Eastern International Ltd 6-K, filed Aug 20, 2026
Eastern International Ltd. (ELOG)
About this 6-K
Eastern International Ltd filed this 6-K on August 20, 2026.
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number 001-42817
eastern international Ltd.
(Translation of registrant’s name into English)
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On August 18, 2026, the Board of Directors (the “Board”) of Eastern International Ltd., a Cayman Islands Company (the “Company”) appointed Mr. K. Brice “Rick” Toussaint and Mr. Bin Zhou as new members of the Board, effective immediately. Mr. Toussaint was also appointed as the Chairman of the Audit Committee of the Board and a member of the Nominating and Corporate Governance Committee and the Compensation Committees of the Board and Mr. Bin Zhou was also appointed as the Chairman of the Compensation Committees of the Board and a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board on August 18, 2026.
Mr. Toussaint, age 55, has been an owner of Rick Toussaint MBA CPA LLC since 2000. Mr. Toussaint served as a member of the board and chair of the audit committee of Bit Origin Limited (NASDAQ: BTOG) from July 2020 to April 2024. Mr. Toussaint has served as a member and the Chairman of the board of Frontera Group, Inc. (OTC: FRTG) since October 2022 and its Chief Executive Officer and Chief Financial Officer since November 2023. Since 2018, Mr. Toussaint has served as Chief Executive Officer and Chairman of the Board for Principal Solar, Inc. Mr. Toussaint served as Chief Executive Officer of Myos Rens Technology, Inc. from December 2015 to August 2016 and a board member of Myos Rens Technology, Inc. from March 2016 to December 2016. Mr. Toussaint obtained his Bachelor of Science in Accounting degree in 1994 and his Master of Business Administration degree in 1996 from Louisiana State University in Baton Rouge, Louisiana. Mr. Toussaint has been certified as a CPA in the State of Texas since 2000.
Bin Zhou, age 47, has served as the Managing Partner and Attorney-of -Law of Bin Zhou Attorneys and Associates PC. since 2019. Mr. Zhou served as a director of Myos Rens Technology, Inc. from March 2016 to November 2018. From 2006 to 2019, Mr. Zhou was an attorney and then partner of Bernard & Yam, LLP in New York, NY. Mr. Zhou received his bachelor’s degree in Economic Laws from Nanjing University, China, in 2001 and received his Master of Social Work from University of Georgia in 2003 and a Juris Doctor’s degree from Rutgers University School of Law in 2006.
There are no arrangements or understandings between each of Mr. Toussaint and Mr. Zhou and any other person pursuant to which Mr. Toussaint and Mr. Zhou were appointed as directors of the Company. In addition, there is no family relationship between Mr. Toussaint or Mr. Zhou and any director or executive officer of the Company. The Board deems Mr. Toussaint and Mr. Zhou the “independent directors” as defined by NASDAQ Rule 5605(a)(2) and Mr. Toussaint an “audit committee financial expert” as defined by NASDAQ Rule 5605(c)(2)(A).
In connection with his appointment, the Company entered into a director agreement with each of Mr. Toussaint and Mr. Zhou (the “Agreement”) on August 18, 2026. Under the terms of the Agreement, each of Mr. Toussaint and Mr. Zhou will receive a compensation in the amount of US$2,500 per month, payable quarterly, plus reimbursement of expenses. The Agreement imposes certain customary confidentiality and non-disclosure obligations on the director, customary for the agreements of this nature. The foregoing description is merely a summary of the Agreement and therefore does not purport to be complete and is qualified in its entirety by reference to the Agreement, a form of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| 2 |
EXHIBIT INDEX
| Number | Description of Exhibit | |
| 10.1 | Form of Director Agreement |
| 3 |
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.
Date: August 20, 2026
| Eastern international LTD. | ||
| By: | /s/ Albert Wong | |
| Name: | Albert Wong | |
| Title: | Chief Executive Officer | |
| 4 |
Exhibit 10.1
DIRECTOR AGREEMENT
This Director Agreement (the “Agreement’’) is made and entered into as of August 18, 2026 (the “Effective Date”), by and between Eastern International Ltd., a Cayman Islands company (the “Company”), and________, an individual (the “Director”).
I. SERVICES
1.1 Board of Directors. The Company has appointed the Director to the Company’s Board of Directors (the “Board”), a member of the ____ Committee, the _____ Committee and Chairman of the _____ Committee of the Board. Director agrees to perform such tasks as may be necessary to fulfill Director’s obligations as a member of the Board and serve as a director so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Memorandum and Articles of Association, Bylaws and any applicable stockholders’ agreement of the Company and until such time as he resigns, fails to stand for election, fails to be elected by the stockholders of the Company or is removed from his position. Director may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.
1.2 Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles of Association and Bylaws of the Company, serving on committees of the Board as appointed and such other services mutually agreed to by Director and the Company (the “Director Services”).
1.3 Member of Committees. Director agrees to serve as the Chairman of the _____Committee and a member of the _____ Committee and the _____Committee of the Board. The Company and the Director acknowledge that all official appointments to committees of the Board are made by the Board.
1.4 Expiration Date. This Agreement shall terminate upon the “Expiration Date”, which shall be the earlier of the date on which Director ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected by the stockholders of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.
II. COMPENSATION
2.1 Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.
2.2 Fees to Director. The Company agrees to pay Director a fee of $2,500 a month for Director Services, service as the Chairman of the ____Committee, a member of the _____ Committee and the ______Committee of the Board and other services mutually agreed by the parties. The fee to the Director shall be paid by the Company quarterly.
III. CONFIDENTIALITY AND NONDISCLOSURE
3.1 Confidentiality. During the term of this Agreement, and for a period of five (5) years after the Expiration Date, Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship with the Company (the “Confidential Information”).
3.2 Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform his obligations for the benefit of the Company hereunder. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information. Director will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as being specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.
3.3 Return of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such Company Property.
IV. COVENANTS OF DIRECTOR
4.1 No Conflict of interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person, firm, partnership, corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof. Director represents that nothing in this Agreement conflicts with Director’s obligations to his current affiliation or other current relationships with the entity or entities. A business shall be deemed to be “competitive with the Company” for purpose of this Article IV if and to the extent it engages in the business substantially similar to the Company’s businesses described in its annual report. The ownership by the Director of not more than 5% of a corporation, partnership or other enterprise shall not constitute a violation hereof.
4.2 Noninterference with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her or its employment, contractual or other relationship with the Company.
V. TERM AND TERMINATION
5.1 Term. This Agreement is effective as of the date first written above and will continue until the Expiration Date.
5.2 Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon.
5.3 Survival. The rights and obligations contained in Articles Ill and IV will survive any termination or expiration of this Agreement.
VI. MISCELLANEOUS
6.1 Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
6.2 No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
6.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address s either party may specify in writing.
6.4 Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
6.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company.
6.6 Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.
6.7 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.8 Governing Law. Any disputes arising from or in connection with this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of Cayman Islands applicable to agreements made and to be performed entirely in Cayman Islands.
(Signature pages to follow)
lN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Company: Eastern International Ltd. | Director: | |||
| By: | By: | |||
| Name: | Albert Wong, Chief Executive Officer | Name: | ||
| Address: | Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu Chuanhua Smart CenterScience and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China 31123 | Address: | ||