{"url_path":"/sec/qdmi/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":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1094032/0001213900-26-073119-index.html","accession_number":"0001213900-26-073119","cik":"0001094032","ticker":"QDMI","issuer_name":"QDM International Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1094032/0001213900-26-073119-index.html","primary_entity_key":"0001094032","primary_entity_name":"QDM International Inc."},"word_count":1687,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance.** \n\n \n\nThe following tables set forth the respective\npositions and ages of the directors, director nominee, and executive officers of the Company as of the date of this Report. Each director\nof the Company has been elected to hold office until the next annual meeting of shareholders and until his or her successor is duly elected\nand qualified.\n\n \n\n**Name**\n \n**Age** \n \n**Positions**\n\nHuihe Zheng\n \n45\n \nChairman of the Board, Chief Executive Officer and President\n\nWei Li\n \n41\n \nChief Financial Officer and Secretary\n\nTimothy Miles\n \n79\n \nDirector\n\nFawn Ren\n \n52\n \nDirector\n\nLei Sun\n \n47\n \nDirector Nominee\n\n \n\n**Biographical Information**\n\n \n\n**Huihe Zheng** has more than twenty years\nof experience in investment and wealth management. Mr. Zheng has served as Chairman of Shanghai Dingchan Industrial Co., Ltd., a\ncompany primarily engaged in wholesale and distribution of computer equipment and components since he founded the company in November 2013.\nMr. Zheng has served as Chief Executive Officer and Chairman of Shanghai Hewu Investment Management Co., Ltd., an investment company,\nsince he founded the company in January 2016. Mr. Zheng served as a director, Chief Executive Officer and President of 24/7\nKid from March 2020 to its dissolution in September 2022. From 1999 to 2016, Mr. Zheng primarily focused on securities\ntrading in stock markets in China and abroad for his own account. We believe Mr. Zheng’s experience in business management,\ninvestment and capital market qualifies him to serve on the Board.\n\n \n\n**Wei Li **has served as the Chief\nFinancial Officer and Secretary of the Company since August 5, 2024. Ms. Li has over 20 years of experience in accounting\nand management. Since October 2019, Ms. Li has been a Partner and the Chief Financial Officer of Beyond Consultancy Corporation,\na company that provides capital market solutions for companies planning to go public, assists companies in the preparation of their financial\nstatements in accordance with U.S. GAAP and provides consultation on accounting related matters. Since July 2025, Ms. Li has served\nas director of MaxsMaking Inc. (Nasdaq: MAMK), a China-based company focusing on manufacturing customized consumer goods. From August 2023\nto May 2024, Ms. Li served as Chief Financial Officer of Hongchang International Co., Ltd (OTC: HCIL), a company engaged in\ninternational food trade and processing, where she was responsible for the relevant matters during the reverse merger of the company.\nFrom April 2018 to February 2021, Ms. Li served as the Chief Financial Officer of Heyu Biological Technology Corporation (OTC: HYBT),\na Malaysian company specializing in cancer cell therapy, where she oversaw the financial management matters of the company. From March 2018\nto September 2019, Ms. Li served as an independent director of Dragon Victory International Limited (Nasdaq: LYL), a China-based crowdfunding\nplatform company. From December 2011 to July 2017, she served as the Chief Financial Officer of China Education Alliances, Inc.\n(formerly NYSE: CEU), an online education company, where she oversaw the financial management matters of the company. From August 2010\nto December 2011, Ms. Li worked as a senior consultant with PricewaterhouseCoopers, an international leading management consulting\nfirm, where she focused on risk and control functions and provided audit, internal control advice and SOX compliance services to both\npublic and private companies. From March 2006 to July 2010, Ms. Li served as senior auditor and tax advisor at RB Accountants,\nan accounting firm in Australia, where she provided financial auditing, planning and tax advice to both local and multinational companies.\nMs. Li held a bachelor’s degree in Business (Accountancy) from Queensland University Technology in Australia in 2006. She has been\na certified public accountant in Australia since 2010, and became a Fellow of Certified Practice Accountant (FCPA) in 2024.\n\n \n\n**Timothy Miles** has been the president\nand owner of Happiness Now Hypnosis LLC, a hypnotherapy company, since 2016. Mr. Miles has served as a director of the Company since\nJanuary 2020. From 1999 through 2016, Mr. Miles was the president of Littlepond Enterprises, Inc., a business consulting firm.\nMr. Miles attended the University of California at Davis, but did not receive a degree. We believe Mr. Miles’ decades’\nexperience in business management and consulting qualifies him to serve on the Board.