{"url_path":"/sec/ofal/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","accession_number":"0001493152-26-033093","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","primary_entity_key":"0002036307","primary_entity_name":"OFA Group"},"word_count":3848,"has_tables":true,"body_markdown":"**ITEM\n10. Directors, Executive Officers and Corporate Governance**\n\n \n\nThe\nfollowing table sets forth information regarding our executive officers and directors as of the date of this report. Unless otherwise\nstated, the business address for our directors and executive officers is that of our principal executive offices at Unit B, 16/F, Easy\nTower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong.\n\n \n\n**Name**\n \n**Age**\n \n**Position\nwith our Company**\n\nLarry\nWong\n \n47\n \nChief\nExecutive Officer, Director\n\nKeith\nChong\n \n50\n \nChief\nTechnology Officer, Director\n\nThomas\nM Gaffney\n \n35\n \nChief\nOperations Officer\n\nErnest\nYeung\n \n51\n \nChief\nFinancial Officer\n\nJohn\nChiang\n \n62\n \nDirector\n\nAndrew\nScott\n \n56\n \nDirector\n\nErwin\nBaquiran Pineda\n \n60\n \nDirector\n\n \n\n**Li\nHsien “Larry” Wong** is a co-founder of the Company and has served as the Chief Executive Officer of our operating subsidiary\nsince 2013. With over 20 years in the industry, Mr. Wong has successfully completed hundreds of diverse architectural designs. His projects\nrange from residential to commercial and public spaces, with a specialization in creating innovative, sustainable solutions that address\ncontemporary challenges while setting new standards for architectural practice. From 2012 to 2013, Mr. Wong served as Design Director\nat Mold Architecture Limited. From 2010 to 2012, he served as Design Director at GHLW Architects Limited. From 2008 to 2010, he served\nas Associate at Index Architecture Limited. Beyond his professional achievements, Mr. Wong is also a mentor and advocate for the next\ngeneration of architects. He actively participates in industry events, sharing his knowledge and inspiring others to pursue innovation\nin their work. Mr. Wong received his bachelor’s degree in architecture from University of Southern California in 2003. We believe\nhe is well qualified to serve on our board due to his extensive architect design background.\n\n \n\n**Wai\nWong “Keith” Chong** is a co-founder of the Company and has served as the Chief Technology Officer of our operating subsidiary\nsince 2013. With over two decades of experience, Mr. Chong is a seasoned project architect and director, known for his exceptional skill\nin transforming blueprints into tangible realities. He has steered hundreds of projects from the drawing board to their completion, showcasing\nhis proficiency in managing complex architectural endeavors. From 2006 to 2008, Mr. Chong served as Architectural Administrator at Wong\nTung & Partners Ltd. From 2008 to 2013, he served as Project Manager at Sun Hung Kai Properties. Mr. Chong holds a bachelor’s\ndegree in architecture from University of Southern California in 2003. We believe he is well qualified to serve on our board due to his\nextensive architect design background.\n\n \n\n**Thomas\nGaffney** has served as Chief Operating Officer of the Company since March 2024. Mr. Gaffney is a corporate and securities attorney with over nine\nyears of experience representing and advising technology startups throughout their growth journey, from seed stage through IPO or strategic\nacquisition, with expertise encompassing venture capital financing, equity structuring, capital markets, digital assets, and real-world\nasset tokenization. At the Company, he oversees corporate and securities matters, the Company’s Hearth RWA tokenization platform, and\noperational oversight of the Company’s AI-powered architectural design tools. Mr. Gaffney owns minority membership interests in Greentree\nGlobal Advisors LLC and served as its Managing Member from March 2024 to September 2024. He has been serving as the founder and principal\nof Conduit Advisors, an advisory firm providing corporate, securities, and digital asset counsel, since December 2024. Since November\n2025, Mr. Gaffney serves as a director and chair of the Compensation Committee of 1776 Acquisition Corp, a special purpose acquisition\ncompany. Mr. Gaffney holds a bachelor’s degree in political science from the Pennsylvania State University and a Juris Doctor from the\nWake Forest University School of Law. He is a member of the State Bar of California.\n\n \n\n**Ernest\nYeung** has served as our Chief Financial Officer since July 2025. Mr. Yeung is the founder of Pasadena Advisory Company Limited, a\nconsulting firm specializing in IPO preparation and M&A advisory, since April 2024. Mr. Yeung has also been serving as the Portfolio\nCFO of CFO Centre Group, a consulting firm that provides part-time CFO service, since January 2022. From July 2019 to January 2022, Mr.