{"url_path":"/sec/byah/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/A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1986247/0001213900-26-057152-index.html","accession_number":"0001213900-26-057152","cik":"0001986247","ticker":"BYAH","issuer_name":"Park Ha Biological Technology Co., Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1986247/0001213900-26-057152-index.html","primary_entity_key":"0001986247","primary_entity_name":"Park Ha Biological Technology Co., Ltd."},"word_count":3408,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES** \n\n \n\n**A.\nDirectors and Senior Management**\n\n \n\nThe\nfollowing table sets forth certain information concerning our directors and executive officers as of the date of this annual report.\nThe business address for our directors and executive officers is that of our principal executive offices at 901, Building C, Phase 2,\nWuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province, People’s Republic\nof China 214000.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nXiaoqiu Zhang\n \n46\n \nChief Executive Officer,\nChairperson of the Board of Directors\n\nLi Wang\n \n43\n \nDirector\n\nXiaoyan Zhu\n \n48\n \nChief Financial Officer\n\nXinyu Li\n \n41\n \nProduct Manager, Chief\nTechnology Officer\n\nYanan Shan\n \n41\n \nIndependent Director\n\nQixiong Sheng\n \n46\n \nIndependent Director\n\nXiaozhong Yu\n \n46\n \nIndependent Director\n\nDa Yang\n \n38\n \nIndependent Director,resigned\non August 25,2025\n\n \n\n**Ms.\nXiaoqiu Zhang** has served as the CEO of Xinzhan since March 2016. Ms. Zhang has over 10 years of business success, with a\ndiverse knowledge of operations management and corporate governance. She became a Director of Park Ha Cayman on October 11, 2022. She\nis also serving as the independent director and chair of nominating and corporate governance committee of Mingteng International Corporation\nInc. (Nasdaq: MTEN). She started her career working as a manager from September 2000 to May 2015 in Wuxi Jiazi Healthy Consulting\nCo., Ltd. From June 2015 to February 2016, Ms. Zhang served as the director of TopLinker Co., Ltd. (National Equities\nExchange and Quotations: 837914). Ms. Zhang became CEO of Park Ha Cayman on July 5, 2023. Ms. Zhang completed post-secondary education\nat Nanjing Political College in 2005 and graduated from Northeast University of Finance and Economics with a Bachelor’s Degree\nin Business Administration in October 2020. In addition, Ms. Zhang completed the senior general manager program at China Europe International\nBusiness School in November 2020.\n\n \n\n107\n\n \n\n \n\n**Ms.\nLi Wang** has served as our Director of Xinzhan since May 2018 and a Director of Park Ha Cayman since July 5, 2023. Ms. Wang\nworked as a commissioner from November 2005 to December 2008 in Wuxi Wuzhou International Home and Live Mall Co., Ltd. From\nMarch 2009 to February 2010, Ms. Wang served as a property consultant in WorldUnion Properties Consultancy Co., Ltd. From May 2010\nto July 2012, Ms. Wang worked in Southern Jiangsu Province SUNAC Real Estate Development Co., Ltd as a sale assistant. Ms. Wang\nworked as a sales administrator in Jinke Real Estate Development Co., Ltd in July 2012 to April 2018. Ms. Wang has been pursuing\na technical college degree in Law in Wuxi Taihu College since July 2021.\n\n \n\n**Ms.\nXiaoyan Zhu** has served as the CFO of Xinzhan since May 2016 and our CFO since July 2024. Ms. Zhu served as Accounting Supervisor\nof Wuxi Yongxin Material Company since 1998 to 2000. Ms. Zhu also served as the Chief Finance Officer of Wuxi Lantu Decoration Limited.\nsince 2002 to 2006. Prior to joining us, Ms. Zhu was the Chief Technology Officer and an executive director in the Wuxi Qingcheng Beauty\nSalon from 2005 to 2012. From 2013 to 2016, she was a freelancer. Ms. Zhu received a technical college degree in Economics and Administration\nManagement from Nanjing Political Science Institute of Politics in 2007.\n\n \n\n**Ms.