UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number: 001-42026
YY Group Holding Limited
60 Paya Lebar Road
#09-13/14/15/16/17
Paya Lebar Square
Singapore 409051
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
As previously disclosed on May 30, 2024, the Board
of Directors of YY Group Holding Limited (the “Company”) has decided to terminate Marco Baccanello and Fern Ellen Thomas’s
appointments as the Company’s independent directors.
On May 30, 2024, approved by the Board of Directors,
the Nominating Committee and the Compensation Committee, Mr. Chan Yong Xian was appointed as an independent director and chair of the
audit committee of the Company, effective June 1, 2024. On May 31, 2024, Mr. Chan Yong Xian entered into an independent director offer
letter with the Company and agreed to receive an annual compensation of US$18,000, effective June 1, 2024.
The biographical information of Mr. Chan Yong
Xian is set forth below:
He is an experienced professional with a long
work history in the field of accounting and auditing. Throughout his career, he has demonstrated strong expertise in implementing business
controls, streamlining processes, and providing valuable advisory guidance to management. Mr. Chan’s extensive audit experience
includes positions as Senior Audit Manager at BDO LLP from January 2018 to December 2020 and at Ang & Co PAC from August 2021 to March
2023, and a Senior promoted to Manager at Pricewaterhouse Coopers LLP from December 2013 to January 2018, where he audited listed companies
in compliance with various accounting standards and was involved in IPO projects. His leadership skills were evident in managing audit
engagements, contributing to revenue growth, and coaching audit teams. Mr. Chan holds a Master’s degree in Accounting
from the Australian National University (2008) and a Bachelor’s degree in Electrical and Electronic Engineering (2006). He
is a Certified Public Accountant (CPA) from CPA Australia. Additionally, he gained valuable experience in SOX testing and implementation
throughout his 13 years of audit experience, working with prominent clients.
On May 30, 2024, approved by the Board of Directors,
the Nominating Committee and the Compensation Committee, Mr. Cheong Hai Poh was appointed as an independent director and chair of the
nomination committee of the Company, effective June 1, 2024. On May 31, 2024, Mr. Cheong entered into an independent director offer letter
with the Company and agreed to receive an annual compensation of US$18,000, effective June 1, 2024.
The biographical information of Mr. Cheong Hai
Poh is set forth below:
He is an entrepreneurial, innovative Executive
Leader with extensive experience spanning 30 years in the Hospitality, General, and Food and Beverage industries. Throughout his career,
he has demonstrated exceptional skill in navigating periods of accelerated growth, leveraging key market and consumer insights to develop
and implement comprehensive strategies that drive both top- and bottom-line performance. His proven ability to evaluate existing operations
to identify inefficiencies, redundancies, and risks has enabled him to innovate process improvements, optimize workflow, maintain internal
controls, and enhance profitability. Mr. Cheong is recognized for cultivating top-performing teams through guidance, training, and ongoing
professional development, which has led to enhanced employee engagement, retention, and the creation of a robust internal talent pipeline.
His notable roles include serving as General Manager of Goodwood Park Hotel Singapore from February 2021 to January 2024, General Manager
of Pan Pacific Yangon from February 2020 to January 2021, General Manager and Asset Management lead at Stamford Land Corporation from
May 2019 to February 2020, and General Manager of Grand Copthorne Waterfront Hotel from June 2017 to May 2019. He holds a Higher Diploma
in Hotel Management from SHATEC, The International Hotel and Tourism School, and a Certificate in Food & Beverage from Lausanne University
in Lausanne, Switzerland.
On May 30, 2024, approved by the Board of Directors,
the Nominating Committee and the Compensation Committee, Mr. Lai Wai Kit was appointed as an independent director of the Company, effective
June 1, 2024. On May 31, 2024, Mr. Lai entered into an independent director offer letter with the Company and agreed to receive an annual
compensation of US$18,000, effective June 1, 2024.
