{"url_path":"/sec/fchl/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/2023796/0001493152-26-023516-index.html","accession_number":"0001493152-26-023516","cik":"0002023796","ticker":"FCHL","issuer_name":"Fitness Champs Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","primary_entity_key":"0002023796","primary_entity_name":"Fitness Champs Holdings Ltd"},"word_count":5856,"has_tables":true,"body_markdown":"** **\n\n**Item\n6. Directors, Senior Management and Employees**\n\n \n\n**6.A.\nDirectors and Senior Management**\n\n \n\nThe\nfollowing table provides information regarding our directors and executive officers as of the date of this annual report:\n\n** **\n\n**Name**\n \n**Age**\n \n**Position(s)**\n\n \n \n \n \n \n\nExecutive Directors and Executive Officers\n \n \n \n \n\n \n \n \n \n \n\nMs. Joyce Lee Jue Hui\n \n45\n \nExecutive Director and Chief Executive Officer\n\n \n \n \n \n \n\nMr. Koh Yong Mong\n \n57\n \nExecutive Director and Chief Operating Officer\n\n \n \n \n \n \n\nKey Personnel/Executive Officers\n \n \n \n \n\n \n \n \n \n \n\nMs. Chia Nyoke Yee\n \n33\n \nFinancial Controller (Principal Financial Officer)\n\n \n \n \n \n \n\nMs. Lian Lai Hong, Jerrica\n \n45\n \nHead of Administration/ Business Development\n\n \n \n \n \n \n\nMr. Yao Peikang\n \n43\n \nHead of Training\n\n \n \n \n \n \n\nIndependent Director Nominee\n \n \n \n \n\n \n \n \n \n \n\nMr. Lay Shi Wei\n \n40\n \nIndependent Director\n\n \n \n \n \n \n\nMr. Liu Junting Jason\n \n42\n \nIndependent Director\n\n \n \n \n \n \n\nMr. Tang Poh Lu\n \n39\n \nIndependent Director\n\n** **\n\nNo\narrangement or understanding exists between any such Executive Director, Executive Officer or Independent Director Nominee and any other\npersons pursuant to which any Executive Director or Executive Officer was elected as a Director or Executive Officer. Our Directors (including\nour Executive Director, Executive Officer or Independent Director elected annually and serve until their successors take office or until\ntheir death, resignation or removal. The Executive Officers serves at the pleasure of our Board.\n\n** **\n\n42\n\n \n\n \n\nThe\nfollowing is a brief biography of each of our Executive Directors and Executive Officers, key personnel, and Independent Directors:\n\n \n\n**Executive\nDirectors and Executive Officers**\n\n** **\n\n**Ms.\nJoyce Lee Jue Hui**\n\n \n\nMs.\nJoyce Lee Jue Hui is our Executive Director and chief executive officer, and is also the spouse of our chief operating officer, Mr. Koh.\nMs. Lee is responsible for the overall operation and management of our business and formulation of our business plans and growth strategies.\nMs. Lee has over 22 years of experience in the sports-education related industry.\n\n \n\nMs.\nLee obtained her Bachelor of Arts degree from the National University of Singapore in 2002. Ms. Lee worked at Singapore Swimming Club\nas a swimming executive from April 2002 to May 2004. From June 2004 to June 2007, she was a swimming executive at Chinese Swimming Club.\nShe assisted in developing and implementing swimming programs, setting goals and planning for the club’s growth during such period.\n\n \n\nIn\nNovember 2012, Ms. Lee set up Fitness Champs and Fitness Aquatics where she developed her own swimming programs and engaged freelance\ncoaches to assist in the coaching of swimming classes. She oversees the strategic planning, operations, and management of Fitness Champs\nand Fitness Aquatics, and handles the day-to-day operations and administrative work needed for the smooth-running of the swim school.\n\n** **\n\n**Mr.\nKoh Yong Mong**\n\n** **\n\nMr.\nKoh Yong Mong is our Executive Director and chief operating officer, and is also the spouse of our chief executive officer, Ms. Lee.\nMr. Koh is responsible for overseeing our daily operations in each of our departments.\n\n \n\nMr.\nKoh obtained his Higher Diploma in Hotel Education at the Singapore Hotel Association Training and Education Centre in 1993. He was as\nan assistant housekeeper of Orchard Hotel Singapore from 1993 to 1997*,* and an assistant housekeeper at Ritz Carton Millenia Singapore\nfrom 1995 to 1997. Thereafter, Mr. Koh worked as a housekeeping executive at Singapore Swimming Club from 1997 to 2006 and as an assistant\nexecutive housekeeper at Orchard Hotel Singapore from 2006 to 2008.\n\n \n\nFrom\n2008 to 2018, Mr. Koh joined the Institute of Technical Education and worked as a senior lecturer where he gave lectures to students\non hotel-related topics, ranging from service excellence to housekeeping, as well as information technology and international trade matters.\n\n \n\nIn\n2018, Mr. Koh joined Fitness Champs as a general manager and oversees the daily operation in Fitness Champs.\n\n \n\n**Key\nPersonnel/Executive Officers**\n\n \n\n**Ms.\nChia Nyoke Yee**\n\n \n\nMs.\nChia is our principal financial officer and has served in this role since November 2025.