Millennium Group to sell packaging unit for HKD 14.8M

Rhea-AI Filing Summary

Millennium Group International Holdings Ltd (MGIH) disclosed that its indirect Hong Kong subsidiary, Millennium Strategic International Limited, agreed on August 27, 2026 to sell all shares of Millennium Printing International Limited, a paper-based packaging trading business, to Yee Cheong (1926) Enterprise Company Limited for HKD 14,800,000 in cash. At completion, Millennium Strategic will release Millennium Printing from HKD 35,429,804 of intercompany liabilities, with Yee Cheong agreeing to pay the same amount, partly via set-off of shareholder loans to Millennium Holdings and partly in deferred cash installments. Yee Cheong is a related party whose ultimate beneficial shareholders also control YC 1926 (BVI) Limited, which holds 10,000,000 ordinary shares, or about 88.89% of MGIH’s outstanding ordinary shares. The audit committee of independent directors reviewed the transaction and it was approved by disinterested directors. Completion remains subject to customary corporate and regulatory approvals.

Key Figures

Share purchase price: HKD 14,800,000 Intercompany liabilities released: HKD 35,429,804 Loans set off: HKD 16,380,000 +5 more

8 metrics

Share purchase price HKD 14,800,000 Cash consideration for all issued shares of Millennium Printing International Limited

Intercompany liabilities released HKD 35,429,804 Liabilities of Millennium Printing to be released at completion

Loans set off HKD 16,380,000 Portion of HKD 35,429,804 consideration satisfied by set-off of loans owed to Yee Cheong

Cash portion of debt consideration HKD 19,049,804 Amount payable in cash for the debt assumption, in two installments after completion

First cash installment HKD 14,471,348 Due within one month after completion under the deed of debt assumption, set-off and release

Second cash installment HKD 4,578,456 Due within six months after completion under the same deed

April 9, 2026 loan amount HKD 11,700,000 Loan to Millennium Holdings to be discharged via set-off, bearing 2.83% annual interest

Majority shareholder holdings 10,000,000 ordinary shares (88.89%) YC 1926 (BVI) Limited’s shareholding in MGIH

Key Terms

related party, intercompany liabilities, set-off, ultimate beneficial shareholders, +1 more

5 terms

related party financial

"Yee Cheong is a related party of the Company."

A related party is a person or organization with close ties to a company — for example major shareholders, board members, executives, their family, or businesses they control — that can influence decisions or enter into transactions with the company. Investors watch related‑party dealings because they can create conflicts of interest or non‑market terms that affect fairness, the company’s finances and transparency; think of it like buying or selling something to a family member rather than on the open market.

intercompany liabilities financial

"Millennium Strategic will release Millennium Printing from HKD 35,429,804 of intercompany liabilities"

set-off financial

"deed of debt assumption, set-off and release"

A set-off is a legal or contractual right to cancel or reduce two parties' mutual debts by netting them against each other so only the balance is payable. It works when each party both owes and is owed money under agreements that allow netting; the smaller obligation is deducted from the larger instead of making two separate payments. Whether set-off can be used depends on the contract terms and applicable law—requirements often include that the obligations are mutual, due, and certain, and some insolvency or regulatory rules can restrict or prohibit set-off.

ultimate beneficial shareholders financial

"Its ultimate beneficial shareholders are the same six shareholders"

disinterested directors regulatory

"it was approved by the disinterested directors, the interested directors having declared"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What business is MGIH (MGIH) selling in this 6-K?

MGIH is selling all issued shares of Millennium Printing International Limited, a Hong Kong company engaged in the trading of paper-based packaging, to Yee Cheong (1926) Enterprise Company Limited under a share purchase agreement dated August 27, 2026.

What is the sale price for Millennium Printing disclosed by MGIH (MGIH)?

The agreed sale price is HKD 14,800,000, approximately USD 1,897,436, payable in cash to Millennium Strategic International Limited for all of the issued shares of Millennium Printing International Limited.

How are intercompany liabilities handled in MGIH’s (MGIH) transaction?

At completion, Millennium Strategic will release Millennium Printing from HKD 35,429,804 (about USD 4,542,283) of intercompany liabilities. Yee Cheong will pay the same amount to Millennium Strategic through a combination of loan set-off and scheduled cash payments.

