{"url_path":"/sec/tghl/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2024114/0001493152-26-023959-index.html","accession_number":"0001493152-26-023959","cik":"0002024114","ticker":"TGHL","issuer_name":"GrowHub Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024114/0001493152-26-023959-index.html","primary_entity_key":"0002024114","primary_entity_name":"GrowHub Ltd"},"word_count":5413,"has_tables":true,"body_markdown":"**Item\n6. Directors, Senior Management and Employees**\n\n \n\n**A.\nDirectors and senior management.** \n\n \n\nThe following table sets forth information regarding our directors\nand executive officers as of the date of this annual report. The business address of all of our directors and executive officers is 1\nPaya Lebar Link 4th Floor, Paya Lebar Quarter One, Singapore 408533.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nChan\nChoon Yew Lester\n \n47\n \nDirector,\nChief Executive Officer, and Chairman of the Board of Directors\n\nPoh\nChit Wen\n \n42\n \nChief\nFinancial Officer\n\nKim\nJi Yeon\n \n45\n \nIndependent\nDirector\n\nLiu\nWing Ki\n \n41\n \nIndependent\nDirector\n\nYam\nYuet Hang\n \n37\n \nIndependent\nDirector\n\nJiao\nJie\n \n45\n \nIndependent\nDirector\n\n** **\n\n40\n\n \n\n** **\n\n**Mr.\nChan Choon Yew Lester**has served as our Chairman of the Board of Directors, Director and Chief Executive Officer since April 2024.\nFrom July 2016 to December 2022, Mr. Chan served as the chief executive officer of Fund Singapore Pte Ltd, a financial institution engaged\nin equity-based crowdfunding platform, and venture capital fund management. From July 2009 to June 2016, Mr. Chan served as a director\nof BeaconRock Consultancy Pte. Ltd., a management consultancy service provider. Mr. Chan obtained a certificate of real property valuation\nfrom University of British Columbia, a Master of Business Administration degree from Singapore Management University, and a bachelor’s\ndegree in mechanical engineering as a major and technopreneurship as a minor from National University of Singapore, each of which was\nattained in 2016, 2012 and 2004, respectively.\n\n** **\n\n**Mr.\nPoh Chit Wen** has served as our Chief Financial Officer since December 2025. Mr. Poh served as senior manager at Sopa Technology Pte\nLtd., a subsidiary of Society Pass Incorporated (Nasdaq: SOPA) from June 2022 to December 2025, where he led and managed all workstreams\nrelated to the Society Pass Incorporated’s U.S. IPO and listing on Nasdaq, including SEC filings, audit coordination, financial\nreporting, and cross-functional project management. From August 2015 to June 2022, Mr. Poh served as assistant finance manager at Nautec\nGroup Pte Ltd, where he covered regional group entities in Singapore, Malaysia, Brunei, United Arab Emirates, Mexico, India and Australia.\n\n \n\nMr.\nPoh has been a Chartered Accountant of Singapore since 2005 and obtained a bachelor’s degree in accounting from the University\nof Hertfordshire in 2001.\n\n** **\n\n**Ms.\nKim Ji Yeon** has served as an independent director of our Board of Directors since February 2026. Ms. Kim served as Chief Executive\nOfficer of Duble J Company from November 2024 to December 2025. She previously served in strategy and promotion for CJ ENM, a Creative\nSolution Company, from September 2023 to September 2024, and in brand and content strategy for tvN and tvN Story from 2011 to 2023. Ms.\nKim received a Bachelor’s degree from Yonsei University’s department of media and communications in 2004.\n\n \n\n**Ms.\nLiu Wing Ki** has served as an independent director of our Board of Directors since February 2026. Ms. Liu has served as Vice President\nat Sing Hoi International Holding since 2023, where she managed the company’s overall financial position. Prior to her role at\nSing Hoi, Ms. Liu was employed at Healthlase Medical Skin Centre from 2019 to 2020, where she was responsible for managing the company’s\nfinance and accounting matters. Ms. Liu received a Bachelor of Arts (Hons) in Accountancy from the University of Portsmouth in 2010.\n\n \n\n**Mr.