{"url_path":"/sec/yoov/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":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","accession_number":"0001213900-26-054960","cik":"0002001794","ticker":"YOOV","issuer_name":"Concorde International Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","primary_entity_key":"0002001794","primary_entity_name":"Concorde International Group Ltd."},"word_count":5956,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES** \n\n \n\n**A.\nDirectors and Senior Management**\n\n \n\nThe\nfollowing table sets forth certain information regarding our current directors and executive officers.\n\n \n\n**NAME**\n \n**AGE**\n \n**POSITION**\n\nSwee\nKheng Chua (Alan)(2)(3)\n \n59\n \nChairman of the Board,\nDirector and Co-Chief Executive Officer\n\nWong Ling Yan (Philip)\n \n45\n \nDirector and Co-Chief Executive\nOfficer\n\nTan Poh Chen (Agnes)\n \n53\n \nDirector\n\nGoh\nKok Kee (Alfred)(1)(2)(3)\n \n65\n \nIndependent Director; Chair\nof Compensation Committee\n\nMark Allen Brisson(1)(2)(3)\n \n59\n \nIndependent Director; Chair\nof Nominating and Corporate Governance Committee\n\nSim Peng Thia(1)(2)(3)\n \n51\n \nIndependent Director; Chair\nof Audit Committee\n\n \n\n**Notes:**\n\n(1)\nMember of the Audit Committee.\n\n(2)\nMember of the Compensation\nCommittee.\n\n(3)\nMember of the Nominating\nand Corporate Governance Committee.\n\n \n\n**Swee\nKheng Chua****(Alan)**\n\n \n\nMr. Chua is the Co-Chief\nExecutive Officer and Chairman of the Board of Concorde International Group. As self-made entrepreneur, he founded Concorde Security Pte\nLtd in Singapore more than two decades ago. Mr. Chua is the inventor of several patented technologies, granted across 29 jurisdictions,\nincluding Mobile Surveillance and Response, Access Control Management, Secured Aerial Viewer, and Secured Cruise Vessel, marketed under\nConcorde’s i-Guarding Solution.\n\n \n\nMr. Chua’s transformative\ncontributions to the security industry have been recognised by the Singapore government, which featured the i-Facility Sprinter (IFS)\nmodel as a core component of the Industry Transformation Map (ITM) launched in 2018. His pioneering impact is further underscored by\na case study titled “The Resilience of a Disruptive Innovator: Concorde Security,” published on Harvard Business Impact, which\nhighlights his groundbreaking approach to disruptive innovation within a traditional industry.\n\n \n\n55\n\n \n\n**Wong\nLing Yan (Philip**)\n\n \n\nMr.\nWong founded YOOV in 2016 and currently is its chief executive officer and chairman of the board, overseeing the company’s\noverall corporate strategy, fundraising, and investor relations. Mr. Wong has more than 20 years of experience in real estate and information\ntechnology industries, undertaking core responsibilities including corporate finance and technology business development. Prior to YOOV,\nin 2012, he established several education centers in Hong Kong, which solidified his track record as a serial entrepreneur with a proven\nexit. Mr. Wong commenced his professional career in 2007 with Wachovia Bank and Wells Fargo Bank, where he focused on corporate and investment\nbanking for real estate. Mr. Wong holds a Master of Business Administration from The Chinese University of Hong Kong and is also a registered\nprofessional surveyor.\n\n** **\n\n**Tan\nPoh Chen (Agnes**)\n\n \n\nMs.\nTan has served as an executive wealth manager at Infinity Financial Advisory Pte Ltd since 2024. Ms. Tan has over 20 years\nof experience in financial advisory and corporate risk consultancy. In her current capacity at Infinity Financial Advisory Pte Ltd, Ms.\nTan specializes in insurance planning, investment advisory and corporate risk management. Prior to this appointment, from 2005 onwards,\nshe worked at Manulife Singapore and Financial Alliance Pte Ltd, where she focused on delivering financial consultation services. Her\nprofessional qualifications include the Chartered Financial Consultant (ChFC, 2020), Associate Financial Consultant (AFC, 2016), Collective\nInvestment Schemes II (M8A, 2013), Life Insurance & Investment-Linked Policies II (M9A, 2013), Collective Investment Schemes (M8,\n2010), and Life Insurance & Investment-Linked Policies (M9, 2004). \n\n \n\n**Goh\nKok Kee (Alfred**)\n\n \n\nMr.