{"url_path":"/sec/bgm/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":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1779578/0001104659-26-085247-index.html","accession_number":"0001104659-26-085247","cik":"0001779578","ticker":"BGM","issuer_name":"BGM Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1779578/0001104659-26-085247-index.html","primary_entity_key":"0001779578","primary_entity_name":"BGM Group Ltd."},"word_count":5048,"has_tables":true,"body_markdown":"**ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\nA. Directors and Senior Management\n\nThe following table sets forth information regarding our directors and executive officers as of the date of this annual report.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position(s)**\n\nChen Xin\n\n​\n\n32\n\n​\n\nChairman of the Board of Directors and Co-Chief Executive Officer\n\nHuandi Zhao\n\n​\n\n41\n\n​\n\nDirector and Co-Chief Executive Officer\n\nZefei Lou\n\n​\n\n49\n\n​\n\nDirector\n\nFurong Cao\n\n​\n\n54\n\n​\n\nDirector\n\nWaihua Xu\n\n​\n\n31\n\n​\n\nIndependent Director\n\nJianping Mao\n\n​\n\n45\n\n​\n\nIndependent Director\n\nJunjie Wang\n\n​\n\n28\n\n​\n\nIndependent Director\n\nYaxuan Zhai\n\n​\n\n31\n\n​\n\nChief Financial Officer\n\n​\n\n*Mr. Chen Xin*has served as our Chairman of the Board of Directors and Chief Executive Officer since May 2024 and as a co-Chief Executive since May 7, 2026, during which he led and participated in the merger and acquisition of DuXiaoBao Intelligent Technology (Shenzhen) Co., Ltd. and he currently serves as a member of its management committee (DuXiaoBao project). Mr. Chen was working as an algorithm engineer at Geely Auti Holdings Limited from August 2022 to February 2024, where he led a team in developing perception algorithms for autonomous driving systems. From June 2021 to August 2022, he was an algorithm engineer at Shenzhen DJ Innovatives, where he engineered image processing algorithms for autonomous driving vehicles. Since 2021, he successively served as an autonomous driving algorithm engineer at Shenzhen Dajiang Innovation Technology Co., Ltd. and Geely Automobile Research Institute, being responsible for algorithm work related to image processing, multi-sensor target detection, perception fusion and target behavior prediction in autonomous driving. He has managed the implementation of several mass production projects and has extensive practical experience in the fields of artificial intelligence and data analysis. Mr. Chen Xin obtained his master’s degree in Physics from the National University of Singapore in 2019, focusing on the interdisciplinary field of physics and machine learning. His graduate thesis mainly revolves around the image processing of electron microscopy and machine learning algorithms, specializing in the prediction of three-dimensional protein molecular structures based on image processing and his bachelor’s degree in Physics from Sichuan University in 2016.\n\n*Ms. Huandi Zhao* has served as our director and co-Chief Executive Director since May 7, 2026. Ms. Zhao served as the chief technology officer of Innovation Global Financial Group Limited from May 2021 to December 2025 and she was responsible for the strategic planning and implementation of the AI transformation of the company and daily management and operation of IT department. Previously, she served as the vice president of IT department of Hebei Kanyu Insurance Agency Company Limited from February 2017 to December 2020. Ms. Zhao obtained her bachelor’s degree in Computer and Technology from Hebei University in 2010.\n\n124\n\n[Table of Contents](#TOC)\n\n*Ms. Zefei Lou* has served as our director since January 27, 2026. Ms. Lou has served as the Chief Financial Officer of Fanhua Rongshu Insurance Sales & Service Co., Ltd. since February 2025 and as the Vice President of the same company since August 2025. Previously, she served as the deputy director of the financial center at AIFU INC. from April 2016 to January 2025 and as general manager of the capital department at AIFU INC. from November 2000 to January 2025, where she was responsible for daily financial management. Ms. Lou obtained her master’s degree in Business Administration (EMBA) from Sun Yat-sen University in 2012 and bachelor’s degree in Economics from Tianjin University of Commerce in 2000.