{"url_path":"/sec/twg/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/1978057/0001213900-26-057962-index.html","accession_number":"0001213900-26-057962","cik":"0001978057","ticker":"TWG","issuer_name":"Top Wealth Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","primary_entity_key":"0001978057","primary_entity_name":"Top Wealth Group Holding Ltd"},"word_count":3592,"has_tables":true,"body_markdown":"**Item 6.\nDirectors, Senior Management and Employees**\n\n \n\n**6.A. Directors and Senior Management**\n\n \n\nThe following table provides information regarding\nour executive officers and directors as of the date hereof:\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nKim Kwan Kings, WONG\n \n55\n \nChief Executive Officer, Chairman of the board, and Director\n\n*Kong Wai, WONG*\n \n42\n \nChief Financial Officer\n\nFeiyong, LI\n \n42\n \nIndependent Director\n\nSze Man, CHEUNG\n \n40\n \nIndependent Director\n\nKai Yin, WONG\n \n44\n \nIndependent Director\n\nYuen Cheong Carp, LEE\n \n56\n \nDirector\n\n  \n\n**Kim Kwan Kings, WONG** is the chief\nexecutive officer, Director, and the Chairman of the board of the Company, overseeing the general corporate strategy and brand promotion\nmanagement and business expansion. Mr. Wong is one of the founders of the Company, and has committed to expanding and promoting\nthe Company’s business and international market for caviar products. Mr. Wong has extensive experience in market promotion,\nbrand promotion, sales channel expansion, business planning in industries including new retail, health supplement, biotechnology, artificial\nintelligence. In the past five years, Mr. Wong has been the chief executive officer of TW HK.\n\n** **\n\n**Kong Wai, Wong**has served as our chief\nfinancial officer since January 15, 2025. Mr. Wong is a seasoned finance and accounting professional with over 13 years of experience\nin accounting, auditing, and financial management. He specializes in U.S. GAAP and PCAOB standards, with extensive expertise in financial\nreporting and compliance for U.S.-listed companies. He has also managed financial teams and oversaw compliance for companies across various\nindustries. Mr. Wong served as the Financial Controller in AlikeAudience Inc. from January 2020 to March 2024, and as the Financial Controller\nof Oranco, Inc. from January 2018 to March 2022. Propr to his role in Oranco, Inc., Mr. Wong has worked with top-tier accounting firms\nhandling audits and financial reporting for IPO projects in major global stock exchanges including Hong Kong, Australia and U.S. markets.\nMr. Wong received a bachelor degree from Edith Cowan University.\n\n** **\n\n**Feiyong, LI** is our independent director\nand the chairman of the Nominating committee and the member of the Compensation Committee and Audit Committee. Mr. Li has served as an\nindependent director and the chairman of Nominating and Corporate Governance Committee of Jayud Global Logistics Limited (NASDAQ: JYD)\nsince March 31, 2023. Mr. Li has extensive experience in advising equity investment projects in the Hong Kong and U.S. market\nand served a number of licensed corporations under the Securities and Futures Ordinance of Hong Kong. Mr. Li has been serving as\nthe investment manager at Koala Securities Limited since 2019. Mr. Li previously served as the general manager of Zen Corporate Consulting\nLimited from 2012 to 2021, where he focused on providing public relations processing services, listing consulting services, and corporate\ninvestment and financing services. From 2013 to 2020, Mr. Li also served as the chief investment officer of CNI Securities Group Limited,\nwhere he was responsible for project investment and financing. From 2009 to 2011, Mr. Li consecutively served as the investment consultant\nof Kingston Securities Limited and Guoyuan Securities Brokerage (Hong Kong) Limited. Mr. Li received an advanced diploma in business\nstudies from the Windsor Management College of Singapore in 2021.\n\n \n\n71\n\n \n\n \n\n**Sze Man, CHEUNG**is our independent director,\nchairwoman of the Compensation Committee, member of the Audit Committee and member of the Nominating Committee. Ms. Cheung has over 10\nyears of specialized experience in the fine gourmet and luxury goods industry. She has a robust background as a strategic regional manager\nand high performance retail shop expert. From 2019 to 2025, she was the brand manager of Park Fair, where she was responsible for directing\nregional sales operations for multiple outlets specializing in fine gourmet and luxury goods, ensuring consistent growth and market expansion.