{"url_path":"/sec/sxtc/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1723980/0001213900-26-074310-index.html","accession_number":"0001213900-26-074310","cik":"0001723980","ticker":"SXTC","issuer_name":"China SXT Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1723980/0001213900-26-074310-index.html","primary_entity_key":"0001723980","primary_entity_name":"China SXT Pharmaceuticals, Inc."},"word_count":6319,"has_tables":true,"body_markdown":"ITEM 6. DIRECTORS, SENIOR\nMANAGEMENT AND EMPLOYEES\n\n \n\n6.A. Directors, Executive Officers and Key\nEmployees\n\n \n\nSet forth below is information\nconcerning our directors, executive officers and other key employees. The following individuals are members of the Board and executive\nmanagement of the Registrant.\n\n \n\nName\n \nAge\n \nPosition(s)\n\nFeng Zhou\n \n35\n \nCo-Chief Executive\nOfficer and Director\n\nSimon Lim Sze Beng\n \n50\n \nCo- Chief Executive Officer\n\nXiaodong Pan\n \n49\n \nChief Financial Officer\n\nJun Zheng\n \n50\n \nDirector\n\nTong Liu\n \n48\n \nIndependent Director\n\nXiaodong Ji\n \n57\n \nIndependent Director\n\nYong Lip Chee\n \n38\n \nIndependent Director\n\n \n\nThe following is a brief\nbiography of each of our executive officers and directors:  \n\n \n\n*Executive Officers:*\n\n \n\nMr. Feng Zhou has been our\nCEO and director since July 4, 2017 and was changed to Co-CEO on January 20, 2025. He was the CEO of Taizhou Suxuantang, the VIE Entity\nfrom May 2017 to February, 2018. From January 2015 to May 2017, he was the vice manager of Taizhou Suxuantang. As vice manager of Taizhou\nSuxuantang, he was responsible for procurement and formulating a cost effective strategy for purchasing goods and services. Mr. Zhou\ngraduated from Logistical Engineering University of PLA and majored in Business Administration. We believe that Mr. Zhou should serve\nas a member of our board of directors due to the perspective and experience he brings as our founder, Chairman, and CEO, and as our largest\nand controlling shareholder.\n\n \n\n Mr. Simon Lim Sze Beng \nwas appointed as our Co-CEO on January 20, 2025. Mr. Simon Lim Sze Beng is an experienced professional in the healthcare sector. Since\n2019, he has served as a manager of Reform Medical Marketing Co., Limited, where he serves clients in medical, and healthcare sectors\nand promotes their products and services. From 2017 to 2019, he was the senior operations director at Axcel Digital, where he conducts\nmultichannel promotion for healthcare sector clients. He earned a bachelor’s degree in arts from Universiti Malaya in Malaysia\nin 2001.\n\n \n\nMr. Xiaodong Pan was appointed\nas our Chief Financial Officer on January 31, 2022. He has served as the Finance Director of Jiangsu Suxuantang Pharmaceutical Co., Ltd.,\nthe consolidated variable interests entity of the Company in China, since March 2015. Prior to that, Mr. Pan was the Financial Director\nof Taizhou Jieda Concrete Co., Ltd. from January 2007 to March 2015. Mr. Pan earned his Bachelor’s Degree in Accounting from Nanjing\nCollege of Economics in 2000, and obtained his Master’s Degree in Business Administration in 2021 from Nanjing Institute of Technology.\n\n \n\n*Non-Management Directors*\n\n \n\nMr. Jun Zheng has been appointed\nas our director upon closing of our IPO on December 31, 2018. Mr. Zheng was a sales area manager at Jiangxi Bo Shi Da Pharmaceutical\nCo., Ltd. from 1999 to 2004, and a department manager and deputy general manager at Taizhou Jiutian Pharmaceutical Co., Ltd. from the\n2005 to 2012. Mr. Zheng served as a general manager at Taizhou Renji Chinese Traditional Medicine Pieces Co., Ltd. from 2013 to 2015\nand a general manager at Jiangsu Health Pharmaceutical Investment Management Co., Ltd. from 2016 to 2017. Currently, Mr. Zheng is a vice\npresident at Taizhou Suxuantang. Mr. Zheng received his bachelor’s degree from Jiangnan University (Wuxi Light Industry University)\nin 1999.\n\n \n\nMr. Tong Liu was appointed\nas our independent director on May 10, 2022. He has worked at Beijing Yingke (Taizhou) Law Firm since December 2019. From June 2016 to\nNovember 2019, he worked at Jiangsu Puchen Law Firm. From October 2014 to June 2016, he worked at Jiangsu Bihong Law Firm. From December\n2010 to October 2014, he worked Jiangsu Suyi Law Firm. From September 2006 to December 2010, he worked at Jiangsu Zhushi law firm. Mr.\nLiu obtained his Bachelor of Law degree from Nanjing University in 2002.\n\n \n\nMr. Xiaodong Ji was appointed\nas our director on May 22, 2021. Mr. Ji established Jiangsu Sutaitang E-Commerce Co., Ltd. (“Sutaitang”) in October 2019\nand currently serves as the CEO of Sutaitang. He is also the deputy general manager of Jiangsu Health Pharmaceutical investment Co.,\nLtd. Mr. Ji has rich experience of two decades in corporation management, brand chain operation and marketing. Prior to joining us, Mr.