\nGoh has served as the Company’s independent director since March 31, 2025. Mr. Goh began his professional career as a military officer\nin the Singapore Armed Forces (SAF) and attained the rank of Major. He was appointed as the Aide-de-Camp to the President of the Republic\nof Singapore (1991-1996). In his service 1996-2019 as an Operationally Ready National Serviceman, he attained the rank of Lieutenant\nColonel in 2010 and received the Long Service Medal by Minister at the National Day Awards Investiture in 2011 and the Commendation Medal\n(Military) and at the National Day Awards Investiture in 2013 . Mr. Goh currently serves as the Associate Director at Guthrie FMC Pte\nLtd, having relinquished from his role as Executive Director within the same company in 2023. Alfred joined Guthrie FMC Pte Ltd in 2014,\na facilities management company as a Project Director and subsequently as Executive Director in 2016. Guthrie FMC Pte Ltd is a subsidiary\nof Guthrie GTS Limited which was established in 1821. In his nine years as an Executive Director, he increased the company sales turnover\nfrom S$22.7 mil to an average of S$46.0 mil between 2020 and 2023. During the Covid-19 Pandemic, the company was awarded the Certificate\nof Commendation by the President of the Republic of Singapore for exceptional efforts which had significant impact in Singapore’s\nfight against COVID-19. From 1996 to 2014, Mr. Goh was managing his family business ABC Marineland Services Pte Ltd and digitalized the\ncompany’s operation and financial processes in 2000. His professional qualifications include an Honors Degree in Building Science\n(1986), a Post-Graduate Certificate in International Arbitration (2007), Certification Course for Green Mark Facilities Managers (2014)\nand Managing Security Agencies Within Legal Framework (2015).\n\n \n\n**Mark\nAllen Brisson**\n\n \n\nMr. Brisson has served as\nthe Company’s independent director since March 31, 2025. Mr. Brisson is an experienced international executive with over 25 years\nin the security, fire safety, monitoring, and building services industries across Asia-Pacific and Australasia. Mr. Brisson currently\nserves as an Independent Non-Executive Director of SU Group Holdings Limited (Nasdaq: SUGP) since December 2023 and a Non-Executive Director\nof Australian-listed Intelligent Monitoring Group Limited (ASX: IMB) since June 2024. He also advises several overseas startups and security/industrial\ncompanies and has worked as a consultant in the electronic security and life safety sector since December 2020. Previously, from December\n2016 to November 2020, he was President of Chubb Fire and Security (Australia and New Zealand), an international provider of security\nand fire safety solutions. From December 2013 to December 2016, he served as President of the Building & Industrial Services divisions\nat United Technologies Corporation (Australia and New Zealand), overseeing Chubb field operations, Otis Elevators, Carrier HVAC, and\nfire and security products. From May 2010 to December 2013, Mr. Brisson was President of various divisions at United Technologies Corporation\n(Australia and New Zealand), responsible for Chubb Cash in Transit, Fire Systems installation and service, Electronic Security and Monitoring.\nEarlier, from June 2006 to April 2010, he was Managing Director at UTC Fire and Security for Hong Kong, Macau, Taiwan, and Guangdong.\nFrom December 2004 to June 2006, he served as General Manager of Chubb Hong Kong Electronic Security. Mr. Brisson holds a Bachelor of\nArts degree in Political Science from Simon Fraser University in Canada and is a Fellow of the Hong Kong Institute of Directors.\n\n \n\n56\n\n \n\n**Sim\nPeng Thia**\n\n \n\nMs.\nThia has served as the Company’s independent director since March 31, 2025. Ms. Thia has over 20 years of experience in the\nTechnology and Banking industry including wholesale corporate banking, institutional & international banking portfolio\nmanagement and general management. Ms. Thia currently serves as the Executive Coach, Founder & Director of Catenary Pte Ltd\nSingapore since June 2021. She was the Senior Regional Manager, Global Financial Institutions for OCBC Bank Singapore from June 2020\nto August 2021. She was the Executive Director, Business Planning & Strategic Initiatives for Standard Chartered Bank Singapore\nfrom February 2018 to June 2020. She was the Head, PM Loan Sales, Institutional & International Banking Portfolio Management for\nAustralia and New Zealand Banking Group Limited Singapore from July 2015 to February 2018. She is a Certified Financial Analyst\n(“CFA” - CFA Institute), certified in Green& Sustainable Finance (CBI), Professional Certified Coach\n(“PCC” - ICF), Team Coach (“Practitioner Level” - EMCC), Certified Neuro-Behavioral Modelling Coach (SAC)\nand a qualified Practitioner Program (Global Team Coaching Institute). Ms. Thia obtained a Bachelor of Engineering (Electrical &\nElectronics from Imperial College, University of London in 1996. She also obtained a Master Science in Applied Finance from the\nNational University of Singapore in 2000. In addition, she also obtained a Master in Business Administration from INSEAD in 2005. In\naddition, she was awarded an Overseas Merit Scholarship from the Singapore Technologies Group in 1993.