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 January 2026
Commission
File Number: 001-39803
Meiwu
Technology Company Limited
(Translation
of registrant’s name into English)
Unit
304-3, No.19, Wanghai Road, Siming District
Xiamane,
Fujian, People’s Republic of China
(Address
of principal executive office)
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 ☐
Departure
of Directors and Officer
On
January 27, 2026, Ms. Qiulan Li, a director of Meiwu Technology Company Limited’s (the “Company”), resigned
from her position due to personal reasons, effective immediately.
On
January 27, 2026, Ms. Qiufei Chen, a director and chief operation officer of the Company, resigned from her positions due to personal
reasons, effective immediately.
On
January 29, 2026, Ms. Peiqun Lin, a director of the Company, resigned from her position due to personal reasons, effectively immediately.
The
resignation of Ms. Li, Ms. Chen and Ms. Lin were not the result of any disagreements with the Company on any matter related to the operations,
policies, or practices of the Company.
Appointment
of Certain Officers and Directors
The
Board appointed Mr. Handy Wijaya as the Co-Chief Executive Officer of the Company, effective on January 29, 20226. The biographical information
of Mr. Handy Wijaya is set forth below.
Mr.
Handy Wijaya, aged 39, has extensive experience in marketing, brand promotion, and business management, with a focus on media communications
and consumer engagement in Southeast Asia. Since January 2021, Mr. Wijaya has served as Marketing & Communications Director of PT.
Virus Kreatif Indonesia, an Indonesia-based company engaged in marketing communications, where he oversees the development and execution
of marketing campaigns across social media platforms and key opinion leader (KOL) networks. From January 2019 to December 2021, Mr. Wijaya
served as Brand Promotion Manager of Nanyang Bridge Media (Indonesia), a media communications company, where he was responsible for formulating
and implementing brand promotion initiatives in target markets. Mr. Wijaya received a bachelor’s degree in marketing from the University
of Jakarta in 2007.
Mr.
Handy Wijaya 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.
The
Company entered into an employment agreement (the “Employment Agreement”) with Mr. Handy Wijaya, which establishes
other terms and conditions governing his service to the Company. He will receive an annual base salary of $150,000 for his services
as the Co-Chief Executive Officer. The Employment Agreement is filed hereto as Exhibit 10.1.
The
Board appointed Mr. Yan Siook Yi as a director of Board, effective on January 29, 2026. Mr. Yi will also serve as the chairman of the
audit committee, a member of the compensation committee, and a member of the nominating and corporate governance committee. The biographical
information of Mr. Yan Siook Yi is set forth below.
Mr.
Yan Siook Yi, aged 50, has extensive experience in accounting, audit, and financial planning and analysis. From July 2022 to October
2025, Mr. Yan served as Financial Planning & Analysis Manager of Siti Haliza & Associates, a Malaysia-based firm providing financial
planning, analysis, and advisory services, where he was responsible for leading financial planning initiatives, conducting business performance
analysis, and providing data support for management decision-making. From March 2018 to June 2022, Mr. Yan served as Audit Manager of
Megat Faizal Musa & Co., a Malaysia-based audit and accounting firm, where he was responsible for managing audit engagements for
corporate clients and supervising audit teams. Mr. Yan received a bachelor’s degree in accounting from the University of Malaya
in 1997.
Mr.
Yan Siook Yi 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 Item404(a) of Regulation S-K.
In
connection with the vacancies resulted from the resignation of directors, the Board also appointed Mr. Hanwu
Yang, a current director of the Board, as the chairman of nominating and corporate governance committee, a member of the audit committee
and a member of the compensation committee, effective on January 29, 2026.
The
Company entered into an offer letter (the “Offer Letter”) with Mr. Yan Siook Yi. He will not receive compensation
for his services as a director of the Board. The Offer Letter is filed hereto as Exhibit 10.2.
