{"url_path":"/sec/brqsf/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":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1650575/0001213900-26-057706-index.html","accession_number":"0001213900-26-057706","cik":"0001650575","ticker":"BRQSF","issuer_name":"Borqs Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1650575/0001213900-26-057706-index.html","primary_entity_key":"0001650575","primary_entity_name":"Borqs Technologies, Inc."},"word_count":4897,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**Directors and Executive Officers**\n\n \n\nThe following table provides\ninformation regarding our executive officers and directors as of March 31, 2026:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n \n**Term expires at\nannual stockholders\nmeeting in year**\n\n**Board of Directors**\n \n \n \n \n \n \n\nPat Sek Yuen Chan\n \n61\n \nFounder, Chairman of the Board (Class III Director), Chief Executive Officer and Chief Financial Officer\n \n2027\n\nWan Yu (Lawrence) Chow, Ph.D.\n \n64\n \nClass I Director\n \nof the next meeting\n\n \n \n \n \n \n \n \n\nJi (Richard) Li\n \n66\n \nClass I Director\n \nof the next meeting\n\nFang-Wei (Steve) Tsao\n \n58\n \nClass II Director\n \n2026\n\n \n \n \n \n \n \n \n\n**Executive Officer**\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\nAnthony K. Chan\n \n71\n \nExecutive Director of Finance\n \n \n\n \n\nThe principal occupation and\nbusiness experience of our directors and executive officers is as follows:\n\n \n\n*Pat Sek Yuen Chan,*61,\nis the Chairman of our board of directors, as well as our Chief Executive Officer and President. He was the founder and Chairman of the\nboard of directors of Borqs International, and since 2007, he served as Borqs International’s Chief Executive Officer and President.\nMr. Chan has over 20 years of experience in the mobile network communications sector. Before founding Borqs, Mr. Chan served as Senior\nVice President and General Manager of the infrastructure business unit of UTStarcom Inc., a telecommunications equipment company, from\n2000 to 2007. Earlier, Mr. Chan was an engineering manager in Motorola, responsible for the development of the GPRS switching. Mr. Chan\nis an established entrepreneur and has received many awards, including the “High-Caliber Talent from Overseas Award” from\nthe PRC government and “2012 Beijing Entrepreneur of the Year” from Silicon Dragon. Mr. Chan received his bachelor’s\ndegree in computer science from the University of Toronto and his master’s degree in computer science from the University of British\nColumbia.\n\n \n\n*Wan Yu (Lawrence) Chow,\nPh.D.,* 64, was elected as an independent board member by our stockholders in December 2018. Dr. Chow has almost 30 years of experience\nin the ICT industry, he has extensive working experience with large and complex global FinTech, Telco + Network Equipment Provider &\nEducation industries with successful track record of delivering outstanding commercial and technical results in Fortune 500 organizations\nto small start-ups. He started his career in 1989 at various Silicon Valley tech companies including Xerox Corporation, Amdahl Corporation\nand Sun Microsystems. At Sun Micro, Dr. Chow served as the Chief Technical Consultant from 1993 to 1999 for the Greater China region.\nAfter serving as the Director of Strategic Alliance for PeopleSoft Inc., North Asia, from 2000 to 2001, he rejoined Sun Micro Greater\nChina as its CTO/NEP Technology Office from 2002 to 2008. He joined SAP China as Managing Partner from 2012 to 2015. Currently, he is\nserving as Director and Strategic Partner for QLIK Greater China since 2017. Dr. Chow received two Bachelor’s Degrees in Computer\nScience and Information System from Oregon State University in 1988 and earned a Master’s Degree in Computer Science from Pacific\nW. University in 1993. He received another Master’s Degree in Education Management from Tarlac State University in 2011. Dr. Chow\nreceived his PhD in Education Management from HKMA/Tarlac State University in 2015.\n\n \n\n54 \n\n \n\n \n\n*Ji (Richard) Li*, 66,\nwas elected as an independent board member by our stockholders in December 2018. Mr. Li has 23 years of experience in the telecom industry\nand he worked in various multinational companies. He started his career in 1982 as a lecturer in Huazhong University of Science and Technology\nin China. He was the General Manager of UTStarcom Inc. Shenzhen Office from 1995 to 2001, where he led a team to develop telecom switches\nbased on soft switch technology, and the product was launched in China with more than 50 million subscribers. Mr. Li was the Founder of\nFiberxon, Inc. from 2001 to 2004, where he led a team to develop fiber optics equipment, and this company was successfully sold to MRV\nCommunication. He was the founder and served as the Chief Executive Officer of AngleCare Inc. from 2005 to 2006, and led a team to develop\nmobile health care applications. Mr. Li was the CEO and General Manager of Wuhan HSC Technology Inc. from 2006 to 2007. he led a team\nto develop advertisement systems used for public transit systems and were successfully used in the Wuhan Taxi network. He has been serving\nas General Manager of Vinko Technology Inc. from 2010 to 2014, he led a team to develop telecom payment systems in China. He is currently\nan Angel Investor since 2014. Mr. Li received his Master’s Degree in Information Engineering from Huazhong University of Science\nand Technology.