\n\n*Ms. Furong Cao*has served as our director since May 2024. Ms. Cao is an experienced professional in business management. She has acquired a wealth of business management experience across a diverse range of industries, such as medical technology, pharmaceuticals, finance, and management consulting. Since July 2021, Ms. Cao has served as the director of operations of Shenzhen Financial Investment Service Co., Ltd., responsible for overseeing the investment strategies. From July 2017 to June 2021, Ms. Cao served as the business director of Shenzhen Beida Sequoia Business Management Co., Ltd., where she was responsible for financial project planning and investment risk assessment. Ms. Cao obtained her bachelor’s degree in Medical Profession from Shanghai Second Medical College in 1993.\n\n*Ms. Waihua Xu* has served as our independent director since May 2024. Ms. Xu has acquired a wealth of experience in marketing and public relations. Since Auguest 2023, Ms. Xu has been the head of social media and UGC community teams at Shenzhen Geruidi Technology, Ltd., responsible for content operations. From June 2021 to August 2023, Ms. Xu worked at Shenzhen Yiyu Technology, Ltd., as the head of overseas new media operations. From August 2016 to June 2021, Ms. Xu worked as the customer manager at HomilyChart Canada Inc, responsible for developing and implementing marketing plan. Ms. Xu obtained her master’s degree in Leadership from Trinity Western University in 2019 and her bachelor’s degree in English from Hunan Institute of Engineering in 2016.\n\n*Mr. Jianping Mao* has served as our independent director since May 7, 2026. Mr. Mao has served as the financial consultant of Huasu Capital from October 2012 to the present, where he is responsible for providing comprehensive financial planning and investment advisory services to high-net-worth individual and corporate clients. From July 2004 to September 2012, he served as an analyst at Guoshi Data Technology (Shanghai) Co., Ltd. Mr. Mao obtained his bachelor of Mechanical Automation from Xinjian University in 2007.\n\n*Mr. Junjie Wang* has served as our independent director since May 7, 2026. Mr. Wang has served as the chief financial officer of Waltz Ltd. since November 2024, in which he is responsible for the company’s financial management, investment strategy, and capital markets and listing matters. From April 2023, he served as the financial controller of Shenzhen Huashuo New Material Application Technology Co., Ltd., overseeing financial management, investment activities, and preparation for potential listing. He worked as project assistant at Shenzhen Everbloom Investment Advisory Co., Ltd. from November 2021 to March 2023. Mr. Wang obtained his master’s degree of Quantitative Finance in 2018 and bachelor’s degree of Mathematics and Finance from University of Technology Sydney in 2021.\n\n*Ms. Yaxuan Zhai* has served as our chief financial officer since May 2024 and had served as the finance manager at the Company from October 2023 to May 2024. She worked as an auditor at Baker Tilly China Certified Public Accountants from November 2022 to October 2023. Ms. Zhai obtained her master’s degree in Finance from The University of Sheffield in 2021 and her bachelor’s degree in Investment from Fujian Jiangxia University in 2018.\n\n**Family Relationships**\n\nNone of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.\n\n125\n\n[Table of Contents](#TOC)\n\nB. Compensation\n\n**Compensation**\n\nFor the fiscal year ended September 30, 2025, we paid an aggregate of $90,747.54 in cash to our directors and executive officers, and we paid an aggregate of US$26,880.59 cash compensation to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. The PRC Subsidiary, the VIE, and the VIE’s subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.\n\nEmployment Agreements and Indemnification Agreements\n\nWe have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period, which will be renewed automatically renewed for an additional one-year term if neither party provides written notice to the other party or proposes to re-negotiate the terms of such agreement three months before the end of the current employment term. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of their employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, severe neglect of his or her duties, violating certain confidentiality and non-disclosure obligations, or breaching his or her non-competition and non-solicitation obligations under such agreements. An executive officer may terminate his or her employment at any time with a one-month prior written notice, subject to certain conditions provided thereunder. Each executive officer has agreed to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.\n\nWe have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.\n\n**Share Incentive Plan**\n\nOn June 3, 2025, we adopted an equity incentive plan (the “2025 Plan”), by written resolutions of all the directors of the Company, pursuant to which up to 13,000,000 ordinary shares with par value of US$ 0.00833335 each of the Company (the “Overall Share Limit”) may be issued.