{"url_path":"/sec/ambr/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 ****DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1697818/0001104659-26-060362-index.html","accession_number":"0001104659-26-060362","cik":"0001697818","ticker":"AMBR","issuer_name":"Amber International Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1697818/0001104659-26-060362-index.html","primary_entity_key":"0001697818","primary_entity_name":"Amber International Holding Ltd"},"word_count":7097,"has_tables":true,"body_markdown":"**ITEM 6.****DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\nA.Directors and Senior Management\n\n**Directors and Executive Officers**\n\nThe following table sets forth information regarding our directors and executive officers as of the date of this annual report.\n\n**Directors and Executive Officers**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position/Title**\n\n** **\n\nMichael Wu\n\n​\n\n37\n\n​\n\nChairman of the Board and Chief Executive Officer\n\n​\n\nBo Shen\n\n​\n\n62\n\n​\n\nDirector\n\n​\n\nVicky Wang\n\n​\n\n35\n\n​\n\nPresident and Director\n\n​\n\nWayne Huo\n\n​\n\n37\n\n​\n\nDirector\n\n​\n\nYi Bao\n\n​\n\n36\n\n​\n\nChief Product Officer and Director\n\n​\n\nJie Jiao\n\n​\n\n45\n\n​\n\nDirector\n\n​\n\nLub Bun Chong\n\n​\n\n59\n\n​\n\nDirector\n\n​\n\nPhilip Kan\n\n​\n\n70\n\n​\n\nDirector\n\n​\n\nWing Wai Winson Ip\n\n​\n\n47\n\n​\n\nDirector\n\n​\n\nJosephine Ngai Yuk Chun\n\n​\n\n50\n\n​\n\nChief Financial Officer\n\n​\n\n​\n\n*Mr. Michael Wu* has served as our chief executive officer since August 2025 and our chairman of the board of directors since March 2025. Mr. Wu is a co-founder of Amber Group and has served as its chief executive officer since the founding of Amber Group, and as a director of Amber DWM since February 2024. Prior to founding Amber Group, Mr. Wu served as a portfolio manager at Arete Capital Partners from March 2017 to December 2017. Prior to that, he served as an FX & rates trader at Morgan Stanley from June 2013 to February 2017. Mr. Wu received his bachelor’s degree in economics from Dartmouth College in 2013.\n\n*Mr. Bo Shen* has served as our director since December 2025. Mr. Shen has extensive experience in supporting blockchain startups and advancing transparent and efficient systems globally. Mr. Shen has been a Founding and Managing Partner at Fenbushi Capital, a Shanghai venture capital firm investing in blockchain companies, since October 2015. Prior to that, Mr. Shen had over two decades of experience in financial services and investment fields, including senior leadership roles in Raymond James Financial Inc., MCI, China Orient Asset Management Company, and DACx, among others. Mr. Shen holds a bachelor’s degree from the University of Shanghai for Science and Technology and a Master’s degree from the Georgia Institute of Technology.\n\n81\n\n[Table of Contents](#TOC)\n\n*Ms. Vicky Wang* has served as our director and President since August 2025. Ms. Wang has extensive expertise in digital wealth management, financial consulting, and investment strategy across both traditional and digital markets. She has been a partner of Amber Group since 2023, leading its digital wealth management business and overseeing global sales, marketing, and investor relations. She played a pivotal role in building Amber Premium, shaping its service model and market positioning. From 2021 to 2023, Ms. Wang served as Sales Team Leader at Amber Group, driving its revenue growth and advancing key partnerships. Prior to joining Amber Group, Ms. Wang gained extensive investment experience at leading financial institutions, covering both primary and secondary market and serving top global clients and institutions on investment and financing opportunities. Ms. Wang received her master’s degree in business administration from Imperial College London.\n\n*Mr. Wayne Huo* has served as our director since March 2025. Mr. Huo served as our chief executive officer from March 2025 to August 2025. Mr. Huo is a co-founder of Amber Group and served as its chief operating officer since the founding of Amber Group until March 2025. Mr. Huo has been an independent director of Aether Holdings, Inc. (NASDAQ: ATHR) since December 2025. Prior to founding Amber Group, Mr. Huo served as an FX option trader at Morgan Stanley from February 2014 to August 2015. Mr. Huo received his bachelor’s degree in applied mathematics, finance & economics from University of Toronto in 2012 and his master’s degree in mathematical finance from New York University in 2013.