{"url_path":"/sec/nwgl/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 **","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","accession_number":"0001493152-26-019023","cik":"0001948294","ticker":"NWGL","issuer_name":"CL Workshop Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","primary_entity_key":"0001948294","primary_entity_name":"CL Workshop Group Ltd"},"word_count":5732,"has_tables":true,"body_markdown":"**ITEM\n6.**\n**DIRECTORS,\nSENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**6.A.\nDirectors and Senior Management**\n\n \n\nThe\nfollowing table sets forth certain information regarding our directors and senior management during the year and as of the date of this\nannual report.\n\n \n\n**Directors\nand Executive officers**\n \n**Age**\n \n**Position**\n\nMs.\nLiying Wang\n \n30\n \nDirector,\nchairman of the Board *(appointed on Nov 3, 2025)*\n\nMs.\nHong Wang\n \n51\n \nDirector,\nChief financial officer *(appointed on Nov 3, 2025)*\n\nMr.\nHok Pan Se\n \n64\n \nDirector,\nchairman of the Board *(resigned on Nov 3, 2025)*\n\nMr.\nZhihua Liang\n \n60\n \nDirector,\nsenior consultant *(resigned on Nov 3, 2025)*\n\nMr.\nKam Pang Chim\n \n47\n \nChief\nfinancial officer *(resigned on Nov 3, 2025)*\n\nMr.\nHubei Song\n \n44\n \nChief\nexecutive officer *(resigned on Nov 3, 2025)*\n\nMr.\nHeung Ming Henry Wong\n \n55\n \nIndependent\nDirector\n\nDr.\nKin Shing Charles Lau\n \n70\n \nIndependent\nDirector\n\nMr.\nMu Xu\n \n32\n \nIndependent\nDirector\n\n \n\nBelow\nis a summary of the business experience of each of our executive officers and directors:\n\n** **\n\n**Ms.\nLiying Wang**, age 30, is our Director and our chief executive officer, and is primarily responsible for the overall strategic\ndirection, corporate management, and operational oversight of our Group. Ms. Wang holds a Bachelor’s Degree from Sichuan Fine Arts\nInstitute and brings approximately six years of experience in corporate management, creative design, and media operations.\n\n \n\nShe\nis currently the general manager and a director of Chongqing Chami Culture and Media Co., Ltd., a company she founded in 2023. In this\nrole, she has led the company’s overall strategic planning and operations, assembled a core team spanning creative design, marketing\npromotion, and customer service, defined key business directions including corporate brand visual design and new media content operations,\ncoordinated major projects from IP positioning and image design to derivative planning, and driven market expansion through partnerships\nwith local cultural institutions and media platforms to meet revenue targets.\n\n \n\nPrior\nto that, from 2022 to 2023, Ms. Wang served as general manager of Yingbing (Shanghai) Business Management Co., Ltd., where she oversaw\nbusiness management, corporate brand promotion, event planning, investment attraction strategies, project operations, and the optimization\nof merchant services and communication mechanisms.\n\n \n\nFrom\n2019 to 2022, she worked as a creative design editor at Chongqing Qiuyu Culture and Media Co., Ltd., focusing on graphic and short video\ncreative design, new media visual materials, 3D design, and dynamic visual design.\n\n** **\n\n**Ms.\nHong Wang**, age 51, is our Director and our chief financial officer, and is primarily responsible for overseeing the Group’s\nfinancial strategy, reporting, risk management, budgeting, and compliance functions. Ms. Wang holds a Bachelor’s Degree from Shandong\nUniversity and brings approximately seventeen years of experience in finance, accounting, cost control, and financial system development\nacross various industries.\n\n \n\nShe\nhas served as chief financial officer of Baishimi (Nanjing) Brand Management Co., Ltd. since 2021. In this role, she has led the optimization\nof financial processes, implemented strategic financial plans, enhanced profitability through refined management practices, and provided\nprofessional financial insights to support key business decisions.\n\n \n\nFrom\n2016 to 2020, Ms. Wang was chief financial officer of Nanjing Dayu Hotpot (Huofengxiang), where she planned and established the financial\nsystem for a chain enterprise, managed budgeting and cost control, conducted financial analysis and team leadership, and implemented\nrisk controls during the brand’s large-scale expansion.