{"url_path":"/sec/lud/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 **","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1984124/0001213900-26-057512-index.html","accession_number":"0001213900-26-057512","cik":"0001984124","ticker":"LUD","issuer_name":"Luda Technology Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1984124/0001213900-26-057512-index.html","primary_entity_key":"0001984124","primary_entity_name":"Luda Technology Group Ltd"},"word_count":3911,"has_tables":true,"body_markdown":"**ITEM 6.**\n**DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**6.A. Directors and Executive Officers**\n\n** **\n\nThe following table sets forth information regarding\nour executive officers and directors as of the date of this report.\n\n \n\n**Directors and Executive Officers**\n \n**Age**\n \n**Position/Title**\n\nMa Biu\n \n54\n \nChairman, Director and Chief Executive Officer\n\nLiu Liangping\n \n44\n \nDirector and Chief Operating Officer\n\nZhang Dajun\n \n53\n \nDirector and Chief Marketing Officer\n\nYung Chi Man\n \n53\n \nChief Financial Officer\n\nGu Zhaoyang\n \n60\n \nIndependent Director\n\nYan Jonathan Jun\n \n63\n \nIndependent Director\n\nShin Ho Chuen\n \n36\n \nIndependent Director\n\n \n\n**Mr. Ma Biu**is our Chairman of the Board of Directors, Director\nand Chief Executive Officer, and he is responsible for the overall strategic direction and development of our Company. Mr. Ma is the spouse\nof our Director, Ms. Liu Liangping. Mr. Ma started his career in the steel manufacturing business at his father’s steel forging\nbusiness, Luda (HK) Industrial Company Limited, which has been deregistered. He started out as sales manager in February 1999 and eventually\nbecame director of the company from October 2002 until it was deregistered in July 2016.\n\n \n\nMr. Ma holds an Executive Master of Business Administration\nfrom The Hong Kong University of Science and Technology, a Master of Social Science in Counselling from The University of South Australia\nand a Bachelor of Arts from The Chinese University of Hong Kong (the “CUHK”), each of which were attained in June 2016, April\n2004 and December 1995 respectively. Additionally, Mr. Ma earned a MicroMasters Program in Supply Chain Management from MITx in June 2023. \n\n** **\n\n**Ms. Liu Liangping**is our Director and Chief Operating Officer,\nand she is responsible for overall operations of the Company. Ms. Liu is the spouse of our Director, Mr. Ma Biu. Ms. Liu started out\nher career in our Company from April 2007 as a procurement manager. Since January 2018, she was appointed as director of Luda HK and\nChief Operating Officer of the Company. Ms. Liu was appointed as Financial Director of Genius Development Workshop Company Limited\nin September 2020.\n\n \n\nMs. Liu holds a Bachelor of Arts in Accounting\nfrom University of Bedfordshire, a Master of Business Administration from the CUHK and a Master of Arts from Southwest University, each\nof which were attained in July 2022, November 2021 and June 2009 respectively. Additionally, Ms. Liu earned a MicroMasters Program in\nSupply Chain Management from MITx in June 2023.\n\n \n\n**Mr. Zhang Dajun is** our Director and Chief\nMarketing Officer. Mr. Zhang is responsible for overseeing the development and execution of the Group’s marketing strategy. Mr.\nZhang has over 30 years of extensive experience in marketing to his role.\n\n \n\nMr. Zhang has served as the general manager and\na director of our Luda (Taian) Industrial Company Limited, our People’s Republic of China subsidiary, since June 2007 and September\n2020, respectively. From July 2003 to June 2007, Mr. Zhang held the position of deputy general manager at Feicheng City Huatai Medical\nEquipment Co., Limited, where he was responsible for medical equipment sales. From July 1993 to June 2003, Mr. Zhang served as a sales\nexecutive of Feicheng City Medical Company.\n\n \n\n**Mr. Yung Chi Man,**Chief Financial Officer,\njoined our Company in June 2022 and is responsible for financial reporting, compliance and investor relations of our Company.\n\n \n\nMr. Yung graduated from the Greenwich University\nwith Master of Business Administration in June 2017 and the University of South Australia with Bachelor of Accountancy in January 2006.\nHe has been a fellow member of the CPA Australia since April 2014.\n\n \n\nMr. Yung had more than 20 years of experience\nin accounting, finance and management in different industries. Prior to joining the Company, he was Finance Manager of a subsidiary of\nKader Holdings Company Limited (stock code: 0180.HK) from April 2018 to December 2021. He joined a subsidiary of Human Health Holdings\nLimited (stock code: 1419.HK) as Finance Manger from June 2015 handling an IPO project. After listing, he transitioned to Operational\nFinance & General Affair Manager overseeing for strategic management until April 2018.