{"url_path":"/sec/ineo/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, OFFICERS AND SENIOR MANAGEMENT**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","accession_number":"0001493152-26-023663","cik":"0001933951","ticker":"INEO","issuer_name":"INNEOVA Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","primary_entity_key":"0001933951","primary_entity_name":"INNEOVA Holdings Ltd"},"word_count":4039,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, OFFICERS AND SENIOR MANAGEMENT**\n\n \n\n**6.A.\nDirectors and Executive Officers**\n\n \n\nThe\nfollowing table sets forth the names, ages and titles of our Executive Directors, and Independent Directors and Executive Officers:\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Title**\n\n \n \n \n \n \n\nExecutive\nDirectors:\n \n \n \n \n\nJimmy\nNeo\n \n62\n \nExecutive\nDirector\n\nEdward\nNeo\n \n59\n \nExecutive\nDirector\n\n \n \n \n \n \n\nIndependent\nDirectors:\n \n \n \n \n\nYee\nYen Han\n \n72\n \nIndependent\nDirector\n\nChin\nChye Koh\n \n69\n \nIndependent\nDirector\n\nGang\nWong\n \n54\n \nIndependent\nDirector\n\n \n \n \n \n \n\nExecutive\nOfficers:\n \n \n \n \n\nJimmy\nNeo\n \n62\n \nChief\nExecutive Officer\n\nEdward\nNeo\n \n59\n \nDeputy\nChief Executive Officer\n\nCK\nNeo\n \n57\n \nChief\nOperating Officer\n\nLi\nHoon Lee\n \n52\n \nChief\nFinancial Officer\n\n \n\nNo\narrangement or understanding exists between any such Director or Executive Officer and any other persons pursuant to which any Director\nor Executive Officer was elected as a Director or Executive Officer. Our Directors are elected annually and serve until their successors\ntake office or until their death, resignation or removal. The Executive Officers serve at the pleasure of our Board.\n\n \n\nOur\nIndependent Directors are elected annually and serve until their successors take office or until their death, resignation or removal.\nThe Executive Officers serve at the pleasure of the board of Directors.\n\n \n\n53\n\n \n\n \n\n**Executive\nDirectors:**\n\n \n\n**Mr.\nChin Heng Neo (“Mr. Jimmy Neo”)** is an Executive Director and Chief Executive Officer of our Group. He was appointed\nas a director on February 14, 2022. Mr. Jimmy Neo is responsible for the Off-Highway Business of our Group conducted through INNEOVA\nIndustrial.\n\n \n\nMr.\nJimmy Neo has more than 25 years of experience in the Off-Highway Business. Between 1984 and 1993, Jimmy Neo was an army officer with\nthe Singapore Armed Forces. In 1993, he joined INNEOVA Automotive and established work processes and sales channels to include export,\nwholesale, retail and service/repairs. In September 1999, Jimmy Neo was appointed the managing director of INNEOVA Industrial when the\ncompany was set up to expand its product offerings and to cater to different industries. INNEOVA Industrial has later grown to be a reliable\ndistributor and supplier of industrial spare parts. Jimmy Neo is an executive committee member of the Business Leaders Alumni Club in\nSingapore. He was appointed as a director of INNEOVA Automotive and Autozone (S) in 2022.\n\n \n\nMr.\nJimmy Neo graduated with a Bachelor of Science (Industrial Engineering) degree from The University of Oklahoma, USA in May 1990 and a\nTechnical Diploma in Production Engineering from Singapore Polytechnic in May 1984.\n\n \n\n**Mr.\nChin Aik Neo (“Mr. Edward Neo”)** is an Executive Director and Deputy Chief Executive Officer of our Group. He was\nappointed as a director on February 14, 2022. Mr. Edward Neo is responsible for overseeing the On-Highway Business of our Group conducted\nthrough INNEOVA Automotive and its subsidiaries.\n\n \n\nMr.\nEdward Neo has more than 30 years of experience in the On-Highway Business. Edward Neo started his career as a sales executive with\nINNEOVA Automotive in 1986 where he was involved in the sales of automotive parts. In 1991, he joined Great Eastern Life Assurance\nCo. Ltd. to be a career agent where he was involved in sales of insurance policies. In 1995, he re-joined our Group and has since\nbeen in-charge of the operations and product development activities of our automotive business segment. He was instrumental in the\ndevelopment of our in-house specialty brands such as VETTO for brakes and REV-1 for lubricants etc. In December 2009, Edward Neo\nbecame a director of Autozone (S) when it was incorporated to take over the retail business in the supply of automotive aftermarket\nspare parts and accessories. He was appointed as a director of INNEOVA Automotive in 2010 and as a director of INNEOVA Industrial in\n2022.