Business Context and Reporting Period
This Form 6-K filing by Millennium Group International Holdings Ltd covers the month of September 2026. The report details a material related party transaction involving the disposal of a subsidiary and the restructuring of intercompany debt.
Key Financial Metrics and Transaction Details
The filing does not provide consolidated revenue, profit, cash flow, or margin data for the reporting period. It focuses exclusively on the following transaction metrics:
- Asset Disposal: Sale of 100% of Millennium Printing International Limited for HKD 14,800,000 (approx. USD 1,897,436).
- Debt Assumption: Release of HKD 35,429,804 (approx. USD 4,542,283) in intercompany liabilities owed by the subsidiary.
- Consideration Structure:
- HKD 16,380,000 (approx. USD 2,100,000) satisfied via set-off of existing loans owed to the buyer.
- HKD 19,049,804 (approx. USD 2,442,283) to be paid in cash (HKD 14,471,348 within one month; HKD 4,578,456 within six months).
- Loans Discharged: A HKD 11,700,000 loan (2.83% interest) and a USD 600,000 non-interest bearing loan.
Material Changes
The primary material change is the divestiture of Millennium Printing International Limited, a subsidiary engaged in paper-based packaging trading. This transaction results in the removal of the subsidiary's assets and liabilities from the Company's consolidated balance sheet upon completion. Additionally, specific intercompany loans between the Company's holding entities and the buyer will be extinguished.
Outlook, Risks, and Related Party Matters
Related Party Transaction: The buyer, Yee Cheong (1926) Enterprise Company Limited, is a related party. Its ultimate beneficial shareholders are the same six individuals who hold approximately 88.89% of the Company's outstanding ordinary shares via YC 1926 (BVI) Limited.
Governance: The transaction was reviewed by the Audit Committee (composed solely of independent directors) and approved by disinterested directors. Interested directors abstained from voting.
Conditions and Risks: Completion is subject to customary conditions, including corporate and regulatory approvals. The filing notes that the description is qualified by the full terms of the Share Purchase Agreement and Deed of Debt Assumption filed as Exhibits 10.1 and 10.2.
Investor Verification Checklist
- Verify the final closing date and confirmation that all regulatory approvals have been obtained.
- Confirm the exact cash receipt schedule for the HKD 19,049,804 portion of the debt assumption payment.
- Review the full text of Exhibits 10.1 and 10.2 for any covenants or conditions not summarized in this report.
- Assess the impact of removing the packaging trading subsidiary on the Company's future revenue streams and operational focus.