\n\n \n\n**Family\nRelationships**\n\n \n\nMr.\nJia Wei Chua, Swee Kheng Chua’s son is one of the key management of Concorde Security Pte Ltd (Singapore), our 96.81% owned subsidiary.\nOther than this, no family relationship exists between any of our directors and executive officers. There are no arrangements or understandings\nwith major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or\nmember of senior management.\n\n \n\n**B.\nCompensation**\n\n \n\n**Compensation\nof Directors and Officers**\n\n \n\nFor the fiscal year ended\nDecember 31, 2025, we paid aggregate cash compensation of US$1,066,051 to our directors and executive officers as a group. We did not\npay any other cash compensation or benefits in kind to our directors and executive officers. We have not set aside or accrued any amount\nto provide pension, retirement or other similar benefits to our directors and executive officers. Our board of directors may determine\ncompensation to be paid to the directors and the executive officers. The compensation committee assists the directors in reviewing and\napproving the compensation structure for the directors and the executive officers. Key management personnel compensation for the fiscal\nyears ended December 31, 2025, 2024 and 2023 is as follows: \n\n \n\n \n \n**Year Ended December 31,**\n \n\n \n \n**2025 (Audited)**\n \n \n**2024 (Audited)**\n \n \n**2023 (Audited)**\n \n\n \n \n**$**\n \n \n**$**\n \n \n**$**\n \n\nSwee Kheng Chua (Alan)\n \n \n294,937\n \n \n \n260,306\n \n \n \n70,725\n \n\nSharifah Noriati Binte Said Omar (1)\n \n \n52,226\n \n \n \n62,810\n \n \n \n21,983\n \n\nPing Ping Lim (2)\n \n \n245,311\n \n \n \n225,435\n \n \n \n88,193\n \n\nTerence Wing Khai Yap (3)\n \n \n298,599\n \n \n \n264,454\n \n \n \n86,098\n \n\nSze Yin Ong (4)\n \n \n97,727\n \n \n \n81,921\n \n \n \n52,191\n \n\nJia Wei Chua\n \n \n101,387\n \n \n \n83,746\n \n \n \n-\n \n\nTotal compensation\n \n \n1,090,187\n \n \n \n978,672\n \n \n \n319,190\n \n\n \n\n**Notes:**\n\n(1)Ms.\nSharifah Noriati Binte Said Omar serves as a nominee director at Berjaya Academy Pte Ltd,\nour 70% owned subsidiary, as well as Concorde Security Pte Ltd (Singapore), our 96.81% owned\nsubsidiary, and Concorde Asia Pte Ltd (Singapore), our 70% owned subsidiary.\n\n \n\n(2)Ping\nPing Lim, Swee Kheng Chua’s spouse.\n\n \n\n(3)Terence\nWing Khai Yap resigned from the Board effective November 9, 2025.\n\n \n\n(4)Sze\nYin Ong resigned as CFO effective November 5, 2025.\n\n \n\n57\n\n \n\n**Employment\nand Indemnification Agreements**\n\n \n\nWe\nhave entered into labor contracts with our executive officers under Singapore laws. Each of our executive officers is employed for a\nspecified time period, which may be renewed by the mutual agreement between us and the executive officer. The employment will be terminated\nin accordance with relevant laws and regulations. An executive officer may terminate his or her employment at any time with not less\nthan 30 days’ prior written notice. When the employment is terminated, the executive officer should return any company property\nthat he or she is using and transition any work in progress to the person designated by us.\n\n \n\nEach\nexecutive officer will agree to hold in strict confidence and not to use or disclose to any person, corporation or other entity any confidential\ninformation, including but not limited to our business secrets and intellectual property. Each executive officer will represent to us\nthat when the labor contract was executed, he or she will not enter in an employment relationship with any other entity or corporation\nand he or she has not executed any non-competition agreement.\n\n \n\nWe\nhave entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify\nour directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made\nby reason of their being such a director or officer.\n\n \n\n**Share\nIncentive Plan**\n\n \n\n**2025\nEquity Incentive Plan**\n\n \n\nOn\nOctober 1, 2025, our Compensation Committee and Board approved the Concorde International Group Ltd. 2025 Equity Incentive Plan (the\n“Plan”). The following is a summarized description of the Plan. Capitalized terms not defined herein shall have the meaning\ngiven to them in the Plan.