\n\n \n\n56\n\n \n\n \n\n**Fawn Ren** has served as a director\nof the Company since November 6, 2024. Ms. Ren has more than 13 years’ experience in business consulting, management and\nfinancial services. Since September 2021, Ms. Ren has served as a Senior Manager at international client services group at PwC Cyprus,\na regional member firm of PricewaterhouseCoopers International Limited, a global professional service group. From September 2018 to August\n2021, Ms. Ren served as a Manager at private wealth group at PwC Cyprus. From December 2014 to August 2018, Ms. Ren was a Senior Associate\nI and II with private wealth group and assurance group at PwC Cyprus. From August 2011 to November 2014, Ms. Ren was an Associate with\nassurance and asset management group at PwC Boston. Ms. Ren holds a bachelor’s degree in Economics from University of Iowa and a\nMaster’s degree in Accounting from Bentley University. We believe Ms. Ren’s decades’ experience in financial and accounting\nservices and business consulting qualifies her to serve on the Board.\n\n \n\n**Lei Sun** will serve as a member\nof our board of directors upon commencement of trading of our shares of common stock on Nasdaq. Ms. Sun has extensive experience in management,\ncorporate finance, accounting, and corporate governance. Since June 2021, Mr. Sun has served as the executive director of Brickhill Capital\n(CY) Ltd, a regional branch in Cyprus of a multinational professional services provider specializing in investment, trading and brokerage,\nwhere she leads the local operation team and is responsible for the management and development strategy of the company. From December\n2014 to June 2021, Ms. Sun served as the China general manager of Brickhill Capital Ltd in China, where she was responsible for strategic\ndevelopment, financial control and budgeting and business development. From December 2013 to December 2014, Ms. Sun served as the China\nRegion Leader of Forex Time Ltd, a company specialized in services related to foreign currency exchange, where she was responsible for\nestablishing the sales team and for business development in China. Between 2007 through December 2013, Ms. Sun worked in management,\nbusiness development and marketing positions at various companies in Cyprus. Ms. Sun received her bachelor’s degree in Business\nLaw, Business Communication and International Trade from China International Business College in 1999 and a diploma in Business, Marketing\nand Public Relations and Accounting from Cyprus CTL Eurocollege in 2003. We believe that Ms. Sun is qualified to serve as a director\non the Board, based on her decades of experience in corporate finance, management and corporate governance.\n\n \n\n**Director Independence**\n\n \n\nWe are not currently listed on a national stock\nexchange and not required to maintain a majority of independent directors. We have submitted an application to list our common stock on\nNasdaq and our application is under review. as of the date of this Report.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships among our directors\nand executive officers.\n\n \n\n**The Board and Committees**\n\n \n\nWe are not required to maintain a majority of\nindependent directors under the rules applicable to companies that do not have securities listed or quoted on a national securities exchange.\nOur Board does not maintain a separate audit, nominating, or compensation committee. Functions customarily performed by such committees\nare performed by our board of directors as a whole.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nNone of our directors and executive officers have\nbeen involved in any of the following events during the past ten years:\n\n \n\n \n●\nany bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;\n\n \n \n \n\n \n●\nany conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n \n \n \n\n \n●\nbeing subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;\n\n \n\n57\n\n \n\n \n\n \n \n \n\n \n●\nbeing found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n \n \n\n \n●\nbeing subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or\n\n \n \n \n\n \n●\nbeing subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.\n\n \n\n**Code of Conduct and Ethics**\n\n \n\nWe currently do not have a Code of Ethics, but\nwill adopt a Code of Ethics and Business Conduct that is applicable to all of our employees, executive officers, and directors upon listing\nof our common stock on Nasdaq.\n\n \n\n**Delinquent Section 16(a) Reports**\n\n \n\nSection   16(a) of the Securities Exchange\nAct of 1934, as amended, requires the Company’s officers, directors and persons who beneficially own more than ten percent of its\ncommon stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish\nthe Company with copies of all Section 16(a) forms they file. Based solely on our review of such forms furnished to us, we believe that\nall reports applicable to our executive officers, directors and greater than ten percent beneficial owners were filed in a timely manner\nin accordance with Section 16(a) of the Exchange Act."}