{"url_path":"/sec/tjgc/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":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","accession_number":"0001185185-26-003078","cik":"0001969928","ticker":"TJGC","issuer_name":"TJGC GROUP Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","primary_entity_key":"0001969928","primary_entity_name":"TJGC GROUP Ltd"},"word_count":4915,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A. Directors and Senior Management**\n\n \n\nSet forth below is information concerning our directors, executive\nofficers and other key employees as of the date of this annual report. \n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nBin Guo\n \n58\n \nChief Executive Officer and Director\n\nJuan Yang\n \n40\n \nChief Financial Officer and Director\n\nYi Wu\n \n40\n \nIndependent Director\n\nKe Tian\n \n45\n \nIndependent Director\n\nJunteng Lin\n \n47\n \nIndependent Director\n\n \n\n**Appointment and Departure of Certain Officers and Directors**\n\n \n\nOn July 31, 2025, Mr. Mok Ka Wah submitted his resignation, effective\nJuly 31 2025, from his position as Chief Financial Officer of the Company. Mr. Mok’s resignation does not arise from any disagreement\nwith the Company, on any matter relating to its operations, policies, or practices. The Board accepted the resignation of Mr. Mok from\nhis position as an officer of the Company.\n\n \n\nOn July 31, 2025, Mr. Siu Chun Pong submitted his resignation,\neffective July 31, 2025, from his position as a member of the Board. Mr. Siu’s resignation does not arise from any disagreement\nwith the Company, on any matter relating to its operations, policies, or practices. The Board accepted the resignation of Mr. Siu from\nhis position as a director of the Company. He will remain as a consultant to CTRL Media Limited, a wholly-owned subsidiary of the Company.\n\n** **\n\nEffective August 1, 2025, the Board appointed Ms. Yang Juan to\nserve as the Company’s Chief Financial Officer and as a director. The appointment of Ms. Yang as the Chief Financial Officer and\nas a director has no specific term and can be terminated by either Ms. Yang or the Company with one month advance notice.\n\n \n\nEffective as of October 31, 2025, Mr. Lau Chi\nFung resigned as Chief Executive Officer of the Company. Mr. Lau’s resignation does not arise from any disagreement with the Company\non any matter relating to its operations, policies, or practices. The Board accepted the resignation of Mr. Lau from his position as the\nprincipal executive officer of the Company.\n\n \n\nEffective as of October 31, 2025, Mr. IP Ka Hang\nand Mr. Lam Kai Kwan resigned from the Board. Neither resignation resulted from any disagreement with the Company on any matter relating\nto its operations, policies, or practices. The Board accepted the resignations of Messrs. IP and Lam from their respective positions\nas directors of the Company.\n\n \n\nEffective October 31, 2025, the Board appointed\nMs. Guo Bin to serve as the Company’s Chief Executive Officer and as a director. The appointment of Ms. Guo as the Chief Executive\nOfficer and as a director has no specific term and can be terminated by either Ms. Guo or the Company at any time without advance notice.\n\n \n\nEffective October 31, 2025, the Board appointed\nMr. Wu Yi to serve as an independent director in lieu of Mr. IP Ka Hang. The appointment has no specific term and can be terminated by\neither Mr. Wu or the Company at any time without advance notice.\n\n \n\nEffective as of June 30, 2026, Ms. Chan Ka Man\nand Mr. Lai Ho Yin resigned from the Board. Neither resignation resulted from any disagreement with the Company on any matter relating\nto its operations, policies, or practices. The Board accepted the resignations of Ms. Chan Ka Man and Mr. Lai Ho Yin from their respective\npositions as directors of the Company.\n\n \n\nEffective June30, 2026, the Board appointed Ms.\nTian Ke and Mr. Lin Junteng to serve as an independent director in lieu of Ms. Chan Ka Man and Mr. Lai Ho Yin. The appointment has no\nspecific term and can be terminated by either Ms. Tian Ke and Mr. Lin Junteng or the Company at any time without advance notice.\n\n \n\n54\n\n[Table of Contents](#toc)\n\n \n\nThe following is a brief biography of each of our executive officers\nand directors:\n\n \n\n**Executive Officers:**\n\n \n\n**Ms.