\n\n \n\n73\n\n** **\n\n**Dr. Gu Zhaoyang**is our Independent Director.\nHe has been a Professor of Accountancy at the CUHK since January 2013 and Director of CUHK’s MBA in Finance Program since July 2023.\nDr. Gu has published in top accounting journals and has taught financial and management accounting at the undergraduate, MBA, EMBA and\nPHD levels.\n\n \n\nSince June 2019, Dr. Gu has been serving as an independent non-executive\ndirector of Shanghai Pharmaceuticals Holding Co. Ltd. (stock code: 601607.SS and 2607.HK), whereas he has also acted as the Chairman of\nthe company’s audit committee.\n\n \n\nDr. Gu obtained a Bachelor of Arts in English\nfrom Tsinghua University in July 1988 and a Master of Arts in International Management from Renmin University of China in July 1991. Furthermore,\nhe obtained a Master of Arts in Economics in August 1993 and a Doctorate of Philosophy in Accounting in August 1999 from Tulane University.\nDr. Gu became a Certified Public Accountant (non -practicing) with the Virginia State Board for Accountancy of USA in November 1995.\n\n \n\n**Mr. Yan Jonathan Jun**is our Independent\nDirector. Mr. Yan had been the President of China Global Philanthropy Institute from September 2020 to March 2025. He had been the Director\nof Global Finance Education Center of PBC School of Finance, Tsinghua University from May 2013 to September 2020.\n\n \n\nMr. Yan has been serving as an Independent Non-Executive\nDirector of Huabao International Holdings Limited (stock code: 00336.HK) since May 2019. Furthermore, he has been serving as an Independent\nNon-Executive Director of Shandong Hi-Speed Holdings Group Limited (stock code: 00412.HK), an Independent Director of Hichain Logistics\nCompany, Limited (stock code: 300873.SZ) and an Independent Non -Executive Director of Autostreets Development Limited (stock code: 02443.HK)\nsince May 2020, May 2022 and May 2024 respectively.\n\n \n\nMr. Yan obtained a Bachelor Diploma in Engineering\nfrom Changsha Railway Institute in 1984. Furthermore, he obtained a Graduate Diploma in Administration and Master of Management from University\nof Technology, Sydney in 1993 and 1997 respectively.\n\n \n\n**Mr. Shin Ho Chuen**is our Independent Director.\nHe has been a partner of David Fong & Co. since August 2020. Mr. Shin is an experienced counsel specialized in corporate finance and\nadvising on public listing on the Stock Exchange of Hong Kong. Mr. Shin also provides legal services related to mergers and acquisitions.\n\n \n\nMr. Shin has been an independent director of Onion\nGlobal Limited (stock code: OGBLY) and an independent non-executive director of Jiading International Group Holdings Limited (stock code:\n8153.HK) since March 2022 and February 2023 respectively.\n\n \n\nMr. Shin obtained a Bachelor of Laws degree and\na Postgraduate Certificate in Laws from the CUHK in November 2012 and July 2013 respectively. He was admitted as a Solicitor in Hong Kong\nin March 2016. \n\n* *\n\n*Family Relationships*\n\n* *\n\nSave for our Chairman of the Board of Directors,\nDirector and Chief Executive Officer, Mr. Ma Biu, and our Director, Ms. Liu Liangping, being spouses, there are no family relationships\namong our directors and executive officers.\n\n** **\n\n**6.B. Compensation**\n\n \n\nFor so long as we qualify as a foreign private\nissuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable\nto emerging growth companies to disclose the compensation of our executive officers on an individual, rather than an aggregate basis.\nFor FY2025 and FY2024, we paid an aggregate compensation of approximately $1,246,911 and $788,160 in cash to our directors and executive\nofficers, respectively. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive\nofficers and directors. We have also not made any agreements with our directors or executive officers to provide benefits upon termination\nof employment.\n\n \n\nOur PRC subsidiary is required by law to make\ncontributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment\ninsurance and other statutory benefits and a housing provident fund.\n\n \n\n74\n\n** **\n\n**Equity Incentive Plans**\n\n \n\nWe have not adopted any equity compensation plans\nas of the date of this annual report.\n\n** **\n\n**Clawback Policy**\n\n \n\nOur board of directors have adopted a clawback\npolicy (the “Clawback Policy”) permitting the Company to seek the recoupment of incentive compensation received by any of\nthe Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act)\nand such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively,\nthe “Covered Executives”). The amount to be recovered will be the excess of the incentive compensation paid to the Covered\nExecutive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based\non the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received\nby the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable\nestimate of the effect of the accounting restatement. For FY2024, we have not sought any recoupment of incentive compensation of the Covered\nExecutives.