{"url_path":"/sec/mens/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1954488/0001213900-26-057073-index.html","accession_number":"0001213900-26-057073","cik":"0001954488","ticker":"MENS","issuer_name":"Jyong Biotech Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1954488/0001213900-26-057073-index.html","primary_entity_key":"0001954488","primary_entity_name":"Jyong Biotech Ltd."},"word_count":4798,"has_tables":true,"body_markdown":"**Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\n**A. Directors and Senior Management**\n\n \n\nThe following table sets forth information regarding\nour executive officers and directors as of the date of this annual report. Unless otherwise stated, the business address for our directors\nand executive officers is that of our principal executive offices at 23F-3, No. 95, Section 1, Xintai 5th Road, Xizhi\nDistrict, New Taipei City, Taiwan, 221.\n\n \n\n**Directors and Executive Officers**\n \n**Age**\n \n**Position**\n\nFu-Feng Kuo\n \n68\n \nChairwoman of the Board of Directors and Chief Executive Officer\n\nWei Zhang\n \n45\n \nChief Financial Officer\n\nFenglin Hsu\n \n77\n \nDirector and Chief Technology Officer\n\nHung-Shu Fan\n \n61\n \nIndependent Director\n\nPang-Chieh Chi\n \n80\n \nIndependent Director\n\nMing Tsan Hsu\n \n68\n \nIndependent Director\n\n \n\nThe following is a brief biography of each of our\nexecutive officers and directors:\n\n** **\n\n**Ms. Fu-Feng Kuo** has been our director since December 2018. She currently serves\nas our chairwoman of the board of directors and chief executive officer. Ms. Kuo is the founder of Health Ever Bio-Tech Co., Ltd. She\nhas also been serving as the Chairwoman and CEO of Genvace Biotechnology Co., Ltd. and Zhao Jian Fu Co., Ltd. since 2021 and 2011, respectively.\nMs. Kuo has over 30 years of experience in the R&D of botanical products and new drugs and used to own multiple global patents\nin compositions. Since the establishment of Health Ever Bio-Tech Co., Ltd., or HEB, in 2002, Ms. Kuo has painstakingly researched and\nestablished CMC data, led HEB’s conferences with regulatory authorities, and highly participated in preclinical studies as well\nas clinical trials of new drug candidates, such as Phase III clinical trials on Botreso® in the U.S. and Taiwan.\nMs. Kuo had already initiated her research on natural medicine formulations before establishing HEB. During her study in the U.S.,\nMs. Kuo focused on developing new drugs for the treatment of urinary system diseases, formulated a preliminary blueprint, and began to\nexplore active ingredients from plants. From 1996 to 1997, Ms. Kuo previously served as the guest lecturer on special nutritional foods\nin various hospitals in Taiwan. From 1987 to 1996, Ms. Kuo established Panatoz Corporation, a company engaging in international trade\nof health care products and plant raw materials and served as the Chairwoman as well as the general manager. Ms. Kuo received a master’s\ndegree in business management from Dominican University of California in 2000.\n\n \n\nWe believe Ms. Kuo is qualified to serve on the\nBoard because of her substantial experience in executive leadership roles and her extensive knowledge of new drugs’ R&D and\ncorporate operations.\n\n** **\n\n**Ms. Wei Zhang** has been the\nchief financial officer of Jyong Biotech Ltd. since February 2026. She served as the chief financial officer of Global Mofy AI\nLimited (formerly known as Global Mofy Metaverse Limited, Nasdaq: GMM) from May 2021 to January 2024, where she oversaw the Nasdaq\ninitial public offering process, supervised all initial public-related activities, led fund-raising, implemented corporate strategy,\nand managed internal controls. She served as the investment director of Shenzhen Chuangdongfang Investment Co., Ltd. from March 2012\nto December 2017 and Lenovo Capital and Incubator Group (LCIG) from January 2018 to December 2018, where she was mainly responsible\nfor project investment and post-investment management in the fields of science and technology and greater consumer goods. Prior to\nthat, she was an auditor at Shanghai Zhonghua Huyin Certified Public Accountants Co., Ltd. from June 2007 to April 2010 and\nsupervised the audit and financial investigation during the overseas listing of Chinese enterprises. Ms. Zhang earned her\nmaster’s degree in business administration from Oxford University in 2012 and her bachelor’s degree in accounting from\nthe University of South Australia in 2007.