\n\n \n\nThe\nPlan provides for an aggregate number of Class A Ordinary Shares that may be reserved for the grant of Awards under the Plan as may be\ndetermined, in its sole and absolute discretion, by the Committee or the board of directors of the Company, shall not exceed 20% of the\naggregate issued and outstanding Class A Ordinary Shares and Class B ordinary Shares at the time of the granting of awards, less the\naggregate number of Class A Ordinary Shares or Class B Ordinary Shares then reserved for issuance pursuant to any other share compensation\narrangement, in the form of incentive share options, non-qualified share options, restricted shares, restricted share units, share appreciation\nrights, performance share awards and performance compensation awards to employees, directors, and consultants of the Company or any affiliates\nof the Company. Class A Ordinary Shares granted in connection with all Awards under the Plan shall be counted against this limit as one\n(1) Class A Ordinary Share for every one (1) Class A Ordinary Share granted in connection with such Award. During the terms of the Awards,\nthe Company shall keep available at all times the number of Class A Ordinary Shares required to satisfy such Awards.\n\n \n\nThe\npurposes of the Plan are to (a) promote the long-term growth and profitability of the Company, and any affiliate to attract and retain\nthe types of employees, consultants and directors who will contribute to the Company’s long-term success; (b) provide incentives\nthat align the interests of employees, consultants and directors with those of the shareholders of the Company; and (c) promote the success\nof the Company’s business.\n\n \n\nThe\nfollowing paragraphs describe the principal terms of the Plan.\n\n \n\n*Administration\nof the Plan.* The Plan is currently administered by the compensation committee of the Board, or the Committee. Among other things,\nthe Committee has the authority to construe and interpret the Plan, to select persons who will receive awards, to determine the types\nof awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions\nand other provisions of awards.\n\n \n\n*Participant.*\nPersons eligible to receive awards under the Plan will be those employees, consultants, and directors of the Company and its affiliates\nwho are selected by the Committee.\n\n \n\n58\n\n \n\n*Share\nOption General.* Subject to the provisions of the Plan, the Committee has the authority to determine all grants of share options.\nThat determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration\ndate of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares\nunderlying the option; and (vi) any other terms and conditions as the Committee may determine. No fractional Class A Ordinary Shares\nshall be issued or delivered pursuant to the Plan.\n\n \n\n*Option\nPrice.* The exercise price for share options will be determined at the time of grant. The exercise price will not be less than the\nfair market value on the date of grant. The exercise price for any incentive share option award may not be less than the fair market\nvalue of the shares on the date of grant. A ten percent shareholder shall not be granted an incentive share option unless the option\nexercise price is at least 110% of the fair market value of the Class A Ordinary Share at the grant date and the option is not exercisable\nafter the expiration of five years from the grant date.\n\n \n\n*Exercise\nof Options.* An option may be exercised only in accordance with the terms and conditions for the option agreement as established by\nthe Committee at the time of the grant. The option must be exercised by a notice to the Company, accompanied by payment of the exercise\nprice. Payments may be made in cash or, at the option of the Committee, by actual or constructive delivery of Class A Ordinary Shares\nto the holder of the option based upon the fair market value of the shares on the date of exercise.\n\n \n\n*Expiration\nof Options.* If not previously exercised, an option will expire on the expiration date established by the Committee at the time of\ngrant. The term of a non-qualified share option granted under the Plan shall be determined by the Committee; provided, however, no non-qualified\nshare option shall be exercisable after the expiration of 10 years from the grant date.\n\n \n\n*Option\nVesting Schedule.* Awards shall vest as determined by the Committee.\n\n \n\n*Incentive\nand Non-Qualified Options.* As described elsewhere in this summary, an incentive share option is an option that is intended to qualify\nunder certain provisions of the Internal Revenue Code of 1986, or the Code, for more favorable tax treatment than applies to non-qualified\nshare options. Any option that does not qualify as an incentive share option will be a non-qualified share option. Under the Code, certain\nrestrictions apply to incentive share options. For example, the exercise price for incentive share options may not be less than the fair\nmarket value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive share option\nmay not be transferred, other than by will or the laws of descent and distribution and is exercisable during the holder’s lifetime\nonly by the holder. In addition, no incentive share options may be granted to a holder that is first exercisable in a single year if\nthat option, together with all incentive share options previously granted to the holder that also first become exercisable in that year,\nrelate to shares having an aggregate fair market value in excess of US$100,000, measured at the grant date.