Form 8-K

8-K — CIMG Inc.

Accession: 0001493152-26-042596

Filed: 2026-09-14

Period: 2026-09-08

CIK: 0001527613

SIC: 5900 (RETAIL-MISCELLANEOUS RETAIL)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001527613

2026-09-08

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 8, 2026

CIMG

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-39338

38-3849791

(State

or other jurisdiction

incorporation or organization

(Commission

File

(IRS

Employer

Identification

No.)

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 000

(Address

of principal executive offices)

852 70106695

(Registrant’s

telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.00001 par value

CIMG

OTCID

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation

of Changzheng Ye

September 8, 2026, Changzheng Ye resigned from the board of directors (the “Board”) of CIMG Inc. (the “Company”)

and from all committees of the Board on which he served, effective immediately. Mr. Ye advised the Company that his resignation

was for personal reasons and was not the result of any disagreement with the Company on any matter related to the operations, policies,

or practices of the Company.

Appointment

of Dongwei Li

September 10, 2026, the Board appointed Dongwei Li as an independent director of the Company, effective September 11, 2026, to fill the

vacancy created by Mr. Ye’s resignation. In connection with his appointment, Mr. Li was appointed to serve as a member and Chair

of the Audit Committee of the Board, effective September 11, 2026.

Mr.

Li, 35, has served as Co-Founder of Zeen Tendering and Procurement (Guangdong) Co., Ltd. since January 2021, where he participates

in strategic planning, business development and daily operations. From January 2015 to December 2020, Mr. Li served as Director of

Major Projects at Shenzhen Pagoda Industrial (Group) Corporation Limited, where he was responsible for the planning, advancement and

overall management of major investment and construction projects. Mr. Li received a Bachelor of Science degree in Computer Science

and Technology from Zhengzhou University in 2009. We believe that Mr. Li is qualified to serve on the Board because of his expertise

in strategic planning and corporate management.

There

are no arrangements or understandings between Mr. Li and any other person pursuant to which he was selected as a director of the Company.

There are no transactions involving Mr. Li that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

connection with his appointment, the Company entered into a director offer letter and an indemnification agreement with Mr. Li, each

dated September 11, 2026. Pursuant to the director offer letter, Mr. Li will receive cash compensation in the amount of $25,000

per year for his service as a director. The foregoing descriptions of the director offer letter and indemnification agreement do not

purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits

10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

Director Offer Letter, dated September 11, 2026, between CIMG Inc. and Dongwei Li

10.2

Indemnification Agreement, dated September 11, 2026, between CIMG Inc. and Dongwei Li

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

CIMG

Inc.

Dated:

September 14, 2026

By:

/s/

Jianshuang Wang

Name:

Jianshuang

Wang

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CIMG

Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 00000

+852

70106695

September

11, 2026

Mr.

Dongwei Li

c/o

CIMG Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 00000

Re:

Director

Offer Letter

Dear

Mr. Li

CIMG

Inc., a Nevada corporation (the “Company”), is pleased to offer you a position as a member of its board of directors

(the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward

to your participation on the Board.

Should

you choose to accept this position as a member of the Board, this letter agreement (this “Agreement”) shall constitute

an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the

Company.

Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence upon you being

elected to the Board. Subject to the Company’s bylaws and articles of incorporation, as amended, and the provisions in Section

8 below, your term shall continue until your successor is duly elected and qualified.

The

position shall be up for re-election each year at the annual shareholder’s meeting, and upon re-election, the terms and provisions

of this Agreement shall remain in full force and effect.

Services. You shall render services as a member of the Board and the Board committees set forth on Schedule A attached

hereto (hereinafter, your “Duties”). During the term of this Agreement, you shall attend and participate in such number

of meetings of the Board and of the Board committee(s) of which you are a member as regularly or specially called. You may attend and

participate at each such meeting via teleconference, video conference, or in person.

You

shall consult with the other members of the Board and Board committee(s) as necessary via telephone, electronic mail, or other forms

of correspondence.

Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached

hereto (hereinafter, the “Compensation”) for serving on the Board during your term as a director. You shall be reimbursed

for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without

the prior written consent of the Company.

Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below)

of the Company, and in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition.

