{"url_path":"/sec/yddl/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":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","accession_number":"0001213900-26-048051","cik":"0002034723","ticker":"YDDL","issuer_name":"One & one Green Technologies. INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","primary_entity_key":"0002034723","primary_entity_name":"One & one Green Technologies. INC"},"word_count":3376,"has_tables":true,"body_markdown":"**ITEM 6.\nDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**6.A.\nDirectors, Executive Officers and Key Employees**\n\n \n\nThe\nfollowing table provides information regarding our executive officers and directors:\n\n \n\nDirectors\nand Executive officers \nAge \nPosition\n\nCaifen\nYan \n43 \nChief Executive Officer, Chairman\nof the Board and Director\n\nHuajun\nYan \n44 \nChief Operating Officer and Director\n\nChun\nKit Wong \n39 \nChief Financial Officer\n\nSamuel\nU. Lee(1)(2)(3) \n62 \nIndependent Non-Executive Director\n\nJehn\nMing Lim(1)(2)(3) \n44 \nIndependent Non-Executive Director\n\nHan\n(Francis) Zhang(1)(2)(3) \n44 \nIndependent Non-Executive Director\n\n \n\n \n\n(1)Member\nof the Audit Committee\n\n(2)Member\nof the Compensation Committee\n\n(3)Member\nof the Nominating Committee\n\n \n\n**Caifen\nYan, Chief Executive Officer, Director and Chairman of the Board**\n\n \n\nMs.\nYan has been our Chief Executive Officer, Director and Chairman of the Board of Directors since our incorporation. She was fully responsible\nfor the operation and management of the whole business. She was an active entrepreneur with extensive experience in conducting business\noperations in China. Ms. Caifen Yan has been appointed as the president of the Jiangsu Chamber of Commerce and Industry in the Philippines\nsince 2024, she is also the vice president of Zhejiang Chamber of Commerce in the Philippines.\n\n** **\n\n**Huajun\nYan, Chief Operating Officer and Director**\n\n \n\nMr. Yan\nhas been our Chief Operating Officer since our incorporation. He led the management of the company, setting and achieving the company’s\nbusiness goals, ensuring the stability of the supply and the safety of production operations. His work included budget management, team\nmanagement, business development and sales, R&D, and product quality assurance and delivery. Mr. Yan is vice president of the Jiangsu\nChamber of Commerce and Industry in the Philippines.\n\n** **\n\n**Chun\nKit Wong, Chief Financial Officer**\n\n \n\nMr.\nWong is our Chief Financial Officer. Mr. Wong is responsible for providing leadership, direction and management of the finance and accounting\nteam, and advising on long-term business and financial planning. Mr. Wong has been the independent director of Epsium Enterprise Limited\nsince April 1, 2026. Mr. Wong has been the head of corporate finance at a Chinese real estate enterprise since June 2023, specializing\nin corporate finance, M&A and compliance matters. During March 2021 to June 2023, Mr. Wong was the vice president of Guosen Securities\n(HK) Financial Holdings Co., Ltd. Prior to that, Mr. Wong was the vice president of Futec International Holdings Limited during May 2017\nto February 2019, and March 2019 to February 2021. Mr. Wong is a member of the Hong Kong Institute of Certified Public Accountants since\n2017. He graduated from Hong Kong Baptist University in accountancy with a bachelor’s degree of Commerce in 2011.\n\n** **\n\n**Samuel\nU. Lee, Independent Non-Executive Director**\n\n \n\nMr. Lee\nis our independent director. Mr. Lee has served as the chairman of the board of Travellers Insurance & Surety Corporation\nsince 2013. He is also the chairman of the board of the Premier Life and General Assurance Corporation, and chairman of Travellers Insurance\n& Surety (TRISCO) Corporation. Mr. Lee received his bachelor’s degree of Science in Mechanical Engineering from De La\nSalle University in 1981.\n\n \n\n**Jehn\nMing Lim, Independent Non-Executive Director**\n\n \n\nMr. Lim\nis our independent director. Mr. Lim has extensive experience in auditing and advisory for companies listed in the United States.