\n\n \n\nMr.\nEdward Neo holds GCE Ordinary Level qualifications.\n\n \n\n**Independent\nDirectors:**\n\n \n\n**Mr.\nYee Yen Han (“Mr. Han”)** is an independent non-executive director appointed as a director as of September 30, 2024.\nMr. Han will serve as chairman of the audit committee and as a member of the compensation and nomination committees.\n\n \n\nMr.\nHan has over 41 years of experience in auditing, accounting, and financial management as a financial controller in different industries.\nFrom October 2010 to December 2014, Mr. Han was the group chief financial officer in Jubilee Industries Holdings Ltd., a company whose\nshares are listed on the Catalist of the Singapore Exchange Securities Trading Limited (stock code: NHD). From December 2014 to July\n2015, Mr. Han was the group financial controller of 800 Super Holdings Limited, a company whose shares were previously listed on the\nCatalist of the Singapore Exchange Securities Trading Limited. From September 2015 to March 2019, Mr. Han was the group financial controller\nof Kee Song Food Corporation (S) Pte Ltd, a subsidiary of Kee Song Bio-Technology Holdings Limited, a company whose shares are listed\non the Taiwan Stock Exchange Corporation (stock code 1258), where he was responsible for handling the group’s financial and accounting\nmatters, ensuring compliance with the Taiwan listing rules and regulations and overseeing the IT department. Since April 2019, Mr. Han\nworks at Y Y Han Management Enterprise as a sole proprietor, where he provides accounting and finance services to small and medium-sized\nenterprises clients. From June 2024 to June 2025, Mr. Han was the chief financial officer of SKK Holdings Limited (stock code: SKK),\na Singapore-based public company listed on the Nasdaq Capital Market. Since October 2024, he has served on the board of directors of\nJBDI Holdings Limited (stock code: JBDI), a Singapore-based public company listed on the Nasdaq Capital Market, where he serves as chair\nof audit committee, and as a member of the compensation committee and nomination committee.\n\n \n\n54\n\n \n\n \n\nMr.\nHan obtained a Bachelor of Commerce (Accountancy) in Nanyang University of Singapore in June 1979. Mr. Han is also a Fellow Chartered\nAccountant of Singapore since July 2013 and a fellow of the Institute of Certified Public Accountants of Singapore since November 2004.\n\n \n\n**Mr.\nChin Chye Koh (“Mr. Koh”)** is an independent non-executive director appointed as a director as of September\n30, 2024. Mr. Koh will serve as chairman of the nomination committee and as a member of the audit and compensation committees.\n\n \n\nMr.\nKoh has over 33 years of experience in managing and advising companies manufacturing engines, generators and related accessories and\nenergy and power related projects. His career began in Cummins Inc. in March 1988, where he started as a country manager in Cummins Sales\nand Services Singapore Pte Ltd. He then worked in the market segment and later the sales and distribution segment. He retired after working\nin Cummins Inc. for 30 years, and last held the position of general manager, joint ventures. From August 2018 to July 2021, he was a\nconsultant at Vpower Group International Holdings Limited, a company listed on The Stock Exchange of Hong Kong Limited (stock code: 1608).\nSince July 2020, he is a consultant at Solomon Technology Corporation, a company listed on the Taiwan Stock Exchange Corporation (stock\ncode: 2359).\n\n \n\nMr.\nKoh is a chartered mechanical engineer certified by the Institution of Mechanical Engineers since March 1984. He is also a chartered\nengineer (electrical) certified by the Institution of Engineering and Technology (formerly known as the Institution of Electrical Engineers).\nMr. Koh obtained a Master of Business Administration in University of Strathclyde in the United Kingdom in 1994. He further obtained\nan Executive Master of Business Administration in 2001 from the partnership between Kellogg School of Management at Northwestern University\nand the Hong Kong University of Science and Technology.\n\n \n\n**Mr.\nGang Wong (“Mr. Wong”)**is an independent non-executive director appointed as a director as of September 30, 2024.\nMr. Wong will serve as chairman of the compensation committee and a member of the audit and nomination committees.\n\n \n\nMr.