\n\n \n\nEarlier\nin her career, from 2008 to 2015, she worked as finance staff at Jinan Tianmao Construction Engineering Co., Ltd., handling daily financial\naccounting, fund management, tax declarations, and providing essential support for project cost control and financial compliance.\n\n \n\n42\n\n \n\n \n\n**Mr.\nHok Pan Se**, age 65, is our Director and chairman of the Board and resigned on November 3, 2025. Mr. Se began his career in the\nflooring products industry in 1995 and has over 20 years of experience in the flooring products industry. Since 2007, Mr. Se has been\na director and chairman of Nature Home Holding Company Limited (“**Nature Home**”), a company which was formerly listed\non The Stock Exchange of Hong Kong Limited (stock code: 2083) and privatized in October 2021. As at the date of this report, Mr. Se also\nheld the following prominent positions outside of our Group: member of the Standing Committee of the Gansu Provincial Committee of the\nChinese People’s Political Consultative Conference (CPPCC), one of the draftsmen for the National Standard for Solid Wood Flooring\nin China, vice-chairman of Flooring Committee of China Timber Circulation Association, member of the China Association for Quality Inspection,\nmember of the China Timber Standardization Technical Committee, honorary president of Macau General Association of Real Estate, vice\npresident of The Industry and Commerce Association of Macau as well as adjunct professor at Nanjing Forestry University. To recognize\nMr. Se’s contribution to the field, he has received the following awards: the Most Influential Figures in the 15-Year Development\nof China’s Flooring Industry (2010), 2015 Top Ten Persons of the Year in China’s Timber and Wood Products Industry, 2016\nWorld Flooring Industry Business Summit Outstanding Entrepreneur, 2016 Elected Person for China Home Furnishing Industry Hall of Fame,\n2016 Person of the China Economic News as well as Top Ten People in China’s Home Furnishing Industry in 2017.\n\n** **\n\n**Mr.\nZhihua Liang**, age 61, was our Director and senior consultant and resigned on November 3, 2025. Mr. Liang has extensive experience\nin the flooring industry as well as human resources and production management. Mr. Liang has been a director of our Group since January\n2018. Mr. Liang held different major positions in Nature Home and its subsidiaries (the “Nature Home Group”) from 2006 to\n2019, including serving as the general manager of human resources and the production department of the Nature Home Group. Mr. Liang was\nappointed as an executive director and the president of the Nature Home in January 2014 and ceased to be the president of Nature Home\nin February 2018. Mr. Liang was re-designated as a non-executive director of Nature Home since March 2019. He was awarded the “Foshan\nDacheng Entrepreneur” in 2019 and the “Outstanding Entrepreneur” in Gaogang District of Taizhou in 2017. Mr. Liang\nobtained his Bachelor of Preventive Medicine degree from the Guangdong Pharmaceutical University in July 1990.\n\n \n\n**Mr.\nKam Pang Chim**, age 48, was our chief financial officer Board and resigned on November 3, 2025. Mr. Chim has over ten years of\nexperience in finance performance control, multi-location finance team management and fundraising. Mr. Chim has worked as the chief financial\nofficer of a subsidiary of our Group since September 2019. Prior to joining our Group, from August 2009 to January 2019, Mr. Chim served\nin the positions of chief financial officer in an OTC trade public company in the U.S. and a then HK listed company, and was primarily\nresponsible for initial public offerings, strategic planning, business model development and finance management. Mr. Chim obtained his\nBachelor of Business Administration degree from Lingnan University in November 2003.\n\n \n\n**Mr.\nHubei Song,**aged 45, was our chief executive officer and resigned on November 3, 2025. He has over 20 years of experience in\nthe wood industry. He was employed by Nature Home (China) Co., Ltd. from 2004 to 2018 with his last position as the deputy general manager\nof the supply chain center of the company. He was primarily responsible for overseeing the management and operation of the supply chain.\nFrom 2019 to 2020, he was the executive vice president of the Company, and was responsible for overseeing the business development and\noperation of the Group. From 2021 to May 2024, he served as the deputy general manager of the production center of Nature Home (China)\nCo., Ltd. and was primarily responsible for strategic production planning. Mr. Song obtained an undergraduate degree in business philosophy\nfrom Peking University Shenzhen Graduate School.