{"url_path":"/sec/cchh/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/2074123/0001213900-26-057844-index.html","accession_number":"0001213900-26-057844","cik":"0002074123","ticker":"CCHH","issuer_name":"CCH Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","primary_entity_key":"0002074123","primary_entity_name":"CCH Holdings Ltd"},"word_count":4948,"has_tables":true,"body_markdown":"**Item\n6. Directors, Senior Management and Employees**\n\n** **\n\n6A.\nDirectors and senior management\n\n \n\nSet\nforth below is information concerning our directors, executive officers and other key employees as of the date of this annual report.\nThe following individuals are members of the board of directors and executive management of the Company.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\n**Directors and Executive Officers**\n \n \n \n \n\nGoh Kok E\n \n40\n \nChairman, Director and Co-Chief Executive Officer, and Chief Operating Officer\n\nMhlengi Prevail Mafu\n \n29 \n \nDirector and Co-Chief Executive Officer\n\nBenjamin Yap Kean Ming\n \n43\n \nChief Financial Officer\n\n**Non-Executive Directors**\n \n \n \n \n\nNg Yah Ling\n \n55\n \nIndependent Director\n\nWu Wai Kong\n \n41\n \nIndependent Director\n\nAng Woei Shang\n \n39\n \nIndependent Director\n\n \n\n49\n\n \n\nThe\nfollowing is a brief biography of each of our executive officers and directors:\n\n \n\n**Goh\nKok E**, aged 40, is chairman of the board, co-chief executive officer of the Company and is a director. As an award-winning entrepreneur\nand strategic leader, Mr. Goh Kok E has over 15 years of experience in conceptualizing, scaling, and managing successful food\nand beverage brands across Malaysia and Southeast Asia. As a co-founder and chief executive officer of STCH Holding since 2019, Mr. Goh\nKok E drives innovation through a diverse restaurant portfolio that blends authentic Asian culinary traditions with modern, scalable\nbusiness models. From 2009 to 2014, Mr. Goh Kok E held the position of managing director and chief executive officer at Kopitan\nClassic. He has also been an investor in a rising star restaurant in the modern food and beverage industry known for its traditional\nnoodle dishes, since 2024. Mr. Goh Kok E is dedicated to operational excellence, brand integrity, community impact, and cross-border\nexpansion.\n\n \n\n**Mhlengi Prevail Mafu**,\naged 29, is co-chief executive officer of the Company and is a director. A highly motivated international sales professional, Ms. Mafu\nhas over five years of experience in global trade. Prior to joining the Company, she was AI transformation advisor in Beijing Technology\nCompany from November 2024 to February 2026. From March 2022 to December 2024, Ms. Mafu worked as the foreign sales manager in Beijing\nTrading Company. Between January 2021 to February 2022, Ms. Mafu worked as the sales assistant in Beijing Technology Company. Ms. Mafu\nreceived her bachelor’s degree in international economics and trade from China West Normal University in June 2021, and her master’s\ndegree in accounting from Wuhan Textile University in June 2025.  \n\n \n\n**Benjamin Yap Kean Ming**,\naged 43, has served as the chief financial officer of the Company since March 2025. He has extensive experience in multinational\ncompanies across various sectors, including manufacturing, food production, fast-moving consumer goods, wholesale, retail, logistics,\nproperty development, and plantation. Mr. Yap began his career at Ernst & Young in 2005, before joining Fujikura Federal\nCables Sdn. Bhd. in 2008 as an accountant and internal controller. He then worked at Kerry Ingredients (M) Sdn. Bhd. and Keluarga\nGroup as an accountant from 2013 to 2016 and 2016 to 2019, respectively. In 2020, he joined Aspen Group as a corporate reporting manager,\nand in 2021, he became the chief financial officer at United Oil Palm Group. During his three years there, Mr. Yap oversaw the\ngroup’s accounts and finance functions in preparation for its initial public listing in the U.S. He holds a bachelor’s\ndegree in commerce from the University of Adelaide, Australia, and is a member of Certified Practicing Accountant (CPA) Australia and\nthe Malaysian Institute of Accountants (MIA).\n\n \n\n**Independent\nDirector**\n\n \n\n**Ng Yah Ling**,\naged 55, is an independent director. Ms. Ng is a chartered accountant and began her career as an account clerk at Hong Leong Management\nCo. Sdn Bhd in 1992 and then worked at SH Yeoh & Co., an auditing firm, for six years from 1997 to 2003, before joining Chuah Hong\nBoon & Co. as an audit manager for another three years. Since 2013, Ms. Ng has served as the director of several companies including\nPremier Accountancy Services Sdn Bhd, Premier Corporate Advisory Sdn Bhd, Premier Vat Consultancy Sdn Bhd and Premier Business Solutions\nSdn Bhd, which are Malaysian companies focusing on comprehensive business advisory services. She is a member of the Malaysian Institute\nof Accountants (MIA) and the Malaysian Association of Company Secretaries.