\nYam Yuet Hang** has served as an independent director of our Board of Directors since December 2025. Mr. Yam has served as a managing\ndirector of Huiyou Business Services Limited, responsible for managing the corporate services business from October 2021 to the present\ndate. Since March 2025, November 2024 and February 2024, Mr. Yam has served as an independent non-executive director of Futian Holdings\nLimited, Litian Pictures Holdings Limited, and Fullwealth International Group Holdings Limited, respectively. Mr. Yam is also a director\nof Fullwealth Construction Tech Limited, Huamingxing Digital Hong Kong Limited, and Tung Koon District General Association Sheung Shui\nBranch Limited since May 2025, Sep 2025 and Jan 2018, respectively. Mr. Yam obtained a Bachelor in Accounting from Macquarie University\nin 2011, and a Master of Data Science and Business Statistics from the Chinese University of Hong Kong in 2017.\n\n \n\n**Ms.\nJiao Jie** has served as an independent director of our Board of Directors since December 2025. Ms. Jiao has extensive experience in\ninitial public offerings, private equity financing, and corporate finance and legal affairs. Ms. Jiao currently serves as an adviser\nto Play for Dream Inc. She is an independent non-executive director of EPI (Holdings) Limited (HKEX stock code: 689), LVGEM (China) Real\nEstate Investment Limited (HKEX stock code: 95), Palasino Holdings Limited (HKEX stock code: 2536) and Tianli Holdings Group Limited\n(HKEX stock code: 117). Ms. Jiao is also an independent non-executive director of TradeGo FinTech Limited (HKEX stock code: 8017), a\ncompany listed on the GEM of the Hong Kong Stock Exchange. She is independent director of Quhuo Limited (NASDAQ stock code: QH) and Amber\nInternational Holding Limited (NASDAQ stock code: AMBR).\n\n \n\nMs.\nJiao holds a Bachelor of Laws degree and a Bachelor of Economics degree from Peking University in the People’s Republic of China\n(the “PRC”) and a degree of Magister Juris from University of Oxford in the United Kingdom. Ms. Jiao is a CFA charterholder\nand has obtained the Legal Professional Qualification Certificate from the Ministry of Justice of the PRC. She is also a fellow member\nof CPA Australia.\n\n \n\n41\n\n \n\n \n\n**Family\nRelationships**\n\n \n\nAs\nof the date of this annual report, there are no family relationships among our Directors and executive officers.\n\n \n\n**Controlled\nCompany**\n\n \n\nMr. Chan Choon Yew Lester, our chief executive officer, director\nand chairman of the board of directors, through his wholly-owned entities, Initium Novum Capital Pte. Ltd., Vita Nova Ventures Pte. Ltd.\nAnd EMJ Capital Holdings Pte. Ltd., currently beneficially owns approximately 87.53% of the aggregate voting power of our outstanding\nordinary shares. As a result, we are a “controlled company” within the meaning of the Nasdaq listing rules. As a controlled\ncompany, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements,\nincluding:\n\n \n\n \n●\nthe\nrequirement that a majority of the board of directors consist of independent directors;\n\n \n\n \n●\nthe\nrequirement that our director nominees be selected or recommended solely by independent directors; and\n\n \n\n \n●\nthe\nrequirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely\nof independent directors with a written charter addressing the purposes and responsibilities of the committees.\n\n \n\nAlthough\nwe do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are a controlled company, we\ncould elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of\ncompanies that are subject to all of the corporate governance requirements of Nasdaq.\n\n \n\nAdditionally,\nour biggest shareholder, Mr. Chan Choon Yew Lester has the ability to control the outcome of matters submitted to the shareholders for\napproval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.\n\n \n\n**B.\nCompensation.**\n\n \n\nFor\nso long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic\ncompanies, including the requirement applicable to emerging growth companies to disclose the compensation of our executive officers\non an individual, rather than an aggregate, basis. For the years ended December 31, 2025, 2024 and 2023, we paid an aggregate\ncompensation of S$897,932 (approximately US$698,322), S$604,743 and S$474,092, respectively, to our executive officers and\ndirectors.  We have not set aside any amount to provide pension, retirement or other similar benefits to our executive officers\nand directors. We have also not made any agreements with our directors or executive officers to provide benefits upon termination of\nemployment.\n\n \n\n**C.\nBoard practices.