\nYeung served as Country Head, Hong Kong of Boardroom Corporate Services (Hong Kong) Ltd., a corporate secretarial, accounting, payroll\nand consulting firm. From September 2016 to November 2018, Mr. Yeung served as Regional CFO, Asia of Flight Centre Travel Group Asia,\na travel management company. Mr. Yeung is a member of the American Institute of Certified Public Accountants (AICPA) and a finance professional\nwith over 20 years of experience in financial reporting, audit oversight, budgeting, M&A due diligence, internal controls implementation,\nand regulatory compliance. Mr. Yeung holds a Bachelor of Science in accounting from University of Southern California.\n\n \n\n87\n\n \n\n \n\n**John\nChiang** has served as our director since May 2025. Mr. Chiang has served on the boards of directors of Astrana Health, Inc. (Nasdaq: ASTH) (formerly\nApollo Medical Holdings, Inc.) since January 2019, Pasadena Private Lending, LLC since December 2023 (after serving on its advisory board\nsince February 2019), ChimeTV since June 2023, GrubMarket since February 2024, Century Housing since February 2024, and Foxx Development\nHoldings Inc. since November 2024. He also serves on the advisory boards of Adept Urban since January 2021 and AlphaX RE Capital since\nFebruary 2024. Mr. Chiang previously served as a director of Boom Interactive (May 2023 to March 2025), Chijet Motor Company, Inc. (June\n2023 to May 2024), Deep Medicine Acquisition Corp. (now TruGolf Holdings, Inc.) (October 2022 to January 2024), and Zeuss Technologies,\nInc. (January 2019 to March 2021), and on the advisory board of Calyx Peak Companies (February 2019 to December 2022). He also served\nas a Fellow at the University of Southern California Center for the Political Future during the fall of 2020. Mr. Chiang served as California\nState Treasurer from 2015 to 2019, California State Controller from 2007 to 2015, and as a member of the California State Board of Equalization\nfrom 1999 to 2006. He began his career as a tax law specialist with the Internal Revenue Service and later served as an attorney for then-California\nState Controller Gray Davis and on the staff of U.S. Senator Barbara Boxer. Mr. Chiang graduated with honors with a Bachelor of Science\nin Finance from the University of South Florida and received his Juris Doctor from Georgetown University Law Center. Mr. Chiang is well\nqualified to serve as a director due to his extensive finance, tax, legal, public service, and corporate governance experience.\n\n \n\n**Andrew\nScott** has served as our director since May 2025. Since August 2024, Mr. Scott has served as the President of Associated Underwater\nServices, a private diversified marine construction and inspection company. Prior to that, Mr. Scott spent approximately 30 years as\nan investment banker. From October 2017 to December 2023, he served as a managing director at ThinkEquity LLC, focusing on initial public\noffering, secondaries and up listings. From January 2014 to October 2017, he served as vice president at Fortress Biosciences, Inc. focusing\non business development. From December 2010 to January 2014, he served as vice president at Citius Pharmaceuticals, responsible for raising\ncapital. Prior to that, Mr. Scott worked at Maxim Group as an investment banker from November 2001 to December 2010. Mr. Scott holds\na bachelor’s degree in accounting from Rice University. Mr. Scott is well qualified to serve as a director due to his experience\nin investment banking and capital markets.\n\n \n\n**Erwin\nBaquiran Pineda** has served as our director since April 2026. Mr. Pineda is a real estate executive, entrepreneur, and community leader\nwith a strong track record of scaling organizations, building high-performing teams, and driving strategic growth. Since 2020, Mr. Pineda\nhas been serving as the Chief Executive Officer and Co-Founder of Coldwell Banker Exclusive, a real estate brokerage firm. From 2020\nto 2025, Mr. Pineda served as a member of the board of directors of Asian Business Association a non-profit organization dedicated to\nempowering Asian American entrepreneurs through advocacy, networking opportunities, and business development resources. Between 2016\nto 2024 he served as the member of the board of Center for the Pacific Asian Family a non-profit organization that provides multi-lingual\nand multi-cultural services to address domestic violence and sexual assault within the Asian and Pacific Islander communities. From 2000\nto 2020, Mr. Pineda served as a member of the board for Pacific Real Estate Properties a real estate brokerage firm. Mr. Pineda has a\nBachelor of Science degree in electrical engineering from University of California, Los Angeles.