\n\n \n\n*Share\nAppreciation Rights.* Share appreciation rights, or SARs, may be granted alone or in tandem with share options. A SAR is a right to\nreceive a payment in Class A Ordinary Shares or cash (as determined by the Committee) equal in value to the excess of the fair market\nvalue of one share of Class A Ordinary Share on the date of exercise over the exercise price per share established in connection with\nthe grant of the SAR. The exercise price per share of Class A Ordinary Share subject to a SAR may not be less than fair market value\nat the time of grant.\n\n \n\n*Restricted\nAwards.* Restricted awards are awards of Class A Ordinary Shares or hypothetical Class A Ordinary Shares units having a value equal\nto the fair market value of an identical number of Class A Ordinary Shares. Restricted awards are forfeitable and non-transferable until\nthe awards are vested. The vesting date or dates and other conditions for vesting are established when the shares are awarded. Restricted\nshareholders generally have the rights of a shareholder with respect to the shares, including the right to receive dividends, the right\nto vote the restricted share and, conditioned upon full vesting of shares of restricted share, the right to tender such shares, subject\nto the conditions and restrictions generally applicable to restricted share or specifically set forth in the recipient’s restricted\nshare agreement. The Committee may determine at the time of award that the payment of dividends, if any, will be deferred until the expiration\nof the applicable restriction period. Restricted share unit holders will have no voting rights with respect to any restricted share units.\nRestricted share units may also be granted with a deferral feature, whereby settlement is deferred beyond the vesting date until the\noccurrence of a future payment date or event set forth in the award agreement. The Committee may provide that the restricted share units\nwill be credited with cash and share dividends paid by the Company in respect of one share of Class A Ordinary Shares, or Dividend Equivalents.\nDividend Equivalents will be deferred until the expiration of the applicable restriction period.\n\n \n\n59\n\n \n\n*Performance\nCompensation Awards.* The Plan also provides for performance compensation awards, representing the right to receive a payment, which\nmay be in the form of cash, Class A Ordinary Shares, or a combination, based on the attainment of pre-established goals set forth in\nthe applicable award agreement. Performance compensation awards that become vested following the achievement of the performance goals\nwill be paid to participants as soon as administratively practicable following completion of the certification of the achievement of\nthe performance goals by the Committee but in no event later than 21/2 months following the end of the fiscal year ended during which\nthe performance period is completed.\n\n \n\n*Performance\nCriteria.* Under the Plan, one or more performance criteria will be used by the Committee in establishing performance goals. Any one\nor more of the performance criteria may be used on an absolute or relative basis to measure the performance, as the Administrator may\ndeem appropriate, or as compared to the performance of a group of comparable companies or published or special index that the Committee\ndeems appropriate. In determining the actual size of an individual performance compensation award, the Committee may reduce or eliminate\nthe amount of the award through the use of negative discretion if, in its sole judgment, such a reduction or elimination is appropriate.\nThe Committee will not have the discretion to grant or provide payment in respect of performance compensation awards if the performance\ngoals have not been attained.\n\n \n\n*Governing\nLaw.* The Plan, all award agreements, the grant and exercise of awards thereunder, and the sale, issuance and delivery of Class A\nOrdinary Shares thereunder upon exercise of awards are governed by the laws of British Virgin Islands.\n\n \n\n*Other\nMaterial Provisions.