{"url_path":"/sec/bliv/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT, AND KEY EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","accession_number":"0001493152-26-023306","cik":"0001982448","ticker":"BLIV","issuer_name":"BeLive Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","primary_entity_key":"0001982448","primary_entity_name":"BeLive Holdings"},"word_count":5766,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT, AND KEY EMPLOYEES**\n\n \n\nThe\nfollowing table sets forth the names, ages, and titles of our executive officers and directors as of the date of this Annual Report.\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Position(s)**\n\n**Executive\nOfficers**\n \n \n \n \n\nKenneth\nTeck Chuan Tan\n \n39\n \nChief\nExecutive Officer and Chairman\n\nAbdul\nLatif Bin Zainal\n \n45\n \nChief\nFinancial Officer, Chief Strategy Officer, Secretary, and Director\n\nKen\nJing Wei Ang\n \n40\n \nChief\nOperating Officer\n\nHassan\nAbid\n \n40\n \nChief\nTechnology Officer\n\n \n \n \n \n \n\n**Non-Employee\nDirectors**\n \n \n \n \n\nLing\nYi Quek(1)(2)(3)\n \n35\n \nIndependent\nDirector\n\nRonald\nLongfa Wong(1)(2)(3)\n \n41\n \nIndependent\nDirector\n\nNatalie\nTara Si Ying Heng(2)(3)\n \n52\n \nIndependent\nDirector\n\nKammy\nSwee Keng Choo(1)\n \n69\n \nIndependent\nDirector\n\n \n\n(1)\nMember of the Audit Committee\n\n \n\n(2)\nMember of the Compensation Committee\n\n \n\n(3)\nMember of the Nomination and Corporate Governance Committee\n\n \n\nThe\nbusiness address of all such senior management and directors is 26A Ann Siang Road, #03-00, Singapore 069706.\n\n \n\n76\n\n \n\n \n\n**Executive\nOfficers and Directors**\n\n \n\n**Kenneth\nTeck Chuan Tan** has served as our Chief Executive Officer since August 2023, as our Director since February 2023, and as our Chairman\nsince August 2023. Mr. Tan founded BeLive Singapore, our Operating Subsidiary, in June 2014 and has served as its director and managing\ndirector since May 2016. In May 2016, he also took on the role of chief executive officer of BeLive Singapore. From February 2016 to\nMay 2016, Mr. Tan served as the chief product officer of BeLive Singapore. From August 2013 to February 2016, Mr. Tan served as the operational\ndirector of DeNA Asia Pacific Holdings Pte. Ltd., a company principally engaged in the mobile gaming business in Southeast and South\nAsia. Mr. Tan received a Diploma in Digital Media Design from Nanyang Polytechnic in 2014. We believe Mr. Tan’s wealth of industry\nexperience qualify him to serve on our board.\n\n \n\n**Abdul\nLatif Bin Zainal** has served as our Chief Strategy Officer and Chief Financial Officer since August 2023, our Secretary since\nFebruary 2024, and our Director since April 2023. Mr. Bin Zainal has also served as a director and chief strategy officer of BeLive Singapore\nsince October 2021 and February 2021, respectively. From January 2017 to December 2020, Mr. Bin Zainal served as the chief information\nofficer of Smartblock Pte. Ltd., a provider of fintech and blockchain solutions, and later served as financial director of Smartblock\nLtd (Hong Kong) from December 2019 to January 2021. From June 2004 to December 2017, Mr. Bin Zainal served in the Ministry of Education\nas an Education Officer, completed his career as Head of Senior High in National Junior College, and was part of the team that orchestrated\nthe pilot boarding curriculum. Mr. Bin Zainal received a Bachelor of Science in Architectural and Building Studies from the National\nUniversity of Singapore in 2004, a Postgraduate Diploma in Education from the Nanyang Technological University in 2008, and a Master\nof Public Administration from the National University of Singapore in 2014. Mr. Bin Zainal also participated in the Oxford Blockchain\nStrategy Programme from the University of Oxford in 2017.\n\n \n\n**Ken\nJing Wei Ang** has served as our Chief Operating Officer since August 2023. Mr. Ang has also served as the chief operating officer\nof BeLive Singapore since May 2016. From September 2013 to April 2016, Mr. Ang served as an assistant quality assurance manager of Samsung\nAsia Pte Ltd, a company principally engaged in the design and manufacturing of electronic equipment and gadgets. From April 2012 to May\n2013, Mr. Ang served as quality assurance lead of Nubee Pte Ltd, a mobile entertainment provider. From July 2010 to February 2012, Mr.