**\n\n \n\n**Foreign\nPrivate Issuer** \n\n \n\nAt\nthe date of this annual report, we are a “foreign private issuer” under the SEC rules and Nasdaq rules. As a foreign private\nissuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers,\ndirectors, and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange\nAct. Also, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. However,\nwe will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual\nreport on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we will submit to\nthe SEC from time to time, on Form 6-K, reports of information that would likely be material to an investment decision in our Class A\nOrdinary Shares.\n\n \n\n42\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), except that we must comply with Nasdaq’s Notification\nof Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies\nRule 5605(c)(3), including having committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). The exemptions\nare subject to our disclosure of which requirements we are not following and the equivalent Cayman Islands requirements. Below are some\nof the exemptions afforded to foreign private issuers under the Nasdaq rules:\n\n \n\n \n●\nExemption\nfrom the requirement that we disclose within four business days of any determination to grant a waiver of the code of business conduct\nand ethics to directors and officers.\n\n \n \n \n\n \n●\nExemption\nfrom the requirement that our board of directors be composed of independent directors.\n\n \n \n \n\n \n●\nExemption\nfrom the requirement that our audit committee have a minimum of three members.\n\n \n \n \n\n \n●\nExemption\nfrom the requirement that we hold annual shareholders’ meetings.\n\n \n \n \n\n \n●\nExemption\nfrom the requirement that our board of directors have a remuneration committee composed entirely of independent directors with a\nwritten charter addressing the committee’s purpose and responsibilities.\n\n \n \n \n\n \n●\nExemption\nfrom the requirement that director nominees are selected, or recommended for selection by our board of directors, either by (i) independent\ndirectors constituting a majority of our board of directors’ independent directors in a vote in which only independent directors\nparticipate, or (ii) a committee comprised solely of independent directors and governed by a formal written charter or board resolution,\nas applicable, addressing the nomination process as adopted.\n\n \n\nWe\nintend to  comply with all of the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may in the future\ndecide to use the foreign private issuer exemption with respect to some or all of the other Nasdaq corporate governance rules. We also\nintend to comply with Cayman Islands corporate governance requirements under the Companies Act applicable to us at the same time. 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. We\nmay utilize these exemptions for as long as we continue to qualify as a foreign private issuer.\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors consists of seven directors. A director who is, directly or indirectly, interested in a contract or transaction or\nproposed contract or transaction with our Company shall declare the nature of his or her interest at a meeting of our directors. A director\nmay not vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested\ntherein but he or she may be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed\ncontract or transaction is considered. Our directors may exercise all the powers of our Company to issue debentures, debenture stock,\nbonds, and other securities, whether outright or as collateral security for any debt, liability or obligation of our Company or of any\nthird party. None of our non-executive directors have a service contract with us that provides for benefits upon termination of service.\n\n \n\nWe\nrecognize the importance and benefit of having a board of directors composed of highly talented and experienced individuals having regard\nto the need to foster and promote diversity among board members with respect to attributes such as gender, ethnicity and other factors.\nIn support of this goal, we will consider criteria that promote diversity, including with regard to gender, ethnicity, and other dimensions;\nand consider the level of representation of women on our board of directors along with other markers of diversity.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nUnder\nthe Nasdaq Listing Rules, a company of which more than 50% of the voting power is held by an individual, group or another company is\nconsidered a “controlled company.” At the date of this annual report, we are a “controlled company” as defined\nunder the Nasdaq rules. For so long as we remain a “controlled company,” we are permitted to elect not to comply with certain\nNasdaq corporate governance rules, including the requirement that a majority of our board of directors consist of “independent\ndirectors,” as defined under the Nasdaq rules, and the requirement that our compensation and nominating and corporate governance\ncommittees consist entirely of independent directors.