\nXinyu Li** has served as our Product Manager of Park Ha Shanghai since May 2021. Ms. Li also became Park Ha Cayman’s Chief\nTechnology Officer in July 2024. Ms. Li served as a secretary in XI’AN LEAD Metrology Co., Ltd from June 2005 to August 2006. And\nMs. Li worked in foreign trade in Shanghai Longxin Glassware Co., Ltd from August 2006 to October 2007. From November 2007 to June 2010,\nMs. Li worked as business section chief in Shanghai La Fantcy Cosmetics Co., Ltd. From June 2010 to September 2019, Ms. Li worked\nas product manager in Shanghai Zhengmingming Cosmetics Co., Ltd. Ms. Li worked as product manager in Wuxi Ailing Biotechnology Co., Ltd\nfrom September 2019 to November 2020. Ms. Li completed undergraduate coursework as an English major at Xi’an International Studies\nUniversity in June 2006.\n\n \n\n**Ms.\nYanan Shan** will be appointed as an independent director and will be the chairman of the audit committee and a member of the compensation\ncommittee and the nominating committee of our Company. Ms. Shan has over 18 years of experience in accounting. She has served as the\nBoard Secretary and Chief Financial Officer at Wuxi Al-Top New Metal Material CO., Ltd (National Equities Exchange and Quotations, “the\nNew Third Board”: 872285) since April 2013. Previously, she served as the Financial Supervisor at Suzhou Dongshan Precision Manufacturing\nCo., Ltd. from June 2010 to March 2013, and General Ledger Accountant at Wuxi Tongda Jinxing Steel Cutting Co., Ltd from September\n2006 to April 2010. She is a Certified Management Accountant and holds an Accounting Professional Qualification (Intermediate) (China)\nand a Board Secretary Qualification Certificate from the Shenzhen Stock Exchange. She completed post-secondary education in Accounting\nat Suzhou University in 2014.\n\n \n\n108\n\n \n\n  \n\n**Mr.\nQixiong Sheng** is our independent director and the chairman of the compensation committee and a member of the audit committee\nand the nominating committee of our Company. Mr. Sheng is a seasoned professional with 22 years of experience in the automotive industry.\nCurrently, he serves as the General Manager of the Porsche brand at Wuxi Yongda Dongfang Automobile Sales & Service Co., Ltd., a\nsubsidiary of China Yongda Automobile Services Hldg (SEHK: 3669). He co-currently holds the role of Regional Director for the Porsche\nGroup, Southern Region, overseeing six companies in the Southern Region. He is also the Head of New Energy Group (Jiangsu) managing multiple\nnew energy vehicle brands in Jiangsu Province. Previously, Sheng held significant positions such as General Manager for the BMW brand\nat Wuxi Baochenggaohui Automobile Sales & Service Co., Ltd, in Ningbo, Zhejiang Province, from May 2011 to April 2014, and for the\nMINI brand at Wuxi Baocheng Automobile Sales & Service Co., Ltd in Wuxi from July 2007 to December 2011. Mr. Sheng is also an active\ncommunity in the automotive industry in Wuxi, and currently serves as the Vice President of the Wuxi Automotive Industry Association.\nHe completed post-secondary education in Marketing at Shanghai Business School in 2002.\n\n \n\n**Mr.\nXiaozhong Yu**is our independent director and the chairman of the nominating committee and a member of the compensation committee\nand the audit committee of our Company. As the Director of Beijing Tianchi Juntai (Wuxi) Law Firm, Mr. Yu has a wealth of experience\nin the legal industry. Mr. Yu serves as legal counsel to over 20 governmental and corporate entities, excelling in a wide variety of\ncases including criminal, civil, and administrative litigation and arbitration. He also provides legal advice to several private companies\non compliance and risk management covering company establishment, employment matters, internal policy development, contract drafting,\nenvironmental law compliance, taxation, and workplace safety. Furthermore, he provides legal support and advice to local administrative\nagencies such as regulatory documents drafting, contract review, and administrative penalties. Mr. Yu was named the “Outstanding\nLawyer in Wuxi 2016 – 2017” and the “Outstanding Young Lawyer in Wuxi 2017 – 2018”. He also holds leadership\nroles in the Wuxi Lawyers’ Association. Mr. Yu obtained a Bachelor’s Degree in Law from Jiangnan University in 2002.\n\n \n\n**Mr.\nDa Yang** is our independent director. Mr. Yang has had many years of experience in sales and marketing. Mr. Yang served as the\nmarket director in Beijing City New Space Technology Co., Ltd. since January 2021. From June 2017 to June 2020, Mr. Yang was a senior\nmarketing manager in Gome Insurance Brokers Limited. From October 2015 to August 2016, Mr. Yang was an assistant to the general manager\nin Dade Liangju Trading (Beijing) Co., Ltd. Mr. Yang obtained his college degree in music performance (music) from Capital Normal University\nin 2008.MR.Da Yang resigned from the company on August 25, 2025.