\n\n \n\n**Wu\nWai Kong**, aged 41, is an independent director. Mr. Wu had experience working in food manufacturing, food trading, and property\nmanagement in the early years of his career. Since 2019, he has served as an executive director of Kanger International Berhad, a public\ncompany in Malaysia that specializes in property development, construction, and building material trading. He has also served as the\nchief executive officer of Larq Holding Sdn Bhd, a Malaysian investment holding company focusing on property development, food and beverages,\nand aquaculture sectors since 2022. Mr. Wu is the recipient of the World Chinese Excellent Young Entrepreneur Achievement award from\nthe 2020 World Chinese Economic Summit. He holds a bachelor’s degree in hospitality from the Swiss Hotel Management School.\n\n** **\n\n**Ang\nWoei Shang**, aged 39, is an independent director. He is the founding partner of WS Ang & Associates and has been a lawyer\nin Malaysia since 2011, specializing primarily in litigation. Mr. Ang’s has a deep understanding of legal risk assessment, dispute\nresolution, and contract enforcement through his lawyering career. He holds a bachelor’s degree in laws from the University of\nMalaya and is a member of the Malaysian Bar.\n\n \n\n**Family\nRelationships**\n\n \n\nNo\nfamily relationship exists between any of our directors and executive officers.\n\n \n\n50\n\n \n\n6B.\nCompensation\n\n \n\nFor the year ended December 31,\n2025, we paid an aggregate of approximately US$0.25 million , in cash to our executive officers and directors. We have not set\naside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our Malaysian\nsubsidiaries are required by law to contribute certain percentages of each employee’s salary to statutory funds, including the Employees\nProvident Fund for retirement savings, the Social Security Organization for employment injury and invalidity protection, the Employment\nInsurance System for unemployment protection and the Human Resources Development Fund for employee training and skills development.\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\n**2025\nEquity Incentive Plan**\n\n \n\nOn\nOctober 27, 2025, the Board of Directors of the Company approved the grant of 2,512,500 restricted shares to four grantees under the\nCompany’s 2025 Equity Incentive Plan. The restricted shares vest ratably over a four-year period, contingent upon the participant’s\ncontinuous service. The awards are subject to standard transfer restrictions and the Company’s right of first refusal, and notably,\nthe underlying shares do not confer voting rights (whether vested or unvested).\n\n \n\n**Authorized\nShares**\n\n \n\nThe maximum number of Class A Ordinary Shares may be subject to awards\npursuant to the 2025 Equity Incentive Plan is 5,000,000 initially. The aggregate number of Class A Ordinary Shares available for issuance\nunder the 2025 Equity Incentive Plan will be increased on January 1 of the fiscal year immediately following the fiscal year in which\nan initial public offering of our shares is consummated, by an amount equal to 1% of the total number of Class A Ordinary Shares issued\nand outstanding on December 31 of the immediately preceding fiscal year.\n\n \n\n**Administration**\n\n \n\nOur\nboard of directors or a committee of the board of directors or officers to which the board of directors delegates the authority administers\nthe 2025 Equity Incentive Plan. The administrator will determine the participants to receive awards, the type and number of awards to\nbe granted to each participant and the provisions and terms and conditions of each award. In the event that any *dividend* or other\ndistribution, recapitalization, share division, share consolidation, reorganization or any change in the corporate structure of the Company\naffecting the shares occurs, the administrator will make adjustment with respect to the number and class of shares that may be delivered\nunder the 2025 Equity Incentive Plan and/or the number, price and class of shares covered by outstanding awards, in order to prevent\ndiminution of the benefits intended to be made available under the 2025 Equity Incentive Plan.\n\n \n\n**Awards\nunder the Equity Incentive Plan**\n\n \n\n*Share\nOptions.* Share options may be granted under the 2025 Equity Incentive Plan. The administrator determines the exercise price for each\noption award, which is stated in the award agreement and should in no case be lower than the par value of our Class A Ordinary Shares.\nOne-fourth (1/4) of the shares subject to an option will vest on each of the first, second, third and fourth annual anniversaries of\nthe vesting commencement date, unless otherwise provided in the award agreement.\n\n \n\n*Restricted\nShares.