\nJi has served as CEOs of Dongfang Purple Wine, Zhengde Pharmaceutical, China Belt and Road Shopping Mall Co., Ltd. (the subsidiary of\nZhong Zong Tou Group, “Shopping Mall”), respectively. Mr. Ji was responsible for the enterprise management and channel construction\nof Dongfang Purple Wine and Zhengde Pharmaceutical. Dongfang Purple Wine creates the fifth largest category of wine in China - Purple\nwine (purple wine is a fine wine made from mulberry fruit). Zhengde pharmaceutical is a brand channel enterprise controlled by Jilin\nZixin Pharmaceutical Industrial Co., Ltd. which is listed on Shenzhen Stock Exchange. Mr. Ji was in charge of the strategic planning\nand ecological chain construction of Shopping Mall, which is a world shopping mall system under the Belt and Road Initiative. Mr. Ji\nearned his bachelor degree from Beijing University of Chinese Medicine.\n\n \n\n64\n\n \n\n \n\nMr. Yong Lip Chee was appointed\nas our independent director on January 20, 2025. Mr. Yong Lip Chee has a background in sales and client relations within the healthcare\nsector. Since 2021, Mr. Yong has been an independent sales consultant, advising healthcare companies on market penetration strategies\nand distributor partnerships. From 2017 to 2021, he served as a sales supervisor at Winner Medical Hong Kong, where he promotes medical\nconsumables products to hospitals and private healthcare medical professionals and related users. He earned a bachelor’s degree\nin business administration from University Malaya in Malaysia in 2013.\n\n \n\nPursuant to our articles\nof association as amended, the minimum number of directors shall consist of not less than one person unless otherwise determined by the\nshareholders in a general meeting. Unless removed or re-appointed, each director shall be appointed for a term expiring at the next-following\nannual general meeting, if any is held. At any annual general meeting held, our directors will be elected by a majority vote of shareholders\neligible to vote at that meeting. At each annual general meeting, each director so elected shall hold office for a one-year term and\nuntil the election of their respective successors in office or removed.\n\n \n\nFamily Relationships\n\n \n\nNone of the directors or\nexecutive officers has a family relationship as defined in Item 401 of Regulation S-K.\n\n \n\nInvolvement in Certain Legal Proceedings\n\n \n\nTo the best of our knowledge,\nnone of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph\n(f) of Item 401 of Regulation S-K.\n\n \n\nBoard of Directors\n\n \n\nOur board of directors consists\nof 5 directors as of the date of this annual report.\n\n \n\nDuties of Directors\n\n \n\nUnder British Virgin Islands\nlaw, our directors have a duty to act honestly and in good faith and in what the director believes to be in our best interests. Our directors\nalso have a duty to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances. See “Description\nof Class A Ordinary Shares - Differences in Corporate Law” for additional information on our directors’ fiduciary duties\nunder British Virgin Islands law. In fulfilling their duty of care to us, our directors must ensure compliance with our M&A. We have\nthe right to seek damages if a duty owed by our directors is breached.\n\n \n\nA director must exercise\nhis powers as a director for a proper purpose and must not act, or agree to us acting, in a manner that contravenes the BC Act or the\nM&A. When exercising his powers or performing his duties as a director, a director is entitled to rely upon the register of members\nand upon books, records, financial statements and other information prepared or supplied, and on professional or expert advice given\nto him. However, such reliance is subject to the director acting in good faith, making proper enquiry where indicated by the circumstances\nand having no knowledge that reliance on the matter is not warranted. Under the BC Act, our directors have all the powers necessary for\nmanaging, and for directing and supervising, our business and affairs, including but not limited to exercising the borrowing powers of\nthe company and mortgaging the property of the company, as well as executing checks, promissory notes and other negotiable instruments\non behalf of the company.\n\n \n\nInterested Transactions\n\n \n\nA director may vote, attend\na board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director\nmust promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction\nwe have entered into or are to enter into. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting\nor a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of\nany specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure,\nand, after such general notice, it will not be necessary to give special notice relating to any particular transaction.