For purposes of this Agreement the term “Confidential Information” means:

i. Any

information which the Company possesses that has been created, discovered, or developed by

or for the Company, and which has or could have commercial value or utility in the business

in which the Company is engaged; or

ii. Any

information which is related to the business of the Company and is generally not known by

non- Company personnel.

iii. Confidential

Information includes, without limitation, trade secrets and any information concerning services

provided by the Company, concepts, ideas, improvements, techniques, methods, research, data,

know-how, software, formats, marketing plans, general analyses, business plans and analyses,

strategies, forecasts, customer and supplier identities, characteristics and agreements.

CIMG

Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 00000

+852

70106695

b. Exclusions.

Notwithstanding the foregoing, the term “Confidential Information” shall

not include:

i. Any

information which becomes generally available to the public other than as a result of a breach

of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality

between the Company and you;

ii. Information

received from a third party in rightful possession of such information who is not restricted

from disclosing such information; and

iii. Information

known by you prior to receipt of such information from the Company, which prior knowledge

can be documented.

c. Documents.

You agree that, without the express written consent of the Company, you will not remove from

the Company’s premises, any notes, formulas, programs, data, records, machines, or

any other documents or items which in any manner contain or constitute Confidential Information,

nor will you make reproductions or copies of same.

You

shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s

demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.

d. Confidentiality.

You agree that you will hold in trust and confidence all Confidential Information and will

not disclose to others, directly or indirectly, any Confidential Information or anything

relating to such information without the prior written consent of the Company, except as

maybe necessary in the course of your business relationship with the Company.

You

further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary

in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination

of this Agreement.

e. Ownership.

You

agree that Company shall own all right, title, and interest (including patent rights, copyrights, trade secret rights, mask work rights,

trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all

inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas, and information made

or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties

(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company.

You

agree to assist the Company, at its expense, to further evidence, record and perfect such assignments or conveyances as may be necessary

in respect hereof, and to perfect, obtain, maintain, enforce, and defend any rights assigned or otherwise conveyed.

Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months

following termination of this Agreement for whatever reason, directly or indirectly, as owner, partner, joint venture, shareholder, employee,

broker, agent principal, corporate officer, director, licensor, or in any other capacity whatsoever, engage in, become financially interested

in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products

which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries

or affiliates in the People’s Republic of China and the United States; provided, however, that you may own securities of any public

company which is engaged in such business, but in an amount not to exceed at any one time, one percent of any class of stock or securities

of such company, so long as you has no active role in the publicly owned company as director, employee, consultant, or otherwise.

Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly

solicit for employment any individual who was an employee of the Company during your tenure.

Termination and Resignation. Your membership on the Board or on any Board committee shall be terminated upon your earlier disqualification,

removal, resignation, death, incapacity, or any other conditions as specified in the Company’s bylaws and articles of incorporation,

as amended.

Your

membership on the Board may be terminated as provided in the Company’s bylaws and articles of incorporation, as amended, and applicable

law. Your membership on any Board committee will be terminated on the same effective date when your membership on the Board is terminated.

You

may also terminate your membership on the Board or on any Board committee for any or no reason by delivering your written notice of resignation

to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no

time is specified, upon receipt of the notice of Resignation by the Company.

Upon

the effective date of the termination or Resignation, your right to compensation hereunder will be subject to the Company’s obligations

to pay you any compensation (including the vested portion of the securities of the Company) that you have already earned and to reimburse

you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination

or Resignation.

Any

securities of the Company that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

CIMG

Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 00000

+852

70106695

Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations

of the parties hereunder, shall be determined in accordance with the internal laws of the State of New York without regard to conflict

of laws provisions therein.

10.

Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject

matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term

of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties

hereto.

Waiver

of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the

same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance

by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such

provision or any other provision of this Agreement.

This

Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute

one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be

the same, and equally enforceable, as an original of such signature.

11.

Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and

against any expenses, including reasonable attorney’s fees, judgments, fines, settlements, and other legally permissible amounts

(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,

other than any such Losses incurred as a result of your negligence, fraud, bad faith, or willful misconduct.

The

Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending

any such proceeding to the maximum extent permitted by applicable law.

Such

costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition

of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing

the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under

applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable

judgment or settlement that you are not entitled to be indemnified by the Company.

12.

Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any

right for you as an employee of the Company.

13.

Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding,

conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.

[Signature

Page Follows]

CIMG

Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 00000

+852

70106695

This

Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

Sincerely,

CIMG

Inc.

