{"url_path":"/sec/wyhg/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":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1999860/0001213900-26-056618-index.html","accession_number":"0001213900-26-056618","cik":"0001999860","ticker":"WYHG","issuer_name":"Wing Yip Food Holdings Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1999860/0001213900-26-056618-index.html","primary_entity_key":"0001999860","primary_entity_name":"Wing Yip Food Holdings Group Ltd"},"word_count":2982,"has_tables":true,"body_markdown":"**Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\nA. Directors and Senior Management\n\n \n\nThe following table sets forth information regarding\nour directors and executive officers as of the date of this annual report.\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nMr. Xiantao Wang\n \n42\n \nDirector and Chairman of the Board of Directors\n\nMs. Tingfeng Wang\n \n43\n \nDirector, Chief Executive Officer\n\nMr. Haobo Ye\n \n51\n \nChief Financial Officer\n\nMr. Yang Chen\n \n42\n \nIndependent director\n\nMr. Nanlong Liu\n \n44\n \nIndependent director\n\nMr. Guipeng Huang\n \n42\n \nIndependent director\n\n \n\nThe following is a brief biography of each of\nour executive officers and directors:\n\n**  **\n\n**Mr. Xiantao Wang** has been a\ndirector and the chairman of the board of directors of Wing Yip since April 2015. He has also been the chairman of the board of directors\nof Wing Yip GD since November 2014. Prior to his current roles, Mr. Wang served as the sales manager at Wing Yip GD from December 2010\nto March 2012, and the general manager at Wing Yip GD from April 2012 to November 2014. Mr. Wang received his Bachelor’s\ndegree in International Economics and Trade from Zhongkai College of Agriculture and Engineering in China in July 2007.\n\n** **\n\n**Ms. Tingfeng Wang**has been a director\nof Wing Yip since December 2016 and the Chief Executive Officer of Wing Yip since January 2023. She has also held different\nroles, including human resources and administration manager, director, assistant to the chairman of board of directors, IPO affairs manager,\nand manager of corporate development department at Wing Yip GD since December 2013. She is also a director at our subsidiary Wing\nYip HN. She obtained her Bachelor’s degree in Human Resource Management & Industrial Relations and International Business\nfrom Victoria University of Wellington in New Zealand in December 2006.\n\n** **\n\n**Mr. Haobo Ye** has been the Chief\nFinancial Officer of Wing Yip since July 2020. He has also served as chief financial officer of our subsidiary, Wing Yip GD, since\nJuly 2020 and a director of Wing Yip GD since December 2014. From June 2016 to June 2020, Mr. Ye served as the\nwarehouse manager and financial advisor of Wing Yip GD. From December 2010 to November 2014, Mr. Ye served as the\nlegal representative of Wing Yip GD. He obtained his associate degree in Finance Management from Baoding Vocational and Technical\nCollege in China in June 2000.\n\n** **\n\n90\n\n \n\n** **\n\n**Mr. Yang Chen** has been an independent\ndirector of Wing Yip since December 26, 2023. Mr. Chen founded Shenzhen 0086 Digital Technology Limited and has served as its CEO\nand executive director since January 2022. His prior experience includes serving as a director and executive vice president of Yunnan\nNatural Roots Bio-Tech Limited from June 2020 to December 2021, and as a director and executive vice president of Shenzhen Blooming\nCreative Investment Limited, from July 2016 to April 2020. Prior to that, from February 2015 to June 2016, he held\nthe position of vice president at Shenzhen Nanjiquan Culture Limited, and the executive vice president at Saudi Investment Limited from\nJune 2013 to December 2014. From December 2008 to June 2013, Mr. Chen served as the senior project manager in\nthe investment banking departments of two financial institutions, including CASH Financial Services Group Limited and IVY Investment Limited.\nMr. Chen received his Bachelor’s degree in Accounting and Finance from the University of Bradford in the U.K. in July 2005.\nHe received his Master’s degree in Accounting and Finance from The University of Manchester in the U.K. in September 2006.\n\n** **\n\n**Mr. Nanlong Liu**has been an\nindependent director of Wing Yip since December 26, 2023. Mr. Liu has served as general manager and executive director of Ruanxun (Xiamen)\nEnterprise Service Co., Ltd. since August 2022. His prior experience includes serving as audit director of Xiamen Zongheng Group Co, Ltd.\nfrom March 2014 to August 2022, and as audit supervisor of Xiamen Comfort Sci&Tech Group Co Ltd (stock code: 002614) (prior name:\nXiamen Mengfali Technology Group Co, Ltd.), a company listed on Shenzhen Stock Exchange, from March 2012 to March 2014. Prior to that,\nfrom March 2010 to February 2012, he held the position of audit specialist at LeXiang (China) Investment Management Co, Ltd., and lead\naccountant at Neimenggu Little Sheep Catering Chain Co, Ltd. Xiamen Branch from July 2005 to March 2009. Mr. Liu received his Bachelor’s\ndegree in Accounting from Fuzhou University in China in December 2005. He is a certified public accountant in China.\n\n \n\n**Mr. Guipeng Huang** has been an independent\ndirector of Wing Yip since April 30, 2025. Since November 2024, he has been serving as Head of the Credit Department at the Zhongshan\nHuangpu branch of Industrial and the Commercial Bank of China (“ICBC”). From November 2021 to October 2024, he served as branch\nmanager of the Zhongshan Yongan branch. From May 2016 to October 2017, he was deputy director of the business department at the same branch,\nand subsequently served as director of the business department from November 2017 to October 2021. Between December 2012 and April 2016,\nhe worked as a corporate account manager at the Zhongshan Huangpu branch of the ICBC. From March 2008 to November 2012, he held the position\nof Personal Loan Account Manager at the same branch. Mr. Huang received his Bachelor’s degree in Business Administration from Guangdong\nRadio and Television University in 2005. He received his Bachelor’s degree in Finance from Southwest University in 2008.