{"url_path":"/sec/gwll/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1800373/0001477932-26-004130-index.html","accession_number":"0001477932-26-004130","cik":"0001800373","ticker":"GWLL","issuer_name":"GOLDENWELL BIOTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1800373/0001477932-26-004130-index.html","primary_entity_key":"0001800373","primary_entity_name":"GOLDENWELL BIOTECH, INC."},"word_count":1735,"has_tables":true,"body_markdown":"**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nThe following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the year such director or officer commenced serving in such capacity:\n\n \n\n**Name**\n\n**Age**\n\n**Positions**\n\nShuang Liu\n\n48\n\nPresident, Chief Executive Officer, and Director\n\nHua Xie\n\n \n\n56\n\n \n\nSecretary, and Director\n\nLi Yang\n\n \n\n57\n\n \n\nTreasurer, and Director\n\n \n\n**Shuang Liu**\n\n**President and Chief Executive Officer, and director**\n\n \n\nShuang Liu has served as our President and Chief Executive Officer, and a director, since August 20, 2019. Mr. Liu is our principal accounting officer and principal financial officer. Since December 2012, Mr. Shuang has been the Chairman of the Board of Jilin Jinziyuan Biotech Co., Ltd., a nutraceutical and dietary supplements company, located in China. Between 2013 and 2015, Mr. Shuang attended Jilin University, in China, where he majored in economic law. Mr. Liu’s entrepreneurial desire evidenced by his ideas which led to the establishment of our business, and his experience in developing the products we market and sell, led to our conclusion that he should be serving as a member of our Board of Directors in light of our business and structure.\n\n \n\n**Hua Xie**\n\n**Secretary and Director**\n\n \n\nHua Xie has served as our Secretary and a director since August 20, 2019. Ms. Hua is a co-founder and has served as Chief Operating Officer of MegaGrow Electronics Inc, a grow light products company located in Hudson, Ohio. From 2014 until 2018, Ms. Hua owned and operated Zx International LLC, located in Ohio, which exported aluminum and other scrap to China. From 2006 until 2014, Ms. Hua was a Senior Financial Reporting Analyst Dealer Tire LLC, in Cleveland, Ohio, where she performed analysis and generated monthly management reports on margin, expenses, balance sheets, key indicators, gross profit trends that were distributed to CFO, partners and directors of the company. From 2000 until 2006, Ms. Hua was a compliance analyst in the Retirement Plan Services division at Charles Schwab Corp., in Richfield, Ohio., where she, among other things, completed and reviewed Schwab plan compliance testing and reporting for qualified plans, which included ADP/ACP discrimination testing, coverage testing, and top heavy testing. Ms. Hua holds a B.S. in Accounting from the University of Maryland, in College Park, Maryland, and holds a M.S. in Software Engineering from the University of Akron, in Akron, Ohio. Ms. Hua’s experience in finance and accounting led to our conclusion that she should be serving as a member of our Board of Directors in light of our business and structure.\n\n \n\n \n\n19\n\n*Table of Contents*\n\n \n\n**Li Yang**\n\n**Treasurer and Director**\n\n \n\nLi Yang has served as our Treasurer and a director since August 20, 2019. Since 2017, Mr. Yang has served as Chief Executive Officer of Australian Trefoil Health and Technologies Pty. Ltd., a company located in Australia. From 2011 until 2015, Mr. Yang was the Research Coordinator of the Mental Health and Drug Alcohol Service, Northern Sydney Local Health District, Australia. From 2007 until 2010, Mr. Yang was a Product Development Manager of Henan Sino-American Biotechnology Company, located in China, where he performed marketing research and analysis for biotechnology products, product promotional planning and sales forecasting, and participated in establishing marketing strategies and sale networks. From 2004 until 2006, Mr. Yang was a Lecturer of Biotechnology Zhengzhou Pasturage Engineering College, located in Henan Province, China. From 2001 to 2004, Mr. Yang was a Research Officer of Northcote Neuroscience Laboratory, at ANZAC Research Institute, Concord Hospital Sydney, Australia. From 1998 until 2000, Mr. Yang was a Research and Development Officer at Australian Genetics and Chemical Technological Pty. Ltd.. in Australia. In January 1996, Mr. Yang obtained his Master degree of Biotechnology in University of NSW, in Sydney, Australia. In July 1992, Mr Yang obtained his Bachelor of Medicine degree at the Xi’an Medical University, in Xi’an, China. Mr. Yang’s experience in health and health-related research led to our conclusion that he should be serving as a member of our Board of Directors in light of our business and structure.\n\n \n\n**Director Qualifications**\n\n \n\nWe believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential director candidates, the Board also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.\n\n \n\n**Term of Office**\n\n \n\nAll directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than one member. Officers are elected by and serve at the discretion of the Board of Directors.\n\n \n\n**Director Independence**\n\n \n\nOur board of directors is currently composed of three members, none of whom qualifies as an independent director in accordance with the published listing requirements of the Nasdaq Global Market. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the Nasdaq rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.\n\n \n\n \n\n20\n\n*Table of Contents*\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nTo our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:\n\n \n\n \n\n·\n\nAny bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;\n\n \n\n \n\nAny conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n \n\n·\n\n \n\nBeing subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;\n\n \n\n·\n\n \n\nBeing found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n\n·\n\n \n\nBeing subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or\n\n \n\n·\n\n \n\nBeing subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.\n\n \n\n**Significant Employees and Consultants**\n\n \n\nAs of December 31, 2025, the Company has no significant employees.  The Company is managed by our three officers and directors.\n\n \n\n**Audit Committee and Conflicts of Interest**\n\n \n\nSince we do not have an audit, compensation or governance and nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The board of directors has not established an audit committee and does not have an audit committee financial expert, nor has the board of directors established a nominating committee. The board of directors is of the opinion that such committees are not necessary since the Company is an early stage company and has only one director, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our sole director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.\n\n \n\n \n\n21\n\n*Table of Contents*\n\n \n\n**Stockholder Communications With the Board of Directors**\n\n \n\nWe have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the board of directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process.\n\n \n\n**Code of Ethics**\n\n \n\nThe Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions.\n\n \n\n**Employment Agreements**\n\n \n\nWe have no employment agreements with any of our directors.\n\n \n\n**Indemnification Agreements**\n\n \n\nWe have no indemnification agreements with our officers, directors or any other person."}