\n\n** **\n\n**Dr. Fenglin Hsu** has been our director\nand chief technology officer since March 2025. Dr. Hsu has been serving as the chief technology officer of Health Ever Bio-Tech Co.,\nLtd. since July 2021. He is an expert in the research of natural medicinal chemistry, the R&D of Chinese herbal medicine, and\nthe management of biotechnology medicine R&D. Prior to joining us, Dr. Hsu served as deputy editor-in-chief for Journal of Food\nand Drug Analysis, the director and consultant of NatureWise Biotech & Medicals Corporation from 2018 to 2021. Dr. Hsu served as the\nprofessor fellow for China Industrial & Commercial Research Institute and deputy editor-in-chief for Journal of Food and Drug Analysis\nfrom 2015 to 2018. Dr. Hsu served as a professor at Taipei Medical College (currently known as Taipei Medical University) from 1993\nto 2014, and was awarded an Honorary Professorship in 2015. From 1993 to 2003, Dr. Hsu also served as the director of the Pharmacy\nDepartment of Taipei Medical College Hospital, where he engaged in drug management and clinical pharmacy. From 2000 to 2010, Dr. Hsu\nserved as the director of Graduate Institute of Pharmacognosy at Taipei Medical College where he was responsible for the daily management\nof the Institute. Dr. Hsu received a Ph.D. in pharmaceutical sciences in 1985 and a master’s degree in pharmaceutical sciences\nin 1982 from Kyushu University in Japan. Dr. Hsu has been a qualified pharmacist in Taiwan since 1949.\n\n \n\n138\n\n \n\n \n\nWe believe Dr. Hsu is qualified to serve on\nthe Board because of his extensive experience in the biotechnology field and his knowledge and expertise in drug development.\n\n \n\n**Mr. Hung-Shu Fan** has been our\nindependent director since March 2025. Mr. Fan has been serving as a professor in the Department of Accounting since 2010 and the\nassociate dean of the College of Management at Fu Jen Catholic University in Taiwan since 2021. Mr. Fan currently serves as an independent\ndirector of Taiwan Semiconductor Co., Ltd. (Taipei Exchange: 5425) and a director of Tigerair Taiwan Co., Ltd. (Taipei Exchange: 6757).\nFrom 2018 to 2021, Mr. Fan served as a member of the Listing Review Committee of the Taiwan Stock Exchange and the OTC Listing Review\nCommittee of The Taipei Exchange. From 2011 to 2021, Mr. Fan served as a member of the CPA Examination Review Committee of the Ministry\nof Examination. From 1994 to 2010, he successively served as the lecturer, associate professor, and head of the Department of Accounting\nat Fu Jen Catholic University. From 2015 to 2017, Mr. Fan worked as the director of TSC Venture Capital Co., Ltd. He also used to\nbe the supervisor of Mega International Commercial Bank from 2016 to 2017, the independent supervisor of TSC Auto ID Technology Co., Ltd.\nfrom 2007 to 2010 and Para Light Co., Ltd. from 2004 to 2016, and the supervisor of Tidehold Development Co., Ltd. from 2002 to 2020.\nMr. Fan received a master’s degree in business administration and a Ph.D. degree in accounting from National Taiwan University\nin 1989 and 1997, respectively. From 2009 to 2022, Mr. Fan has been the moderator of 11 special research projects in accounting of\nthe National Science and Technology Council. He was awarded the Special Outstanding Talent Award by the National Science and Technology\nCouncil in 2015 and 2017.\n\n \n\nWe believe Mr. Fan is qualified to serve on\nthe Board due to his accounting background and lengthy experience in positions as a supervisor and independent director of publicly listed\ncompanies.\n\n** **\n\n**Mr. Pang-Chieh Chi** has been our\nindependent director since March 2025. Mr. Chi is the chief of Chi’s Surgical Urology Medical Clinic in Taiwan. He has over\n50 years of experience in the medical field and has expertise in urology, surgery, and family medicine. Mr. Chi has been serving\nas the physician-in-charge of the urology department at Taipei Tzuchi Hospital since 2007. From 1974 to 1981, Mr. Chi served as the\ndirector of the urology department at Zuoying Naval General Hospital. From 1981 to 1984, Mr. Chi served as the director of both the\nmedical department and the surgical department at Shuntian Hospital in Taiwan. Mr. Chi received a bachelor’s degree in medicine\nfrom National Defense Medical Center in 1971. During his years of practice, Mr. Chi has called on local doctors to conduct free\nclinics for disadvantaged groups and residents in undeveloped areas. He has also actively devoted himself to social medical welfare activities\nlaunched by the government in local communities. Mr. Chi has received numerous awards in Taiwan, such as “Outstanding Medical\nStaff” in 2002, “Eight Virtues Award” in 2012, “Medical Contribution Award” in 2017, and “National\nMedical Exemplary Award” in 2021.\n\n \n\nWe believe Mr. Chi is qualified to serve on\nthe Board because of his successful practice in the treatment of urinary system disease as well as other medical fields.