\nFrom 2015 to 2019, she was a retail manager holding sales leadership roles at Wanko Limited, a Hong Kong-based fashion brand, and was\nresponsible for leveraging extensive management experience in strategic planning and high-level sales execution to drive brand awareness\nand profitability. From 2012 to 2015, she was a wealth management manager at FTLife Insurance Company Limited, where she managed a multi-district\nteam of ambassadors, overseeing recruitment, training and strategic scheduling.\n\n** **\n\n**Kai Yin, WONG**is our independent director,\nchairman of the Audit Committee, member of the Nominating Committee and member of the Compensation Committee. Mr. Wong has over 19 years\nof experience in the accounting and audit field. From 2006 to 2016, he was an assistant audit manager at Asiapac CPA & Company, where\nhe led group audit projects and cooperated with component auditors located in various cities in China. From 2016 to 2018, he was an internal\ncontrol manager at Petrochemicals Group Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock\ncode: 1192), where he developed risk-based audit plan and procedures and reported to the audit committee of the company on internal control\nweakness. From 2018 to 2024, he was an audit manager at Centurion ZD CPA & Co., where he performed annual audits and component audits\nfor companies listed on Nasdaq and acted as internal control consultant performing overseas fieldwork in Sydney for the initial public\noffering of a company to be listed in Hong Kong. Since 2024, Mr. Wong has been an audit manager of The Dawn CPA Limited, where he was\nresponsible for overseeing audit works for US initial public offering projects.\n\n** **\n\n**Yuen Cheong Carp, LEE** is our executive\ndirector. Mr. Lee has a robust background in the luxury food and beverage industry. With deep expertise in quality assessment and a specialized\nunderstanding of the caviar and wine markets, he brings invaluable insights into global market trends and high-end consumer preferences.\nFrom 2009 to 2013, he was a community relations ambassador leader where he managed a multi-district team of ambassadors, overseeing recruitment,\ntraining and strategic scheduling. From 2013 to 2015, he was a SHEQ (safety, health, environment and quality) supervisor where he was\nresponsible for safety, health and environmental compliance across diverse large-scale project sites. From 2015 to 2025, he was a works\nsupervisor and supervised and led the R&D initiatives for sustainable health practices. His earlier roles included working as unit\nmanager at CEF Life Assurance and leadership positions in telecommunications and direct sales, totaling over 30 years of management experience.\n\n \n\n**Family Relationships**\n\n \n\nNone of the directors or executive officers has\na family relationship as defined in Item 401 of Regulation S-K.\n\n \n\n**6.B. Compensation**\n\n \n\n**Employment Agreements and Indemnification Agreements**\n\n \n\nWe have entered into employment agreements\nwith each of our executive officers. The executive officers are entitled to a fixed salary and other company benefits, each as\ndetermined by the Board from time to time. We may terminate an executive officer’s employment under Hong Kong Labor Law\nand under other applicable laws and regulations. Each executive officer has agreed to hold, both during and after the terms of his\nor her agreement, in confidence and not to use for the officer’s benefit or the benefit of any third party, any trade secrets,\nother information of a confidential nature or non-public information of or relating to us in respect of which we owe a duty of\nconfidentiality to a third party. In addition, each executive officer has agreed not to, for a period of one year following the\ntermination of his employment, carry on any business in direct competition with the business of the Top Wealth group of companies,\nsolicit or seek or endeavor to entice away any customers, clients, representative, or agent of the Top Wealth group of companies or\nin the habit of dealing with the Top Wealth group of companies who is or shall at any time within two years prior to such\ncessation have been a customer, client, representative, or agent of the Top Wealth group of companies, and use a name including the\nwords used by the Top Wealth group of companies in its name or in the name of any of its products, services or their derivative\nterms, or Chinese or English equivalent in such a way as to be capable of or likely to be confused with the name of the Top Wealth\ngroup of companies.