\nBin Guo **was appointed as the Company’s Chief Executive\nOfficer and a director on October 31, 2025. Ms. Guo has over 20 years of experience in financial management and economic regulations.\nShe has served as the Administrative Manager of Shenzhen Huosu Qiliang Network Technology Co., Ltd since August 2023, where she has refined\ncorporate administrative systems, managed budgets and overseen procurement operations. From September 2018 to December 2022, Ms. Guo served\nas Operations Director of IPFS Data Shenzhen Star Storage Company, in which she was also a key investor, where she oversaw the development\nof management systems. Ms. Guo holds a bachelor’s degree from Guangxi\nRadio and TV University, China.\n\n \n\n**Ms.\nJuan Yang **was appointed as the Company’s Chief Financial\nOfficer and a director on August 1, 2025. She has served as the Chief Executive Officer of Yiji Incubation Group Co., Limited. since April\n2021. She was the Chief Executive Officer of Xiamen Furun Wanjia Biotechnology Co., Ltd. from December 2019 to April 2021. Ms. Yang graduated\nfrom Guizhou University in 2006 with a Bachelor of Tourism Management. She brings extensive experience in business management and is dedicated\nto integrating cutting-edge academic theories with the practical needs of local enterprises to drive innovation and high-quality development.\n\n \n\n**Directors:**\n\n \n\n**Mr.\nYi Wu **was appointed as the Company’s director on October\n31, 2025. Mr. Wu’s experience lends to the professionalism of a\nseasoned executive with the innovative mindset of an entrepreneur. Mr. Wu is the Founder and General Manager of Xiamen Wuyu Trading Co.,\nLtd., since November 2022. Between March 2020 and August 2022, he served as the General Manager of Xiamen Leshuo Trading Co., Ltd. where\nhe led the strategic planning initiatives, set sales targets and expanded distribution networks. Mr. Wu served as the Administrative Manager\nof Xiamen Pulekang Biotechnology Co., Ltd, from April 2017 to May 2018 where he supported senior leadership in decision making and optimized\ncompany policies and procedures. Mr. Wu holds a bachelor’s degree\nin business administration in corporate management from Xiamen University, China.\n\n \n\n**Ms. Ke Tian** was appointed as the Company’s\nindependent director and the chairman of the audit committee on June 30, 2026. Ms. Tian has extensive experience in corporate administrative\nsystems, business operations management, and project coordination. She served as the Assistant to the President at Muye (Zhengzhou) Technology\nCo., Ltd. from July 2025 to December 2025 , where she focused on business process management and operational efficiency. Prior to that,\nfrom August 2016 to June 2025, Ms. Tian served as the Assistant to the President at Kailin Business Service Group Co., Ltd. , where she\nwas responsible for establishing corporate administrative frameworks, overseeing large-scale project bidding, and managing budget analysis\nand data-driven decision support. Ms. Tian specializes in optimizing internal document systems and cross-departmental problem-solving\nto ensure standardized corporate governance. Ms. Tian holds an undergraduate degree in Accounting from Henan Engineering Institute, China.\n\n \n\n**Mr.\nJunteng Lin** was appointed as the Company’s independent director and the chairman of the compensation committee on June 30,\n2026. Mr. Lin is a seasoned business consultant specializing in corporate systemic operations and organizational framework development.\nHe is the Founder of Guangzhou Rich Dad Consulting Management Co., Ltd., established in April 2022. Since 2020, Mr. Lin has served as\na Strategic Consultant for various enterprises, including Hainan Jiangcheng Bainian Education Technology Co., Ltd., Guangdong Kelaien\nBiotechnology Co., Ltd., and Hong Kong Lisheng Southern Co., Ltd.. Recently, he has provided strategic guidance for Guangzhou DeyiKang\nHealth Technology Co., Ltd., Guangzhou April Health Technology Co., Ltd. and Jin Zi Yue (Guangzhou) Pharmaceutical Biotechnology Co.,\nLtd.. Mr. Lin’s expertise lies in building systematic operation\nframeworks, encompassing top-level strategy, profit system construction, and full-lifecycle business implementation. Mr. Lin holds an\nundergraduate degree from South China Normal University.