\n\n \n\nMs.\nChia is responsible for the following matters:\n\n \n\n \n●\nfinancial reporting of\nour managing accounting operations, statutory financial audit reporting and coordinating corporate tax submissions;\n\n \n \n \n\n \n●\npreparation of budget and\nfinancial forecasts; and\n\n \n \n \n\n \n●\ndevelopment and implementation\nof financial policies and procedures in business process.\n\n \n\nMs.\nChia, age 33, has served as our Financial Controller and principal financial officer since November 2025. Prior to joining our Company,\nMs. Chia was a manager to CLA Global TS PAC (formerly known as Nexia TS PAC). She was promoted to manager in January 2024, prior to which\nshe served as an assistant manager. While at CLA Global TS PAC, Ms. Chia assisted with companies listing on the SGX (Singapore Exchange).\nMs. Chia began her career in September 2015 as an audit associate with Baker Tilly Monteiro Heng PLT, where she served until July 2021,\nhaving been promoted over time and most recently serving as an Assistant Manager.\n\n \n\n43\n\n \n\n \n\nMs.\nChia received a Bachelor of Business, majoring in Accounting, Banking and Finance, from Victoria University, Sunway University KL campus,\ngraduating in June 2015, and is a current member of CPA Australia, having completed the program in 2022.\n\n \n\n**Ms.\nLian Lai Hong (Jerrica)**\n\n \n\nMs.\nLian Lai Hong (Jerrica) is our Head of Administration/ Business Development and is responsible for the following matters relating to\nour Group:\n\n \n\n \n●\ndeveloping marketing strategies\nand achieving goals within our Group’s budget;\n\n \n●\nmanaging, planning and\ndistributing daily administrative tasks for swimming class operations;\n\n \n●\nformulating annual sales\ntargets and development plans;\n\n \n●\nidentifying potential customers\nand managing existing customer relationships by providing customized service plans according to customer needs and program plans;\nand\n\n \n●\noversees the daily operations\nand administrative duties.\n\n \n\nMs.\nLian has over 26 years of experience across various industries and she joined Fitness Aquatics in April 2022.\n\n \n\nFrom\nAugust 2003 to May 2004, Ms. Lian worked as the laboratory technician of the merchandise testing center at J.C.Penney Purchasing Corporation\n(Singapore) Pte Ltd, where she provided technical support in conducting a series of tests on textile and garments. From June 2004 to\nDecember 2005, she worked as an assistant engineer of environment detoxification at DSO National Laboratories, where she provided technical\nsupport in conducting different decontamination methods. From March 2006 to July 2012, Ms. Lian worked as a flight attendant of Singapore\nAirlines, where she provided exceptional in-flight services to passengers and trained junior flight attendants, after which she took\na hiatus from the work force.\n\n \n\nFrom\nSeptember 2017 to April 2021, Ms. Lian worked in a variety of positions at Prudential Assurance Co. Singapore (Pte) Ltd. including as\na claims assessor, a talent acquisition specialist, a learning and development specialist and a human resources service advisor.\n\n \n\nMs.\nLian left Prudential Assurance Co. Singapore (Pte) Ltd in April 2021 and worked as a patient service supervisor of the clinic operation\ndepartment in TLC Medical Practice Pte Ltd from May 2021 to November 2021 where she was in charged of operating and running of daily\nclinic operations. From November 2021 to March 2022, Ms. Lian worked as the clinical operations manager at Integrated Wellness Clinic\nPte Ltd. managing and planning counter and operation team staffing and arranging training. She joined Fitness Aquatics in April 2022.\n\n \n\nMs.\nLian obtained her bachelor of science degree in the University College of Dublin in April 2013 with a major in human resource management.\n\n** **\n\n**Mr.\nYao Peikang**\n\n \n\nMr.\nYao Peikang is our Head of Training, and is responsible for developing training plans and programs of our Group.\n\n \n\nMr.\nYao has over 11 years of professional experience teaching and coaching various sports. From January 2006 to February 2013, he worked\nas a sports coordinator and youth worker at Beyond Social Services where he organized and conducted sports programs for at risk youth\nfrom low-income families. From March 2013 to December 2013, he worked as the COE-U-15 Coach for the Hougang United Football Club, where\nhe coached the U15 soccer team and conducted outreach programs for primary and secondary schools. From January 2014 to December 2014,\nhe worked as a COE U-17 coach where he coached the U17 soccer team and conducted and conducted outreach programs for primary and secondary\nschools.\n\n \n\nMr.\nYao joined our Group in January 2016 as a swim coach. Mr. Yao plans our swim training programs for children from 4 to 14 years old of\ndifferent abilities, as well as conducting swim classes.