EXHIBIT
INDEX
| Number |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
The Employment Agreement, dated January 29, 2026 by and between the Company and Handy Wijaya |
| 10.2 |
|
The Offer Letter, dated January 29, 2026 by and between the Company and Yan Siook Yi |
SIGNATURE
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 hereunto duly authorized.
| |
Meiwu
Technology Company Limited |
| |
|
|
| |
By:
|
/s/
Zhichao Yang |
| |
|
Zhichao
Yang |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
February 2, 2026 |
|
|
Exhibit
10.1
EMPLOYMENT
AGREEMENT
This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 29, 2026 (the “Effective Date”),
by and between Meiwu Technology Company Limited, incorporated under the laws of the British Virgin Islands (the “Company”)
and Handy Wijaya, an individual (the “Executive”). Except with respect to the direct employment of the Executive by
the Company, 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 subsidiaries and affiliated entities (collectively, the “Group”).
RECITALS
A.
The Company desires to employ the Executive as its Co-Chief Executive Officer and to assure itself of the services of the Executive during
the term of Employment (as defined below).
B.
The Executive desires to be employed by the Company as its Co-Chief Executive Officer during the term of Employment and upon the terms
and conditions of this Agreement.
AGREEMENT
The
parties hereto agree as follows:
The
Executive hereby accepts a position of Co-Chief Executive Officer (the “Employment”) of the Company.
Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be 1 year commencing on the Effective Date, unless
terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically if neither the Company nor the
Executive provides a notice of termination of the Employment to the other party or otherwise proposes to re-negotiate the terms of the
Employment with the other party within one month prior to the expiration of the applicable term.
| 3.
|
DUTIES
AND RESPONSIBILITIES |
| |
(a) |
The
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”). |
| |
|
|
| |
(b) |
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 of Association and the Articles of Association
of the Company, as amended and restated from time to time (the “Charter of Documents”), and the guidelines, policies
and procedures of the Company approved from time to time by the Board. |
| |
|
|
| |
(c) |
The
Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written 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 engages in the same business in which the Company engages (any such business
or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding any
shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere.
The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details
and particulars as the Company may reasonably require |
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 entered into by and between the
Executive and any member of the Group pursuant to applicable law, 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.
The
Executive will be based in China. The Company reserves the right to transfer or send the Executive to any location in China or elsewhere
in accordance with its operational requirements.
| 6.
|
COMPENSATION
AND BENEFITS |
| |
(a) |
Base
Salary. The Executive’s initial base salary shall be two hundred thousand U.S. Dollars $150,000 per year, paid in periodic
installments in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review
and adjustment by the Board. |
| |
(b) |
Bonus.
The Executive shall be eligible for Bonuses determined by the Board. |
| |
(c) |
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 as determined by the Board. |
| |
(d) |
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. |
| |
(e) |
Expenses.
The Executive shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses
incurred by the Executive in the performance of his duties under this Agreement; provided that he properly accounts for such expenses
in accordance with the Company’s policies and procedures. |
| 7.
|
TERMINATION
OF THE AGREEMENT |
(i)
For Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration
is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law),
if:
(1)
the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement,
(2)
the Executive has been grossly negligent or acted dishonestly to the detriment of the Company,
(3)
the Executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues
after the Executive is afforded a reasonable opportunity to cure such failure; or
(4)
the Executive violates Section 8 or 10 of this Agreement.
Upon
termination for cause, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However,
the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the
Executive’s right to all other benefits will terminate, except as required by any applicable law.
(ii)
For death and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice
or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with
applicable law), if:
(1)
the Executive has died, or
(2)
the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders
the Executive unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation,
for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period
would apply.
Upon
termination for death or disability, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination.
However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination,
and the Executive’s right to all other benefits will terminate, except as required by any applicable law.
(iii)
Without Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon
termination without cause, the Company shall provide the following severance payments and benefits to the Executive: (1) a lump sum cash
payment equal to 3 months of the Executive’s base salary as of the date of such termination; (2) a lump sum cash payment equal
to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums
for continued health benefits under the Company’s health plans for 3 months fo1lowing the termination, if any; and (4) immediate
vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.