\n\n \n\n65\n\n \n\n \n\nRemuneration and Borrowing\n\n \n\nThe directors may receive\nsuch remuneration as our board of directors may determine from time to time. Each director is entitled to be repaid or prepaid all traveling,\nhotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees\nof our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director. The\ncompensation committee will assist the directors in reviewing and approving the compensation structure for the directors. Our board of\ndirectors may exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part\nthereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability\nor obligation of the company or of any third party.\n\n \n\n6.B. Compensation\n\n \n\nSummary Compensation Table\n\n \n\nThe following table sets\nforth certain information with respect to compensation for the year ended March 31, 2026 earned by or paid to our directors and senior\nmanagement.\n\n \n\nName and Principal Position \nSalary\n($)  \nBonus\n($)  \nStock\nAwards\n($)  \nOption\nAwards\n($)  \nNon-Equity\nIncentive\nPlan\n\nCompensation  \nDeferred\nCompensation\nEarnings  \nOther  \nTotal\n($) \n\nFeng Zhou, Co-CEO and Director \n 50,000  \n -  \n -  \n -  \n -  \n -  \n -  \n 50,000 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nSimon\nLim Sze Beng, Co-CEO(1) \n    \n          \n         \n         \n            \n           \n          \n   \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nXiaodong\nPan, CFO (2) \n 50,000  \n -  \n -  \n -  \n -  \n -  \n -  \n 50,000 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nJunsong\nLi, Former Independent Director (3)  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nJun Zheng, Director \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nTong\nLiu, Independent Director (4) \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nXiaodong Ji, Independent Director \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nSongfan\nHe, Independent Director (5) \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nYong\nLip Chee, Independent Director (6) \n    \n    \n    \n    \n    \n    \n    \n   \n\n \n\n(1)\nSimon Lim Sze Beng assumed his position of Co-CEO of\nthe Company on January 20, 2025\n\n \n \n\n(2)\nXiaodong Pan assumed his position of CFO of the Company\non January 31, 2022.\n\n \n \n\n(3)\nJunsong Li resigned from his position of director of\nthe Company on May 9, 2022.\n\n \n \n\n(4)\nTong Liu assumed his position of director of the Company\non May 10, 2022.\n\n \n \n\n(5)\nSongfan He assumed his position of director of the\nCompany on May 10, 2022 and resigned from his position of director of the Company on January 20, 2025.\n\n \n \n\n(6)\nYong Lip Chee assumed his position of director of the\nCompany on January 20, 2025\n\n \n\n66\n\n \n\n \n\nAgreements with Named Executive Officers\n\n \n\nOn December 30, 2017, we\nentered into an employment agreement with our CEO, Mr. Feng Zhou, pursuant to which he receive an annual base salary of $50,000 Under\nthis employment agreement, Mr. Zhou is employed as our CEO for a term of five years, which automatically renews for additional one year\nterm unless previously terminated on three months written notice by either party. We may terminate the employment for cause, at any time,\nwithout notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or grossly\nnegligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officer\nwill not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive officer’s\nright to all other benefits will terminate, except as required by any applicable law. We may also terminate an executive officer’s\nemployment without cause upon one-month advance written notice. In such case of termination by us, we are required to provide compensation\nto the executive officer, including severance pay equal to 12 months of base salary. The executive officer may terminate the employment\nat any time with a one-month advance written notice if there is any significant change in the executive officer’s duties and responsibilities\nor a material reduction in the executive officer’s annual salary. In such case, the executive officer will be entitled to receive\ncompensation equivalent to 12 months of the executive officer’s base salary. In connection with the appointment of Mr. Simon Lim\nSze Beng as our Co-CEO, on January 20, 2025, the title of Mr. Zhou was changed from the CEO and Director to the Co-CEO and Director of\nthe Company.