\n\n \n\n43\n\n \n\n \n\nWe\nhave established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate\ngovernance committee. We have adopted a charter for each of the three committees.   Each committee’s members and functions\nare described below.\n\n \n\n*Audit\nCommittee.*Our audit committee consists of Kim Ji Yeon, Liu Wing Ki, Yam Yuet Hang and Jiao Jie.   Jiao\nJie is the chairperson of our audit committee. We have determined that each of our audit committee members satisfies the “independence”\nrequirements of Rule 5605(c)(2) of the Nasdaq rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We\nhave determined that Jiao Jie qualifies as an “audit committee financial expert” within the meaning of the SEC rules and\npossesses financial sophistication within the meaning of the Nasdaq rules. The audit committee will oversee our accounting and financial\nreporting processes and the audits of the financial statements of our Company. The audit committee will be responsible for, among other\nthings:\n\n \n\n \n●\nappointing\nthe independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n \n \n \n\n \n●\nreviewing\nwith the independent auditors any audit problems or difficulties and management’s response;\n\n \n \n \n\n \n●\ndiscussing\nthe annual audited financial statements with management and the independent auditors;\n\n \n \n \n\n \n●\nreviewing\nthe adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and\ncontrol major financial risk exposures;\n\n \n \n \n\n \n●\nreviewing\nand approving all proposed related-party transactions;\n\n \n \n \n\n \n●\nmeeting\nseparately and periodically with management and the independent auditors; and\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.\n\n \n\n*Compensation\nCommittee.*  Our compensation committee consists of Yam Yuet Hang, Kim Ji Yeon, Liu Wing Ki and Jiao Jie.\nYam Yuet Hang is the chairman of our compensation committee. We have determined that each of our compensation committee members satisfies\nthe “independence” requirements of Rule 5605(a)(2) of the Nasdaq rules. The compensation committee will assist the board\nin reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.\nOur chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation\ncommittee will be 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 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.*Our nominating and corporate governance committee consists of Yam Yuet Hang, Kim\nJi Yeon, Liu Wing Ki and Jiao Jie. Liu Wing Ki is the chairman of our nominating and corporate governance committee. We\nhave determined that each of our nominating and corporate governance committee members satisfies the “independence” requirements\nof Rule 5605(a)(2) of the Nasdaq rules. The nominating and corporate governance committee will assist the board of directors in selecting\nindividuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and\ncorporate governance committee will be responsible for, among other things:\n\n \n\n \n●\nselecting\nand recommending to the board nominees for election by the shareholders or appointment by the board;\n\n \n\n44\n\n \n\n \n\n \n●\nreviewing\nannually with the board the current composition of the board in regard to characteristics such as independence, knowledge, skills,\nexperience, and diversity;\n\n \n \n \n\n \n●\nmaking\nrecommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and\n\n \n \n \n\n \n●\nadvising\nthe board periodically in regard to significant developments in the law and practice of corporate governance, as well as our compliance\nwith applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial\naction to be taken.\n\n** **\n\n**Duties\nof Directors**\n\n \n\nUnder\nCayman Islands law, our directors owe fiduciary duties to our Company. These include, among others (i) duty to act in good faith in what\nthe director believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which\nthose powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion;\n(iv) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;\nand (v) duty to exercise independent judgment. In addition to the above, our directors also owe a duty to act with skill, care and diligence.