\n\n*Mr. Yi Bao* has served as our chief product officer since September 2025, and director since December 2025. Mr. Bao has extensive experience in crypto-related financial products, OTC trading and payment, business operations and strategic partnership. Mr. Bao served as Chief Business Officer of Amber Premium from March 2025 to August 2025. He joined Amber Group as a strategic development director in 2020, and was subsequently promoted to a partner and has become a managing partner of Amber Group since April 2025. Prior to joining Amber Group, Mr. Bao served as an operation director and business development manager at TIDEiSun Group and as an analyst at GSR Capital. Mr. Bao received his bachelor’s degree in mechanical engineering from Tsinghua University in 2012, and his dual bachelor’s degree in economics from Peking University in 2014. He also received a Ph.D. in mechanical engineering from Tsinghua University in 2018.\n\n*Ms. Jie Jiao* has served as our director since July 2025. Ms. Jiao has extensive experience in initial public offerings, private equity financing and corporate legal affairs. Ms. Jiao currently serves as an adviser to Play for Dream Inc. She is an independent non-executive director of China Sunshine Paper Holdings Company Limited (2002.HK), TradeGo Fintech Limited (8017.HK), LVGEM (China) Real Estate Investment Limited (0095.HK), Palasino Holdings Limited (2536.HK), EPI (Holdings) Limited (0689.HK) and Tianli Holdings Group Limited (0117.HK). Ms. Jiao is also an independent director of Quhuo Limited (NASDAQ: QH). Ms. Jiao received her bachelor of laws degree and bachelor of economics degree from Peking University. Ms. Jiao also received her degree of Magister Juris from University of Oxford. Ms. Jiao is a CFA charterholder, a member of CPA Australia and obtained the Legal Professional Qualification Certificate from the Ministry of Justice of the PRC.\n\n*Mr. Lub Bun Chong* has served as our director since July 2019. Mr. Chong is currently a partner of C Consultancy Limited, a Hong Kong-based corporate and financial advisory firm which specializes in the advertising, digital and media sectors of China and Southeast Asia. Prior to founding C Consultancy Limited, he was the chief financial officer and the director of mergers and acquisitions of Clear Media (00100.HK), and the chief financial officer of Focus Media (002027.SZ). Mr. Chong previously worked at PricewaterhouseCoopers in China, Hong Kong and Singapore during the 1990s. Mr. Chong is the author of “Managing a Chinese Partner” (published by Palgrave Macmillan) and a contributor of China articles to reputable publications. Mr. Chong received his bachelor’s degree of accountancy from National University of Singapore and his MBA degree with merit from Manchester Business School. Mr. Chong is a chartered accountant in Singapore.\n\n*Mr. Philip Kan* has served as our director since January 2021. Mr. Kan has extensive experience in management, finance, banking, capital market, information technology, risk management, corporate governance and corporate development. Mr. Kan has been the responsible officer, director and the senior management of several financial institutions regulated by SFC since 2003. Mr. Kan was the founder and a director of Galileo Capital Group Ltd (HKEX:8029) from July 2000 to October 2008, a boutique corporate finance house providing services in co-sponsoring IPOs, shares placement, M&A, assets management and financial advisory. Prior to founding Galileo Capital Group Ltd, Mr. Kan held senior positions in a number of prominent companies. Mr. Kan was the senior vice president for First Pacific Bank Limited, oversees the centralized banking services units (i.e. processing support units) and the Information Technology Division of the Bank. Prior to that, Mr. Kan was the manager of Systems & Operations at HSBC from 1987 to 1992. Mr. Kan also held various management positions at the AIG Finance (HK) Ltd, General Electric Co and Bank of America earlier in his career. In July 2022, Mr. Kan was awarded Medal of Honour (M.H.) by the Hong Kong S.A.R. government. Mr. Kan received his MBA degree from Henley Management College, Brunel University in the United Kingdom.\n\n82\n\n[Table of Contents](#TOC)\n\n*Mr. Wing Wai Winson Ip* has served as our director since June 2024. Mr. Ip has more than 20 years of experience in financial and operational management, compliance and ESG management, investment, merger and acquisition, investor relations, accounting and auditing. Currently, he is an independent non-executive director and the chairperson of the audit committee of Deewin Tianxia Co., Ltd (2418.HK) from 2021. He was an independent non-executive director and an audit committee member of 8088 Investment Holdings Limited (8088.HK) from 2020 to 2022. He served as an executive director of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (8095.HK) and then served as a non-executive director of Beijing Beida Jade Bird Universal Sci-Tech Company Limited from 2018 to 2021. He has held multiple leadership positions, including as the chief financial officer at Sincere Watch (Hong Kong) Limited (0444.HK) from 2020 to 2021, the chief financial officer and company secretary of Huili Resources (Group) Limited (1303.HK) from 2011 to 2019, and the vice president of King Stone Energy Group Limited (663.HK) from 2010 to now. He had also worked at KPMG. Mr. Ip obtained his bachelor of business administration in accounting from The Hong Kong University of Science and Technology in 2000 and is currently a member of the Hong Kong Institute of Certified Public Accountants.