** **\n\n \n\n**Director Term**\n\n \n\nPursuant to our articles of association as amended, the minimum\nnumber of directors shall consist of not less than one person unless otherwise determined by the shareholders in a general meeting. Unless\nremoved or re-appointed, each director shall be appointed for a term expiring at the next-following annual general meeting, if any\nis held. At any annual general meeting held, our directors will be elected by a majority vote of shareholders eligible to vote at that\nmeeting. At each annual general meeting, each director so elected shall hold office until the annual general meeting following their appointment,\nunless they are removed prior to such meeting.\n\n \n\n**Family Relationships **\n\n \n\nNone of the directors or executive officers has a family relationship\nas defined in Item 401 of Regulation S-K.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nTo the best of our knowledge, none of our directors or executive\nofficers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401\nof Regulation S-K.\n\n \n\n55\n\n[Table of Contents](#toc)\n\n \n\n**Duties of Directors**\n\n \n\nUnder BVI law, our directors owe fiduciary duties at both common\nlaw and under statute, including a statutory duty to act honestly and in good faith and in what the director believes to be in our best\ninterests. Our directors also have a duty to exercise the care, diligence and skill that a reasonable director would exercise in the same\ncircumstances when exercising powers or performing duties as a director. In fulfilling their duty of care to us, our directors must ensure\ncompliance with our company Memorandum and Articles of Association (as may be amended from time to time) We have the right to seek damages\nif a duty owed by our directors is breached.\n\n \n\nA director must exercise his powers as a director for a proper\npurpose and must not act, or agree to us acting, in a manner that contravenes the BCA or the Memorandum and Articles of Association .\nWhen exercising his powers or performing his duties as a director, a director is entitled to rely upon the register of members and upon\nbooks, records, financial statements and other information prepared or supplied, and on professional or expert advice given to him. However,\nsuch reliance is subject to the director acting in good faith, making proper enquiry where indicated by the circumstances and having no\nknowledge that reliance on the matter is not warranted. Under the BCA, our directors have all the powers necessary for managing, and for\ndirecting and supervising, our business and affairs, including but not limited to exercising the borrowing powers of the company and mortgaging\nthe property of the company, as well as executing checks, promissory notes and other negotiable instruments on behalf of the company.\n\n \n\n**Foreign Private Issuer Exemption**\n\n \n\nWe are a “foreign private issuer,” as defined by the\nSEC. As a result, in accordance with Nasdaq rules, we may comply with home country governance requirements and certain exemptions thereunder\nrather than complying with Nasdaq corporate governance standards. While we expect to voluntarily follow most Nasdaq corporate governance\nrules, we may choose to take advantage of the following limited exemptions:\n\n \n\n \n●\nExemption from filing quarterly reports on Form 10-Q containing unaudited financial and other specified information or current reports on Form 8-K upon the occurrence of specified significant events;\n\n \n \n \n\n \n●\nExemption from Section 16 rules requiring insiders to file public reports of their securities ownership and trading activities and providing for liability for insiders who profit from trades in a short period of time;\n\n \n\n \n●\nExemption from quorum requirements for shareholder meetings;\n\n \n \n \n\n \n●\nExemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers;\n\n \n \n \n\n \n●\nExemption from the requirement to obtain shareholder approval for certain issuances of securities, including shareholder approval of share option plans;\n\n \n\n \n●\nExemption from the requirement that our audit committee have review and oversight responsibilities over all “related party transactions,” as defined in Item 7.B of Form 20-F;\n\n \n \n \n\n \n●\nExemption from the requirement that our board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. We currently have only director who serves on the compensation committee who meets the heightened independence standards for members of a compensation committee; and\n\n \n \n \n\n \n●\nExemption from the requirements that director nominees are selected, or recommended for selection by our board, either by (1) independent directors constituting a majority of our board’s independent directors in a vote in which only independent directors participate, or (2) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.