*A restricted share award agreement will specify restrictions on the duration of the restricted period and the number of shares\ngranted. Restricted shares may not be sold, transferred or pledged until the end of the restricted period and may be subject to forfeiture\nupon a termination of employment or service with us. Unless otherwise provided in the award agreement, the holder of restricted shares\nwill be entitled to receive all dividends and other distributions paid with respect to the ordinary shares, subject to the same restrictions\non transferability and forfeitability as the underlying shares of restricted shares. One-fourth (1/4) of the restricted shares will vest\non each of the first, second, third and fourth annual anniversaries of the vesting commencement date, unless otherwise provided in the\naward agreement.\n\n \n\n*Restricted\nShare Units.*A restricted share award agreement will specify restrictions on the duration of the restricted period and the number\nof shares granted. Restricted shares may not be sold, transferred or pledged until the end of the restricted period and may be subject\nto forfeiture upon a termination of employment or service with us. Unless otherwise provided in the award agreement, the holder of restricted\nshares will be entitled to receive all dividends and other distributions paid with respect to the Class A Ordinary Shares, subject to\nthe same restrictions on transferability and forfeitability as the underlying shares of restricted shares. One-fourth (1/4) of the restricted\nshares will vest on each of the first, second, third and fourth annual anniversaries of the vesting commencement date, unless otherwise\nprovided in the award agreement.\n\n \n\n51\n\n \n\n*Restricted\nShare Units.*Awards of restricted share units may be granted by the administrator. At the time of granting restricted share units,\nthe administrator may impose conditions that must be satisfied, such as continued employment or service or attainment of corporate performance\ngoals, and may place restrictions on the grant and/or vesting of the restricted share units. A restricted share unit award agreement\nwill specify applicable vesting criteria, the number of restricted share units granted and the terms and conditions on time and form\nof payment. Each restricted share unit, upon fulfilment of applicable conditions, represents a right to receive an amount equal to the\nfair market value of one Class A Ordinary Share. \n\n \n\n**Change\nin Control**\n\n \n\nIn\nthe event of a change in control, the administrator may provide for termination or acceleration of awards, purchase of awards from holders\nor replacement of awards.\n\n \n\n**Term**\n\n \n\nUnless\nterminated earlier, the 2025 Equity Incentive Plan will continue in effect for a term of ten years from the date of its adoption.\n\n \n\n**Amendment\nand Termination**\n\n \n\nSubject\nto applicable shareholders’ approval and certain exceptions, the board of directors may at any time amend or terminate the 2025\nEquity Incentive Plan.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nOn October 15, 2025, we entered\ninto separate consulting agreements with four external individual consultants, who will provide business development and advisory services\nmainly including regional market research and expansion, localized marketing strategy development, supplier relationship establishment,\nstaff recruitment and training, and business coordination services, with a 12-month service term. Pursuant to the consulting agreements,\nwe were required to issue an aggregate of 2,512,500 ordinary shares for such services. The fair value of the services was determined based\non the grant-date fair value of our ordinary shares. We issued 2,512,500 ordinary shares on October 27, 2025, the grant date of the awards.\n\n \n\nShare-based compensation expenses\nof US$2,315,089 were recognized for the years ended December 31, 2025, all of which were allocated to general and administrative expenses.\nAs of December 31, 2025, the unrecognized compensation expenses were US$8,488,661.\n\n \n\nAs of December 31, 2025, we\ndid not have any outstanding equity awards other those mentioned above.  \n\n \n\n6C.\nBoard Practices\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors consists of five (5) directors, comprising two (2) directors and three (3) independent directors. Subject to making\nappropriate disclosures to the board of directors in accordance with our amended and restated memorandum and articles of association,\na director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested, in voting in respect\nof any such matter, such director should take into account his or her director’s duties. A director may exercise all the powers\nof the Company to borrow money, mortgage its business, property and uncalled capital, and issue debentures or other securities whenever\nmoney is borrowed or as security for any obligation of the company or of any third party.\n\n \n\n**Terms\nof Directors and Executive Officers**\n\n \n\nOur\ndirectors may be appointed by a resolution of our board of directors, or by an ordinary resolution of our shareholders. Our directors\nare not subject to a term of office and hold office until they are removed from office by ordinary resolution of the shareholders. A\ndirector will cease to be a director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition\nwith his creditors; (ii) dies or is found by our company to be or becomes of unsound mind, (iii) resigns his office by notice\nin writing to the company, (iv) without special leave of absence from our board, is absent from three consecutive board meetings\nand our directors resolve that such director’s office be vacated; (v) is prohibited by law from being a director, or (vi) is\nremoved from office pursuant to any other provision of our Articles. Our officers are elected by and serve at the discretion of the board\nof directors.