\n\n*Ms. Josephine Ngai Yuk Chun* has served as our chief financial officer since March 2024. Before that, Ms. Ngai was our vice president, finance and group financial controller. Ms. Ngai has been an independent director of Man Shun Group (Holdings) Limited (1746.HK) since June 2024. Prior to joining us, Ms. Ngai served in auditing capacity at Big Four accounting firm and senior management roles in conglomerates listed on the Hong Kong Stock Exchange. She received a bachelor’s degree in accounting from the Hong Kong Polytechnic University and an EMBA degree from the Chinese University of Hong Kong. Ms. Ngai is a Member of the Hong Kong Institute of Certified Public Accountants.\n\n**Employment Agreements and Indemnification Agreements with Executive Officers**\n\nWe have entered into employment agreements with each of our executive officers.\n\nTerm and Termination\n\nPursuant to these agreements, we will be entitled to terminate a senior executive officer’s employment for cause at any time without remuneration for certain act of dishonesty, serious misconduct or any other act that justifies immediate dismissal of the officer, or if that officer is precluded by law from performing his duty as an officer. We may also terminate a senior executive officer’s employment by giving three months’ prior written notice or three months’ salary if the senior executive officer is not qualified for his or her position after we provide relevant training to him or her. A senior executive officer may terminate his or her employment at any time by giving three months’ prior written notice.\n\nConfidentiality; IP\n\nEach executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information, including but not limited to, trade secrets, any information concerning the process, system, data, financials, dealings or other confidential business information. The executive officers have also agreed that all intellectual property rights which they conceive, develop, write or otherwise created in the course of their employment, whether during or outside normal working hours, will be vested solely in us, and the officers will, at our request and expense, execute such assignments and assurances as may be reasonably necessary to perfect our ownership of those rights.\n\nNon-Competition and Non-Solicitation\n\nIn addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and at least for six months following the last date of employment, unless otherwise agreed. Specifically, during such term each executive officer has agreed not to (i) directly or indirectly engage or involve in any business which is in competition with us; (ii) directly or indirectly canvass or solicit from our clients any goods or services similar to ours; and (iii) entice, endeavor to entice, persuade or procure away any of our employees.\n\n83\n\n[Table of Contents](#TOC)\n\nIndemnification Agreements\n\nWe have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by them in connection with claims made by reason of their being a director or officer of our company.\n\nB.Compensation of Directors and Executive Officers\n\nFor the year ended December 31, 2025 we paid an aggregate of approximately US$1.6 million in cash to our executive officers, and we paid an aggregate of approximately US$0.1 million to our non-executive directors. Subject to the requirements under the applicable laws, we have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.\n\nShare Incentive Plans\n\n2018 Plan\n\nUnder the 2018 Plan, the maximum number of ordinary shares that may be issued to the beneficiaries is 2,398,137. As of March 31, 2026, nil options were outstanding.\n\nThe following paragraphs describe the principal terms of the 2018 Plan.\n\nType of Awards. The 2018 Plan permits the award of options to purchase our ordinary shares.\n\nAward Agreement. Any award granted under the 2018 Plan is evidenced by an award agreement that sets forth terms, conditions and limitations on such award, which may include the number of options awarded, the exercise price, the vesting schedule, the provisions applicable in the event of the grantee’s employment or service terminates, among others. We may amend or delete the terms of any award from time to time, provided that no such amendment shall impair the rights and benefits of any participant without his or her consent.