Upon
termination without, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination.
(iv)
Change of Control Transaction. If the Company or its successor terminates the Employment upon 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 (the “Change of
Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination:
(1) a lump sum cash payment equal to 3 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary
in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump
sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; (3) payment
of premiums for continued health benefits under the Company’s health plans for 3 months fo1lowing the termination; and (4) immediate
vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.
| |
(b) |
By
the Executive. The Executive may terminate the Employment at any time with a one-month prior written notice to the Company, if
(1) there is a material reduction in the Executive’s authority, duties and responsibilities, or (2) there is a material reduction
in the Executive’s annual salary. Upon the Executive’s termination of the Employment due to either of the above reasons,
the Company shall provide compensation to the Executive equivalent to 3 months of the Executive’s base salary that he is entitled
to immediately prior to such termination. In addition, the Executive may resign prior to the expiration of the Agreement if such
resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to 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. |
| 8.
|
CONFIDENTIALITY
AND NONDISCLOSURE |
| |
(a) |
Confidentiality
and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment and after its termination, to
hold in the strictest confidence, and not to use, except for the benefit of the Company, 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 Company, its affiliates, or their respective clients,
customers or partners, including, without limitation, technical data, trade secrets, research and development information, product
plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas,
technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers,
joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills
and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the
Executive from the Company, its affiliates, or their respective clients, customers or partners either directly or indirectly in writing,
orally or otherwise, 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 Company are property of the Company and subject
to inspection by the Company, 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 her possession any property of the Company, or any documents or materials
or copies thereof containing any Confidential Information. |
| |
(c) |
Former
Employer Information. The Executive agrees that he or she 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
Company 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 Company 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 Company may have received, and in the future may receive, from third parties
their confidential or proprietary information subject to a duty on the Company’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 Company 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 Company’s agreement with such third party. |
This
Section 8 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company
shall have right to seek remedies permissible under applicable law.
| 9.
|
CONFLICTING
EMPLOYMENT. |
The
Executive hereby agrees that, during the term of his employment with the Company, he or she will not engage in any other employment,
occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during
the term of the Executive’s employment, nor will the Executive engage in any other activities that conflict with his obligations
to the Company without the prior written consent of the Company.
| 10.
|
NON-COMPETITION
AND NON-SOLICITATION |
In
consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the
term of the Employment and for a period of one year following the termination of the Employment for whatever reason:
| |
(a) |
The
Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive
in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities
which will harm the business relationship between the Company and such persons and/or entities; |
| |
(b) |
unless
expressly consented to by the Company, the Executive will not assume employment with or provide services as a director or otherwise
for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and |
| |
(c) |
unless
expressly consented to by the Company, the Executive will not seek, directly or indirectly, by the offer of alternative employment
or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination,
or in the year preceding such termination. |
The
provisions contained in Section 11 are considered reasonable by the Executive and the Company. In the event that any such provisions
should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application
reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.
This
Section 11 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 11, the Executive
acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for
specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall
have right to seek all remedies permissible under applicable law.
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.
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 Change of Control Transaction,
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.
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.
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. The Executive acknowledges that
he or she 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.
|
GOVERNING
LAW; JURISDICTION |
This
Agreement shall be governed by and construed in accordance with the laws of the State of New York.
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.
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.
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.
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.
| 20.
|
NO
INTERPRETATION AGAINST DRAFTER |
Each
party recognizes that this Agreement is a legally binding contract and acknowledges that it, he or she 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.
[Remainder
of this page has been intentionally left blank.]
IN
WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| |
Meiwu
Technology Company Limited |
| |
|
|
| |
By: |
/s/
Changbin Xia |
| |
Name: |
Changbin
Xia |
| |
Title: |
Chairman
of the Board |
| |
Executive |
| |
|
|
| |
Signature:
|
/s/
Handy Wijaya |
| |
Name: |
Handy
Wijaya |
| |
Title: |
Co-Chief
Executive Officer |