\nWong has over 25 years of experience in legal professional services, advising clients on transactions relating to corporate merger and\nacquisitions, capital markets and initial public offerings. He worked as a legal associate in Shook Lin & Bok LLP from May 1996 to\nApril 1998 and Ang & Partners from July 1998 to January 2000. He re-joined Shook Lin & Bok LLP in February 2000 as a legal associate\nand has been a partner since January 2002, Mr. Wong is currently a partner and the Head of China Desk in Shook Lin & Bok LLP.\n\n \n\nMr.\nWong also held the position as a director in several listed companies in Singapore. From August 2010 to February 2020, he was an independent\nnon-executive director in Renewable Energy Asia Group Limited, a company engaged in the investment and development of renewable energy\nand whose shares were previously listed on the Catalist of the Singapore Exchange Securities Trading Limited. From June 2012 to October\n2018, he was an independent non-executive director in First REIT Management Limited (formerly known as Bowsprit Capital Corporation Limited),\nthe manager of First Real Estate Investment Trust, a real estate investment trust of hospitals and nursing homes and whose shares are\nlisted on the Mainboard of the Singapore Exchange Securities Trading Limited (stock code: AW9U). Since November 2006, Mr. Wong has been\nan independent non-executive director in JEP Holdings Ltd (formerly known as Alantac Technology Ltd), a company specializing in aerospace\nengineering and machining and whose shares are listed on the Catalist of the Singapore Exchange Securities Trading Limited (stock code:\n1J4). Since May 2019, Mr. Wong has been an independent non-executive director of Tianjin Pharmaceutical Da Ren Tang Group Corporation\nLimited (formerly known as Tianjin Zhong Xin Pharmaceutical Group Corporation Limited), a company engaged in the manufacturing and distribution\nof traditional Chinese medicine and pharmaceutical products and whose shares are listed on the Mainboard of the Singapore Exchange Securities\nTrading Limited (stock code: T14) and the Shanghai Stock Exchange (stock code: 600329). Since April 2023, he has served on the board\nof directors of Multi Ways Holdings Limited, a Singapore-based public company listed on the New York Stock Exchange American exchange\n(stock code: MWG), where he serves as chair of compensation committee, and as a member of the audit committee and nomination committee.\n\n \n\nMr.\nWong obtained a Bachelor of Laws Honors degree in the National University of Singapore in July 1995. He has been admitted as an advocate\nand solicitor at the Supreme Court of Singapore since May 1996.\n\n \n\n55\n\n \n\n \n\n**Executive\nOfficers:**\n\n \n\n**Mr.\nChing Kiat Neo (“Mr. CK Neo”)**is our Chief Operating Officer, responsible for our Group’s supply chain and\nretail business. He started his career in 1993 with INNEOVA Automotive in charge of accounting and sales functions. In January 1995,\nwhen the partnership was converted into a private limited company, Mr. CK Neo was appointed as a director of INNEOVA Automotive. In December\n2009, he became a director of Autozone (S) when the company was incorporated to take over the retail business in the supply of automotive\naftermarket parts and accessories. Subsequently, in September 2010, he resigned from his directorship in INNEOVA Automotive to focus\non the retail business of INNEOVA Automotive. In 2022, he resigned his directorship in Autozone (S).\n\n \n\nMr.\nCK Neo graduated with a Bachelor of Accountancy degree from Nanyang Technological University in July 1993.\n\n \n\n**Ms.\nLi Hoon Lee (“Ms Ivy Lee”)** is our Chief Financial Officer, responsible for our Group’s finance and accounting\nfunctions, including treasury, financial planning, credit management, tax and risk management, and other general corporate and administrative\nfunctions of our Group.\n\n \n\nMs\nIvy Lee has over 27 years of experience in managing finance and accounting matters in businesses. In 1994, she started her career as\nan audit assistant at Ahmad Zaki Association, a public accounting firm in Malaysia. In March 1996, she joined Tat Lee Bank Ltd as a customer\nservice assistant in the accounts department. In February 2000, Ms. Lee joined Sin Thai Hin Holdings Pte Ltd as an accounts executive\nresponsible for the group’s finance and accounting functions. In May 2004, she joined our Group as an accounts executive and risen\nto finance manager where she was responsible for our finance and accounting functions. In April 2015, she was promoted to Financial Controller.