{"url_path":"/sec/hcai/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":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1958399/0001213900-26-055775-index.html","accession_number":"0001213900-26-055775","cik":"0001958399","ticker":"HCAI","issuer_name":"Huachen AI Parking Management Technology Holding Co., Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1958399/0001213900-26-055775-index.html","primary_entity_key":"0001958399","primary_entity_name":"Huachen AI Parking Management Technology Holding Co., Ltd"},"word_count":4732,"has_tables":true,"body_markdown":"**Item 6.\nDirectors, Senior Management and Employees**\n\n \n\n**6.A. Directors\nand Senior Management**\n\n \n\nThe following table provides information regarding\nour executive officers and directors as of the date hereof:\n\n \n\nName \nAge  \nPosition(s)\n\nBin Lu \n 58  \nChief Executive Officer, Director and Chairman of the Board\n\nLei Shen \n 55  \nChief Financial Officer, Director\n\nDennis Tao Chen*(1)(2)(3)  \n 57  \nIndependent Director\n\nJing Wang*(1)(2)(3)  \n 45  \nIndependent Director\n\nChao Xu*(1)(2)(3)  \n 70  \nIndependent Director\n\n \n\n(1)\nMember of the Audit Committee\n\n \n\n(2)\nMember of the Compensation Committee\n\n \n\n(3)\nMember of the Nominating Committee\n\n \n\n66\n\n \n\n**Bin Lu** is\nour Chief Executive Officer, Director and Chairman of the Board. From October 2016 to October 2019, he served as Chairman at Shanghai\nHuachen Technology Co., Ltd. Preceding that role, he was the General Manager of Shanghai Huachen Steel Structure Installation Engineering\nCo., Ltd. from May 2005 to October 2016. From May 2000 to May 2005, he worked as the General Manager at Shanghai Huachen Industrial Co.,\nLtd., and prior to that, he was the General Manager of Shanghai Huaxian Industrial Co., Ltd. from September 1995 to May 2000. As of the\ndate of this annual report, Mr. Lu is also the executive director of Shanghai TD Manufacturing, Zhejiang TD Parking, Shanghai Yufeng,\nShanghai TP Parking, Shanghai TD Installation and Shanghai TD Parking. He obtained his bachelor’s degree of marine engineering management\nfrom Shanghai Maritime University in 1990.\n\n \n\n**Lei Shen** is\nour Chief Financial Officer and Director. Since January 2017, he has been the Chief Financial Officer at Zhejiang Hua Chen Tech and the\ndirector of Shanghai TD Manufacturing. He has also served as a Director at Shanghai TD Manufacturing since November 2016. He was the Finance\nManager at Shanghai Baotie Railway Bridge Building Materials Co., Ltd. from September 2000 to November 2016. From March 1997 to September\n2000, he was the Financial Supervisor at Baosteel Group Shanghai Pudong Iron and Steel Co., Ltd. He obtained his associate degree from\nShanghai University of Finance and Economics in 1999.\n\n \n\n**Dennis Tao Chen **is\nan independent director and Chair of Audit Committee. Mr. Chen has 30 years of experience in finance. Since February 2014, Mr. Chen has\nbeen the Director of Financing Director at Happiness Color Culture Media (Shanghai) Co., Ltd. Mr. Chen held the position of CFO at Teeuwissen\nChina Corporation Co., Ltd. from 2013 to 2014. From 2012 to 2013, Mr. Chen was the Finance Director at Gloria Department Store (Shanghai)\nCo., Ltd. Mr. Chen’s experience also includes a role as CFO at Sky Base International Holdings Limited (HK) from 2010 to 2012. Between\n2007 and 2010, Mr. Chen worked as the Finance Director and Business Partner at Heji Jidian Co. Ltd. Earlier in his career, Mr. Chen was\nan Accountant at ITW (Illinois Tool Works, Inc. NYSE: ITW) from 2004 to 2007, a Senior Corporate Accountant at DFS Galleria/LVMH from\n2000 to 2002, a Senior Accountant at Artisan Entertainment, Inc. from 1997 to 2000, and a Staff Accountant at AirportGroup International,\nInc. from 1996 to 1997. Mr. Chen has a BA in Accounting from University of Southern California and an MBA from California State University\n- Los Angeles.\n\n \n\n**Jing Wang** is\nan independent director and Chair of Compensation Committee. Ms. Wang has been engaged in securities and capital market legal services\nfor over 16 years, primarily focusing on share restructuring, stock issuance and listing, equity investment and financing, mergers and\nacquisitions, and other corporate, securities, and financial legal services. Ms. Wang possesses extensive experience in capital markets,\nmergers and acquisitions, asset restructuring, and corporate business. Ms. Wang has been working at Shanghai Guangfa Law Firm since 2007.