\n\n \n\n* Fang-Wei (Steve)\nTsao*, 58. Mr. Tsao is the CEO of Faspro Systems Ltd., a company specializing in wireless technology. He has extensive expertise in\nWi-Fi, 4G, and 5G wireless technology, as well as management, operations, sales, and marketing. Mr. Tsao holds a Master’s Degree\nin Computer Science and Information Engineering from Taiwan University. Prior to founding Faspro Systems in 2017, he held various leadership\nroles, including Business Head of Connectivity at Quanta Computer from 2006 to 2016, and sales and marketing positions at Cybertain from\n1998 to 2005. He also participated in two startup companies in 1994 and 2006. As CEO of Faspro Systems, he has leveraged his extensive\nbusiness development experience in Japan, the United States, Europe, and South Asia to drive the company’s growth and innovation\nin the wireless technology space. Mr. Tsao joined our Board as an independent director in June 2024.\n\n \n\n*Anthony Chan,* 71, is\nthe Executive Director of Finance since October 1, 2021, prior to which he was the Chief Financial Officer and Executive Vice President,\nCorporate Finance and joined the company in April 2015. Mr. Chan has over 30 years of experience in U.S. and China cross border investments\nand business operations. From July 2013 until March 2015, Mr. Chan served as the President of Asia Sourcing for Portables Unlimited in\nNew York, a distributor of T-Mobile USA. From March 2009 until July 2013, he served as the CFO for Tianjin Tong Guang Digital Broadcasting\nCo. Ltd, a mobile communications products company. For the 20 years prior to that, he was involved in multiple investment and technology\ntransfer projects between China, the U.S, and Europe, in the areas of communication products, chemical fibers, textile machinery and medical\nequipment. Mr. Chan received both his bachelor’s and MBA degrees from the University of California at Berkeley.\n\n \n\n**Executive Officers**\n\n \n\nOur executive officers are\ndesignated by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or\nexecutive officers. There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which\nany person referred to above was selected as a director or member of senior management.\n\n \n\n**Board of Directors and Corporate Governance**\n\n \n\nIn accordance with our memorandum\nand articles of association, our Board is divided into three classes, with the number of directors in each class to be as nearly equal\nas possible. The Company held its last annual general meeting (“AGM”) on December 20, 2024. Our existing Class III directors\nwill serve until our 2027 AGM, our existing Class II directors will serve until our 2026 AGM, and our Class I directors will serve until\nour 2025 AGM. At each annual general meeting, directors elected to succeed those directors whose terms expire shall be elected for a term\nof office to expire at the third annual general meeting following their election. If no AGM is held for a particular year, the expiring\nterm of the director will be automatically extended until the next AGM.\n\n \n\nOur board of directors, which\nis elected by our shareholders, is responsible for directing and overseeing our business and affairs. In carrying out its responsibilities,\nthe board selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements\nour corporate governance policies.\n\n \n\nOur board of directors and\nmanagement are committed to good corporate governance to ensure that we are managed for the long-term benefit of our stockholders, and\nwe have a variety of policies and procedures to promote such goals. To that end, during the past year, our board and management periodically\nreviewed our corporate governance policies and practices to ensure that they remain consistent with the requirements of the U.S. securities\nlaws, SEC rules, and the standards of the OTC Markets.\n\n \n\n55 \n\n \n\n \n\n**Meetings of the Board of Directors**\n\n \n\nOur board of directors and\ncommittees held 2 regular meetings and executed 9 unanimous written consents for the review and decision-making on Company matters during\nthe year 2025.