\nAng served as quality assurance lead of Rainbow Media Pte Ltd, a company principally engaged in the production of animated content. From\nAugust 2008 to June 2009, Mr. Ang worked at the quality assurance department of Electronic Arts Asia Pacific Pte Ltd, a company providing\nsoftware publishing services. Mr. Ang received a Bachelor of Information Technology (Computing) from the University of Wollongong in\n2011.\n\n \n\n**Hassan\nAbid** has served as our Chief Technology Officer since August 2023. Mr. Abid has also served as a chief technology officer of\nBeLive Singapore since March 2018, leading the successful launch of LORA, our live and video commerce SaaS solution in February 2022.\nFrom June 2012 to March 2018, Mr. Abid served as a senior software engineer at KineMaster Corp, a software development company (KOSDAQ:\n139670), where he was integral in the development of an end-to-end platform for video streaming solution. He was selected as Google Developers\nExpert in the category of Technology/Android in 2016 and has spoken at several events on the topics of Android architecture, JetPack,\nExoPlayer, Android native development kit (NDK), and Google virtual reality software development kit (SDK). Mr. Abid received a Bachelor\nof Electrical Engineering from National University of Sciences and Technology in 2007 and a Master of Science majoring in Computer Engineering\nfrom the Kyung Hee University in 2012.\n\n \n\n**Ling\nYi Quek** was appointed as our Independent Director effective April 7, 2025. Ms. Quek is a qualified advocate and solicitor and\nhas worked at Dentons Rodyk & Davidson LLP (formerly Rodyk & Davidson LLP) since September 2015, and as a partner at Dentons\nMyanmar Limited since September 2018. Her areas of focus include corporate, real estate, litigation and dispute resolution, trusts, estates\nand wealth preservation, employment and labor, and banking and finance. She also has extensive experience in the areas of corporate regulations,\ninvestment structures, commercial dispute resolution, infrastructure projects, mergers, and acquisitions as well as direct investment\ntransactions. Ms. Quek received a Bachelor of Laws from the University of Nottingham in 2012 and was admitted as an advocate and solicitor\nin Singapore in 2014.\n\n \n\n77\n\n \n\n \n\n**Ronald\nLongfa Wong** was appointed as our Independent Director effective April 7, 2025. Mr. Wong has served as a managing partner of FTAG\nManagement Pte Ltd. (“FTAG”) since December 2021. Prior to joining FTAG, he served as the head of transport of the Thailand\nregion at Grab, a Southeast Asia’s leading super-app that offers everyday services such as deliveries, mobility, financial services,\netc., from July 2017 to December 2018. He was then promoted to country head of Cambodia region of Grab and deputy group head of Grab\nExpress from January 2019 to September 2019 and from September 2019 to November 2021, respectively. From December 2015 to June 2017,\nMr. Wong served as the country head of Vietnam and Thailand regions at Ninja Van, a Southeast Asia’s growing technology-driven\nlast-mile logistics company, powering businesses with innovative transport solutions. Mr. Wong co-founded several companies, including\n(i) Bumbox Logistics Pte. Ltd. in July 2013, one of the local pioneers in automated locker solutions and provides a carrier agnostics\nsmart-locker platform, and served as its chief executive officer from July 2013 to August 2015; (ii) Tech Plus Art in March 2013, a creative\nagency and software development house focusing on e-commerce, marketing and branding services and customized ERP software, and served\nas its business development director from March 2013 to February 2017; and (iii) PPC Security Services Pte. Ltd. in January 2012, a company\nspecialized in manpower provision, security technology platforms and products, and served as its managing director from January 2012\nto July 2014. Mr. Wong received a Bachelor of Business Administration and MSc (Management & Strategy) from the National University\nof Singapore in May 2010 and a CEMS Master in International Management from Richard Ivey School of Business, University of Western Ontario,\nin May 2012. Mr. Wong also participated in the Grab-Harvard Business School Executive Leadership Program in 2018.