\n\n \n\n**Qualification**\n\n \n\nThere\nare no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by\nus in a general meeting by ordinary resolution of our shareholders. There are no other arrangements or understandings pursuant to which\nour directors are selected or nominated.\n\n \n\n52\n\n \n\n**Committees\nof our Board of Directors**\n\n \n\nWe\nestablished an audit committee, a compensation committee and a nominating and corporate governance committee under our board of directors\nafter our IPO. We have adopted a charter for each of the three committees. Each committee’s members and functions are described\nbelow.\n\n \n\nOur\naudit committee consists of three directors, namely Ms. Ng Yah Ling, Mr. Wu Wai Kong and Mr. Ang Woei Shang. Ms. Ng Yah Ling will be\nthe chairperson of our audit committee. Each member on our audit committee satisfies the “independence” requirements under\nRule 5605(a)(2) of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act.\nWe have determined that Ms. Ng Yah Ling qualifies as an “audit committee financial expert.” The audit committee oversees\nour accounting and financial reporting processes and the audits of the financial statements of our company.\n\n \n\nWe\nadopted an Audit Committee Charter on August 26, 2025, and it became effective on October 6, 2025. The audit committee is responsible\nfor, among other things:\n\n \n\n \n●\nselecting and appointing\nthe independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by such 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●\nreviewing and approving\nall proposed related party transactions;\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 and any steps taken to monitor and control major\nfinancial risk exposures;\n\n \n\n \n●\nmeeting separately and\nperiodically with management and our independent auditors;\n\n \n\n \n●\nreporting regularly to\nthe full board of directors;\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;\nand\n\n \n\n \n●\nother matters that are\nspecifically assigned to our audit committee by our board of directors from time to time.\n\n \n\n**Compensation\nCommittee.**Our compensation committee consists of three members, namely Mr. Goh Kok E, Ms. Ng Yah Ling and Mr. Wu Wai Kong.\nMr. Wu Wai Kong will be the chairperson of our compensation committee. Each of Ms. Ng Yah Ling and Mr. Wu Wai Kong satisfies the “independence”\nrequirements of Rule 5605(a)(2) of the Nasdaq Listing Rules. Based on the exemption available to foreign private issuers pursuant\nto Rule 5615(a)(3) of the Nasdaq Listing Rules, we follow our home country practice as a Cayman Islands company to have Mr. Goh Kok E\nserving as a member of our compensation committee in lieu of following Rule 5605(d)(2) of the Nasdaq Listing Rules which provides that\neach member of the compensation committee must be an independent director as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules.\n\n \n\nWe\nadopted the Compensation Committee Charter on August 26, 2025, and it became effective on October 6, 2025. Our compensation committee\nassists the board of directors in reviewing and approving the compensation structure of our directors and executive officers, including\nall forms of compensation to be provided to our directors and executive officers. Members of the compensation committee are not prohibited\nfrom direct involvement in determining their own compensation. Our chief executive officer may not be present at any committee meeting\nduring which his compensation is deliberated. The compensation committee is responsible for, among other things:\n\n \n\n \n●\nreviewing and approving\nto the board of directors with respect to the compensation for our chief executive officer and other executive officers;\n\n \n\n \n●\napproving and overseeing\nthe total compensation package for our executives other than the most senior executive officers;\n\n \n\n \n●\nreviewing and recommending\nto the board of directors with respect to the compensation of our non-employee directors; and\n\n \n\n \n●\nreviewing periodically\nand approving any long-term incentive compensation or equity plans, programs or arrangements of similar nature such as annual bonuses,\nemployee pension and welfare benefit plans.\n\n \n\n53\n\n \n\n**Nominating\nand Corporate Governance Committee.**Our nominating and corporate governance committee consists of three directors, namely Mr.