{"url_path":"/sec/cik-0002011134/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/2011134/0002011134-26-000019-index.html","accession_number":"0002011134-26-000019","cik":"0002011134","ticker":null,"issuer_name":"Kioni Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2011134/0002011134-26-000019-index.html","primary_entity_key":"0002011134","primary_entity_name":"Kioni Holdings Ltd"},"word_count":1817,"has_tables":true,"body_markdown":"**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE\nGOVERNANCE**\n\n \n\nOur directors were elected to serve until the next\nannual meeting of shareholders and until their respective successors will have been elected and will have qualified. The following table\nsets forth the name, age and position held with respect to our present executive officers and directors:\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n \n**Date First Elected or Appointed**\n\nFuli, Diao\n \n35 \n \nPresident, Director,\n \nNovember 28, 2023\n\n \n \nTreasurer, Secretary\n \n\n \n \n \n \n \n \n \n\nCao Xiaping\n \n49\n \nDirector\n \nAugust 21, 2024\n\n \n \n \n \n \n \n \n\nHu Yao Jerry\n \n67\n \nDirector\n \nAugust 21, 2024\n\n \n\n \n\n3 | P a g e\n\n \n\n \n\n*Table of Contents*\n\n \n\n**BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS**\n\n \n\nMr. Fuli Diao (“Mr. Diao”), age 35, for\nthe past 3 years Mr Diao is the Managing Director of Gold Times Holdings Limited (“GTHL”), an investors relations and business\nconsulting services firm for the Greater China and Southeast Asia region. Mr. Diao is the non-executive director of Oakridge International\nLimited, a medical technology devices company listed on the Australia Securities Exchange since 2020. Prior to joining GTHL, Mr. Diao\nworked in Aisa Times (Hong Kong) Limited focused on business development in the media and consultancy for Greater China area. Mr Diao\nhas broad experience in marketing and consulting services. Mr. Diao is currently a guest professor for the Business School at the Guizhou\nEducation University in China.\n\nMr. Diao holds a Master’s Degree in Social Policy\nfrom the Chinese University of Hong Kong and also holds dual degrees in Bachelor of Business Administration and English Literature from\nShanghai International Studies University.\n\n \n\nDr. Cao Xiaping (\"Dr. Cao\"), age 49, currently\nholds a faculty position at Hang Seng Business School and research fellow of ESG center. Dr Cao has taught at Sun Yat-sen University and\nSingapore Management University. Dr. Cao is an expert in finance, innovation and entrepreneurship with great experience in building innovation\ndriven ecosystem and technology transfer infrastructures. His main achievement includes the leading role in the cofounding of Asia Private\nEquity Institute (APEI) at Singapore Management University. In Singapore, he was a regular guest lecturer at Nanyang Entrepreneurship\nCenter teaching the master entrepreneurship programs. Dr Cao has over 10 years' experience in teaching executive courses about Corporate\nFinance, IPO, M&As, VC and PE. Dr Cao currently serves as associate editor for Economic Modelling and editorial board for Frontier\nin Artificial Intelligence and several special issue for Pacific Basin Finance Journal. His publication records include over 20 papers\nincluding ones in JFE, MS, JFQA, JIE and JBF. Dr Cao has received many awards including best paper in FMA and academic conferences. Dr\nis also recipient of Lee Foundation Fellow in Singapore and MAS appreciation award for being a regular speaker at Finance Literacy Education\nfor the Singapore government. Dr. Cao graduated from Boston College with PhD degree in finance in 2008.\n\n \n\nMr. Hu Yao Jerry (\"Mr. Hu\"),age 67, as chairman\nof Hong Kong Federation Economic and Commerce, has been active in the local Hong Kong business community over 20 years, actively participating\nin economic and trade exchanges between Hong Kong and Singapore. He has worked to promote and make good use of building a platform to\npromote enterprise development and social welfare affairs. Mr. Hu has been participating in organizing and hosting large-scale events\nincluding: Selection of the most popular securities firms in Hong Kong; Annual Professional Financial Institution Service Award; Annual\nForum on New Opportunities for Economic Development and Investment. Mr. Hu has also hosted and edited the \"Stories of Hong Kong Famous\nBrands\" book series, which is popular in Hong Kong. Mr. Hu holds a bachelor's degree in engineering from Donghua University. And\nnow he is the guest professor to Ningbo University of Technology.\n\n \n\nOur directors, officers or affiliates have not, within\nthe past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any\nsuch person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.\n\n \n\n**Audit Committee, Compensation Committee and Nominations\nCommittee**\n\n \n\nOur Audit Committee, Compensation Committee, Nominating\nand Corporate Governance committee did not have any members and did not meet during the fiscal year ended December 31, 2025. The Company\ndid not have an annual meeting of Stockholders during the prior year.\n\n \n\nBoard Committees\n\n \n\nOn December 20, 2025, our Board designated the following\nthree committees of the Board: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.\nThe Company’s designated committees currently do not have any members and the Board acts in place of such committees.\n\n \n\nAudit Committee. The Audit Committee is responsible\nfor, among other things, overseeing the financial reporting and audit process and evaluating our internal controls over financial reporting.\nThe Audit Committee currently does not have any members nor does it have an audit committee financial expert and the Board acts in place\nof such committee. Our Board has determined that given its relatively small size, the function of the Audit Committee could be performed\nby our Board as a whole without unduly burdening the duties and responsibilities of our Board member.