8-K - CIMG - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2025

CIMGInc.

(Exact name of registrant as specified in its charter)

Nevada	001-39338	38-3849791
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization	(Commission<br><br> <br>File<br> No.)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

RoomR2, FTY D, 16/F, Kin Ga Industrial Building,

9San On Street, Tuen Mun, Hong Kong

0000

(Address of principal executive offices)

+

852 70106695

Registrant’s

telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.00001 par value	IMG	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Effective April 30, 2025, Mr. Xiaocheng Hao was appointed by the Board of Directors (the “Board”) to the position of Chief Operating Officer of CIMG, Inc. (the “Company”).

Mr. Hao has served as the Chief Executive Officer of Shanghai Huomao Cultural Development Co., Ltd (“Shanghai Huomao”) prior to the acquisition of Shanghai Huomao by the Company and will continue in that role while also serving as the Chief Operating Officer (the “COO”) of the Company.

Mr. Hao is 46 years old and holds a bachelor’s degree in business administration from Central South University of Finance and Economics and a master’s degree of business administration from Xi’an Jiaotong University in China. He has held sales and management positions in multiple listed companies, with over 20 years of experience in sales and management. Prior to joining the Company, Mr. Hao served as the chief executive officer of Shanghai Huomao since 2021 and served as the chairman of Shaanxi E&A Education Technology Co., Ltd. from 2014 to 2021.

The Company and Mr. Hao entered into an employment agreement on April 30, 2025, in connection with Mr. Hao’s appointment as the COO (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Hao is eligible for the following compensation: (i) an annual base salary of $40,000, which shall be paid in accordance with the regular payroll practices of Shanghai Huomao; (ii) cash bonus with the approval of the Board, paid in accordance with the regular payroll practices of Shanghai Huomao; and (iii) participation in a share incentive plan (if any) pursuant to the terms and conditions thereof as determined by the Board, governed by a separate award agreement to be entered into by and between the Company and Mr. Hao.

Neither Mr. Hao, nor his immediate family members (within the meaning of Item 404 of Regulation S-K), had or will have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Hao was nominated as the Chief Operating Officer pursuant to the Business Cooperation Intent Agreement relating to the acquisition of Shanghai Huomao. There are no family relationships between any director or executive officer of the Company and Mr. Hao.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item7.01 Regulation FD Disclosure.

On April 30, 2025, the Company issued a press release announcing the completion of the acquisition of Shanghai Huomao and Xilin Online (Beijing) E-commerce Co., Ltd. (“Beijing Xilin”) and appointment of Mr. Xiaocheng Hao as the Chief Operating Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item8.01 Other Events

As previously disclosed on March 14, 2025, the Company entered into a Business Cooperation Intent Agreement with Shanghai Huomao. On April 22, 2025, the Company completed its acquisition of Shanghai Huomao, along with the necessary business registration updates in China.

As previously disclosed on March 27, 2025, the Company entered into a Business Cooperation Intent Agreement with Beijing Xilin. On March 31, 2025, the Company completed its acquisition of Beijing Xilin, along with the necessary business registration updates in China.

Item9.01 Financial Statement and Exhibits

(d)Exhibits.

Exhibit No.	Description
10.1	Employment Agreement by and between the Company and Xiaocheng Hao dated April 30, 2025
99.1	Press Release announcing CIMG Inc. Completes Acquisitions of Shanghai Huomao and Beijing Xilin and Appoints Mr. Xiaocheng Hao as its Chief Operating Officer
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	CIMG<br> Inc.
Dated:<br> May 2, 2025	By:	/s/ Jianshuang Wang
	Name:	Jianshuang<br> Wang
	Title:	Chief<br> Executive Officer

Exhibit10.1

EMPLOYMENTAGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 30, 2025 (the “Effective Date”), by and between CIMG Inc, a Nevada corporation (the “Company”), and Mr. Xiaocheng Hao, an individual (the “Executive”) (individually, each a “Party” and collectively, the “Parties”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

WHEREAS, the Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth.