/s/ Jianshuang Wang

By:

Jianshuang Wang

Title:

Chief Executive Officer

AGREED

AND ACCEPTED:

/s/ Dongwei Li

By:

Dongwei Li

CIMG

Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 00000

+852

70106695

Schedule

The

Director is offered to serve on the following Board committee(s):

Committee

Title

Audit

Committee

Chair

CIMG

Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 00000

+852

70106695

Schedule

Compensation

During

your term as a member of the Board, you will receive cash compensation in the amount of US$25,000 per year.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

INDEMNIFICATION

AGREEMENT

This

Indemnification Agreement (this “Agreement”), dated as of September 11, 2026, is made by and between CIMG Inc., a

Nevada corporation (the “Company”), and Dongwei Li (the “Indemnitee”), an “agent” (as

hereinafter defined) of the Company.

RECITALS

The Company recognizes that competent and experienced persons are reluctant to serve as directors or officers of public companies

unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs

and risks resulting from their service to such public companies, and due to the fact that the exposure frequently bears no reasonable

relationship to the compensation of such directors and officers;

The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting,

and therefore fail to provide such directors and officers with adequate, reliable knowledge of legal risks to which they are exposed

or information regarding the proper course of action to take;

The Company and the Indemnitee recognize that plaintiffs often seek damages in such large amounts and the costs of litigation may

be so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal

resources of directors and officers;

The Company believes that it is unfair for its directors and officers to assume the risk of huge judgments and other expenses which

may occur in cases in which the director or officer received no personal profit and in cases where the director or officer was not culpable;

The Company, after reasonable investigation, has determined that the liability insurance coverage presently available to the Company

may be inadequate to cover all possible exposure for which the Indemnitee should be protected. The Company believes that the interests

of the Company and its stockholders would best be served by a combination of such insurance and the indemnification by the Company of

the directors and officers of the Company;

Section 78.7502 of the Nevada Revised Statutes (“Section 78.7502”), under which the Company is organized, empowers the

Company to indemnify its officers, directors, employees and agents and to indemnify persons who serve, at the request of the Company,

as the directors, officers, managers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification

provided by Section 78.7502 is not exclusive;

The Board of Directors of the Company (the “Board”) has determined that contractual indemnification as set forth herein

is not only reasonable and prudent, but necessary to enhance the ability of the Company to retain and attract as directors and officers

the most capable persons, and therefore is in the best interests of the Company and its stockholders;

The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from

undue concern for claims for damages arising out of or related to such services to the Company; and

The Indemnitee is willing to serve, or to continue to serve, the Company, only on the condition that he or she is furnished the indemnity

provided for herein.

AGREEMENT

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties hereto, intending to be legally bound,

hereby agree as follows:

Definitions.

(a)

“Agent” of the Company means any person who is or was a director, officer, manager, employee or other agent of the Company

or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director, officer,

manager, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust or

other enterprise; or was a director, officer, manager, employee or agent of a foreign or domestic corporation which was a predecessor

corporation of the Company or a subsidiary of the Company; or was a director, officer, manager, employee or agent of another foreign

or domestic corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the

convenience of, or to represent the interests of such predecessor corporation.

(b)

“Expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, reasonable

attorneys’ fees and related disbursements, other out-of-pocket costs and reasonable compensation for time spent by the Indemnitee

for which he or she is not otherwise compensated by the Company or any third party, provided that the rate of compensation and estimated

time involved is approved by the Board, which approval shall not be unreasonably withheld), actually and reasonably incurred by the Indemnitee

in connection with the investigation, defense, settlement and/or appeal of a proceeding or establishing or enforcing a right to indemnification

under this Agreement, Section 78.7502 or otherwise, excluding the amount of any settlement, judgment, fine or penalty.

(c)

“Proceedings” shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration

and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative.

(d)

“Subsidiary” means any foreign or domestic corporation, partnership, limited liability company, joint venture, trust or other

enterprise of which more than 50% of the outstanding voting securities (or comparable interests) are owned directly or indirectly by

the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.

(e)

“Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent

of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority

to indemnify its directors, officers, managers, employees or agents, so that if the Indemnitee is or was a director, officer, manager,

employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,

officer, manager, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise,

the Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation

as the Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(f)

Miscellaneous. For purposes of this Agreement, “other enterprise” shall include employee benefit plans; references to “fines”

shall include any excise tax assessed with respect to any employee benefit plans; references to “serving at the request of the

Company” shall include any service as a director, officer, manager, employee or agent of the Company which imposes duties on, or

involves services by, such director, officer, manager, employee or agent with respect to an employee benefit plan, its participants,

or beneficiaries; and if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in the best interest

of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted in a manner “not

opposed to the best interests of the Company” as referred to in this Agreement.