\n\n \n\n44\n\n \n\n \n\nMr.\nYao obtained his Diploma in Sport and Wellness Management from Nan Yang Polytechnic in Singapore in June 2003. He is a certified swimming\ninstructor and SwimSafer instructor. He also obtained AFC “B” Certificate from Asian Football Confederation, and is cardiopulmonary\nresuscitation procedure and automated external defibrillator certified.\n\n \n\n**Independent\nDirectors**\n\n** **\n\n**Mr.\nLay Shi Wei**\n\n** **\n\nMr.\nLay Shi Wei is an Independent Director and began serving as an Independent Director as of March 31, 2025. Mr. Lay serves as the chairman\nof the audit committee and as member of the nominating and corporate governance and remuneration committees.\n\n \n\nMr.\nLay has experience in accounting and finance. Since November 2023, Mr. Lay has served as the Vice President and a Registered Professional\nof Evolve Capital Advisory Private Limited (“ECA”), a boutique corporate investment bank in Singapore. ECA is a Capital Market\nServices license holder licensed by the Monetary Authority of Singapore (“MAS”) and a Full Sponsor approved by the Singapore\nExchange. From May 2017 to October 2023, he was Associate Director, Team Lead, Registered Professional at RHT Capital Pte. Ltd., a Capital\nMarket Services license holder licensed by the MAS and a Full Sponsor approved by the Singapore Exchange. During his tenure with RHT\nCapital Pte. Ltd., he led his team in several successful IPOs and acted as the financial adviser in projects which involve the privatization\nand buyout of listed companies. From June 2016 to May 2017, Mr. Lay served as the Manager at Prime Partners Corporate Finance Pte. Ltd.,\na Capital Market Services license holder licensed by the MAS and a Full Sponsor approved by the Singapore Exchange, where he was involved\nin the IPO projects and reverse take-over. Between December 2011 to June 2016, Mr. Lay was an associate to Manager at Provenance Capital\nPte. Ltd., a Capital Market Services license holder licensed by the MAS, where he advised on various capital markets transactions in\nSingapore. From July 2010 to December 2011, he worked as an associate at KPMG Services Pte. Ltd., a global auditing firm. Since April\n2024, Mr. Lay has been an Independent Director and chairman of the audit committee of China Yuanbang Property Holdings Limited, a company\nlisted on the Mainboard of the Singapore Exchange and an Independent Director and chairman of the nominating committee of Sen Yue Holdings\nLimited, a company listed on the Catalist of the Singapore Exchange.\n\n \n\nMr.\nLay obtained his bachelor’s degree of Business Administration (Accountancy) from the National University of Singapore in 2010.\nHe is a Chartered Accountant of Singapore.\n\n \n\n**Mr.\nLiu Junting (Jason)**\n\n \n\nMr.\nLiu Junting (Jason) is an Independent Director and began serving as an Independent Director as of March 31, 2025. Mr. Liu serves as the\nchairman of the renumeration committee and as member of the nominating and corporate governance and audit committees.\n\n \n\nMr.\nLiu has over 12 years of experience in business-to-business sales and key account management serving large corporates, financial institutions\nand small-and-medium enterprises across various industries.\n\n \n\nFrom\nSeptember 2008 to February 2010, Mr. Liu was the platform system engineer of Defence Science Technology Agency. From March 2010 to June\n2011, he was the business financial manager of Standard Chartered Bank. From July 2011 to August 2013, he was the senior business financial\nmanager of United Overseas Bank Limited. From September 2013 to November 2017, Mr. Liu served as the associate director of the global\nenterprise banking team of Overseas Chinese Banking Corporation Limited.\n\n \n\nFrom\nDecember 2017 to July 2018, Mr. Liu was the regional business development manager for Singapore and Australia of S&P Global Platts,\nwhere he was responsible for, *inter alia*, creating strategic commercial and market plans to implement commercial agreements. From\nJuly 2018 to August 2021, Mr. Liu was the vice president of United Overseas Bank Limited’s corporate banking team, managing a portfolio\nof large corporates and medium size enterprises.\n\n \n\n45\n\n \n\n \n\nMr.\nLiu is currently the head of business development of Contour Pte. Ltd., a financial institution leading the sales and marketing of the\nproprietary DLT trade financing platform to financial institutions and corporates globally.\n\n \n\nMr.\nLiu obtained his Bachelor of Engineering (Mechanical Engineering) degree with a specialization in marine and offshore engineering, and\nminor in business in 2008 from Nanyang Technological University in Singapore. He further obtained a professional certificate from the\nSchool of Computing for Fintech SG at National University of Singapore.\n\n \n\n**Mr.\nTang Poh Lu**\n\n \n\nMr.