\n\n \n\n**Family Relationships**\n\n** **\n\nOur director and chairman of the board of directors,\nMr. Xiantao Wang, is the biological brother of our director and Chief Executive Officer, Ms. Tingfeng Wang. Except for that, none of our\ndirectors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.\n\n \n\nB. Compensation\n\n \n\nFor the fiscal year ended December 31, 2025, we\npaid an aggregate of US$274,899.54, as compensation to our executive officers, and we paid an aggregate of US$118,402.43 to our directors\nas yearly directors’ fees. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits\nto our directors and executive officers. Our operating subsidiaries in mainland China are required by law to make contributions equal\nto certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance, and\nother statutory benefits and a housing provident fund.\n\n \n\nC. Board Practices\n\n \n\n**Board of Directors**\n\n** **\n\nOur articles of association provide that our board\nof directors shall consist of not less than three directors (at least one-third of the directors be comprised of independent non-executive\ndirector) and that shareholders may from time to time by ordinary resolution at a general meeting determine the maximum number of directors.\nOur board of directors consists of five directors, three of whom are “independent” within the meaning of the corporate governance\nstandards of the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.\n\n \n\nOur board of directors is responsible for formulating\nstrategy, corporate and capital structure, overseeing financial reporting and auditing, external communication, board appointments, compensation\npolicy and maintenance of corporate governance standards. The board of directors is also responsible for ensuring that the necessary internal\ncontrol mechanisms are in place to identify business, financial and operating risks and developing adequate structures and policies to\nmitigate those risks.\n\n \n\n91\n\n \n\n \n\n**Duties of Directors**\n\n \n\nUnder Hong Kong law, our directors owe fiduciary\nduties to our Company, including a duty to act in good faith in our best interests, a duty to exercise powers for a proper purpose, a\nduty to avoid conflicts between personal interests and our interests and a duty not to make secret profits. The Companies Ordinance also\ncodifies directors’ duties of care, skill and diligence, which reflects a mixed objective and subjective test for the standard in\ncarrying out a director’s duty to exercise reasonable care, skill and diligence. In deciding whether a director has breached his\nor her duties, both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions\nof the director of the company (the objective test) and the general knowledge, skill and experience of that particular director (the subjective\ntest) have to be considered.\n\n \n\nIf a director fails to comply with his or her\nduties, he or she may be liable to civil or criminal proceedings and may be disqualified from acting as a director. We have the right\nto seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to\nseek damages in our name if a duty owed by our directors is breached. In accordance with our Articles of Association, the functions and\npowers of our board of directors include, among others, (i) convening shareholders’ annual general meetings and reporting its work\nto shareholders at such meetings, (ii) recommending the declaration of dividends, and (iii) appointing officers and determining their\nterms of offices and responsibilities. \n\n \n\n**Terms of Directors and Executive Officers**\n\n** **\n\nOur articles of association provide that each\ndirector shall retire from office at least once every three years. However, a retiring director is eligible for re-election at the meeting\nat which he retires. A director who was appointed by the board of directors holds office until the next annual general meeting of the\nCompany at which time such director shall retire and is eligible for re-election at that meeting. All of our executive officers are appointed\nby, and serve at the discretion of, our board of directors. \n\n \n\n**Qualification**\n\n \n\nOur directors are not required under our articles\nof association to hold any shares of our Company by way of qualification.\n\n \n\n**Employment Agreements and Indemnification Agreements**\n\n \n\nWe have entered into employment agreements with\neach of our executive officers. Pursuant to employment agreements, we agree to employ each of our executive officers for a specified time\nperiod, which may be renewed upon both parties’ agreement 30 days before the end of the current employment term, and payment of\ncash compensation and benefits shall become payable when the Company becomes a public reporting company in the U.S. We may terminate the\nemployment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited\nto the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of\na criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect\nof his or her duties. An executive officer may terminate his or her employment at any time with one-month prior written notice. Each executive\nofficer has agreed to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to\nany person, corporation or other entity without written consent, any confidential information.\n\n \n\nWe have also entered into indemnification agreements\nwith each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers\nagainst certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or\nofficer of our Company.