\nHe has been engaging in this profession for more than 20 years, and is familiar with the SEC regulations and listing rules, as well\nas US GAAP. He is currently the Chief Financial Officer of Kandi Technologies, Corp., an electric vehicle and battery manufacturer\nlisted on Nasdaq (NASDAQ: KNDI), as well as the Independent Director of Jiuzi Holdings, Inc. (NASDAQ: JZXN). Prior to that,\nhe served as the Chief Financial Officer of Takung Art Co., Ltd. from 2019 to 2020. During 2013 to 2019, he was the Managing Director\nof a US-based financial consulting firm and was mainly responsible for overseeing SEC reporting, GAAP technical consultation, financial\nstatement audit preparation, due diligence and internal controls compliance services. He has overseen and completed multiple listing\napplications in United States for Chinese and Hong Kong companies in the industries of fintech, consumer services, e-commerce,\nmanufacturing, energy, film and television entertainment and agriculture, etc. (through Forms S-1 and F-1, SPAC and Form 10 reverse\nmerger transactions), and managed multiple projects for US GAAP consulting, SOX 404, pre-audit process, SEC financial reporting, development\nof financial forecasting models, and due diligence for IPO and M&A transactions. He received his Bachelor’s degree of Economics &\nAccounting from University of California, Santa Barbara in 2004.\n\n \n\n40\n\n \n\n** **\n\n**Han\n(Francis) Zhang, Independent Non-Executive Director**\n\n \n\nMr. Zhang\nis our independent director. Mr. Zhang was the Chief Financial Officer and Director of Jiuzi Holdings Inc (Nasdaq: JZXN) from August 2020\nto August 2024. Prior to joining Jiuzi Hoildings, Inc., he served as the Executive Director of Shanghai Qianzhe Consulting Co.,\nLtd, where he was mainly responsible for overseas M&A projects, and follow-on investments and management of newly formed financial\nholding groups. From February 2014 to January 2019, he served as the Deputy General Manager of Tebon Innovation Capital Co.,\nLtd, where he was responsible for business development and asset management. From April 2012 to May 2013, he worked for the\nInvestment Department at Sanhua Holding Group, during which he was in charge of overseas M&A projects, new financial investments,\nand post-investment management. Mr. Zhang earned an MBA degree from the University of Birmingham in 2005, a Master of Science in\nFinance with honors from Leeds Metropolitan University in 2004, and a Bachelor’s Degree in Economy from Zhejiang University of\nTechnology in 2003.\n\n \n\n**Family\nRelationships**\n\n \n\nMr. Huajun\nYan, our Chief Operating Officer and Director, is the brother of Ms. Caifen Yan, our Chief Executive Officer, Chairman of the Board and\nDirector. There is no other family relationship among our directors, persons nominated to become directors, or executive officers.\n\n \n\n**6.B.\nCompensation**\n\n \n\nDuring the year ended December 31, 2025,\nwe paid $1,064,040 to our executive officers and directors. During the year ended December 31, 2024, we paid $Nil to our executive\nofficers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors.\n\n** **\n\n**Employment\nAgreements**\n\n** **\n\nWe\nhave entered into employment agreements with each of our executive officers, including Ms. Caifen Yan, Mr. Huajun Yan and Mr. Chun Kit\nWong (collectively, the “Executive Officers”), pursuant to which such individuals have agreed to serve as our Executive Officers\nfor a period of 3 years from February 18, 2025. We may terminate the employment for cause at any time for certain acts, such as\nconviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct\nor a failure to perform agreed duties. We may also terminate the employment without cause at any time upon 1 months’ advance\nwritten notice. Each Executive Officer may resign at any time upon 1 months’ advance written notice.\n\n \n\nEach\nExecutive Officer has agreed to hold, both during and after the termination or expiry of his employment agreement, in strict confidence\nand not to use, except as required in the performance of his duties in connection with the employment or pursuant to applicable law,\nany of our confidential or proprietary information or the confidential or proprietary information of any third party received by us and\nfor which we have confidential obligations. Each Executive Officer has also agreed to disclose in confidence to us all inventions, designs\nand trade secrets which he conceives, develops or reduces to practice during his employment with us and to assign all right, title and\ninterest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs\nand trade secrets.