{"url_path":"/sec/chow/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/2041829/0001493152-26-023952-index.html","accession_number":"0001493152-26-023952","cik":"0002041829","ticker":"CHOW","issuer_name":"ChowChow Cloud International Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2041829/0001493152-26-023952-index.html","primary_entity_key":"0002041829","primary_entity_name":"ChowChow Cloud International Holdings Ltd"},"word_count":5179,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A.**\n**Directors\nand Executive Officers**\n\n \n\nOur\ndirectors and executive officers are as follows:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nMr.\nYee Kar Wing\n \n50\n \n**Chairman\nof the Board of Directors, Chief Executive Officer**\n\nMr.\nWong Chung Wai\n \n50\n \n**Chief\nFinancial Officer**\n\nMr.\nHui Wai Ming\n \n61\n \n**Chief\nOperating Officer**\n\nMr.\nChang Hong-Ze\n \n30\n \n**Director**\n\nMr.\nWong Ka Lun\n \n51\n \n**Independent\nDirector**\n\nMr.\nShi Cheuk Kwan\n \n51\n \n**Independent\nDirector**\n\nMr.\nTsang Chi Hon\n \n51\n \n**Independent\nDirector**\n\n \n\nBelow\nis a summary of the business experience of each our executive officers and directors:\n\n \n\n**Mr.\nYee Kar Wing**, our co-founder and Chairman of the Board of Directors, has served as the Chief Executive Officer of our Group since\nour inception in 2017. With over two decades of leadership in the IT industry, Mr. Yee has established himself as a pivotal figure in\nbusiness and technology. Mr. Yee has dedicated more than 20 years to business development and fostering strategic partnerships, particularly\nin the sectors of telecommunications, hosting, Internet service providers, and independent software vendors. Mr. Yee has also been at\nthe forefront of developing cloud products and services for over nine years. Prior to founding the Company, Mr. Yee has also served as\nDirector at Primex Technology Limited since March 2003. Currently, Mr. Yee is also the chairman of the Innovation & Technology Affairs\nCommittee at The Hong Kong General Chamber of Small and Medium Business, where he drives initiatives to support technological advancements\nand innovation among small and medium-sized enterprises. Additionally, Mr. Yee serves on the Young Executive Committee of the same chamber,\nfurther demonstrating his commitment to nurturing young business talent and fostering a culture of leadership among the next generation.\nMr. Yee is also an active member of Rotary International District 3450, participating in various initiatives that aim to improve community\nwell-being and international cooperation. Mr. Yee obtained his Bachelor of Science in E-commerce of Computing Science from the University\nof South Australia in January 2005.\n\n \n\n**Mr.\nWong Chung Wai** joined us in August 2024 and is currently our chief financial officer, advising on long-term business and financial\nplanning, managing the processes for financial forecasting and budgets, and overseeing the preparation of all financial reporting. Mr.\nWong has also served as financial controller at South China Media Group, a company mainly engaged in media publication and financial\npublic relation services, since November 2021. From July 2015 to November 2021, Mr. Wong served as financial controller at National Agricultural\nHoldings Limited, an HKEX-listed company mainly engaged in provision of financial leasing services; manufacturing and trading of agricultural\nmachineries; software development and maintenance; and property investment. Mr. Wong served as finance manager at Asana Wellness Group\nLimited from January 2013 to March 2015. From November 2007 to December 2012, Mr. Wong served as finance manager at Lam Soon (Hong Kong)\nLimited, an HKEX-listed company mainly engaged in manufacturing and trading of flour products, edible oils products and home care products.\nFrom October 2005 to July 2007, Mr. Wong served as accounting manager at Skyworth Digital Holdings Limited, an HKEX-listed company mainly\nengaged in manufacture and sales of smart TV systems, smart white appliances, internet value-added services and property development.\nHe served as assistant manager at KPMG from January 2004 to October 2005, senior accountant at RSM Hong Kong from July 2002 to January\n2004, and staff accountant at Deloitte from September 1999 to September 2001. Mr. Wong obtained his Bachelor of Arts in Accounting and\nFinance from University of West London in 1997 and Bachelor of Laws from University of London in 2013. Mr. Wong was qualified as a fellow\nmember of Association of Chartered Certified Accountants in 2009.\n\n \n\n**Mr.\nHui Wai Ming** is our co-founder and chief operating officer, primarily involving overseeing the operations, developing strategic plans,\nand ensuring that all of our functions synergistically could achieve its business goals. Prior to founding the Company, Mr. Hui co-founded\nand had served as chief operating officer of GMS Pte LTD, which was acquired by M1 Limited, a Singapore telecommunications company for\n16 years since 2001. Mr. Hui obtained his Bachelor of Science in International Business from Brigham Young University, Hawaii Campus\nin 1986.\n\n \n\n59\n\n \n\n** **\n\n**Mr.