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no other family relationships among our directors and executive officers.\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nTo\nthe best of our knowledge, none of our directors or executives has, during the past ten years, been involved in any legal proceedings\nin subscription (f) of Item 401 of Regulation S-K.\n\n \n\n88\n\n \n\n \n\n**Board\nPractices**\n\n \n\nOur\nboard of directors consists of five directors. We have established an Audit Committee, a Nominating and Corporate Governance Committee\nand a Compensation Committee under the board of directors and adopted a charter for each of the three committees. Each of the committees\nof our board of directors has the composition and responsibilities described below. We also adopted an Executive Compensation Clawback\nPolicy, for which our Compensation Committee’s decisions will be final, conclusive, and binding on all of our executive officers.\n\n \n\n*Audit\nCommittee*\n\n \n\nMessrs.\nJohn Chiang, Andrew Scott and Erwin Baquiran Pineda serve as members of our Audit Committee with Andrew Scott serving as the chairman\nof the Audit Committee. Each of our Audit Committee members satisfies the “independence” requirements of the Nasdaq listing\nrules and meet the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors have determined that Erwin\nBaquiran Pineda possesses accounting or related financial management experience that qualifies him as an “audit committee financial\nexpert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting\nprocesses and the audits of our financial statements. Our Audit Committee will perform several functions, including:\n\n \n\n \n●\nevaluating\nthe independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;\n\n \n\n \n●\napproving\nthe plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit\nservice to be provided by the independent auditor;\n\n \n \n \n\n \n●\nmonitoring\nthe independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required\nby law;\n\n \n \n \n\n \n●\nreviewing\nthe financial statements to be included in our Annual Report on Form 20-F and Current Reports on Form 6-K and reviews with management\nand the independent auditors the results of the annual audit and reviews of our quarterly financial statements;\n\n \n \n \n\n \n●\noverseeing\nall aspects of our systems of internal accounting control and corporate governance functions on behalf of the board;\n\n \n \n \n\n \n●\nreviewing\nand approving in advance any proposed related-party transactions and report to the full Board on any approved transactions; and\n\n \n \n \n\n \n●\nproviding\noversight assistance in connection with legal, ethical and risk management compliance programs established by management and our\nboard of directors, including Sarbanes-Oxley Act implementation, and makes recommendations to our board of directors regarding corporate\ngovernance issues and policy decisions.\n\n \n\n*Compensation\nCommittee*\n\n \n\nMessrs.\nJohn Chiang, Erwin Baquiran Pineda and Andrew Scott serve as members of our Compensation Committee with Andrew Schott serving as the\nchairman of the Compensation Committee. Each of our Compensation Committee members satisfies the “independence” requirements\nof the Nasdaq listing rules. Our Compensation Committee is responsible for overseeing and making recommendations to our board of our\ndirectors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and\nrecommendations with respect to our compensation policies and practices.\n\n \n\nWe\nhave adopted an Executive Compensation Clawback Policy. The recovery of incentive-based compensation from an executive officer as provided\nfor in this policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material\nnoncompliance of Company with any financial reporting requirement under the United States securities laws, including any required accounting\nrestatement to correct an error in previously issued financial statements that is material to the previously issued financial statements,\nor that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period.\nOur Compensation Committee’s decisions with respect to this policy shall be final, conclusive, and binding on all of our executive\nofficers.\n\n \n\n89\n\n \n\n \n\n*Nominating\nand Corporate Governance Committee*\n\n \n\nMessrs.\nJohn Chiang, Erwin Baquiran Pineda and Andrew Scott serve as members of our Nominating and Corporate Governance Committee, with Andrew\nScott serving as the chairman of the Nominating and Corporate Governance Committee. Each of our Nominating and Corporate Governance Committee\nmembers satisfies the “independence” requirements of the Nasdaq listing rules. Our Nominating and Corporate Governance Committee\nis responsible for identifying and proposing new potential director nominees to the board of directors for consideration and reviewing\nour corporate governance policies.