Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Mr. Heng Wang, the Co-Chief Executive Officer
of VisionSys AI Inc, a Cayman Islands company (the “Company”), resigned from his positions as the Co-Chief Executive Officer
of the Company and a director of the Board of Directors (the “Board”), effective on January 28, 2026. His resignation
was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.
Effective January 28, 2025, the Board appointed
Mr. Tianlong Wang as the Chief Executive Officer of the Company. The biographical information of Mr. Tianlong Wang is set forth below.
Mr. Tianlong Wang has held multiple positions
at Youngor Group Co., Ltd. since joining in 2009. Since 2018, he has served as vice general manager for the Beijing region, overseeing
regional operations and strategic implementation, achieving consecutive years of double-digit growth. His responsibilities include developing
regional strategies, leading digital transformation initiatives, managing financial budgets and risk, and coordinating brand promotion,
capital market activities, and government relations. From 2015 to 2018, he was regional sales director, directing the company’s
sales network in Beijing, expanding key clients and partnerships, and achieving over 35% growth in the company’s performance in
Beijing during tenure. Earlier, he served as senior account manager/regional manager at this company. He holds a Bachelor’s degree
in Software Engineering from Hebei University (2005–2009).
Mr. Tianlong Wang does not have a family relationship
with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two
years that would require disclosure under Item 404(a) of Regulation S-K.
On January 28, 2026, the Company amended (i) the
employment agreement (the “Employment Agreement”) and (ii) the director offer letter (the “Offer Letter”), each
dated December 5, 2025, between the Company and Mr. Tianlong Wang. The foregoing description of the Employment Agreement and the Offer
Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement and
the Offer Letter, which are filed as Exhibits 99.1 and 99.2 to this Report.
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.
Exhibit 99.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of January 28, 2026, by and between VisionSys AI Inc, a company incorporated
and existing under the laws of the Cayman Islands (the “Company”), and Tianlong Wang, an individual (the “Executive”).
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 direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies
(collectively, the “Group”).
RECITALS
WHEREAS, the Parties
desire to enter into this Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, including the agreements set forth below, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. POSITION
The Executive hereby accepts a position
of the Chief Executive Officer of the Company (the “Employment”).
2. TERM
Subject to the terms and conditions
of this Agreement, the initial term of the Employment shall be 1 year(s), commencing on January 28, 2026 (the “Effective Date”),
unless terminated earlier pursuant to the terms of this Agreement. The Company and the Executive may, by mutual written agreement, to
extend the term of the Employment.
3. PROBATION
No probationary period.
4. DUTIES AND RESPONSIBILITIES
The Executive’s duties at the
Company will include all jobs assigned by the Company’s Board of Directors (the “Board”) and/or the Chairman
of the Company.
The Executive shall devote all of his
working time, attention and skills to the performance of his duties at the Company and shall faithfully and diligently serve the Company
in accordance with this Agreement, the Memorandum and Articles of Association of the Company (the “Articles of Association”),
and the guidelines, policies and procedures of the Company approved from time to time by the Board.
5. NO BREACH OF CONTRACT
The Executive shall use his best efforts
to perform his duties hereunder. The Executive shall not, without prior consent of the Board, become an employee of any entity other than
the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that directly
or indirectly competes with the Group (any such business or entity a “Competitor”), provided that nothing in this clause shall
preclude the Executive from holding shares or other securities of any Competitor that is listed on any securities exchange or recognized
securities market anywhere, provided however, that the Executive shall notify the Company in writing prior to his obtaining a proposed
interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.
The Company shall have the right to require the Executive to resign from any board or similar body which he may then serve if the Board
reasonably determines in writing that the Executive’s service on such board or body interferes with the effective discharge of the
Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with
any business of the Company or any of its subsidiaries or affiliates.
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 that are required to be entered into by and between the Executive and any member
of the Group pursuant to applicable law of the jurisdiction where the Executive is based, 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; (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.
6. LOCATION
The Executive will be based in the United
States of America until both parties hereto agree to change otherwise. The Executive acknowledges that he may be required to travel from
time to time in the course of performing his duties for the Company.
7. COMPENSATION AND BENEFITS
| (a) | Compensation. The Executive’s compensation (inclusive
of the statutory welfare reserves that the Company is required to set aside for the Executive under applicable law) shall be provided
by the Company in a separate schedule A attached herein (“Schedule A”) or as specified in a separate agreement between the
executive and the company’s designated subsidiary or affiliated entity, subject to annual review and adjustment by the Company
or the compensation committee of the Board. The cash compensation may be paid by the Company, a subsidiary or affiliated entity
or a combination thereof, as designated by the Company from time to time. |
| (b) | Equity Incentives. To the extent the Company adopts
and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof. |
| (c) | Benefits. The Executive is eligible for participation
in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including,
but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan. |
8. TERMINATION OF THE AGREEMENT
| (a) | By the Company. The Company may terminate the Employment
for cause, at any time, without notice or remuneration, if the Executive (1) commits any serious or persistent breach or non- observance
of the terms and conditions of your employment; (2) is convicted of a criminal offence other than one which in the opinion of the Board
does not affect the executive’s position as an employee of the Company, bearing in mind the nature of your duties and the capacity
in which the executive is employed; (3) willfully disobeys a lawful and reasonable order; (4) misconducts himself and such conduct being
inconsistent with the due and faithful discharge of the Executive’s material duties; (5) is guilty of fraud or dishonesty; or (6)
is habitually neglectful in his/her duties. The Company may terminate the Employment without cause at any time with a 1-month prior written
notice to the Executive or by payment of 1 month’s salary in lieu of notice. |
| (b) | By the Executive. The Executive may terminate the
Employment at any time with a 1-month prior written notice to the Company. In addition, the Executive may resign prior to the expiration
of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by the Board. |
| (c) | Notice of Termination. Any termination of the Executive’s
employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party.