* Awards will be evidenced by a written agreement, in such form as may be approved by the Committee. In the event\nof various changes to Company capitalization, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment\nwill be made by the Committee to the number of shares covered by outstanding awards or to the exercise price of such awards. The Committee\nis also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change\nof control of the Company, including acceleration of vesting. Except as otherwise determined by the Committee at the date of grant, awards\nwill not be transferable, other than by will or the laws of descent and distribution. The Committee also has the authority to alter or\namend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, to the extent\nthat such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan,\nchange the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the\nPlan related to amendments. The plan will automatically terminate on the ten-year anniversary of the date when the company adopts the\nPlan. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder\nof such award.\n\n \n\nFor information regarding\nshare awards granted to our directors and executive officers, see note 16 of the consolidated financial statements.\n\n \n\n**C.\nBoard Practices**\n\n \n\n**Board\nof Directors and Committees**\n\n \n\nThe\nNasdaq Marketplace Rules generally require that most of an issuer’s board of directors must consist of independent directors. Our\nboard of directors currently consists of six directors, including three independent directors, namely, Swee Kheng Chua, Wong Ling Yan\nPhilip, Tan Poh Chen Agnes, Goh Kok Kee Alfred, Mark Allen Brisson and Sim Peng Thia.\n\n \n\nA\ndirector is not required to hold any shares in our company to qualify to serve as a director. Our board of directors may exercise all\nthe powers of our company to borrow money, mortgage or charge its undertaking, property, and uncalled capital, and to issue debentures,\nbonds and other securities whether outright or as security for any debt, liability or obligation of the company or of any third-party.\n\n \n\n60\n\n \n\nA\ndirector who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required\nto declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract, proposed contract,\nor arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted, and he may be counted\nin the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered.\n\n \n\n*Board\nCommittees*\n\n \n\nThe\nBoard has established three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.\nThe Audit Committee is comprised entirely of independent directors, the Compensation Committee and the Nominating and Corporate Governance\nCommittee are comprised by a majority of independent directors. From time to time, the Board may establish other committees.\n\n \n\nEach\ncommittee’s members and functions are described below.\n\n \n\n**Audit\nCommittee and Audit Committee Financial Expert**\n\n \n\nOur\nAudit Committee is currently composed of three members: Sim Peng Thia, Goh Kok Kee (Alfred) and Mark Allen Brisson. Our Board of Directors\ndetermined that each member of the Audit Committee meets the independence criteria prescribed by applicable regulation and the rules\nof the SEC for Audit Committee membership and is an “independent” director within the meaning of the NASDAQ Marketplace Rules.\nEach Audit Committee member also meets NASDAQ’s financial literacy requirements. Ms. Sim Peng Thia currently serves as Chairman of the\nAudit Committee.\n\n \n\nOur\nAudit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee\nis responsible for, among other things:\n\n \n\n \n●\nselecting our independent\nauditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;\n\n \n\n \n●\nreviewing with our independent\nauditors any audit problems or difficulties and management’s response;\n\n \n\n \n●\nreviewing and approving\nall proposed related-party transactions;\n\n \n\n \n●\ndiscussing the annual audited\nfinancial statements with management and our independent auditors;\n\n \n\n \n●\nreviewing major issues\nas to the adequacy of our internal controls and any special audit steps adopted considering significant internal control deficiencies;\n\n \n\n \n●\nannually reviewing and\nreassessing the adequacy of our Audit Committee charter;\n\n \n\n \n●\nmeeting separately and\nperiodically with management and our internal and independent auditors;\n\n \n \n \n\n \n●\nreporting regularly to\nthe full Board of Directors; and\n\n \n \n \n\n \n●\nsuch other matters that\nare specifically delegated to our Audit Committee by our Board of Directors from time to time.\n\n \n\nOur\nBoard of Directors has determined that Ms. Thia is the “Audit Committee Financial Expert” as such term is defined in Item\n407(d) of Regulation S-K promulgated by the SEC and meets NASDAQ’s financial sophistication requirements.