\n\n \n\nFurthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private\nissuer, such as we, may rely on home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series\nand Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the\nVoting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members\nthat meet the independence requirements of Rule 5605(c)(2)(A)(ii). The Company has elected to: (a) follow home country practice in lieu\nof the requirements under Nasdaq Rule 5635(d) to seek shareholder approval in connection with certain transactions involving the sale,\nissuance, and potential issuance of its Ordinary Shares (or securities convertible into or exercisable for its Ordinary Shares) at price\nless than certain referenced prices, if such shares equal 20% or more of the Company’s Ordinary Shares or voting power outstanding\nbefore the issuance, (b) follow home country practice in lieu of the requirements under Nasdaq Rule 5635(c) to seek shareholder approval\nin connection with the establishment or material amendment of a stock option or purchase plan or arrangement pursuant to which stock may\nbe acquired by officers, directors, employees or consultants, and (c) follow home country practice in lieu of the requirements under Nasdaq\nRule 5620(a) that the Company hold an annual meeting of shareholders no later than one year after the end of each fiscal year.\n\n \n\nAccordingly, our shareholders will not have the same protections\nafforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these\nexemptions for as long as we continue to qualify as a foreign private issuer.\n\n \n\n56\n\n[Table of Contents](#toc)\n\n \n\n**B. Compensation**\n\n \n\nFor the fiscal years ended March 31, 2026 and 2025, we paid an aggregate\nof HK$8,080,203 (approximately US$1,030,638) and HK$7,637,243, respectively, as compensation to our directors and executive officers as\nwell as an aggregate of HK$54,000 (approximately US$6,888) and HK$54,000, respectively, as contributions to the Mandatory Provident Fund\nor MPF, a statutory retirement scheme introduced after the enactment of the Mandatory Provident Fund Schemes Ordinance in Hong Kong.\n\n \n\n**Employment Agreements**\n\n \n\nFormer CEO Employment Agreement\n\n \n\nOn February 1, 2023, we entered into an employment agreement\nwith Lau Chi Fung, our Chief Executive Officer (the “CEO Employment Agreement”). Pursuant to the CEO Employment Agreement,\nthe Company shall pay to Mr. Lau a monthly base salary of HK$600,000, payable by 12 equal installments of HK$50,000 per month equivalent\nto $6,417.30 per month (the “Service Fees”). In addition to Service Fees, Mr. Lau is entitled to receive entitled to a housing\nallowance of HK$42,000 per month and an annual bonus, subject to annual approval of independent directors of the Company, based on his\nperformance.\n\n \n\nOn July 18, 2025, the Board approved to increase the base salary\nto Mr. Fung, to US$23,000 per month, effective February 1, 2025. In addition, the Board approved grating an annual bonus to Mr. Fung in\nthe amount of $250,000.\n\n \n\nOn August 12, 2025, the Company and Mr. Lau entered into Amendment\n#1 to the CEO Employment Agreement, to reflect the increased salary in the amount of $23,000 per month, effective February 1, 2025.\n\n \n\nThe CEO Employment Agreement, as amended, may be terminated by\neither party with advance notice. The Company may also terminate the agreement without notice or payment in lieu in the event of willful\ndisobedience, misconduct, fraud, dishonesty, habitual neglect of duties, or on any other grounds permitted under common law.\n\n \n\nCEO Employment Agreement\n\n \n\nEffective October 31, 2025 the Board appointed Ms. Guo Bin\nto serve as the Company’s Chief Executive Officer and as a director. The appointment of Ms. Guo as the Chief Executive Officer and\nas a director has no specific term and can be terminated by either Ms. Guo the Company at any time without advance notice.