\n\n \n\n109\n\n \n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships among any of our directors or executive officers as defined in Item 401 of Regulation S-K.\n\n \n\n**B.\nCompensation**\n\n \n\nFor\nthe fiscal year ended October 31, 2025, we paid an aggregate of RMB368,846 (US$51,120) to our executive officers. We have not set\naside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. The PRC\nsubsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension\ninsurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.\n\n \n\n**Employment\nAgreements**\n\n \n\nWe\nhave entered into employment agreements with each of our executive officers. Each executive officer has agreed to hold, both during and\nafter the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance\nof his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets,\nany confidential information or trade secrets of our customers or prospective customers, or the confidential or proprietary information\nof any third party received by us and for which we have confidential obligations and rights for these inventions, designs and trade secrets.\n\n \n\nIn\naddition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the\nterm of his or her employment. Specifically, each executive officer has agreed not to engage in business that is similar or identical\nto the Company’s business, or to provide assistance for any individual or organization who is involved in similar or identical\nbusiness with the Company.\n\n \n\n**C.\nBoard Practices**\n\n \n\n**Board\nof Directors and Committees**\n\n \n\nOur\nBoard of Directors consists of six directors. A director is not required to hold any shares in our Company to qualify to serve as a director.\nSubject to the rules of the relevant stock exchange and disqualification by the chairman of the board of directors, a director may vote\nwith respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise\nall the powers of the Company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities\nwhenever money is borrowed or as security for any obligation of the Company or of any third party. There are no directors’ service\ncontracts with the Company or its subsidiaries providing for benefits upon termination of employment.\n\n \n\nWe\nhave established an audit committee, a compensation committee and a nominating and corporate governance committee under the Board of\nDirectors. We have adopted a charter for each of the three committees.\n\n \n\n110\n\n \n\n \n\nEach\ncommittee’s members and functions are described below.\n\n \n\n*Audit\nCommittee.* Our audit committee consists of Ms. Yanan Shan, Mr. Qixiong Sheng, and Mr. Xiaozhong Yu and Ms. Yanan Shan is the\nchair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the\nfinancial statements of our company. The audit committee is responsible for, among other things:\n\n \n\n \n●\nappointing the independent\nauditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n \n\n \n●\nreviewing with the independent\nauditors any audit problems or difficulties and management’s response;\n\n \n\n \n●\ndiscussing the annual audited\nfinancial statements with management and the independent auditors;\n\n \n\n \n●\nreviewing the adequacy\nand effectiveness of our accounting and internal control policies and procedures;\n\n \n\n \n●\nreviewing and approving\nall proposed related party transactions;\n\n \n\n \n●\nmeeting separately and\nperiodically with management and the independent auditors; and\n\n \n\n \n●\nmonitoring compliance with\nour code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n \n\n*Compensation\nCommittee**.***Our compensation committee consists of Ms. Yanan Shan, Mr. Qixiong Sheng, and Mr. Xiaozhong Yu and Mr. Qixiong\nSheng is the chair of our compensation committee. The compensation committee is responsible for, among other things:\n\n \n\n \n●\nreviewing and approving,\nor recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;\n\n \n\n \n●\nreviewing and recommending\nto the shareholders for determination with respect to the compensation of our directors;\n\n \n\n \n●\nreviewing periodically\nand approving any incentive compensation or equity plans, programs or similar arrangements; and\n\n \n\n \n●\nselecting compensation\nconsultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence\nfrom management.