\n\nEligibility. We may grant awards to employees of our company or any of our subsidiaries.\n\nVesting Schedule. Unless otherwise stated in respective grants, subject to forfeiture and arrangement on termination of employment or service, 25% of the share options shall be vested at the one-year anniversary of the grant date and 1/36 of the remaining 75% of the shares options shall be vested per month thereafter. In the event a take-over offer is made to our ordinary shares, we will use our best endeavors to procure that such take-over offer be extended to any ordinary shares that may be allotted pursuant to the exercise of unexercised share options.\n\nExercise of Options. Vested options will become exercisable during the first five business days of January, April, July and October until the termination date of the 2018 Plan, subject to other terms and conditions provided in the relevant award agreements. Once all the preconditions are met, a participant may exercise options in whole or in part by giving written notice of exercise to us specifying information such as the number of shares to be purchased.\n\nTransfer Restrictions. The participant will not be permitted to transfer, assign, dispose of, or create or purport to create any encumbrances over any option. In principle, all options shall be exercisable only by the participants. Any such transfer, assignment, disposal or encumbrance or purported encumbrance shall result in the automatic cancellation of the option.\n\nTermination and amendment of the 2018 Plan. Our board of directors may amend or discontinue the 2018 Plan, provided that such amendment or termination shall not impair the rights of a participant under any award without such participant’s consent.\n\n84\n\n[Table of Contents](#TOC)\n\nPost-IPO Plan\n\nOur Post-IPO Plan, previously named as 2017 Share Incentive Plan, which became effective in December 2017, is to promote the success of our business. On September 22, 2018, August 31, 2020, February 26, 2021, December 31, 2021, and May 16, 2025, our board of directors approved an increase of 1,500,000 Class A ordinary shares, 1,000,000 Class A ordinary shares, 1,000,000 Class A ordinary shares, 1,500,000 Class A ordinary shares, 5,000,000 Class A ordinary shares, respectively, to the award pool under the Post-IPO Plan. As a result, the maximum aggregate number of Class A ordinary shares available for all awards under the Post-IPO Share Incentive Plan will initially be 11,000,000 Class A ordinary shares, plus an annual increase for each fiscal year during the term of the Post-IPO Plan commencing with the fiscal year beginning January 1, 2026, by an amount equal to (i) 0.5% of the total number of Class A shares issued and outstanding on the last day of the immediately preceding fiscal year, or (ii) such number of Shares as may be determined by the Board, the size of the award pool to be equitably adjusted in the event of any share dividend, subdivision, reclassification, recapitalization, split, reverse split, combination, consolidation or similar transactions. All of such shares will be Class A ordinary shares. As of March 31, 2026, the award pool under the Post-IPO Plan is 14,256,145 Class A ordinary shares. As of March 31, 2026, 332,375 Class A ordinary shares are outstanding under our Post-IPO Plan, representing the shares underlying the unvested 15,500 restricted Class A ordinary shares units, vested and unexercised options to purchase 95,060 Class A ordinary shares, and unvested options to purchase 221,815 Class A ordinary shares units.\n\nThe following paragraphs describe the principal terms of the Post-IPO Plan.\n\nTypes of Awards. The Post-IPO Plan permits the awards of options, restricted shares and restricted share units.\n\nPlan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the Post-IPO Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.\n\nAward Agreement. Awards granted under the Post-IPO Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\nEligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries.\n\nVesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\nExercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.\n\nTransfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.\n\nTermination and amendment of the Post-IPO Plan. Unless terminated earlier, the Post-IPO Plan has a term of ten years. Our board of directors has the authority to amend or terminate the plan subject to shareholder approval to the extent necessary to comply with applicable law. Shareholder approval is required for any amendment to the Post-IPO Plan that (i) increases the number of shares available under the Post-IPO Plan, or (ii) permits the plan administrator to extend the term of the Post-IPO Plan or the exercise period for an option beyond ten years from the date of grant.