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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Chairman and Chief Executive Officer
On September 1, 2026, Chan Heng Fai resigned as Chairman and Chief Executive Officer of HWH International Inc. (the “Company”). Mr. Chan shall continue to serve as a member of the Company’s Board of Directors.
Liu Ming Hui, who has served as a member of the Company’s Board of Directors since August 10, 2026, has been appointed Chairman of the Company’s Board of Directors.
Liu Ming Xing, who has also served as a member of the Company’s Board of Directors since August 10, 2026, has been appointed as Chief Executive Officer of the Company
Liu Ming Xing and Liu Ming Hui are brothers, Liu Ming Hui is the owner of Smart Dynamics Technology Limited, the Company’s majority stockholder. Liu Chang (Cathy) is Liu Ming Hui’s daughter and is also a member of the Board of Directors.
On August 10, 2026, the Company sold Smart Dynamics Technology Limited (“Smart Dynamics”) (i) 20,000,000 shares of its Common Stock; and (ii) warrants to purchase up to 160,000,000 shares of the Company’s common stock for an aggregate purchase price of $10,000,000. Such sale of securities occurred pursuant to the terms of a Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into between the Company and Smart Dynamics, as amended on June 8, 2026. Pursuant to the Securities Purchase Agreement, as amended, Smart Dynamics was granted the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described therein, and Liu Ming Hui, Liu Ming Xing, and Liu Chang were appointed to the Board of Directors.
Mr. Liu Ming Hui, 63, is the founder, President and Chairman of China Gas Holdings Limited (HKEX: 0384), a position he has held since 2002. Under his leadership, the company grew from a single provincial gas concession into China’s largest cross-regional integrated city-gas and clean-energy group, today operating over 660 concessions and serving over 200 million residents with gas. At its peak, China Gas Holdings’ market capitalization exceeded HK$130 billion (approximately US$17 billion), with net profit reaching approximately HK$11.7 billion (approximately US$1.5 billion) in its strongest fiscal year. Mr. Liu currently also serves as Chairman of China Gas’s Executive Committee and Nomination Committee and Vice Chairman of its Sustainability Committee.
Dr. Liu Ming Xing, 53, currently serves as Chief Economist, Chairman of the Strategic Development Committee, and an Executive Director of China Gas Holdings, where he has served as a director since 2014. He brings deep expertise in economics, finance, and public policy, having provided policy consulting to the World Bank, the Organisation for Economic Co-operation and Development (OECD), UNESCO, and the United Kingdom’s Department for International Development.
Item 8.01 Other Events.
On September 1, 2026, the Company issued a press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| HWH INTERNATIONAL INC. | ||
| Dated: September 1, 2026 | By: | /s/ Rongguo Wei |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
HWH International Inc. Announces Executive Leadership Transition
BETHESDA, MD, September 1, 2026 (GLOBE NEWSWIRE) — HWH International Inc. (Nasdaq: HWH) (“HWH” or the “Company”) today announced a transition in its executive leadership. Chan Heng Fai (“Mr. Chan”), the Company’s Chairman of the Board and Chief Executive Officer, will step down from both positions, to be succeeded by Mr. Liu Ming Hui as Executive Chairman and Dr. Liu Ming Xing as Chief Executive Officer, effective September 1, 2026.
Mr. Chan, 81, has served as HWH’s Chairman since 2021 and has led the Company since its formation, through its Nasdaq listing and its most recent strategic financing. Citing his age and other personal commitments, Mr. Chan will step down as Chairman and Chief Executive Officer, while continuing to serve as a director of the Company. Over a business career spanning more than 50 years, Mr. Chan has built, rescued, or transformed more than 35 companies across banking, finance, real estate and various industries, including American Pacific Bank and Global Medical REIT (currently known as Chiron Real Estate Inc.) in the United States, among others.
Mr. Liu Ming Hui, 63, is the founder, President and Chairman of China Gas Holdings Limited, a position he has held since 2002. Under his leadership, the company grew from a single provincial gas concession into China’s largest cross-regional integrated city-gas and clean-energy group, today operating over 660 concessions and serving over 200 million residents with gas. At its peak, China Gas Holdings’ market capitalization exceeded HK$130 billion (approximately US$17 billion), with net profit reaching approximately HK$11.7 billion (approximately US$1.5 billion) in its strongest fiscal year. Mr. Liu currently also serves as Chairman of China Gas’s Executive Committee and Nomination Committee and Vice Chairman of its Sustainability Committee.
Dr. Liu Ming Xing, 53, will become Chief Executive Officer. Dr. Liu currently serves as Chief Economist, Chairman of the Strategic Development Committee, and an Executive Director of China Gas Holdings, where he has served as a director since 2014. He brings deep expertise in economics, finance, and public policy, having provided policy consulting to the World Bank, the Organisation for Economic Co-operation and Development (OECD), UNESCO, and the United Kingdom’s Department for International Development.
“It is an honor to take on the role of Executive Chairman at this important juncture for HWH. Mr. Chan has built a remarkable track record over his career, and I am grateful for his trust and his continued partnership. Together with Dr. Liu Ming Xing and the rest of the board and management team, we are committed to building on HWH’s foundation and creating long-term value for stockholders.” Noted Liu Ming Hui, the incoming Executive Chairman of HWH International Inc.
ABOUT HWH INTERNATIONAL INC.
HWH International Inc. is a purpose-driven lifestyle company encompassing differentiated offerings to develop new pathways to help people in their pursuit of Health, Wealth and Happiness. Beyond its core Hapi ecosystem, HWH’s management team continues to evaluate a range of additional growth and investment opportunities that it believes can build long-term shareholder value and drive strong, sustainable growth. The Company intends to pursue such opportunities selectively and prudently, in a manner management deems beneficial to, and aligned with the long-term interests of its stockholders.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the planned leadership transition, its anticipated effective date, and the Company’s future business and strategic plans. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update these statements except as required by law.
CONTACTS
For investor and media inquiries, please contact:
HWH International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
301-971-3955
minghuiliu@hwhintl.com