\n\n \n\n**6.C. Board Practices**\n\n** **\n\n**Employment Agreements, Director Agreements and Indemnification Agreements**\n\n \n\nWe have entered into employment agreements with\neach of our executive officers. Under these agreements, each of our executive officers is employed for an initial period of three years,\nand will be automatically renewed unless otherwise agreed in writing. We may terminate, at any time, without advance notice or remuneration,\nfor certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent\nor dishonest acts to our detriment, or misconduct or a failure to perform agreed duties.\n\n \n\nWe may also terminate an executive officer’s\nemployment without cause upon six-month 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. An executive\nofficer may terminate his or her employment at any time with a six-month prior written notice, provided that during the initial period\nof three years, he or she is not entitled to terminate the employment agreement without prior consent of the Board.\n\n \n\nIn addition, each executive officer has agreed\nto be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following\nthe last date of employment.\n\n \n\nSpecifically, each executive officer has agreed\nnot to (i) approach our suppliers, clients, customers, agents or contacts or other persons or entities introduced to the executive officer\nin his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business\nrelationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether\nas principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly,\nto solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination,\nor in the year preceding such termination, without our express consent.\n\n \n\nWe have also entered into indemnification agreements\nwith each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers\nagainst certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or\nofficer of our company.\n\n \n\n**Terms of Directors and Officers**\n\n \n\nOur directors may be appointed by an ordinary\nresolution of its shareholders. In addition, our board may, by the affirmative vote of a simple majority of our directors present and\nvoting at a board meeting appoint any person as a director either to fill a casual vacancy on its board or as an addition to the existing\nboard. Our directors are not subject to a term of office and will hold office until such time as they resign or otherwise removed from\noffice by ordinary resolution of the shareholders. Our director will be cease to be a director automatically if, among other thing, the\ndirector (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found\nto be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to our Company; (iv) without special leave of\nabsence from our board of directors, is absent from three consecutive meetings of our board and our board resolves that his office be\nvacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or\nany other provisions of our articles of association, as amended and restated from time to time. \n\n \n\nOur officers are selected by and serve at the\ndiscretion of our board of directors.\n\n \n\n75\n\n \n\n**Duties of Directors**\n\n** **\n\nUnder Cayman Islands law, our directors owe fiduciary\nduties to our Company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be\nin the best interests of our Company. Our directors must also exercise their powers only for a proper purpose. Our directors also owe\nto our Company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of\nhis duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. In fulfilling their\nduty of care to our Company, our directors must ensure compliance with the memorandum and articles of association of our Company, as amended\nand restated from time to time. Our Company has the right to seek damages if a duty owed by our directors is breached.\n\n \n\nAs set out above, our directors have a duty not to put themselves in\na position of conflict and this includes a duty not to engage in self -dealing, or to otherwise benefit as a result of their position.