\n\n \n\n**Natalie\nTara Si Ying Heng** was appointed as our Independent Director effective April 7, 2025. Ms. Heng has worked at Trident Law Corporation\n(“Trident”) as a counsel and has been head of its corporate department since September 2021. Prior to joining Trident, she\ngained substantial experience in both private practice and in-house from serving as a director at the legal department of Crystal Jade\ngroup of companies, namely Crystal Jade Culinary Concepts Holding Pte Ltd comprising all of its worldwide subsidiaries from April 2018\nto October 2019, Corporate of Gabriel Law Corporation from May 2017 to March 2018, associate director of Drew & Napier LLC from November\n2015 to October 2016, vice president of the legal department of Hi-P International Limited from March 2014 to September 2015, head of\nlegal of Dairy Farm (Singapore & North Asia, reporting into the Dairy Farm group listed holding company, and member of the Jardines\ngroup of companies) from November 2005 to July 2013, senior associate of Yeo Wee Kiong Law Corporation from March 2003 to October 2005,\nassociate of Messrs. J Koh & Co from December 2001 to August 2002, trust advisor of Commerzbank International Trust from September\n1999 to December 2000, and litigation associate of Messrs. David Lim & Partners from May 1997 to May 1999. Ms. Heng received a double\ndegree in Bachelor of Laws and Accounting from the University of Manchester in 1995, a Diploma in Singapore Law from the National University\nof Singapore in 1996 and was admitted as an advocate and solicitor in Singapore in 1997.\n\n \n\n**Kammy\nSwee Keng Choo** was appointed as our Independent Director effective April 7, 2025. Ms. Choo has served as the General Manager\nand is licensed as a Qualified Individual by ACRA (Accounting and Corporate Registrar Authority of Singapore) to serve as a Secretarial\nService Provider for LGD Advisory, a corporate service provider since October 2019. From October 2018 to October 2019 and again since\nSeptember 2022, she has served as the Head of the Finance Department for RMA Contracts Pte. Ltd., a business process outsource provider.\nMs. Choo received a Bachelor of Accountancy from the National University of Singapore in 1978.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nboard of directors has established an audit committee, a compensation committee, and a nomination and corporate governance committee,\neach of which operates pursuant to its respective charter as adopted by our board of directors. The board of directors may also establish\nother committees from time to time to assist the Company and the board of directors. The composition and functioning of all of our committees\ncomply with all applicable requirements of the Sarbanes-Oxley Act, the Nasdaq Listing Rules, and the SEC rules and regulations, if applicable.\nEach committee’s charter is available on our website at www.belive.sg. The reference to our website address does not constitute\nincorporation by reference of the information contained at or available through our website, and you should not consider it to be part\nof this Annual Report.\n\n \n\n78\n\n \n\n \n\n**Audit\nCommittee**\n\n \n\nLing\nYi Quek, Ronald Longfa Wong, and Kammy Swee Keng Choo serve on the audit committee, which is chaired by Ms. Kammy Swee Keng Choo. Our\nboard of directors has determined that each is “independent” for audit committee purposes as that term is defined by the\nrules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee.\nOur board of directors has designated Ms. Kammy Swee Keng Choo as an “audit committee financial expert,” as defined under\nthe applicable rules of the SEC. The audit committee is responsible for, among other things:\n\n \n\n \n●\nappointing,\napproving the compensation of, and assessing the independence of our independent registered public accounting firm;\n\n \n \n \n\n \n●\npre-approving\nauditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public\naccounting firm;\n\n \n \n \n\n \n●\nreviewing\nthe overall audit plan with our independent registered public accounting firm and members of management responsible for preparing\nour consolidated financial statements;\n\n \n \n \n\n \n●\nreviewing\nand discussing with management and our independent registered public accounting firm our annual and quarterly consolidated financial\nstatements and related disclosures as well as critical accounting policies and practices used by us;\n\n \n \n \n\n \n●\ncoordinating\nthe oversight and reviewing the adequacy of our internal control over financial reporting;\n\n \n \n \n\n \n●\nestablishing\npolicies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the\naudit committee’s review and discussions with management and our independent registered public accounting firm, whether our\naudited consolidated financial statements shall be included in our Annual Report on Form 20-F;\n\n \n \n \n\n \n●\nmonitoring\nthe integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to\nour financial statements and accounting matters;\n\n \n \n \n\n \n●\nreviewing\nall related person transactions for potential conflict of interest situations and approving all such transactions;\n\n \n \n \n\n \n●\nimplementing\nthe Company’s cybersecurity policy;\n\n \n \n \n\n \n●\ncontinuously\nengaging in the analysis of and monitoring for potential cybersecurity risks as part of the Company’s overall risk management\nprogram; and\n\n \n \n \n\n \n●\nreviewing\nearnings releases.