\n\n \n\n**Stockholder Communications with the Board of\nDirectors**\n\n \n\nStockholders and other parties\ninterested in communicating directly with the board of directors may do so by writing to Board of Directors, c/o Borqs Technologies, Inc.,\nOffice B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, or by e-mail to sandra.dou@borqs.net. Stockholders and\nothers may direct their correspondence to our Secretary.\n\n \n\n**Independence of the Board of Directors**\n\n \n\nAn “independent director”\nis a person, other than an officer or employee of the Company or its subsidiaries, who has no relationship which in the opinion of the\nCompany’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities\nof a director. Our Board has determined that Mr. Chow, Mr. Li, and Mr. Tsao are “independent directors” as defined in the\nNasdaq listing standards and applicable SEC rules. Our independent directors will hold regularly scheduled meetings at which only independent\ndirectors are present.\n\n \n\n**Board Leadership Structure and Role in Risk\nOversight**\n\n \n\nThe Board does not have a\nlead independent director. Pat Chan is our Chief Executive Officer, Chief Financial Officer and Chairman of the Board.\n\n \n\n**Committees of the Board of Directors**\n\n \n\n**Audit Committee**\n\n \n\nThe members of our Audit Committee\nare Mr. Tsao (chairperson of the committee), Mr. Chow, and Mr. Li, each of whom is an independent director. Each member of the Audit Committee\nis financially literate and our Board determined Mr. Tsao qualifies as our “audit committee financial expert,” as such term\nis defined in Item 401(h) of Regulation S-K. Our Audit Committee charter details the responsibilities of the Audit Committee, including:\n\n \n\n \n●\nthe appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;\n\n \n\n \n●\npre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us and establishing pre-approval policies and procedures;\n\n \n\n \n●\nreviewing and discussing with the independent auditors all relationships the auditors have with us to evaluate their continued independence;\n\n \n\n \n●\nsetting clear hiring policies for employees or former employees of the independent auditors;\n\n \n\n \n●\nsetting clear policies for audit partner rotation in compliance with applicable laws and regulations;\n\n \n\n \n●\nobtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;\n\n \n\n \n●\nreviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC before us entering into such transaction; and\n\n \n\n \n●\nreviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.\n\n \n\n56 \n\n \n\n \n\n**Compensation Committee**\n\n \n\nThe members of our Compensation\nCommittee are Mr. Chow (chairman of the committee), Mr. Li and Mr. Tsao, each of whom is an independent director. Our Compensation Committee\ncharter details the principal functions of the Compensation Committee, including:\n\n \n\n \n●\nreviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation in executive session at which the Chief Executive Officer is not present;\n\n \n\n \n●\nreviewing and approving the compensation of all of our other executive officers;\n\n \n\n \n●\nreviewing our executive compensation policies and plans;\n\n \n\n \n●\nimplementing and administering our incentive compensation equity-based remuneration plans;\n\n \n\n \n●\nassisting management in complying with our proxy statement and annual report disclosure requirements;\n\n \n\n \n●\napproving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;\n\n \n\n \n●\nproducing a report on executive compensation to be included in our annual proxy statement; and\n\n \n\n \n●\nreviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.\n\n \n\nThe charter also provides\nthat the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or\nother adviser and will be directly responsible for the appointment, compensation, and oversight of the work of any such adviser. However,\nbefore engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, the Compensation Committee\nwill consider the independence of each such adviser, including the factors required by the SEC.\n\n \n\n**Nominating and Corporate Governance Committee**\n\n \n\nThe members of our Nominating\nand Corporate Governance Committee are Mr. Chow (chairman of the committee) and Mr. Li, each of whom is an independent director. Our Nominating\nand Corporate Governance Committee charter details the principal functions of the committee, including:\n\n \n\n \n●\ndeveloping the criteria and qualifications for membership on the Board;\n\n \n\n \n●\nrecruiting, reviewing, nominating, and recommending candidates for election or re-election to the Board or to fill vacancies on the Board;\n\n \n\n \n●\nreviewing candidates proposed by shareholders and conducting appropriate inquiries into the background and qualifications of any such candidates;\n\n \n\n \n●\nestablishing subcommittees to evaluate special