\n\n \n\nIn connection with her service as Chief Executive Officer and\nas a member of the Board, Ms. Bin Guo will be entitled to a monthly base salary of US$4,500, payable at the end of each month, and an\nannual bonus equal to one month’s base salary (or a pro rata portion thereof based on her length of service during the calendar\nyear). Her employment may be terminated by either party with one month’s notice. The Company may also terminate the agreement without\nnotice or payment in lieu in the event of willful disobedience, misconduct, fraud, dishonesty, habitual neglect of duties, or on any other\ngrounds permitted under common law.\n\n \n\nFormer CFO Employment Agreement\n\n \n\nIn 2024, we entered into an employment agreement with Mr. Mok\nKa Wah (the “Former CFO Employment Agreement”). Pursuant to the Former CFO Employment Agreement, Mr. Mok is entitled to receive\na monthly base salary of HK$30,000, payable at the end of each month, and an annual bonus equal to one month’s base salary (or a\npro rata portion thereof based on his length of service during the calendar year). The Former CFO Employment Agreement may be terminated\nby either party with one month’s notice. The Company may also terminate the agreement without notice or payment in lieu in the event\nof willful disobedience, misconduct, fraud, dishonesty, habitual neglect of duties, or on any other grounds permitted under common law.\n\n \n\nCFO Employment Agreement\n\n \n\nOn July 31, 2025, we entered into an employment agreement with\nMs. Yang Juan (the “CFO Employment Agreement”). Pursuant to the CFO Employment Agreement, Ms. Juan is entitled to receive\na monthly base salary of US$4,000, payable at the end of each month, and an annual bonus equal to one month’s base salary (or a\npro rata portion thereof based on her length of service during the calendar year). The CFO Employment Agreement may be terminated by either\nparty with one month’s notice. The Company may also terminate the agreement without notice or payment in lieu in the event of willful\ndisobedience, misconduct, fraud, dishonesty, habitual neglect of duties, or on any other grounds permitted under common law.\n\n \n\n**C. Board Practices**\n\n \n\n**Board of Directors**\n\n \n\nOur board of directors consists of five directors, three of whom\nare “independent” as defined by the rules of the SEC and Nasdaq. Effective July 31, 2025, Mr. Siu Chun Pong resigned as a\ndirector of the Company. Subsequently, on October 31, 2025, Mr. Ip Ka Hang and Mr. Lam Kai Kwan resigned as directors, and Mr. Yi Wu was\nappointed as an independent director to succeed Mr. Ip. Effective June 30, 2026, Ms. Ka Man Chan and Mr. Ho Yin Lai resigned as directors,\nand Ms. Ke Tian and Mr. Junteng Lin was appointed as an independent director to succeed Ms. Ka and Mr. Ho. Following these changes, our\ncurrent board members are Ms. Bin Guo, Ms. Juan Yang, Mr. Yi Wu, Ms. Ke Tian, and Mr. Junteng Lin. There were no disagreements between\nthe Company and the resigning directors on any matter relating to the Company’s operations, policies, or practices.\n\n \n\n57\n\n[Table of Contents](#toc)\n\n \n\n**Duties of Directors**\n\n \n\nUnder BVI law, our directors owe fiduciary duties at both common\nlaw and under statute, including a statutory duty to act honestly and in good faith and in what the director believes to be in our best\ninterests. Our directors also have a duty to exercise the care, diligence and skill that a reasonable director would exercise in the same\ncircumstances when exercising powers or performing duties as a director. In fulfilling their duty of care to us, our directors must ensure\ncompliance with our company Memorandum and Articles of Association (as may be amended from time to time) We have the right to seek damages\nif a duty owed by our directors is breached.\n\n \n\nA director must exercise his powers as a director for a proper\npurpose and must not act, or agree to us acting, in a manner that contravenes the BCA or the Memorandum and Articles of Association .