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6-K 1 ea0274225-6k_mint.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 ended January 2026

 

Commission File Number: 001-42462

 

Mint Incorporation Limited

(Exact name of registrant as specified in its charter)

 

17/F, Wing Kwok Centre, No.182 Woosung Street

Jordan, Kowloon, Hong 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 ☐

 

 

 

 


 

Resignation of Chairman and Appointment of New Chairman 

 

On January 23, 2026, Mr. Cheong Shing Ku notified the Mint Incorporation Limited (the “Company”) of his resignation as the Chairman of the Board of the Company, effective January 26, 2026. Mr. Ku’s resignation was not a result of any disagreement with the Company’s operations, policies, or procedures. Mr. Ku will continue to serve as a director of the Company.

 

On January 26, 2026, the Board of Directors (the “Board”), Nominating Committee and the Compensation Committee approved by resolutions and confirmed the appointment of Mr. Hoi Lung Chan as the Chairman of the Board of the Company, effective upon approval of the resolution, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Chan’s compensation as Chief Executive Officer remains unchanged in connection with his appointment as Chairman of the Board.

 

The foregoing descriptions of our offer letter to Mr. Chan is 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 Mr. Chan and any other employees of the Company or members of the Board.

 

The biographical information of Mr. Chan is set forth below:

 

Hoi Lung Chan, age 44

 

Mr. Hoi Lung Chan, our Chief Executive Officer and Chairman of the Board, co-founded Matter International and has over 15 years of professional experience in architecture and interior design. Mr. Chan also serves as director of several subsidiaries of the Company, including CKL Holding Limited, Grand Engineering and Construction Limited, Aspiration Group Limited, Axonex Intelligence Limited, and Axonex Robotics Limited. Mr. Chan is a registered architect in the State of New York with a Master of Architecture degree from the Massachusetts Institute of Technology. He was one of the Asia Top 40 Under 40 Young Design Professional Award honorees in 2022.

 

Appointment of Independent Director

 

On January 26, 2026, the Board, Nominating Committee and the Compensation Committee approved by resolution and confirmed the appointment of Mr. Xunze (Tyler) Xiu as a director of the Company, with an annual compensation of HK$120,000, effective upon approval of the resolution, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board has determined Mr. Xiu is an “independent” director under applicable U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules. Mr. Xiu will be serving on the Board as a non-employee, independent director. Mr. Xiu serves as a member of the Audit Committee, Nominating Committee and the Compensation Committee.

 

The foregoing descriptions of our offer letter to Mr. Xiu is qualified in their entirety by reference to the full text thereof, which is attached as Exhibit 10.2 hereto and incorporated by reference herein.

 

There are no family relationships between Mr. Xiu and any other employees of the Company or members of the Board.

 

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The biographical information of Mr. Xiu is set forth below:

 

Xunze (Tyler) Xiu, age 39

 

Mr. Xunze (Tyler) Xiu serves as Of Counsel at Morrison & Foerster in Hong Kong, where he advises multinational technology, life sciences, and regulated companies on cross-border transactions, technology governance, data privacy and cybersecurity, telecommunications regulation, and intellectual property strategy. Mr. Xiu has more than 10 years of experience advising senior management and boards on regulatory risk, complex technology arrangements, and IP-intensive mergers and strategic transactions across the United States, Greater China, and Southeast Asia. In 2024, Mr. Xiu completed a seven-month secondment with Amazon Web Services (AWS), advising AWS ASEAN business units on enterprise IT consultancy services, cloud procurement and engagements with regulated customers, and supporting internal audit and process-improvement initiatives. Prior to joining Morrison & Foerster, Mr. Xiu practiced at Freshfields Bruckhaus Deringer in Hong Kong and Allen & Overy in Shanghai, where he advised multinational corporations and state-owned enterprises on cross-border M&A transactions, cybersecurity and data privacy compliance, and high-stakes intellectual property disputes, particularly in the pharmaceutical, healthcare, and technology sectors.

 

Mr. Xiu has been recognized by Asian Legal Business as a “Rising Star” and by Legal 500 Asia Pacific as a recommended lawyer in technology, intellectual property, and life sciences. He holds a Master of Sciences from Georgetown University School of Medicine, an LL.M. from Cornell Law School, and an LL.B. from Soochow University, with additional academic experience at Nanyang Technological University. He is admitted to practice law in New York and Hong Kong, and is fluent in English and Mandarin.

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Amendment No. 1 to Employment Agreement by and between the Company and Hoi Lung Chan, dated January 26, 2026
10.2   Director offer letter to Mr. Xunze (Tyler) Xiu, dated January 26, 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 hereunto duly authorized.

 

  Mint Incorporation Limited
     
Date: January 28, 2026 By: /s/ Hoi Lung Chan
  Name:  Hoi Lung Chan
  Title: Chairman of the Board and Chief Executive Officer

 

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EX-10.1 2 ea027422501ex10-1_mint.htm AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND HOI LUNG CHAN, DATED JANUARY 26, 2026

Exhibit 10.1

 

 

 

 

MINT INCORPORATION LIMITED

 

(the “Company”)

 

 

and

 

 

Hoi Lung Chan

 

(the “Executive”)

 

 

 

 

 

 

 

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

 

 

 

 

 

 

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

 


 

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment No. 1 to Employment Agreement”), is entered into as of January 26, 2026 (the “Effective Date”) by and between Mint Incorporation Limited, an exempted company incorporated under the laws of the British Virgin Islands with limited liability (the “Company”), and Hoi Lung Chan, an individual (the “Executive”).