or unique matters;\n\n \n\n \n●\nmonitoring and making recommendations regarding committee functions, contributions and composition;\n\n \n\n \n●\nevaluating, on an annual basis, the Board’s and management’s performance;\n\n \n\n \n●\nevaluating, on an annual basis, the Committee’s performance and reporting to the Board on such performance;\n\n \n\n \n●\ndeveloping and making recommendations to the Board regarding corporate governance guidelines for the Company;\n\n \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; and\n\n \n\n \n●\nretaining and terminating any advisors, including search firms to identify director candidates, compensation consultants as to director compensation and legal counsel, including sole authority to approve all such advisors’ or search firms’ fees and other retention terms, as the case may be.\n\n \n\n57 \n\n \n\n** **\n\n**Enterprise Risk Oversight Committee**\n\n \n\nThe members of our Enterprise\nRisk Oversight Committee are Mr. Tsao (chairperson of the committee), Mr. Chow, and Mr. Li, each of whom is an independent director. Our\nEnterprise Risk Oversight Committee charter details the principal functions of the committee, including carrying out the responsibility\nof overseeing the effectiveness of risk management policies, procedures and practices implemented by management of the Company with respect\nto strategic, operational, environmental, health and safety, human resources, legal and compliance and other risks faced by the Company.\n\n \n\n**Risk and Information Security Committee**\n\n \n\nThe members of our Risk and\nSecurity Committee are Mr. Chow (chairman of the committee) and Mr. Li, each of whom is an independent director. Our Risk and Security\nCommittee charter details the principal functions of the committee, including overseeing and reviewing the Company’s internal controls\nto protect the Company’s information and proprietary assets. Mr. Pat Chan, CEO & CFO of the Company, also serves as the Chief\nInformation Officer and the Chief Risk Officer for the committee.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nNo executive officer or director\nof ours has been involved in the last ten years in any of the following:\n\n \n\n \n●\nAny bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;\n\n \n\n \n●\nAny conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n \n\n \n●\nBeing subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;\n\n \n\n \n●\nBeing found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n\n \n●\nBeing the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or\n\n \n\n \n●\nBeing the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.\n\n \n\n58 \n\n \n\n \n\n**Executive Compensation**\n\n \n\n**Summary Compensation Table**\n\n \n\nPat Chan, Dexter Fong, and\nAnthony Chan are referred to in this Annual Report as our named executive officers.\n\n \n\nThe following table provides\ninformation regarding the compensation awarded to, or earned by, the named executive officers for the past two fiscal years.\n\n \n\n**Summary Compensation Table**\n\n \n\nName and principal position \nFiscal\nYear  \nSalary\n($)  \nBonus\n($)  \nStock\nawards\n($)  \nOption\nawards\n($)  \nNon-\nequity\nincentive\nplan\n($)  \nNon-\nqualified\ndeferred\nearnings\n($)  \nAll\n\nother\ncompen-\nsation\n($)  \nTotal\n($) \n\n  \n   \n   \n   \n   \n   \n   \n   \n   \n  \n\nAggregate Executive Officers & Directors (1) \n 2025  \n 447,200  \n 3,030,547  \n 2,435,600(2) \n -  \n -  \n -  \n -  \n 5,913,347 \n\n  \n 2024  \n 707,700  \n 262,250  \n 46,667(2) \n -  \n -  \n -  \n -  \n 1,016,617 \n\n \n\n(1)Commencing\nwith the fiscal year ended December 31, 2024, the Company presents aggregate compensation for its executive officers and members of the\nboard of directors, in accordance with the disclosure accommodation available to foreign private issuers under Form 20-F and consistent\nwith applicable home country practices, where individual compensation disclosure is not otherwise required or publicly made.\n\n \n\n(2)In\n2025 and 2024, the Company’s board of directors approved the issuance of restricted ordinary shares to our executives. Stock awards\nwere valued as of the date of the grant.\n\n \n\n**Outstanding Equity Awards at 2025 Year-End**\n\n \n\nThere were no outstanding\nvested or unvested stock options held by any executives as of December 31, 2025.\n\n  \n\n**Borqs Technologies, Inc. Equity Incentive Plan**\n\n \n\nEffective August 18, 2017,\nwe adopted the Borqs Technologies, Inc. 2017 Equity Incentive Plan (“Equity Incentive Plan”), with five million ordinary shares\nissuable pursuant to equity awards under the plan. The number of ordinary shares reserved for issuance under the Equity Incentive Plan\nwill increase automatically on January 1 of each of 2018 through 2027 by a number of shares that is equal to 5% of the aggregate number\nof outstanding ordinary shares as of the immediately preceding December 31. Due to the issuance of restricted ordinary shares to our staff\nin exchange for all stock options as described in the previous section, there were no outstanding vested or unvested stock options held\nby our staff as of December 31, 2025.