\n\n \n\n**Mr.\nHeung Ming Henry Wong,**age 55, has been appointed as our independent Director, and the chairman of each of the audit committee,\ncompensation committee and nominating and corporate governance committee since September 11, 2023. Mr. Wong has more than 29 years of\nexperience in finance, accounting, internal controls and corporate governance in Singapore, China and Hong Kong. Mr. Wong has served\nas an independent director of several listed companies on Nasdaq including E-Home Household Service Holding Ltd. (stock ticker: EJH)\nsince March 2023, Ostin Technology Group Co., Ltd. (stock ticker: OST) since April 2022, TD Holdings, Inc. (stock ticker: GLG) since\nAugust 2021. He also served as an independent director of Meihua International Medical Technologies Co., Ltd. (stock ticker: MHUA) from\nApril 2022 to June 2022. Mr. Wong has also been serving as an independent non-executive director for several listed companies in Hong\nKong including Sansheng Holdings (Group) Co. Ltd (stock code: 2183) since August 2022, Raffles Interiors Limited (stock code: 1376) since\nMarch 2020 which he became the non-executive chairman and the lead independent non-executive director since September 2022, Helens International\nHoldings Company Limited (stock code: 9896) since August 2021, and Shifang Holding Limited (stock code: 1831) from November 2010 to April\n2023.\n\n \n\n43\n\n \n\n \n\nMr.\nWong also worked as the chief financial officer and senior finance executives of various companies, including being the chief financial\nofficer of Meten Holding Group Ltd, a company listed on Nasdaq (stock ticker: METX), Frontier Services Group Limited, a company listed\nin Hong Kong (stock code: 0500) and Beijing Oriental Yuhong Waterproof Technology Co., Ltd., a leading waterproof materials manufacturer\nin China and a company listed on the Shenzhen Stock Exchange (stock code: 2271). Mr. Wong has been helping a number of companies listed\nin oversea stock exchanges including that of the United States and Hong Kong. Mr. Wong began his career in an international accounting\nfirm and moved along in audit fields by taking some senior positions both in internal and external audits including being a senior manager\nand a manager in PricewaterhouseCoopers, Beijing office and Deloitte Touche Tohmatsu, Hong Kong, respectively. Mr. Wong graduated from\nthe City University of Hong Kong in 1993 with a bachelor’s degree in Accountancy and also obtained a master’s degree in Electronic\nCommerce from The Open University of Hong Kong in 2003. He is a fellow member of the Association of Chartered Certified Accountants and\nthe Hong Kong Institute of Certified Public Accountants.\n\n \n\n**Dr.\nKin Shing Charles Lau,**age 70, has been appointed as our independent Director, and a member of each of the audit committee, compensation\ncommittee and nominating and corporate governance committee since September 11, 2023. Dr. Lau is a chartered accountant with over 35\nyears of corporate management experiences from multi-national firms, specializing in corporate governance, corporate finance, internal\ncontrol and risk management.\n\n \n\nDr.\nLau has been an independent non-executive director of Zibuyu Group Limited since October 2022, a company listing in Hong Kong (stock\ncode: 2420) and KOS International Holdings Limited since February 2021, a company listed in Hong Kong (stock code: 8042), and an independent\ndirector of Lingyi Itech (Guangdong) Company since June 2021, a company listed on the Shenzhen Stock Exchange (stock code: 2600). Dr.\nLau successively served as the chief financial officer, an executive director and the company secretary of Sitoy Group Holdings Limited\nfrom August 2015 to July 2021, a company listed in Hong Kong (stock code: 1023), and has been its non-executive director since August\n2021. From December 2013 to August 2015, he served as the chief operating officer of Imaginex Group, primarily responsible for financial\nmanagement and logistics services. Dr. Lau also worked at China Public Procurement Limited from December 2012 to March 2014 as its executive\ndirector, chief investment officer and company secretary, a company listed in Hong Kong (stock code: 1094). Prior to that, he successively\nserved as the chief financial officer and a joint company secretary of Miramar Hotel and Investment Company, Limited from March 2010\nto August 2012, a company listed in Hong Kong (stock code: 71). Before that, he served as a vice president and the internal control director\nof China Resources Enterprise Limited from February 2000 to April 2010, a company listed in Hong Kong (stock code: 291) (currently known\nas China Resources Beer (Holdings) Company Limited).