\n\n \n\n*Nominating\nCommittee.* Our nominating committee consists of Ms. Yanan Shan, Mr. Qixiong Sheng, and Mr. Xiaozhong Yu and Mr. Xiaozhong Yu is the\nchair of our nominating committee. We have determined that Ms. Yanan Shan, Mr. Qixiong Sheng, and Mr. Xiaozhong Yu satisfy the “independence”\nrequirements under Nasdaq Rule 5605. The nominating committee will assist the Board of Directors in selecting individuals qualified to\nbecome our directors and in determining the composition of the board and its committees. The nominating committee is responsible for,\namong other things:\n\n \n\n \n●\nselecting and recommending\nto the board nominees for election by the shareholders or appointment by the board;\n\n \n\n \n●\nreviewing annually with\nthe board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience\nand diversity;\n\n \n\n \n●\nmaking recommendations\non the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and\n\n \n\n \n●\nadvising the board periodically\nwith regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable\nlaws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to\nbe taken.\n\n \n\n111\n\n \n\n \n\n**Duties\nof Directors**\n\n \n\nAs\na matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care,\ndiligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) a duty\nto act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) a duty\nto exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should\nnot improperly fetter the exercise of future discretion; (iv) a duty to exercise powers fairly as between different classes of shareholders;\n(v) a duty to exercise independent judgment; and (vi) a duty not to put themselves in a position in which there is a conflict\nbetween their duty to the company and their personal interests. In fulfilling their duty of care to our Company, our directors must ensure\ncompliance with our amended and restated memorandum and articles of association, as amended and restated from time to time. Our Company\nmay have the right to seek damages if a duty owed by our directors is breached.\n\n \n\nOur\nBoard of Directors has all the powers necessary for managing, and, for directing and supervising, our business affairs. The functions\nand powers of our Board of Directors include, among others:\n\n \n\n \n●\nconvening shareholders’\nannual and extraordinary general meetings and reporting its work to shareholders at such meetings;\n\n \n\n \n●\ndeclaring dividends and\ndistributions;\n\n \n\n \n●\nappointing officers and\ndetermining the term of office of the officers;\n\n \n\n \n●\nexercising the borrowing\npowers of our company and mortgaging the property of our company; and\n\n \n\n \n●\napproving the transfer\nof shares in our company, including the registration of such transfer in our register of members.\n\n \n\n**Terms\nof Directors and Officers**\n\n \n\nOur\ndirectors may be appointed by an ordinary resolution of our shareholders. Alternatively, our Board of Directors may, by the majority\nresolution of the directors, appoint any person as a director to fill a casual vacancy on our board or as an addition to the existing\nboard. Our directors are not automatically subject to a term of office and hold office until such time as they are removed from office\nby an ordinary resolution of our shareholders. In addition, a director will cease to be a director if he (i) becomes bankrupt or makes\nany arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his\noffice by notice in writing; (iv) without special leave of absence from our board, is absent from meetings of our board for three\nconsecutive meetings and our board resolves that the director has, by reason of such absence, vacated office; or (v) is removed\nfrom office by resolution of all of the other directors (being no less than two in number).\n\n \n\nOur\nofficers are appointed by and serve at the discretion of the Board of Directors, and may be removed by our Board of Directors.\n\n \n\n112\n\n \n\n \n\n**D.\nEmployees**\n\n \n\nAs\nof October 31, 2025, we had 40 full-time employees in China. The following table sets forth a breakdown of our full-time employees by\nfunction as of October 31, 2025.