\nThis duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience\nthat may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company\nand the general knowledge skill and experience which that director has. However, English and Commonwealth courts have moved towards an\nobjective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\nIn fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of\nassociation, as amended from time to time. Our Company has the right to seek damages if a duty owed by any of our directors is breached.\nIn limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is\nbreached.\n\n \n\nAs\nset out above, our 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\nOur\nboard of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions\nand powers of our board of directors include, among others:\n\n \n\n \n●\nconvening\nshareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;\n\n \n \n \n\n \n●\ndeclaring\ndividends and distributions;\n\n \n \n \n\n \n●\nappointing\nofficers and determining the term of office of the officers;\n\n \n \n \n\n \n●\nexercising\nthe borrowing powers of our company and mortgaging the property of our Company; and\n\n \n \n \n\n \n●\napproving\nthe transfer of shares (including Class A Ordinary Shares) in our Company, including the registration of such shares in our share\nregister.\n\n** **\n\n**Terms\nof Directors and Officers**\n\n \n\nOur\ndirectors may be elected by a resolution of our board of directors or by an ordinary resolution of our shareholders. Our directors are\nnot subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of our shareholders,\nunless the director is appointed on such express terms that he or she shall automatically retire from office (unless he has sooner vacated\noffice) at the next or a subsequent annual general meeting or upon any specified event or after any specified period). A director will\ncease to be a director automatically if, among other things, the director (i) becomes bankrupt or has a receiving order made against\nhim or suspends payment or compounds with his creditors generally, (ii) dies or is found by our Company to be or becomes of unsound mind,\n(iii) resigns his or her office by notice in writing to our company, or (iv)is removed from office pursuant to our articles of association.\n\n \n\nOur\nofficers are selected by and serve at the discretion of our board of directors.\n\n \n\n45\n\n \n\n \n\n**Qualification**\n\n \n\nThere\nis currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders\nby ordinary resolution.\n\n \n\n**Insider\nParticipation Concerning Executive Compensation**\n\n \n\nBefore\nthe establishment of our Compensation Committee, our chief executive officer, president and chairman, Mr. Chan Choon Yew Lester made\nall determinations regarding executive officer compensation from the inception of the Company. Since the establishment of our Compensation\nCommittee, it has been making all determinations regarding executive officer compensation (please see above).\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nTo\nthe best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings\ndescribed in subparagraph (f) of Item 401 of Regulation S-K. \n\n \n\n**Equity\nIncentive Plans**\n\n \n\n**2024\nEmployee Incentive Plan**\n\n** **\n\nOn October 2, 2024, we adopted the Employee Incentive Plan, or the\nPlan, to provide a wealth creation opportunity for the employees, advisors, consultants and directors in line with value creation for\nthe Company, drive retention of employees, advisors, consultants and directors for their continued association with the Company, and motivate\nemployees, advisors, consultants and directors by rewarding high performance. Under the Plan, the maximum aggregate number of Shares which\nmay be issued pursuant to all awards (including incentive share options) is 15% of the total issued Class A Ordinary Shares of our Company\nfrom time to time. As of December 31, 2025, none of this executed.\n\n \n\n46\n\n \n\n \n\nThe\nfollowing paragraphs summarize the key terms of the Plan:\n\n \n\n*Administration\nof the Plan*. The Plan will be administered by the Employee Incentive Plan Committee of the Company (the “Committee”)\nin its sole and absolute discretion with such powers and duties as are conferred on it by the Board from time to time. The Committee\nshall have the power, from time to time, to make and vary such regulations for the implementation and administration of this Plan as\nit in its absolute discretion deems fit. Any matter pertaining or pursuant to the Plan and any dispute as to the interpretation of the\nPlan or any rule, regulation, procedure thereunder or as to any rights under the Plan, shall be determined by the Committee and such\ndecision shall be final and binding.