6-K
Millennium Group International Holdings Ltd (MGIH)
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 April 2026
Commission File Number: 001-41673
Millennium Group International Holdings Limited
(Translation of registrant’s name into English)
Flat B-C, 1st Floor, Wang Kwong Industrial Building,
45 Hung To Road, Kwun Tong, Kowloon 999077
(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 ☐
Related Party Transaction
On April 9, 2026, the Hong Kong subsidiary of Millennium Group International Holdings Limited (“MGIH”), named Millennium Holdings International Limited (the “Company”) and Yee Cheong (1926) Enterprise Company Limited (“Yee Cheong”), a company incorporated in Hong Kong entered into a Loan Agreement (the “Loan Agreement”), pursuant to which Yee Cheong agreed to extend a loan of HKD 11,700,000 (approximately USD 1,493,300) to the Company. The Loan has a term of eight years commencing April 9, 2026 and ending April 8, 2034 and bears interest at an annual rate of 2.83%, payable monthly in arrears.
The ultimate beneficial shareholders of Yee Cheong (1926) Enterprise Company are the same six shareholders that hold YC 1926 (BVI) Limited, which is the majority shareholder of MGIH holding 10,000,000 ordinary shares, representing approximately 88.89% of the Company’s outstanding shares.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Loan Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
1
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Loan Agreement |
2
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.
| Millennium Group International Holdings Limited | ||
|---|---|---|
| Date: April 9, 2026 | By: | /s/ Ming Hung Lai |
| Name: | Ming Hung Lai | |
| Title: | Chairman |
3
Exhibit 10.1
LOAN AGREEMENT
This Agreement is entered into by and between the following parties on April 9^th^ 2026:
Lender (Party A):
Name: Yee Cheong (1926) Enterprise Company
Registered Address: Flat B-C, 1/F., Wang Kwong Industrial Building, 45 Hung To Road, Kwun Tong, Kowloon.
Borrower (Party B):
Name: MILLENNIUM HOLDINGS INTERNATIONAL LIMITED
Registered Address: Flat B-C, 1/F., Wang Kwong Industrial Building, 45 Hung To Road, Kwun Tong, Kowloon.
SECTION 1 LOAN BASIC INFORMATION
1. Loan Amount: HKD (11,700,000)
2. Loan Purpose: Working capital and general corporate purposes.
3. Loan Term: From April 9^th^ 2026 to April 8^th^ 2034
4. Interest Rate: annual rate of 2.83%, payable monthly in arrears.
5. Security: This Loan is unsecured.
SECTION 2 LOAN DISBURSEMENT AND PAYMENT
- Party A shall disburse the full loan amount to Party B’s designated account within 10 working days after this Agreement takes effect:
Account Name: Yee Cheong (1926) Enterprise Company Limited
Bank: The Hong Kong and Shanghai Banking Corporation Ltd
Account Number: 741-386338-838
SECTION 3 REPAYMENT METHOD
1. Installment repayment (specific terms: repay principal and interest monthly).
2. Repayment Account: Party B shall repay to Party A’s designated account:
Account Name: Millennium Holdings International Limited
Bank: Bank of China (Hong Kong)
Account Number: 012-875-2-040250-5
- Prepayment: Party B may prepay the Loan in whole or in part at any time without penalty, upon not less than five (5) business days’ prior written notice to Party A.
SECTION 4 DEFAULT LIABILITIES
- If Party B defaults on repayment, penalty interest shall be charged at HKMCI Prime Rate plus 6%.
SECTION 5 AMENDMENT AND TERMINATION
Any amendment to the terms of this Agreement shall require written consent from both parties.
Party A reserves the right to terminate this Agreement immediately and demand full repayment under the following circumstances:
Party B’s repayment is overdue for more than 60 days;
Party B’s operational deterioration or increased credit risk.
SECTION 6 DISPUTE RESOLUTION
Disputes arising from this Agreement shall be resolved through negotiation; if unresolved, submit to the courts of Hong Kong for resolution.
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
SECTION 7 REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other party as follows:
It is a company duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.
It has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
The execution, delivery, and performance of this Agreement do not conflict with or result in a breach of any law, regulation, or agreement to which it is a party or by which it is bound.
This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
SECTION 8 MISCELLANEOUS
This Agreement shall take effect upon signature and seal by both parties.
This Agreement is executed in 2 counterparts, with each party holding 1 copies, all having equal legal effect.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements relating thereto.
Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
Party A (Seal):
Signature of Legal Representative/Authorized Representative: Lai Yau Chi
Date: 9 April 2026
Party B (Seal):
Signature of Legal Representative/Authorized Representative: Lai Ming Hung Matthew
Date: 9 April 2026