\n\n** **\n\n**Mr. Ming Tsan Hsu** has been our\nindependent director since March 2025. Mr. Hsu has been serving as the deputy chairman of the board of directors at Joyear Construction\nCo., Ltd. since April 2008 and the supervisor of Duennien Construction Co., Ltd since June 2008. From 2017 to 2018, Mr. Hsu previously\nserved as the independent director of Health Ever Bio-Tech Co., Ltd. He served as the deputy general manager of Joyear Construction Co.,\nLtd. from 2003 to 2008 and Duennien Construction Co., Ltd. from 1989 to 2002. He served as the assistant manager of the Engineering Department\nat Chang Shen Construction Co., Ltd from 1988 to 1989, and the site director of Guang Ji Construction Co., Ltd. from 1982 to 1987. Mr. Hsu\nreceived a master’s degree in business management from Dayeh University in Taiwan in 1999, a Ph.D. degree in management from Xi’an\nJiaotong University in China in 2009, and a Ph.D. degree in law from China University of Political Science and Law in 2015. He previously\nserved as the deputy director of Taiwan Innovative Business Management Association from 2018 to 2014.\n\n \n\nWe believe Mr. Hsu is qualified to serve on\nthe Board because of his experience in corporate management, as well as his combined professional academic background in law and management.\n\n \n\n139\n\n \n\n \n\n**Family Relationships**\n\n \n\nNone of our directors or executive officers has\na family relationship as defined in Item 401 of Regulation S-K.\n\n \n\n**B. Compensation**\n\n \n\nFor the year ended December 31, 2023, 2024\nand 2025 we paid an aggregate of approximately US$405,198, $399,400, and $396,967 in cash to our executive officers and directors, respectively.\nWe have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.\nWe did not grant any stock options or restricted stock units to our named executive officers or directors in 2023, 2024 and 2025.  Our\nTaiwan subsidiaries are required by Taiwan laws to make contributions equal to certain percentages of its employee’s salary for\nhis or her labor insurance, medical insurance, employment service insurance, occupational accident insurance and labor pension. Our PRC\nsubsidiary is required by the PRC law to make contributions equal to certain percentages of each employee’s salary for his or her\npension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.\n\n \n\n**C. Board Practices**\n\n \n\n**Board of Directors**\n\n \n\nOur board of directors is consist of five directors,\nincluding two executive directors and three independent directors. The powers and duties of our directors include convening general meetings\nand reporting our board’s work at our shareholders’ meetings, declaring dividends and distributions, determining our business\nand investment plans, appointing officers and determining the term of office of the officers, preparing our annual financial budgets and\nfinancial reports, formulating proposals for the increase or reduction of our authorized capital as well as exercising other powers, functions\nand duties as conferred by our articles of association. A director may exercise all the powers of our company to borrow money, mortgage\nits business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any\nobligation of our company or of any third party. A director who is in any way, whether directly or indirectly, interested in a contract\nor proposed contract with our company is required to declare the nature of his interest at a meeting of our directors. A director may\nvote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so\nhis vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract\nor arrangement is considered. A general notice given to the directors by any director to the effect that he is a member or officer of\nany specified company or firm and is to be regarded as interested in any contract or arrangement with that company or firm or a specified\nperson who is connected with him shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect\nto a contract or transaction in which he has an interest, provided that no such notice shall be effective unless either it is given at\na meeting of the board of directors or the director takes reasonable steps to secure that it is brought up and read at the next board\nmeeting after it is given.\n\n \n\nNone of our directors has a service contract with\nus that provides for benefits upon termination of service.\n\n** **\n\n**Committees of the Board of Directors**\n\n** **\n\nWe have established an audit committee, a compensation\ncommittee and a nominating and corporate governance committee under the board of directors. We have adopted a charter for each of the\nthree committees prior to the completion of our IPO. Each committee’s members and functions are described below.\n\n** **\n\n**Audit Committee.    **Our\naudit committee is consist of Mr. Hung-Shu Fan, Mr. Pang-Chieh Chi and Mr. Ming Tsan Hsu, and is chaired by Mr. Hung-Shu\nFan. Mr. Hung-Shu Fan, Mr. Pang-Chieh Chi and Mr. Ming Tsan Hsu satisfy the “independence” requirements of\nRule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934,\nas amended. We have determined that Mr. Hung-Shu Fan qualifies as an “audit committee financial expert.” The audit committee\noversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee\nis responsible for, among other things:\n\n \n\n●selecting the independent registered public accounting firm\nand pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;\n\n \n\n140\n\n \n\n \n\n●reviewing with the independent registered public accounting\nfirm any audit problems or difficulties and management’s response;\n\n \n\n●reviewing and approving all proposed related party transactions,\nas defined in Item 404 of Regulation S-K under the Securities Act;\n\n \n\n●discussing the annual audited financial statements with management\nand the independent registered public accounting firm;\n\n \n\n●reviewing major issues as to the adequacy of our internal\ncontrols and any special audit steps adopted in light of material control deficiencies;\n\n \n\n●annually reviewing and reassessing the adequacy of our audit\ncommittee charter;\n\n \n\n●meeting separately and periodically with management and the\nindependent registered public accounting firm; and\n\n \n\n●reporting regularly to the board of directors.\n\n \n\n**Compensation Committee.    **Our\ncompensation committee is consist of Mr. Hung-Shu Fan, Mr. Pang-Chieh Chi and Mr. Ming Tsan Hsu, and is chaired by\nMr. Pang-Chieh Chi. Mr. Hung-Shu Fan, Mr. Pang-Chieh Chi and Mr. Ming Tsan Hsu satisfy the “independence”\nrequirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The compensation committee will assist the board of directors in reviewing\nand approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our executive\nofficers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is\nresponsible for, among other things:\n\n \n\n●reviewing the total compensation package for our executive\nofficers and making recommendations to the board of directors with respect to it;\n\n \n\n●approving and overseeing the total compensation package for\nour executives other than the three most senior executives;\n\n \n\n●reviewing the compensation of our directors and making recommendations\nto the board of directors with respect to it; and\n\n \n\n●periodically reviewing and approving any long-term incentive\ncompensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.\n\n** **\n\n**Nominating and Corporate Governance Committee.    **Our\nnominating and corporate governance committee is consist of Mr. Hung-Shu Fan, Mr. Pang-Chieh Chi and Mr. Ming Tsan Hsu\nand is chaired by Mr. Ming Tsan Hsu. Mr. Hung-Shu Fan, Mr. Pang-Chieh Chi and Mr. Ming Tsan Hsu satisfy the “independence”\nrequirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee will assist the\nboard of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors\nand its committees. The nominating and corporate governance committee is responsible for, among other things:\n\n \n\n●recommending nominees to the board of directors for election\nor re-election to the board of directors, or for appointment to fill any vacancy on the board of directors;\n\n \n\n●reviewing annually with the board of directors the current\ncomposition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability\nof service to us;\n\n \n\n●selecting and recommending to the board of directors the\nnames of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate\ngovernance committee itself; and\n\n \n\n●monitoring compliance with our code of business conduct and\nethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n \n\n141\n\n \n\n** **\n\n**Duties of Directors**\n\n \n\nUnder Cayman Islands law, our directors have a fiduciary\nduty to our company act honestly, in good faith and with a view to our best interests. Our directors also owe to our company a duty to\nact with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree\nof skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have\nmoved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the\nCayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association,\nas amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached. In limited\nexceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.