\n\n \n\nIn\naddition, each Executive Officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of the employment\nand for one year following the last date of employment. Specifically, each Executive Officer has agreed not to: (i) engage or assist\nothers in engaging in any business or enterprise that is competitive with our business, (ii) solicit, divert or take away the business\nof our clients, customers or business partners, or (iii) solicit, induce or attempt to induce any employee or independent contractor\nto terminate his or her employment or engagement with us. The employment agreements will also contain other customary terms and provisions.\n\n \n\n**Compensation\nRecovery Policy**\n\n \n\nOn\nMarch 1, 2025, our board of directors adopted an executive compensation recovery policy (the “Compensation Recovery Policy”),\nproviding for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event\nthe Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error\nthat is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected\nin the current period or left uncorrected in the current period. Adoption of the Compensation Recovery Policy was mandated by new Nasdaq\nlisting standards introduced pursuant to Exchange Act Rule 10D-1. The Compensation Recovery Policy is in addition to Section 304 of the\nSarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant\nissuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the\nissuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. A copy of the Compensation Recovery\nPolicy has been filed herewith as Exhibit 97.1.\n\n \n\n41\n\n \n\n \n\n**6.C.\nBoard Practices**\n\n \n\nOur\nboard of directors consists of five directors, including two executive directors and three independent directors. We have also established\nan Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. We have adopted a charter for each\nof the three committees. Each of the committees of our board of directors shall have the composition and responsibilities described below.\n\n \n\n**Audit\nCommittee**\n\n \n\nOur\nAudit Committee consists of Samuel U. Lee, Jehn Ming Lim, and Han (Francis) Zhang. Han (Francis) Zhang serves as the chair of our audit\ncommittee. We have determined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605\nand Rule 10A-3 under the Exchange Act. Our Board of Directors has determined that Han (Francis) Zhang qualifies as an audit\ncommittee financial expert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and\n(iii) of Regulation S-K of the SEC. We have adopted the Audit Committee Charter. The primary duties of the Audit Committee\nare, among other things:\n\n \n\n●Make\nrecommendations to the Board in relation to the appointment;\n\n \n\n●Re-appoint\nand remove the external auditor;\n\n \n\n●Monitor\nthe reporting of our Company’s financial statements, annual reports, accounts and half-year\nreports; and\n\n \n\n●Review\nand supervise our financial controls, internal control and risk management systems.\n\n** **\n\n**Compensation\nCommittee**\n\n \n\nOur\ncompensation committee consists of Samuel U. Lee, Jehn Ming Lim, and Han (Francis) Zhang. Jehn Ming Lim serves as the chairperson of\nour compensation committee. We have adopted the Compensation Committee Charter. Copies of our Compensation Committee Charter is attached\nas an exhibit to this registration statement. The primary duties of the compensation committee are, among other things:\n\n \n\n●Make\nrecommendations to the Board in relation to our policy and structure for all Directors’\nand senior management’s compensation;\n\n \n\n●Make\nrecommendations to the Board on the compensation packages of individual directors and senior\nmanagement personnel; and\n\n \n\n●Review\nperformance-based compensation and ensure that none of the Directors determine their own\ncompensation.