\n\n* *\n\n*Duration\nof the Plan*. The Plan may be terminated at any time by the Committee or, at the discretion of the Committee, by ordinary resolution\nof the Company, and if the Plan is so terminated, no further Options shall be offered hereunder.\n\n \n\n*Eligibility*.\nThe Committee shall in its sole and absolute discretion determine if a person is eligible to participate in the Plan, taking into consideration,\namong other things, role, seniority, length of service, performance history and potential contribution to the Company and/or any of its\nsubsidiaries, and such person shall at least be a confirmed employee of the Company and/or any of its subsidiaries, or an advisor, consultant\nor director of the Company and/or any of its subsidiaries, and who have attained the age of 21 years (the “Participant”).\n\n \n\n*Grant\nof Options.*An Option may be granted at any time as may be determined by the Committee in its sole and absolute discretion and may\nbe granted subject to such conditions as may be determined by the Committee in its absolute discretion.\n\n \n\n*Subscription\nPrice.* The subscription price payable for each Option Share in respect of which an Option is exercisable (the “Subscription\nPrice”) shall be determined by the Committee from time to time, provided that in no event shall the subscription price per Option\nShare be less than the par value of such Option Share.\n\n \n\n*Option\nperiod and vesting schedule.* Options shall be exercisable only after vesting. Subject to the occurrence of certain events, the lapsing\nor the expiry of options as detailed in the Plan, the Options shall be exercisable in whole or in part, before the expiry of seven years\nfrom the date of grant of the Option, or such other date as may be determined by the Committee. In the event the following occurs: (i)\nan initial public offering and listing of shares of the Company or a direct listing of shares of the Company (a “Listing”);\nor (ii) a change of control in the shares of the Company, (in the case of a Listing, subject to the provisions of the Plan) the Options\ngranted to such Participants shall immediately vest and the Committee will, as soon as practicable and prior to the completion of such\nevent, procure the allotment or transfer to each Participant of the relevant number of Option Shares. In the event of a Listing, subject\nto applicable law, the Articles of Association of the Company and the rules of the relevant securities exchange: the Participant (a)\nshall not, prior to the Listing, transfer any Option Shares without the prior written consent of the Committee; (b) shall not, prior\nto the Listing, transfer any Option Shares without first offering such Option Shares to the Company at a price and on terms no less favorable\nthan those offered to a third party purchaser whose identity shall be disclosed to the Committee; (c) shall agree to be bound by any\napplicable lock-up restrictions and/or moratorium requirements under applicable law and the rules of the relevant securities exchange,\nor as otherwise requested by the Committee, for the relevant lock-up period; and (d) may, following the Listing, transfer any Option\nShares held by such Participant at any time, subject to compliance with the Company’s Articles of Association.\n\n \n\n*Exercise\nof Options*. An Option may be exercised, in whole or in part, by a Participant giving notice in writing to the Company in or substantially\nin the form set out in the Plan, subject to modifications as the Committee may from time to time determine, accompanied by (i) a remittance\nfor the full amount of the aggregate Subscription Price payable in respect of all the Option Shares to be subscribed for upon exercise\nof the Option to the bank account of the Company, and (ii) any other documentation which the Committee may require in connection with\nan exercise of the Option.\n\n \n\n*Transfer\nRestrictions*. An Option shall be personal to the Participant to whom it is granted and, prior to the allotment and/or transfer to\nthe Participant of the Option Shares to which the Option relates, shall not be transferred (other than to a Participant’s personal\nrepresentative on the death of that Participant), charged, assigned, pledged or otherwise disposed of, in whole or in part, except with\nthe prior approval of the Committee. If a Participant shall do, suffer or permit any such act or thing as a result of which he would\nor might be deprived of any rights under an Option without the prior approval of the Committee, that Option shall immediately lapse.