\n\n \n\nOn January 31, 2022, we entered\ninto an employment agreement with our CFO, Mr. Xiaodong Pan, pursuant to which he shall receive an annual base salary of $50,000 Under\nhis employment agreement, Mr. Pan is employed as our CFO for a term of five years, which automatically renews for additional one year\nterm unless previously terminated on three months written notice by either party. We may terminate the employment for cause, at any time,\nwithout notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or grossly\nnegligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officer\nwill not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive officer’s\nright to all other benefits will terminate, except as required by any applicable law. We may also terminate an executive officer’s\nemployment without cause upon one-month advance written notice. In such case of termination by us, we are required to provide compensation\nto the executive officer, including severance pay equal to 3 months of base salary. The executive officer may terminate the employment\nat any time with a one-month advance written notice if there is any significant change in the executive officer’s duties and responsibilities\nor a material reduction in the executive officer’s annual salary. In such case, the executive officer will be entitled to receive\ncompensation equivalent to 12 months of the executive officer’s base salary.\n\n \n\nOn January 20, 2025 we entered\ninto an employment agreement with our Co-CEO, Mr. Simon Lim Sze Beng, pursuant to which he receive an annual base salary of $50,000 Under\nthis employment agreement, Mr. Beng is employed as our Co-CEO for a term of five years, which automatically renews for additional one\nyear term unless previously terminated on three months written notice by either party. We may terminate the employment for cause, at\nany time, without notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony\nor grossly negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive\nofficer will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive\nofficer’s right to all other benefits will terminate, except as required by any applicable law. We may also terminate an executive\nofficer’s employment without cause upon one-month advance written notice. In such case of termination by us, we are required to\nprovide compensation to the executive officer, including severance pay equal to 12 months of base salary. The executive officer may terminate\nthe employment at any time with a one-month advance written notice if there is any significant change in the executive officer’s\nduties and responsibilities or a material reduction in the executive officer’s annual salary. In such case, the executive officer\nwill be entitled to receive compensation equivalent to 12 months of the executive officer’s base salary.\n\n \n\nEach executive officer has\nagreed to hold, both during and after the termination of his employment agreement, in strict confidence and not to use, except as required\nin the performance of his or her duties in connection with the employment, any of our confidential information or proprietary information\nof any third party received by us and for which we have confidential obligations.\n\n \n\n67\n\n \n\n \n\nIn addition, each executive\nofficer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his employment and for one year\nfollowing termination of the employment.\n\n \n\n6.C. Board Practices\n\n \n\nTerms of Directors and Executive Officers\n\n \n\nEach of our directors holds\noffice until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case\nsuch director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection.\nAll of our executive officers are appointed by and serve at the discretion of our board of directors.\n\n \n\nQualification\n\n \n\nThere are no membership qualifications\nfor directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting. There are\nno other arrangements or understandings pursuant to which our directors are selected or nominated.\n\n \n\nCommittees of the Board of Directors\n\n \n\nWe established an audit committee,\na compensation committee and a nominating and governance committee. Each of the committees of the Board have the composition and responsibilities\ndescribed below.\n\n \n\n*Audit Committee*\n\n \n\nMr. Yong Lip Chee, Mr. Tong\nLiu and Mr. Xiaodong Ji are members of our Audit Committee, where Mr. Yong Lip Chee, serves as the chairman. All members of our Audit\nCommittee satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of\naudit committees.\n\n \n\nWe adopted and approved a\ncharter for the Audit Committee prior to consummation of *our initial public offering*. In accordance with our Audit Committee\nCharter, our Audit Committee shall perform several functions, including:\n\n \n\n \n●\nevaluates the independence\nand performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;\n\n \n\n \n●\napproves the plan and fees\nfor the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be\nprovided by the independent auditor;\n\n \n\n \n●\nmonitors the independence\nof the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;\n\n \n\n \n●\nreviews the financial statements\nto be included in our Annual Reports on Form 20-F and semi-annual reports on Form 6-K and reviews with management and the independent\nauditors the results of the annual audit and reviews of our six-month financial statements;\n\n \n\n \n●\noversees all aspects our\nsystems of internal accounting control and corporate governance functions on behalf of the board;\n\n \n\n68\n\n \n\n \n\n \n●\nreviews and approves in\nadvance any proposed related-party transactions and report to the full Board on any approved transactions; and\n\n \n\n \n●\nprovides oversight assistance\nin connection with legal, ethical and risk management compliance programs established by management and the Board, including Sarbanes-Oxley\nAct implementation, and makes recommendations to the Board regarding corporate governance issues and policy decisions.