What loans are being set off in the MGIH (MGIH) related party deal?

The set-off covers a HKD 11,700,000 loan dated April 9, 2026 bearing 2.83% annual interest, and a USD 600,000 loan dated April 1, 2026 bearing no interest. Upon set-off, both loans are discharged in full and their agreements terminate.

Why is the buyer considered a related party to MGIH (MGIH)?

Yee Cheong is a related party because its ultimate beneficial shareholders are the same six shareholders who own YC 1926 (BVI) Limited, the majority shareholder of MGIH, which holds 10,000,000 ordinary shares, or about 88.89% of MGIH’s outstanding ordinary shares.

How was the related party transaction approved at MGIH (MGIH)?

The transaction was reviewed by MGIH’s audit committee, composed solely of independent directors, which recommended it to the board. It was then approved by the disinterested directors, after interested directors declared their interests and abstained from voting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 06:31 AM EDT Accepted by SEC EDGAR 09/01/2026 - 06:30 AM EDT Learn about SEC filing dates

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 September 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 ☐

Disposal of Subsidiary and Related Party Transaction

On August 27, 2026, Millennium Strategic International Limited (“Millennium Strategic”), an indirect wholly owned Hong Kong subsidiary of Millennium Group International Holdings Limited (the “Company”), entered into a share purchase agreement with Yee Cheong (1926) Enterprise Company Limited (“Yee Cheong”), a company incorporated in Hong Kong, to sell all of the issued shares of Millennium Printing International Limited (“Millennium Printing”), a Hong Kong company engaged in the trading of paper-based packaging, for a cash purchase price of HKD 14,800,000 (approximately USD 1,897,436). Completion is subject to customary conditions, including receipt of all required corporate and regulatory approvals.

On the same date, Millennium Strategic and Yee Cheong entered into a deed of debt assumption, set-off and release, to which Millennium Holdings International Limited (“Millennium Holdings”), the immediate holding company of Millennium Strategic, has given its written consent. At completion, Millennium Strategic will release Millennium Printing from HKD 35,429,804 (approximately USD 4,542,283) of intercompany liabilities, and in consideration Yee Cheong will pay Millennium Strategic the same amount, of which HKD 16,380,000 (approximately USD 2,100,000) will be satisfied by setting off loans owed to Yee Cheong by Millennium Holdings and HKD 19,049,804 (approximately USD 2,442,283) will be paid in cash, as to HKD 14,471,348 within one month after completion and HKD 4,578,456 within six months after completion.

The loans to be set off are a loan of HKD 11,700,000 made on April 9, 2026, bearing interest at an annual rate of 2.83%, which the Company reported on Form 6-K furnished on April 9, 2026, and a loan of USD 600,000 made on April 1, 2026, bearing no interest. Upon the set-off both loans will be discharged in full and the related loan agreements will terminate.

Yee Cheong is a related party of the Company. Its ultimate beneficial shareholders are the same six shareholders that hold YC 1926 (BVI) Limited, the majority shareholder of the Company, holding 10,000,000 ordinary shares, representing approximately 88.89% of the Company’s outstanding ordinary shares. The audit committee of the Company, which is composed solely of independent directors, reviewed the transaction and recommended it to the board of directors, and it was approved by the disinterested directors, the interested directors having declared their interests and abstained from voting.

US dollar amounts are given at an exchange rate of USD 1.00 = HKD 7.8. The foregoing descriptions do not purport to be complete and are qualified in their entirety by the terms and conditions of the share purchase agreement and the deed of debt assumption, set-off and release, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Share Purchase Agreement, dated August 27, 2026, between Millennium Strategic International Limited and Yee Cheong (1926) Enterprise Company Limited
10.2		Deed of Debt Assumption, Set-off and Release, dated August 27, 2026, between Millennium Strategic International Limited and Yee Cheong (1926) Enterprise Company Limited

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: September 1, 2026	By:	/s/ Ming Hung Lai
	Name:	Ming Hung Lai
	Title:	Chairman

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 SHARE PURCHASE AGREEMENT, DATED AUGUST 27, 2026, BETWEEN MILLENNIUM STRATEGIC IN 52.9 KB
• EX-10.2 DEED OF DEBT ASSUMPTION, SET-OFF AND RELEASE, DATED AUGUST 27, 2026, BETWEEN MIL 40.8 KB