{"url_path":"/sec/cik-0002011134/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","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":783,"has_tables":true,"body_markdown":"**ITEM 11. EXECUTIVE COMPENSATION**\n\n \n\nThe following table shows for the fiscal years ending\nDecember 31, 2025 and 2024, the compensation awarded or paid by the Company to its executive officers. No executive officers of the Company\nhad total salary and bonus exceeding $100,000 during such year.\n\n \n\n**SUMMARY COMPENSATION TABLE**\n\n \n\n**Name and principal position**\n \n**Fiscal year**\n \n\n**Salary**\n\n**($)**\n\n \n\n**Stock awards**\n\n**($)(1)(2)**\n\n \n\n**Option awards**\n\n**($)**\n\n \n\n**All other compensation**\n\n**($)**\n\n \n\n**Total**\n\n**($)**\n\nMr. Fuli Diao\n \n \n2025\n \n \n78,855\n \n \n-\n \n \n-\n \n \n-\n \n \n78,855\n\nPresident, Director, Treasurer, Secretary\n \n \n2024\n \n \n-\n \n \n-\n \n \n-\n \n \n-\n \n \n-\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nDr. Cao Xiaping (1)\n \n \n2025\n \n \n4,624\n \n \n-\n \n \n-\n \n \n-\n \n \n4,624\n\nDirector\n \n \n2024\n \n \n1,679\n \n \n-\n \n \n-\n \n \n-\n \n \n1,679\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nMr. Hu Yao Jerry (2)\n \n \n2025\n \n \n4,624\n \n \n-\n \n \n-\n \n \n-\n \n \n4,624\n\nDirector\n \n \n2024\n \n \n1,679\n \n \n-\n \n \n-\n \n \n-\n \n \n1,679\n\n  \n\n \n(1)\nDr. Cao Xiaping was appointed Director of the Company on August 21, 2024.\n\n \n(2)\nDr Mr. Hu Yao Jerry was appointed Director of the Company on August 21, 2024.\n\n \n\n**Narrative Disclosure to Summary Compensation Table**\n\n \n\nThere are no employment contracts, compensatory plans\nor arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments\nto such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries,\nany change in control, or a change in the person’s responsibilities following a change in control of our company.  \n\n \n\n**Options Grants During the Last Fiscal Year / Stock\nOption Plans**\n\n \n\nWe do not currently have a stock option plan in favor\nof any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with\nstock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the last fiscal\nyear; accordingly, no stock options have been granted or exercised by any of the officers or directors during our last fiscal year.\n\n \n\n**Aggregated Options Exercises in Last Fiscal Year**\n\n \n\nNo individual grants of stock options, whether or not\nin tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director during\nour last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors since during our\nlast fiscal year.\n\n \n\n**Long-Term Incentive Plans and Awards**\n\n \n\nWe do not have any long-term incentive plans that provide\ncompensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock\nprice-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly,\nno future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers\nor directors or employees or consultants since we were founded. \n\n \n\n**Outstanding Equity Awards at Fiscal Year End**\n\n \n\nNo equity awards were outstanding as of the year ended\nDecember 31, 2025. \n\n \n\n**Compensation of Directors**\n\n \n\nThe members of our board of directors are not compensated\nby our Company for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements\npursuant to which directors are or will be compensated in the future for any services provided as a director.\n\n \n\nWe do not have any agreements for compensating our\ndirectors for their services in their capacity as directors, although such directors are expected in the future to receive stock options\nto purchase shares of our common stock as awarded by our board of directors.\n\n \n\nWe have determined that none of our directors are independent\ndirectors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the *Securities Exchange Act of 1934*, as amended,\nand as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.  \n\n \n\n \n\n 6 | P a g e\n\n \n\n \n\n*Table of Contents*\n\n \n\n**Pension, Retirement or Similar Benefit Plans**\n\n \n\nThere are no arrangements or plans in which we provide\npension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant\nto which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted\nat the discretion of the board of directors or a committee thereof. \n\n \n\n**Long-Term Incentive Plan Awards**\n\n \n\nWe do not have any long-term incentive plans that provide\ncompensation intended to serve as an incentive for performance. \n\n \n\n**Indebtedness of Directors, Senior Officers, Executive\nOfficers and Other Management**\n\n \n\nNone of our directors or executive officers or any\nassociate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support\nagreement, letter of credit or other similar agreement or understanding currently outstanding."}