\n\n \n\n59 \n\n \n\n \n\nIn addition, the following\nshares will be available for grant and issuance under our Equity Incentive Plan:\n\n \n\n \n●\nshares subject to options or share appreciation rights granted under our Equity Incentive Plan that cease to be subject to the option or stock appreciation right for any reason other than exercise of the option or share appreciation right;\n\n \n \n \n\n \n●\nshares subject to awards granted under our Equity Incentive Plan that are subsequently forfeited or repurchased by us at the original issue price;\n\n \n\n \n●\nshares subject to awards granted under our Equity Incentive Plan that otherwise terminate without shares being issued;\n\n \n \n \n\n \n●\nshares surrendered, cancelled, or exchanged for cash or a different award (or combination thereof).\n\n \n\nShares that otherwise become\navailable for grant and issuance because of the provisions above will not include shares subject to awards that initially became available\ndue to our substitution of outstanding awards granted by another company in an acquisition of that company or otherwise.\n\n \n\n*Eligibility.*The Equity\nIncentive Plan provides for the grant of incentive stock options to our employees and any parent and subsidiary corporations’ employees\nand the grant of nonqualified share options, restricted shares, restricted share units, share appreciation rights, share bonuses and performance\nawards to our employees, directors and consultants and our parent and subsidiary corporations’ employees and consultants. No more\nthan 5,000,000 shares may be issued as incentive stock options under the Equity Incentive Plan. In addition, no participant in the plan\nmay receive awards for more than 2,000,000 shares in any calendar year, except that new employees are eligible to be granted up to a maximum\nof award of 4,000,000 shares. An authorized number of shares under the Plan automatically increases at the end of each year by 5% of the\nthen-outstanding ordinary shares.\n\n \n\n*Administration.*The\nEquity Incentive Plan is administered by the Board or by our Compensation Committee; in this plan description, we refer to the Board or\nthe Compensation Committee as the plan administrator. The plan administrator determines the terms of all awards.\n\n \n\n*Types of Awards.*The\nEquity Incentive Plan allows for the grant of options, restricted shares, restricted share units, share appreciation rights, share bonuses\nand performance awards.\n\n \n\n*Award Agreements.*All\nawards under the Equity Incentive Plan are evidenced by an award agreement which shall set forth the number of shares subject to the award\nand the terms and conditions of the award, which shall be consistent with the Equity Incentive Plan.\n\n \n\n*Term of Awards.*The\nterm of awards granted under the Equity Incentive Plan is ten years.\n\n \n\n*Vesting Schedule and Price.*The plan administrator has the sole discretion in setting the vesting period and, if applicable, exercise schedule of an award, determining\nthat an award may not vest for a specified period after it is granted and accelerating the vesting period of an award. The plan administrator\ndetermines the exercise or purchase price of each award, to the extent applicable.\n\n \n\n*Transferability.*Unless\nthe plan administrator provides otherwise, the Equity Incentive Plan does not allow for the transfer of awards other than by will or the\nlaws of descent and distribution. Unless otherwise permitted by the plan administrator, options may be exercised during the lifetime of\nthe optionee only by the optionee or the optionee’s guardian or legal representative.\n\n \n\n*Changes in Capitalization.*In the event there is a specified type of change in our capital structure without our receipt of consideration, such as a share split,\nor if required by applicable law, appropriate adjustments will be made to the share maximums and exercise prices, as applicable, of outstanding\nawards under the Equity Incentive Plan.\n\n \n\n60 \n\n \n\n \n\n*Change in Control Transactions.