\n\n \n\nDr.\nLau obtained a Bachelor’s degree in Accounting from Curtin University of Technology (currently known as Curtin University) in August\n1993, a Master of Business Administration degree from the University of South Australia in May 1998 and a Doctorate degree of Business\nAdministration from the University of Newcastle, Australia in July 2008. Dr. Lau was admitted as a Certified Practising Accountant by\nCPA Australia in March 2001 and a Certified Public Accountant by the Hong Kong Institute of Certified Public Accountants in July 2001.\nHe also became a fellow of CPA Australia in June 2001, a fellow of the Association of Chartered Certified Accountants in the United Kingdom\nin March 2003, and a fellow of the Chartered Professional Accountants of British Columbia in Canada in June 2015.\n\n \n\n**Mr.\nMu Xu,** age 32, has been appointed as our independent Director, and a member of each of the audit committee, compensation committee\nand nominating and corporate governance committee since September 11, 2023. Mr. Xu is a legal counsel in ZLF Law Office since October\n2020. Mr. Xu graduated from Liaoning University in 2015 with a Bachelor of Law degree and also obtained a Master of Law degree from Washington\nUniversity in 2016. After that, Mr. Xu obtained his Juris Doctor degree from the University of California, Davis in 2019. Mr. Xu is admitted\nto practice law in the State of New York.\n\nThe\nages and positions of other key employees of our Group are as follows:\n\n \n\n**Key\nemployees**\n \n**Age**\n \n**Position**\n\nMr.\nKa Wai Se\n \n32\n \nHead\nof sales department\n\nMr.\nKa Chun Se\n \n32\n \nHead\nof carbon credits department\n\nMr.\nPatrick Orain\n \n62\n \nHead\nof procurement\n\n \n\nBelow\nis a summary of the business experience of other key employees of our Group:\n\n \n\n**Mr.\nKa Wai Se,**age 32, is the head of sales department of a subsidiary of our Group and is primarily responsible for coordinating\nand planning our Group’s marketing and sales strategies. He is a son of Mr. Hok Pan Se, our former Director and chairman of the\nBoard. Mr. Se joined our Group in June 2017 as a project manager of customer relationship management system for flooring in China, and\nhas since June 2018 worked as the sales manager of Nature Wood China, being in charge of the sales in the European market. Prior to joining\nour Group, Mr. Se worked in Adfaith management consulting Inc from July to August 2014. Mr. Se obtained his Bachelor in Biotechnology\ndegree from University College London in September 2015, and obtained a Master of Research degree in computational methods in ecology\nand evolution from Imperial College London in September 2016.\n\n \n\n44\n\n \n\n \n\n**Mr.\nKa Chun Se,** age 32, is the head of carbon credits department of a subsidiary of our Group and is primarily responsible for planning\nand coordinating our Group’s carbon project. He is a son of Mr. Hok Pan Se, our Director and chairman of the Board. Mr. Se joined\nour Group in March 2023 as a director in coordinating and developing carbon initiatives. Prior to joining our Group, Mr. Se had several\nyears of experiences in the private equity sector in China, he worked as an associate with Co-Stone Capital Shenzhen from 2020 to 2022\nand as an analyst at Easy Home investment arm from 2017 to 2020 in Beijing. Mr. Se graduated with a Bachelor of Science degree in Economics\nfrom the University of Warwick and he went on to pursue a Master of Science degree in Economics and Strategy at Imperial College Business\nSchool, London.\n\n \n\n**Mr.\nPatrick Orain,**age 62, is the head of procurement of our Group’s subsidiary, Parquet Nature (France) S.A.R.L. since September\n2018, and is primarily responsible for the planning, design and procurement management of local products in France. Mr. Orain is the\nthird generation in his family to engage in the trading of wood. Prior to joining our Group, from 1984 to 2018, Mr. Orain worked as a\nwood trader in other companies, being responsible for exports of wood products.\n\n** **\n\n**Board\nDiversity**\n\n \n\nThe\ntable below provides certain information regarding the diversity of our board of directors as of the date of this annual report.