\n\n \n\n**Cybersecurity\nPolicy.** On June 3, 2024, our board of directors adopted a cybersecurity policy (the “Cybersecurity Policy”) and granted\nthe Audit Committee full authority and power to implement the Cybersecurity Policy, including conducting continuous analysis of and monitoring\nfor any potential cybersecurity risks as part of the Company’s overall risk management program to create a cyber-resilient organization,\nwhich will contribute to the value preservation of the Company. The Audit Committee also has responsibility for: (i) understanding the\neconomic drivers and impact of cyber risk, including the financial impact on our Company; (ii) aligning cyber-risk management policies\nwith our business needs by integrating cyber-risk analysis into significant business decisions; (iii) ensuring that our organizational\nstructure supports cybersecurity goals; and (iv) incorporating cybersecurity expertise into board governance.\n\n \n\nFor\nadditional information regarding our Cybersecurity Policy, please Item 16K of this Annual Report.\n\n \n\n79\n\n \n\n \n\n**Compensation\nCommittee**\n\n \n\nLing\nYi Quek, Ronald Longfa Wong, and Natalie Tara Si Ying Heng serve on the compensation committee, which is chaired by Mr. Ronald Longfa\nWong. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.\nThe compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation,\nrelating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which\ntheir compensation is deliberated upon. The compensation committee is responsible for, among other things:\n\n \n\n \n●\nevaluating\nthe performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i)\nrecommending to the board of directors the cash compensation of our Chief Executive Officer; and (ii) reviewing and approving grants\nand awards to our Chief Executive Officer under equity-based plans;\n\n \n \n \n\n \n●\nreviewing\nand recommending to the board of directors the cash compensation of our other executive officers;\n\n \n \n \n\n \n●\nreviewing\nand establishing our overall management compensation, philosophy, and policy;\n\n \n \n \n\n \n●\noverseeing\nand administering our compensation, share option scheme, and similar plans;\n\n \n \n \n\n \n●\nreviewing\nand approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation\nmatters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified\nin the applicable Nasdaq Listing Rules;\n\n \n \n \n\n \n●\nretaining\nand approving the compensation of any compensation advisors;\n\n \n \n \n\n \n●\nreviewing\nand approving our policies and procedures for the grant of equity-based awards;\n\n \n \n \n\n \n●\nreviewing\nand recommending to the board of directors the compensation of our directors;\n\n \n \n \n\n \n●\nreviewing\nand determining the necessity for recovery of certain incentive compensation previously paid to the Company’s officers and\ndirectors in the event of a restatement of the Company’s financial statements for any fiscal year; and\n\n \n \n \n\n \n●\npreparing\nthe compensation committee report required by SEC rules, if and when required.\n\n \n\n**Compensation\nRecovery Policy.** On June 3, 2024, our board of directors adopted a compensation recovery policy (the “Compensation Recovery\nPolicy”) and granted the Compensation Committee full authority and power to implement the Compensation Recovery Policy. In the\nevent of a restatement of the Company’s financial statements, he Compensation Committee shall have the authority and power to:\n(i) determine which executive officers served at any time during the performance period for the incentive-based compensation; (ii) determine\nthe relevant recovery period; (iii) determine the amount of incentive-based compensation that must be subject to the Company’s\nCompensation Recovery Policy and establish procedures for recovery; (iv) maintain documentation of the above-referenced determinations;\nand (v) prepare and have filed all disclosures with respect to the Compensation Recovery Policy in accordance with Federal securities\nlaws, including the disclosure required by the applicable Securities and Exchange Commission filings.