\n\n \n\nIt is determined that Mr.\nYong Lip Chee 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.\n\n \n\n*Compensation Committee*\n\n \n\nMr. Tong Liu, Mr. Yong Lip\nChee, and Mr. Xiaodong Ji are members of our Compensation Committee and Mr. Tong Liu is the chairman. All members of our Compensation\nCommittee are qualified as independent under the current definition promulgated by NASDAQ. We adopted a charter for the Compensation\nCommittee prior to consummation of our initial public offering. In accordance with the Compensation Committee’s Charter, the Compensation\nCommittee shall be responsible for overseeing and making recommendations to the Board regarding the salaries and other compensation of\nour executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and\npractices.\n\n \n\n*Nominating and Governance Committee*\n\n \n\nMr. Xiaodong Ji, Mr. Tong\nLiu, and Mr. Yong Lip Chee are the members of our Nominating and Governance Committee where Mr. Xiaodong Ji serves as the chairman. All\nmembers of our Nominating and Governance Committee are qualified as independent under the current definition promulgated by NASDAQ. The\nBoard of Directors adopted and approved a charter for the Nominating and Governance Committee prior to consummation of our initial public\noffering. In accordance with the Nominating and Governance Committee’s Charter, the Nominating and Corporate Governance Committee\nshall be responsible to identity and propose new potential director nominees to the Board of Directors for consideration and review our\ncorporate governance policies.\n\n \n\n*Code of Conduct and Ethics*\n\n \n\nWe adopted a code of conduct\nand ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and NASDAQ rules.\n\n \n\n6.D. Employees\n\n \n\nSee the section entitled\n“Employees” in Item 4 above.\n\n \n\n6.E. Share Ownership\n\n \n\nThe following table sets\nforth information with respect to the beneficial ownership of our equity shares as of June 30, 2026 by each director and our senior\nmanagement executives. 32,218,077 Class A Ordinary Shares and 4 Class B Ordinary Shares were issued and outstanding as of June 30, 2026.\nBeneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to equity\nshares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all equity\nshares beneficially owned.\n\n \n\n69\n\n \n\n \n\nUnless otherwise indicated\nin the footnotes, the address for each principal shareholder is in the care of our Company at 178 Taidong Rd North, Taizhou, Jiangsu,\nChina.\n\n \n\n  \nClass A Ordinary Shares\nBeneficially\nOwned\nAs of June 30, 2026  \nClass B Ordinary Shares\nBeneficially Owned\nAs\nof June 30, 2026 \n\n  \nNumber  \nPercent  \nNumber  \nPercent \n\nDirectors and Executive Officers: \n   \n   \n   \n  \n\nFeng Zhou(1)\n  \n -  \n -% \n 4  \n 100%\n\nXiaodong Pan \n -  \n -  \n -  \n - \n\nJun Zheng \n -  \n -  \n -  \n - \n\nTong Liu \n -  \n -  \n -  \n - \n\nXiaodong Ji \n -  \n -  \n -  \n - \n\nYong Lip Chee \n -  \n -  \n -  \n - \n\nAll directors and executive officers as a group (6 persons) \n -  \n -% \n 4  \n 100%\n\n5% shareholder: \n    \n    \n    \n   \n\nChan Kean Keat \n 3,600,000  \n 9.42% \n -  \n - \n\nChin Chee Wen \n 3,500,000  \n 9.16% \n -  \n - \n\nChong Ling Shiang \n 3,600,000  \n 9.42% \n -  \n - \n\nDenny Marthin Tulenan \n 3,500,000  \n 9.16% \n -  \n - \n\nPhang Tet Sin \n 3,400,000  \n 8.90% \n -  \n - \n\nPhoong Seng Wai \n 3,600,000  \n 9.42% \n -  \n - \n\nSyak Nyun Phang \n 3,500,000  \n 9.16% \n -  \n - \n\nTantra Kurnawan Bun \n 3,700,000  \n 9.68% \n -  \n - \n\nTjhin Bui Min \n 3,300,000  \n 8.64% \n -  \n - \n\nTju Hon Khiong \n 3,300,000  \n 8.64% \n -  \n - \n\n  \n    \n    \n    \n   \n\nTotal share outstanding \n 32,218,077  \n 100% \n 4  \n 100%\n\n \n\n(1)\nFeng Zhou is the 100% owner\nof Feng Zhou Management Limited and therefore shall be deemed as the beneficial owner of shares held by such entity.\n\n \n\nOn May 10, 2022, the Company’s\nboard of directors approved an amended and restated memorandum and articles of association to effectuate a one-for-twenty (1-for-20)\nreverse split for its ordinary shares (the “2022 Reverse Split”). The amended and restated memorandum and articles of association\nbecame effective on May 19, 2022. The market effective date of 2022 Reverse Split was May 19, 2022, which was the first day when the\nCompany’s ordinary shares begin trading on a split-adjusted basis. The 2022 Reverse Split did not change the number of the Company’s\nauthorized preferred and ordinary shares, which remain as unlimited. As a result of the 2022 Reverse Split, the shareholders received\none new ordinary share of the Company, par value $0.08 each, for every twenty (20) shares they hold. No fractional ordinary shares were\nissued to any shareholders in connection with the reverse stock split. Each shareholder was entitled to receive one ordinary share in\nlieu of the fractional share that would have resulted from the reverse stock split. The share numbers in this annual report are all presented\non a post-split basis unless otherwise noted. Holders of ordinary shares are entitled to one vote per share.