\nDuring this tenure, Ms. Wang held the positions of project supervisor, department supervisor and partner of the law firm. Ms. Wang was\nan Investment Consultant at Zhongmu (Shanghai) Investment Co., LTD. from 2006 to 2007. Ms. Wang has a BA in Law from Yantai University\nand a Master’s Degree in International Economic Law from Shanghai University of International Trade.\n\n \n\n**Chao Xu** is an\nindependent director and Chair of Nominating Committee. Mr. Xu served as the General Manger at Shanghai Electric in Hong Kong Company\nfrom 2014 to 2017. From October 2006 to 2014, Mr. Xu worked at the Shanghai Electric Group Corporation. During this tenure, Mr. Xu held\nthe positions of Chief Financial Officer and Vice President at Shanghai Electric Asset Management Company. Concurrently, from 2010\nto 2013, Mr. Xu served as the Chief Supervisor for Shanghai Jiyou Machinery Co., Ltd. In the years 2011 to 2013, Mr. Xu also held the\nrole of the Chief Supervisor for both Shanghai Automation Instrument Co., Ltd. and Shanghai Haili Co., Ltd. Additionally, during 2011\nto 2014, Mr. Xu was a Director at both Haitong Securities and Orient Securities. Mr. Xu has an EMBA from China Europe International Business\nSchool.\n\n \n\n**Family Relationships**\n\n \n\nNone of the directors or\nexecutive officers has a family relationship as defined in Item 401 of Regulation S-K.\n\n \n\n**Election of Officers**\n\n \n\nOur executive officers are\nappointed by, and serve at the discretion of, our Board of Directors.\n\n \n\n67\n\n \n\n**6.B. Compensation**\n\n \n\n**Employment Agreements and Indemnification\nAgreements**\n\n \n\nWe\nhave entered into an employment agreement with each of our executive officers and employee directors.\nEach of them is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration,\nfor certain acts of the executive officer. We may also terminate an executive officer’s employment without cause upon advance written\nnotice. The executive officer and employee director may resign at any time with\nan advance written notice.\n\n \n\nOn August 1, 2024, Huachen\nCayman entered into an employment agreement with Mr. Bin Lu, our Chief Executive Officer, Director and Chairman of the Board, for a term\nof three years. Mr. Bin Lu is entitled to an annual base salary of RMB120,000 (or approximately USD16,955).\n\n \n\nOn August 1, 2024 , Huachen\nCayman entered into an employment agreement with Mr. Lei Shen, our Chief Financial Officer and Director, for a term of three years. Mr.\nLei Shen is entitled to an annual base salary of RMB120,000 (or approximately USD16,955).\n\n \n\n**Compensation of Directors and Executive\nOfficers**\n\n \n\nFor the year ended December\n31, 2025, we paid an aggregate of RMB528,000 (approximately US$73,461) to our executive officers and employee directors. For the year\nended December 31, 2024, we paid an aggregate of RMB 1,760,000 (approximately US$244,590) to our executive officers and employee directors.\nFor the fiscal year ended December 31, 2023, we paid an aggregate of RMB 480,000 (approximately US$67,820), which is the total amount\nof base salary plus bonus, in cash to our executive officers and employee directors. We have not set aside or accrued any amount to provide\npension, retirement or other similar benefits to our executive officers and directors.\n\n \n\n**Equity Incentive Plan**\n\n \n\nOn August 12, 2024, Huachen\nCayman adopted the 2024 Equity Incentive Plan, or the 2024 Plan, for the purpose of granting share based compensation awards to current\nor prospective employees, directors, officers, advisors or consultants of the Company or its affiliates and align their interests\nwith ours. The maximum aggregate number of Ordinary Shares which may be issued pursuant to all awards under the 2024 Plan was 3,000,000\nClass A Ordinary Shares.