\n\n \n\n80\n\n \n\n \n\n**Nomination\nand Corporate Governance Committee**\n\n \n\nLing\nYi Quek, Ronald Longfa Wong, and Natalie Tara Si Ying Heng serve on the nomination and corporate governance committee, which is chaired\nby Ms. Natalie Tara Si Ying Heng. We have determined that each of these directors satisfies the “independence” requirements\nof the Nasdaq Listing Rules. The nomination and corporate governance committee assists the board in selecting individuals qualified to\nbecome our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee\nis responsible for, among other things:\n\n \n\n \n●\nrecommending\nnominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;\n\n \n \n \n\n \n●\nreviewing\nannually with the board the current composition of the board with regard to characteristics such as independence, knowledge, skills,\nexperience, expertise, diversity, and availability of service to us;\n\n \n \n \n\n \n●\nselecting\nand recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as\nwell as of the nomination and corporate governance committee itself;\n\n \n \n \n\n \n●\ndeveloping\nand reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments\nin the law and practice of corporate governance and our compliance with such laws and practices;\n\n \n \n \n\n \n●\nmonitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to\nensure proper compliance; and\n\n \n \n \n\n \n●\nevaluating\nthe performance and effectiveness of the board as a whole.\n\n \n\nWhile\nwe do not have a formal policy regarding board diversity, our nomination and corporate governance committee and our board of directors\nwill consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity (not limited\nto race, gender, or national origin). Our nomination and corporate governance committee’s and board of directors’ priority\nin selecting board members is identification of persons who will further the interests of our shareholders through their established\nrecord of professional accomplishment, ability to contribute positively to the collaborative culture among board members, knowledge of\nour business, understanding of the competitive landscape, and professional and personal experience and expertise relevant to our growth\nstrategy.\n\n \n\n**Code\nof Conduct and Code of Ethics**\n\n \n\nWe\nhave adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our Chief\nExecutive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions. A current\ncopy of this code is posted on the Corporate Governance section of our website, which is located at http://www.belive.sg. The information\non our website is deemed not to be incorporated in this Annual Report or to be a part of this Annual Report. We intend to disclose any\namendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our directors, executive officers,\nand senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance\nrules of the Nasdaq Capital Market.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships or other arrangements or understandings between or among any of the directors, director nominees, executive\nofficers, or other person pursuant to which such person was selected to serve as a director or officer.\n\n \n\n**Employment\nAgreements**\n\n \n\nEffective\nApril 7, 2025, we have entered into employment agreements with each of our Executive Officers, pursuant to which such individuals have\nagreed to serve as an Executive Officer of the Company. We may terminate the employment for cause at any time for certain acts, such\nas conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or\nmisconduct or a failure to perform agreed duties. We may also terminate the employment without cause at any time upon three months’\nadvance written notice. Each Executive Officer may resign at any time upon three months’ advance written notice.\n\n \n\n81\n\n \n\n \n\nEach\nExecutive Officer agrees to hold, both during and after the termination or expiry of his employment agreement, in strict confidence and\nnot to use, except as required in the performance of his duties in connection with the employment or pursuant to applicable law, any\nof our confidential or proprietary information or the confidential or proprietary information of any third party received by us and for\nwhich we have confidential obligations. Each Executive Officer agrees to disclose in confidence to us all inventions, designs, and trade\nsecrets which he conceives, develops, or reduces to practice during his employment with us and to assign all right, title, and interest\nin them to us, and assist us in obtaining and enforcing patents, copyrights, and other legal rights for these inventions, designs, and\ntrade secrets.