\n\n85\n\n[Table of Contents](#TOC)\n\nThe following table summarizes, as of March 31, 2026, the outstanding restricted share units granted under the Post-IPO Plan to our directors, executive officers and other grantees.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Ordinary Shares**\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n​\n\n**Underlying**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Outstanding**\n\n​\n\n**Exercise Price**\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n​\n\n**Restricted Share Units**\n\n​\n\n**(US$/Share)**\n\n​\n\n**Grant Date**\n\n​\n\n**Expiration Date**\n\nWing Wai Winson Ip\n\n \n\n*\n\n \n\nNil\n\n​\n\nJune 24, 2024\n\n​\n\nJune 24, 2034\n\nJosephine Ngai Yuk Chun\n\n \n\n*\n\n \n\nNil\n\n​\n\nApril 1, 2023\n\n​\n\nDecember 11, 2027\n\n*Less than 1% of our total outstanding ordinary shares.\n\nThe following table summarizes, as of March 31, 2026, the outstanding options granted under the Post-IPO Plan to our directors, executive officers and other grantees.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Ordinary Shares**\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n​\n\n**Underlying**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Outstanding**\n\n​\n\n**Exercise Price**\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n​\n\n**Options**\n\n​\n\n**(US$/Share)**\n\n​\n\n**Grant Date**\n\n​\n\n**Expiration Date**\n\nGrantees\n\n \n\n*\n\n \n\nNil\n\n​\n\nDecember 22, 2025\n\n​\n\nDecember 22, 2035\n\n*Less than 1% of our total outstanding ordinary shares.\n\nEach option, RSU and any other equity award of iClick that is outstanding and unexercised immediately prior to time as the Merger becomes effective, whether or not vested or exercisable, shall remain outstanding and shall remain subject to the terms and conditions of (a) the 2018 Share Incentive Plan, or (b) the Post-IPO Plan, as applicable, and any relevant award agreements applicable to such equity plans.\n\nC.Board Practices\n\nOur board of directors consists of nine directors, including executive directors and non-executive directors. Pursuant to our tenth amended and restated memorandum and articles of association, the size of our board of directors shall be limited to nine. Please refer to “Item 3. Key Information—D. Risk Factors—Risks Related to Our American Depositary Shares—As a company incorporated in the Cayman Islands, we have adopted certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance requirements.” The powers and duties of our directors include convening general meetings and reporting our board’s work at our shareholders’ meetings, declaring dividends and distributions, determining our business and investment plans, appointing officers and determining the term of office of the officers, preparing our annual financial budgets and financial reports, formulating proposals for the increase or reduction of our authorized capital as well as exercising other powers, functions and duties as conferred by our articles of association. Our directors may exercise all the powers of our company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.\n\nA director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with us is required to declare the nature of his interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.\n\n86\n\n[Table of Contents](#TOC)\n\n**Committees of the Board of Directors**\n\nWe are a foreign private issuer (as such term is defined in Rule 3b - 4 under the Exchange Act), and our ADSs are listed on the Nasdaq Global Market. Under Section 5615 of the Nasdaq Stock Market Rules, Nasdaq-listed companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by Nasdaq with limited exceptions. Please refer to “Item 3. Key Information—D. Risk Factors—Risks Related to Our American Depositary Shares—As a company incorporated in the Cayman Islands, we have adopted certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance requirements.” We have established an audit committee, a compensation committee, a corporate governance and nominating committee, and an investment committee under the board of directors. We have adopted a charter for each of the audit committee, compensation committee, corporate governance and nominating committee, and investment committee. Each committee’s members and functions are described below.