\n\n \n\n92\n\n \n\n \n\n**Committees of the Board of Directors**\n\n \n\nWe have established three committees under the\nboard of directors: an audit committee, a compensation committee, and a nominating and a corporate governance committee. We have adopted\na charter for each of the three committees. Each committee’s members and functions are described below.\n\n* *\n\n*Audit Committee.*Our audit committee consists\nof Mr. Guipeng Huang, Mr. Yang Chen and Mr. Nanlong Liu. Mr. Yang Chen is the chairperson of our audit committee. We have determined that\neach of our independent directors also satisfies the “independence” requirements of the Nasdaq listing rules under and\nRule 10A-3 under the Exchange Act. Our board also has determined that Mr. Yang Chen qualifies as an audit committee financial\nexpert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules.\nThe audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our Company.\nThe audit committee is responsible 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\n*Compensation committee.*Our compensation\ncommittee consists of Mr. Guipeng Huang, Mr. Yang Chen and Mr. Nanlong Liu. Mr. Nanlong Liu is the chairperson of our compensation committee.\nWe have determined that each of our independent directors also satisfies the “independence” requirements of the Nasdaq listing\nrules and Rule 10C-1 under the Exchange Act. The compensation committee assists the board in reviewing and approving the\ncompensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer\nmay not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for,\namong other things:\n\n \n\n \n●\nreviewing and approving the total compensation package for our most senior executive officers;\n\n \n\n \n●\napproving and overseeing the total compensation package for our executives other than the most senior executive officers;\n\n \n\n \n●\nreviewing and recommending to the board with respect to the compensation of our directors;\n\n \n\n \n●\nreviewing periodically and approving any long-term incentive compensation or equity plans;\n\n \n\n \n●\nselecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and\n\n \n\n \n●\nreviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.\n\n* *\n\n93\n\n \n\n* *\n\n*Nominating and corporate governance committee.*Our nominating committee consists of Mr. Guipeng Huang, Mr. Yang Chen and Mr. Nanlong Liu. Mr. Guipeng Huang is the chairperson of\nour nominating committee. We have determined that each of our independent directors also satisfies the “independence” requirements\nof the Nasdaq listing rules. The nominating and corporate governance committee assists the board of directors in selecting individuals\nqualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance\ncommittee is responsible for, among other things:\n\n \n\n \n●\nidentifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;\n\n \n\n \n●\nreviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;\n\n \n\n \n●\nidentifying and recommending to our board the directors to serve as members of committees;\n\n \n\n \n●\nadvising the board periodically with respect 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 our board of directors on all matters of corporate governance and on any corrective action to be taken; 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\nD. Employees\n\n \n\nSee “Item 4. Information on the Company—B.\nBusiness Overview—Employees.”\n\n \n\nE. Share Ownership\n\n \n\nThe following table sets forth information with\nrespect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of\nthis annual report for:\n\n \n\n \n●\neach of our directors and executive officers; and\n\n \n \n \n\n \n●\neach person known to us to own beneficially more than 5% of our Ordinary Shares.\n\n \n\nBeneficial ownership includes voting or investment\npower with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named\nin the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. Percentage\nof beneficial ownership of each listed person is based on 50,330,928 Ordinary Shares outstanding as of the date of this annual report.\n\n \n\n94\n\n \n\n \n\nInformation with respect to beneficial ownership\nhas been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined\nin accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.\nIn computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary\nShares underlying options, warrants, or convertible securities, held by each such person that are exercisable or convertible within 60\ndays of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of\nany other person.\n\n \n\n  \nOrdinary Shares\nBeneficially Owned \n\n  \nNumber  \nPercent \n\n**Directors and Executive Officers(1):** \n   \n  \n\nXiantao Wang (Director and Chairman) \n 8,017,647  \n 15.93%\n\nTingfeng Wang (Director and CEO) \n 12,932,031  \n 25.69%\n\nHaobo Ye (CFO) \n 1,540,964  \n 3.06%\n\nYang Chen (Independent Director) \n —  \n — \n\nNanlong Liu (Independent Director) \n —  \n — \n\nGuipeng Huang (Independent Director) \n —  \n — \n\nAll directors and executive officers as a group (six individuals): \n 22,490,642  \n 44.69%\n\n5% Shareholders: \n    \n   \n\nXiantao Wang \n 8,017,647  \n 15.93%\n\nTingfeng Wang \n 12,932,031  \n 25.69%\n\n \n\nNotes:\n\n \n\n(1)\nUnless otherwise indicated, the business address of each of the individuals is No.9, Guanxian North Rd, Huangpu Town, Zhongshan City, Guangdong, China 528429.\n\n  \n\nAs of the date of this annual report, approximately\n4.68% of our issued and outstanding Ordinary Shares are held in the United States by one record holder (Deutsche Bank Trust Company Americas).\n\n \n\nWe are not aware of any arrangement that may,\nat a subsequent date, result in a change of control of our Company.\n\n \n\nF. Disclosure of a Registrant’s Action\nto Recover Erroneously Awarded Compensation\n\n \n\nNot applicable."}