Agreement to Serve.

The

Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at its will (or under separate agreement, if such agreement

now or hereafter exists), in the capacity Indemnitee currently serves (or in such other positions which he or she agrees to assume) as

an agent of the Company, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions

of the Bylaws of the Company, any subsidiary of the Company, or any applicable other foreign or domestic corporation, partnership, limited

liability company, joint venture, trust or other enterprise, or until such time as he or she tenders his or her resignation in writing,

provided, however, that nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment in

any capacity.

Indemnity in Third Party Proceedings.

The

Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any

proceeding (other than a proceeding by or in the name of the Company to procure judgment in its favor) by reason of the fact that the

Indemnitee is or was an agent of the Company, or by reason of any act or inaction by the Indemnitee in any such capacity, against any

and all expenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties),

actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding if the Indemnitee acted in good

faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect

to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

The

termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,

shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably

believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that the

Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Indemnity in Derivative Action.

The

Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to any proceeding by or in the

name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or

by reason of any action or inaction by the Indemnitee in any such capacity, against all expenses actually and reasonably incurred by

the Indemnitee in connection with the defense or settlement of such action or suit if the Indemnitee acted in good faith and in a manner

the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, except that no

indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudicated

by court order or judgment to be liable to the Company in the performance of the Indemnitee’s duty to the Company and its stockholders

unless and only to the extent that the court in which such action or proceeding is or was pending shall determine upon application that,

in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such

court shall deem proper.

Indemnification of Expenses of Successful Party.

the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 3 or

Section 4 or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all expenses actually and

reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of such proceeding.

Partial Indemnification.

the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses,

judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal

proceeding, but is not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the

Indemnitee for the portion of such expenses, judgments, fines or penalties to which the Indemnitee is entitled.

Advancement of Expenses.

Except

as otherwise provided herein, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation,

defense, settlement and/or appeal of any proceeding referred to in Section 3 or Section 4 hereof (including amounts actually paid in

settlement of any such action, suit or proceeding).

The

Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the

Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. The advances to be made hereunder

shall be paid by the Company to or on behalf of the Indemnitee promptly and in any event within thirty (30) days following delivery of

a written request therefor by the Indemnitee to the Company.

Notice and Other Indemnification Procedures.

(a)

Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee

shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify

the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish

Indemnitee’s indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as

a result thereof.

(b)

Any indemnification requested by the Indemnitee under Section 3 and/or 4 hereof shall be made no later than forty-five (45) days after

receipt of the written request of Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board by

a majority vote of a quorum thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such quorum

is not obtainable, at the election of the Company, either by independent legal counsel in a written opinion or by a panel of arbitrators,

one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two

arbitrators so selected, that the Indemnitee has or has not met the relevant standard for indemnification set forth in Section 3 and

4 hereof.

(c)

Notwithstanding a determination under Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to any specific

proceeding, the Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee’s

right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall

be on the Company. Neither the failure of the Company (including the Board or independent legal counsel or the panel of arbitrators)

to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances

because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board or

independent legal counsel or the panel or arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be

a defense to the action or create any presumption that the Indemnitee has or has not met the applicable standard of conduct.

(d)

The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section

8 so long as such claims and/or defenses of the Indemnitee were made or asserted in good faith.

Assumption of Defense.

the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate,

shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee

of written notice of its election to do so.

After

delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will

not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to

the same proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s

expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized by the Company, (b) the Indemnitee

shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such

defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses

of the Indemnitee’s counsel shall be at the expense of the Company.

The

Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending action, suit

or proceeding to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and

includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such

action, suit or proceeding.

Neither

the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Indemnitee may withhold consent to

any settlement that does not provide a complete and unconditional release of the Indemnitee.

10.

Insurance.

The

Company may, but is not obligated to, obtain directors’ and officers’ liability insurance (“D&O Insurance”)

with respect to which the Indemnitee is named as an insured. Notwithstanding any other provision of the Agreement, the Company shall

not be obligated to indemnify the Indemnitee for expenses, judgments, settlements, fines or penalties, which have been paid directly

to or on behalf of the Indemnitee by D&O Insurance.

the Company has D&O Insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of a

proceeding, the Company shall give notice of the commencement of such proceeding to the insurer in accordance with the procedures set

forth in the D&O Insurance policy.