\n\n** **\n\n**Nominating\nCommittee**\n\n \n\nOur\nnominating committee consists of Samuel U. Lee, Jehn Ming Lim, and Han (Francis) Zhang. Samuel U. Lee is the chairperson of our nominating\ncommittee. We have adopted the Nominating Committee Charter. The primary duties of the Nominating Committee are, among other things:\n\n \n\n●Review\nthe structure, size and composition of the Board on a regular basis\n\n \n\n●Identify\nindividuals suitably qualified to become Board members\n\n \n\n●Assess\nthe independence of independent directors; and\n\n \n\n●Make\nrecommendations to the Board in relation to the appointment or re-appointment of Directors\n\n \n\n42\n\n \n\n \n\n**Duties\nof Directors**\n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best\ninterests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do\nso) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his\nor her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously\nconsidered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be\nexpected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective\nstandard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n** **\n\n**Code\nof Business Conduct and Ethics**\n\n** **\n\nWe\nhave adopted a code of business conduct and ethics, which is applicable to all of our Directors, Executive Officers and employees and\nis publicly available.\n\n \n\n**6.D.\nEmployees**\n\n \n\nFor\nthe year ended December 31, 2025, we had 90 employees, on a full-time basis, and primarily based in San Rafael, Bulacan Philippines.\nWe had 97 employees as of December 31, 2024.\n\n \n\nThe\nfollowing table sets out the number of our employees, excluding external experts, categorized by functions as of the respective date\nindicated herein:\n\n \n\nFunctions \nNumber\nof\nEmployees\n\nas of\nDecember 31,\n2025  \nNumber\nof\nEmployees\n\nas of\nDecember 31,\n2024 \n\nRegular operator \n 74  \n 81 \n\nEngineering \n 7  \n 7 \n\nManagement \n 6  \n 6 \n\nResearch and Development \n 3  \n 3 \n\nTotal \n 90  \n 97 \n\n \n\nOur\nsuccess is highly dependent on our human capital and a strong leadership team. We are committed to attracting, retaining, and developing\nstaff with the requisite skills, experience, and potential to implement our growth strategy. We are also dedicated to maintaining a stable\nworkforce of skilled employees to support our operational and strategic objectives.\n\n \n\nOur\ncorporate culture is rooted in fairness, ethics, diversity, and performance orientation. Upon onboarding, our new employees will be introduced\nto our vision and core values that we expect all staff to uphold. These principles are underpinned by a business-wide Code of Conduct\nand Ethics supported by appropriate training programs.\n\n \n\nWe\nprovide social insurance for all the workers in contraction, under the supervision of the Philippine Department of Labor and Employment.\n\n \n\nNone\nof our employees is represented by a labor union and there have been no work stoppages to date. We generally regard relations with our\nemployees to be positive.\n\n \n\nOur\nemployees’ compensation for the years ended December 31, 2025, and 2024 were as follows:\n\n \n\n  \n2025  \n2024 \n\nTotal payment in PHP \n 32,995,155  \n 33,110,713 \n\nTotal payment US$ equivalent \n 574,000  \n 577,983 \n\n \n\n**6.E.\nShare Ownership**\n\n \n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our Class A Ordinary Shares as of the date of this annual\nreport by our officers, directors and 5% or greater beneficial owners of Class A Ordinary Shares.\n\n \n\nWe\nhave determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership\nof securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is\nalso deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.\nUnless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown\nas beneficially owned by him, subject to applicable community property laws.\n\n \n\n43\n\n \n\n \n\nAs of the date of this annual report, we had 45,829,373 Class A Ordinary\nShares and 10,203,960 Class B Ordinary Shares issued and outstanding. Each Class A ordinary share shall entitle the holder thereof to\none (1) vote on all matters subject to vote at general meetings of our company. Each Class B Ordinary Shares shall entitle the holder\nthereof to twenty (20) votes on all matters subject to vote at general meetings of our company.