{"url_path":"/sec/mgn/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/1995075/0001213900-26-057595-index.html","accession_number":"0001213900-26-057595","cik":"0001995075","ticker":"MGN","issuer_name":"Megan Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1995075/0001213900-26-057595-index.html","primary_entity_key":"0001995075","primary_entity_name":"Megan Holdings Ltd."},"word_count":4046,"has_tables":true,"body_markdown":"**Item\n6. Directors, Senior Management and Employees**\n\n** **\n\n**Executive Officers and Directors**\n\n \n\nThe following table provides information regarding\nour executive officers and directors as of the date of this annual report:\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nMr. Darren Hoo\n \n41\n \nChief Executive Officer,\nChairman of the Board and Executive Director\n\nNg Kai Tie\n \n40\n \nChief Financial Officer\n\nPhua Zhi Yong(1)(2)(3)\n \n38\n \nIndependent Director, Chair\nof Audit Committee\n\nTse Yin Sum(1)(2)(3)\n \n34\n \nIndependent Director, Chair\nof Compensation Committee\n\nLai Yee Yee(1)(2)(3)(4)\n \n33\n \nIndependent Director, Chair\nof Nomination Committee\n\n \n\n \n\n(1)Member of the Audit Committee\n\n \n\n(2)Member of the Compensation Committee\n\n \n\n(3)Member of the Nominating Committee\n\n** **\n\n**Mr. Darren Hoo** has been our Chief\nExecutive Officer, Chairman and Executive Director since April 2023. He was appointed as an Executive Director on September 7,\n2020. Mr. Darren Hoo is responsible for the overall business management of our operations. Prior to founding MMSB, from April 2018\nto August 2020, Mr. Darren Hoo was a partner at Valcon Resources Sdn Bhd, a company which specializes in process control instruments\nwhere he was responsible for achieving growth and hitting sales targets at the sales team he managed. Between October 2011 and March 2018,\nMr. Darren Hoo was a manager at JEFI AquaTech Resources Sdn Bhd (“JEFI”), a company focused on aquaculture, where he\nwas involved in JEFI’s day to day operations, and oversaw the JEFI’s expansion plan of managing a 400-acre shrimp\nfarm and processing factory development, including the design of the shrimp farm and process factory. Mr. Darren Hoo holds a Bachelor\nof Science in Biotechnology from the University College Sedaya International (UCSI) of Malaysia.\n\n** **\n\n**Mr. Ng Kai Tie**has been our Chief\nFinancial Officer since July 2023, in charge of our finance and risk management functions. Prior to joining us, Mr. Ng has\nmore than 10 years of professional experience in audit and assurance in Singapore and Malaysia. During his professional career,\nhis extensive audit experience includes auditing companies listed in Singapore and United States, multinational corporations, and\nsmall and medium-sized enterprises. Mr. Ng joined Messrs. Paul Wan & Co as an audit manager from 2021 until 2022 where\nhe conducted audits for companies listed on the Singapore Exchange. From 2019 until 2021, Mr. Ng rejoined Mazars LLP as an audit\nassistant manager where he conducted audits for multinational companies such as LVMH Asia Pacific region office. He worked at Messrs.\nTee & Partners in Malaysia from 2017 to 2019 as an audit manager where he conducted audit for companies involved in industries\nsuch as manufacturing, hotel management, agriculture, construction and trading. From 2015 until 2017 Mr. Ng worked at Mazars LLP\nas an audit assistant manager where he was responsible audit planning as well as supervising and training of assistant and engagement\nmanagement. From 2011 until 2014 Mr. Ng worked as a senior auditor with Messrs. Robert Tan & Co. where he performed external\naudit jobs for clients. Mr. Ng graduated in 2010 with a Bachelor of Commerce (Hons) Accounting from Universiti of Tunku Abdul Rahman.\nHe has been a member of CPA Australia since 2016.\n\n** **\n\n**Mr. Phua Zhi Yong** has been the Company’s\nindependent director, chairman of the audit committee and a member of the nominating committee and the compensation committee since November,\n2025.\n\n \n\nMr. Phua is a Chartered Accountant (Singapore)\nand a seasoned finance and accounting professional with over a decade of experience in financial management, compliance, corporate governance\nand public company reporting. Since 2019, he has served as the Chief Financial Officer of YY Group Holding Limited, where he has been\nresponsible for financial operations, regulatory compliance, cash flow management, corporate governance oversight, and strategic initiatives,\nincluding mergers and acquisitions and investor relations activities. In that role, he led the company through its successful U.S. Nasdaq\nlisting on April 22, 2024 and continues to oversee ongoing U.S. reporting and compliance obligations. Prior to joining YY Group,\nMr. Phua served as Finance Manager at NCS Pte Ltd from 2017 to 2019, where he oversaw project financial governance and revenue recognition\ncompliance, and previously held accounting roles at Rig Resources AP Pte Ltd and United Engineers Limited, where his responsibilities\nincluded ERP implementation, financial reporting, internal controls, audit coordination and overseas project support. Mr. Phua holds\na Bachelor of Science in Banking and Finance from the University of London (Singapore Institute of Management) and is a member of Chartered\nAccountants Singapore (CA Singapore).