The

Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all

amounts payable as a result of such proceeding in accordance with the terms of such policy.

11.

Exceptions.

Any

other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or

brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a

right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 78.7502 et seq., but

such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate;

(b)

Action for Indemnification. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted

by the Indemnitee to enforce or interpret this Agreement if the material assertions made by the Indemnitee in such proceeding were not

made in good faith or were frivolous; or

(c)

Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected

without the Company’s written consent, provided such consent shall not unreasonably withheld; or

(d)

Non-compete and Non-disclosure. To indemnify the Indemnitee in connection with proceedings or claims involving the enforcement of non-compete

and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements

the Indemnitee may be a party to with the Company, any subsidiary of the Company or any other applicable foreign or domestic corporation,

partnership, limited liability company, joint venture, trust or other enterprise, if any; or

(e)

Claims under Section 16(b). To indemnify the Indemnitee for expenses or the payment of profits arising from the purchase and sale by

the Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor

statute; or

(f)

Amounts Otherwise Covered. To indemnify the Indemnitee under this Agreement for any amounts indemnified by the Company other than pursuant

to this Agreement or amounts paid to or for the benefit of Indemnitee by D&O Insurance pursuant to Section 10 hereof.

12.

Nonexclusivity.

The

provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of, but shall be

in addition to and shall not be deemed to diminish or otherwise restrict, any other rights which the Indemnitee may have under any provision

of law, the Company’s Articles of Incorporation or Bylaws, in any court in which a proceeding is brought, the vote of the Company’s

stockholders or disinterested directors, other agreements or otherwise, both as to action in his or her official capacity and to action

in another capacity while occupying his or her position as an agent of the Company.

the extent applicable law or the Company’s Articles of Incorporation or Bylaws permit greater indemnification than as provided

for in this Agreement, the parties hereto agree that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such

law or provision of such Articles of Incorporation or Bylaws, and this Agreement shall be deemed amended without any further action by

the Company or Indemnitee to grant such greater benefits so afforded by such law or provision of such Articles of Incorporation or Bylaws.

13.

Settlement.

The

Company shall not settle any proceeding in any manner that would impose any fine or other obligation on Indemnitee without the Indemnitee’s

written consent. Neither the Company nor Indemnitee will unreasonably withhold consent to any proposed settlement.

14.

Subrogation.

the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery

of the Indemnitee, who shall execute all documents required and shall do all acts that may reasonably be necessary to secure such rights

and to enable the Company to effectively bring suit to enforce such rights.

15.

Severability.

Nothing

in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable

law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach

of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 15.

this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall

nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated,

and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

16.

Modification and Waiver.

supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No

waiver of any of the provisions to this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether

or not similar) nor shall such waiver constitute a continuing waiver.

17.

Duration of Agreement; Successor and Assigns.

This

Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee shall have ceased to

serve as a director of the Company, or (b) one (1) year after the final termination of any proceeding then pending in respect of which

Indemnitee is granted rights of indemnification or advancement of expenses hereunder and of any proceeding commenced by Indemnitee pursuant

to this Agreement relating thereto.

The

indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon, inure to

the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect

successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall

continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other enterprise, and

shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal

representatives.

18.

Notice.

All

notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered

by hand and receipted for by the party addressee, (ii) if mailed by certified or registered mail with postage prepaid, on the third business

day after the mailing date, or (iii) if transmitted electronically by a means by which receipt thereof can be demonstrated.

19.

Supersedes Prior Agreement.

This

Agreement supersedes any prior indemnification agreement between Indemnitee and the Company or its predecessors.

20.

Interpretation of Agreement.

is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee

to the fullest extent now or hereafter permitted by law.

21.

Service of Process and Venue.

For

purposes of any claims or proceeding to enforce this agreement, the Company consents to the jurisdiction and venue of any federal or

state court of competent jurisdiction in the state of Nevada, and waives and agrees not to raise any defense that any such court is an

inconvenient forum or any similar claim.

22.

Governing Law.

This

Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed

and interpreted in accordance with the laws of the State of Nevada, without giving effect to principles of conflict of law.

[Signature

Page Follows]

The

parties hereto have executed this Agreement effective as of the day and year set forth on the first page of this Agreement.

CIMG INC.

By:

/s/ Jianshuang

Wang

Name:

Jianshuang

Wang

Title:

Chief

Executive Officer

Indemnitee:

/s/ Dongwei

Name:

Dongwei

Address:

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