{"url_path":"/sec/vcig/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":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1930510/0001213900-26-078044-index.html","accession_number":"0001213900-26-078044","cik":"0001930510","ticker":"VCIG","issuer_name":"VCI Global Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1930510/0001213900-26-078044-index.html","primary_entity_key":"0001930510","primary_entity_name":"VCI Global Ltd"},"word_count":5378,"has_tables":true,"body_markdown":"**Item\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\nA.\nDirectors and Senior Management\n\n \n\nThe\nfollowing table sets forth information regarding our directors and executive officers as of the date of this annual report.\n\n \n\nName\n \nAge\n \nPosition\n\nVictor Hoo Voon Him\n \n44\n \nChairman and Chief Executive Officer\n\nAng Zhi Feng\n \n40\n \nChief Financial Officer\n\nAudrey Liu Ser Wei\n \n34\n \nChief of Operating Officer\n\nSteve\nNg Mun Huat(1) (2)(3)\n \n49\n \nDirector, Chair of Audit Committee\n\nZoe\nYong Goon Wey(1) (2)(3)\n \n37\n \nDirector, Chair of Nominating and Corporate Governance Committee\n\nLee Tze Wee(1) (2)(3)\n \n39\n \nDirector, Chair of Compensation Committee\n\nMichael Puah Wooi Kuan\n \n38\n \nDirector\n\n \n\n(1)\nMember\nof the Audit Committee\n\n \n\n(2)\nMember\nof the Compensation Committee\n\n \n\n(3)\nMember\nof the Nominating & Corporate Governance Committee\n\n \n\nThe\nfollowing is a brief biography of each of our executive officers and directors:\n\n \n\n**Victor\nHoo Voon Him** is our Chairman of the Board and Chief Executive Officer. Mr. Hoo is a seasoned corporate consultant board member and\nsenior management of several private and public listed companies. He has accumulated 15 years of experience across Asia, Australia, Europe,\nUK and the US in diversified industries which encompasses IT, real estate, telecom, aerospace, security, defense, mining, HCM, fintech,\nblockchain, entertainment, hospitality and education. Under his belt, VCI Global currently manages a portfolio of more than forty (40)\npublicly listed clients in Malaysia. From 2013 to 2018, Mr. Hoo was the Chief Financial Officer, Chief Investor Relations Officer and\nBoard member of V Capital Consulting Limited. Mr. Hoo graduated with a Bachelor of Arts from the University of Queensland in International\nRelations and Japanese, a Postgraduate in Law from the University of London, and obtained an Oxford Blockchain Programme Certificate\nfrom Said Business School, Oxford University.\n\n** **\n\n**Ang\nZhi Feng**is our Chief Financial Officer and has worked for V Capital group since 2021. Prior to joining the V Capital group, Mr.\nAng served as the financial controller/Senior Vice President in Finance for Asia Aviation Capital Limited & Asia Aviation Pte. Ltd.\nfrom 2015 to 2020. As our Chief Financial Officer, Mr. Ang is responsible for the overall financial management and compliance affairs\nof the organization. Mr. Ang graduated with a Bachelor of Accounting from Swinburne University of Technology (Sarawak Campus) in 2007.\nMr. Ang has also since in 2009 obtained his CPA Australia.\n\n \n\n56\n\n \n\n \n\n**Audrey Liu Ser Wei**is our Chief of Operating\nOfficer. Ms. Liu has worked for the V Capital group since 2017 and has been the personal assistant to the Chairman. As our Chief Operating\nOfficer, Ms. Liu leads the Group’s operations and strategic execution, ensuring alignment across business units, governance, and\ngrowth initiatives. She is instrumental in driving organisational efficiency, operational excellence, and long-term value creation for\nthe Group.. Ms. Liu graduated with a Bachelor of Business from Help University in 2015.\n\n** **\n\n**Steve\nNg Mun Huat** is a Director. Mr. Ng started his career with UCMS Australia (part of Aegis Group) in Melbourne as a customer service\nconsultant in 2003. He subsequently took up a corporate finance position in Southern Investment Bank Malaysia from 2004 to 2006 where\nhe assisted a wide range of institutions in their Initial Public Offering (IPO) and structured numerous mergers & acquisitions (M&A\ntransactions. From 2006 to 2008 Mr. Ng became a senior investment analyst in Commerce Asset Ventures (now merged with CIMB Private Equity).\nIn that role, Mr. Ng focuses on venture capital where he discovers the high growth potential of emerging businesses and provides them\nwith funding and managerial expertise. Mr. Ng oversaw and groomed businesses involved in oil & gas, retail and also information technologies.\nFrom 2009, Mr. Ng decided to begin his entrepreneurial journey by starting a fashion retail brand which he subsequently sold in 2017.\nFrom 2017 until present Mr. Ng, founded a human resource company specializing in the hiring of foreign manpower for the local industries.\nHis company has to date successfully placed over 7000 foreign workers in local companies. Steve Ng graduated with a Bachelor of Commerce\nfrom Curtin University, Australia majoring in Economics & Finance. He obtained his Masters in Applied Finance from Monash University\nAustralia in 2002.