\n\n \n\nCompensation Committee. The Compensation Committee\nis responsible for, among other things, establishing and overseeing the Company’s executive and equity compensation programs, establishing\nperformance goals and objectives, and evaluating performance against such goals and objectives. The Compensation Committee currently does\nnot have any members and the Board acts in place of such committee. Our Board has determined that given its relatively small size, the\nfunction of the Compensation Committee could be performed by our Board as a whole without unduly burdening the duties and responsibilities\nof our Board member.\n\n \n\nWhen active, the Compensation Committee may form and\ndelegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee. The Compensation Committee\nmay engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities.\nThe Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice\non compensation levels or assist in the evaluation of director, president/Chief Executive Officer or senior executive compensation, including\nsole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers,\nbut is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive\nofficers.\n\n \n\nNominating and Corporate Governance Committee. The\nNominating and Corporate Governance Committee is responsible for, among other things, identifying and recommending candidates to fill\nvacancies occurring between annual Stockholder meetings and reviewing the Company’s policies and programs relating to matters of\ncorporate citizenship, including public issues of significance to the Company and its Stockholders. The Nominating and Corporate Governance\nCommittee currently does not have any members and the sole member of the Board acts in place of such committee. Our Board has determined\nthat given its relatively small size, the function of the Nominating and Corporate Governance Committee could be performed by our Board\nas a whole without unduly burdening the duties and responsibilities of our Board member.\n\n \n\n \n\n4 | P a g e\n\n \n\n \n\n*Table of Contents*\n\n \n\n**Risk Oversight**\n\n** **\n\nThe Board is primarily responsible for overseeing our\nrisk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel and others, as appropriate,\nregarding the Company’s assessment of risks. The Board focuses on the most significant risks facing the Company and our general\nrisk management strategy, and also ensures that the risks we undertake are consistent with the Board’s risk parameters. While the\nBoard oversees the risk management process, our management is responsible for day-to-day risk management and, if management identifies\nnew or additional significant risks, it brings such risks to the attention of the Board.\n\n \n\n**Board Leadership Structure**\n\n** **\n\nFuli Diao is the President, Chief Executive Officer\nand Chairman of the Board. The Chairman of the Board presides at all meetings of the Board, unless such position is vacant, in which case,\nthe Chief Executive Officer of the Company would preside.\n\n \n\nThe Company has no fixed policy with respect to the\nseparation of the offices of the Chairman of the Board and Chief Executive Officer. Given the Company’s small size and management\nteam, the Company believes that it is appropriate to not separate the offices of the Chairman of the Board and Chief Executive Officer.\nThe Board will review this determination from time to time.\n\n \n\n**Policy on Hedging the Economic Risks of Equity Ownership**.\n\n \n\nThe Company has no policy regarding hedging the economic\nrisks of equity ownership for the executive team or directors of the Company and the Company does not engage in this practice.\n\n \n\n**Changes to security holder director nomination procedures**\n\n \n\nThe Company has not adopted procedures for considering\ndirector candidates submitted by stockholders under Item 407(c)(2)(iv), Regulation S-K.\n\n \n\n**Code of Ethics**\n\n \n\nWe do not currently have a Code of Ethics applicable\nto our principal executive officers; however, the Company plans to implement such a code in the near future.\n\n \n\n**Potential Conflicts of Interest**\n\n \n\nSince we do not have a compensation committee comprised\nof independent Directors, the functions that would have been performed by such committee are performed by our Board of Directors. Thus,\nthere is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation,\nin essence their own. There is also a potential conflict in that Mr. Fuli, Diao is officer and director of Kioni Holdings Limited, who\nowns approximately 52% of outstanding shares of the Company.\n\n \n\nWe are not aware of any other conflicts of interest\nwith any of our Executives or Directors.\n\n \n\n**Board’s Role in Risk Oversight**\n\n \n\nThe Board assesses on an ongoing basis the risks faced\nby the Company. These risks include financial, technological, competitive, and operational risks. The Board’s Audit Committee is\nresponsible for the assessment and oversight of the Company’s financial risk exposures.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nWe are not aware of any material legal proceedings\nthat have occurred within the past ten years concerning any Director or control person which involved a criminal conviction, a pending\ncriminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or\nbanking industries, or a finding of securities or commodities law violations.\n\n \n\n**Delinquent Section 16(a) Reports**\n\n \n\nSection 16(a) of the Exchange Act requires our Company’s\nofficers, directors and persons who beneficially own more than 10% of a registered class of our Company’s equity securities to file\nreports of ownership and changes in ownership with the SEC, and to furnish to our Company copies of such reports.\n\n \n\nBased solely on the review of Forms 3 and 4 received\nby our Company during the December 31, 2025 fiscal year, as required under Section 16(a)(2) of the Exchange Act, we noted there were no\ndelinquent Form 3 or 4 filings in respect of the major shareholder disclosure.\n\n \n\n \n\n5 | P a g e\n\n \n\n \n\n*Table of Contents*"}