\n\n** **\n\n**Mr. Tse Yin Sum** has been the Company’s\nindependent director, chairman of the compensation committee and a member of the nominating committee and audit committee since September\n2025. Mr. Tse Yin Sum has over 10 years of experience in the field of banking and corporate finance. Since October 2017,\nMr. Tse has been the executive director of Universal Channel Consultant Limited offering a variety of professional services including\ncorporate services, statutory compliance, corporate advisory, real estate and family office services. Mr. Tse has also acted as\nthe marketing director of Jiyuan Investment Management (Hong Kong) Co., Limited for financial and wealth management services since\nApril 2023. From October 2013 to September 2017, Mr. Tse was the premier relationship manager at the headquarter\nof The Hongkong and Shanghai Banking Corporation Limited, engaging in customers’ wealth management services and global market environment\nanalysis. Mr. Tse obtained a Bachelor of Business Administration in Finance Services degree from the Hong Kong Polytechnic\nUniversity in 2013.\n\n** **\n\n84\n\n \n\n** **\n\n**Ms. Lai Yee Yee** has been the Company’s\nindependent director, chairman of the nomination committee and a member of the compensation committee and audit committee since September\n2025. Ms. Lai began her career by managing her family’s fish farming business in Rawang alongside her family members. In 2017,\nshe joined Lim Shrimp Organization as an Operations Manager at their Banting farm, where she oversaw the setup, including earthwork,\nconstruction, and renovation, leading to its full operational capacity. In 2023, she was employed as the Business Development Manager\nat Lim Shrimp Organization. In this role, she focuses on identifying new business opportunities, driving profitability, fostering growth,\nand enhancing the company’s reputation. To further her professional development, she is currently pursuing a Bachelor of Business\nAdministration, equipping her with advanced skills to apply in her role.\n\n** **\n\n**Family Relationships**\n\n \n\nThere are no family relationships among any of\nour directors or executive officers as defined in Item 401 of Regulation S-K.\n\n** **\n\n**Election of Officers**\n\n \n\nOur executive officers are appointed by, and\nserve at the discretion of, our board of directors.\n\n** **\n\n**Board of Directors**\n\n \n\nOur board of directors consists of four directors,\nthree of whom are independent as such term is defined by the Nasdaq Capital Market. All current directors will continue to serve as directors.\n\n \n\nThe Company may by ordinary resolution appoint\nany person to be a director. The board of directors may, by the affirmative vote of a simple majority of the remaining directors present\nand voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board or as an addition to the board\nof directors. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner\nvacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written\nagreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision. A director\nmay be removed from office by ordinary resolution of shareholders, notwithstanding anything in our articles of association or in any\nagreement between the Company and such director (but without prejudice to any claim for damages under such agreement). A director’s\noffice shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies\nor is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the Company; (iv) without special\nleave of absence from the board, is absent from meetings of the board for three consecutive meetings and the board resolves that his\noffice be vacated; (v) is prohibited by law from being a director; and (vi) is removed from office pursuant to any other provision of\nour articles of association.\n\n \n\nA Director who is in any way, whether directly\nor indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature\nof his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member\nof any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with\nthat company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated.\nSubject to the Nasdaq rules and disqualification by the chairman of the relevant board meeting, a Director may vote in respect of any\ncontract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote\nshall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed\ncontract or transaction shall come before the meeting for consideration.\n\n** **\n\n**Board Committees**\n\n \n\nWe have established three committees under the\nboard of directors: an audit committee, a compensation committee and a nominating committee. We have adopted a charter for each of the\nthree committees. Copies of our committee charters are posted on our corporate investor relations website.\n\n \n\n85\n\n \n\n \n\nEach committee’s members and functions\nare described below.\n\n** **\n\n**Audit Committee.    **Our\naudit committee consists of Mr. Phua Zhi Yong, Mr. Tse Yin Sum, and Ms. Lai Yee Yee. Mr. Phua Zhi Yong is the chair of\nour audit committee. We have determined that Mr. Phua Zhi Yong qualifies as an “audit committee financial expert.” The\naudit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.\nThe audit committee is responsible for, among other things:\n\n \n\n●appointing the\nindependent auditors and pre-approving all auditing and non-auditing services permitted to\nbe performed by the independent auditors;\n\n \n\n●reviewing with\nthe independent auditors any audit problems or difficulties and management’s response;\n\n \n\n●discussing the\nannual audited financial statements with management and the independent auditors;\n\n \n\n●reviewing the\nadequacy 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\napproving all proposed related party transactions;\n\n \n\n●meeting separately\nand periodically with management and the independent auditors; and\n\n \n\n●monitoring compliance\nwith our code of business conduct and ethics, including reviewing the adequacy and effectiveness\nof our procedures to ensure proper compliance.\n\n** **\n\n**Compensation Committee.    **Our\ncompensation committee consists of Mr. Phua Zhi Yong, Mr. Tse Yin Sum, and Ms. Lai Yee Yee. Mr. Tse Yin Sum is the chair\nof our compensation committee. The compensation committee is responsible for, among other things:\n\n \n\n●reviewing and\napproving, 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\nrecommending to the shareholders for determination with respect to the compensation of our\ndirectors;\n\n \n\n●reviewing periodically\nand approving any incentive compensation or equity plans, programs or similar arrangements;\nand\n\n \n\n●selecting compensation\nconsultant, legal counsel or other adviser only after taking into consideration all factors\nrelevant to that person’s independence from management.\n\n** **\n\n**Nominating Committee.    **Our\nnominating committee consists of Mr. Phua Zhi Yong, Mr. Tse Yin Sum, and Ms. Lai Yee Yee. Ms. Lai Yee Yee is the chair of our\nnominating committee. The nominating committee assists the board of directors in selecting individuals qualified to become our directors\nand in determining the composition of the board and its committees. The nominating committee is responsible for, among other things:\n\n \n\n●selecting and\nrecommending to the board nominees for election by the shareholders or appointment by the\nboard;\n\n \n\n●reviewing annually\nwith the board the current composition of the board with regards to characteristics such\nas independence, knowledge, skills, experience and diversity;\n\n \n\n●making recommendations\non the frequency and structure of board meetings and monitoring the functioning of the committees\nof the board; and\n\n \n\n●advising the board\nperiodically with regards to significant developments in the law and practice of corporate\ngovernance as well as our compliance with applicable laws and regulations and making recommendations\nto the board on all matters of corporate governance and on any remedial action to be taken.\n\n** **\n\n86\n\n \n\n** **\n\n**Powers and Duties of Directors**\n\n \n\nUnder Cayman Islands law, our board of directors\nhas the powers necessary for managing, and for directing and supervising, our business affairs. In accordance with the Second Amended\nand Restated Memorandum and Articles of Association, the powers of our board of directors include, among others:\n\n \n\n●convening general\nmeetings;\n\n \n\n●declaring dividends\n(including interim dividends) and distributions on shares of the Company issued and outstanding\nand authorize payment of the same out of the funds of the Company lawfully available therefor;\n\n \n\n●appointing and\nremoving any natural person or corporation, whether or not a director to hold such office\nin our Company as the directors may think necessary for the administration of our Company;\n\n \n\n●exercising all\nthe powers of the Company to borrow money and to raise or borrow money and to mortgage or\ncharge its undertaking, property and assets (present and future) and uncalled capital or\nany part thereof, to issue debentures, debenture stock, bonds and other securities, whether\noutright or as collateral security for any debt, liability or obligation of the Company or\nof any third party; and\n\n \n\n●approving the\ntransfer of shares in our company.