\n\n** **\n\n**Zoe\nYong Goon Wey**is a Director. Ms. Yong is a seasoned finance and investment professional with over 15 years of experience in asset\nmanagement, private equity, and insurance. She brings strong leadership, cross-functional expertise, and a strategic mindset to our board,\nwith a proven track record in financial operations, stakeholder management, compliance, and risk governance across multiple markets.\nCurrently, she is the Head of Asset Controlling at a multinational corporation offering a range of insurance solutions. She oversees\nasset administration and custodian operations for high-net-worth portfolios. She also leads private equity investment processes, drives\ngovernance and compliance efforts, and liaises with stakeholders on valuation, legal, and reporting matters. Her previous roles include\nmanagerial positions at an asset management company and a global investment house, where she led fund operations, entity setup, tax compliance,\nand process improvements across Singapore, Mauritius, and the Cayman Islands. With significant experience in the professional services\nsector, she has served as an Audit Manager at KPMG Services Singapore and previously held a supervisory role at Ernst & Young Malaysia.\nMs. Yong is a Fellow Chartered Accountant (ACCA) and a member of the ISCA. She holds a BSc (Hons) in Applied Accounting from Oxford Brookes\nUniversity.\n\n \n\n**Lee Tze Wee**is a Director. Mr. Lee is\na highly accomplished C-suite finance executive with over 15 years of diversified experience across financial strategy, risk\nmanagement, and corporate finance. Widely regarded as a strategic finance visionary, he excels in high-stakes financial\ndecision-making, advanced financial control frameworks, and profitability optimization—supported by deep expertise in\nfinancial planning and analysis (FP&A) He currently serves as Interim Group Chief Financial Officer of a SGX-listed company.\nPrior to this, he held a position of Chief Financial Officer of a Malaysia Airlines subsidiary, where he also briefly held the role\nof Acting Chief Executive Officer in 2017. Earlier in his career, he served as a Finance Executive at Senari Synergy Sdn Bhd, where\nhe spearheaded group-wide restructuring, tax planning initiatives, and financial optimization efforts across multiple subsidiaries.\nHe began his career at Ernst & Young in the Risk and Advisory Department, progressing to senior associate and contributing to\nhigh-impact projects such as feasibility studies, internal audits, activity-based costing, and tariff modeling for public sector\nentities and listed corporations.\n\n \n\nMr. Lee is a Fellow Certified Practising Accountant\n(FCPA) with CPA Australia and a Chartered Accountant (C.A. (M)) under the Malaysian Institute of Accountants. He holds a Bachelor of Business\n(Accounting) from Swinburne University of Technology and is fluent in English, Malay, and Mandarin. He brings deep expertise in financial\nplanning and analysis, treasury, ERP implementation, and corporate governance, with a proven track record of delivering shareholder value\nand strengthening financial frameworks in complex, regulated environments.\n\n \n\n**Michael Puah Wooi Kuan** is a Director.\nMr. Puah is a seasoned finance leader with over 15 years of experience in strategic planning, group consolidation, financial controlling\nand IPO execution across industries including IT, aviation, F&B, pharmaceuticals, and plantations. Throughout his career, he has\nled cross-regional finance functions, strengthened financial governance frameworks, and enhanced reporting transparency to support informed\ndecision-making at senior leadership and board levels. He previously held senior finance leadership roles in multinational and listed\nenvironments, including serving as a core team member in the IPO preparation of AustAsia Group, contributing to its successful listing\non the Hong Kong Stock Exchange. Earlier in his career at PwC Singapore and Malaysia, he managed audit engagements for large public-listed\ncompanies and supported IPO readiness and regulatory compliance initiatives, building a strong technical foundation in IFRS, internal\ncontrols, and capital market requirements.\n\n \n\n57\n\n \n\n \n\n**Board\nDiversity**\n\n \n\nThe\ntable below provides certain information regarding the diversity of our board of directors as of the date of this annual report.\n\n \n\n**Board\nDiversity Matrix**\n\n** **\n\nCountry of Principal Executive Offices: \n Malaysia \n\nForeign Private Issuer \n Yes \n\nDisclosure Prohibited under Home Country Law \n No \n\nTotal Number of Directors \n 5 \n\n \n\n  \n   \n   \nNon-  \nDid Not Disclose \n\n  \nFemale  \nMale  \nBinary  \nGender \n\nPart I: Gender Identity \n   \n   \n   \n  \n\nDirectors \n 1  \n 4  \n 0  \n 0 \n\nPart II: Demographic Background \n    \n    \n    \n   \n\nUnderrepresented Individual in Home Country Jurisdiction \n 0  \n 0  \n 0  \n 0 \n\nLGBTQ+ \n 0  \n 0  \n 0  \n 0 \n\nDid Not Disclose Demographic Background \n 0  \n 0  \n 0  \n 0 \n\n \n\n**Family\nRelationships**\n\n \n\nThere are no family relationships among\nour directors or executive officers, as defined in Item 401 of Regulation S-K.