\n\n \n\n**Compensation\nCommittee**\n\n \n\nOur\nCompensation Committee consists of Swee Kheng Chua (Alan), Sim Peng Thia, Goh Kok Kee (Alfred) and Mark Allen Brisson. Sim Peng Thia,\nGoh Kok Kee (Alfred) and Mark Allen Brisson satisfy the “independence” requirements of Rule 10A-3 under the\nExchange Act and Rule 5605(c)(2) of the Nasdaq Marketplace Rules. Mr. Goh Kok Kee Alfred serves as chairman of the Compensation\nCommittee. The Compensation Committee assists the board in reviewing and approving the compensation structure, including all forms\nof compensation, relating to our directors and executive officers.\n\n \n\n61\n\n \n\nThe\nCompensation Committee is responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers;\n(ii) making recommendations to the board regarding the compensation of our independent directors; (iii) making recommendations to the\nboard regarding equity-based and incentive compensation plans, policies, and programs; and (iv) reviewing and assessing annually the\nCompensation Committee’s performance and the adequacy of its charter.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nOur\nNominating and Corporate Governance Committee consists of Swee Kheng Chua (Alan), Sim Peng Thia, Goh Kok Kee (Alfred) and Mark Allen\nBrisson. Mr. Mark Allen Brisson serves as chairman of the Nominating and Corporate Governance Committee. The Nominating and\nCorporate Governance assists the board of directors in selecting individuals qualified to become our directors and in determining\nthe composition of the board and its committees.\n\n \n\nThe\nNominating and Corporate Governance Committee is responsible for, among other things: (i) identifying and evaluating individuals qualified\nto become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board\ndirector nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board\nwith respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition\nof committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters\nrelating to corporate governance and monitoring developments in the law and practice of corporate governance; (iv) overseeing compliance\nwith the our code of ethics; and (v) approving any related party transactions.\n\n \n\nThe\nNominating and Corporate Governance Committee’s methods for identifying candidates for election to our board of directors will\ninclude the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives,\nindividuals personally known to the members of our board of directors, and another research. The Nominating and Corporate Governance\nCommittee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.\n\n \n\nIn\nmaking director recommendations, the Nominating and Corporate Governance Committee may consider some or all of the following factors:\n(i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject\nto similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board\nmembers; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or\nnot the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to\nthe effective management of our company, taking into account the needs of our company and such factors as the individual’s experience,\nperspective, skills and knowledge of the industry in which we operate. \n\n** **\n\n**Duties\nof Directors**\n\n \n\nUnder British Virgin Islands\nlaw, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to\nexercise the care, diligence and skills that a reasonable director would exercise in the same circumstances taking into account, but\nwithout limitation, (a) the nature of the company, (b) the nature of the decision, and (c) the position of the director and the nature\nof the responsibilities undertaken by him or her. In fulfilling their duty of care to us, our directors must ensure compliance with our\nmemorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.\n\n \n\n**Conflicts\nof Interest**\n\n \n\nSubject\nto the provisions of our memorandum and articles of association, a director may vote, attend a board meeting or sign a document on\nour behalf with respect to any contract or transaction in which he or she is interested. After becoming aware of the fact that he or\nshe is interested in a transaction we have entered into or are to enter into, a director must disclose the interest to all other\ndirectors of the Company.\n\n \n\n62\n\n \n\n**Terms\nof Directors and Officers**\n\n \n\nOur\nofficers are appointed by and serve at the discretion of our board of directors. Each director shall hold office for the term, if any,\nas may be specified in the resolution appointing him or until his earlier death, resignation or removal.\n\n \n\n**D.\nEmployees**\n\n \n\nAs of the date of this annual\nreport, we employed about 109 full-time staff.\n\n** **\n\nDepartment \nNumber of\nEmployees \n\nManagement \n 2 \n\nFinance and Accounting \n 4 \n\nOperations Management \n 15 \n\nBusiness Development \n 7 \n\nTechnology & Engineering \n 7 \n\nAdministrative \n 10 \n\nSecurities officers \n 64 \n\nTotal \n 109 \n\n \n\n**E.