\nTang Poh Lu is an Independent Director and began serving as an Independent Director as of March 31, 2025. Mr. Tang serves as the chairman\nof the nominating and corporate governance committee and as a member of the audit and remuneration committees.\n\n \n\nMr.\nTang has over 13 years of experience in financial and marketing business across various industries.\n\n \n\nFrom\nAugust 2010 to October 2013, Mr. Tang was the senior associate of the assurance/business risk services department of Ernst & Young\nLLP, Singapore. From November 2013 to March 2015, he was a senior financial analyst with Micron Semiconductor Asia Pte. Ltd.\n\n \n\nMr.\nTang then worked as various roles in Decathlon Singapore Pte. Ltd from March 2015 to December 2020. He was its financial controller from\nMarch 2015 to July 2017. He was the sports leader of Decathlon Singapore Pte. Ltd. who managed fitness apartment sales performance, merchandising,\nretail operation, inventory management and team training and development from July 2017 to December 2018. From January 2019 to December\n2020, Mr. Tang was its chief financial officer and director, where he managed audit, tax and corporate secretarial matters for retail\nentities and drove financial performance of the company.\n\n \n\nFrom\nDecember 2020 to March 2023, Mr. Tang was the retail general manager and city leader of Nanjing, Yangzhou and Zhenjiang of Decathlon\n(Shanghai) Sports Co., Ltd (Nanjing Yuhua Branch). He set up the City Group Project to collectively drive corporate strategies and local\nbusiness objectives. Mr. Tang then held a key management position as digital commercial & marketing leader in Decathlon Singapore\nPte. Ltd. from April 2023 to August 2024, and where he was responsible for planning, leading and executing national branding and marketing\ncampaigns, as well as managing marketing budget.\n\n \n\nAs\nof September 2024. Mr. Tang is now serving as the Singapore Country Manager for MST Golf, a golf specialty retailer that is publicly\nlisted in Malaysia.\n\n \n\nMr.\nTang obtained his Bachelor of Accountancy degree from Nanyang Technological University in Singapore in 2010. He has been a member of\nthe Institute of Certified Public Accountants in Singapore since 2011.\n\n** **\n\n**Family\nRelationships**\n\n \n\nMs.\nLee and Mr. Koh are spouses. Other than that, there are no family relations in respect of any member of the Board.\n\n \n\n**6.B.\nCompensation**\n\n** **\n\n**Compensation\nof Directors and Executive Officers**\n\n** **\n\nFor\nthe fiscal year ended December 31, 2025, we paid an aggregate of approximately S$1,123,000 in cash to our Executive Directors and Executive\nOfficers. For the fiscal year ended December 31, 2024, we paid an aggregate of approximately S$690,000 in cash to our Executive Directors\nand Executive Officers, as set forth in the table below.\n\n \n\n46\n\n \n\n \n\nBonuses\nare not payable pursuant to a bonus plan, but rather are made on a discretionary basis in consideration of contributions and profitability\nof the Company for the year under which such bonus was paid. The Company does not have a profit sharing or equity incentive plan.\n\n \n\nName \nTitle \nYear  \n\n**Salary**\n\n**(S$’000)**\n  \n\n**Bonus**\n\n**(S$’000)**\n  \n\n**Other**\n\n**Compensation**\n\n**(S$’000)**\n \n\n  \n  \n   \n   \n   \n  \n\nMs. Joyce Lee Jue Hui \nExecutive Director and Chief Executive Officer \n2024  \n 190  \n 27  \n           - \n\n  \n  \n2025  \n 420  \n 84  \n - \n\n  \n  \n   \n    \n    \n   \n\nMr. Koh Yong Mong \nExecutive Director and Chief Operating Officer \n2024  \n 175  \n 26  \n - \n\n  \n  \n2025  \n 240  \n 53  \n - \n\n  \n  \n   \n    \n    \n   \n\nMs. Chia Nyoke Yee* \nFinancial Controller \n2024  \n -  \n -  \n - \n\n  \n  \n2025  \n 15  \n -  \n - \n\n  \n  \n   \n    \n    \n   \n\nMs. Lian Lai Hong, Jerrica \nHead of Administration / Business Development \n2024  \n 78  \n 17  \n - \n\n  \n  \n2025  \n 84  \n 23  \n - \n\n  \n  \n   \n    \n    \n   \n\nMr. Yao Peikang \nHead of Training \n2024  \n 54  \n 5  \n - \n\n  \n  \n2025  \n 60  \n 17  \n - \n\n  \n  \n   \n    \n    \n   \n\nMs. Alice Teoh Siew Thim ** \nChief Financial Officer \n2024  \n 109  \n 9  \n - \n\n  \n  \n2025  \n 86  \n 45  \n - \n\n \n\nSalary\nand bonus amounts shown are before contribution to the Singapore Central Provident Fund.\n\n \n\n**Ms.\nChia was hired in 2025.*\n\n***Ms.\nTeoh was hired in 2024 and resigned in 2025*.\n\n \n\n**Employment\nAgreements**\n\n \n\n**Employment\nAgreement between Ms. Lee and Fitness Champs Holdings Limited**\n\n \n\nWe\nhave entered into an employment agreement with Ms. Lee pursuant to which she will be employed as an Executive Director and the Chief\nExecutive Officer of the Company. The agreement provides for an annual base salary equal to S$420,000. Under the terms of the agreement,\nMs. Lee’s employment will begin for an initial term of one year. The initial term will automatically renew for successive one-year\nterms subject to termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu\nof such notice and until the Director successor is duly elected and qualified. The agreement also provides that Ms. Lee shall not, during\nthe term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group.