\n\n \n\n47\n\n \n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nAs\nof December 31, 2025 and 2024, we had no outstanding equity awards.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nOur\nboard of directors has adopted a code of business conduct and ethics applicable to all of our directors, officers, and employees. We\nhave made our code of business conduct and ethics publicly available on our website.\n\n \n\n**Compensation\nRecovery Policy**\n\n \n\nWe\nhave adopted a compensation recovery policy to provide for the recovery of erroneously-awarded incentive compensation, as required by\nthe Dodd-Frank Wall Street Reform and Consumer Protection Act, final SEC rules, and applicable listing standards.\n\n \n\n**D.\nEmployees.**\n\n \n\nSee\n“Item 4. Information on the Company—B. Business Overview—Employees.”\n\n \n\n**E.\nShare ownership.**\n\n \n\nThe\nfollowing table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange\nAct, of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this annual report for:\n\n \n\n \n●\neach\nof our directors and executive officers; and\n\n \n \n \n\n \n●\neach\nperson known to us to own beneficially more than 5% of our Class A Ordinary Shares or Class B Ordinary Shares.\n\n \n\nBeneficial ownership includes voting or investment power with respect\nto the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole\nvoting and investment power with respect to all Class A Ordinary Shares or and Class B Ordinary Shares shown as beneficially owned by\nthem. Percentage of beneficial ownership of each listed person is based on 14,866,470 Class A Ordinary Shares outstanding, and 10,433,340\nClass B Ordinary Shares outstanding as of the date of this annual report.\n\n \n\nInformation\nwith respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Class A Ordinary\nShares or Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires\nthat such person have voting or investment power with respect to securities. In computing the number of Class A Ordinary Shares beneficially\nowned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares underlying options, warrants, or\nconvertible securities, including Class B Ordinary Shares, held by each such person that are exercisable or convertible within 60 days\nof the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any\nother person.\n\n \n\n**Name of Beneficial Owners(1)** \nClass A Ordinary Shares Beneficially Owned  \nClass B Ordinary Shares Beneficially Owned  \n  \n\n  \nNumber  \n%  \nNumber  \n%  \n% of Total Voting Power \n\nDirectors and Executive Officers: \n    \n    \n    \n    \n   \n\nChan Choon Yew Lester(4) \n -  \n -  \n 10,433,340  \n 100.00% \n 87.53%\n\nAll directors and executive officers as a group \n -  \n -  \n 10,433,340  \n 100.00% \n 87.53%\n\n5% shareholders: \n    \n    \n    \n    \n   \n\nInitium Novum Capital \n -  \n -  \n 3,175,000  \n 30.43% \n 26.64%\n\nVita Nova Ventures \n -  \n -  \n 3,875,000  \n 37.14% \n 32.51%\n\nEMJ Capital Holdings \n -  \n -  \n 3,375,00  \n 32.35% \n 28.31%\n\n \n\n(1)\nUnless otherwise noted,\nthe business address of each of the following entities or individuals is 1 Paya Lebar Link 4th Floor, Paya Lebar Quarter\nOne, Singapore 408533.\n\n \n \n\n(2)\nApplicable percentage of\nownership is based on 25,299,810 Ordinary Shares, consisting of 14,866,470 Class A Ordinary Shares and 10,433,340 Class B Ordinary\nShares outstanding, assuming the Underwriter does not exercise the over-allotment option.\n\n \n \n\n(3)\nComprised of 8,340 Class\nB Ordinary Shares owned by Chan Choon Yew Lester of record and an aggregate of 10,425,000 Class B Ordinary Shares owned by Initium\nNovum Capital, Vita Nova Ventures and EMJ Capital Holdings, which entities are all wholly owned by Chan Choon Yew Lester. Therefore,\nChan Choon Yew Lester has the voting and dispositive control over the shares held by each of these entities.\n\n \n\nAs of the date of this annual report, approximately 25.22% of our issued\nand outstanding Class A Ordinary Shares are held in the United States by one record holder (CEDE & CO), representing 3.15% of the\naggregated voting power.\n\n \n\nWe\nare not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company. \n\n \n\n**F.\nDisclosure of a registrant’s action to recover erroneously awarded compensation.**\n\n \n\nNot\napplicable."}