\n\n \n\n**Board\nDiversity Matrix**\n\n \n \n \n\n**Country\nof Principal Executive Office**\n \nMacau\n\n**Foreign\nPrivate Issuer**\n \nYes\n\n**Disclosure\nProhibited Under Home Country Law**\n \nNo\n\n**Total\nNumber of Directors**\n \nFive\n\n \n\n \n \n**Female**\n \n**Male**\n \n**Non-Binary**\n \n**Did\nNot Disclose Gender**\n\n**Part\nI: Gender Identity**\n \n2\n \n3\n \n0\n \n0\n\n \n\n**Part\nII: Demographic Background**\n \n \n\n●\n**Underrepresented\nindividual in home country jurisdiction**\n \n0\n\n●\n**LGBTQ+**\n \n0\n\n●\n**Did\nnot disclose demographic background**\n \n0\n\n \n\nAs\nat the date of this report, our Company is in the course of identifying suitable female board candidates and intends to have at least\ntwo diverse Directors by December 31, 2026.\n\n \n\n**Family\nRelationships**\n\n \n\nNo\nexisting Director or executive officer has a family relationship as defined in Item 401 of Regulation S-K.\n\n \n\n**6.B.\nCompensation**\n\n \n\nSet\nforth below is the compensation paid during the fiscal year ended December 31, 2025, for each of our executive officers and directors:\n\n \n\nName \n2025\nCompensation \n\nMs. Liying Wang *(appointed as director and chief executive officer on Nov 3, 2025)* \n$21,667 \n\nMs. Hong Wang *(appointed as director and chief financial officer on Nov 3, 2025)* \n$2,145 \n\nMr. Hok Pan Se (*resigned as director and chairman of the Board on Nov 3, 2025)* \n$228,927 \n\nMr. Zhihua Liang *(resigned as director and senior consultant on Nov 3, 2025)* \n$12,000 \n\nMr. Kam Pang Chim *(resigned as chief financial officer on Nov 3, 2025)* \n$158,349 \n\nMr. Hubei Song *(resigned as chief executive officer on Nov 3, 2025)* \n$89,438 \n\nMr. Heung Ming Henry Wong \n$13,000 \n\nMr. Kin Shing Charles Lau \n$13,000 \n\nMr. Mu Xu \n$13,000 \n\nTotal \n$551,526 \n\n \n\nAs\nof the date of this report, we have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to\nour directors and executive officers.\n\n \n\n45\n\n \n\n \n\n**6.C.\nBoard Practices**\n\n \n\n**Term\nof Office**\n\n \n\nOur\ndirectors are appointed for a term expiring at the next-following annual general meeting of our shareholders or until they are removed\nfrom the office in accordance with our articles of association.\n\n** **\n\n**Employment\nAgreement with our executive officers**\n\n \n\nWe\nhave entered into employment agreements with each of our executive officers (other than Directors). The executive officers are entitled\nto a fixed salary and other company benefits, each as determined by the Board from time to time. We may terminate the employment of an\nexecutive officer under applicable laws and regulations.\n\n \n\nEach\nexecutive officer has agreed during and after the termination or expiry of his or her employment agreement, not to reveal to any person\nor use all information, know-how and records that is confidential or not, which may come to their knowledge during their employment,\nexcept as authorized or required by their duties to do so. The restriction shall cease to apply to information or knowledge which may\ncome into the public domain.\n\n \n\n**Directors\nService Contracts**\n\n \n\nOn\nNovember 3, 2025, we entered into Director Agreements (the “**Director Agreements**”) with each of our existing directors.\nThe term of each such appointment commenced from November 3, 2025 and shall continue until the director’s successor is duly elected\nor appointed and qualified or until the director’s earlier death, disqualification, resignation or removal from office, pursuant\nto the terms of the Director Agreement, the Company’s then current Memorandum and Articles of Association, as may be amended from\ntime to time, or any applicable laws, rules, or regulations. Each of our directors will receive a monthly remuneration of nil during\ntheir terms of service. None of the Director Agreements provides for benefits upon termination of appointment of our directors.\n\n \n\n**Committees\nof the Board**\n\n \n\nWe\nhave established and will maintain three committees under the board of directors: an audit committee, a compensation committee, and a\nnominating and corporate governance committee. We have adopted the charter for each of the three committees. Each committee’s members\nand functions are described below.