\n\nAudit Committee Our audit committee consists of Wing Wai Winson Ip, Lub Bun Chong, and Philip Kan, and is chaired by Wing Wai Winson Ip. Wing Wai Winson Ip, Lub Bun Chong, and Philip Kan each satisfy the “independence” requirements of the Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A 3 under the Exchange Act. We have determined that each of Wing Wai Winson Ip and Lub Bun Chong qualify as “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:\n\n●\n\nselecting the independent registered public accounting firm and pre-screening all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;\n\n●\n\nreviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;\n\n●\n\nreviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;\n\n●\n\ndiscussing the annual audited financial statements with management and the independent registered public accounting firm;\n\n●\n\nreviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;\n\n●\n\nannually reviewing and reassessing the adequacy of our audit committee charter;\n\n●\n\nmeeting separately and periodically with management and the independent registered public accounting firm; and\n\n●\n\nreporting regularly to the board of directors.\n\nCompensation Committee Our compensation committee consists of Michael Wu, Yi Bao and Jie Jiao, and is chaired by Michael Wu. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee is responsible for, among other things:\n\n●\n\nreviewing the total compensation package for our executive officers and making recommendations to the board with respect to it;\n\n●\n\nreviewing the compensation of our directors and making recommendations to the board with respect to it; and\n\n●\n\nperiodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.\n\n87\n\n[Table of Contents](#TOC)\n\nCorporate Governance and Nominating Committee Our corporate governance and nominating committee consists of Philip Kan, Michael Wu, Vicky Wang, Jie Jiao and Wayne Huo, and is chaired by Philip Kan. Philip Kan satisfies the “independence” requirements of the Listing Rules of the Nasdaq Stock Market. The corporate governance and nominating committee will assist the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee will be responsible for, among other things:\n\n●\n\nrecommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;\n\n●\n\nreviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; and\n\n●\n\nmonitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\nInvestment Committee Our investment committee consists of Lub Bun Chong, Michael Wu, Wayne Huo, Jie Jiao, Vicky Wang, Yi Bao and Bo Shen, and is chaired by Lub Bun Chong. The investment committee oversees the Company’s investment transactions, management, policies and guidelines. The investment committee will be responsible for, among other things:\n\n●\n\nreview and recommend to the Board for its approval of the Company’s overall investment policy and guidelines;\n\n●\n\napprove transactions to be conducted by the Company and/or its subsidiaries or variable interest entity in line with the Company’s strategic plans and for purposes of the long term development of the Company; and\n\n●\n\nreview the performance and compliance of each transaction conducted by the Company and/or its subsidiaries or variable interest entity with the Company’s investment policy and guidelines.\n\n**Duties of Directors**\n\nUnder Cayman Islands law, our directors have a common law duty to act honestly in good faith with a view to our best interests and for a proper purpose. Our directors also have a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.\n\nOur board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:\n\n●\n\nconvening general meetings and reporting our board’s work at our shareholders’ meetings;\n\n●\n\ndeclaring dividends and distributions;\n\n●\n\ndetermining our business and investment plans;\n\n●\n\nappointing officers and determining the term of office of the officers;\n\n●\n\npreparing our annual financial budgets and financial reports;\n\n●\n\nformulating proposals for the increase or reduction of our authorized capital; and\n\n●\n\nexercising other powers, functions and duties as conferred by our articles of association.\n\n88\n\n[Table of Contents](#TOC)\n\nOur directors may exercise all the powers of our company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third party.