Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
On January 29, 2026, Mr. Chan Siu Leung, Gary
notified Wellchange Holdings Company Limited (the “Company”) of his resignation as Chief Financial Officer, effective upon
the Board of Directors approving the Company’s acceptance of his resignation notice, which occurred on February 1, 2026.
On February 1, 2026, the Board of Directors, Nominating
Committee, and the Compensation Committee approved by resolutions and confirmed the appointment of Ms. Lau Cheuk Wing as Chief Financial
Officer of the Company, with a monthly compensation of HKD$30,000.00. Ms. Lau entered into an employment
agreement with the Company on February 2, 2026, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
The biographical information of Ms. Lau Cheuk
Wing is set forth below:
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 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement
(the “Agreement”) is made and entered into on February 2, 2026 by and between Lau Cheunk Wing (the “Executive”)
and Wellchange Holdings Company Limited, a Cayman Islands company (the “Company”).
WHEREAS, the Company and the
Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with the Company
starting on the date hereof.
NOW, THEREFORE, in consideration
of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Article I. Employment; Responsibilities;
Compensation
Section 1.01 Employment. Subject
to ARTICLE III, the Company hereby agrees to employ Executive and Executive hereby agrees to be employed by the Company, in accordance
with this Agreement, commencing on February 2, 2026, and continuing until terminated by either party giving 60 days of written notice
to the other party that it or she, as applicable, does not wish to continue this Agreement (the “Term”). Executive’s
continued employment shall be in accordance with and governed by this Agreement, unless modified by the parties to this Agreement in writing.
Section 1.02 Responsibilities; Loyalty
(a) Subject to the terms
of this Agreement, Executive is employed in the position of Chief Financial Officer of the Company, and shall perform the functions and
responsibilities of that position. Additional or different duties may be assigned by the Company from time to time. Executive’s
position, job descriptions, duties and responsibilities maybe modified from time to time in the sole discretion of the Company.
(b) Executive shall devote
the whole of Executive’s professional time, attention and energies to the performance of Executive’s work. Executive agrees
to comply with all policies of the Company, if any, in effect from time to time, and to comply with all laws, rules and regulations, including
those applicable to the Company.
Section 1.03 Compensation and Benefits.
As consideration for the services and covenants described in this Agreement, the Company agrees to compensate Executive in the following
manner:
(a) Base
Salary. The Executive will be compensated a salary of HKD$30,000.00 per month. The Compensation shall also be subject to
the approval of Company’s Board of Directors and/or Compensation Committees.
(b) Vacation. Up
to 20 working days per year. Executive may not carry over any unused vacation from prior years. All the unused vacation will not reimburse.
(c) Sick Leave. Absence
due to personal illness, excluding pregnancy, shall be allowed up to ten (10) working days per calenda year, and shall not be accumulative
from year to year.
(d) Payment of all compensation
to Executive shall be made in accordance with the terms of this Agreement, applicable state or federal law, and applicable Company policies
in effect from time to time, including normal payroll practices, and shall be subject to all applicable withholdings and taxes.
Section 1.04 Business Expenses.
The Company shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing
his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation
as the Company may reasonably require.
Section 1.05 Clawback. Any compensation
paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such compensation, if
(a) such recovery and repayment is required by applicable law or (b) either in the year such compensation is paid, or within the three
(3) year period thereafter the Company is required to prepare an accounting restatement due to material noncompliance of the Company with
any financial reporting requirement under applicable securities laws and the Executive is either (i) a named executive officer or (ii)
an employee who is responsible for preparation of the Company’s financial statements. The parties agree that the repayment obligations
set forth in this Section 1.05 shall only apply to the extent repayment is required by applicable law, or to the extent the Executive’s
compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement
or correction of any inaccurate financial statements or materially inaccurate performance metric criteria.
Article II. Confidential Information; Post-Employment
Obligations; Company Property
Section 2.01 Company Property. As
used in this Article II, the term the “Company” refers to the Company and each of its direct and indirect subsidiaries. All
written materials, records, data and other documents relating to Company business, products or services prepared or possessed by Executive
during Executive’s employment by the Company are the Company’s property. All information, ideas, concepts, improvements, discoveries
and inventions that are conceived, made, developed or acquired by Executive individually or in conjunction with others during Executive’s
employment (whether during business hours and whether on Company’s premises or otherwise) that relate to Company business, products
or services are the Company’s sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other documents, data or materials of any type embodying such information, ideas,
concepts, improvements, discoveries and inventions are Company property. At the termination of Executive’s employment with the Company
for any reason, Executive shall return all of the Company’s documents, data or other Company property to the Company.