\n\n \n\nOn March 28, 2025, Huachen\nCayman’s board of directors and compensation committee approved and adopted an amended and restated 2024 Equity Incentive Plan,\npursuant to which the maximum aggregate number of Class A Ordinary Shares authorized for issuance under the 2024 Plan was increased from\n3,000,000 to 3,172,500 Class A Ordinary Shares.\n\n \n\nAs of the date of this annual\nreport, 3,172,500 Class A Ordinary Shares have been granted under the 2024 Plan.\n\n \n\nThe following paragraphs summarize\nthe terms of the 2024 Plan.\n\n* *\n\n*Administration.* The\n2024 Plan is administered by the board of directors or committee or individuals authorized by the board of directors, and once the Compensation\nCommittee is established, the Compensation Committee will administer the 2024 Plan (such committee that administers the 2024 Plan, the\n“Committee”). The Committee will have the authority to determine the terms and conditions of any agreements evidencing any\nawards granted under the 2024 Plan and to adopt, alter and repeal rules, guidelines and practices relating to the 2024 Plan. The Committee\nwill have full discretion to administer and interpret the 2024 Plan and to adopt such rules, regulations and procedures as it deems necessary\nor advisable.\n\n \n\n*Eligibility.* Current\nor prospective employees, directors, officers, advisors or consultants of the Company or its affiliates are eligible to participate in\nthe 2024 Plan. The Committee has the sole and complete authority to determine who is granted an award under the 2024 Plan, however, it\nmay delegate such authority to one or more officers of the Company under the circumstances set forth in the 2024 Plan.\n\n \n\n68\n\n \n\n*Number of Shares Authorized.* The\n2024 Plan provides for an aggregate of 3,172,500 Class A Ordinary Shares to be available for awards. If an award is forfeited or if any\noption terminates, expires or lapses without being exercised, the Class A Ordinary Shares subject to such award will again be made available\nfor future grant. Class A Ordinary Shares that are used to pay the exercise price of an option or that are withheld to satisfy the participant’s\ntax withholding obligation will not be available for re-grant under the 2024 Plan.\n\n \n\nEach Class A Ordinary Share\nsubject to an option or a stock appreciation right will reduce the number of Class A Ordinary Shares available for issuance by one share,\nand each Class A Ordinary Share underlying an award of restricted stock, restricted stock units, stock bonus awards and performance compensation\nawards will reduce the number of Class A Ordinary Shares available for issuance by one share.\n\n \n\nIf there is any change in\nthe corporate capitalization, the Committee in its sole discretion may make substitutions or adjustments to the number of shares reserved\nfor issuance under the 2024 Plan, the number of shares covered by awards then outstanding under the 2024 Plan, the limitations on awards\nunder the 2024 Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine\nappropriate.\n\n \n\n*Term of Plan.* The\n2024 Plan will have a term of ten years and no further awards may be granted under the 2024 Plan after that date.\n\n \n\n*Awards Available for Grant.* The\nCommittee may grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted\nstock, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of\nthe foregoing.\n\n \n\n*Options.* The Committee\nis authorized to grant options to purchase Class A Ordinary Shares that are either “qualified,” meaning they are intended\nto satisfy the requirements of Internal Revenue Code of 1986, as amended, or the Code, Section 422 for incentive stock options,\nor “non-qualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted\nunder the 2024 Plan are subject to the terms and conditions established by the Committee. Under the terms of the 2024 Plan, the exercise\nprice of the options will be set forth in the applicable award agreement. Options granted under the 2024 Plan are subject to such terms,\nincluding the exercise price and the conditions and timing of exercise, as may be determined by the Committee and specified in the applicable\naward agreement. The maximum term of an option granted under the 2024 Plan is ten years from the date of grant (or five years in the case\nof a qualified option granted to a 10% stockholder).