\nWhen exercising his powers or performing his duties as a director, a director is entitled to rely upon the register of members and upon\nbooks, records, financial statements and other information prepared or supplied, and on professional or expert advice given to him. However,\nsuch reliance is subject to the director acting in good faith, making proper enquiry where indicated by the circumstances and having no\nknowledge that reliance on the matter is not warranted. Under the BCA, our directors have all the powers necessary for managing, and for\ndirecting and supervising, our business and affairs, including but not limited to exercising the borrowing powers of the company and mortgaging\nthe property of the company, as well as executing checks, promissory notes and other negotiable instruments on behalf of the company.\n\n \n\n**Interested Transactions**\n\n \n\nA director may vote, attend a board meeting or sign a document\non our behalf with respect to any contract or transaction in which he or she is interested. A director must promptly disclose the interest\nto all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter\ninto. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board\nor any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to\nbe regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice,\nit will not be necessary to give special notice relating to any particular transaction.\n\n \n\n**Remuneration and Borrowing**\n\n \n\nThe directors may receive such remuneration as our board of directors\nmay determine from time to time. Each director is entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably\nincurred or expected to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder\nmeetings or otherwise in connection with the discharge of his or her duties as a director. The compensation committee will assist the\ndirectors in reviewing and approving the compensation structure for the directors. Our board of directors may exercise all the powers\nof the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture\nstock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third\nparty.\n\n \n\n**Terms of Directors and Executive Officers**\n\n \n\nEach of our directors holds office for the term, if any, fixed\nby the resolution of shareholders or the resolution of directors which appointed them or until their earlier, death, resignation or removal.\nA director may be appointed by a resolution of shareholders or a resolution of directors. A director may be removed from office:\n\n \n\n(a)with\nor without cause, by a resolution of shareholders passed by at least 75% of the votes of shareholders entitled to vote; or\n\n \n\n(b)with\ncause, by a resolution of directors passed at a meeting of directors.\n\n \n\n58\n\n[Table of Contents](#toc)\n\n \n\n**Qualification**\n\n \n\nThere are no membership qualifications for directors. Further,\nthere are no share ownership qualifications for directors. There are no other arrangements or understandings pursuant to which our directors\nare selected or nominated.\n\n \n\n**Committees of the Board of Directors**\n\n \n\nWe have established an audit committee, a compensation committee\nand a nominating and governance committee. Each of the committees of the board of directors has the composition and responsibilities described\nbelow.\n\n \n\n*Audit Committee*\n\n \n\nEach of Ms. Tian, Mr. Wu, and Mr. Lin are members of our Audit\nCommittee, where Ms. Tian serves as the chair. All proposed members of our Audit Committee satisfy the independence standards promulgated\nby the SEC and by Nasdaq as such standards apply specifically to members of audit committees.\n\n \n\nWe have adopted and approved a charter for the Audit Committee.\nIn accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:\n\n \n\n●evaluates\nthe independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;\n\n \n\n●approves\nthe plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service\nto be provided by the independent auditor;\n\n \n\n●monitors\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●reviews\nthe financial statements to be included in our Annual Report on Form 20-F and Quarterly Reports on Form 6-K and reviews\nwith management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;\n\n \n\n●oversees\nall aspects our systems of internal accounting control and corporate governance functions on behalf of the board of directors;\n\n \n\n●reviews\nand approves in advance any proposed related-party transactions and report to the full board of directors on any approved transactions;\nand\n\n \n\n●provides\noversight assistance in connection with legal, ethical and risk management compliance programs established by management and the board\nof directors, including Sarbanes-Oxley Act implementation, and makes recommendations to the board of directors regarding corporate\ngovernance issues and policy decisions.