\n\n \n\n*Audit\nCommittee*\n\n \n\nOur\naudit committee consists of Mr. Heung Ming Henry Wong, Dr. Kin Shing Charles Lau, and Mr. Mu Xu and is chaired by Mr. Heung Ming Henry\nWong. We have determined that each of these three Directors satisfies the “independence” requirements of the Nasdaq Listing\nRules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined\nthat Mr. Heung Ming Henry Wong qualifies as an “audit committee financial expert.” The audit committee oversees our accounting\nand financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:\n\n \n\n \n●\nselecting\nthe independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed\nby the independent registered public accounting firm;\n\n \n \n \n\n \n●\nreviewing\nwith the independent registered public accounting firm any audit problems or difficulties and management’s responses;\n\n \n \n \n\n \n●\nreviewing\nand approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;\n\n \n \n \n\n \n●\ndiscussing\nthe annual audited financial statements with management and the independent registered public accounting firm;\n\n \n \n \n\n \n●\nreviewing\nthe adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor\nand control major financial risk exposures;\n\n \n \n \n\n \n●\nannually\nreviewing and reassessing the adequacy of our audit committee charter;\n\n \n \n \n\n \n●\nmeeting\nseparately and periodically with management and the independent registered public accounting firm;\n\n \n \n \n\n \n●\nmonitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to\nensure proper compliance; and\n\n \n \n \n\n \n●\nreporting\nregularly to the board.\n\n \n\n46\n\n \n\n \n\n*Compensation\nCommittee*\n\n \n\nOur\ncompensation committee consists of Mr. Heung Ming Henry Wong, Dr. Kin Shing Charles Lau, and Mr. Mu Xu and is chaired by Mr. Heung Ming\nHenry Wong. We have determined that each of these three Directors satisfies the “independence” requirements of the Nasdaq\nListing Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms\nof compensation, relating to our Directors and executive officers. Our chief executive officer may not be present at any committee meeting\nduring which their compensation is deliberated upon. The compensation committee is responsible for, among other things:\n\n \n\n \n●\nreviewing\nand approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive\nofficers;\n\n \n \n \n\n \n●\nreviewing\nand recommending to the board for determination with respect to the compensation of our non-employee directors;\n\n \n \n \n\n \n●\nreviewing\nperiodically and approving any incentive compensation or equity plans, programs or other similar arrangements; and\n\n \n \n \n\n \n●\nselecting\ncompensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s\nindependence from management.\n\n \n\n*Nominating\nand Corporate Governance Committee*\n\n \n\nOur\nnominating and corporate governance committee consists of Mr. Heung Ming Henry Wong, Dr. Kin Shing Charles Lau, and Mr. Mu Xu and is\nchaired by Mr. Heung Ming Henry Wong. We have determined that each of these three Directors satisfies the “independence”\nrequirements of the Nasdaq Listing Rules. The nominating and corporate governance committee assists the board in selecting individuals\nqualified to become our Directors and in determining the composition of the board and its committees. The nominating and corporate governance\ncommittee is responsible for, among other things:\n\n \n\n \n●\nrecommending\nnominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;\n\n \n \n \n\n \n●\nreviewing\nannually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,\nexperience, expertise, diversity and availability of service to us;\n\n \n \n \n\n \n●\nselecting\nand recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as\nwell as of the nominating and corporate governance committee itself;\n\n \n \n \n\n \n●\ndeveloping\nand reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments\nin the law and practice of corporate governance and our compliance with such laws and practices; and\n\n \n \n \n\n \n●\nevaluating\nthe performance and effectiveness of the board as a whole.\n\n \n\n**Foreign\nPrivate Issuer Exemption**\n\n \n\nWe\nare a “foreign private issuer” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq,\nwe may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq\ncorporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:\n\n \n\n \n●\nExemption\nfrom filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual\nor special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4)\ndays of their occurrence, and from the disclosure requirements of Regulation FD.