*In the event of specified types of mergers or consolidations, a sale, lease, or other disposition of all or substantially all of our\nassets or a corporate transaction, outstanding awards under our Equity Incentive Plan may be assumed or replaced by any surviving or acquiring\ncorporation; the surviving or acquiring corporation may substitute similar awards for those outstanding under our Equity Incentive Plan;\noutstanding awards may be settled for the full value of such outstanding award (whether or not then vested or exercisable) in cash, cash\nequivalents, or securities (or a combination thereof) of the successor entity with payment deferred until the date or dates the award\nwould have become exercisable or vested; or outstanding awards may be terminated for no consideration. The plan administrator may, on\na discretionary basis, accelerate, in full or in part, the vesting and exercisability of the awards.\n\n \n\n*Governing Law and Compliance\nwith Law.*The Equity Incentive Plan and awards granted under it are governed by and construed in accordance with the laws of the British\nVirgin Islands. Shares will not be issued under an award unless the issuance is permitted by applicable law.\n\n \n\n*Amendment and Termination.*The Equity Incentive Plan terminates ten years from the date it was approved by our shareholders, unless it is terminated earlier\nby our Board. Our Board may amend or terminate our Equity Incentive Plan at any time. Our Board may generally amend the plan without shareholder\napproval unless required by applicable law.\n\n \n\n**Compensation Committee Interlocks and Insider\nParticipation**\n\n \n\nAs of the date of this Annual\nReport, no officer or employee serves as a member of the Compensation Committee. None of our executive officers serves as a member of\nthe Board or Compensation Committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.\n\n \n\n**Limitation of Liability and Indemnification\nof Directors and Officers**\n\n \n\nOur memorandum and articles\nof association, the BVI Business Companies Act, (as amended), and the common law of the British Virgin Islands allow us to indemnify our\nofficers and directors from certain liabilities. Our memorandum and articles of association provides that we may indemnify, hold harmless\nand exonerate against all direct and indirect costs, fees and expenses of any type or nature whatsoever, any person who (a) is or was\na party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director, officer, key\nemployee, adviser of our company; or (b) is or was, at the request of our company, serving as a director of, or in any other capacity\nis or was acting for, another Enterprise.\n\n \n\nWe will only indemnify the\nindividual in question if the relevant indemnitee acted honestly and in good faith with a view to the best interests of our company and,\nin the case of criminal proceedings, the indemnitee had no reasonable cause to believe that his conduct was unlawful. The decision of\nour directors as to whether an indemnitee acted honestly and in good faith and with a view to the best interests of our company and as\nto whether such indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for\nthe purposes of our charter, unless a question of law is involved.\n\n \n\nThe termination of any proceedings\nby any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the\nrelevant indemnitee did not act honestly and in good faith and with a view to the best interests of our company or that such indemnitee\nhad reasonable cause to believe that his conduct was unlawful.\n\n \n\nWe may purchase and maintain\ninsurance, purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter\nof credit, or surety bond in relation to any indemnitee or who at our request is or was serving as a Director, officer or liquidator of,\nor in any other capacity is or was acting for, another Enterprise, against any liability asserted against the person and incurred by him\nin that capacity, whether or not we have or would have had the power to indemnify him against the liability as provided in our memorandum\nand articles of association.\n\n \n\n61 \n\n \n\n \n\nWe have insurance policies\nunder which, subject to the limitations of the policies, coverage is provided to our directors and officers against loss arising from\nclaims made because of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities\nmatters, and to us with respect to payments that may be made by us to these officers and directors pursuant to our indemnification obligations\nor otherwise as a matter of law.\n\n \n\nWe have entered into indemnification\nagreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained\nin the BVI Companies Act, 2004 or our charter. These indemnification agreements require us, among other things, to indemnify our directors\nand executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also\nrequire us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit\nor proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive\nofficers.\n\n \n\nAt present, we are not aware\nof any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or\nis or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or\nother enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for\nindemnification."}