\n\n \n\nOn September 22, 2022, the\nCompany entered into certain securities purchase agreement (the “2022 SPA”) with Zhijun Xiao, a non-affiliate non-U.S. person,\npursuant to which Mr. Zhijun Xiao agreed to purchase 1,625,798 ordinary shares of the Company, par value $0.08 per share at a per share\npurchase price of $1.35. The gross proceeds of this transaction are $2,194,827.3, which has been paid in full. On the same date, Mr.\nZhijun Xiao entered into voting agreements (the “2022 Voting Agreements”) with Mr. Feng Zhou and Mr. Hao Xia. According to\nthe 2022 Voting Agreements, Mr. Zhijun Xiao irrevocably grants a power of attorney to, and entrust Mr. Zhou and Mr. Xia, respectively,\nfor the maximum period of time permitted by law, with all of Mr. Zhijun Xiao’s voting rights as a shareholder of the Company, including\nwithout limitation, in connection with the election of directors and approval of all corporate transactions which requires the approval\nof the Company’s shareholders.\n\n \n\n70\n\n \n\n \n\nOn February 22, 2023, the\nCompany entered into a securities purchase agreement (the “2023 SPA”) with Rising Sun Capital Ltd., a limited liability company\norganized under the laws of Australia, pursuant to which Rising Sun Capital Ltd. agreed to purchase 1,724,138 ordinary shares of the\nCompany, par value $0.08 per share at a per share purchase price of $0.58. The gross proceeds of this transaction are approximately $1\nmillion, which has not received by the Company as of the date of this annual report.  On the same date, Rising Sun Capital Ltd.\nentered into voting agreements (the “2023 Voting Agreements”) with Mr. Feng Zhou, who beneficially owns 1,732,048 Ordinary\nShares (including 1,625,798 ordinary shares he controls via the 2022 Voting Agreement with Mr. Zhijun Xiao dated September 22, 2022)\nas of the date of February 22, 2023. According to the 2023 Voting Agreement, Rising Sun Capital Ltd. irrevocably grants a power of attorney\nto, and entrusts Mr. Zhou for the maximum period of time permitted by law, with all of the Investor’s voting rights as a shareholder\nof the Company, including without limitation, in connection with the election of directors and approval of all corporate transactions\nwhich requires the approval of the Company’s shareholders.\n\n \n\nOn March 24, 2023, the Company\noffered and sold up to $1,374,712 of its Ordinary Shares, par value $0.08 each, issuable upon conversion of an unsecured convertible\npromissory note (the “2023 Note”). Ordinary Shares are issuable upon conversion of the 2023 Note which are currently held\nby Streeterville. The Company issued the 2023 Note pursuant a securities purchase agreement dated March 7, 2023, where the Company issued\nStreeterville an unsecured promissory note in the original principal amount of $2,126,666.67, convertible into ordinary shares of the\nCompany for $2,000,000.00 in gross proceeds. The shares issuable upon conversion of the 2023 Note may be offered for sale from time to\ntime by Streeterville. The Company will not receive proceeds from the sale of the underlying ordinary shares.\n\n \n\nOn September 11, 2023, the\nCompany’s board of directors approved an amended and restated memorandum and articles of association to (i) alter the par value\nof its ordinary shares from $0.08 per share to no par value each; and (ii) effectuate a one-for-twenty-five (1-for-25) reverse split\nfor its ordinary shares (the “2023 Reverse Split”). The market effective date of 2023 Reverse Split was October 5, 2023,\nwhich was the first day when the Company’s ordinary shares begin trading on a split-adjusted basis. The 2023 Reverse Split did\nnot change the number of the Company’s authorized preferred and ordinary shares, which remain as unlimited. As a result of 2023\nReverse Split, the shareholders received one new ordinary share of the Company, no par value each, for every twenty-five (25) shares\nthey hold. No fractional ordinary shares were issued to any shareholders in connection with the reverse stock split. Each shareholder\nwas entitled to receive one ordinary share in lieu of the fractional share that would have resulted from the reverse stock split.