\n\n** **\n\n72\n\n \n\n \n\n**Compensation of Directors and Executive Officers**\n\n \n\nFor the fiscal year ended December 31, 2025, we paid an aggregate of\nHK$1,291,750 (US$) as compensation to our directors and executive officers as well as an aggregate of HK$18,000 (US$2,308) contributions\nto the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment of the Mandatory Provident\nFund Schemes Ordinance in Hong Kong.  \n\n \n\nFor the fiscal year ended December 31, 2024, we\npaid an aggregate of HK$4,207,981 (US$539,485) as compensation to our directors and executive officers as well as an aggregate of HK$128,500\n(US$16,474) contributions to the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment\nof the Mandatory Provident Fund Schemes Ordinance in Hong Kong.\n\n \n\nFor the fiscal year ended December 31, 2023, we\npaid an aggregate of HK$ 876,000 (US$ 112,308) as compensation to our directors and executive officers as well as an aggregate of HK$36,000\n(US$4,615) contributions to the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment\nof the Mandatory Provident Fund Schemes Ordinance in Hong Kong.\n\n \n\nExcept our contribution to the MPF, we have not\nset aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. We\ndo not have any equity incentive plan in place as of the date of this annual report.\n\n \n\n**6.C. Board Practices**\n\n \n\n**Board of Directors**\n\n \n\nOur board of directors consists of five directors.\nA director is not required to hold any shares in our company to qualify to serve as a director. Subject to the rules of the relevant stock\nexchange and disqualification by the chairman of the board of directors, a director may vote with respect to any contract or transaction\nor proposed contract or transaction in which he or she is materially interested provided the director discloses to his fellow directors\nthe nature and extent of any material interests in respect of any contract or transaction or proposed contract or transaction. A director\nmay exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures\nor other securities whenever money is borrowed or as security for any obligation of the company or of any third party. There are no directors’\nservice contracts with the Company or its subsidiaries providing for benefits upon termination of employment.\n\n \n\n**Committees of the Board of Directors**\n\n \n\nOur board of directors has established an audit\ncommittee, a compensation committee, and a nominating committee under the board of directors, and an investment committee under the management.\nOur board of directors has adopted a charter for the audit committee, the compensation committee, and the nominating committee. Each committee’s\nmembers and functions are described below.\n\n \n\n*Audit Committee.*Our audit committee consists\nof Feiyong, LI, Sze Man, CHEUNG and Kai Yin WONG. Mr. Kai Yin WONG is the chair of our audit committee. The audit committee will oversee\nour accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be\nresponsible for, among other things:\n\n \n\n \n●\nappointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n \n\n \n●\nreviewing with the independent auditors any audit problems or difficulties and management’s response;\n\n \n\n \n●\ndiscussing the annual audited financial statements with management and the independent auditors;\n\n \n\n \n●\nreviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;\n\n \n\n \n●\nreviewing and approving all proposed related party transactions;\n\n \n\n \n●\nmeeting separately and periodically with management and the independent auditors; and\n\n \n\n \n●\nmonitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n \n\n73\n\n \n\n \n\n*Compensation Committee.*Our compensation\ncommittee consists of Feiyong, LI, Sze Man, CHEUNG and Kai Yin WONG. Ms. Sze Man, CHEUNG is the chair of our compensation committee.