\n\n \n\n**Employment\nAgreement between Mr. Koh and Fitness Champs Holdings Limited**\n\n \n\nWe\nhave entered into an employment agreement with Mr. Koh pursuant to which he will be employed as an Executive Director and the Chief Operating\nOfficer of the Company. The agreement provides for an annual base salary equal to S$240,000. Under the terms of the agreement, Mr. Koh’s\nemployment will begin for an initial term of one year. The initial term will automatically renew for successive one-year terms subject\nto termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice\nand until the Director successor is duly elected and qualified. The agreement also provides that Mr. Koh shall not, during the term of\nthe agreement and for 12 months after cessation of employment, carry on business in competition with our Group.\n\n \n\n47\n\n \n\n \n\n**Employment\nAgreement between Ms. Chia Nyoke Yee and Fitness Champs Holdings Limited**\n\n \n\nWe\nhave entered into an employment agreement with Ms. Chia pursuant to which she will be employed as our principal financial officer. The\nagreement provides for an annual base salary equal to S$90,000. Under the terms of the agreement, Ms. Chia’s employment will continue\nindefinitely, subject to termination by either party to the agreement upon 30 days’ written notice or the equivalent salary in\nlieu of such notice. The agreement also provides that Ms. Chia shall not, during the term of the agreement and for 6 months after cessation\nof employment, carry on business in competition with our Group.\n\n \n\n**Employment\nAgreement between Ms. Lian and Fitness Champs Holdings Limited**\n\n \n\nWe\nhave entered into an employment agreement with Ms. Lian pursuant to which she will be employed as the Head of Administration / Business\nDevelopment. The agreement provides for an annual base salary equal to S$96,000. Under the terms of the agreement, Ms. Lian’s employment\nwill continue indefinitely, subject to termination by either party to the agreement upon 60 days’ written notice or the equivalent\nsalary in lieu of such notice. The agreement also provides that Ms. Lian shall not, during the term of the agreement and for 12 months\nafter cessation of employment, carry on business in competition with our Group.\n\n \n\n**Employment\nAgreement between Mr. Yao and Fitness Champs Holdings Limited**\n\n \n\nWe\nhave entered into an employment agreement with Mr. Yao pursuant to which he will be employed as the Head of Training. The agreement provides\nfor an annual base salary equal to S$72,000. Under the terms of the agreement, Mr. Yao’s employment will continue indefinitely,\nsubject to termination by either party to the agreement upon 60 days’ written notice or the equivalent salary in lieu of such notice.\nThe agreement also provides that Mr. Yao shall not, during the term of the agreement and for 12 months after cessation of employment,\ncarry on business in competition with our Group.\n\n.\n\n**Directors’\nAgreements**\n\n \n\nEach\nof our directors has entered into a Director’s agreement with the Company. There was no compensation paid to any Director in 2023\nor 2024. The terms and conditions of such Director’s agreement are similar in all material aspects. Each Director’s agreement\nis for an initial term of one year and will automatically renew for successive one-year terms subject to termination by either party\nto the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice and until the Director successor\nis duly elected and qualified. Each director will be up for re-election each year at the annual shareholders’ meeting and, upon\nre-election, the terms and provisions of his or her Director’s agreement will remain in full force and effect. Any Director’s\nagreement may be terminated for any or no reason by the director or at a meeting called expressly for that purpose by a vote of the shareholders\nholding more than 50% of the Company’s issued and outstanding Ordinary Shares entitled to vote.\n\n \n\nUnder\nthe Directors’ agreements, the initial annual director fees that are payable to our Independent Directors Nominees is as follows:\n\n \n\nMr. Lay\n \nUS$\n50,000\n \n\nMr. Liu\n \nUS$\n30,000\n \n\nMr. Tang\n \nUS$\n30,000\n \n\n \n\nIn\naddition, our Directors are entitled to participate in such share option scheme as may be adopted by the Company, as amended from time\nto time. The number of options granted, and the terms of those options will be determined from time to time by a vote of the Board; provided\nthat each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that Director.