\nShare Ownership**\n\n \n\nThe following table sets\nforth information with respect to beneficial ownership of our shares as of the date of this annual report by: \n\n \n\n \n●\nEach of our directors and\nnamed executive officers;\n\n \n \n \n\n \n●\nAll directors and named\nexecutive officers as a group; and\n\n \n \n \n\n \n●\nEach person who is known\nby us to beneficially own 5% or more of each class of our voting securities.\n\n \n\nThe\ncalculations in the shareholder table below are based on 226,985,468 Ordinary Shares issued and outstanding as of the date of this annual\nreport, comprising of 206,674,356 Class A Ordinary Shares and 20,311,112 Class B Ordinary Shares. Beneficial ownership is determined\ngenerally in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect\nto securities. In computing the number of shares beneficially owned by any person listed below and the percentage ownership of such person,\nall ordinary shares of ours underlying options, warrants or convertible securities held by each such person that are exercisable or convertible\nwithin 60 days of the date of this annual report are deemed outstanding.\n\n \n\n63\n\n \n\n  \nOrdinary Shares Beneficially Owned \n\n  \n**Class A Ordinary Shares†**   \n**Class B Ordinary Shares†**    \n**Total Voting\nPower ††** \n\nName of Beneficial Owners* \n**Number**  \n**%**  \n**Number**  \n**%**  \n**%** \n\nSwee Kheng\nChua (Alan)(1) \n 392,589  \n 0.2  \n 20,000,001  \n 98.5  \n 89.4 \n\nWong Ling Yan (Philip)(2) \n 51,000,500  \n 24.7  \n —  \n —  \n 2.3 \n\nTan Poh Chen (Agnes)(3) \n 120,000,000  \n 58.1  \n —  \n —  \n 5.4 \n\nGoh Kok Kee (Alfred) \n —  \n —  \n —  \n —  \n — \n\nMark Allen Brisson \n —  \n —  \n —  \n —  \n — \n\nSim Peng Thia \n —  \n —  \n —  \n —  \n — \n\nAll directors and executive officers as a group \n 171,402,089  \n 83.0  \n 20,000,001  \n 98.5  \n 97.1 \n\nYOOV Work Limited(3) \n 120,000,000  \n 58.1  \n —  \n —  \n 5.4 \n\n \n\n*\nThe business address of Swee Kheng Chua, Goh Kok Kee, Mark Allen Brisson\nand Sim Peng Thia is 3 Ang Mo Kio Street 62 #01-49 LINK@AMK, Singapore 569139. The business address of Wong Ling Yan is 26/F, COFCO Tower,\nNo. 262 Gloucester Road, Causeway Bay, Hong Kong. The business address of Tan Poh Chen is Room 3406, 34/F, China Resources Building, 26\nHarbour Road, Wanchai, Hong Kong.\n\n \n\n†\nThe holders of Class A Ordinary Shares are entitled to one\n(1) vote for each Class A Ordinary Share held of record, and the holders of Class B Ordinary Shares are entitled to one hundred (100)\nvotes for each Class B Ordinary Share held of record, and on all matters submitted to a vote of the shareholders.\n\n \n\n††\nA total of 226,985,468 Ordinary Shares are issued and outstanding\nas of the date of this annual report.\n\n \n\n(1)\nRepresents\n(i) 18,000,000 Class B Ordinary Shares directly owned by Swee Kheng\nChua, (ii) 377,775 Class A Ordinary Shares directly owned by Ping Ping Lim, Swee Kheng Chua’s spouse, (iii) 14,814 Class A Ordinary\nShares and 1 Class B Ordinary Share directly owned by Jia Wei Chua, Swee Kheng Chua’s son, who lives in the same household; and\n(iv) 2,000,000 Class B Ordinary Shares owned by Weilekai Investments Pte Ltd. Weilekai Investments Pte Ltd is a Singapore company, which\nis 50% owned by Swee Kheng Chua and 50% owned by Ping Ping Lim. Swee Kheng Chua is deemed to beneficially own the Class B Ordinary Shares\nowned by Weilekai Investments Pte Ltd and has sole voting and dispositive powers over its shares.\n\n \n \n\n(2)\nRepresents\n51,009,500 Class A Ordinary Shares beneficially owned by Wong Ling\nYan, which consists of (i) 24,335,800 Class A Ordinary Shares directly held by Golden Harvest Group Limited, (ii) 14,873,700 Class A Ordinary\nShares directly held by Mission Delight Corporation Development Limited, and (iii) 11,800,000 Class A Ordinary Shares directly held by\nFacewell International Limited. Each of Golden Harvest Group Limited, Mission Delight Corporation Development Limited and Facewell International\nLimited is an exempted company incorporated with limited liability under the laws of the British Virgin Islands, wholly-owned and controlled\nby Mr. Wong. The registered address of each of Golden Harvest Group Limited, Mission Delight Corporation Development Limited and Facewell\nInternational Limited is 26/F, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong.\n\n \n \n\n(3)\nRepresents\n120,000,000 Class A Ordinary Shares held by YOOV Work Limited, a limited liability company incorporated in the British Virgin Islands. YOOV Work Limited is\nultimately controlled by Tan Poh Chen, and its registered office is situated at ICS Corporate Services (BVI) Limited,\nSea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands."}