\n\n \n\nIn\naddition, each Executive Officer agrees to be bound by non-competition and non-solicitation restrictions during the term of the employment\nand for six months following the last date of employment. Specifically, each Executive Officer agrees not to: (i) engage or assist others\nin engaging in any business or enterprise that is competitive with our business; (ii) solicit, divert, or take away the business of our\nclients, customers, or business partners; or (iii) solicit, induce, or attempt to induce any employee or independent contractor to terminate\nhis or her employment or engagement with us. The employment agreements also contain other customary terms and provisions.\n\n \n\n**Directors’\nAgreements**\n\n \n\nEach\nof our directors has entered into a Director’s Agreement with the Company effective April 7, 2025. The terms and conditions of\nsuch Director’s Agreement are similar in all material aspects. Each Director’s Agreement is for an initial term of one year\nand continues until the director’s successor is duly elected and qualified. Each director will be up for re-election each year\nat the annual shareholders’ meeting and, upon re-election, the terms and provisions of his or her Director’s Agreement will\nremain in full force and effect. Any Director’s Agreement may be terminated for any or no reason by the director or at a meeting\ncalled expressly for that purpose by a vote of the shareholders holding more than 50% of the Company’s issued and outstanding Ordinary\nShares entitled to vote.\n\n \n\nUnder\nthe Directors’ Agreements, the initial annual salary that is payable to each of our Non-Employee Directors is USD$24,000.\n\n \n\nIn\naddition, our directors will be entitled to participate in such share option scheme that is available to directors as may be adopted\nby the Company, as amended from time to time. The number of options granted, and the terms of those options will be determined from time\nto time by a vote of the board of directors, provided that each director shall abstain from voting on any such resolution or resolutions\nrelating to the grant of options to that director.\n\n \n\nOther\nthan as disclosed above, none of our directors has entered into a service agreement with our Company or any of our subsidiaries that\nprovides for benefits upon termination of employment.\n\n \n\n**Indemnification\nAgreements**\n\n \n\nWe\nhave entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify\nour directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made\nby reason of their being a director or officer of our Company.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling\nus under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n**Duties\nof Directors**\n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he owes the following duties to the company - a duty to act bona fide in the best interests of the\ncompany, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not\nto put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third\nparty. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that\na director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a\nperson of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with\nregard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n \n\n82\n\n \n\n \n\n**Compensation**\n\n \n\nFor\nthe years ended December 31, 2023, 2024 and 2025, we paid an aggregate of S$288,888, S$291,744 and S$415,000 respectively in cash and\nbenefits in-kind granted to or accrued on behalf of all of our directors and members of senior management for their services, in all\ncapacities, and we did not pay any additional compensation to our directors and members of senior management. We have not set aside or\naccrued any amount to provide pension, retirement, or other similar benefits to our executive officers and directors.