\n\n* *\n\n*Stock Appreciation Rights. *The\nCommittee is authorized to award stock appreciation rights (or SARs) under the 2024 Plan. SARs are subject to the terms and conditions\nestablished by the Committee. An SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or\nany combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted\nunder the 2024 Plan may include SARs and SARs may also be awarded to a participant independent of the grant of an option. SARs granted\nin connection with an option shall be subject to terms similar to the option corresponding to such SARs. SARs shall be subject to terms\nestablished by the Committee and reflected in the award agreement.\n\n \n\n*Restricted Stock.* The\nCommittee is authorized to award restricted stock under the 2024 Plan. The Committee will determine the terms of such restricted stock\nawards. Restricted stock are Class A Ordinary Shares that generally are non-transferable and subject to other restrictions determined\nby the Committee for a specified period. Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the\nparticipant terminates employment or services during the restricted period, then any unvested restricted stock is forfeited.\n\n* *\n\n*Restricted Stock Unit Awards.* The\nCommittee is authorized to award restricted stock unit awards. The Committee will determine the terms of such restricted stock units.\nUnless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services\nduring the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited.\n\n \n\n*Stock Bonus Awards.* The\nCommittee is authorized to grant awards of unrestricted Class A Ordinary Shares or other awards denominated in Class A Ordinary Shares,\neither alone or in tandem with other awards, under such terms and conditions as the Committee may determine.\n\n \n\n69\n\n* *\n\n*Performance Compensation\nAwards.* The Committee is authorized to grant any award under the 2024 Plan in the form of a performance compensation award by\nconditioning the vesting of the award on the attainment of specific levels of performance of the Company and/or one or more affiliates,\ndivisions or operational units, or any combination thereof, as determined by the Committee.\n\n \n\n*Transferability.* Each\naward may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the\nparticipant’s guardian or legal representative and may not be otherwise transferred or encumbered by a participant other than by\nwill or by the laws of descent and distribution. The Committee, however, may permit awards (other than incentive stock options) to be\ntransferred to family members, a trust for the benefit of such family members, a partnership or limited liability company whose partners\nor stockholders are the participant and his or her family members or anyone else approved by it.\n\n \n\n*Amendment.* The\nboard of directors may amend, suspend or terminate the 2024 Plan at any time; however, stockholder approval to amend the 2024 Plan may\nbe necessary if the law or the rules of the national exchange so requires. No amendment, suspension or termination will impair the rights\nof any participant or recipient of any award without the consent of the participant or recipient.\n\n \n\n*Change in Control.* Except\nto the extent otherwise provided in an award agreement or as determined by the Committee in its sole discretion, in the event of a change\nin control, all outstanding options and equity awards (other than performance compensation awards) issued under the 2024 Plan will become\nfully vested and performance compensation awards will vest, as determined by the Committee, based on the level of attainment of the specified\nperformance goals.\n\n \n\n**Compensation Recovery\nPolicy**\n\n \n\nOn August 12, 2024, our board\nof directors adopted an executive compensation recovery policy (the “Compensation Recovery Policy”), providing for the recovery\nof certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required\nto restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to\nthe previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current\nperiod or left uncorrected in the current period. Adoption of the Compensation Recovery Policy was mandated by new Nasdaq listing standards\nintroduced pursuant to Exchange Act Rule 10D-1. The Compensation Recovery Policy is in addition to Section 304 of the Sarbanes-Oxley Act\nof 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s\nchief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required\nto restate because of misconduct, and the reimbursement of those funds to the issuer. A copy of the Compensation Recovery Policy has been\nincorporated by reference herewith as Exhibit 97.1.