\nGoh Kok E, Mr. Wu Wai Kong and Mr. Ang Woei Shang. Mr. Ang Woei Shang will be the chairperson of our nominating and corporate governance\ncommittee. Each of Mr. Wu Wai Kong and Mr. Ang Woei Shang satisfies the “independence” requirements under Rule 5605(a)(2) of\nthe Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. Based on the exemption\navailable to foreign private issuers pursuant to Rule 5615(a)(3) of the Nasdaq Listing Rules, we follow our home country practice as\na Cayman Islands company to have Mr. Goh Kok E serving as a member of our nominating and corporate governance committee in lieu of following\nRule 5605(e)(1)(B) of the Nasdaq Listing Rules which provides that each member of the nominating and corporate governance committee must\nbe an independent director as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules.\n\n \n\nWe\nadopted the Nominating and Governance Committee Charter on August 26, 2025, and it became effective on October 6, 2025. Our Nominating\nand Governance Committee assists the board of directors in reviewing and approving the compensation structure, including all forms of\ncompensation, relating to our directors and executive officers. Our executive officers may not be present at any committee meeting during\nwhich their compensation is deliberated upon. The nominating and corporate governance committee is responsible for, among other things:\n\n \n\n \n●\nidentifying and recommending\nnominees for election by the shareholders or appointment by the board of directors;\n\n \n\n \n●\nreviewing annually with\nthe board of directors about its current composition with regards to characteristics such as independence, age, skills, experience,\ndiversity and availability of service to us;\n\n \n\n \n●\nadvising the board of directors\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 of directors\nperiodically with regards to significant developments in the law and practice of corporate governance as well as monitoring our compliance\nwith applicable laws and regulations, and making recommendations to the board of directors on all matters of corporate governance\nand on any remedial action to be taken.\n\n \n\n**Foreign\nPrivate Issuer Exemption**\n\n \n\nAs\na Cayman Islands exempted company listed on the Nasdaq Capital Market, we are subject to Nasdaq corporate governance listing standards.\nHowever, Rule 5615(a)(3) of the Listing Rules of the Nasdaq Stock Market (the “Nasdaq Rules”) permits foreign private issuers\nlike us to follow certain home country corporate governance practices in lieu of certain provisions of the Rule 5600 Series of the Nasdaq\nRules. A foreign private issuer that elects to follow a home country practice instead of such provisions, must disclose in its annual\nreports each requirement that it does not follow and describe the home country practice followed by it.\n\n \n\nOur\ncurrent corporate governance practices differ from Nasdaq corporate governance requirements for U.S. companies in certain respects, as\nsummarized below:\n\n \n\n●**Annual\nMeetings of Shareholders.** Rule 5620 of the Nasdaq Rules requires a company listing common\nstock or voting preferred stock to hold an annual meeting of shareholders no later than one\nyear after the end of the company’s fiscal year-end. In this regard we have elected\nto adopt the practices of our home country, the Cayman Islands, which does not require us\nto hold annual meetings of shareholders unless otherwise specified in our memorandum and\narticles of association. Our current memorandum and articles of association do not contain\nsuch a requirement.\n\n \n\n●Shareholder\nApproval Requirement. Rule 5635 of the Nasdaq Rules provides that shareholder approval is\nrequired of U.S. domestic companies listed on Nasdaq prior to an issuance (or potential issuance)\nof securities in connection with: (i) the acquisition of the stock or assets of another company;\n(ii) equity-based compensation of officers, directors, employees or consultants; (iii) a\nchange of control; and (iv) certain transactions other than a public offering involving issuances\nequaling 20% or more of the Company’s common shares or voting power for less than the\ngreater of market or book value\n\n \n\n●**Voting\nRights Structure.** Rule 5640 of the Nasdaq Rules prohibits the voting\nrights of existing shareholders of publicly traded shares from being disparately reduced or restricted through any corporate action or\nissuance, including the issuance of super-voting stock. In this regard we have elected to adopt the practices of our home country, the\nCayman Islands, which permits us to adopt a dual class share capital structure comprised of Class A Ordinary Shares with one vote per\nshare and Class B Ordinary Shares with thirty votes per share, as stipulated in our second amended and restated memorandum and articles\nof association\n\n \n\n54\n\n \n\nWe\nare a “foreign private issuer,” as defined by the SEC. As a result, we may also choose to take advantage of other exemptions\nafforded to foreign private issuers, including:\n\n \n\n \n●\n\nExemption from filing quarterly reports on Form 10-Q, from filing proxy\nsolicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current\nreports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation\nFD.