The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination. |
9. CONFIDENTIALITY AND NONDISCLOSURE
| (a) | Confidentiality and Non-disclosure. The Executive
hereby agrees at all times during the term of his employment and after termination, to hold in the strictest confidence, and not to use,
except for the benefit of the Group, or to disclose to any person, corporation or other entity without written consent of the Company,
any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential
information of the Group, its affiliates, their clients, customers or partners, and the Group’s licensors, including, without limitation,
technical data, trade secrets, research and development information, product plans, services, customer lists and customers (including,
but not limited to, customers of the Group on whom the Executive called or with whom the Executive became acquainted during the term
of his employment), supplier lists and suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures,
licensors, licensees, distributors and other persons with whom the Group does business, information regarding the skills and compensation
of other employees of the Group or other business information disclosed to the Executive by or obtained by the Executive from the Group,
its affiliates, or their clients, customers or partners either directly or indirectly in writing, orally or by drawings or observation
of parts or equipment, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing,
Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive. |
| (b) | Company Property. The Executive understands that all
documents (including computer records, facsimile and e- mail) and materials created, received or transmitted in connection with his work
or using the facilities of the Group are property of the Group and subject to inspection by the Group, at any time. Upon termination
of the Executive’s employment with the Company (or at any other time when requested by the Company), the Executive will promptly
deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written certification
of his compliance with this Agreement. Under no circumstances will the Executive have, following his termination, in his possession any
property of the Group, or any documents or materials or copies thereof containing any Confidential Information. |
| (c) | Former Employer Information. The Executive agrees
that he has not and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade
secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence information
acquired by Executive, if any, or (ii) bring into the premises of the Group any document or confidential or proprietary information belonging
to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Executive will
indemnify the Group and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’
fees and costs of suit, arising out of or in connection with any violation of the foregoing. |
| (d) | Third Party Information. The Executive recognizes
that the Group may have received, and in the future may receive, from third parties their confidential or proprietary information subject
to a duty on the Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
The Executive agrees that the Executive owes the Group and such third parties, during the Executive’s employment by the Company
and thereafter, a duty to hold all such confidential or proprietary 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 for the limited purposes permitted by, the Group’s agreement
with such third party. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches
this Section 9, the Company shall have right to seek remedies permissible under applicable law. |
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.
11. NOTIFICATION OF NEW EMPLOYER
In the event that the Executive leaves
the employ of the Company, the Executive hereby grants consent to notification by the Company to his new employer about his rights and
obligations under this Agreement.
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 merger, consolidation, or transfer or sale of all or substantially
all of the assets of the Company with or to any other individual(s) or entity, 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, other than any such agreement under any employment agreement entered into with
a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein.
The Executive acknowledges that he 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. REPRESENTATIONS
The Executive hereby agrees to execute
any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that
the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information
acquired by the Executive in confidence or in trust prior to his employment by the Company. The Executive has not entered into, and hereby
agrees that he will not enter into, any oral or written agreement in conflict with this Section 15. The Executive represents that the
Executive will consult his own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement
or any provisions hereunder.
16. GOVERNING LAW
This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
17. ARBITRATION
Any dispute arising out of, in connection
with or relating to, this Agreement shall be resolved through arbitration conducted in New York, New York before one arbitrator. The arbitration
shall be administered by Judicial Arbitration and Mediation Services, Inc. (the “JAMS”) pursuant to its Streamlined Arbitration
Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, nor shall this clause prohibit Company from
seeking injunctive relief in any court to enforce Sections 5 and 9 or any other applicable sections of this Agreement. The exclusive forums
for any such claim for injunctive relief shall be the state and federal courts located in the County of New York, New York.
18. 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.
19. 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.
20. 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.
21. 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.
22. NO INTERPRETATION AGAINST DRAFTER
Each party recognizes that this Agreement
is a legally binding contract and acknowledges that such party 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. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely
and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has ample opportunity to do so.
[Remainder of this page has been intentionally
left blank.]
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.
| VisionSys AI Inc |
|
| |
|
|
| By: |
/s/ Heng Wang |
|
| Name: |
Heng Wang |
|
| Title: |
Chief Executive Officer |
|
| Executive |
|
| |
|
|
| Signature: |
/s/ Tianlong Wang |
|
| Name: |
Tianlong Wang |
|
[Signature Page to Employment Agreement]
Schedule A
1. COMPENSATION
For the one-year service to be provided by the
Executive as Chief Executive Officer and Chairman of the Board, the Executive shall receive an annual base salary of US$50,000, payable
in accordance with the Company’s standard payroll practices.
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