\n\n \n\n**Board\nOversight of Cybersecurity Risks**\n\n \n\nThe\nmanagement of the operation and the business affairs of a Cayman Islands company lies within the power of its board of directors. Directors\nof companies incorporated under the Companies Act are subject to both statutory obligations under the Companies Act as well as fiduciary\nduties under the common law to the extent applicable to Cayman Islands companies. In addition to the statutory duties which include duties\nsuch as reporting obligations, the maintenance of internal company registers, accounting requirements, etc., directors of Cayman Islands\ncompanies owe fiduciary duties including the duty to act in good faith and in the best interests of the company as well as a duty to\nact with care, skill and diligence under English common law principles. Maintaining sufficient protection against the increasing risks\nassociated with cybercrime is one of the key challenges to the commercial world and, the overseeing of cybersecurity risks falls within\nthe duties of the Company’s board of directors, including its independent directors. The directors oversee cybersecurity risks\nas of the date of this report.\n\n \n\nOur\nboard of directors plays an active role in monitoring cybersecurity risks and is committed to the prevention, timely detection, and mitigation\nof the effects of any such incidents on our operations. In addition to regular reports from each of the board’s committees, the\nboard receives regular reports from our management on material cybersecurity risks and the degree of our exposure to those risks. While\nthe board oversees our cybersecurity risk management, management is responsible for day-to-day risk management processes. Management\nalso works with third party service providers, i.e. software companies who provide software and antivirus supports to the Company to\nensure appropriate controls are in place and to regularly monitor network activities. We believe this division of responsibilities is\nthe most effective approach for addressing our cybersecurity risks and that our board leadership structure supports this approach.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nCayman Islands law, the directors owe certain statutory duties under the Companies Act, common law duties and fiduciary duties to our\ncompany. Under common law, our directors have a duty to exercise the care, diligence and skills that a reasonably prudent person would\nexercise in comparable circumstances. The fiduciary duties which our directors owe to our company are summarized as follows:\n\n \n\n \n(i)\nduty\nto act bona fide in what the director believes to be in the best interests of the company as a whole;\n\n \n \n \n\n \n(ii)\nduty\nto exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;\n\n \n \n \n\n \n(iii)\ndirectors\nshould not properly fetter the discretion to act in the best interest of the Company; and\n\n \n \n \n\n \n(iv)\nduty\nnot to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.\n\n \n\nIn\naddition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement\nto act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person\ncarrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience\nwhich that director has.\n\n \n\nAs\nset out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,\nor to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be\nforgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by\nway of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval\nat general meetings.\n\n \n\nAccordingly,\nas a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business\nopportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates\na particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the afore-mentioned conflicts\nwill be resolved in our favor. Furthermore, each of our officers and directors has pre-existing fiduciary obligations to other businesses\nof which they are officers or directors.\n\n \n\n90\n\n \n\n \n\nOur\ncompany has the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances\nhave the right to seek damages in our name if a duty owed by our directors is breached. You should refer to *“- Comparison of\nCayman Islands Corporate Law and U.S. Corporate Law”* for additional information on our standard of corporate governance under\nCayman Islands law.