\n\n \n\nMs\nIvy Lee is an associate member of the Institute of Singapore Chartered Accountants and the Association of Chartered Certified Accountants,\nUnited Kingdom. She holds a London Chamber of Commerce and Industry (LCCI) Third Level Group Diploma in Management Accounting in 1994\nand completed Professional Part 1 of the Association of Chartered Certified Accountants examinations in June 2005.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nboard of Directors has an audit committee, a compensation committee and a nomination committee, each of which operate pursuant to a charter\nadopted by our board of Directors. The board of directors may also establish other committees from time to time to assist our company\nand the board of Directors. The composition and functioning of our committees comply with all applicable requirements of the Sarbanes-Oxley\nAct of 2002, Nasdaq Capital Market and the SEC rules and regulations, if applicable. Each committee’s charter is available on our\nwebsite at www.inneova.co. The reference to our website address does not constitute incorporation by reference of the information\ncontained at or available through our website, and you should not consider it to be part of this Annual Report.\n\n \n\n**Audit\ncommittee**\n\n \n\nMr.\nHan, Mr. Koh, and Mr. Wong serve on the audit committee, which is chaired by Mr. Han. Our board of Directors has determined that each\nare “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq Capital Market,\nand that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of Directors has\ndesignated Mr. Han as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit\ncommittee’s responsibilities include:\n\n \n\n \n●\nappointing,\napproving the compensation of, and assessing the independence of our independent registered public accounting firm;\n\n \n●\npre-approving\nauditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public\naccounting firm;\n\n \n●\nreviewing\nthe overall audit plan with our independent registered public accounting firm and members of management responsible for preparing\nour financial statements;\n\n \n\n56\n\n \n\n \n\n \n●\nreviewing\nand discussing with management and our independent registered public accounting firm our annual and quarterly financial statements\nand related disclosures as well as critical accounting policies and practices used by us;\n\n \n●\ncoordinating\nthe oversight and reviewing the adequacy of our internal control over financial reporting;\n\n \n●\nestablishing\npolicies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the\naudit committee’s review and discussions with management and our independent registered public accounting firm, whether our\naudited financial statements shall be included in our Annual Report on Form 20-F;\n\n \n●\nmonitoring\nthe integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial\nstatements and accounting matters;\n\n \n●\npreparing\nthe audit committee report required by the SEC rules to be included in our annual proxy statement;\n\n \n●\nreviewing\nall related person transactions for potential conflict of interest situations and approving all such transactions; and\n\n \n●\nreviewing\nearnings releases.\n\n \n\n**Compensation\ncommittee**\n\n \n\nMr.\nWong, Mr. Han, and Mr. Koh serve on the compensation committee, which is chaired by Mr. Wong. The compensation committee’s responsibilities\ninclude:\n\n \n\n \n●\nevaluating\nthe performance of our Directors and Chief Executive Officer in light of our company’s corporate goals and objectives and,\nbased on such evaluation: (i) recommending to the board of Directors the cash compensation of our Directors and Chief Executive Officer,\nand (ii) reviewing and approving grants and awards to our Directors and Chief Executive Officer under equity-based plans;\n\n \n●\nreviewing\nand recommending to the board of Directors the cash compensation of our other Executive Officers and members of senior management;\n\n \n●\nreviewing\nand establishing our overall management compensation, philosophy and policy;\n\n \n●\noverseeing\nand administering our compensation and similar plans;\n\n \n●\nreviewing\nand approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation\nmatters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified\nin the applicable Nasdaq Capital Market rules;\n\n \n●\nretaining\nand approving the compensation of any compensation advisors;\n\n \n●\nreviewing\nand approving our policies and procedures for the grant of equity-based awards;\n\n \n●\nreviewing\nand recommending to the board of Directors the compensation of our Directors; and\n\n \n●\npreparing\nthe compensation committee report required by SEC rules, if and when required.