\n\n \n\nFunctions \nAs\nof\nOctober 31,\n2025 \n\nSenior Management \n 3 \n\nWarehouse Management \n 1 \n\nFinance \n 1 \n\nResearch and Development \n 1 \n\nProduction & Procurement \n 1 \n\nSales and Marketing \n 29 \n\nHuman Resources & Administration \n 2 \n\nGeneral Affairs \n 3 \n\nTotal \n 41 \n\n \n\nOur\nsuccess depends on our ability to attract, motivate, train and retain qualified personnel. We believe we offer our employees competitive\ncompensation packages and an environment that encourages self-development and, as a result, have generally been able to attract\nand retain qualified personnel and maintain a stable core management team.\n\n \n\nAs\nrequired by regulations in China, we participate in various mandatory employee social security plans that are organized by local governments,\nincluding social insurance, pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance\nand housing insurance. We are required under Chinese law to make contributions to employee benefit plans at specified percentages of\nthe salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government.\n\n \n\nOur\nemployees are not represented by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a\ngood working relationship with our employees and to date, we have not experienced any significant labor disputes.\n\n \n\n**E.\nShare Ownership**\n\n \n\nAs\nof the date of this annual report, the company authorized share capital is US$3,000,000 divided into 2,400,000,000 Class A Ordinary Shares\nof par value of US$0.001 each and 600,000,000 Class B Ordinary Shares of par value US$0.001 each, of which 2,839,524 have been issued\nand outstanding as Class A Ordinary Shares of par value of US$0.001 each and 381,000 have been issued and outstanding as Class B Ordinary\nShares of par value of US$0.001.\n\n \n\n113\n\n \n\n \n\nThe\nfollowing tables sets forth the principal holders of the company issued and outstanding share capital and their respective shareholding\nas the date of this annual report.\n\n \n\n  \nClass A\n\nOrdinary Shares  \nClass B\n\nOrdinary Shares  \nVoting\n\nPower \n\n  \nNumber  \n**%(1)**  \nNumber  \n**%(1)**  \n% \n\nName of Beneficial Owners \n   \n   \n   \n   \n  \n\nDirectors\nand Executive Officers: \n    \n    \n    \n    \n   \n\nXiaoqiu\nZhang(2) \n —  \n —  \n 381,000  \n 100  \n 72.85 \n\nLi Wang(3) \n *  \n *  \n —  \n —  \n — \n\nXiaoyan\nZhu(3) \n *  \n *  \n —  \n —  \n — \n\nXinyu\nLi \n —  \n —  \n —  \n —  \n — \n\nYanan\nShan \n —  \n —  \n —  \n —  \n — \n\nQixiong\nSheng \n —  \n —  \n —  \n —  \n — \n\nXiaozhong\nYu \n —  \n —  \n —  \n —  \n — \n\nAll\nexecutive officers and directors as a group (6 persons) \n —  \n —  \n 381,000  \n 100  \n 72.85 \n\n  \n    \n    \n    \n    \n   \n\n5%\nor Greater Shareholders: \n    \n    \n —  \n —  \n — \n\nXiaoqiu\nHolding Ltd(2) \n —  \n —  \n 381,000  \n 100  \n 72.85 \n\nJie\nCao \n 157,000  \n 5.53  \n —  \n —  \n 1.50 \n\nLingfu\nFan \n 154,600  \n 5.45  \n —  \n —  \n 1.48 \n\nMinyun\nLi \n 157,400  \n 5.54  \n —  \n —  \n 1.50 \n\nLiujie\nInternational Holding Limited \n 311,000  \n 10.95  \n —  \n —  \n 2.97 \n\nQi\nMeng \n 147,400  \n 5.19  \n —  \n —  \n 1.41 \n\nMinyun\nInternational Holding Limited \n 251,000  \n 8.84  \n —  \n —  \n 2.40 \n\nYajie\nInternational Holding Limited \n 311,261  \n 10.96  \n —  \n —  \n 2.98 \n\nZhongyong\nImport And Export Trade Co., Limited \n 180,000  \n 6.34  \n —  \n —  \n 1.72 \n\nQianqian\nZhou \n 151,400  \n 5.33  \n —  \n —  \n 1.45 \n\nOthers \n 1,018,463  \n 35.87  \n —  \n —  \n 9.74 \n\n \n\n \n*\nLess than 1%\n\n \n\n \n(1)\nApplicable percentage of ownership is based on 2,839,524\nclass A Ordinary Shares and 381,000 Class B Ordinary Shares issued and outstanding as of the date of this annual report. Holders\nof Class A Ordinary Shares are entitled to one (1) vote per share. Holders of Class B Ordinary Shares are entitled to twenty (20)\nvotes per share.\n\n \n\n \n(2)\nXiaoqiu Zhang beneficially\nowns 381,000 Class B Ordinary Shares indirectly through Xiaoqiu Holding Ltd, a company formed under the laws of the British Virgin\nIslands and of which Xiaoqiu Zhang is the sole shareholder and director.\n\n \n\n \n(3)\nChangxin International\nLimited Partnership, a company formed under the laws of the British Virgin Islands, of which Li Wang, Xiaoyan Zhu and Guozhen Liu\nare limited partners.\n\n \n\n**F.\nDisclosure of a registrant’s action to recover erroneously awarded compensation**\n\n \n\nNot\napplicable.\n\n \n\n114"}