\n\n \n\nOther\nthan disclosed above, none of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business\nof underwriting securities. The number of individual holders of record is based exclusively upon our share register and does not address\nwhether a share or shares may be held by the holder of record on behalf of more than one person or institution who may be deemed to be\nthe beneficial owner of a share or shares in our company.\n\n \n\n  \n   \n   \n   \n   \nCombined \n\n  \nAmount of  \n   \nAmount of  \n   \nVoting \n\n  \nBeneficial  \nPercentage  \nBeneficial  \nPercentage  \nPower of \n\n  \nOwnership  \nOwnership  \nOwnership  \nOwnership  \nClass A and \n\n  \nof Class A  \nof Class A  \nof Class B  \nof Class B  \nClass B \n\n  \nOrdinary  \nOrdinary  \nOrdinary  \nOrdinary  \nOrdinary \n\nExecutive Officers and Directors \nShares  \nShares  \nShares  \nShares  \nShares \n\nDirectors and Named Executive Officers: \n   \n   \n   \n   \n  \n\nCaifen Yan (1) \n 23,809,240  \n 51.95% \n 10,203,960  \n 100% \n 91.19%\n\nHuajun Yan(2) \n —  \n —  \n —  \n —  \n — \n\nChun Kit Wong \n —  \n —  \n —  \n —  \n — \n\nHan (Francis) Zhang \n —  \n —  \n —  \n —  \n — \n\nSamuel U. Lee \n —  \n —  \n —  \n —  \n — \n\nJehn Ming Lim \n —  \n —  \n —  \n —  \n — \n\nAll executive officers and directors as a group (6 persons) \n 23,809,240  \n 51.95% \n 10,203,960  \n 100% \n 91.19%\n\n  \n    \n    \n    \n    \n   \n\n5% or Greater Stockholders \n    \n    \n    \n    \n   \n\nOne and one International Limited(1)(2) \n 23,809,240  \n 51.95% \n 2,000,000  \n 100% \n 91.19%\n\nGlowing Star Technology Limited(3) \n 2,329,600  \n 5.08% \n —  \n —% \n 0.93%\n\nAsahi Sea Group Limited(4) \n 2,366,000  \n 5.16% \n —  \n —% \n 0.94%\n\nBOYUO International Limited(5) \n 2,511,600  \n 5.48% \n —  \n —% \n 1.01%\n\n \n\n \n\n(1)Caifen\nYan, Chief Executive Officer, Chairman of the Board and Director of One and one Cayman, holds\nthe voting and dispositive power over the Class A Ordinary Shares and Class B Ordinary Shares\nheld by One and one International Limited. Ms. Yan is the sole director and holder of 76.5%\nof the equity interests in Sunbeam Holdings Limited, which is the sole shareholder of One\nand One International Limited. As a result of this ownership structure, Ms. Yan is deemed\nto have sole voting and dispositive power over the shares held by One and One International\nLimited. The registered address of One and one International Limited is Start Chambers, Wickham’s\nClay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n(2)Huajun\nYan, Chief Operating Officer and Director of One and one Cayman, holds 18.5% equity interest\nin Sunbeam Holdings Limited, which is the sole shareholder of One and One International Limited.\nAs a minority shareholder of Sunbeam Holdings Limited, Mr. Yan does not serve as a director\nor officer of Sunbeam Holdings Limited and does not have any voting or dispositive power\nover the shares held by One and One International Limited or, indirectly, over the shares\nof One and One Cayman.\n\n(3)A\nBritish Virgin Islands company, having its registered address at Start Chambers, Wickham’s\nCay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. Yajun Yan has voting control\nand investment control of Glowing Star Technology Limited and 2,329,600 Class A Ordinary\nShares held by Glowing Star Technology Limited.\n\n(4)A\nBritish Virgin Islands company, having its registered address at Start Chambers, Wickham’s\nCay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. Huaiqing Kong has voting\ncontrol and investment control of Asahi Sea Group Limited and 2,366,000 Class A Ordinary\nShares held by Asahi Sea Group Limited.\n\n(5)A\nBritish Virgin Islands company, having its registered address at Start Chambers, Wickham’s\nCay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. Jiayuan Shen has voting\ncontrol and investment control of BOYUO International Limited and 2,511,600 Class A Ordinary\nShares held by BOYUO International Limited.\n\n \n\n44\n\n \n\n \n\nTo\nour knowledge, we are not directly owned or controlled by any other corporation other than the entities stated above, any foreign government,\nor any other natural or legal person(s) other than the natural or legal persons stated above, whether severally or jointly. We are\nnot aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\n \n\n**6.F.\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.**\n\n \n\nNot\napplicable."}