WHEREAS, the Executive desires to accept such terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.	POSITION

The Executive hereby accepts the positions of Chief Operating Officer (the “Employment”) of the Company.

2.	TERM

Subject to the terms and conditions of this Agreement, the term of the Employment shall commence on the Effective Date and will expire upon the Executive’s earlier death, resignation or removal.

3.	DUTIES AND RESPONSIBILITIES
(a)	The<br> Executive’s duties at the Company will include (i) all jobs of Executive customarily related to this function; and (ii) all<br> reasonable jobs determined or assigned by the Board.
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(b)	The<br> Executive shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully<br> and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company, as<br> amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by<br> the Board.
(c)	The<br> Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and<br> any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that engages in the<br> same business in which the Company engages (any such business or entity, a “Competitor”), provided that nothing<br> in this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed on any securities<br> exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding<br> shares and securities. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely<br> manner and with such details and particulars as the Company may reasonably require.
4.	NO BREACH OF CONTRACT
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The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

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(a)	Base<br> Salary. The Executive shall receive a base annual salary of $40,000, which shall be paid in accordance with the regular payroll<br> practices of the Company’s subsidiary, Shanghai Huomao Cultural Development Co., Ltd. (“Shanghai Huomao”).
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(b)	Bonus.<br> The Executive shall be eligible for cash payments with the approval of the Board of Directors, paid in accordance with the regular<br> payroll practices of Shanghai Huomao.
(c)	Equity<br> Incentives. The Executive will be eligible for participating in a share incentive plan (if any) pursuant to the terms and conditions<br> thereof as determined by the Board, and any award granted thereunder will be governed by an award agreement to be entered into separately<br> between the Company and the Executive.
(d)	Benefits.<br> The Executive is eligible for participation in any standard employee benefit plan of Shanghai Huomao that currently exists or may<br> be adopted by Shanghai Huomao in the future.
(e)	Deductions.<br> Recognizing that the Executive is an employee for all purposes, the Company or a subsidiary of the Company shall deduct from any<br> compensation payable to the Executive the sums which the Company or such subsidiary is required by law to deduct, including, but<br> not limited to, withholding taxes as stated in Section 10, social security taxes and state disability insurance and mandatory provident<br> funds, and the Company or such subsidiary shall pay any amounts so deducted to the applicable governmental entities and agents entitled<br> to receive such payments.

If the currency of the payment is not the U.S. dollars, the actual amount of the payment shall be calculated at the mid-point exchange rate quoted by The People’s Bank of China on the payment date.

6.	TERMINATION OF THE AGREEMENT
(a)	By<br> the Company.
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(i)	For<br> Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration<br> is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law),<br> if:
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(1) the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement;

(2) the Executive has been grossly negligent or acted dishonestly to the detriment of the Company;

(3) the Executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure; or

(4) the Executive breaches Section 7 or 9 of this Agreement.

Upon termination for cause, the Executive shall be entitled to the amount of Base Salary earned and not paid prior to termination. However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will terminate, except as required by any applicable law.

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| --- | | (ii) | For<br> death and disability. The Company may also terminate the Employment, at any time, without<br> notice or remuneration (unless notice or remuneration is specifically required by applicable<br> law, in which case notice or remuneration will be provided in accordance with applicable<br> law), if: | | --- | --- |

(1) the Executive has died, or

(2) the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.

Upon termination for death or disability, the Executive shall be entitled to the monthly amount of base salary earned and not paid prior to termination. However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will terminate, except as required by any applicable law.