\n\nThe following paragraphs summarize other key terms of the 2025 Plan:\n\n*Types of Awards*. The 2025 Plan permits the awards of options, share appreciation rights, restricted shares, restricted share units and other share or cash based awards.\n\n*Plan Administration*. Our board of directors or a committee of one or more members of the board of directors will administer the 2025 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 under the 2025 Plan.\n\n*Award Agreement*. Awards granted under the 2025 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 that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n*Eligibility*. We may grant awards to employees, directors and consultants of the Company under the 2025 Plan. In addition, under the 2025 Plan, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our subsidiaries.\n\n*Vesting Schedule*. Under the 2025 Plan, in general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n126\n\n[Table of Contents](#TOC)\n\n*Exercise of Options*. Under the 2025 Plan, the option shall be exercisable during its term (prior to the earlier of the expiration date or option termination set forth in the option 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.\n\n*Transfer Restrictions*. Under the 2025 Plan, Unless otherwise determined by the administrator, the option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) in any manner otherwise than by will or by the laws of descent or distribution, shall not be subject to sale under execution, attachment, levy or similar process and may be exercised during the lifetime of the optionee only by the optionee. The terms of the 2024 Plan and the awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the relevant award agreement or otherwise determined by the plan administrator, such as transfers by will or the laws of descent and distribution.\n\n*Termination and Amendment*. Unless terminated earlier, the 2025 Plan has a term of ten years. Our board of directors has the authority to amend or terminate the 2025 Plan. Except with respect to amendments made by the plan administrator, no termination, amendment or modification may adversely affect in any material way any awards previously granted pursuant to the 2025 Plan unless agreed by the participant.\n\nC. Board Practices\n\nBoard of directors\n\nOur board of directors consists of five directors, including three independent directors. A director is not required to hold any shares in our company to qualify to serve as a director. The Listing Rules of the Nasdaq Stock Market generally require that a majority of an issuer’s board of directors must consist of independent directors. However, the Listing Rules of the Nasdaq Stock Market permit foreign private issuers like us to follow “home country practice” in certain corporate governance matters. Even though we do not currently rely on this “home country practice” exception, we may consider following home country practice in the future.\n\nCommittees of the board of directors\n\nWe have established the following committees in our board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. The committees operate in accordance with terms of reference established by our board of directors.\n\nAudit Committee*.* Our audit committee consists of Junjie Wang, Waihua Xu, and Jianping Mao. Junjie Wang is the chairman of our audit committee. We have determined that Junjie Wang, Waihua Xu, and Jianping Mao satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. Our board also has determined that Junjie Wang qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. 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●appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n●reviewing any audit problems or difficulties and management’s response with the independent auditors;\n\n●discussing the annual audited financial statements with management and the independent auditors;\n\n●reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;\n\n●reviewing and approving all proposed related party transactions;\n\n●meeting separately and periodically with management and the independent auditors; and\n\n●monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n127\n\n[Table of Contents](#TOC)\n\nCompensation Committee*.