\n\n \n\n**Nomination\ncommittee**\n\n \n\nMr.\nKoh, Mr. Han, and Mr. Wong serve on the nomination committee, which is chaired by Mr. Koh. Our board of Directors has determined that\neach member of the nomination committee is “independent” as defined in the applicable Nasdaq Capital Market rules. The nomination\ncommittee’s responsibilities include:\n\n \n\n \n●\ndeveloping\nand recommending to the board of Director’s criteria for board and committee membership;\n\n \n●\nestablishing\nprocedures for identifying and evaluating Director candidates, including nominees recommended by stockholders; and\n\n \n●\nreviewing\nthe composition of the board of Directors to ensure that it is composed of members containing the appropriate skills and expertise\nto advise us.\n\n \n\n57\n\n \n\n \n\nWhile\nwe do not have a formal policy regarding board diversity, our nomination committee and board of Directors will consider a broad range\nof factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national\norigin). Our nomination committee’s and board of Directors’ priority in selecting board members is identification of persons\nwho will further the interests of our shareholders through their established record of professional accomplishment, ability to contribute\npositively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and\nprofessional and personal experience and expertise relevant to our growth strategy.\n\n \n\n**Foreign\nPrivate Issuer Status**\n\n \n\nThe\nNasdaq Capital Market listing rules include certain accommodations in the corporate governance requirements that allow foreign private\nissuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate\ngovernance standards of the Nasdaq Capital Market. The application of such exceptions requires that we disclose each Nasdaq Capital Market\ncorporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu\nof the relevant Nasdaq Capital Market corporate governance standard. We currently follow Cayman Islands corporate governance practices\nin lieu of the corporate governance requirements of the Nasdaq Capital Market in respect of the following:\n\n \n\n \n●\nthe\nmajority independent director requirement under Section 5605(b)(1) of the Nasdaq Capital Market listing rules;\n\n \n●\nthe\nrequirement under Section 5605(d) of the Nasdaq Capital Market listing rules that a compensation committee comprised solely of independent\ndirectors governed by a compensation committee charter oversee executive compensation;\n\n \n●\nthe\nrequirement under Section 5605(e) of the Nasdaq Capital Market listing rules that director nominees be selected or recommended for\nselection by either a majority of the independent directors or a nominations committee comprised solely of independent directors;\n\n \n●\nthe\nShareholder Approval Requirements under Section 5635 of the Nasdaq Capital Market listing rules; and\n\n \n●\nthe\nrequirement under Section 5605(b)(2) of the Nasdaq Capital Market listing rules that the independent directors have regularly scheduled\nmeetings with only the independent directors present.\n\n \n\n**Code\nof Conduct and Code of Ethics**\n\n \n\nWe\nadopted a written code of business conduct and ethics that applies to our Directors, Executive Officers, and employees, including our\nChief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions.\nA current copy of this code is posted on the Corporate Governance section of our website, which is located at www.inneova.co.\nThe information on our website is deemed not to be incorporated in this Annual Report or to be a part of this Annual Report. We intend\nto disclose any amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our Directors, Executive\nOfficers, and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate\ngovernance rules of the Nasdaq Capital Market.\n\n \n\n58\n\n \n\n \n\n**Compensation\nof Directors and Executive Officers**\n\n \n\nThe\nfollowing table summarizes all compensation received by our Directors and Executive Officers for the financial years ended December\n31, 2025, 2024 and 2023. Bonuses are not payable pursuant to a bonus plan, but rather are made on a discretionary basis in\nconsideration of contributions and profitability of the Company for the financial year under which such bonus was paid as determined\nby our Compensation Committee. The Company does not have a profit sharing or equity incentive plan.