\nChang Hong-Ze** joined us in October 2025 and is currently our director. Mr. Chang is a senior technology and management professional\nwith extensive experience in cloud computing, enterprise digital transformation, and technical team leadership. He is familiar with technology\nindustry ecosystem in Taiwan and Greater China, and has experience in cross-regional collaboration and international business expansion.\nFrom January 2020 to June 2023, Mr. Chang worked for Creative Cloud Computing Technology Co., Ltd. as technical manager, where he was\nresponsible for the technical planning and team management of the cloud computing product line, leading the development of hybrid cloud\nsolutions based on AWS and Azure. Before that, Mr. Chang served as technical manager at Taiwan Cloud Light Technology Limited during\nJuly 2017 and December 2019, where he played a key role in the technical architecture design and implementation of cloud computing and\ndata center solutions. Mr. Chang obtained his Bachelor of Information Engineering from National Taiwan University of Science and Technology\nin 2017.\n\n** **\n\n**Mr.\nWong Ka Lun** is our independent director. Mr. Wong serves as the chairman of the nominations committee and as a member of the audit\nand compensation committees. Mr Wong has more than 27 years’ experience across communication services, IT services and software\nindustries with a track record of executing quantifiable results. He is currently served as director of Go4Fiber Limited, where he is\nresponsible for driving the company’s sales and services organization. From 2000 to 2005, Mr. Wong served as Business Development\nManager at Spirent Communications plc (LSE: SPT), a British multinational telecommunications testing company. From 2005 to 2014 served\nas Senior Product Marketing Manager at JDSU, now called VIAVI Solutions Inc. (NASDAQ: VIAV), an American network test, measurement and\nassurance technology company. And from 2014 to 2017, Mr. Wong served as Chief Solution Architect at CENX, now part of Ericsson Digital\nServices (NASDAQ: ERIC), a Swedish multinational networking and telecommunications company. Mr. Wong obtained his Bachelor of Science\nin Information Systems with honors from University of Staffordshire. He is also a Registered Umpire at Hong Kong Badminton Association\nLtd.\n\n \n\n**Mr.\nShi Cheuk Kwan**is our independent director. Mr. Shi serves as the chairman of the compensation committee and as a member of the audit\nand nominations committees. Mr. Shi has been currently the director of 1280732 B.C. LTD., a fintech service provider in Web3 and A.I.\nsince December 2020. From July 2020 to March 2021, Mr. Shi served as senior manager of Services & Operations Department at AIA International\nLimited, a pan-Asian life insurance group. Mr. Shi served as technical director at TideiSun Group Limited, a global media and FinTech\ncompany from November 2017 to April 2020. From December 2015 to September 2017, Mr. Shi served as software manager at ANX International\nLtd, a FinTech company. From November 2010 to October 2015, Mr. Shi served as senior manager at NTT Communications, an international\ncommunications and ICT solution provider. From October 2005 to November 2010, Mr. Shi was an enterprise architect at the Housing Department\nof the Government of the Hong Kong SAR. Mr. Shi obtained his Bachelor of Computing in E-Commerce from Hong Kong Baptist University in\n2005 and Master of Corporate Finance from Hong Kong Polytechnic University in 2007. Mr. Shi was also qualified as a certified ScrumMaster\nby Scrum Alliance in 2016, certified Scrum Product Owner by Scrum Alliance in 2016, Sun Certified Enterprise Architect for Java Platform\nby Sun Microsystems in 2006 and Sun Certified Programmer for Java 2 Platform Version 1.4x by Sun Microsystems in 2004.\n\n \n\n**Mr.\nTsang Chi Hon** is our independent director. Mr. Tsang serves as the chairman of the audit committee and as a member of the compensation\nand nominations committees. Mr. Tsang has been served as the company secretary of China Oriented International Holdings Limited, an HKEX-listed\ninvestment holding company, principally engaged in provision of driving training services, since May 2017, the company secretary and\nfinancial controller of Micron (International) Group Holdings Limited since April 2021, and the company secretary of RENHENG Enterprise\nHoldings Limited, an HKEX-listed company principally engaged in the manufacture, sale and provision of maintenance, overhaul and modification\nservices in respect of tobacco machinery products in the PRC, since May 2022, where he is mainly responsible for the company secretarial\nand related matters. From November 2013 to July 2021, Mr. Tsang served as an independent non-executive director of Xinhua News Media\nHoldings Limited, an HKEX-listed company. From January 2017 to August 2018, Mr. Tsang was a company secretary of Swee Seng Holdings Limited.\nMr. Tsang has more than 15 years of experience in audit and accounting. From November 2009 to February 2014, Mr. Tsang served as chief\nfinancial officer at Zuoan Fashion Limited, where he was responsible for the finance and accounting functions of the group companies.