\n\n \n\nB.\nCompensation\n\n \n\nUnder British Virgin Islands law, we are not required to disclose compensation\npaid to our executive officers on an individual basis and we have not otherwise publicly disclosed this information elsewhere.\n\n \n\n**Employment\nAgreements**\n\n \n\nThe\nCompany has employment agreements with each of our executive officers and directors for an indefinite period. We may terminate the employment\nfor cause, at any time, without advance notice or remuneration, for certain acts of the executive officers and directors. The Company\nand the executive officers and the directors are entitled to terminate the employment with advance notice.\n\n \n\n58\n\n \n\n** **\n\n**Share\nIncentive Plans**\n\n \n\nOn\nJanuary 29, 2024, the board of directors (the “Board”) of VCI Global Limited (the “Company”) approved an employee\nstock ownership plan (the “Plan”) which became effective upon adoption. On November 10, 2025, the Board adopted an amended\nand restated version of the Plan (the “2025 Plan”), which became effective on the same date. The 2025 Plan shall be effective\nupon the Effective Date and shall continue in full force and effect for a term of five (5) years from the date of adoption by the Board.\n\n \n\nThe maximum number of ordinary shares which shall be subject to options\nunder this 2025 Plan will be restricted to twenty per cent (20%) of the total outstanding share capital of the Company on a fully diluted\nbasis, recalculated immediately prior to each grant. Notwithstanding the foregoing, the maximum number of ordinary shares reserved for\nissuance pursuant to the 2025 Plan may be increased or decreased with the consent of the Board or A committee designated by our board\nof directors (the “ESOP Committee”). As of the date of this annual report, awards to receive or purchase 11,591,261 ordinary\nshares under the 2025 Plan have been granted and fully exercised.\n\n \n\nThe\nfollowing paragraphs summarize the terms of the 2025 Plan:\n\n* *\n\n*Eligibility*.\nOur qualified officers, directors, employees, consultants and other qualified persons are eligible to participate in the 2025 Plan.\n\n* *\n\n*Types\nof Awards*. The 2022 Plan permits the awards of options.\n\n* *\n\n*Plan\nAdministration*. The ESOP Committee will implement and administer the plan.\n\n* *\n\n*Evidence\nof award*. Awards can be evidenced by an agreement, certificate, resolution or other types of writing or an electronic medium approved\nby the ESOP Committee as the plan administrator that sets forth the terms and conditions of the awards granted.\n\n* *\n\n*Conditions\nof Award*. The ESOP Committee administrator shall determine the participants, types of awards, numbers of shares to be covered by\nawards, terms and conditions of each award, and provisions with respect to the vesting schedule, settlement, exercise, cancelation, forfeiture\nor suspension of awards.\n\n* *\n\n*Term\nof Award*. The term of each award shall be fixed by the administrator and is stated in the award agreement between recipient of an\naward and us, provided that the term shall generally be no more than two (2) years from the date the option is exercisable pursuant to\nthe relevant letter of grant or any other dates as may be stated thereof.\n\n* *\n\n*Grant\nSchedule*. In general, the plan administration committee determines the vesting schedule, which is specified in the relevant letter\nof grant.\n\n* *\n\n*Transfer\nRestrictions*. Unless otherwise determined by the board of directors or the ESOP Committee for certain limited permitted transfers,\nno award and no right under any such award shall be assignable, alienable, saleable or transferable by the employee holder otherwise\nthan by will or by the laws of descent and distribution.\n\n* *\n\n*Amendment,\nSuspension or Termination*. The board of directors or the ESOP Committee may amend, alter, suspend, discontinue or terminate the 2025\nPlan, or any award agreement hereunder or any portion hereof or thereof at any time, provided, however, that no such amendment, alteration,\nsuspension, discontinuation or termination shall be made without the consent of the affected recipient of an award with respect to any\naward agreement, the consent of the affected recipient of an award, if such action would materially and adversely affect the rights of\nsuch recipient under any outstanding award.\n\n \n\n59\n\n \n\n \n\nC.\nBoard Practices\n\n \n\n**Board\nLeadership Structure and Risk Oversight**\n\n \n\nOur\nBoard has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly\ndiscusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The\nrisk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board\nto understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk,\nincluding operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.\n\n** **\n\n**Board\nof Directors**\n\n \n\nOur\nbusiness and affairs are managed under the direction of our Board. Our Board consists of 5 directors, 4 of whom qualify as “independent”\nunder the listing standards of Nasdaq.