* Our compensation committee consists of Junjie Wang, Waihua Xu, and Jianping Mao Jianping Mao. Jianping Mao is the chairman of our compensation committee. We have determined that Junjie Wang, Waihua Xu, and Jianping Mao satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officers may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:\n\n●reviewing and recommending compensation packages for our most senior executive officers to the board;\n\n●approving and overseeing compensation packages for our executives other than the most senior executive officers;\n\n●reviewing and recommending to the board with respect to the compensation of our directors;\n\n●reviewing periodically and approving any long-term incentive compensation or equity plans;\n\n●selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and\n\n●reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.\n\nNominating and Corporate Governance Committee. Our nominating and corporate governance committee currently consists of Jianping Mao, Junjie Wang, and Waihua Xu. Waihua Xu is the chairperson of our nominating and corporate governance committee. Jianping Mao, Junjie Wang, and Waihua Xu satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:\n\n●identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;\n\n●reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;\n\n●identifying and recommending to our board the directors to serve as members of committees;\n\n●advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and\n\n●monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\nDuties and Functions of Directors\n\nUnder Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. We have the right to seek damages if a duty owed by any of our directors is breached.\n\n128\n\n[Table of Contents](#TOC)\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, (i) convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends and other distributions, (iii) appointing officers and determining their terms of offices and responsibilities; (iv) exercising the borrowing powers of our company and mortgaging the property of our company; and (v) approving the transfer of shares in our company, including the registration of such shares in our share register.\n\nTerms of Directors and Officers\n\nPursuant to our third amended and restated memorandum and articles of association, a director may be appointed by ordinary resolution of the shareholders of our company or by the directors of the Company. Any appointment may be to fill a vacancy or as an additional director of the Company. Without prejudice to the Company’s power to appoint a person to be a director pursuant to the articles of association, the board of directors shall have power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an addition to the existing board of directors, subject to the total number of directors not exceeding any maximum number fixed by or in accordance with the articles of association. Any director so appointed shall, if still a director, retire at the next annual general meeting after his appointment and be eligible to stand for election as a director at such meeting. Unless re-appointed or removed from office pursuant to the provisions of the articles of association, each director shall be appointed for a term expiring at the next-following annual general meeting of the Company. At any such annual general meeting, directors will be elected by ordinary resolution of the shareholders of the Company. At each annual general meeting of the Company, each director elected at such meeting shall be elected to hold office for a one-year term and until the election of their respective successors in office or removal pursuant to the articles of association All of executive officers are appointed by and serve at the discretion of our board of directors.\n\nThe following table sets forth a breakdown of employees by activity in Jiuquan City and Qionglai City for Gansu QLS, Moshangfa and Chengdu QLS as of September 30, 2025:\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**Gansu QLS**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n10\n\nManufacturing Management\n\n \n\n24\n\nOperators\n\n \n\n159\n\nSales Department\n\n \n\n13\n\n**Total**\n\n \n\n**206**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**Moshangfa**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n3\n\nSales Department\n\n \n\n3\n\nDrivers\n\n \n\n3\n\nOperators\n\n \n\n7\n\n**Total**\n\n \n\n**16**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**Chengdu QLS**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n1\n\nFinancial Department\n\n \n\n1\n\n**Total**\n\n \n\n**2**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**Chongqing**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n11\n\nProduction and Quality Control Department\n\n \n\n3\n\nSales department\n\n \n\n2\n\n**Operators**\n\n​\n\n**95**\n\n**Total**\n\n \n\n**111**\n\n​\n\n129\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**Chengdu Trade**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n​\n\n1\n\nFinancial Department\n\n​\n\n2\n\n**Total**\n\n​\n\n**3**\n\n​\n\n​\n\n​\n\n​\n\n**Hainan Trade**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n3\n\n**Total**\n\n \n\n**3**\n\n​\n\n​\n\n​\n\n​\n\n**BGM (Hubei) Health Bioindustry Co.,Ltd.