\n\n \n\nOn December 13, 2023, the\nCompany entered into a securities purchase agreement (the “December 2023 Purchase Agreement”) with Streeterville Capital,\nLLC (the “Investor”), pursuant to which the Company issued the Investor an unsecured promissory note on December 13, 2023\nin the original principal amount of $531,666.67 (the “December 2023 Note” ) convertible into Ordinary Shares, for $500,000.00\nin gross proceeds. Ordinary Shares are issuable upon conversion of the December 2023 Note which are currently held by Streeterville.\nThe shares issuable upon conversion of the December 2023 Note may be offered for sale from time to time by Streeterville. The Company\nwill not receive proceeds from the sale of the underlying Ordinary Shares.\n\n \n\nOn March 27, 2024, the Company\nentered into a securities purchase agreement (the “March 2024 Purchase Agreement”) with the Investor, pursuant to which the\nCompany issued the Investor an unsecured promissory note on March 27, 2024 in the original principal amount of $531,666.67 (the “March\n2024 Note”), convertible into Ordinary Shares of the Company, for $500,000.00 in gross proceeds. Ordinary Shares are issuable upon\nconversion of the March 2024 Note which are currently held by Streeterville. The shares issuable upon conversion of the March 2024 Note\nmay be offered for sale from time to time by Streeterville. The Company will not receive proceeds from the sale of the underlying Ordinary\nShares.\n\n \n\nOn May 9, 2024, the Company\nentered into a securities purchase agreement (the “May 2024 Purchase Agreement”) with Streeterville Capital, LLC, a Utah\nlimited liability company (the “Investor”), pursuant to which the Company issued the Investor an unsecured promissory note\non May 9, 2024 in the original principal amount of $797,500.00 (the “May 2024 Note”), convertible into ordinary shares, $0.08\npar value per share, of the Company (the “Ordinary Shares”), for $750,000.00 in gross proceeds. Ordinary Shares are issuable\nupon conversion of the May 2024 Note which are currently held by Streeterville. The shares issuable upon conversion of the May 2024 Note\nmay be offered for sale from time to time by Streeterville. The Company will not receive proceeds from the sale of the underlying Ordinary\nShares.\n\n \n\n71\n\n \n\n \n\nOn January 21, 2025, the\nCompany entered into a securities purchase agreement to sell 14,200,000 ordinary shares at $0.20 per share in a PIPE offering (the “January\n2025 PIPE”). Investors received warrants (the “January 2025 PIPE Warrants”) for 200% of their purchased shares. Separately,\nlenders who had provided a $1.84 million one-month loan on January 15, 2025, surrendered their repayment rights in exchange for PIPE\nshares through a January 21, 2025 surrender agreement. This transaction effectively converted the debt into equity as part of the January\n2025 PIPE financing arrangement. On March 13, 2025, the Company entered into a warrant exchange agreement with holders of 28,400,000\nJanuary 2025 PIPE Warrants issued on January 21, 2025. These January 2025 PIPE Warrants, adjusted for a reverse stock split and reset,\nwere exercisable for 1.52 ordinary shares each (totaling 43,134,871 shares at $0.66 per share). Under the agreement, the holders surrendered\nall 28,400,000 January 2025 PIPE Warrants for cancellation, and in exchange, the Company issued 11,225,000 ordinary shares to them. In\naddition, on February 25, 2025, the Company has further effectuated a one-for-eight (1:8) reverse split for its ordinary shares (the\n“2025 Reverse Split”). On September 29, 2023, the Company’s board of directors approved the elimination of par value\nfor its ordinary shares, and thereafter, no par value is assigned to the ordinary shares. Accordingly, the reverse stock splits effected\non October 5, 2023 and February 25, 2025 did not involve any change in par value for its ordinary shares, and as a result of the 2025\nReverse Split, the shareholders received one new ordinary share of the Company, no par value each, for every eight (8) shares they hold.\n\n \n\nOn May 5, 2025, the\nCompany entered into a securities purchase agreement with an investor, pursuant to which the Company agreed to sell and issue 200,000\nOrdinary Shares, with no par value, of the Company for $100,000 in gross proceeds.\n\n \n\nOn May 16, 2025, the Company\nentered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell and issue (i) 10,000,000\nOrdinary Shares, with no par value, of the Company; and (ii) Ordinary Share purchase warrants to purchase up to 100,000,000 Ordinary\nShares (the “May 2025 Warrants”); and (iii) up to 100,000,000 Ordinary Shares issuable upon exercise of the Warrants (the\n“Underlying Shares”). Each Ordinary Share is being sold together with two associated Warrants, each to purchase one Ordinary\nShare at a combined offering price of $0.51 per Ordinary Share and associated Warrants. From May 30 to June 2, 2025, certain investors\n(the “Investors”) have exercised their Warrants under the alternate cashless exercise provision. According to which,\nthe Investors may exercise the Warrants in exchange for 0.9 times the number of Ordinary Shares they would receive upon a standard cash\nexercise. Accordingly, the Company has cancelled the Warrants that were exercisable into 100,000,000 ordinary shares, and issued a total\nof 90,000,000 Underlying Shares to such Investors.