\n\n \n\n**6.C. Board Practices**\n\n \n\n**Board of Directors**\n\n \n\nOur board of directors consists\nof five directors. A director is not required to hold any shares in our company to qualify to serve as a director. Subject to the rules\nof the relevant stock exchange and disqualification by the chairman of the board of directors, a director may vote with respect to any\ncontract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the\ncompany to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money\nis borrowed or as security for any obligation of the company or of any third party. There are no directors’ service contracts with\nthe Company or its subsidiaries providing for benefits upon termination of employment.\n\n \n\n70\n\n \n\n**Committees of the\nBoard of Directors**\n\n \n\nOur board of directors has\nestablished an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors,\nand an investment committee under the management. Our board of directors has adopted a charter for the audit committee, the compensation\ncommittee, and the nominating and corporate governance committee. Each committee’s members and functions are described below.\n\n \n\n**Audit Committee**. Our\nAudit Committee consists of Dennis Tao Chen, Jing Wang and Chao Xu. Dennis Tao Chen serves as the chair of our audit committee. We have\ndetermined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the\nSecurities Exchange Act of 1934. Our Board of Directors has determined that Dennis Tao Chen qualifies as an audit committee financial\nexpert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and (iii) of Regulation S-K of the\nSEC. The primary duties of the Audit Committee are, among other things:\n\n \n\n●Make\nrecommendations to the Board in relation to the appointment;\n\n \n\n●Re-appoint\nand remove of the external auditor;\n\n \n\n●Monitor\nthe reporting of our Company’s financial statements, annual reports, accounts and half-year reports; and\n\n \n\n●Review\nand supervise our financial controls, internal control and risk management systems.\n\n \n\n**Compensation Committee**.\nOur compensation committee consists of Dennis Tao Chen, Jing Wang and Chao Xu. Jing Wang serves as the chairperson of our compensation\ncommittee. The primary duties of the Compensation Committee are, among other things:\n\n \n\n●Make\nrecommendations to the Board in relation to our policy and structure for all Directors’ and senior management’s compensation;\n\n \n\n \n●\nMake recommendations to the Board on the compensation packages of individual directors and senior management personnel; and\n\n \n\n \n●\nReview performance-based compensation and to ensure that none of the Directors determine their own compensation.\n\n \n\n**Nominating Committee**.\nOur nominating committee consists of Dennis Tao Chen, Jing Wang and Chao Xu. Chao Xu serves as the chairperson of our nominating committee.\nThe primary duties of the Nominating Committee are, among other things:\n\n \n\n \n●\nReview the structure, size and composition of the Board on a regular basis\n\n \n\n \n●\nIdentify individuals suitably qualified to become Board members\n\n \n\n \n●\nAssess the independence of independent directors; and\n\n \n\n \n●\nMake recommendations to the Board in relation to the appointment or re-appointment of Directors.\n\n \n\n**Duties of Directors**\n\n \n\nUnder Cayman Islands law,\nour directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors must also exercise their\npowers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. It was previously considered\nthat a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person\nof his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the\nrequired skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us,\nour directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company\nhas the right to seek damages if a duty owed by our directors is breached. In limited circumstances, a shareholder may have the right\nto seek damages in our name if a duty owed by the directors is breached.