\nFrom May 2009 to September 2009, Mr. Tsang served as financial reporting manager at Luxworld Limited. From May 2007 to July 2008, Mr.\nTsang served as a group financial controller at Reyoung Pharmaceutical Holdings Limited, a company listed on the Main Board of the Singapore\nExchange Securities Trading Limited. Mr. Tsang consecutively served as senior and supervisor in the assurance division Grant Thornton\nHong Kong from March 2004 to March 2007. Mr. Tsang served as auditor at Baker Tilly Hong Kong Business Services Limited from October\n1999 to February 2004. Mr. Tsang graduated from The University of Hong Kong in December 2009 with a Bachelor of Accounting and was admitted\nas a certified public accountant of the Hong Kong Institute of Certified Public Accountants in April 2006.\n\n \n\n60\n\n \n\n \n\n**Employment\nAgreements and Indemnification Agreements**\n\n \n\nWe\nhave entered into employment agreements with our executive officers. Each of our executive officers is employed for a continuous term,\nor a specified time period which will be automatically extended, unless either we or the executive officer gives prior notice to terminate\nsuch employment. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive\nofficer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions\nof the employment, conviction of a criminal offense other than one which in the opinion of the Board does not affect the executive’s\nposition, willful, disobedience of a lawful and reasonable order, misconduct being inconsistent with the due and faithful discharge of\nthe executive officer’s material duties, fraud or dishonesty, or habitual neglect of his or her duties. An executive officer may\nterminate his or her employment at any time with a 60-day prior written notice.\n\n \n\nEach\nexecutive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence\nand not to use or disclose to any person, corporation or other entity without our written consent, any confidential information or trade\nsecrets. Each executive officer has also agreed to disclose in confidence to us all inventions, intellectual and industry property rights\nand trade secrets which they made, discover, conceive, develop or reduce to practice during the executive officer’s employment\nwith us and to assign to our company all of his or her associated titles, interests, patents, patent rights, copyrights, trade secret\nrights, trademarks, trademark rights, mask work rights and other intellectual property and rights anywhere in the world which the executive\nofficer may solely or jointly conceive, invent, discover, reduce to practice, create, drive, develop or make, or cause to be conceived,\ninvented, discovered, reduced to practice, created, driven, developed or made, during the period of the executive officer’s employment\nwith us that are either related to our business, actual or demonstrably anticipated research or development or any of our products or\nservices being developed, manufactured, marketed, sold, or are related to the scope of the employment or make use of our resources. In\naddition, all executive officers have agreed to be bound by non-competition and non-solicitation restrictions set forth in their agreements.\nEach executive officer has agreed to devote all his or her working time and attention to our business and use best efforts to develop\nour business and interests. Moreover, each executive officer has agreed not to, for a certain period following termination of his or\nher employment or expiration of the employment agreement: (i) carry on or be engaged, concerned or interested directly or indirectly\nwhether as shareholder, director, employee, partner, agent or otherwise carry on any business in direct competition with us, (ii) solicit\nor entice away any of our customer, client, representative or agent, or (iii) employ, solicit or entice away or attempt to employ, solicit\nor entice away any of our officers, managers, consultants or employees.\n\n \n\nWe\nhave entered into indemnification agreements with our directors and executive officers, pursuant to which we agree to indemnify our directors\nand executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of\ntheir being such a director or executive officer.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships or other arrangements among our directors and executive officers.\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors consists of five directors. A director is not required to hold any shares in our company to qualify to serve as a\ndirector. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company\nis required to declare the nature of his interest at a meeting of our directors. A general notice given to the directors by any director\nto the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be\nregarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest\nfor the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general\nnotice it shall not be necessary to give special notice relating to any particular transaction. Subject to any separate requirement for\naudit committee approval under applicable law or the Listing Rules of NYSE American and disqualification by the chairman of the relevant\nboard meeting, a director may vote in respect of any contract, proposed contract, arrangement or transaction notwithstanding that he\nmay be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors\nat which any such contract, proposed contract, arrangement or transaction is considered, provided that the nature of the interest of\nany directors in such contract or transaction is disclosed by him at or prior to its consideration and any vote in that matter. Our board\nof directors may exercise all of the powers of our company to borrow money, to mortgage or charge its undertaking, property and uncalled\ncapital, or any part thereof, and to issue debentures, debenture stock or other securities whenever money is borrowed or as security\nfor any debt, liability or obligation of our company or of any third-party. None of our directors has a service contract with us that\nprovides for benefits upon termination of service.\n\n \n\n61\n\n \n\n \n\nAs\na Cayman Islands company listed on NYSE American, we are a foreign private issuer and are permitted to follow the home country practice\nwith respect to certain corporate governance matters. Cayman Islands law does not require a majority of a publicly traded company’s\nboard of directors to be comprised of independent directors. However, we currently do not rely on this home country practice exception\nand have a majority of independent directors serving on our board of directors.\n\n \n\n**Committees\nof the Board**\n\n \n\nWe\nhave established an audit committee, a compensation committee and a nominations committee under the board of directors. We have adopted\na charter for each of the three committees. Each committee’s members and functions are described below.\n\n \n\n**Audit\nCommittee**. Our audit committee consists of Wong Ka Lun, Shi Cheuk Kwan and Tsang Chi Hon, and will be chaired by Tsang Chi Hon.\nOur Board has determined that each such member satisfies the “independence” requirements of Section 803(2) of the NYSE American\nCompany Guide and meet the independence standards under Rule 10A-3 under the Exchange Act. Our audit committee consists solely of independent\ndirectors that satisfy NYSE American and SEC requirements. Our board of directors has also determined that Tsang Chi Hon qualifies as\nan “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the\nmeaning of the NYSE American Company Guide. The audit committee will oversee our accounting and financial reporting processes and the\naudits of the financial statements of our company. The audit committee will be responsible for, among other things:\n\n \n\n \n●\nselecting\nour independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed\nby our independent registered public accounting firm;\n\n \n \n \n\n \n●\nreviewing\nwith our independent registered public accounting firm any audit problems or difficulties and management’s response and approving\nall proposed related party transactions, as defined in Item 404 of Regulation S-K;\n\n \n \n \n\n \n●\ndiscussing\nthe annual audited financial statements with management and our independent registered public accounting firm;\n\n \n \n \n\n \n●\nperiodically\nreviewing and reassessing the adequacy of our audit committee charter;\n\n \n \n \n\n \n●\nmeeting\nperiodically with the management and our internal auditor and our independent registered public accounting firm;\n\n \n \n \n\n \n●\nreporting\nregularly to the full board of directors;\n\n \n \n \n\n \n●\nreviewing\nthe adequacy and effectiveness of our accounting and integral control policies and procedures and any steps taken to monitor and\ncontrol major financial risk exposure; and\n\n \n \n \n\n \n●\nsuch\nother matters that are specifically delegated to our audit committee by our board of directors from time to time.\n\n \n\n62\n\n \n\n** **\n\n**Compensation\nCommittee**. Our compensation committee consists of Wong Ka Lun, Shi Cheuk Kwan and Tsang Chi Hon, and is chaired by Shi Cheuk\nKwan. Our Board has determined that each such member satisfies the “independence” requirements of Section 803(2) of the NYSE\nAmerican Company Guide. Our compensation committee will assist the Board in reviewing and approving the compensation structure, including\nall forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee\nmeeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:\n\n \n\n \n●\nreviewing\nand approving to the Board with respect to the total compensation package for our chief executive officer;\n\n \n \n \n\n \n●\nreviewing\nthe total compensation package for our employees and recommending any proposed changes to our management;\n\n \n \n \n\n \n●\nreviewing\nand recommending to the Board with respect to the compensation of our directors;\n\n \n \n \n\n \n●\nreviewing\nannually and administering all long-term incentive compensation or equity plans;\n\n \n \n \n\n \n●\nselecting\nand receiving advice from compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant\nto that person’s independence from management.\n\n \n\n**Nominations\nCommittee**. Our nominations committee consists of Wong Ka Lun, Shi Cheuk Kwan and Tsang Chi Hon, and is chaired by Wong Ka Lun.