Section 2.02 Confidential Information;
Non-Disclosure.
(a) Executive acknowledges
that the business of the Company is highly competitive and that the Company will provide Executive with access to Confidential Information.
Executive acknowledges that this Confidential Information constitutes a valuable, special and unique asset used by the Company in its
business to obtain a competitive advantage over competitors. Executive further acknowledges that protection of such Confidential Information
against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. Executive agrees
that Executive will not, at any time during or after Executive’s employment with the Company, make any unauthorized disclosure of
any Confidential Information of the Company, or make any use thereof, except in the carrying out of Executive’s employment responsibilities
to the Company. Executive also agrees to preserve and protect the confidentiality of third party Confidential Information to the same
extent, and on the same basis, as the Company’s Confidential Information.
(b) For purposes hereof,
“CONFIDENTIAL INFORMATION” includes all non-public information regarding the Company’s business operations and methods,
existing and proposed investments and investment strategies, financial performance, compensation arrangements and amounts (whether relating
to the Company or to any of its employees), contractual relationships, business partners and relationships (including customers and suppliers),
strategies, business plans and other confidential information that is used in the operation and business dealings of the Company, regardless
of the medium in which any of the foregoing information is contained, so long as such information is actually confidential and proprietary
to the Company.
Section 2.03 Non-Solicitation of
Executives. For a period of six (6) months following the Termination Date, Executive will not, either directly or indirectly, call
on, solicit or induce any other executive or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or
association with in the course of employment with the Company to terminate his employment, and will not assist any other person or entity
in such a solicitation; PROVIDED, HOWEVER, that with respect to soliciting any executive or officer whose employment was terminated by
the Company or its affiliates, or general solicitations for employment not targeted at current officers or employees of the Company or
its affiliates, the foregoing restriction shall not apply.
Article III. Termination of Employment
Section 3.01 Termination of Employment.
(a) General:
The rights of Executive upon termination will be governed by this ARTICLE III.
(b) Definitions:
For purposes hereof:
(i) “CAUSE” shall
include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than a failure
resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days after receipt
of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that is materially injurious
to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment of Executive with a crime
involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud, misappropriation or personal dishonesty;
or (E) a material breach by Executive of any provision of this Agreement that is materially injurious to the Company and that remains
uncorrected for 10 days following written notice of such breach by the Company to Executive identifying the provision of this Agreement
that Company determined has been breached. For purposes of (C) and (D), if the criminal charge is subsequently dismissed with prejudice
or the Executive is acquitted at trial or on appeal then the Executive will be deemed to have been terminated without Cause.
(ii) “CHANGE OF CONTROL”
means the occurrence of any one or more of the following events that occurs after the Effective Date:
1) Any “person”
(as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE ACT”))
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control
shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which
the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares
entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the
election of directors; or
2) The consummation of (A)
a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger
or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more
than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors, (B) a sale
or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution of the Company.
(iii) “GOOD REASON”
shall mean one or more of the following conditions arising not more than six months before Executive’s termination date without
Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B) assignment by the Board or a duly
authorized committee thereof to Executive of any duties that materially and adversely alter the nature or status of Executive’s
position, job descriptions, duties, title or responsibilities from those of a President and Chief Executive Officer, or eligibility for
Company compensation plans; (C) requirement by the Company for Executive to relocate to a primary place of business which is more than
50 miles away from the Executive’s primary place of business as of the Effective Date of this Agreement; or (D) a material reduction
in Executive’s Base Salary in effect at the relevant time. Notwithstanding anything herein to the contrary, Good Reason will exist
only if Executive provides notice to the Company of the existence of the condition otherwise constituting Good Reason within 90 days of
the initial existence of the condition, and the Company fails to remedy the condition on or before the 30th day following its receipt
of such notice.
(iv) Involuntary Termination.
For purposes of this Agreement, “Involuntary Termination” shall mean either: a termination without Cause or a termination
for Good Reason. In no event will it be deemed an independent and sufficient basis for an Involuntary Termination
(c) Involuntary
Termination.