\n\n \n\n71\n\n \n\nOur Board of Directors has\nall the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our Board\nof Directors include, among others:\n\n \n\n \n●\nconvening general meetings and reporting its work to shareholders at such meetings;\n\n \n\n \n●\ndeclaring dividends and distributions;\n\n \n\n \n●\nappointing officers and determining the term of office of the officers;\n\n \n\n \n●\nexercising the borrowing powers of our company and mortgaging the property of our company; and\n\n \n\n \n●\napproving the transfer of shares in our company, including the registration of such shares in our share register.\n\n \n\n**Terms of Directors and Officers**\n\n \n\nOur directors are elected\nby and serve at the discretion of the board. Each director is not subject to a term of office and holds office until such time as his\nsuccessor takes office or until the earlier of his death, resignation or removal from office by ordinary resolution or the affirmative\nvote of a simple majority of the other directors present and voting at a board meeting.\n\n** **\n\n**6.D. Employees**\n\n** **\n\nAs of the date of this annual\nreport, the Operating Subsidiaries have 12 employees, all of whom are full-time. The Operating Subsidiaries had 12, 66, and 77, employees\nas of December 31, 2025, 2024, and 2023, respectively. The following table sets out the number of our employees, excluding external experts,\ncategorized by functions:\n\n \n\nFunctions \nNumber of\nEmployees as of the date\nof this\nannual report  \nNumber of\nEmployees\nas of\nDecember 31,\n2025  \nNumber of\nEmployees\nas of\nDecember 31,\n2024  \nNumber of\nEmployees\nas of\nDecember 31,\n2023 \n\nResearch and Development \n         3  \n         3  \n         9  \n 11 \n\nManufacturing \n -  \n -  \n 38  \n 44 \n\nMarketing \n 2  \n 2  \n 8  \n 4 \n\nFinancial \n 2  \n 2  \n 3  \n 7 \n\nGeneral and Administration \n 5  \n 5  \n 8  \n 11 \n\nTotal \n 12  \n 12  \n 66  \n 77 \n\n \n\nThe Operating Subsidiaries\noffer employees competitive compensation packages and a dynamic work environment, which encourages performance-based initiative. As a\nresult, the Operating Subsidiaries were able to attract and retain talented people and maintain a stable core management team.\n\n \n\nChinese regulations require\nthe Operating Subsidiaries to participate in various government statutory employee benefit programs, including pension, medical, unemployment,\nwork injury, maternity insurance, and housing provident fund. Under PRC law, the Operating Subsidiaries are required to contribute a specified\npercentage of the employees’ salaries, bonuses, and specific allowances to employee benefit plans, up to a maximum amount set by\nlocal government regulations.\n\n \n\nThe Operating Subsidiaries\nmaintain good working relationships with the employees and that none of them has experienced any significant labor disputes.\n\n \n\n72\n\n \n\n**6.E. Share Ownership**\n\n \n\nExcept as specifically noted,\nthe following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this annual\nreport by:\n\n \n\n \n●\nEach person who is known by us to beneficially own more than 5% of our outstanding Class A and Class B Ordinary Shares;\n\n \n\n \n●\nEach of our directors (including independent directors) and named executive officers; and\n\n \n\n \n●\nAll directors (including independent directors) and named executive officers as a group.\n\n \n\nThe number and percentage of our Class A Ordinary Shares beneficially\nowned before the Offering are based on 629,942 Class A and 533,334 Class B Ordinary Shares with a par value of $0.0000375 per share issued\nand outstanding as of the date of this annual report. Information with respect to beneficial ownership has been furnished by each director, officer or\nbeneficial owner of more than 5% of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and\ngenerally requires that such person have voting or investment power with respect to securities. In computing the number of the Ordinary\nShares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants\nor convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report\nare deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise\nindicated in the footnotes to the following table, or as required by applicable community property laws, all persons listed have sole\nvoting and investment power for all Ordinary Shares shown as beneficially owned by them.