\n\n \n\n**Compensation\nRecovery Policy**\n\n \n\nAs\nrequired pursuant to the listing standards of the Nasdaq Listing Rules, Rule 10D under the Exchange Act and Rule 10D-1 under the Exchange\nAct, the Compensation Committee of the board of directors has adopted a compensation recovery policy, also known as a clawback policy\n(the “Compensation Recovery Policy”), effective July 26, 2024. The Compensation Recover Policy comes into play in the event\nthat the Company is required to restate its financial statements for any fiscal year, and requires the Company to recover the incremental\nportion of incentive-based compensation received by any officer that was in excess of the amount they would have received had their incentive\ncompensation been determined based on the restated financial statements. Events requiring a restatement of financial statements would\ninclude the material noncompliance of the Company with any financial reporting requirements under the securities laws, including any\nrequired accounting restatement to correct an error in previously issued financial statements that is material to the previously issued\nfinancial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected\nin the current period. A copy of our Compensation Recovery Policy was filed as Exhibit 97.1 to the Company’s Registration Statement\non Form F-1 filed with the SEC on February 27, 2026.\n\n \n\n**Share\nOption Scheme 2023**\n\n \n\nThe\nCompany adopted a share option scheme 2023 on July 17, 2023 (the “Share Option Scheme 2023”) to provide incentive to the\ngrantees by enabling them to participate in the future sale or listing of the Company, to attract, motivate, and retain eligible participants,\nand to align the interests of the grantees more closely with the shareholders of the Company and provide greater incentive for the grantees\nto focus on long-term goals of the Group.\n\n \n\nThe\nmaximum aggregate number of Ordinary Shares that may be issued under the Share Option Scheme 2023 shall be no more than 1,180,000 Shares\n(retroactively restated for the effect of the Reverse Split).\n\n \n\nThe\nfollowing paragraphs summarize the principal terms of the Share Option Scheme 2023.\n\n \n\n*Administration.*\nThe Share Option Scheme 2023 will be administered by the Compensation Committee.\n\n \n\n*Eligibility.*\nThe Compensation Committee may grant awards to employees, directors, and/or consultants determined to be eligible for participation in\nthe Share Option Scheme 2023 in accordance with its terms.\n\n \n\n*Vesting\nSchedule.* The Compensation Committee determines the vesting schedule, which is specified in the relevant award agreements.\n\n \n\n*Exercise\nof Awards.* The Compensation Committee determines the exercise or purchase price, as applicable, for each award, which is stated in\nthe relevant award agreement. Options that are vested and exercisable will terminate if they are not exercised prior to the time as the\nCompensation Committee determines at the time of grant.\n\n \n\n83\n\n \n\n \n\n*Types\nof Awards.* The Share Option Scheme 2023 permits the award of Employee Options at the sole discretion of the Compensation Committee\nas follows:\n\n \n\n1.\n*C-Suite\nExecutives (Senior level management)*\n\n \n \n\n \na.\nEach\noption to subscribe for one Ordinary Share of the Company\n\n \n \n \n\n \n \ni.\nFollowing\nvesting and exercise, the grantee has the right to vote and sell the Ordinary Shares of the Company at their discretion.\n\n \n \n \n \n\n2.\n*Employees\nof the Group*\n\n \n \n\n \na.\nEach\noption to subscribe for one Ordinary share of the Company (“Trust Shares underlying the Options”) and such shares (“Trust\nShares,” together with the Trust Shares underlying the Options, the “Trust Property”) shall be issued in the name\nof BSIP (BVI) Company Limited (the “Nominee”), which is a wholly owned subsidiary of Singapore Global Trust Pte. Ltd.\n(the “Trustee”)\n\n \n \n \n\n \nb.\nThe\nTrustee, through a Trust Deed, holds the Trust Property through the Nominee for the benefit of the grantee.\n\n \n \n \n\n \n \ni.\nThe\nTrustee administers the Trust subject to recommendations to, advice of, and instructions from (as the case may be) the Compensation\nCommittee.\n\n \n \nii.\nPursuant\nto the Trust Deed, all voting rights conferred on the Trust Shares shall be exercised by the Trustee in such manner as directed by\nthe Compensation Committee.\n\n \n \niii.\nThe\nTrustee must not accept any offer made for any of the grantee’s Trust Shares and must not give effect to any purported sale\nor acceptance by a grantee in respect of their Trust Shares unless in accordance with instructions from the Compensation Committee.\n\n \n\n*Transfer\nRestrictions.