\n\n \n\nDirectors\nserve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve until their\nsuccessors have been elected and qualified.\n\n \n\n**Director\nIndependence**\n\n \n\nOur\nBoard is composed of a majority of “independent directors” as defined under the rules of Nasdaq. We use the definition of\n“*independence*” applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “*independent\ndirector*” is a person other than an officer or employee of the company or any other individual having a relationship which,\nin the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities\nof a director. The Nasdaq listing rules provide that a director cannot be considered independent if:\n\n \n\n \n●\nthe\ndirector is, or at any time during the past three (3) years was, an employee of the company;\n\n \n\n \n●\n\nthe director or a family member of the director accepted any compensation\nfrom the company in excess of US$120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the\nindependence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);\n\n \n\n \n●\n\nthe director or a family member of the director is a partner in, controlling\nshareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current\nor any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or US$200,000,\nwhichever is greater (subject to certain exemptions);\n\n \n\n \n●\nthe\ndirector or a family member of the director is employed as an executive officer of an entity where, at any time during the past three\n(3) years, any of the executive officers of the company served on the compensation committee of such other entity; or\n\n \n\n \n●\nthe\ndirector or a family member of the director is a current partner of the company’s outside auditor, or at any time during the\npast three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.\n\n \n\nUnder such definitions, our Board has undertaken\na review of the independence of each director. Based on information provided by each director concerning his background, employment and\naffiliations, our Board has determined that a majority of our directors (Steve Ng Mun Huat, Zoe Yong Goon Wey, Lee Tze Wee and Michael\nPuah Wooi Kuan) are independent directors of the Company.\n\n \n\n60\n\n \n\n \n\n**Directors’\nFiduciary Duties**\n\n \n\nUnder\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty\nhas two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires\nthat a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate\nposition for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation\nand its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by\nthe shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and\nin the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by\nevidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director\nmust prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\nUnder\nBritish Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act\nhonestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director\nis required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account,\nwithout limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities\nundertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not\nact or agree to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act.\n\n \n\nIn\ncertain circumstances, a shareholder has the right to seek various remedies against the company in the event the directors are in breach\nof their duties under the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in, proposes\nto engage in or has engaged in, conduct that contravenes the provisions of the BVI Act or the memorandum or articles of association of\nthe company, the courts of the British Virgin Islands may, on application of a shareholder or director of the company, make an order\ndirecting the company or director to comply with, or restraining the company or director from engaging in conduct that contravenes the\nBVI Act or the memorandum or articles. Furthermore, pursuant to Section 184I(1) of the BVI Act, a shareholder of a company who considers\nthat the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have\nbeen, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the courts\nof the British Virgin Islands for an order which, inter alia, can require the company or any other person to pay compensation to the\nshareholders.\n\n \n\n**Indemnification\nof Directors and Executive Officers and Limitation of Liability**\n\n \n\nBVI\nlaw does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers\nand directors, except to the extent any such provision may be held by the BVI High Court to be contrary to public policy (e.g. for purporting\nto provide indemnification against the consequences of committing a crime). An indemnity will be void and of no effect and will not apply\nto a person unless the person acted honestly and in good faith and in what he believed to be in the best interests of the company and,\nin the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. Our post-offering amended\nand restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses\nincurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors or officers. This\nstandard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition,\nwe have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification\nbeyond that provided in our post-offering amended and restated memorandum and articles of association.