\n\n**Terms of Directors and Officers**\n\nPursuant to our tenth amended and restated memorandum and articles of association, a majority of our directors then in office shall have the power from time to time to appoint any person as director to fill a casual vacancy on the board or as an addition to the existing board (subject to the maximum size limit). Any director so appointed by the board shall hold office only until the next following annual general meeting and shall then be eligible for re-election or re-appointment by the board of directors. We may by ordinary resolution of our shareholders appoint any person to be a director. Our directors will not be subject to a term of office and will hold their offices until such time as they are removed from office by an ordinary resolution of our shareholders at any time before the expiration of his period of office notwithstanding anything in our tenth amended and restated memorandum and articles of association or in any agreement between us and such director (but without prejudice to any claim for damages under any such agreement), or by way of resolution of the board provided that such removal is for cause. “Cause” shall mean a conviction for a criminal offence involving dishonesty or engaging in conduct which brings the director or us into disrepute or which results in material financial detriment to us. In addition, the office of any of our directors shall be vacated if the director (a) resigns his office by notice in writing delivered to us at the office or tendered at a meeting of the board of directors; (b) becomes of unsound mind or dies; (c) without special leave of absence from our board of directors, is absent from meetings of the board for three consecutive meetings and the board of directors re-solves that his office be vacated; (d) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (e) is prohibited by law from being a director; or (f) ceases to be a director by virtue of any provision of the Statutes or is removed from office pursuant to our memorandum and articles of association. “Statues” shall mean the Companies Act (As Revised) of the Cayman Islands and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting us and/or our tenth amended and restated memorandum and articles of association.\n\nPursuant to our tenth amended and restated memorandum and articles of association, the board of directors shall have a chairman of elected and appointed by a majority of the directors then in office, and any removal of chairman of the board is subject to shareholder approval by ordinary resolution.\n\nD.Employees\n\n**Employees**\n\nAs of December 31, 2023, 2024 and 2025, we had a total of 894, 225 and 295 employees, respectively. The table below provides a breakdown of our employees by function as of December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n​\n\n​\n\n**employees**\n\n​\n\n**% of Total**\n\nTrading and Operations\n\n \n\n13\n\n \n\n4\n\nTechnology and Development\n\n \n\n48\n\n \n\n16\n\nSales and Marketing\n\n \n\n179\n\n \n\n61\n\nGeneral and Administration\n\n \n\n55\n\n \n\n19\n\nTotal\n\n \n\n295\n\n \n\n100\n\n​\n\nAs of December 31, 2025, we had a total of 295 employees, representing an increase of 31% from 225 as of December 31, 2024. The growth was primarily driven by the Merger with Amber DWM on March 12, 2025, partially offset by our ongoing operational efficiency initiatives and the disposal of certain iClick businesses.\n\nWe enter into standard labor contracts and confidentiality agreements with our management and employees. Our success is driven by our ability to attract, motivate, train and retain qualified talent. We believe we offer our employees competitive compensation packages and fosters an environment that encourages professional growth and self-development. As a result, we have consistently attracted and retained skilled personnel while maintaining a stable and experienced core management team. We provide specific training to new employees at orientation to familiarize them with our working environment and operational procedures. We also design and implement in-house training programs tailored to each job function and set of responsibilities to enhance performance. As a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team.\n\n89\n\n[Table of Contents](#TOC)\n\nIn addition to salaries and benefits, we provide commission-based compensation for our sales force and performance-based bonuses for other employees. We also allow many of our employees to participate in share-based incentive plans to align their interests more closely with those of our shareholders.\n\nNone of our employees are represented by labor unions.\n\nE.Share Ownership\n\nThe following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2026 by:\n\n●\n\neach of our directors and executive officers; and\n\n●\n\neach person known to us to own beneficially more than 5% of our total outstanding shares.\n\nAs of March 31, 2026, there were 471,376,257 ordinary shares outstanding, par value $0.001 per share, being the sum of 435,143,020 Class A ordinary shares and 36,233,237 Class B ordinary shares. The calculations in the table below are based on 469,187,623 ordinary shares outstanding as of March 31, 2026, comprising (i) 432,954,386 Class A ordinary shares, excluding the 2,188,634 Class A ordinary shares held by JPMorgan Chase Bank N.A. (“JPMorgan”), our depositary, underlying the share based awards reserved for issuance under our Post-IPO Plan or our 2018 Plan, and (ii) 36,233,237 Class B ordinary shares outstanding.