\n\n** **\n\n**Terms of Directors and Officers**\n\n \n\nOur officers are elected by and serve at the discretion\nof the board of directors. Pursuant to our second amended and restated memorandum and articles of association, our board of directors\nhas the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board or as an addition\nto the existing board (subject to the maximum size limit, if any). Our directors are subject to retirement from office at least once every\nthree years under our second amended and restated memorandum and articles of association. A director will be removed from office automatically\nif, among other thing, the director (i) becomes of unsound mind or dies; (ii) becomes bankrupt or makes any arrangement or composition\nwith his creditors generally; (iii) is absent from meeting of the board for three consecutive meetings without special leave of absence\nform the board; (iv) resigns his office by notice in writing to our company; (v) is prohibited by law from being a director; and (vi)\nis removed from the office pursuant to any other provisions of our amended and restated memorandum and articles of association.\n\n** **\n\n**Employment Agreement 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 a specified time period. We may\nterminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as\nconviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct\nor a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon advance written\nnotice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable\nlaw of the jurisdiction where the executive officer is based. The executive officer may resign at any time with an advance written notice.\n\n \n\nEach executive officer has agreed to hold, both\nduring and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required\nin the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information\nor trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary\ninformation of any third party received by us and for which we have confidential obligations. The executive officers have also agreed\nto disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the\nexecutive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and\nenforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.\n\n \n\nIn addition, each executive officer has agreed to\nbe bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for two years\nfollowing the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients,\ncustomers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us\nfor the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities;\n(ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or\notherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of\nany of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding\nsuch termination, without our express consent.\n\n \n\n142\n\n \n\n \n\nWe will also enter 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 our director\nor officer.\n\n \n\n**D. Employees**\n\n \n\nSee “Item 4. Information\non the Company — B. Business Overview — Employees.”\n\n \n\n**E. Share Ownership**\n\n \n\nThe following table sets forth information with\nrespect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares as of the date of\nthis annual report:\n\n \n\n●each of our directors and executive officers; and\n\n \n\n●each person known to us to beneficially own more than 5%\nof our ordinary shares.\n\n \n\nBeneficial ownership is determined in accordance\nwith the rules and regulations of the SEC. In computing the number of ordinary shares beneficially owned by a person and the percentage\nownership of that person, we have included ordinary shares that the person has the right to acquire within sixty (60) days, including\nthrough the exercise of any option, warrant, or other right or the conversion of any other security. These ordinary shares, however, are\nnot included in the computation of the percentage ownership of any other person. The percentage of beneficial ownership of our ordinary\nshares is based on 76,027,667 ordinary shares outstanding as of the date of this annual report. Unless otherwise noted, the business address\nfor each of our directors and executive officers is 23F-3, No. 95, Section 1, Xintai 5th Road, Xizhi District, New\nTaipei City, Taiwan, 221.\n\n \n\n \n \n**Ordinary shares beneficially owned\nprior to our IPO†**\n \n \n**Ordinary shares beneficially owned\nafter our IPO**\n \n\n \n \n**Number of\nordinary shares**\n \n \n**Percentage\nof beneficial\nownership****\n \n \n**Number of\nordinary shares**\n \n \n**Percentage\nof beneficial\nownership**\n \n \n**Percentage of\ntotal voting\npower after this\noffering*****\n \n\n**Directors and Executive Officers****\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nFu-Feng Kuo(1)\n \n \n25,349,500\n \n \n \n34.6\n%\n \n \n25,349,500\n \n \n \n33.3\n%\n \n \n33.3\n%\n\nFenglin Hsu(2)\n \n \n*\n \n \n \n*\n \n \n \n*\n \n \n \n*\n \n \n \n*\n \n\nHung-Shu Fan\n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n\nPang-Chieh Chi\n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n\nMing Tsan Hsu\n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n\nWei Zhang\n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n**All Directors and Executive Officers as a Group**\n \n \n**25,353,500**\n \n \n \n**34.6**\n**%**\n \n \n**25,353,500**\n \n \n \n**33.3**\n**%**\n \n \n**33.3**\n**%**\n\n**Principal Shareholders:**\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nPerfect Minds Co., Ltd.