(i) Involuntary
Termination After Change in Control. If, prior to the expiration of the Employment Period and within two (2) months following a Change
in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.01.b.iv), then the Company will pay “Change
in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances).
The Change in Control Severance Benefits will be a payment (less applicable withholdings and deductions) equivalent to 2 months of Executive’s
Base Salary (as in effect immediately prior to the Change in Control, or the date of the termination of Executive’s employment,
whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment.
(ii) Involuntary Termination
— No Change in Control. If, prior to the expiration of the Employment Period, no Change in Control has occurred in the preceding
two (2) months and Executive is subject to an Involuntary Termination (as defined in Section 3.01.b.iv), then the Company will pay “Severance
Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Severance Benefits
will be a payment (less applicable withholdings and deductions) equivalent to 2 months of Executive’s Base Salary as in effect immediately
prior to the date of Executive’s termination of employment, payable as a single lump sum within 74 days of the termination of Executive’s
employment.
(iii) Determination of Good
Reason. In order for Executive to terminate for Good Reason, (i) Executive must notify the Board, in writing, within ninety (90) days
of the event constituting Good Reason of Executive’s intent to terminate employment for Good Reason, that specifically identifies
in reasonable detail the facts and events that the Executive believes constitute Good Reason; (ii) the event must remain uncured for thirty
(30) days following the date that Executive notifies the Board in writing of Executive’s intent to terminate employment for Good
Reason (the “Notice Period”), and; (iii) the termination date must occur within sixty (60) days after the expiration of the
Notice Period.
(d) Voluntary Resignation;
Termination For Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for
Good Reason during the period following a Change in Control) or (ii) by the Company for Cause, then Company shall have no duty to make
any payments or provide any benefits to Executive pursuant to this Agreement other than the amount of Executive’s Base Salary and
Over-Time Allowance, if any, accrued through the Termination Date. The use of the term “Cause” in Section 3.01.b.i
in no way limits the right of the Company to terminate Executive’s employment pursuant to the provisions of this Article III. The
Company must notify the Executive, in writing, that the Executive is being terminated for Cause, and such notice shall identify in reasonable
detail the facts and events that the Company believes constitute Cause.
(e) Accrued Wages;
Expenses. Without regard to the reason for, or the timing of, Executive’s termination of employment: (i) the Company will
pay Executive any unpaid Base Salary and Over-Time Allowance due for periods prior to the Termination Date, and; (ii) following submission
of proper expense reports by Executive, the Company will reimburse Executive for all expenses reasonably and necessarily incurred by Executive
in connection with the business of the Company prior to the Termination Date. These payments will be made promptly upon the Termination
Date and within the period of time mandated by law, subject to provisions set forth herein.
Article IV. Miscellaneous
Section 4.01 Notices. All notices
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic mail, or
facsimile transmission.
Section 4.02 Severability and Reformation.
If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and
effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained
in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall
be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable
law as it shall then appear.
Section 4.03 Assignment. This
Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns
and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject
to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the
Company may assign this Agreement to any successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume
the obligations of the Company hereunder.
Section 4.04 Amendment. This
Agreement may be amended only by writing signed by Executive and by the Company.
Section 4.05 GOVERNING LAW. THIS
AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO RULES
RELATING TO CONFLICTS OF LAW.
Section 4.06 Jurisdiction. Each
of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in
NEW YORK in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives
any objection to venue in NEW YORK. In addition, each of the parties hereto hereby waives trial by jury in connection with any claim or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 4.07 Entire Agreement. This
Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes in all
respects any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and Executive
with respect to such subject matter, including the Employment Agreement.
Section 4.08 Counterparts; No Electronic
Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. For purposes of
determining whether a party has signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
signature on a paper document or a facsimile transmission of a handwritten original signature will constitute a signature, notwithstanding
any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.
Section 4.09 Construction. The
headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting
this Agreement. The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not
strictly for or against the Company or Executive. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.”
[signature page follows]
IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on the date first written above:
| |
Wellchange Holdings Company Limited |
| |
|
| |
Signature: |
/s/ Shek Kin Pong |
| |
Name: |
Shek Kin Pong |
| |
Title: |
Chairman of the Board |
| |
|
|
| |
Executive |
| |
|
| |
Signature: |
/s/ Lau Cheuk Wing |
| |
Name: |
Lau Cheuk Wing |
[Signature Page to Employment Agreement]