\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 our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our Company\na duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable\ncircumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill\nthan may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards\nan objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\nIn fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, 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. In limited exceptional\ncircumstances, 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**Interested Transactions**\n\n \n\nA Director who is in any way, whether directly\nor indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature\nof his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member\nof any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with\nthat company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated.\nSubject to the Nasdaq rules and disqualification by the chairman of the relevant board meeting, a Director may vote in respect of any\ncontract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote\nshall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed\ncontract or transaction shall come before the meeting for consideration.\n\n** **\n\n**Foreign Private Issuer Exemption**\n\n \n\nWe are a “foreign private issuer,”\nas defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country\ngovernance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose\nto take advantage of the following exemptions afforded to foreign private issuers:\n\n \n\n●Exemption from\nfiling quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A\nor 14C in connection with annual or special meetings of shareholders, from providing current\nreports on Form 8-K disclosing significant events within four days of their occurrence,\nand from the disclosure requirements of Regulation FD.\n\n \n\n87\n\n \n\n \n\n●Exemption from\nSection 16 rules regarding sales of Class A Ordinary Shares by insiders, which will\nprovide less data in this regard than shareholders of U.S. companies that are subject\nto the Exchange Act.\n\n \n\n●Exemption from\nNasdaq rules applicable to domestic issuers requiring disclosure within four business days\nof any determination to grant a waiver of the code of business conduct and ethics to directors\nand officers. Although we will require board approval of any such waiver, we may choose not\nto disclose the waiver in the manner set forth in Nasdaq rules, as permitted by the foreign\nprivate issuer exemption.\n\n \n\n●Exemption from\nthe requirement that our board of directors have a compensation committee that is composed\nentirely of independent directors with a written charter addressing the committee’s\npurpose and responsibilities.\n\n \n\n●Exemption from\nthe requirements that director nominees are selected, or recommended for selection by our\nboard of directors, either by (1) independent directors constituting a majority of our\nboard of directors’ independent directors in a vote in which only independent directors\nparticipate, or (2) a committee comprised solely of independent directors, and that\na formal written charter or board resolution, as applicable, addressing the nominations process\nis adopted.\n\n \n\nFurthermore, Nasdaq Rule 5615(a)(3) provides\nthat a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules\nin the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification\nof Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we intend to have an audit committee\nthat satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).\nIf we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have\nthe same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.\nIf we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.\n\n \n\nAlthough we are permitted to follow certain corporate\ngovernance rules that conform to Cayman Islands requirements in lieu of many of Nasdaq corporate governance rules, we intend to comply\nwith Nasdaq corporate governance rules applicable to foreign private issuers.\n\n** **\n\n**Code of Conduct, Code of Ethics and Insider\nTrading Policy**\n\n \n\nWe have adopted (i) a written code of business\nconduct and ethics and (ii) Insider Trading Policy that applies to our Directors, officers, and employees, including our chief executive\nofficer, chief financial officer, principal accounting officer or controller or persons performing similar functions. A current copy\nof this code and insider trading policy is posted on the Corporate Governance section of our website, which is located at *www.meganmezanin.com**.