The biographical information of Mr. Lai Wai Kit
is set forth below:
He is a distinguished legal professional currently
serving as a partner at Lee & Lee, a position he has held since 2017. Andrew began his career in 1995 as an associate at Lee &
Lee, later relocating to Hong Kong in 1999 to join the international law firm Baker & McKenzie. In 2002, he became a partner at Rajah
& Tann Singapore LLP, and subsequently served as a partner at Kelvin Chia Partnership from 2005 to 2017. Wai Kit’s expertise encompasses
both corporate legal advisory and transactional work, with extensive experience in capital markets and mergers and acquisitions. He also
provides counsel on regulatory compliance and corporate governance for listed companies. Currently, Wai Kit is an independent director
of Oiltek International Limited, a company listed on the Singapore Exchange. He holds a Bachelor of Laws (Honours) degree from the National
University of Singapore, obtained in 1994. He was admitted as an advocate and solicitor in Singapore in 1995, and to the Roll of Solicitors
of England and Wales and the Roll of Solicitors of Hong Kong in 2001. Andrew is a member of the Law Society of Singapore, the Singapore
Academy of Law, and the Law Society of England and Wales. Additionally, he is a member and an Accredited Director of the Singapore Institute
of Directors.
Mr. Chan Yong Xian, Mr Cheong Hai Poh, and Mr.
Lai Wai Kit do not have a family relationship with any director or executive officer of the Company. They have not been involved in any
transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
On May 30, 2024, approved by the Board of Directors,
and the Compensation Committee, the Company revised the annual compensation payable to Joseph R. “Bobby” Banks from US$60,000
to US$30,000, effective June 1, 2024.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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YY Group Holding Limited |
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| Date: May 31, 2024 |
By: |
/s/ Fu Xiaowei |
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Name: |
Fu Xiaowei |
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Title: |
CEO |
4
Exhibit 10.1
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YY GROUP HOLDING LIMITED
60
Paya Lebar Road, #09-13 to 17
Paya Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807 |
AGREEMENT
31 May 2024
Re: Independent Director Offer Letter – Mr Chan
Yongxian
Dear Mr Chan
YY Group
Holding Limited., a British Virgin Islands limited liability company (the “Company” or “we”), is pleasedto offer
you a position as an Independent Director of the Company. We believe your background and experience willbe a significant asset to the
Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position
as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company
and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin upon
Company’slisting on the Nasdaq Capital Market (the “Commencement Date”).
1. Term. This
Agreement Commencement date is effective from 1st June 2024 and shall continue for a period of one year subject to
the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services. You
shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding
office as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time,
including being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement,
you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially
called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any)
regularly and as necessary via telephone, electronic mail or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation.
As compensation for your services to the Company, you will receive an annual compensation of USD 18,000.00 payable annually.
Compensation will be prorated if the terms are not fully completed for 12 months.
5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and
directors’ insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you
without the prior written consent of the Company.
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the
Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For
purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses
that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not
known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information
concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and
analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
|
YY GROUP HOLDING LIMITED
60
Paya Lebar Road, #09-13 to 17
Paya Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807 |
b. Exclusions. Notwithstanding
the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is
readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other
agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession
of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such
information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to
any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having
authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a
reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c. Documents. You
agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes,
formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with
any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination
or Resignation (as defined in Section 9 herein).
d. Confidentiality. You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or
indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any
Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business
relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a
need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership. You
agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work
rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to
any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and
information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise
out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the
Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation. During
the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to
your appointment.
9. Termination
and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the
Board (including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your
services as an Independent Director for any or no reason by delivering your written notice of resignation to the Company
(“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified,
upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to
compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned
as of the effective date of such termination or Resignation.
|
YY GROUP HOLDING LIMITED
60
Paya Lebar Road, #09-13 to 17
Paya Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807 |
10. Governing
Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with
respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any
dispute regarding non-contractual obligations arisingout of or relating to it shall be referred to and finally resolved by
arbitration administered by the American ArbitrationAssociation at its New York office in force when the Notice of Arbitration is
submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of
arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11. Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any termor condition of this Agreement by any party shall not be construed as a waiver of any subsequent
breach or failure ofthe same term or condition or waiver of any other term or condition of this Agreement. The failure of any party
at any time to require performance by any other party of any provision of this Agreement shall not affect the right of anysuch party
to require future performance of such provision or any other provision of this Agreement. This Agreementmay be executed in separate
counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may
be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable,
as an original of such signature.
12. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any
expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any
expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the
maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid
by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request
for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment
is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if
it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified
by the Company. The indemnity provisions in this clause 12 shall be in addition to the
indemnification provisions contained in the Company’s articles of association, which the Company hereby acknowledges may be enforced
by you.