(iii)	Without<br> Cause. The Company may terminate the Employment without cause, at any time, upon not less than thirty (30) days’ written<br> notice. Upon termination without cause, the Executive shall be entitled to the monthly amount of base salary and other amounts earned<br> and not paid prior to termination, and severance benefits or other amounts by reason of the termination.
(iv)	Change<br> of Control Transaction. If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or<br> sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change<br> of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination:<br> (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his annual<br> salary in effect immediately prior to the termination, or his then current annual salary as of the date of such termination; (2)<br> a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination;<br> and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards (if any) held by the Executive.
(b)	By<br> the Executive. The Executive may terminate the Employment at any time with a prior written<br> notice to the Company, if (1) there is a material reduction in the Executive’s authority,<br> duties and responsibilities, or (2) there is a material reduction in the Executive’s<br> annual compensation (including the base salary and the cash compensation). Upon the Executive’s<br> resignation or termination of the Employment due to either of the above reasons, the Company<br> shall provide compensation to the Executive equivalent to the amount of base salary and other<br> amounts earned and not paid prior to termination, and severance benefits or other amounts<br> by reason of the termination.<br><br> <br><br><br> <br>In<br> addition, the Executive may resign at any time upon not less than thirty (30) days’ written notice to the Company. Upon the<br> Executive’s resignation, the Company shall provide compensation to the Executive equivalent to the amount of base salary and<br> other amounts earned and not paid prior to termination.
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(c)	Notice<br> of Termination. Any termination of the Executive’s employment under this Agreement<br> shall be communicated by written notice of termination from the terminating party to the<br> other party.<br><br> <br><br><br> <br>During<br> the period between the issue of a notice of termination and the date of termination of this Employment, the Executive shall continue<br> to use his reasonable efforts to perform his duties and cooperate with the Company for handover.
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(a)	Confidentiality<br> and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment and after his termination, to<br> hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation<br> or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential<br> Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients,<br> customers or partners, including, without limitation, technical data, trade secrets, research and development information, product<br> plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas,<br> technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers,<br> joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills<br> and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the<br> Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in<br> writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding<br> the foregoing, Confidential Information shall not include information that is generally available and known to the public through<br> no fault of the Executive.
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(b)	Company<br> Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created,<br> received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject<br> to inspection by the Company at any time. Upon termination of the Executive’s employment with the Company (or at any other<br> time when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature<br> pertaining to his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances<br> will the Executive have, following his termination, in his possession any property of the Company, or any documents or materials<br> or copies thereof containing any Confidential Information.
(c)	Former<br> Employer Information. The Executive agrees that [he/she] has not and will not, during the term of his employment, improperly<br> use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive<br> has an agreement or duty to keep in confidence information acquired by Executive, if any. The Executive will indemnify the Company<br> and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and<br> costs of suit, arising out of or in connection with any violation of the foregoing.
(d)	Third<br> Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties<br> their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such<br> information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third<br> parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary<br> information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and<br> for the limited purposes permitted by, the Company’s agreement with such third party.

This Section 7 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 7, the Company shall have right to seek remedies permissible under applicable law.

The parties may enter into a separate confidential agreement to address confidentiality and non-disclosure affairs. Should any conflicts exist between this Section 7 and the confidential agreement, the confidential agreement shall prevail.

8.	CONFLICTING EMPLOYMENT

The Executive hereby agrees that, during the term of his employment with the Company, [he/she] will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of the Executive’s employment, nor will the Executive engage in any other activities that conflict with his obligations to the Company without the prior written consent of the Company.

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In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of two (2) years following the termination of the Employment for whatever reason:

(a)	The<br> Executive will not solicit, canvass or approach clients, customers or contacts of the Company or other persons or entities introduced<br> to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such<br> persons or entities which will harm the business relationship between the Company and such persons and/or entities;
(b)	The<br> Executive will not solicit, canvass or approach, or endeavor to solicit, canvass or approach any person who has business communication<br> with the Company or its affiliates to terminate such communication, or who has negotiation with the Company or its affiliates on<br> business cooperation to terminate such negotiation;
(c)	The<br> Executive will not solicit, canvass or persuade or endeavor to solicit, canvass or persuade in any way, or intend to or actually<br> disturb the Company’s business in any way or endeavor to do the foresaid activities in order that (i) any current client or<br> supplier of the Company or its affiliates becomes a client or supplier of an entity or individual competing with the Company or any<br> of its affiliates; or (ii) any current client or supplier of the Company or its affiliates terminates the cooperation with the Company<br> or its affiliates; and
(d)	The<br> Executive will not seek, directly or indirectly, by the offer of alternative employment or<br> other inducement whatsoever, to solicit the services of any employee of the Company employed<br> as at or after the date of such termination, or in the year preceding such termination;

The provisions contained in Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.