\n\n \n\nOn July 28, 2025, the Company’s\nshareholders approved through an EGM an amended and restated memorandum and articles of association to create a new class of Class B\nOrdinary Shares and re-designation of the existing issued and unissued Ordinary Shares as Class A Ordinary Shares. It was approved to\nchange the Company’s authorized share capital to comprise of a dual class of shares through (i) creating a new class of shares\ncomprising unlimited Class B Ordinary Shares which entitle the holder to fifty (50) votes per Class B Ordinary Share on any resolution\nof shareholders; (ii) re-designating an aggregate of then issued 532 Ordinary Shares held by Feng Zhou Management Limited into 532 Class\nB Ordinary Shares (the “Re-designation of Class B Shares”); (iii) re-designating the remaining then issued 116,027,226 Ordinary\nShares as 116,027,226 Class A Ordinary Shares with no par value each.\n\n \n\nOn January 9, 2026, the Company\nentered into a securities purchase agreement (the “January 2026 Securities Purchase Agreement”) with certain institutional\ninvestor in connection with a registered direct offering for the offer and sale of 12,000,000 Class A Ordinary Shares and pre-funded\nwarrants to purchase 54,666,666 Class A Ordinary Shares (“Pre-Funded Warrants”), in the aggregate. Pursuant to the January\n2026 SPA, the Company also agreed to, amongst other things, adjustment terms in the Pre-Funded Warrants, issuance of the shares underlying\nthe Pre-Funded Warrants upon the exercise of the Pre-Funded Warrants, in accordance with the terms of the Pre-Funded Warrants, and the\nParties agreed to customary representations and warranties and agreements and indemnification rights and obligations. This offering was\nconsummated on January 13, 2026. The Company received net proceeds of approximately $9,110,000 from the Offering, after deducting offering\nexpenses payable by the Company, including placement agent fees, legal fees, and clearing fees.\n\n \n\n72\n\n \n\n \n\nOn April 7, 2026, the Company\nentered into a securities purchase agreement (the “April 2026 Securities Purchase Agreement”) with certain investors, pursuant\nto which the Company agreed to sell and issue 2,000,000 Class A Ordinary Shares of the Company. Aggregate gross proceeds to the Company\nin respect of the offering were approximately $760,000, before deducting other offering expenses payable by the Company.\n\n \n\nOn May 1, 2026, the Company\nentered into a Securities Purchase Agreement (the “May 2026 Securities Purchase Agreement”) with several “non-U.S.\nPersons” (as defined in Regulation S of the Securities Act of 1933, as amended) for a private placement of (i) 3,500,000 A Ordinary\nShares and (ii) 3,500,000 warrants (the “Warrants”, the Class A Ordinary Shares underlying such Warrants, the “Warrant\nShares”), with each to purchase one (1) Class A Ordinary Share at an exercise price of $1.00 per share. The gross proceeds from\nthis Offering were $3.5 million.\n\n \n\nAs of June 30, 2026, there\nwere 32,218,077 Class A Ordinary Shares and 4 Class B Ordinary\nShares issued and outstanding. \n\n \n\nWe are not aware of any arrangement\nthat may, at a subsequent date, result in a change of control of our Company.\n\n \n\nEquity Incentive Plans\n\n \n\n*2025 Equity Incentive Plan*\n\n* *\n\n*On March 21, 2025, the*board of directors adopted an equity incentive plan for our employees, directors and consultants (the “2025 Plan”). Under\nthe 2025 Plan, there are 2,064,490 Ordinary Shares available for issuance. As of the date of this annual report, we have issued 2,064,490\nOrdinary Shares available under such plan. A copy of the incentive plan was filed as Exhibit 4.6 to this annual report.\n\n* *\n\n*2024 Equity Incentive Plan*\n\n \n\nOn January 24, 2024, the\nboard of directors adopted an equity incentive plan for our employees, directors and consultants (the “2024 Plan”). Under\nthe 2024 Plan, there are 185,316 Ordinary Shares available for issuance. As of the date of this annual report, we have issued 185,316\nOrdinary Shares available under such plan. A copy of the incentive plan was filed as Exhibit 4.7 to this annual report.\n\n \n\n*2022 Equity Incentive Plan*\n\n \n\nOn March 15, 2022, the board\nof directors adopted an equity incentive plan for our employees, directors and consultants (the “2022 Plan”). Under the 2022\nPlan, there are 6,094,180 Ordinary Shares (12,188 shares retrospectively restated for effect of reverse stock split on May 19, 2022 and\nOctober 5, 2023) available for issuance. As of the date of this annual report, we have issued all the Ordinary Shares available under\nsuch plan. A copy of the incentive plan was filed as Exhibit 4.8 to this annual report."}