\nOur Board has determined that each such member satisfies the “independence” requirements of Section 803(2) of the NYSE American\nCompany Guide. The nominations committee will assist the board of directors in selecting individuals qualified to become our directors\nand in determining the composition of the board of directors and its committees. The nominations committee will be responsible for, among\nother things:\n\n \n\n \n●\nidentifying\nand recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;\n\n \n \n \n\n \n●\nreviewing\nannually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience\nand availability of service to us;\n\n \n \n \n\n \n●\nadvising\nthe Board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance\nwith applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance\nand on any corrective action to be taken; and\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.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nWe\nhave adopted a code of business conduct and ethics, which is applicable to all of our directors, executive officers and employees and\nis publicly available.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nCayman Islands law, our directors owe fiduciary duties to our 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 owe to our company a duty to act with skill and care. It was previously considered that a director need not\nexhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and\nexperience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care\nand these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure\ncompliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek\ndamages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages\nin our name if a duty owed by our directors is breached.\n\n \n\n63\n\n \n\n \n\nThe\nfunctions and powers of our board of directors, among others:\n\n \n\n \n●\nconvening\nshareholders’ annual general meetings and reporting its work to shareholders at such meetings;\n\n \n \n \n\n \n●\ndeclaring\ndividends and distributions;\n\n \n \n \n\n \n●\nappointing\nofficers and determining the term of office of officers;\n\n \n \n \n\n \n●\nexercising\nthe borrowing powers of our company and mortgaging the property of our company; and\n\n \n \n \n\n \n●\napproving\nthe transfer of shares of our company, including the registering of such shares in our share register.\n\n \n\n**Terms\nof Directors and Executive Officers**\n\n \n\nEach\nof our directors holds office until the expiration of his or her term, as may be provided in a written agreement with our company, and\nhis or her successor has been elected and qualified, until his or her resignation or until his or her office is otherwise vacated in\naccordance with our articles of association. At each annual general meeting one-third of the directors for the time being shall retire\nfrom office by rotation. However, if the number of directors is not a multiple of three, then the number nearest to but not less than\none-third shall be the number of retiring directors. A retiring director shall be eligible for re-election. All of our executive officers\nare appointed by and serve at the discretion of our board of directors. Our directors may be appointed or removed from office by an ordinary\nresolution of shareholders. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt\nor has a receiving order made against him or suspends payment or compounds with his creditors generally; (ii) dies or is found to be\nor becomes of unsound mind and the board of directors resolves that his office be vacated; (iii) resigns; (iv) without special leave\nof absence from our board of directors, is absent from three consecutive meetings of the Board and the Board resolves that his office\nbe vacated; (v) is prohibited from being or ceases to be a director by operation of law; or (vi) is removed from office by the requisite\nmajority of the directors or otherwise pursuant to our amended and restated memorandum and articles of association then in effect. The\ncompensation of our directors is determined by the board of directors. There is no mandatory retirement age for directors.\n\n \n\n**B.**\n**Compensation**\n\n \n\nIn\n2025, we paid an aggregate of HK$1.11 million (US$0.14 million) in cash to our executive officers, and we paid an aggregate of HK$0.13\nmillion (US$0.02 million) in cash to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement\nor other similar benefits to our directors and executive officers. Our Hong Kong subsidiaries are required by law to make contributions\nequal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance\nand other statutory benefits and a housing provident fund.\n\n \n\n**Share\nIncentive Plan**\n\n \n\n**2025\nShare Incentive Plan**\n\n \n\nIn\nMay 2025, our board of directors approved the 2025 Share Incentive Plan, which we refer to as the 2025 Plan in this Report, to attract\nand retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success\nof our business. The maximum aggregate number of ordinary shares that may be issued pursuant to all awards under the 2025 Plan is 4,875,000\nordinary shares, equal to 15% of the total number of shares issued and outstanding on the effective date of the 2025 Plan. As of the\ndate of this Report, no award has been granted under the 2025 Plan.\n\n \n\nThe\nfollowing paragraphs summarize the principal terms of the 2025 Plan.\n\n \n\n64\n\n \n\n* *\n\n*Types\nof awards.