The parties may enter into separate agreements to address non-competition and non-solicitation affairs. Should any conflicts exist between this Section 9 and such agreements, such separate agreements shall prevail.

10.	WITHHOLDING TAXES

Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

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The Company agrees to indemnify the Executive for his proper activities as the Chief Operating Officer of the Company to the fullest extent permitted by law, and to cover the Executive under any directors and officers liability insurance obtained by the Company, if any.

12.	ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

13.	SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

14.	ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Executive and a member of the Group. The Executive acknowledges that [he/she] has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.

15.	GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China (“PRC”). All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any PRC court and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

16.	AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

17.	WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

18.	NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.

19.	COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

20.	NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that it, [he/she] has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

COMPANY:
CIMG Inc.
By:	/s/ Jianshuang Wang
Name:	Jianshuang<br> Wang
Title:	Chief<br> Executive Officer
EXECUTIVE:
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By:	/s/ Xiaocheng Hao
Name:	Xiaocheng<br> Hao

[SignaturePage to Employment Agreement]

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Exhibit99.1

CIMGInc. Completes Acquisitions of Shanghai Huomao and Beijing Xilin and Appoints Mr. Xiaocheng Hao as its Chief Operating Officer

Beijing, China, April 30, 2025 — CIMG Inc. (“CIMG” or the “Company”) (NASDAQ: IMG), a company with a heritage in specialty coffee and an emerging business in broader consumer food and beverage products, today announced the completion its acquisitions of Shanghai Huomao Cultural Development Co., Ltd (“Huomao”) and Xilin Online (Beijing) E-commerce Co., Ltd. (“Beijing Xilin”) the appointment of Mr. Xiaocheng Hao as Chief Operating Officer.

The appointment of Mr. Hao is intended to strengthen the Company’s leadership team and drive business growth. Mr. Hao previously served as Chief Executive Officer of Huomao prior to the acquisition by the Company and will continue in that role while also serving as Chief Operating Officer of CIMG.

CIMG’s wholly-owned subsidiary in China, Zhongyan Shangyue Technology Co., Ltd., has completed the acquisition of Huomao, along with the necessary business registration updates on April 22, 2025. Zhongyan Shangyue Technology Co., Ltd. also has completed the acquisition of Xilin Online (Beijing) E-commerce Co., Ltd, along with the necessary business registration updates on March 31, 2025.

Mr. Xiaocheng Hao, Chief Operating Officer of CIMG and Chief Executive Officer of Shanghai Huomao, said, “I’m excited to join CIMG, a global perspective company and extensive experience in brand operations and digital product marketing. I look forward to working with the company team to develop the Huomao brand, promote business growth, and improve the company’s performance.”

Ms. Jianshang Wang, Chief Executive Officer and Chairman of the Board of Directors of CIMG, remarked: “We are pleased to welcome Mr. Xiaocheng Hao to the Company. With his extensive experience in sales and operations, we are confident that his joining will drive significant growth in CIMG’s sales business.”

AboutCIMG Inc.

CIMG Inc. is a global business group specializing in digital health and sales development. Utilizing technology (including Artificial Intelligence, Brain Science, and Big Data) and marketing (including MarTech and Multi-Channel Network), the company enhances its partners’ sales growth and commercial value.

The company’s brands include Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.

Forward-LookingStatements

This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.

Formore information, please contact:

http://www.ccmg.tech

ir@ccmg.tech