\n\n \n\nOther\nthan as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiary that provides\nfor benefits upon termination of employment.\n\n \n\n48\n\n \n\n \n\n**6.C.\nBoard Practices**\n\n** **\n\nOur\nBoard consists of five Directors, three of whom are “independent” within the meaning of the corporate governance standards\nof the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as\namended (the “Exchange Act”)\n\n \n\n**Leadership\nStructure and Risk Oversight**\n\n \n\nOur\nBoard actively manages our Company’s risk oversight process and receives periodic reports from management on areas of material\nrisk to our Company, including operational, financial, legal, and regulatory risks. In addition to other functions, the committees of\nthe Board assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The audit committee assists the board\nof directors with its oversight of our financial risk exposure. The remuneration committee assists the Board with its oversight of risks\narising from our compensation policies and programs. The nominating and corporate governance committee assists the Board with its oversight\nof risks associated with board organization, board independence, and corporate governance. While each committee is responsible for evaluating\ncertain risks and overseeing the management of those risks along with their other respective responsibilities, the entire board of directors\ncontinues to be regularly informed about the work of each committee and any associated risks.\n\n** **\n\n**Board\ncomposition and director independence**\n\n \n\nAs\na company incorporated in the Cayman Islands, we qualify as a foreign private issuer that is permitted to adopt certain home country\npractices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of\nthe Nasdaq Capital Market or another national securities exchange. These practices may afford less protection to shareholders than they\nwould enjoy if we complied fully with corporate governance listing requirements of such exchanges. Following this annual report, we do\nnot intend to rely on home country practice as a majority of the directors on our Board are independent directors. In addition, we will\nbe a “controlled company” under within the meaning of the Nasdaq Capital Market or another national securities exchange rules\nbecause more than 50% of the voting power of our common stock will be controlled indirectly by Ms. Lee. See “Principal Shareholders.”\nAs a result, we will be eligible for exemption from the corporate governance requirements of the Nasdaq Capital Market or another national\nsecurities exchange that our Director nominees must be selected or recommended solely by independent directors. We currently intend to\nrely on this exemption and will comply with all other listing requirements. As a result of being a foreign private issuer and a controlled\ncompany, you may not have the same protection afforded to shareholders of companies that are not exempt from the corporate governance\nrequirements identified above.\n\n \n\n**Committees\nof the Board**\n\n \n\nWe\nhave established an audit committee, a remuneration committee and a nominating and corporate governance, each of which operate pursuant\nto a charter adopted by our Board. The Board may also establish other committees from time to time to assist our Company and the Board.\nThe composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002,\nNasdaq Capital Market or another national securities exchange and SEC rules and regulations, if applicable. Upon our listing on Nasdaq\nCapital Market or another national securities exchange, each committee’s charter will be available on our website at https://www.fitnesschamps.sg.\nThe reference to our website address does not constitute incorporation by reference of the information contained at or available through\nour website, and you should not consider it to be part of this annual report.\n\n \n\n49\n\n \n\n \n\n**Audit\ncommittee**\n\n \n\nMr.\nLay, Mr. Liu and Mr. Tang, all of whom are Independent Directors nominees, serve on the audit committee, which is chaired by Mr. Lay.\nOur Board has determined that each are “independent” for audit committee purposes as that term is defined by the rules of\nthe SEC and Nasdaq Capital Market or another national securities exchange, and that each has sufficient knowledge in financial and auditing\nmatters to serve on the audit committee. Our Board has designated Mr. Lay as an “audit committee financial expert,” as defined\nunder the applicable rules of the SEC. The audit committee’s responsibilities include:\n\n \n\n \n●\nappointing, approving the\ncompensation of, and assessing the independence of our independent registered public accounting firm;\n\n \n●\npre-approving auditing\nand permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting\nfirm;\n\n \n●\nreviewing the overall