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 July 2026
Commission File Number: 001-41661
JIN MEDICAL INTERNATIONAL
LTD.
(Exact name of registrant as specified in its charter)
No. 33 Lingxiang Road, Wujin District
Changzhou City, Jiangsu Province
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
☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
Resignation and Appointment of Director
On July 9, 2026, Dr. Jiayuan (James) Tong notified
the board of directors (the “Board”) of Jin Medical International Ltd. (the “Company”) of his resignation as an
independent director of the Company, effective immediately. Dr. Tong also resigned as the Chairperson of the Nominating and Corporate
Governance Committee and as a member of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Dr. Tong’s resignation was not the result
of any disagreement with the Company relating to the Company’s operations, policies or practices.
On July 13, 2026, upon the recommendation of the Nominating and Corporate
Governance Committee, the Board appointed Mr. Ning Xue to serve as an independent director of the Company, effective July 14, 2026, to
fill the vacancy created by Dr. Tong’s resignation. The Board also appointed Mr. Xue to serve as Chairperson of the Nominating and
Corporate Governance Committee and as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee.
Mr. Xue is an entrepreneur. He founded Beijing
Taijibao Technology Co., Ltd. in August 2016 and has served as its CEO since. Beijing Taijibao Technology Co., Ltd. is a service provider
that provides SAAS platform. He founded an e-commerce company, Shitong United Trading Co., Ltd., in November 2014, and ran the company
until April 2016. From August 2011 to May 2015, he served as the CEO of Beijing Ronzhiyun Culture Co., Ltd., which is a company that manages
and promotes brand awareness for clients. Mr. Xue also previously served as an independent director of TIAN RUIXIANG Holdings Ltd. (formerly
listed on Nasdaq) from January 2025 until January 2026. He graduated from Beijing Technology and Business University in July 2011, majoring
in Business Management.
The Board has determined that Mr. Xue satisfies
the independence requirements of Nasdaq Listing Rule 5605(a)(2) and qualifies as an independent director. The Board has further determined
that Mr. Xue satisfies the additional independence requirements applicable to members of the Audit Committee under Rule 10A-3 under the
Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5605(c).
There are no family relationships between Mr. Xue and any director
or executive officer of the Company. There are no arrangements or understandings between Mr. Xue and any other persons pursuant to which
he was appointed as a director. There are no transactions between the Company and Mr. Xue requiring disclosure under Item 404 of Regulation
S-K of the Securities Act of 1933, as amended.
In connection with Mr. Xue’s
appointment as an independent director, the Company and Mr. Xue entered into an Independent Director Agreement and an
Indemnification Agreement. Pursuant to the Independent Director Agreement, Mr. Xue will serve as an independent director for an
initial term commencing on July 14, 2026 and ending on March 27, 2027, which may be renewed upon mutual agreement of the parties.
Mr. Xue will receive compensation of US$14,082 for his service during such term, payable in quarterly installments, and will be
entitled to reimbursement of reasonable expenses incurred in connection with the performance of his duties as an independent
director. Pursuant to the Indemnification Agreement, the Company has agreed to indemnify Mr. Xue, to the fullest extent permitted by
applicable law, against certain liabilities and expenses incurred in connection with claims arising from his service as a director
of the Company. The foregoing summary of the Director Agreement and Indemnification Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 hereto and
incorporated herein by reference.
This Report shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File
No. 333-288314) (the “Registration Statement”), and to be a part of the Registration Statement from the date on which this
Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Independent Director Agreement between the Company and Ning Xue |
| 10.2 |
|
Form of Indemnification Agreement between the Company and Ning Xue |
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, thereunto duly authorized.
| |
JIN MEDICAL INTERNATIONAL LTD. |
| |
|
| |
By: |
/s/ Erqi Wang |
| |
Name: |
Erqi Wang |
| |
Title: |
Chief Executive Officer and Director |
Date: July 15, 2026
