{"url_path":"/sec/gibow/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/2034520/0001493152-26-023628-index.html","accession_number":"0001493152-26-023628","cik":"0002034520","ticker":"GIBO","issuer_name":"GIBO HOLDINGS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034520/0001493152-26-023628-index.html","primary_entity_key":"0002034520","primary_entity_name":"GIBO HOLDINGS Ltd"},"word_count":2997,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A.**\n**Directors\nand Senior Management**\n\n \n\nThe\nfollowing table sets forth information regarding our directors and executive officers as of the date of this Report. The business address\nof our directors and executive officers is 3A-1A, Menara Khuan Choo, Jalan Raja Chulan, Bukit Bintang, 50200, Kuala Lumpur, Malaysia.\n\n** **\n\n**Directors\nand Executive Officers**\n \n**Age**\n \n**Position/Title**\n\nChun\nYen “Dereck” Lim\n \n37\n \nChairman\nof Board of Directors\n\nJing\nTuang “Zelt” Kueh\n \n39\n \nDirector,\nChief Executive Officer and Chief Technology Officer\n\nKwan\nChen “Katrina” Hung\n \n33\n \nChief\nFinancial Officer\n\nLi\nNoi Chia\n \n46\n \nIndependent\nDirector\n\nBee\nLian Ooi\n \n57\n \nIndependent\nDirector\n\nPeter\nBan\n \n46\n \nIndependent\nDirector\n\n** **\n\n**Mr.\nChun Yen “Dereck” Lim** is our chairman of board of directors. He has served as the chairman of the board of directors\nof GIBO since September 2023 and as our director since July 2024. Since March 2015, he has served as the chief marketing officer of Sri\nHighlights Carriage Services Sdn. Bhd., a vehicle carriage management and logistics services provider in Malaysia, where he oversees\nthe digital transition of the company’s business model and marketing-related matters. In 2019, he also served as a project manager\nat SinoBumi Resource Sdn. Bhd., where he took charge of project coordination and prepared budget forecast. From 2008 to 2012, Mr. Lim\nstudied Management and Marketing at Monash University.\n\n \n\n**Mr.\nJing Tuang “Zelt” Kueh** is our director, chief executive officer and chief technology officer. He has served as the\nchief technology officer of GIBO since September 2023 and the chief executive officer of GIBO since January 2024. Prior to joining GIBO,\nfrom November 2018 to June 2022, he served as the chief executive officer at ARx Media Sdn. Bhd., a Malaysian full-stacked technology\nsolutions provider specializing in the application of artificial intelligence. From October 2019 to May 2022, Mr. Kueh served as the\ntechnology advisor at Katch International Sdn. Bhd., a health and wellness software-as-a-service company. Mr. Kueh obtained his bachelor’s\ndegree with honors in civil engineering from Swinburne University of Technology in 2013.\n\n \n\n**Ms.\nKwan Chen “Katrina” Hung** is our chief financial officer. She has served as the chief financial officer and director\nof GIBO since September 2023. Prior to joining GIBO, from August 2016 to August 2023, she served as the head of investment at Hong Kong\nFine Wine Exchange Center Limited in charge of retail sales of premium wine and spirits. From February 2015 to July 2016, Ms. Hung served\nas a secretary at Manllion Financial Group Limited in charge of administrative reporting to senior management. From 2012 to 2014, Ms.\nHung studied at Wilfrid Laurier University and HKU School of Professional and Continuing Education.\n\n \n\n**Ms.\nLi Noi Chia** has served as our independent director since May 2025. Since April 2017, Ms. Chia has served as the finance executive at HLA\nGarment (Malaysia) Sdn Bhd, an international retail clothing brand, where she oversees accounting, financial reporting, tax\nreporting, annual budgeting and planning. From January 2016 to March 2017, Ms. Chia served as the manager of accounts payable at\nOnyx Corporate Pty Ltd., an Australian corporate advisory firm. From April 2009 to December 2015, Ms. Chia served as an accounts\npayable executive at Ensco Australia Pty Ltd., an Australian oil and gas provider, where she handled accounts payables and process\nflows. Ms. Chia obtained her bachelor’s degree in Accounting and Banking & Finance from Monash University in Malaysia in\n2004.\n\n \n\n**Ms.\nBee Lian Ooi**has served as our independent director since May 2025. In June 2020, Ms. Ooi founded JL Signature Sdn. Bhd., a private\ninvestment and asset management firm focusing on real estate and technology-driven investment holdings in Malaysia, and she has\nserved as the Managing Director since then. Specializing in haemodialysis patient care and general life support interventions, Ms.