\n\n \n\n**Terms\nof Directors**\n\n \n\nOur\nofficers are appointed by and serve at the discretion of our board of directors. An appointment of our director may be on terms that\nsuch director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general\nmeeting or upon any specified event or after any specified period in a written agreement between us and the director, if any; but no\nsuch term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election\nat a meeting of the shareholders or re-appointment by the Board. The office of a director will be vacated automatically if, among other\nthings, the directors resigns in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or\nis found to be or becomes of unsound mind.\n\n \n\n**Code\nof Ethics**\n\n \n\nOFA\nhas a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer,\nprincipal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics is\navailable on OFA’s website.\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNone\nof OFA’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation\ncommittee of any entity that has one or more executive officers serving as a member of the Board.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nOn\nMay 15, 2025, (the “Policy”), which applies to all officers, directors, and employees of us and our subsidiary. The Policy\nprovides guidelines to employees, officers and directors of us and our subsidiaries with respect to transactions in our securities and\nthe procedures set forth therein is intended to help prevent insider trading and to assist the employees, officers and directors of us\nand our subsidiaries in complying with their obligations under the federal securities laws.\n\n \n\n**Attendance**\n\n \n\nThere\nwere four (4) meetings, exclusive of action by unanimous written consent, of the board of directors held during fiscal year 2026. Each\nof our directors attended all of the meetings of the board of directors held during fiscal year 2026, while such director was a member\nof the board of directors.\n\n \n\nThere\nwere four (4) meetings, exclusive of action by unanimous written consent, of the Audit Committee held during fiscal year 2026. Each of\nthe committee members attended all of the meetings of the Audit Committee held during fiscal year 2026 while such committee member served\non the Audit Committee.\n\n \n\nThere\nwas one (1) meeting, exclusive of action by unanimous written consent, of the Compensation Committee held during fiscal year 2026. Each\nof the committee members attended such meeting of the Compensation Committee held during fiscal year 2026.\n\n \n\nThere\nwere two (2) meetings, exclusive of action by unanimous written consent, of the Nominating and Corporate Governance Committee held during\nfiscal year 2026. Each of the committee members attended such meetings of the Nominating and Corporate Governance Committee held during\nfiscal year 2026.\n\n \n\n*Director\nAttendance at Annual Meeting of Stockholders*\n\n \n\nWe\ndo not have a formal policy regarding the attendance of our board members at our annual meetings of stockholders, but we expect all directors\nto make every effort to attend any meeting of stockholders.\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNone\nof our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other\ncommittee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of\ndirectors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee\nof our company.\n\n \n\n91\n\n \n\n \n\n**Clawback\nPolicy**\n\n \n\nIn\naccordance with SEC and Nasdaq requirements, we have adopted an Executive Compensation Clawback Policy. The recovery of incentive-based\ncompensation from an executive officer as provided for in this policy shall apply only in the event that the Company is required to prepare\nan accounting restatement due to the material noncompliance of Company with any financial reporting requirement under the United States\nsecurities laws, including any required accounting restatement to correct an error in previously issued financial statements that is\nmaterial to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in\nthe current period or left uncorrected in the current period. Our Compensation Committee’s decisions with respect to this policy\nshall be final, conclusive, and binding on all of our executive officers.\n\n \n\n**Section\n16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nSection\n16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership\nand reports of changes in ownership of our Ordinary Shares with the Commission. Directors, executive officers and ten percent stockholders\nare also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished\nto us and written representations from certain reporting persons, we believe that during the year ended March 31, 2026, all reports applicable\nto our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section\n16(a) of the Exchange Act, except the Form 3 for Ernest Yeung, Andrew Scott and Erwin Baquiran Pineda."}