* The 2025 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved\nby the plan administrator.\n\n \n\n*Plan\nadministration.* Our board of directors or a committee of one or more members of the board of directors will administer the 2025 Plan.\nThe committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of\nawards to be granted to each participant, and the terms and conditions of each award.\n\n \n\n*Award\nagreement.* Awards granted under the 2025 Plan will be evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n \n\n*Eligibility.*We may grant awards to our employees, directors and consultants of our company.\n\n \n\n*Vesting\nschedule.* In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n \n\n*Exercise\nprice.* The plan administrator determines the exercise price for each award, which is stated in the award agreement.\n\n \n\n*Term\nof the awards.* The vested portion of options will expire if not exercised prior to the time as the plan administrator determines\nat the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.\n\n \n\n*Transfer\nrestrictions.* Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided\nin the 2025 Plan or the relevant award agreement or otherwise determined by the plan administrator, such as transfers by will or the\nlaws of descent and distribution.\n\n \n\n*Termination\nand amendment.* Unless terminated earlier, the 2025 Plan has a term of ten years from its date of effectiveness. Our board of directors\nhas the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously\ngranted without the written consent of the participant.\n\n \n\n**C.**\n**Board\nPractices**\n\n \n\nPlease\nrefer to “Item 6 Directors, Senior Management And Employees – A. Directors and Officers.”\n\n \n\n**D.**\n**Employees**\n\n \n\n**Employees**\n\n \n\nWe\nhad 17 full-time employees and 5 part-time employees as of December 31, 2025. The following table sets forth a breakdown of our employees\ncategorized by function as of December 31, 2025.\n\n \n\nFunction \n\n**Number\nof**\n\n**Employees**\n \n\n  \n  \n\nSales\nand Marketing \n 5 \n\nGeneral\nand Administrative \n 4 \n\nOperations \n 13 \n\nTotal \n 22 \n\n \n\nWe\nbelieve we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based\non merit. As a result, we have been able to attract and retain talented personnel and maintain a stable core management team. As required\nby relevant regulations in the jurisdictions in which we operate, we maintain insurance covering the liability to make payment in respect\nof death, injury or disability of our employees for injuries at work for all of our employees. We believe that our current insurance\npolicies are sufficient for our operations. In addition, we generally enter into standard employment agreements, non-disclosure agreements,\nand general rules of conduct with our employees that include confidentiality and non-competition provisions.\n\n \n\n65\n\n \n\n \n\nWe\nbelieve that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.\n\n \n\n**E.**\n**Share\nOwnership**\n\n \n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our ordinary shares by:\n\n \n\n \n●\neach\nperson or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be the beneficial owner\nof more than 5% of our ordinary shares;\n\n \n \n \n\n \n●\neach\nof our current executive officers and directors; and\n\n \n \n \n\n \n●\nall\nexecutive officers and directors of the Company as a group.\n\n \n\nThe\nbeneficial ownership of ordinary shares of the Company is based on ordinary shares issued and outstanding as of the date of this Report.\n\n \n\nBeneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently\nexercisable or exercisable within sixty (60) days.\n\n \n\nUnless\notherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our\nordinary shares beneficially owned by them, subject to applicable community property laws. Any shares of our ordinary shares subject\nto options or warrants exercisable within 60 days of the consummation of this Report are deemed to be outstanding and beneficially owned\nby the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage\nownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage\nownership of any other person.\n\n \n\n  \nOrdinary Shares Beneficially Owned \n\n  \nNumber  \n% \n\n  \n   \n  \n\nDirectors\nand Executive Officers: \n    \n   \n\nYee\nKar Wing(1) \n 24,456,250  \n 68.91 \n\nHui\nWai Ming(1) \n -  \n - \n\nWong\nChung Wai \n -  \n - \n\nChang\nHong-Ze \n -  \n - \n\nWong\nKa Lun \n -  \n - \n\nShi\nCheuk Kwan \n -  \n - \n\nTsang\nChi Hon \n -  \n - \n\nDirectors\nand Executive Officers as a group \n 24,456,250  \n 68.91 \n\nOther\nPrincipal Shareholders \n    \n   \n\n**Rainbow\nSun Enterprises Limited(1)** \n 24,456,250  \n 68.91 \n\n \n\n(1)\nMr. Yee Kar Wing (“Mr. Yee”) is the controlling shareholder and sole director of Rainbow Sun Enterprises Limited (“Rainbow\nSun”), while Mr. Hui Wai Ming (“Mr. Hui”), the only minority shareholder of Rainbow Sun, has entered into a concert\nparty agreement with Mr. Yee, pursuant to which Mr. Hui agrees to act in concert with Mr. Yee in all matters with respect to the Company,\nVigorous Elite Holdings Limited and SCS. As such, Mr. Yee has sole voting and dispositive power over shares held by Rainbow Sun.\n\n \n\n66"}