\n\n \n\nUnless otherwise indicated in the footnotes, the address for each principal shareholder is Room 201, 2nd Floor, No. 6395 Hutai Road, Baoshan District, Shanghai, China.\n\n \n\nExecutive Officers and Directors \n**Amount of Beneficial Ownership of Class A Ordinary Shares(1)**   \n**Percentage Ownership of Class A** **Ordinary Shares(2)**   \nAmount of Beneficial Ownership of\nClass B Ordinary Shares  \nPercentage Ownership of\nClass B Ordinary Shares  \n**Combined Voting Power of Class A and Class B Ordinary Shares(2)**  \n\nDirectors and Named Executive Officers: \n   \n   \n   \n   \n  \n\nBin Lu, Chief Executive Officer, Director and Chairman of the Board **(3)** \n 98,367  \n 15.61% \n 533,334  \n 100.00% \n 96.80%\n\nLei Shen, Chief Financial Officer and Director \n -  \n -  \n -  \n -  \n - \n\nDennis Tao Chen \n -  \n -  \n -  \n -  \n - \n\nJing Wang \n -  \n -  \n -  \n -  \n - \n\nChao Xu \n -  \n -  \n -  \n -  \n - \n\nAll executive officers and directors as a group (five persons) \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n   \n\n5% or Greater Shareholders \n    \n    \n    \n    \n   \n\nHuahao (BVI) Limited**(3)** \n 98,367  \n 15.61% \n 533,334  \n 100.00% \n 96.80%\n\nRUIYING TANG **(4)** \n 56,667  \n 9.00% \n -  \n -  \n 0.34%\n\nHuaxuan (BVI) Limited**(5)** \n 55,300  \n 8.78% \n -  \n -  \n 0.33%\n\nHuamao (BVI) Limited**(6)** \n 55,067  \n 8.74% \n -  \n -  \n 0.33%\n\nHuajing (BVI) Limited**(7)** \n 51,267  \n 8.14% \n -  \n -  \n 0.31%\n\nMINGMIN GAO**(8)** \n 43,334  \n 6.88% \n -  \n -  \n 0.26%\n\n \n\n(1)\nBeneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the Ordinary Shares. All shares represent only the Ordinary Shares held by shareholders as no options are issued or outstanding.\n\n \n\n(2)\nCalculation based on 629,942 Class A and 533,334 Class B Ordinary Shares issued and outstanding as of the date of this annual report. Holders of Class A Ordinary Shares are entitled to one (1) vote per share, while holders of Class B Ordinary Shares are entitled to thirty (30) votes per share.\n\n \n\n73\n\n \n\n(3)\nBin Lu, our Chief\nExecutive Officer, Director and Chairman of the Board, is the sole shareholder and director of Huahao (BVI) Limited, a British\nVirgin Islands company holding 98,367 Class A Ordinary Shares and 533,334 Class B Ordinary Shares, which represent 96.80% of the\ntotal voting power of the Ordinary Shares issued and outstanding as of the date of this annual report.\n\n \n\n(4)\nRUIYING TANG, is a shareholder of the Company holding 56,667 Class A Ordinary Shares, which represent 0.34% of the total voting power of the Ordinary Shares issued and outstanding as of the date of this annual report.\n\n \n\n(5)\nZixuan Chen, is the sole shareholder and director of Huaxuan (BVI) Limited, a British Virgin Islands company holding 55,300 Class A Ordinary Shares, which represent 0.33% of the total voting power of the Ordinary Shares issued and outstanding as of the date of this annual report.\n\n \n\n(6)\nJinglu Li, is the sole shareholder and director of Huamao (BVI) Limited, a British Virgin Islands company holding 55,067 Class A Ordinary Shares, which represent 0.33% of the total voting power of the Ordinary Shares issued and outstanding as of the date of this annual report.\n\n \n\n(7)\nYuejin Chen, is the sole shareholder and director of Huajing (BVI) Limited, a British Virgin Islands company holding 51,267 Class A Ordinary Shares, which represent 0.31% of the total voting power of the Ordinary Shares issued and outstanding as of the date of this annual report.\n\n \n \n\n(8)\nMINGMIN GAO, is a\nshareholder of the Company holding 43,334 Class A Ordinary Shares, which represent 0.26% of the total voting power of the Ordinary\nShares issued and outstanding as of the date of this annual report.\n\n \n\n**6.F. Disclosure of a Registrant’s Action\nto Recover Erroneously Awarded Compensation**\n\n \n\nNot applicable"}