audit\nplan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;\n\n \n●\nreviewing and discussing\nwith management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures\nas well as critical accounting policies and practices used by us;\n\n \n●\ncoordinating the oversight\nand reviewing the adequacy of our internal control over financial reporting;\n\n \n●\nestablishing policies and\nprocedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s\nreview and discussions with management and our independent registered public accounting firm, whether our audited financial statements\nshall be included in our Annual Report on Form 20-F;\n\n \n●\nmonitoring the integrity\nof our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements\nand accounting matters;\n\n \n●\npreparing the audit committee\nreport required by SEC rules to be included in our annual proxy statement;\n\n \n●\nreviewing all related person\ntransactions for potential conflict of interest situations and approving all such transactions; and\n\n \n●\nreviewing earnings releases.\n\n \n\n**Remuneration\ncommittee**\n\n \n\nMr.\nLay, Mr. Liu and Mr. Tang, all of whom are Independent Directors nominees, serve on the remuneration committee, which is chaired by Mr.\nLiu. Our Board has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing\nRules of the Nasdaq Capital Market or another national securities exchange. The remuneration committee’s responsibilities include:\n\n \n\n \n●\nevaluating\nthe performance of our chief executive officer in light of our company’s corporate goals and objectives and, based on such\nevaluation: (i) recommending to the Board the cash compensation of our chief executive officer, and (ii) reviewing and approving\ngrants and awards to our chief executive officer under equity-based plans;\n\n \n\n \n●\nreviewing and recommending\nto the Board the cash remuneration of our other Executive Officers;\n\n \n●\nreviewing and establishing\nour overall management compensation, philosophy and policy;\n\n \n●\noverseeing and administering\nour remuneration and similar plans;\n\n \n●\nreviewing and approving\nthe retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating\nand assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable\nNasdaq Capital Market or another national securities exchange rules;\n\n \n●\nretaining and approving\nthe compensation of any compensation advisors;\n\n \n●\nreviewing and approving\nour policies and procedures for the grant of equity-based awards;\n\n \n●\nreviewing and recommending\nto the Board the compensation of our Directors; and\n\n \n●\npreparing the remuneration\ncommittee report required by SEC rules, if and when required.\n\n \n\n**Nominating\nand corporate governance**\n\n \n\nMr.\nLay, Mr. Liu and Mr. Tang, all of whom are Independent Directors nominees, and serve on the nominating and corporate governance, which\nis chaired by Mr. Tang, Our Board has determined that each member of the nominating and corporate governance is “independent”\nas defined in the applicable Nasdaq Capital Market or another national securities exchange rules. The nominating and corporate governance’s\nresponsibilities include:\n\n \n\n \n●\ndeveloping and recommending\nto the Board’s criteria for board and committee membership;\n\n \n●\nestablishing procedures\nfor identifying and evaluating director candidates, including nominees recommended by stockholders; and\n\n \n●\nreviewing the composition\nof the Board to ensure that it is composed of members containing the appropriate skills and expertise to advise us.\n\n \n\n50\n\n \n\n \n\nWhile we do not have a formal policy\nregarding board diversity, our nominating and corporate governance and Board will consider a broad range of factors relating to the qualifications\nand background of nominees, which may include diversity (not limited to race, gender or national origin). Our nominating and corporate\ngovernance’s and Board’s priority in selecting board members is identification of persons who will further the interests\nof our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative\nculture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience\nand expertise relevant to our growth strategy.