\nThe compensation committee will be responsible for, among other things:\n\n \n\n \n●\nreviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;\n\n \n\n \n●\nreviewing and recommending to the shareholders for determination with respect to the compensation of our directors;\n\n \n\n \n●\nreviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and\n\n \n\n \n●\nselecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.\n\n* *\n\n*Nominating Committee.*Our nominating committee\nconsists of Feiyong, LI, Sze Man, CHEUNG and Kai Yin WONG. Mr. Feiyong Li is the chair of our nominating committee. We have determined\nthat Feiyong, LI, Sze Man, CHEUNG and Kai Yin WONG satisfy the “independence” requirements under NASDAQ Rule 5605. The\nnominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining\nthe composition of the board and its committees. The nominating committee will be responsible for, among other things:\n\n \n\n \n●\nselecting and recommending to the board nominees for election by the shareholders or appointment by the board;\n\n \n\n \n●\nreviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;\n\n \n\n \n●\nmaking recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and\n\n \n\n \n●\nadvising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.\n\n \n\n**Duties of Directors**\n\n \n\nUnder Cayman Islands law, our directors owe fiduciary\nduties to us, including a duty of loyalty, a duty to act honestly, in good faith and with a view to our best interests. Our directors\nmust also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. English\nand Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are\nlikely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum\nand articles of association (as may be amended from time to time) and the class rights vested thereunder in the holders of the shares.\nOur company has a right to seek damages against any director who breaches a duty owed to us. A shareholder may in certain limited exceptional\ncircumstances have the right to seek damages in our name if a duty owed by our directors is breached.\n\n \n\nOur board of directors has all the powers necessary\nfor managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among\nothers:\n\n \n\n \n●\nconvening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;\n\n \n\n \n●\ndeclaring dividends and distributions;\n\n* *\n\n74\n\n \n\n \n\n \n●\nappointing officers and determining the term of office of the officers;\n\n \n\n \n●\nexercising the borrowing powers of our company and mortgaging the property of our company; and\n\n \n\n \n●\napproving the transfer of shares in our company, including the registration of such shares in our share register.\n\n** **\n\n**Terms of Directors and Officers**\n\n \n\nOur officers are elected by and serve at the discretion\nof the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity,\nor until their respective successors have been elected and qualified or until his or her office is otherwise vacated in accordance with\nour articles of association as may be amended from time to time.\n\n \n\nA director will also be removed from office automatically\nif, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is\nfound to be or becomes of unsound mind, (iii) resigns his office by notice in writing, (iv) without special leave of absence from our\nboard, is absent from meetings of our board for a continuous period of six months, or (v) is removed from office pursuant to any other\nprovisions of our memorandum and articles of association (as may be amended from time to time).\n\n** **\n\n**Limitation on Liability and Other Indemnification\nMatters**\n\n \n\nCayman Islands law allows us to indemnify our\ndirectors, officers and auditors acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses\nincurred by reason of any act done or omitted in the execution of their duties as our directors, officers and auditors.\n\n \n\nUnder our amended and restated memorandum and\narticles of association, we may indemnify our directors and officers, among other persons, from and against all actions, costs, charges,\nlosses, damages and expenses which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about\nthe execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain\nthrough their own fraud or dishonesty.