* Awards may not be transferred in any manner other than in accordance with the exceptions provided in the Share Option\nScheme 2023 or the relevant award agreement or otherwise determined by the Compensation Committee, such as transfers by will or the laws\nof descent and distribution.\n\n \n\n*Termination\nof the Share Option Scheme 2023.* The Share Option Scheme 2023 will continue and be in full force and may be terminated at any time\nby the Compensation Committee in its absolute discretion.\n\n \n\nOn\nFebruary 1, 2024, an aggregate of 1,180,000 options (after giving effect to the Reverse Split) to purchase Ordinary Shares at an exercise\nprice of $0.0005 per share, which were under the Share Option Scheme 2023, vested and were exercised as follows:\n\n \n\n(i)\n820,000\nOrdinary Shares were issued to C-Suite Executives upon the exercise of options as follows:\n\n \n\n \n\n \n\nName\n\n \n\n \n\n \n\nPosition\n\nNumber\nof Shares Issued (after giving effect to the Reverse Split)\n\n \n \n \n \n \n\nKenneth\nTeck Chuan Tan\n \nChief\nExecutive Officer\n \n460,000\n\nAbdul\nLatif Bin Zainal\n \nChief\nFinancial Officer\n \n294,000\n\nKen\nJing Wei Ang\n \nChief\nOperating Officer\n \n120,000\n\nHassan\nAbid\n \nChief\nTechnology Officer\n \n120,000\n\n \n\n(ii)\n360,000\nOrdinary Shares were issued to BSIP (BVI) Company Limited upon the exercise of options, and are held as Trust Shares for the benefit\nof fourteen employees, including 174,000 Ordinary Shares held in trust for Abdul Latif Bin Zainal.\n\n \n\nAs\nof the date of this Annual Report, no further options have been granted.\n\n \n\n84\n\n \n\n \n\n**Incentive\nCompensation**\n\n \n\nWe\ndo not maintain any cash incentive or performance-based compensation programs and did not maintain any such programs during the years\nended December 31, 2024 and December 31, 2025.\n\n \n\n**Financial\nAdvisor**\n\n \n\nThe\nCompany engaged Arc Group Limited (“ARC”) as its Financial Advisor in connection with its registration statement and press\nreleases related to its IPO. ARC agreed to provide 15 hours of financial advisory services in consideration of the Company granting ARC\npermission to use its name and transaction information on its website, brochure, and any other marketing materials as deemed fit by ARC,\nexplicitly including a “deal tombstone” on ARC’s website.\n\n \n\n**Foreign\nPrivate Issuer Exemption**\n\n \n\nWe\nare a “foreign private issuer,” as defined under Rule 3b-4(c) of the Exchange Act. As a result, we are exempt from some of\nthe requirements under the Exchange Act applicable to domestic issuers, and in accordance with the rules and regulations of Nasdaq, we\nmay choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate\ngovernance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:\n\n \n\n \n●\nExemption\nfrom filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual\nor special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of\ntheir occurrence, and from the disclosure requirements of Regulation FD.\n\n \n \n \n\n \n●\nExemption\nfrom Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders\nof U.S. companies that are subject to the Exchange Act.\n\n \n \n \n\n \n●\nExemption\nfrom the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant\na waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such\nwaiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private\nissuer exemption.\n\n \n\nFurthermore,\nNasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices\nin lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), but we are required to comply with Nasdaq’s Notification\nof Noncompliance requirement (Rule 5625) and Voting Rights requirement (Rule 5640), and to have an audit committee that satisfies Rule\n5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home\ncountry corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections\nafforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do\nso, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.\n\n \n\n**Labor\nunions, labor, and safety incidents**\n\n \n\nWe\nhave not set up a labor union for employees. We strive to maintain good relationships with our employees and provide them with a safe\nworking environment. During the fiscal years ended December 31, 2023, 2024, and 2025, and through the date of this Annual Report,\nour Operating Subsidiaries did not experience any form of industrial action of their employees or any work safety related incidents that\nled to material disruption of operations or claims against our Operating Subsidiaries.\n\n \n\n85"}