**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Managemert\n\n \n\n3\n\nFinancial Department\n\n \n\n3\n\n**Total**\n\n \n\n5\n\n​\n\n​\n\n​\n\n​\n\n**BGM Brand Operation & Management (Hubei) Co.,Ltd.**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n3\n\nInformation Management****\n\n \n\n2\n\n**Total**\n\n \n\n5\n\n​\n\n​\n\n​\n\n​\n\n**RONS Intelligent Technology (Beijing) Co.,Ltd.**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n9\n\nResearch and Development\n\n \n\n60\n\nFinancial Department\n\n \n\n3\n\nOperations\n\n \n\n6\n\n**Total**\n\n \n\n78\n\n​\n\n​\n\n​\n\n​\n\n**Fanhua RONS Insurance Sales & Service Co., Ltd.**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n6\n\nResearch and Development\n\n \n\n1\n\nFinancial Department\n\n \n\n3\n\nOperations\n\n \n\n16\n\n**Total**\n\n \n\n26\n\n​\n\n​\n\n​\n\n​\n\n**New Media Star Technology (Shenzhen) Co., Ltd.**\n\n**  ​ ​ ​**\n\n**Employees**\n\nSales Department\n\n \n\n1\n\nOperations\n\n \n\n7\n\n**Total**\n\n \n\n8\n\n​\n\n​\n\n​\n\n​\n\n**Beijing Shuda Technology Co., Ltd.**\n\n**  ​ ​ ​**\n\n**Employees**\n\nGeneral Management\n\n \n\n1\n\nResearch and Development\n\n \n\n6\n\nOperations\n\n \n\n1\n\n**Total**\n\n \n\n8\n\n​\n\n130\n\n[Table of Contents](#TOC)\n\nAs required by PRC laws and regulations, we and our affiliated entities participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance programs. We and our affiliated entities are required under Chinese law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. For the fiscal year ended September 30, 2025, the VIE failed to make full contributions to social insurance and housing funds for part of our employees. Please see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We are not in compliance with the PRC’s regulations relating to employee’s social insurance and housing funds, and as a result, Gansu QLS and its subsidiaries may be subject to penalties if we are not able to remediate the non-compliance.” This failure does not constitute any breach of the VIE Agreements, nor will it affect the validity of our VIE Agreements.\n\nWe believe that we and the VIE and its subsidiaries maintain a good working relationship with their employees, and we and our affiliates are not in the process of any labor disputes.\n\nE. Share Ownership\n\nExcept as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this annual report by:\n\n●each of our directors and executive officers; and\n\n●each of our principal shareholders who beneficially own more than 5% of our total outstanding Ordinary Shares.\n\nThe calculations in the table below are based on an aggregate of 200,623,358 ordinary shares, consisting of 180,623,358 Class A ordinary shares, par value of US$0.00833335 each, and 20,000,000 Class B ordinary shares, par value of US$0.00833335 each.\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, 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\n131\n\n[Table of Contents](#TOC)\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​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class A**\n\n​\n\n**Class B**\n\n​\n\n**% of Beneficial Ownership**\n\n​\n\n​\n\n​\n\n​\n\n**Ordinary**\n\n​\n\n**Ordinary**\n\n​\n\n**(of total Class A Ordinary Shares and**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Class B Ordinary Shares)**\n\n**  ​ ​ ​**\n\n**% of Aggregate Voting Power****\n\n**Directors and Executive Officers†:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​\n\n​\n\n  ​\n\nChen Xin (1)\n\n \n\n*\n\n​\n\n—\n\n​\n\n*\n\n \n\n*\n\nHuandi Zhao\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n \n\n—\n\nZefei Lou\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n \n\n—\n\nFurong Cao (2)(3)\n\n \n\n—\n\n​\n\n9,800,000\n\n​\n\n4.89%\n\n \n\n44.94%\n\nWaihua Xu\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n \n\n—\n\nJianping Mao\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nJunjie Wang\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nYaxuan Zhai\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n**All directors and executive officers as a group:**\n\n** **\n\n*\n\n​\n\n**9,800,000**\n\n​\n\n**4.89%**\n\n** **\n\n**44.94%**\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n**5% Shareholders:**\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nAhanzhai Development Limited (4)\n\n​\n\n367,784\n\n​\n\n10,200,000\n\n​\n\n5.27%\n\n​\n\n46.79%\n\nLX Management Company Limited (5\n\n​\n\n—\n\n​\n\n9,800,000\n\n​\n\n4.89%\n\n​\n\n44.94%\n\nCISG Holdings Ltd (6)\n\n​\n\n16,529,330\n\n​\n\n—\n\n​\n\n8.24%\n\n​\n\n0.76%\n\nSuccess Myth Limited（7）\n\n​\n\n38,165,290\n\n​\n\n—\n\n​\n\n19.02%\n\n​\n\n1.75%\n\nMartline Limited（8）\n\n \n\n24,462,500\n\n​\n\n—\n\n​\n\n12.19%\n\n \n\n1.12%\n\nShimmering Holdings Ltd（9）\n\n​\n\n20,000,000\n\n​\n\n—\n\n​\n\n9.97%\n\n​\n\n0.92%\n\nQingyue Limited（10）\n\n \n\n20,000,000\n\n​\n\n—\n\n​\n\n9.97%\n\n \n\n0.92%\n\nNotes:\n\n*\n\nLess than 1% of our total outstanding Ordinary Shares.