\n\n \n \n \n\n \n●\nExemption\nfrom Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders\nof U.S. companies that are subject to the Exchange Act.\n\n \n\n \n●\nExemption\nfrom the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant\na waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such\nwaiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private\nissuer exemption.\n\n \n\n47\n\n \n\n \n\nFurthermore,\nNasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices\nin lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s\nNotification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we 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). If\nwe rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the\nsame protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If\nwe 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\nPursuant\nto the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant\nto the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of\nthe Nasdaq Marketplace Rule 5600 Series, we elected to be exempt from the requirements:\n\n \n\n \n●\nNasdaq\nMarketplace Rule 5635(c) which requires a Nasdaq-listed company to obtain shareholder approval prior to the issuance of securities\nwhen a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or\nmaterially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain\nexceptions.\n\n \n\nExcept\nfor the foregoing, we endeavor to comply with the Nasdaq corporate governance practices and except for the foregoing, there is no significant\ndifference between our corporate governance practices and what the Nasdaq requires of domestic U.S. companies.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nBVI law, our Directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good\nfaith and with a view to our best interests. When exercising powers or performing duties as a director, the director is required to exercise\nthe care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation,\nthe nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken\nby him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree\nto the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act.\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nOn\nJanuary 1, 2026, the Company has adopted an equity incentive plan to assist the Group to attract, retain and provide incentives to key\nmanagement employees, directors, and consultants of the Company and its affiliates, and to align the interests of such persons with those\nof the Company’s shareholders. As of the date of this report, no option or award has been granted.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nCompany’s share option scheme (the “**Scheme**”) was adopted pursuant to an ordinary resolution of the shareholders\npassed on September 1, 2019 for the primary purpose of providing incentives to directors and eligible employees, which expired on September\n12, 2023. Under the Scheme, the directors of the Company may grant options to eligible employees, including directors of the Company\nand its subsidiaries, to subscribe for shares in the Company.\n\n \n\nAs\nat December 31, 2025, the number of shares in respect of which options had been granted and remained outstanding under the Scheme was\n1,880,000 (2024: 6,387,000), representing 1.4% (2024: 4.8%) of the shares of the Company in issue. The total number of shares in respect\nof which options may be granted under the Scheme is not permitted to exceed 10% of the shares of the Company in issue at any point in\ntime, without prior approval from the Company’s shareholders. The number of shares issued and to be issued in respect of which\noptions granted and may be granted to any individual in any one year is not permitted to exceed 1% of the shares of the Company in issue\nat any point in time, without prior approval from the Company’s shareholders.\n\n \n\n48\n\n \n\n \n\nOptions\ngranted must be taken up within 1 month of the date of grant, upon payment of HK$1 per option. Options may be exercised at any time from\nthe date of grant of the share option to the 10th anniversary of the date of grant. The exercise price is HK$4.661 per share\n(equivalent to HK$37.288 per ADS).\n\n \n\n**6.D.