\nHowever, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders\nprovided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles\nof association or alternatively by shareholder approval at general meetings. Our amended and restated memorandum and articles of association\nprovides that following such disclosure and subject to any special requirement for the Company’s audit committee (the “Audit\nCommittee”) approval under applicable law or the listing rules of NYSE American, and unless disqualified by the chairperson of the\nrelevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted\nin the quorum of the meeting. Our board of directors has all the powers necessary for managing, and for directing and supervising, our\nbusiness affairs. The functions and powers of our board of directors include, among others:\n\n \n\n●convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders\nat such meetings;\n\n \n\n●declaring dividends and distributions;\n\n \n\n●appointing officers and determining the term of office of the officers;\n\n \n\n●exercising the borrowing powers of our company and mortgaging the property of our company; and\n\n \n\n●approving the transfer of Shares in our company, including the registration of such Shares in our Share\nregister.\n\n \n\n**Code of Business Conduct and Ethics, Insider\nTrading Policy and Executive Compensation Recovery Policy**\n\n** **\n\nWe adopted (i) a code of business conduct and\nethics; (ii) Insider Trading Policy that applies to our Directors, officers, and employees, including our chief executive officer, chief\nfinancial officer, principal accounting officer or controller or persons performing similar functions; and (iii) Executive Compensation\nRecovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal\naccounting officer or controller or persons performing similar functions, (collectively the “Policies”). The Policies, any\namendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior finance executives are available\non our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of NYSE American.\n\n \n\n**Qualification**\n\n** **\n\nThere are no membership qualifications for directors.\nFurther, there are no share ownership qualifications for directors. There are no other arrangements or understandings pursuant to which\nour directors are selected or nominated.\n\n \n\n**Committees of the Board of Directors**\n\n** **\n\nWe are considered a “controlled company”\nunder the NYSE American Company Guide as more than 50% of the voting power of our shares were held by a single entity. A controlled company\nis not required to comply with the NYSE American corporate governance rules requiring a board of directors to have a majority of independent\ndirectors to have independent audit, compensation, and nominating and corporate governance committees. Our board of directors currently\nconsists of five directors. We have established an audit committee, a compensation committee and a nominating and corporate governance\ncommittee.\n\n \n\n76\n\n**  **\n\n**Audit Committee.** Our Audit Committee\nconsists of Dr. Gu Zhaoyang, Mr. Yan Jonathan Jun, and Mr. Shin Ho Chuen. All of them are financially literate and two of whom have accounting\nor related financial management expertise. Dr. Gu Zhaoyang is the chairperson of our Audit Committee. The Audit Committee oversees our\naccounting and financial reporting processes and the audits of the financial statements of our company. The Audit Committee will be responsible\nfor, among other things:\n\n \n\n●appointing the independent auditors and pre-approving all auditing and non-auditing services permitted\nto be performed by the independent auditors;\n\n \n\n●reviewing with the independent auditors any audit problems or difficulties and management’s response;\n\n \n\n●discussing the annual audited financial statements with management and the independent auditors;\n\n \n\n●reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures\nand any steps taken to monitor and control major financial risk exposures;\n\n \n\n●reviewing and approving all proposed related-party transactions;\n\n \n\n●meeting separately and periodically with management and the independent auditors; and\n\n \n\n●monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and\neffectiveness of our procedures to ensure proper compliance.\n\n \n\n**Compensation Committee.** Our\ncompensation committee consists of Mr. Yan Jonathan Jun, Dr. Gu Zhaoyang, and Mr. Shin Ho Chuen. We have determined that each of our\ncompensation committee members satisfies the “independence” requirements of the NYSE American Company Guide. Mr. Yan\nJonathan Jun is the chairman of our compensation committee. The compensation committee assists the board in reviewing and approving\nthe compensation structure, including all forms of compensation, relating to our directors and executive officers. The compensation\ncommittee will be responsible for, among other things:\n\n \n\n●reviewing and approving, or recommending to the board for its approval, the compensation for our chief\nexecutive officer and other executive officers;\n\n \n\n●reviewing and recommending to the board for determination with respect to the compensation of our non-employee\ndirectors;\n\n \n\n●reviewing periodically and approving any incentive compensation or equity plans, programs, or similar\narrangements; and\n\n \n\n●selecting compensation consultant, legal counsel, or other adviser only after taking into consideration\nall factors relevant to that person’s independence from management.