\nOoi had served as an Associate Director of Nursing Department of the Penang Community Haemodialysis Society from January 2015 to\nMarch 2022, a healthcare provider. Her tenure included years of progressive leadership with experience in governance, operations,\nstrategy development, advocacy, human resources and business development, where she served on several association-wide task forces.\nSince January 2008, Ms. Ooi has also served as a Sales and Marketing Manager in Healthcare Retailer Extra Excel (Malaysia) Sdn.\nBhd., with experience in marketing healthcare and wellness products in the Malaysian market. Ms. Ooi received her Executive Master\nof Business Administration Degree from Lincoln University College, Malaysia in June 2022, and obtained a Diploma in Nursing from the\nCollege of Nursing, Hospital Lam Wah Ee, Malaysia in September 1992.\n\n \n\n**Mr.\nPeter Ban** has served as our independent director since May 2025. Since July 2022, Mr. Ban has served as the chief executive officer at\nInternational Commence Center of Kuala Lumpur, a Malaysian real estate development and asset management company. From December 2017\nto July 2022, he served as the residences manager and acting director of residences at Four Season Hotels & Report, a global\nluxury hotel and resort brand. Mr. Ban received his bachelor’s degree in Hospitality Management from Technological University\nDublin.\n\n \n\n60\n\n \n\n \n\n**B.**\n**Compensation**\n\n \n\nFor\nthe years ended December 31, 2023, 2024 and 2025, we paid nil, nil and $42,000, respectively, in cash to our executive officers and\ndirectors.\n\n \n\n**Employment Agreements and Indemnification Agreements**\n\n \n\nWe have entered into employment\nagreements with each of our executive officers. Under these agreements, each of our executive officer is employed for a specified time\nperiod. We may terminate employment for cause, at any time, without advance notice or remuneration. We may also terminate an executive\nofficer’s employment without cause upon advance written notice. In such case of termination by us, we will provide severance payments\nto the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive\nofficer may resign at any time with an advance written notice. Each executive officer has agreed to hold in strict confidence and not\nto use, except for our benefit, any proprietary information, technical data, trade secrets and know-how of our company or the confidential\nor proprietary information of any third party, including our subsidiaries and clients, received by us. Each of these executive officers\nhas also agreed to be bound by noncompetition and non-solicitation restrictions during the term of his or her employment and two years\nfollowing the termination of the employment.\n\n \n\nWe have also entered into indemnification\nagreements with our directors and executive officers. We will indemnify our directors and executive officers against certain liabilities\nand expenses incurred by such persons in connection with claims made by reason of them being our directors or executive officers.\n\n \n\n**Equity Incentive Plan**\n\n \n\nAs of December 31, 2025, we had\nnot adopted any employee equity incentive plan.\n\n \n\n**Compensation Recovery Policy**\n\n \n\nIn May 2025,\nwe effected a compensation recovery policy in compliance with the SEC rules and the Nasdaq Stock Market listing standards to recover any\nexcess incentive-based compensation from current and former executive officers after an accounting restatement. See Exhibit 97.1.\n\n \n\n**C.**\n**Board\nPractices**\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors consists of five directors, including three independent directors. A director is not required to hold any shares by\nway of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed\ncontract or transaction with us is required to declare the nature of his or her interest at a meeting of our directors.\n\n \n\nA\ngeneral notice given to the directors by any director to the effect that he or she is a member of any specified company or firm and is\nto be regarded as interested in any contract or transaction which may thereafter be made with that company or firm, shall be deemed a\nsufficient declaration of interest in regard to any contract so made or transaction so consummated.\n\n \n\nSubject\nto the rules of the Nasdaq and the disqualification by chairman at the relevant meeting of our board of directors, a director may vote\nin respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein.\nIf he or she does so, his or her vote shall be counted and such director may be counted in the quorum at any meeting of the directors\nat which any such contract or transaction or proposed contract or transaction is considered shall come before the meeting for consideration.\n\n \n\nThe\ndirectors may from time to time at their discretion exercise all the powers to raise or borrow money and to mortgage or charge its undertaking,\nproperty and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other\nsecurities, whether outright or as collateral security for any debt, liability or obligation of us or of any third party. None of the\ndirectors have a service contract with us that provides for benefits upon termination of service.\n\n \n\n61\n\n \n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nWe\nhave established an audit committee, a compensation committee and a nominating and corporate governance committee under the board of\ndirectors, and adopted a 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 Ms. Li Noi Chia, Ms. Bee Lian Ooi, and Mr. Peter Ban, and is chaired by Ms. Li Noi\nChia. Ms. Li Noi Chia, Ms. Bee Lian Ooi and Mr. Peter Ban satisfy the “independence” requirements of Rule 5605(c)(2) of the\nListing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended.\nWe have determined that Ms. Li Noi Chia qualifies as an “audit committee financial expert.” The audit committee oversees\nour accounting and financial reporting processes and the audits of the financial statements. The audit committee is responsible for,\namong other things:\n\n \n\n \n●\nselecting\nthe independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed\nby the independent registered public accounting firm;\n\n \n \n \n\n \n●\nreviewing\nwith the independent registered public accounting firm any audit problems or difficulties and management’s response;\n\n \n \n \n\n \n●\nreviewing\nand approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;\n\n \n \n \n\n \n●\ndiscussing\nthe annual audited financial statements with management and the independent registered public accounting firm;\n\n \n \n \n\n \n●\nreviewing\nmajor issues as to the adequacy of its internal controls and any special audit steps adopted in light of material control deficiencies;\n\n \n \n \n\n \n●\nannually\nreviewing and reassessing the adequacy of its audit committee charter;\n\n \n \n \n\n \n●\nmeeting\nseparately and periodically with management and the independent registered public accounting firm; and\n\n \n \n \n\n \n●\nreporting\nregularly to the board of directors.\n\n \n\n**Compensation\nCommittee.**Our compensation committee consists of Mr. Peter Ban, Ms. Bee Lian Ooi and Ms. Li Noi Chia, and is chaired by Mr.\nPeter Ban. Mr. Peter Ban, Ms. Bee Lian Ooi and Ms. Li Noi Chia satisfy the “independence” requirements of Rule 5605(a)(2)\nof the Listing Rules of the Nasdaq. The compensation committee assists the board of directors in reviewing and approving the compensation\nstructure, including all forms of compensation, relating to its directors and executive officers. The executive officers may not be present\nat any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other\nthings:\n\n \n\n \n●\nreviewing\nthe total compensation package for its executive officers and making recommendations to the board of directors with respect to it;\n\n \n \n \n\n \n●\napproving\nand overseeing the total compensation package for its executives other than the three most senior executives;\n\n \n \n \n\n \n●\nreviewing\nthe compensation of its directors and making recommendations to the board of directors with respect to it; and\n\n \n \n \n\n \n●\nperiodically\nreviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and\nemployee pension and welfare benefit plans.\n\n \n\n62\n\n \n\n \n\n**Nominating\nand Corporate Governance Committee.** Our nominating and corporate governance committee consists of Ms. Bee Lian Ooi, Mr. Peter\nBan and Ms. Li Noi Chia, and is chaired by Ms. Bee Lian Ooi. Ms. Bee Lian Ooi, Mr. Peter Ban and Ms. Li Noi Chia satisfy the “independence”\nrequirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee assists the board\nof directors in selecting individuals qualified to become its directors and in determining the composition of the board of directors\nand its committees. The nominating and corporate governance committee is responsible for, among other things:\n\n \n\n \n●\nrecommending\nnominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy\non the board of directors;\n\n \n \n \n\n \n●\nreviewing\nannually with the board of directors the current composition of the board of directors with regards to characteristics such as independence,\nage, skills, experience and availability of service to us;\n\n \n \n \n\n \n●\nselecting\nand recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation\ncommittee, as well as of the nominating and corporate governance committee itself; 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 its procedures to\nensure proper compliance.