\n\nBeneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days as of March 31, 2026, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Ordinary Shares Beneficially Owned**\n\n \n\n​\n\n​\n\n**Class A**\n\n​\n\n**Class B**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n \n\n​\n\n​\n\n**Ordinary**\n\n​\n\n**Ordinary**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Aggregate**\n\n \n\n​\n\n​\n\n**Shares**\n\n​\n\n**Shares**\n\n​\n\n**Total Ordinary Shares**\n\n​\n\n**Voting**\n\n \n\n​\n\n​\n\n**Number**\n\n**  ​ ​ ​**\n\n**Number**\n\n**  ​ ​ ​**\n\n**Number**\n\n**  ​ ​ ​**\n\n**%  **\n\n**  ​ ​ ​**\n\n**Power %**\n\n \n\n**Directors and Executive Officers:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nMichael Wu (1)(2)\n\n \n\n309,834,748\n\n \n\n36,233,237\n\n \n\n346,067,985\n\n \n\n73.8\n\n%  \n\n91.9\n\n%\n\nBo Shen\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—  \n\n​\n\nVicky Wang\n\n \n\n(i)\n\n \n\n—\n\n \n\n(i)\n\n \n\n(i)\n\n%  \n\n(i)\n\n%  \n\nWayne Huo\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\nYi Bao\n\n \n\n(i)\n\n \n\n—\n\n \n\n(i)\n\n \n\n(i)\n\n%  \n\n(i)\n\n%  \n\nJie Jiao\n\n \n\n(i)\n\n \n\n—\n\n \n\n(i)\n\n \n\n(i)\n\n%  \n\n(i)\n\n%  \n\nLub Bun Chong\n\n \n\n(i)\n\n \n\n—\n\n \n\n(i)\n\n \n\n(i)\n\n%  \n\n(i)\n\n%  \n\nPhilip Kan\n\n \n\n(i)\n\n \n\n—\n\n \n\n(i)\n\n \n\n(i)\n\n%  \n\n(i)\n\n%  \n\nWing Wai Winson Ip\n\n \n\n(i)\n\n \n\n—\n\n \n\n(i)\n\n \n\n(i)\n\n%  \n\n(i)\n\n%  \n\nJosephine Ngai Yuk Chun\n\n \n\n(i)\n\n \n\n—\n\n \n\n(i)\n\n \n\n(i)\n\n%  \n\n(i)\n\n%  \n\nAll directors and executive officers as a group\n\n \n\n318,884,683\n\n \n\n36,233,237\n\n \n\n355,117,920\n\n \n\n75.7\n\n%  \n\n92.5\n\n%  \n\n**Principal Shareholders:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nAmber Global Limited (1)\n\n \n\n309,834,748\n\n \n\n—\n\n \n\n309,834,748\n\n \n\n66.0\n\n%  \n\n20.4\n\n%\n\nAmber Fort Limited (2)\n\n \n\n309,834,748\n\n \n\n36,233,237\n\n \n\n346,067,985\n\n \n\n73.8\n\n%  \n\n91.9\n\n%\n\nAmber Primary Unit Holding Limited (3)\n\n \n\n309,834,748\n\n \n\n—\n\n \n\n309,834,748\n\n \n\n66.0\n\n%  \n\n20.4\n\n%\n\n*Notes:*\n\n(i)\n\nLess than 1% of our total outstanding shares.\n\n90\n\n[Table of Contents](#TOC)\n\n††\n\nFor each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days of March 31, 2026, by the sum of (1) 469,187,623, which is the total number of ordinary shares outstanding as of March 31, 2026; and (2) the number of ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2026.\n\n††\n\nFor each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.\n\n(1)\n\nRepresents 309,834,748 Class A ordinary shares held by Amber Global Limited. Mr. Michael Wu is deemed to be a beneficial owner of all the shares held by Amber Global Limited by virtue of his entitlement to appoint a majority of the board of directors of Amber Global Limited. Mr. Michael Wu disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. Amber Global Limited is a Cayman Islands company with its registered address at Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.\n\n(2)\n\nRepresents (i) 309,834,748 Class A Ordinary Shares held by Amber Global Limited, and (ii) 36,233,237 Class B Ordinary Shares held by Amber Fort Limited. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Each Class B Ordinary Share is entitled to 30 votes per share, and each Class A Ordinary Share is entitled to one vote per share. Mr. Michael Wu is the sole director of Amber Fort Limited. Amber Fort Limited may be deemed to be a beneficial owner of all the shares held by Amber Global Limited by virtue of its entitlement to appoint a majority of the board of directors of Amber Global Limited jointly with Amber Primary Unit Holding Limited. The registered address of Amber Fort Limited is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.\n\n(3)\n\nRepresents 309,834,748 Class A ordinary shares held by Amber Global Limited. Amber Primary Unit Holding Limited may be deemed to be a beneficial owner of all the shares held by Amber Global Limited by virtue of its entitlement to appoint a majority of the board of directors of Amber Global Limited jointly with Amber Fort Limited. Amber Primary Unit Holding Limited is a British Virgin Islands company with its registered address at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.\n\nTo our knowledge, as of March 31, 2026, 71,793,185 or 15.3% of our ordinary shares were held by one record holder in the United States, which was JPMorgan, the depositary of our ADS program. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.\n\nWe are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\nF.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable."}