|
| By: | /s/ Chan Chun Sing |
| Name: | Chan Chun Sing |
| Title: | Chief Executive Officer, Chairman and<br><br>Director |
Date: May 15, 2025
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Exhibit 10.1
Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
INDEPENDENT DIRECTOR AGREEMENT
May 14, 2025
Dear Mr. Lam Kai Yuen:
Click Holdings Limited (the “Company”) is pleased to offer you a position as a member of its board of directors (the “Board”), effective as of the date hereof (the “Effective Date”). The Board believes that your background and experience will be a significant asset to the Company, and the Board looks forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (this “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services that you agree to provide the Company.
1. Term. This Agreement is effective as of Effective Date. Your term as a director shall commence upon you being elected to the Board. Subject to the Company’s memorandum and articles of association, as amended, and the provisions in Section 9 below, your term shall continue until your successor is duly elected and qualified. The position shall be up for re-election each year at the Company’s annual stockholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.
2. Services. You shall render services as a member of the Board and as a member of one or more committees of the Board (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and any committees on which you serve as a member as regularly or specially called. You may attend and participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board as necessary via telephone, electronic mail or other forms of correspondence.
3. Services forOthers. You shall be free to represent or perform services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.
4. Compensation. Assuming your material compliance with the terms of this Agreement, compensation for your services to the Company shall be as described in this section.
a. You will receive a $180,000 cash fee per annum, payable in equal quarterly installments, plus discretionary bonus, in form of cash or/and equity, subject to your continuing service as a member of the Board, with the first payment commencing 90 days following the completion of an initial public offering of the Company’s securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or otherwise, when the Company becomes a publicly reporting company under the Exchange Act of 1934, as amended.
b. You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties.
5. D&O InsurancePolicy. The Company may, when it deems commercially reasonable and necessary, to maintain directors and officers liability insurance in a commercially reasonable amount.
6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
7. ConfidentialInformation; Non-Disclosure. In consideration for your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means:
i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or
ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii. Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i. Any information which is, or otherwise becomes, generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and
iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation, as defined in Section 9 herein.
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
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e. Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation. During the term of your appointment, you shall not directly solicit for employment any employee of the Company with whom you have had contact due to your appointment.
9. Terminationand Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. In addition, your membership on the Board may be terminated for any or no reason at any meeting of the Board or by written consent of, a majority of the Board at any time, or if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any options or shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
10. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.
11. Entire Agreement;Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
13. Not an EmploymentAgreement. This Agreement is not an employment agreement and shall not be construed or interpreted to create any right for you to continue employment with the Company.
14. Acknowledgement. You accept this Agreement subject to the terms and provisions of this Agreement. You agree to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company regarding any questions arising under this Agreement.
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This Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | |
|---|---|
| CLICK HOLDINGS LIMITED | |
| By: | /s/ Chan Chun Sing |
| Name: | Chan Chun Sing |
| Title: | Chief Executive Officer |
| AGREED AND ACCEPTED: | |
| --- | --- |
| By: | /s/ Lam Kai Yuen |
| Name: | Lam Kai Yuen |
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Exhibit 99.1
CLIK announces to collaborate with an advancedtechnology company under the Tencent SSV initiatives, to jointly promote 24-hour instant device service for senior citizens in Hong Kong;and also announces change to board composition
| - | CLIK will collaborate with Flash Mutual, an advanced technology company under the Tencent SSV initiatives,to jointly promote 24-hour instant device services for senior citizens in Hong Kong |
|---|
| - | Tencent SSV is an initiative launched by Tencent, a world leading internet and technology company,aiming to leverage its unique digital platform and technology to drive Sustainable Social Value (SSV) globally |
|---|
| - | CLIK also announces the appointment of Mr. Lam Kai Yuen, Gabi as the new independent director |
|---|
May 14, 2025 (GLOBE NEWSWIRE) -- Today, Click Holdings Limited (NASDAQ: CLIK) (“Click” or the “Company” or “we” or “our”), signed a cooperation agreement with Flash Mutual Technology (International) Company Limited (“Flash Mutual”) in which both parties agreed to jointly promote 24-hour instant device service for senior citizens in Hong Kong.
Flash Mutual is a national high-tech enterprise headquartered in Guangdong, China. Being an advanced technology partner under the Tencent Sustainable Social Value (“Tencent SSV”) initiatives, Flash Mutual aims to provide integrated digital solutions for the elderly, students, and the disabled by the use of artificial intelligence.
Tencent SSV is an initiative under Tencent, a world leading internet and technology company, aiming to use its unique digital platform and technology to drive sustainable social value globally and to improve lives of billions of people every day.
By leveraging the use of AI, instant device service offers round-the-clock smart monitoring for senior citizens to enhance their safety and to provide timely assistance when necessary.
Together with the government-sponsored Community Care Service Voucher scheme for elderly (CCSV scheme) recently entered into, CLIK expects the partnership to generate significant cross-selling synergies and boost revenue.
CLIK considers the collaboration as an opportunity to further strengthen its elderly service business, aiming to offer a comprehensive one-stop solution for senior citizens in Hong Kong.
Change in board composition
CLIK today announced the appointment of Mr. Lam Kai Yuen as an independent director, a member of the audit committee, compensation committee, nominating committee and corporate governance committee of the Company's board of directors (the "Board"), following the resignation of Mr. Moy Yee Wo Matthew as an independent director, the chairman of the audit committee, a member of the compensation committee and nominating and corporate governance committee of the Board, effective 14 May 2025. Due to personal commitments, Mr. Moy will be re-designated as a consultant, focusing on investor relations, to continue serving the Company and confirmed that there was no disagreement with the Board, the Company or any of its affiliates on any matter relating to the Company's operations, policies or practices.
The Board has also approved that Mr. Tse Wah Ping, who has served as an independent director of CLIK since October 2024, will replace Mr. Moy as the chairman of the audit committee of the Board, effective 14 May 2025.
"We are delighted to welcome Mr. Lam on Board and believe his wealth of experience in management can bring invaluable insights to help guiding the Company ahead.” stated Mr. Chan Chun Sing, Chairman and Chief Executive Officer of CLIK. “We are also grateful to Mr. Moy for his services throughout his tenure and look forward to his further contribution in the new role," continued Mr. Chan.
Following the aforementioned changes, the Board now consists of four directors, including three independent directors. The audit committee of the Board is comprised of Mr. Tse Wah Ping, Ms. Chik Wai Chun and Mr. Lam Kai Yuen.
About Click Holdings Limited
We are a fast-growing human resources solutions provider based in Hong Kong, aiming to match our client’s human resources shortfall through our proprietary AI-empowered talent pool by one “click”. Our key businesses primarily include nursing solution (mainly seniors) services, logistics solution services and professional solution services.
For more information, please visit https://clicksc.com.hk.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
For enquiry, please contact:
Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Email: [email protected]
Phone: +852 2691 8900