\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 to act bona fide in the best interests of the\ncompany, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not\nto put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third\nparty. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with\nskill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree\nof skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts\nhave moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in\nthe Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association,\nas amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. Our company has the right to seek damages if a duty owed by our directors is breached.\n\n** **\n\n**Code\nof Business Conduct and Ethics and Corporate Governance**\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.\nOur nominating and corporate governance committee is responsible for overseeing the code of business conduct and ethics and must approve any waivers of the code of business conduct and ethics for employees, executive officers and directors.\n\n** **\n\n**Terms\nof Directors and Officers**\n\n \n\nPursuant\nto our third amended and restated memorandum and articles of association as currently effective (the “**MA&A**”),\nwe may by an ordinary resolution appoint any person to be a director. The board of directors may, by the affirmative vote of a\nsimple majority of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual\nvacancy on the board.\n\n \n\nAn\nappointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office)\nat the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between\nus and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office\nexpires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the board.\n\n \n\nA\ndirector may be removed from office by an ordinary resolution (except with regard to the removal of a director who is the chairman, who\nmay be removed from office by a special resolution), notwithstanding anything in the MA&A or in any agreement between\nus and such director (but without prejudice to any claim for damages under such agreement).\n\n \n\nIn\naddition, the office of our directors shall be vacated if the director: (a) becomes bankrupt or makes any arrangement or composition\nwith his creditors; (b) dies or is found to be or becomes of unsound mind; (c) resigns his office by notice in writing to us; or (d)\nis removed from office pursuant to other provisions in the MA&A.\n\n \n\nOur\nofficers are elected by and serve at the discretion of the board of directors.\n\n \n\n63\n\n \n\n \n\n**D.**\n**Employees**\n\n \n\nAs\nof December 31, 2023, 2024 and 2025, we had eight, 23 and 25 full-time employees. The following table sets forth the numbers of our full-time\nemployees categorized by function as of December 31, 2025.\n\n \n\nFunction \n\n**Number of**\n\n**Employees**\n  \nPercentage \n\nInformation technology \n 9  \n 36.0%\n\nOperations \n 5  \n 20.0%\n\nResearch and development \n 4  \n 16.0%\n\nFinance and administration \n 2  \n 8.0%\n\nDesign and marketing \n 5  \n 20.0 \n\nTotal \n 25  \n 100.0%\n\n \n\nOur\nsuccess depends on our ability to attract, retain, and motivate qualified employees. As part of our human resources strategy, we provide\nour employees with competitive salaries and performance-based cash bonuses. In addition, we provide regular training and development\nprograms on topics critical to our business operations. We have generally been able to attract and retain qualified personnel and maintain\na stable core management team.\n\n \n\nWe\nenter into standard employment contracts and confidentiality agreements with our employees. We believe that we maintain a good working\nrelationship with our employees. To date, we have not experienced any material labor disputes. None of our employees are represented\nby labor unions.\n\n \n\n**E.**\n**Share\nOwnership**\n\n \n\nInformation\nregarding the ownership of our ordinary shares by our directors and executive officers is set forth in Item 7.A of this Report.\n\n \n\n**F.**\n**Disclosure\nof a Registrant’s Action to Recover Erroneously Awarded Compensation**\n\n \n\nNot\napplicable."}