\n\n \n\n  \nSummary Compensation Table\n\n  \nCompensation Paid\n\nName and Principal Position \nYear \nSalary/Fees\n(S$)  \nBonus\n(S$)  \n**Other Compensation(1) (S$)** \n\n  \n  \n   \n  \n\nJimmy Neo, Chief Executive Officer \n2025 \n 180,000  \n 15,000  \n 12,240 \n\n  \n2024 \n 180,000  \n 15,000  \n 21,167 \n\n  \n2023 \n 173,250  \n 15,000  \n 12,928 \n\n  \n  \n    \n    \n   \n\nEdward Neo, Deputy Chief Executive Officer \n2025 \n 165,000  \n 13,750  \n 15,810 \n\n  \n2024 \n 165,000  \n 13,750  \n 22,466 \n\n  \n2023 \n 162,000  \n 13,750  \n 12,610 \n\n  \n  \n    \n    \n   \n\nCK Neo, Chief Operating Officer \n2025 \n 144,000  \n 12,000  \n 19,344 \n\n  \n2024 \n 144,000  \n 12,000  \n 25,900 \n\n  \n2023 \n 141,000  \n 12,000  \n 18,564 \n\n  \n  \n    \n    \n   \n\nIvy Lee, Chief Financial Officer \n2025 \n 132,000  \n 33,000  \n 17,340 \n\n  \n2024 \n 132,000  \n 24,200  \n 25,340 \n\n  \n2023 \n 123,000  \n 31,000  \n 17,340 \n\n  \n  \n    \n    \n   \n\nYee Yen Han, Independent Director \n2025 \n 30,000  \n -  \n - \n\n  \n2024 \n 5,645  \n -  \n - \n\n  \n2023 \n -  \n -  \n - \n\n  \n  \n    \n    \n   \n\nChin Chye Koh, Independent Director \n2025 \n 24,000  \n -  \n - \n\n  \n2024 \n 4,516  \n -  \n - \n\n  \n2023 \n -  \n -  \n - \n\n  \n  \n    \n    \n   \n\nGang Wong, Independent Director \n2025 \n 24,000  \n -  \n - \n\n  \n2024 \n 4,516  \n -  \n - \n\n  \n2023 \n -  \n -  \n - \n\n \n\n(1)\nOther compensation includes allowances and employer’s contribution to the Central Provident Fund.\n\n \n\n**Directors’\nAgreements**\n\n \n\nEach\nof our independent directors has entered into a Director’s Agreement with the Company. The terms and conditions of such\nDirectors’ Agreements are similar in all material aspects. Each Director’s Agreement is for an initial term of one (1)\nyear and will continue until the Director’s successor is duly elected and qualified. Each Director will be up for re-election\neach year at the annual shareholders’ meeting and, upon re-election, the terms and provisions of his or her Director’s\nAgreement will remain in full force and effect. Any Director’s Agreement may be terminated for any or no reason by the\nDirector or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of the\nCompany’s issued and outstanding Ordinary Shares entitled to vote.\n\n \n\nUnder\nthe Directors’ Agreements, the initial annual salary that is payable to each of our independent directors is as follows:\n\n \n\nName of Director \nCompensation\n(S$) \n\n  \n  \n\nYee Yen Han \n 30,000 \n\nChin Chye Koh \n 24,000 \n\nGang Wong \n 24,000 \n\n \n\n*\nOur Directors who are employees will receive their salaries as such, but no additional compensation for also serving as a director. *See*“Summary Compensation Table” above.\n\n \n\nIn\naddition, our Directors will be entitled to participate in such share option scheme as may be adopted by the Company, as amended from\ntime to time. The number of options granted, and terms of those options will be determined from time to time by a vote of the Board,\nprovided that each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that\nDirector.\n\n \n\nOther\nthan as disclosed above, none of our Directors have entered into a service agreement with our Company or any of our subsidiaries that\nprovides for benefits upon termination of employment.\n\n \n\n59\n\n \n\n \n\n**Compensation\nRecovery Policy**\n\n \n\nOn\nMay 1, 2025, our board adopted a compensation recovery policy, also known as a Clawback Policy (the “Policy”) permitting\nthe Company to seek the recoupment of incentive compensation received by any of the Company’s current and former executive officers\n(as determined by our board in accordance with Section 10D of the Exchange Act and the Nasdaq rules) and such other senior executives/employees\nwho may from time to time be deemed subject to the Policy by the board (collectively, the “Covered Executives”). The amount\nto be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive\ncompensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by our board.\nIf our board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information\nin the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.\nRefer to Exhibit 97.1 of this Annual Report for the Company’s Policy."}