\n\n**\n\nFor each person included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person by the voting power of all of our Ordinary Shares.\n\n†\n\nUnless otherwise indicated, the address of our directors and executive officers is No. 152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, 610200 People’s Republic of China.\n\n(1)\n\nRepresents* Class A Ordinary Shares directly held by Chen Xin.\n\n(2)\n\nRepresents 9,800,000 Class B Ordinary Shares held by LX Management Company Limited, which is 100% owned by Ms. Furong Cao. The registered address of LX Management Company Limited is Flat 1512, 15/F, Lucky Centre, No.165-171 Wan Chai Road, Wan Chai, 999077, Hong Kong.\n\n(3)\n\nIn July 2025, Ms. Furong Cao and Mr. Zhanchang Xin (each, the “Concert Person” collectively, the “Concert Persons”) entered into an acting-in-concert agreement, or the Agreement, which is filed as an exhibit to this annual report. According to the Agreement, the Concert Persons agree to reach a common decision and act in concert on each matter with respect to decisions of the shareholders of the Company and/or the directors of the board of the directors of the Company, including but not limited to all the matters as stipulated in the memorandum and articles of association of the Company and the Agreement. Pursuant to the Agreement, the Concert Persons agree to vote in concert if a unanimous decision can be reached by both parties on a given matter; or, when a unanimous decision cannot be reached on a matter, then both parties agree to vote against such matter. The Agreement also contained customary representations, warranties and covenants of both the parties. The Concert Persons may be deemed as a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder, and as a result such “group” would beneficially own approximately 10.0% and 91.7% of the Company’s outstanding ordinary shares and aggregate voting power, respectively.\n\n(4)\n\nRepresents367,784 Class A Ordinary Shares and10,200,000 Class B Ordinary Shares held by Ahanzhai Development Limited, which is 100% owned by Mr. Zhanchang Xin. The registered address of Ahanzhai Development Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.\n\n132\n\n[Table of Contents](#TOC)\n\n(5)\n\nRepresents 9,800,000 Class B Ordinary Shares held by LX Management Company Limited, which is 100% owned by Ms. Furong Cao. The registered address of LX Management Company Limited is Flat 1512, 15/F, Lucky Centre, No.165-171 Wan Chai Road, Wan Chai, 999077, Hong Kong.\n\n(6)\n\nRepresents 16,529,330 Class A Ordinary Shares held by CISG Holdings Ltd, which is 100% owned by AIX Inc. AIX Inc. is a company listed on the Nasdaq Global Select Market. The registered address of CISG Holdings Ltd is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The principal business address of AIX Inc. is 60F, Pearl River Tower, No. 15 West Zhujiang Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong Province, People’s Republic of China.\n\n(7)\n\nRepresents 38,165,290 Class A Ordinary Shares held by Success Myth Limited, which is 100% owned by Mr.Thia Yang LOW. The registered address of Success Myth Limited is Craigmuir Chambers,Road Town,Tortola,VG 1110,British Virgin Islands.\n\n(8)\n\nRepresents 24,462,500 Class A Ordinary Shares held by Martline Limited, which is 100% owned by Ms. Feng Zhuojun. The company is registered in Hong Kong.\n\n(9)\n\nRepresents 20,000,000 Class A Common Shares held by Shimmering Holdings Ltd. On May 22, 2025, CISG Holdings Ltd., a shareholder of the issuer, transferred 20,000,000 Class A Common Shares of the issuer that it held to Shimmering Holdings Ltd. （9）\n\n(10)\n\nRepresents 20,000,000 Class A Common Shares held by Qingyue Limited. On May 23, 2025, CISG Holdings Ltd., a shareholder of the issuer, transferred 20,000,000 Class A Common Shares of the issuer held by it to Qingyue Limited.\n\nAs of the date of this annual report, we do not have registered holder 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\n**F. Disclosure of Action to Recover Erroneously Awarded Compensation**\n\nNot applicable.\n\n​"}