\n\n \n\nThe Audit Committee has determined that Ms. Tian possesses accounting\nor related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules\nand regulations of the SEC.\n\n \n\n*Compensation Committee*\n\n \n\nEach of Ms. Tian, Mr. Wu, and Mr. Lin are members of our Compensation\nCommittee and Mr. Lin serves as the chair. All members of our Compensation Committee are qualified as independent under the current definition\npromulgated by Nasdaq. The board of directors has adopted and approved a charter for the Compensation Committee. In accordance with the\nCompensation Committee’s Charter, the Compensation Committee shall be responsible for overseeing and making recommendations to the\nboard of directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance\nand recommendations with respect to our compensation policies and practices.\n\n \n\n*Nominating and Governance Committee*\n\n \n\nEach of Ms. Tian, Mr. Wu, and Mr. Lin are the members of our Nominating\nand Governance Committee where Mr. Wu serves as the chair. All members of our Nominating and Governance Committee are qualified as independent\nunder the current definition promulgated by Nasdaq. The board of directors has adopted and approved a charter for the Nominating and Governance\nCommittee. In accordance with the Nominating and Governance Committee’s Charter, the Nominating and Corporate Governance Committee\nshall be responsible for 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 have adopted a code of conduct and ethics applicable to our\ndirectors, officers and employees in accordance with applicable federal securities laws and Nasdaq rules.\n\n \n\n59\n\n[Table of Contents](#toc)\n\n \n\n**D. Employees**\n\n \n\nSee “Item 4. Information on the Company—B. Business\nOverview—Employees.”\n\n \n\n**E. Share Ownership**\n\n \n\n**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n \n\nThe following table sets forth information with respect to beneficial\nownership of our Ordinary Shares as of the date of this Annual Report by:\n\n \n\n●Each\nperson who is known by us to beneficially own more than 5% of our outstanding Ordinary Shares;\n\n \n\n●Each\nof our directors and named executive officers; and\n\n \n\n●All\ndirectors and named executive officers as a group.\n\n \n\nInformation with respect to beneficial ownership has been furnished\nby each director, officer or beneficial owner of more than 5% of our shares. Beneficial ownership is determined in accordance with the\nrules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the\nnumber of Shares beneficially owned by a person listed below and the percentage ownership of such person, shares, underlying options,\nwarrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this\nreport are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. The percentages\nbelow are calculated based on 15,300,000 Ordinary Shares of the Company issued and outstanding as of August 14, 2025.\n\n \n\nExcept as otherwise indicated in the footnotes to this table,\nor as required by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as\nbeneficially owned by them.\n\n \n\n  \nOrdinary Shares\nBeneficially Owned \n\n  \nNumber  \nPercent \n\nDirectors and Executive Officers \n   \n  \n\nBin Guo, Chief Executive Officer, Director \n 0  \n 0%\n\nJuan Yang, Chief Financial Officer, Director \n 0  \n 0 \n\nYi Wu, Director \n 0  \n 0%\n\nJunteng Lin, Director \n 0  \n 0 \n\nKe Tian, Director \n 0  \n 0 \n\nTotal Directors and Executive Officers (6 persons) \n 0  \n 0%\n\n  \n    \n   \n\n5% stockholders \n    \n   \n\nSiu Chun Pong \n 1,430,000  \n 9.35%\n\nALT CO LTD(1)   \n 4,880,000  \n 31.90%\n\nLau Chi Fung \n 2,860,000  \n 18.69%\n\nLam Kai Kwan \n 2,080,000  \n 13.59%\n\n \n\n(1)ALT\nCO LTD, a Seychelles limited company, is wholly-owned by Mr. Shum Tsz Cheung, a former shareholder of the Company and the former\nmajority shareholder of CTRL Media. Mr. Shum is the director of ALT CO LTD and controls the voting power of the company. The registered\naddress of ALT CO LTD is: Vistra Corporate Services Centre, Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahe, Republic\nof Seychelles.\n\n \n\n60\n\n[Table of Contents](#toc)"}