\nEmployees**\n\n \n\nAs\nof December 31, 2025, we had 40 full-time employees who were employed by our Group and were based in Peru, France, Hong Kong, Macau and\nChina, respectively. The following table sets forth a breakdown of our employees by function as of December 31, 2025:\n\n \n\n  \nPeru  \nFrance  \nHong Kong  \nMacau  \nChina  \nTotal \n\nManagement \n -  \n -  \n 1  \n 3  \n 6  \n 10 \n\nForest management \n 1  \n -  \n -  \n -  \n -  \n 1 \n\nSales and marketing \n -  \n -  \n 2  \n -  \n 6  \n 8 \n\nProduction \n -  \n -  \n -  \n -  \n 6  \n 6 \n\nProcurement and inventory \n -  \n 4  \n -  \n -  \n 2  \n 6 \n\nFinance \n 2  \n 1  \n -  \n -  \n 2  \n 5 \n\nAdministration and human resources \n -  \n -  \n -  \n -  \n 2  \n 2 \n\nQuality control \n -  \n -  \n -  \n -  \n 2  \n 2 \n\nTotal \n 3  \n 5  \n 3  \n 3  \n 26  \n 40 \n\n \n\nDuring\n2025, the company disposed Peru Forestry Management Co, Limited and its subsidiaries and a reduction in existing workforce. Consequently,\nthe number of employees fell from 151 as of December 31, 2024, to 40 as of December 31, 2025.\n\n \n\n**6.E.\nShare Ownership**\n\n \n\nThe\nfollowing table sets forth, as of the date of this report, the beneficial ownership of our ordinary shares by each executive officer\nand director, by each person known by us to beneficially own more than 5% of our ordinary shares and by the executive officers and directors\nas a group.\n\n \n\nWe\nhave adopted a dual-class share structure and our Ordinary Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares.\nEach Class A Ordinary Share is entitled to one vote. Each Class B Ordinary Share is entitled to fifty (50) votes, and is convertible\ninto one Class A Ordinary Share at any time at the option of the holder thereof. Class A Ordinary Shares are not convertible into Class\nB Ordinary Shares under any circumstances.\n\n \n\nExcept\nas otherwise indicated, all shares are owned directly and the percentage shown is based on 39,492,471 Class A Ordinary Shares and 92,932,850\nClass B Ordinary Shares issued and outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and includes\nvoting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing\nthe number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person\nhas the right to acquire within 60 days, including through the exercise of any option or other right or the conversion of any other security.\nHowever, these shares are not included in the computation of the percentage ownership of any other person.\n\n \n\n49\n\n \n\n \n\n  \nOrdinary Shares Beneficially Owned \n\n  \nNumber of Class A Ordinary Shares  \nNumber of Class B Ordinary Shares  \n% of Beneficial Ownership of Class A Ordinary Shares  \n% of Beneficial Ownership of Class B Ordinary Shares  \nVoting Power Percentage Owned \n\nDirectors and Executive Officers \n    \n    \n    \n    \n   \n\nLiying Wang (1)  \n -  \n 92,932,850  \n -  \n 100% \n 99.16%\n\nHong Wang \n -  \n -  \n -  \n -  \n - \n\nHeung Ming Henry Wong \n -  \n -  \n -  \n -  \n - \n\nMu Xu \n -  \n -  \n -  \n -  \n - \n\nKin Shing Charles Lau \n -  \n -  \n -  \n -  \n - \n\nAll directors and executive officers as a group (5 individuals) \n -  \n 92,932,850  \n -  \n 100% \n 99.16%\n\n  \n    \n    \n    \n    \n   \n\n5% and Greater Principal Shareholders: \n    \n    \n    \n    \n   \n\nTUTU Business Services Limited (1)  \n -  \n 92,932,850  \n -  \n 100% \n 99.16%\n\nYanxia Liang \n 1,980,542  \n -  \n 5.01% \n -  \n 0.04%\n\nHuiping Miao \n 5,000,000  \n -  \n 12.66% \n -  \n 0.11%\n\nGang Wang \n 5,866,480  \n -  \n 14.85% \n -  \n 0.13%\n\nLei Wang \n 3,300,011  \n -  \n 8.36% \n -  \n 0.07%\n\nXianfeng Li \n 5,894,296  \n -  \n 14.93% \n -  \n 0.13%\n\nYujuan Zhang \n 2,232,000  \n -  \n 5.65% \n -  \n 0.05%\n\n \n\n*\nFor\neach person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially\nowned by such person or group by the voting power of all our Class A Ordinary Shares and Class B Ordinary Shares as a single class.\nEach Class A Ordinary Share is entitled to one vote per share and each Class B Ordinary Share is entitled to fifty (50) votes per\nshare on all matters submitted. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances;\nwhile Class B Ordinary Shares shall be converted at the option of the holder into fully paid Class A Ordinary Shares on a one-to-one\nbasis.\n\n \n \n\n(1)\nTUTU\nBusiness Services Limited is owned as to 100% by Ms. Liying Wang who is our Director. Ms Liying Wang is deemed to hold the voting\nand dispositive power over the Class B Ordinary Shares held by TUTU Business Services Limited.\n\n \n\n**6.F.\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation**\n\n \n\nNot\napplicable."}