\n\n** **\n\n**Nominating and Corporate Governance\nCommittee.** Our nominating and corporate governance committee consists of Mr. Shin Ho Chuen, Dr. Gu Zhaoyang, and Mr. Yan\nJonathan Jun. Mr. Shin Ho Chuen is the chairman of our nominating and corporate governance committee. We have determined that each\nof our nominating and corporate governance committee members satisfies the “independence” requirements of Rule\n5605(a)(2) of the NYSE American Company Guide. The nominating and corporate governance committee assists the board of directors in\nselecting individuals qualified to become our directors and in determining the composition of the board and its committees. The\nnominating and corporate governance committee will be responsible for, among other things:\n\n \n\n●selecting and recommending to the board nominees for election by the shareholders or appointment by the\nboard;\n\n \n\n●reviewing annually with the board the current composition of the board in regard to characteristics such\nas independence, knowledge, skills, experience, and diversity;\n\n \n\n●making recommendations on the frequency and structure of board meetings and monitoring the functioning\nof the committees of the board; and\n\n \n\n●advising the board periodically in regard to significant developments in the law and practice of corporate\ngovernance, as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of\ncorporate governance and on any remedial action to be taken.\n\n** **\n\n**Involvement in Certain Legal Proceedings**\n\n \n\nTo the best of our knowledge, none of our directors\nor executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401\nof Regulation S-K.\n\n \n\n77\n\n \n\n**6.D. Employees**\n\n \n\nAs of December 31, 2025, 2024 and 2023, we\nhad a total of 160, 162 and 159 employees. The following table sets forth the breakdown of our employees as of December 31, 2025 by\nfunction:\n\n \n\nDepartment \nHong Kong  \nPRC \n\nManagement \n 7  \n 2 \n\nFinance \n 2  \n 5 \n\nAdministration \n 2  \n 1 \n\nSales and Marketing \n 3  \n 22 \n\nProduction and related \n 0  \n 100 \n\nSupport \n 1  \n 15 \n\nTotal \n 15  \n 145 \n\n \n\nOur employees are not covered by any collective\nbargaining agreement. We believe that we maintain a good working relationship with our employees, and we have not experienced any significant\nlabor disputes as of the date of this annual report.\n\n** **\n\n**6.E. Share Ownership**\n\n \n\nThe following table sets forth information with\nrespect to the beneficial ownership of our ordinary shares as of the date of this annual report for:\n\n \n\n \n●\neach person or entity known by us to own beneficially more than 5% of our outstanding Shares;\n\n \n \n \n\n \n●\neach of our directors and executive officers; and\n\n \n \n \n\n \n●\nall of our directors and executive officers as a group.\n\n \n\nBeneficial ownership is determined in accordance\nwith the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting\npower or investment power with respect to those securities and include ordinary shares issuable upon the exercise of options that are\nimmediately exercisable or exercisable within 60 days of the date hereof.\n\n \n\nExcept as otherwise indicated, all of the shares\nreflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares\nbeneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial\nownership for any other purpose.\n\n \n\nThe calculations in the table below are based\non 22,690,000 ordinary shares issued and outstanding as of the date of this annual report.\n\n \n\nExcept as otherwise indicated in the table below, addresses of our\ndirectors, executive officers and named beneficial owners are in care of Luda Technology Group Limited, Rooms 1604-1605, 16/F, YF Life\nCentre, 38 Gloucester Road, Wanchai, Hong Kong.\n\n \n\n  \nOrdinary Shares  \nBeneficially Owned \n\nName of Beneficial Owner \nNumber of Shares  \nPercentage of Shares \n\nDirectors and Executive Officers: \n   \n  \n\nMa Biu \n 20,000,000  \n 88.14%\n\nLiu Liangping \n Nil  \n   \n\nZhang Dajun \n Nil  \n   \n\nYung Chi Man \n Nil  \n   \n\nGu Zhaoyang \n Nil  \n   \n\nYan Jonathan Jun \n Nil  \n   \n\nShin Ho Chuen \n Nil  \n   \n\n5% or Greater Shareholders: \n    \n   \n\nDiamond Horses Group Limited(1) \n 20,000,000  \n 88.14 \n\n  \n 20,000,000  \n 88.14%\n\n \n\n(1)The registered address of Diamond Horses Group Limited, a British Virgin Islands company, is Vistra Corporate\nServices Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. 20,000,000 ordinary shares directly held by Diamond\nHorses Group Limited of which Ma Biu is the sole shareholder and holds the voting and dispositive power over the ordinary shares held\nby such entity. \n\n \n\n78\n\n** **\n\n**6.F. Disclosure of a registrant’s action to recover erroneously\nawarded compensation**\n\n \n\nNot applicable."}