\n\n \n\n61\n\n \n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n** **\n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nBoard has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board has\nnot yet adopted procedures by which stockholders may recommend nominees to the Board. The composition and responsibilities of each of\nthe committees of our Board are described below. Members serve on these committees until their resignation or until as otherwise determined\nby our Board.\n\n \n\n**Audit\nCommittee**\n\n \n\nOur audit committee consist of Steve Ng Mun Huat, Lee Tze Wee and Zoe\nYong Goon Wey. Steve Ng Mun Huat is the Chairman of the audit committee. In addition, our Board has determined that Steve Ng Mun Huat\nis an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act\nof 1933, as amended, or the Securities Act. The audit committee’s duties, which are specified in our Audit Committee Charter, include,\nbut are not limited to:\n\n \n\n \n●\nreviewing\nand discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board\nwhether the audited financial statements should be included in our annual disclosure report;\n\n \n\n \n●\ndiscussing\nwith management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation\nof our financial statements;\n\n \n\n \n●\ndiscussing\nwith management major risk assessment and risk management policies;\n\n \n\n \n●\nmonitoring\nthe independence of the independent auditor;\n\n \n\n \n●\nverifying\nthe rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible\nfor reviewing the audit as required by law;\n\n \n\n \n●\nreviewing\nand approving all related-party transactions;\n\n \n\n \n●\ninquiring\nand discussing with management our compliance with applicable laws and regulations;\n\n \n\n \n●\npre-approving\nall audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the\nservices to be performed;\n\n \n\n \n●\nappointing\nor replacing the independent auditor;\n\n \n\n \n●\ndetermining\nthe compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and\nthe independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;\n\n \n\n \n●\nestablishing\nprocedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls\nor reports which raise material issues regarding our financial statements or accounting policies; and\n\n \n\n \n●\napproving\nreimbursement of expenses incurred by our management team in identifying potential target businesses.\n\n** **\n\n62\n\n \n\n \n\nThe\naudit committee is composed exclusively of “independent directors” who are “financially literate” as defined\nunder the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and\nunderstand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.\n\n \n\nIn\naddition, the Company intends to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past\nemployment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or\nbackground that results in the individual’s financial sophistication.\n\n \n\n**Compensation\nCommittee**\n\n \n\nOur compensation committee consist of Lee Tze Wee, Steve Ng Mun Huat\nand Zoe Yong Goon Wey each of whom is an independent director. Each member of our compensation committee is also a non-employee director,\nas defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m)\nof the Code. Lee Tze Wee is the chairman of the compensation committee. The compensation committee’s duties, which are specified\nin our Compensation Committee Charter, include, but are not limited to:\n\n \n\n \n●\nreviews,\napproves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;\n\n \n\n \n●\nadministers\nour equity compensation plans;\n\n \n\n \n●\nreviews\nand approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and\n\n \n\n \n●\nestablishes\nand reviews general policies relating to compensation and benefits of our employees.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nOur nominating and corporate governance committee consist of Zoe Yong\nGoon Wey, Lee Tze Wee and Steve Ng Mun Huat. Zoe Yong Goon Wey is the Chairman of the nominating and corporate governance committee. The\nnominating and corporate governance committee’s duties, which are specified in our Nominating and Corporate Governance Audit Committee\nCharter, include, but are not limited to:\n\n \n\n \n●\nidentifying,\nreviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;\n\n \n\n \n●\nevaluating\ndirector performance on our Board and applicable committees of our Board and determining whether continued service on our Board is\nappropriate;\n\n \n\n \n●\nevaluating\nnominations by stockholders of candidates for election to our Board; and\n\n \n\n \n●\ncorporate\ngovernance matters.\n\n \n\n**Foreign\nPrivate Issuer Status**\n\n** **\n\nAs a foreign private issuer, the Company will be exempt from the rules\nunder the Exchange Act, and its officers, directors and principal shareholders will be exempt from the short-swing profit recovery provisions\ncontained in Section 16 of the Exchange Act. Therefore, our shareholders may not know on a timely basis when our officers, directors\nand principal shareholders purchase or sell our ordinary shares. Our executive officers and directors are required, pursuant to the Holding\nForeign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities.\nOur principal shareholders who are not officers or directors, however, remain exempt from Section 16(a) reporting requirements.\nIn addition, the Company will also be permitted to follow corporate governance practices in accordance with BVI law in lieu of most of\nthe corporate governance rules set forth by Nasdaq, other than the Nasdaq’s requirements that it must (1) have an audit committee\nthat meets the requirements of Exchange Act Rule 10A-3 and (2) provide Nasdaq prompt notification from its chief executive officer\nof non-compliance with applicable provisions of the corporate governance rules. Notably, the Company will be permitted to follow corporate\ngovernance practices in accordance with BVI law in lieu of Nasdaq’s requirements concerning (i) a majority independent board,\n(ii) the nominating and corporate governance committee, (iii) the compensation committee, and (iii) the three-director\nminimum for the audit committee. The Company has elected to follow the corporate governance rules of Nasdaq at this time. Notwithstanding\nthe foregoing, we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules\nregarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended\nand restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares,\npreferred shares, warrants and convertible notes without shareholder approval.\n\n \n\n63\n\n \n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nExcept\nas disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:\n\n \n\n \n●\nbeen\nconvicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor\noffenses);\n\n \n\n \n●\nhad\nany bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business\nassociation of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2)\nyears prior to that time;\n\n \n\n \n●\nbeen\nsubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction\nor federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement\nin any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to\nbe associated with persons engaged in any such activity;\n\n \n\n \n●\nbeen\nfound by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated\na federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n\n \n●\nbeen\nthe subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently\nreversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged\nviolation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions\nor insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,\ncivil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting\nmail or wire fraud or fraud in connection with any business entity; or\n\n \n\n \n●\nbeen\nthe subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization\n(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange\nAct), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons\nassociated with a member.\n\n \n\nC.\nEmployees\n\n \n\nSee\n“Item 4. Information on the Company—B. Business Overview—Employees.”\n\n \n\nE.\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 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●\neach\nperson known to us to own beneficially more than 5% of our 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 Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership\nof each listed person is based on 9,284,913 Ordinary Shares outstanding as of the date of this annual report.\n\n \n\n64\n\n \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 Ordinary\nShares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting\nor investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below\nand the percentage ownership of such person, Ordinary Shares underlying options, warrants, or convertible securities, including Preferred\nShares, held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding,\nbut are not deemed outstanding for computing the percentage ownership of any other person.\n\n \n\n  \nOrdinary Shares Beneficially Owned \n\n  \nNumber  \n% \n\n**Directors and Executive Officers(1):** \n   \n  \n\nVictor Hoo Voon Him \n 2,225,533 (2) \n 23.969%\n\nAng Zhi Feng \n 24,871  \n * \n\nAudrey Liu Ser Wei \n 24,873  \n * \n\nSteve Ng Mun Huat \n -  \n - \n\nMichael Puah \n -  \n - \n\nZoe Yong Goon Wey \n -  \n - \n\nLee Tze Wee \n -  \n - \n\nAll directors and executive officers as a group (7 individuals): \n 2,275,227  \n 24,505%\n\n  \n    \n   \n\n5% Shareholders: \n    \n   \n\nVictor Hoo Voon Him \n 2,225,533 (2) \n 23.969%\n\n \n\n*\nLess\nthan 1%.\n\n(1)\nUnless\notherwise indicated, the principal address of the named directors and directors and 5% stockholders of the Company is Suite 33.03\nof Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia.\n\n(2)\nIncludes 59 shares owned by VCI Equity Fund (L) Limited (previously\nknown as V Invesco Fund (L) Limited), a company owned and controlled by Victor Hoo Voon Him.\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."}