\n\n \n\n**Board\nDiversity**\n\n \n\nThe\ncomposition of our board of directors currently includes 1 individual who self-reports as diverse under the Nasdaq Listing Rule 5605(f)\nregarding board diversity as applies to foreign private issuers. Under Nasdaq Listing Rule 5605(f), directors who self-identify as (i)\nfemale, (ii) an underrepresented minority based on the national, racial, ethnic, indigenous, cultural, religious or linguistic identity\nor (iii) LGBTQ+ are defined as being diverse. The following chart summarizes certain self-identified personal characteristics of our\ndirectors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related\ninstructions:\n\n \n\n**Board\nDiversity Matrix (as of the date of this annual report)**\n\n \n\n \n \nFemale\n \nMale\n \nNon-Binary\n \nDid\nNot\n\nDisclose\n\nGender\n \n\nPart\nI: Gender Identity\n \n \n \n \n \n \n \n \n \n\nDirectors\n \n1\n \n4\n \n-\n \n-\n \n\n \n \n \n \n \n \n \n \n \n \n\nPart\nII: Demographic Background\n \n \n \n \n \n \n \n \n \n\nAfrican\nAmerican or Black\n \n-\n \n-\n \n-\n \n-\n \n\nAlaskan\nNative or Native American\n \n-\n \n-\n \n-\n \n-\n \n\nAsian\n \n1\n \n4\n \n-\n \n-\n \n\nHispanic\nor Latino\n \n-\n \n-\n \n-\n \n-\n \n\nNative\nHawaiian or Pacific Islander\n \n-\n \n-\n \n-\n \n-\n \n\nWhite\n \n \n \n \n \n-\n \n-\n \n\n \n \n \n \n \n \n \n \n \n \n\nLGBTQ+\n \n-\n \n-\n \n-\n \n-\n \n\n \n \n \n \n \n \n \n \n \n \n\nDid\nNot Disclose Demographic Background\n \n-\n \n-\n \n-\n \n-\n \n\n****\n\n** **\n\n**6.E.\nShare Ownership**\n\n** **\n\n**PRINCIPAL\nSHAREHOLDERS**\n\n \n\nThe\nfollowing table sets forth information regarding beneficial ownership of our share capital by:\n\n \n\n \n●\neach\nperson, or group of affiliated persons, known by us to beneficially own more than 5% of our shares;\n\n \n \n \n\n \n●\neach\nof our named Executive Officers;\n\n \n \n \n\n \n●\neach\nof our Directors and Director nominees; and\n\n \n \n \n\n \n●\nall\nof our current Executive Officers, Directors and Director nominees as a group.\n\n \n\nApplicable\npercentage ownership is based on 37,777.78 Ordinary Shares issued and outstanding as at the date of this annual report.\n\n \n\n51\n\n \n\n \n\nThe\ninformation presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of\nthe SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial\nowner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose\nor direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right\nto acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant,\noption or other right. More than 1 person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial\nownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which\nincludes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum\nof the number of shares outstanding as of such date, plus the number of shares as to which such person has the right to acquire voting\nor investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial\nowner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our\nshares listed below have sole voting and investment power with respect to the shares shown.\n\n \n\nUnless\notherwise noted below, the address of each person listed on the table is 7030 Ang Mo Kio, Avenue 5, #04-48, NorthStar@AMK, Singapore\n569880.\n\n \n\nNone\nof our Named Executive Directors, Executive Officers or Independent Directors hold Class A Ordinary Shares and we are not aware of any\n5% of greater shareholders who hold Class A Ordinary Shares.\n\n \n\n  \nClass A Ordinary Shares Beneficially Owned  \n\n**Class B**\n\n**Shares Beneficially Owned**\n \n\nName of Beneficial Owners \nNumber  \nPercentage %  \nNumber  \nPercentage % \n\n  \n   \n   \n   \n  \n\nNamed Executive Directors and Executive Officers: \n    \n    \n    \n   \n\n  \n    \n    \n    \n   \n\nMs. Joyce Lee Jue Hui(1) \n -  \n -  \n 19,351  \n 51.22 \n\n  \n    \n    \n    \n   \n\nMr. Koh Yong Mong \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n   \n\nMs. Chia Nyoke Yee \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n   \n\nMs. Lian Lai Hong, Jerrica \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n   \n\nMr. Yao Peikang \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n   \n\nIndependent Director Nominees: \n    \n    \n    \n   \n\n  \n    \n    \n    \n   \n\nMr. Lay Shi Wei \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n   \n\nMr. Liu Junting Jason \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n   \n\nMr. Tang Poh Lu \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n   \n\nTotal held by Named Executive Directors and Executive Officers and Independent Directors: \n -  \n -  \n 19,351  \n 51.22 \n\n  \n    \n    \n    \n   \n\n5% or Greater Shareholders: \n    \n    \n    \n   \n\n  \n    \n    \n    \n   \n\nBig Treasure(2) \n -  \n -  \n 19,351  \n 51.22 \n\n  \n    \n    \n    \n   \n\nTotal held by 5% of Greater Shareholders: \n -  \n -  \n 19,351  \n 51.22 \n\n \n\n(1)\nMs. Lee’s holdings are entirely through her holding of shares held by Big Treasure. Ms. Lee does not hold any Shares individually.\n\n(2)\nBig Treasure is wholly-owned by Ms. Lee and reflects all shares held by Ms. Lee as she holds no Ordinary Shares individually. The\ntotal number of shares controlled by Ms. Lee through Big Treasure is reflected above under “Named Executive Directors and Executive\nOfficers” as all of the Ordinary Shares she holds are held indirectly through her control of Big Treasure (19,351 shares).\n\n** **\n\n****\n\n52\n\n \n\n** **\n\n**6.F.\nDisclosure of Action to Recover Erroneously Awarded Compensation**\n\n \n\nNot\napplicable."}