***\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\ncorporate governance rules of Nasdaq.\n\n** **\n\n**Qualification**\n\n \n\nThere are no shareholding qualifications for\ndirectors. Further, there are no shareholding qualifications for directors unless so fixed by us in a general meeting. There are no other\narrangements or understandings pursuant to which our directors are selected or nominated.\n\n** **\n\n**Involvement in Certain Legal Proceedings**\n\n \n\nTo the best of our knowledge, none of our directors\nor officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has any been a party\nto any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining\nthe person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation\nof federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our\ndiscussion below in “Related Party Transactions,” our directors and officers have not been involved in any transactions with\nus or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.\n\n** **\n\n88\n\n \n\n** **\n\n**EXECUTIVE COMPENSATION**\n\n** **\n\n**Compensation of Executive Directors and Executive\nOfficers**\n\n \n\nFor the financial year ended December 31,\n2025, we paid an aggregate of MYR 294,000 (US$72,485) in cash to our Executive Directors and Executive Officers.\n\n \n\nFor the financial year ended December 31,\n2024, we paid an aggregate of MYR 294,000.00 (US$65,779) in cash to our Executive Directors and Executive Officers.\n\n \n\nFor the financial year ended December 31,\n2023, we paid an aggregate of MYR 173,000.00 (US$37,688) in cash to our Executive Directors and Executive Officers.\n\n** **\n\n**Employment Agreements**\n\n** **\n\n**Employment Agreement between Mr. Darren\nHoo and MHL**\n\n \n\nEffective as of May 1, 2023, MHL\nentered into an Employment Agreement with Mr. Darren Hoo regarding his position of CEO of the Group. The agreement provides for\nan annual base salary of MYR 174,000 with the monthly payment of MYR 14,500, together with such additional discretionary bonus.\nMr. Darren Hoo’s employment will continue indefinitely, subject to termination by either party to the agreement upon\n1 months’ prior written notice or the equivalent salary in lieu of such notice.\n\n** **\n\n**Employment Agreement between Mr. Kai\nTie Ng and MHL**\n\n \n\nEffective as of August 1, 2023, MHL\nentered into an Employment Agreement with Mr. Kai Tie Ng regarding his position of CFO of the Group. The agreement provides for\nan annual base salary of MYR 120,000.00 with the monthly payment of MYR 10,000, together with such additional discretionary bonus.\nMr. Kai Tie Ng’s employment will continue indefinitely, subject to termination by either party to the agreement upon\n2 months’ prior written notice or the equivalent salary in lieu of such notice.\n\n** **\n\n**Directors’ Agreements**\n\n \n\nEach of our Directors has entered into a Director’s\nAgreement with the Company. The terms and conditions of such Directors’ Agreements are similar in all material aspects save for\nthe term. The Executive Director’s agreement is for an initial term of five (5) years and will continue until the Executive\nDirector’s successor is duly elected and qualified. Each independent director’s agreement is for an initial term of one (1) year\nand will continue until the Director’s successor is duly elected and qualified. Each Director will be up for re-election each year\nat the annual board meeting and, upon re-election, the terms, and provisions of his or her Director’s Agreement will remain in\nfull force and effect. Under the Directors’ Agreements, the Company agrees, to the maximum extent provided under applicable law,\nto indemnify the Directors against liabilities and expenses incurred in connection with any proceeding arising out of, or related to,\nthe Directors’ performance of their duties, other than any such losses incurred as a result of the Directors’ gross negligence\nor willful misconduct.\n\n \n\nWe do not pay Mr. Darren Hoo any additional\nannual compensation outside of his employment agreement with MMSB. Under the independent directors agreements, the initial aggregate\nannual salary that is payable to our independent directors is US$12,000.\n\n \n\nWe will also reimburse all directors for any\nout-of-pocket expenses incurred by them in connection with their services provided in such capacity. Other than as disclosed above, none\nof our Directors have entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination\nof employment.\n\n \n\n89"}