(1)\n \n \n25,349,500\n \n \n \n34.6\n%\n \n \n25,349,500\n \n \n \n33.3\n%\n \n \n33.3\n%\n\nLaxton Investments Company Limited(3)\n \n \n7,631,200\n \n \n \n10.4\n%\n \n \n7,631,200\n \n \n \n10.0\n%\n \n \n10.0\n%\n\nLinkage Gladden Enterprise Ltd.(4)\n \n \n6,863,548\n \n \n \n9.4\n%\n \n \n6,863,548\n \n \n \n9.0\n%\n \n \n9.0\n%\n\nHonest Dynasty Ltd.(5)\n \n \n2,343,610\n \n \n \n3.2\n%\n \n \n2,343,610\n \n \n \n3.1\n%\n \n \n3.1\n%\n\nPeak Valley International Co., Ltd.(6)\n \n \n5,098,000\n \n \n \n7.0\n%\n \n \n5,098,000\n \n \n \n6.7\n%\n \n \n6.7\n%\n\n \n\n \n\nNotes:\n\n \n\n†Beneficial ownership information disclosed herein represents\ndirect and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance\nwith the rules and regulations of the SEC.\n\n*Represents less than 1% of the total number of shares outstanding\nas of the date of this annual report.\n\n \n\n143\n\n \n\n \n\n**For each person and group included in this table, percentage\nownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of\nshares outstanding as of the date of this annual report.\n\n***For each person or group included in this column, percentage\nof total voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all\nof our ordinary shares as a single class.\n\n \n\n(1)\nRepresents 25,349,500 ordinary shares held of record by Perfect Minds Co., Ltd., a Seychelles company. Perfect Minds is a wholly owned subsidiary of Innovation Global Group Limited, a BVI company (“IGGL”). IGGL is a wholly owned subsidiary of the Innovation Trust, a family discretionary trust for which Unity Trust Limited acts as professional trustee. Ms. Fu-Feng Kuo is the settlor of The Innovation Trust and serves as the sole director of Perfect Minds and as the Chief Executive Officer and Chairwoman of the Board of Directors of the Company. The registered address of Perfect Minds Co., Ltd. is No.4, Franky Building, Providence Industrial Estate, Mahe, Seychelles.\n\n(2)Represents 3,000 ordinary shares held by Fenglin Hsu.\n\n(3)Represents 3,471,000 ordinary shares held of record by, Laxton\nInvestments Company Limited (“Laxton”), a British Virgin Islands company wholly owned by Shuai Shao, and 4,160,200 ordinary\nshares mortgaged by Honest Dynasty Ltd. to Laxton in 2018. According to the Mortgage Agreement entered between Honest Dynasty Ltd. and\nLaxton on April 15, 2018 (“2018 Mortgage Agreement”), an event of default has occurred on December 31, 2018 and Laxton may,\nfollowing an event of default, enforce all of the 4,160,200 mortgaged shares. On March 31, 2023, Laxton enforced all of the 4,160,200\nmortgaged shares. The registered address of Laxton Investments Company Limited is Kingston Chambers, PO Box 173, Road Town, Tortola,\nBritish Virgin Islands.\n\n(4)Represents 6,863,548 ordinary shares held of record by Linkage\nGladden Enterprise Ltd., a Belize company wholly owned by I-Hsien Huang. The registered address of Linkage Gladden Enterprise Ltd. is\n25 Guzman Street Belama Phase 1, Belize City, Belize, C.A.\n\n(5)Represents 6,503,810 ordinary shares held of record by Honest\nDynasty Ltd., a Seychelles company wholly owned by Wen-Tsai Peng. The registered address of Honest Dynasty Ltd. is No. 4, Franky Building,\nProvidence Industrial Estate, Mahe, Seychelles. According to the 2018 Mortgage Agreement, Honest Dynasty Ltd. mortgaged 4,160,200 ordinary\nshares to Laxton and on December 31, 2018, an event of default has occurred, thus Laxton may, following an event of default, enforce\nall such shares. On March 31, 2023, Laxton enforced all of the 4,160,200 mortgaged shares. The number of shares beneficially owned by\nHonest Dynasty Ltd. was 2,343,610, representing 3.2% of our 73,361,000 ordinary shares outstanding as of the date of this annual report.\n\n(6)Represents 5,098,000 ordinary shares held of record by Peak\nValley International Co., Ltd., a Seychelles company wholly owned by Chun-Ko Chen. The registered address of Peak Valley International\nCo., Ltd. is No. 4, Franky Building, Providence Industrial Estate, Mahe, Seychelles.\n\n \n\nAs of the date of this annual report, of our issued\nand outstanding ordinary shares are held by record holders in the United States, representing approximately 0.01% of our total outstanding\nshares on an as-converted basis. None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is\nin the business of underwriting securities. We are not aware of any arrangement that may, at a subsequent date, result in a change of\ncontrol of our company.\n\n \n\n**F. Disclosure of a Registrant’s Action\nto Recover Erroneously Awarded Compensation**\n\n \n\nNot applicable."}