\n\n \n \n \n\n \n●\nExemption from Section\n16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies\nthat are subject to the Exchange Act.\n\n \n \n \n\n \n●\nExemption from the Nasdaq\nrules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of\nthe code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we\nmay choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.\n\n \n\nWe\nmay utilize these exemptions for as long as we continue to qualify as a foreign private issuer.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nCayman Islands law, our directors owe fiduciary duties to the company, including a duty of loyalty, a duty to act honestly and a duty\nto act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper\npurpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent\nperson would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of\nhis duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English\nand Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are\nlikely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our Articles,\nas amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. Our company has the right\nto seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the\nright to seek damages in our name if a duty owed by the 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 and responsibilities 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 shares in our register of members.\n\n \n\n6D.\nEmployees\n\n \n\nWe\nvalue our employees and maintain a good working relationship with them. As of December 31, 2025, we had a total of 207\nfull-time employees. All of our full-time employees are based in Malaysia.\n\n \n\nThe\nfollowing table sets forth the breakdown of our employees by function as of December 31, 2025.\n\n \n\n**Function**\n \n**Number of\nFull-time\nEmployees**\n \n\nOperations (including our directors)\n \n \n6\n \n\nFinance, accounting and human resources\n \n \n13\n \n\nBusiness development\n \n \n7\n \n\nAdministration\n \n \n8\n \n\nRestaurant\n \n \n160\n \n\nWarehouse management\n \n \n13\n \n\n**Total**\n \n \n**207**\n \n\n \n\nWe believe that we maintain a good working relationship with our employees,\nand we have not experienced any major labor disputes.\n\n \n\n55\n\n \n\n6E.\nShare ownership\n\n \n\nThe following table sets forth\ninformation with respect to beneficial ownership of our Class A Ordinary Shares as of the date of this annual report:\n\n \n\n \n●\neach of our director and\nexecutive officer;\n\n \n\n \n●\nour directors and executive\nofficers as a group; and\n\n \n\n \n●\neach of our principal shareholders\nwho beneficially owns 5% or more of our total outstanding ordinary shares.\n\n \n\nThe calculations in the table below are based on 30,230,000 Class A Ordinary\nShares and 9,720,000 Class B Ordinary shares issued and outstanding as of the date of the date of this annual report. Information with\nrespect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our Ordinary Shares.\nBeneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment\npower with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage\nownership of such person, Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable\nor convertible within 60 days are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other\nperson. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons\nlisted have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them.\n\n \n\n  \nClass A\nOrdinary Shares\nBeneficially\nOwned  \nClass B\nOrdinary Shares\nBeneficially\nOwned  \nVoting\nPower \n\n  \nNumber  \n%  \nNumber  \n%  \n% \n\nDirectors and Executive Officers \n   \n   \n   \n   \n  \n\nGoh Kok E, Chairman, Director and Co-Chief Executive Officer, and Chief Operating Officer \n -  \n -% \n -  \n -  \n -%\n\nMhlengi Prevail Mafu, Director and Co-Chief Executive Officer \n -  \n -% \n -  \n -  \n -%\n\nBenjamin Yap Kean Ming, Chief Financial Officer \n -  \n -  \n -  \n -  \n - \n\nNg Yah Ling, Independent Director \n -  \n -  \n -  \n -  \n - \n\nWu Wai Kong, Independent Director \n -  \n -  \n -  \n -  \n - \n\nAng Woei Shang, Independent Director \n -  \n -  \n -  \n -  \n - \n\nAll directors and executive officers as a group (7 individuals): \n -  \n -% \n -  \n -  \n -%\n\n5% or Greater Shareholders \n    \n    \n    \n    \n   \n\nGoh Kok Foong(1) \n -  \n -% \n 9,720,000  \n 100% \n 94.14%\n\nLim Soon Huat \n 5,580,000  \n 18.45% \n -  \n -  \n 1.08%\n\n \n\n \n\nNotes:\n\n*\nThe business address of our directors and executive officers is No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000 Bukit Mertajam, Pulau Pinang, Malaysia\n\n \n\n**†**\nFor each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) the number of ordinary shares outstanding as of the date of this annual report, and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this annual report.\n\n \n\n(1)\nMr. Goh Kok Foong is a brother of Goh Kok E, the Director and Co-Chief Executive Officer, and Chief Operating Officer of the Company.\n\n \n\n6F.\nDisclosure of a registrant’s action to recover erroneously awarded compensation\n\n \n\nNot\napplicable.\n\n \n\n56"}