 

RECITALS:

 

 

 

(A) The Company and the Executive entered into an employment agreement (the “Employment Agreement”) dated October 20, 2023;

 

(B) The Executive has been appointed as Chairman of the Board of Directors of the Company, effective January 26, 2026; and

 

(C) The Company and the Executive desire to amend the Employment Agreement solely to reflect such appointment, with no change to the Executive’s compensation or other material terms.

 

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows: 

 

1. INTERPRETATION

 

1.1 In this Amendment No. 1 to Employment Agreement and unless the context otherwise requires, terms used and defined in the Employment Agreement shall have the same meanings when used herein.

 

1.2 Reference to a Recital, Clause, sub-Clause or Schedule, unless the context otherwise requires, shall be construed as the respective Recital, Clause, sub-Clause or Schedule of the Employment Agreement.

 

2. AMENDMENT

 

With effect from the date of this Amendment No. 1 to Employment Agreement, the terms of the Employment Agreement shall be deemed to be amended as follows:

 

2.1 The Employment Agreement is hereby amended to reflect that, effective as of the Effective Date, the Executive shall serve as Chief Executive Officer and Chairman of the Board of Directors of the Company. The Executive’s duties shall include the duties customarily associated with such positions, subject to the direction of the Board of Directors.

 

2.2 Except as expressly provided herein, the Executive’s compensation arrangements under the Employment Agreement shall remain unchanged, and no additional compensation is payable in connection with the Executive’s appointment as Chairman of the Board.

 

3 GENERAL
   
3.1 Subject only to the variations herein contained and such other alterations (if any) as may be necessary to make the Employment Agreement consistent with the Amendment No. 1 to Employment Agreement, the Employment Agreement shall remain in full force and effect and shall be read and construed and be enforceable as if the terms of the Amendment No. 1 to Employment Agreement were inserted therein by way of addition or substitution, as the case may be.

 

4. COUNTERPARTS

 

4.1 The Amendment No. 1 to Employment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of parties hereto may execute the Amendment No. 1 to Employment Agreement by signing any such counterparts.

 

5. GOVERNING LAW

 

5.1 The Amendment No. 1 to Employment Agreement shall be governed and construed in accordance with the laws of Hong Kong.

  

[The remainder of this page is intentionally left blank. Signature page follows.]

 

 


 

IN WITNESS WHEREOF, the Amendment No. 1 to the Employment Agreement has been executed as of the date first written above.

 

Mint Incorporation Limited  
     
Signature: /s/ Cheong Shing Ku  
Name: Cheong Shing Ku  
Title: Chairman of the Board  

 

Executive  
     
Signature: /s/ Hoi Lung Chan  
Name: Hoi Lung Chan  

 

[Signature Page to Employment Agreement]

 

 

  

EX-10.2 3 ea027422501ex10-2_mint.htm DIRECTOR OFFER LETTER TO MR. XUNZE (TYLER) XIU, DATED JANUARY 26, 2026

Exhibit 10.2

 

Mint Incorporation Limited

17/F, Wing Kwok Centre, No.182 Woosung Street

Jordan, Kowloon, Hong Kong

 

January 26, 2026

 

Re: Director Offer Letter – Xunze (Tyler) Xiu

 

Dear Mr. Xiu:

 

Mint Incorporation Limited, a British Virgin Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin immediately upon the effectiveness of this Agreement.

 

1. Term. This Agreement is effective as of the date of this Agreement. Your term as a Director shall continue, subject to the provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this Agreement shall remain in full force and effect.

 

2. Services. You shall render customary services as a Director, member of the Audit Committee, Nomination Committee and Compensation Committee (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.

 

3. Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.

 

4. Compensation. As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of HK$120,000 for each calendar year of service under this Agreement on a pro-rated basis.

 

You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).

 

5. D&O Insurance Policy. During the term of this Agreement, the Company shall include you as an insured under its officers’ and directors’ insurance policy, if available.

 

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. Confidential Information; Non-Disclosure. In consideration of 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; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (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 becomes generally available or is readily 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; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.

 

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. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).

 

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 solicit for employment any employee of the Company with whom you have had contact due to your appointment.

 

9. Termination and Resignation. Your services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services as a Director 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.

 

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10. Governing Law; Arbitration. 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. All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

 

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 gross 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. Acknowledgement. You accept this Agreement subject to all 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 of any questions arising under this Agreement.

 

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

 

  Sincerely,
   
  Mint Incorporation Limited
   
  By: /s/ Cheong Shing Ku
  Name:  Cheong Shing Ku
  Title: Chairman of the Board

 

AGREED AND ACCEPTED:  
   
By: /s/ Xunze (Tyler) Xiu  
Name:  Xunze (Tyler) Xiu  
Address: [●]  
Phone Number: [●]  
Email: [●]  

 

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