\n\n \n\n**6.D. Employees**\n\n** **\n\nWe had 2\nemployees as of December 31, 2025. We enter into individual employment contracts with selected employees to cover matters including\nnon-competition and confidentiality arrangements. We generally formulate our employees’ remuneration package to include salary and\nbenefits. We provide our employees with social security benefits in accordance with all applicable regulations and internal policies.\nNone of our employees are represented by labor unions. We believe that we maintain a good working relationship with our employees and\nwe have not experienced any significant labor disputes.\n\n** **\n\n**6.E. Share Ownership**\n\n \n\nExcept as specifically noted, the following table\nsets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this annual report by:\n\n \n\n \n●\neach of our directors and executive officers; and\n\n \n\n \n●\neach person known to us to beneficially own more than 5% of our Ordinary Shares on an as-converted basis.\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 Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership\nof each listed person is based on 19,579,883 Class A Ordinary Shares and 3,166,667 Class B Ordinary Shares issued and outstanding\nas of the date of this annual report. \n\n \n\n75\n\n \n\n \n\nBeneficial ownership is determined in accordance\nwith the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership\nof that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any\noption, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of\nthe percentage ownership of any other person.\n\n \n\n  \nClass A Ordinary\nShares  \nClass B Ordinary\nShares  \nVoting\nPower \n\n  \nNumber  \n%  \nNumber  \n%  \n% \n\nDirectors, Director Nominees and Named Executive Officers: \n   \n   \n   \n   \n  \n\nKim Kwan Kings, WONG (1) \n 7,845,248  \n 40.07  \n 3,166,667  \n 100  \n 89.76 \n\nKong Wai, WONG \n —  \n —  \n —  \n —  \n — \n\nFeiyong, LI \n —  \n —  \n —  \n —  \n — \n\nSze Man, CHEUNG \n —  \n —  \n —  \n —  \n — \n\nKai Yin, WONG \n —  \n —  \n —  \n —  \n — \n\nYuen Cheong Carp, LEE \n —  \n —  \n —  \n —  \n — \n\nDirectors and executive officers as a group \n 7,845,248  \n 40.07  \n 3,166,667  \n 100  \n 89.76 \n\n5% or Greater Shareholders: \n    \n    \n    \n    \n   \n\nWinwin Development Group Limited (1) \n 7,845,248  \n 40.07  \n 3,166,667  \n 100  \n 89.76 \n\nHappy Harbour International Limited (2) \n 1,438,388  \n 7.35  \n —  \n —  \n 1.26 \n\nDragon Cloud International Limited (3) \n 1,402,428  \n 7.16  \n —  \n —  \n 1.22 \n\nTang Ekanaya Limited (4) \n 1,438,388  \n 7.35  \n —  \n —  \n 1.26 \n\nDarson Enterprise Limited (5) \n 1,438,388  \n 7.35  \n —  \n —  \n 1.26 \n\nChung Tat, LO \n 1,474,348  \n 7.53  \n —  \n —  \n 1.29 \n\n \n\n(1)\n\nKim Kwan Kings, WONG beneficially owns 7,845,248\nClass A Ordinary Shares and 3,166,667 Class B Ordinary Shares through Winwin Development Group Limited, a company incorporated under\nthe laws of the British Virgin Islands, which is owned as to 90% by Mr. Kim Kwan Kings, WONG and 10% by Mr. Kin Fai, CHONG.\nMr. Kim Kwan Kings, WONG is the sole director of Winwin Development Group Limited. Mr. Wong may be deemed the beneficial owners\nof the Ordinary Shares held by Winwin Development Group Limited, and Mr. Wong holds the voting and dispositive power over the Ordinary\nShares held by Winwin Development Group Limited. The registered address of Winwin Development Group Limited is Craigmuir Chambers, Road\nTown, Tortola, VG 1110, British Virgin Islands.\n\n \n \n\n(2)\n\nHappy Harbour International Limited is a\ncompany incorporated under the laws of the British Virgin Islands. The registered address of Happy Harbour International Limited is Keyway\nChambers, 3rd Floor, Ouastisky Building, Road Town, Tortola, British Virgin Islands.\n\n \n \n\n(3)\n\nDragon Cloud International Limited is a company\nincorporated under the laws of the British Virgin Islands. The registered address of Dragon Cloud International Limited is Keyway Chambers,\n3rd Floor, Ouastisky Building, Road Town, Tortola, British Virgin Islands.\n\n \n \n\n(4)\n\nTang Ekanaya Limited is a company incorporated\nunder the laws of the British Virgin Islands. The registered address of Tang Ekanaya Limited is OMC Chambers, Wickhams Cay I, Road Town,\nTortola, British Virgin Islands.\n\n \n \n\n(5)\n\nDarson Enterprise Limited is a company incorporated\nunder the laws of the British Virgin Islands. The registered address of Darson Enterprise Limited is Keyway Chambers, 3rd Floor, Ouastisky\nBuilding, Road Town, Tortola, British Virgin Islands."}