13. Acknowledgement. You
accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and
final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and
delivered by the undersigned and is made effective as of the date set first set forth above.
|
Sincerely, |
| |
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| |
YY GROUP HOLDING LIMITED |
| |
| |
|
By: | /s/ Fu Xiao Wei |
| |
| Fu Xiao Wei |
| |
| Chairman & Chief Executive Officer |
| AGREED AND ACCEPTED: | |
| | |
| /s/ Chan Yongxian | |
| Name: |
Chan Yongxian | |
3
Exhibit 10.2
|
YY GROUP HOLDING LIMITED
60 Paya Lebar Road, #09-13 to 17
Paya
Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807
|
AGREEMENT
31 May 2024
Re: Independent Director Offer Letter – Mr Cheong
Hai Poh
Dear Hai Poh
YY Group
Holding Limited., a British Virgin Islands limited liability company (the “Company” or “we”), is pleasedto offer
you a position as an Independent Director of the Company. We believe your background and experience willbe a significant asset to the
Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position
as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company
and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin upon
Company’slisting on the Nasdaq Capital Market (the “Commencement Date”).
1. Term. This Agreement Commencement date is effective from 1st June 2024 and shall continue for a period
of one year subject to the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services.
You shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding
office as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time, including
being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement, you may attend
and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference,
video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via
telephone, electronic mail or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation.
As compensation for your services to the Company, you will receive an annual compensation of USD 18,000.00 payable annually. Compensation
will be prorated if the terms are not fully completed for 12 months.
5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’
insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without
the prior written consent of the Company.
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company,
in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For
purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses
that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not
known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information
concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and
analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
|
YY GROUP HOLDING LIMITED
60 Paya Lebar Road, #09-13 to 17
Paya
Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807
|
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally
available or is readily available to the public other than as a result of a breach of the confidentiality portions of this
Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third
party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by
you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are
required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other
regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written
notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be
disclosed.
c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined
in Section 9 herein).
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding
the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information
for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership.
You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask
work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to
any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to
assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights assigned.
8. Non-Solicitation. During the term of your appointment, you shall not solicit for employment any employee of the Company
with whom you have had contact due to your appointment.
9. Termination
and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the
Board (including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your services
as an Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company’s obligations to pay you any compensation that you have already earned as of the effective date of such termination or
Resignation.
|
YY GROUP HOLDING LIMITED
60 Paya Lebar Road, #09-13 to 17
Paya
Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807
|
10. Governing
Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations
of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this
Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual
obligations arisingout of or relating to it shall be referred to and finally resolved by arbitration administered by the American ArbitrationAssociation
at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law.
The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted
in English.
11. Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter
hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this
Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.
Waiver of any termor condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure
ofthe same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require
performance by any other party of any provision of this Agreement shall not affect the right of anysuch party to require future performance
of such provision or any other provision of this Agreement. This Agreementmay be executed in separate counterparts each of which will
be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures,
and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable
attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable
law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition
of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing
the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under
applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable
judgment or settlement that you are not entitled to be indemnified by the Company. The indemnity
provisions in this clause 12 shall be in addition to the indemnification provisions contained in the Company’s articles of association,
which the Company hereby acknowledges may be enforced by you.
13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive,
and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and
delivered by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
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|
|
| |
YY GROUP HOLDING LIMITED |
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|
|
| |
By: |
/s/ Fu Xiao Wei |
| |
|
Fu Xiao Wei |
| |
|
Chairman & Chief Executive Officer |
| AGREED AND ACCEPTED: |
|
| |
|
|
| /s/ Cheong Hai Poh |
|
| Name: |
Cheong Hai Poh |
|
Exhibit 10.3
 |
YY GROUP HOLDING LIMITED
60 Paya Lebar Road, #09-13 to 17
Paya Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807 |
AGREEMENT
31 May 2024
Re: Independent Director Offer Letter – Mr Lai Wai
Kit Andrew
Dear Andrew
YY Group Holding Limited., a British Virgin Islands limited liability company (the
“Company” or “we”), is pleasedto offer you a position as an Independent Director of the Company. We believe
your background and experience will be a significant asset to the Company and we look forward to your participation as an
Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement
(the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions
relating to the services you agree to provide to the Company. Your appointment shall begin upon Company’s listing on the
Nasdaq Capital Market (the “Commencement Date”).
1. Term.
This Agreement Commencement date is effective from 1st June 2024 and shall continue for a period of one year subject
to the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services. You
shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding office
as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time, including being
member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement, you may attend
and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference,
video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via
telephone, electronic mail or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation.
As compensation for your services to the Company, you will receive an annual compensation of USD 18,000.00 payable annually. Compensation
will be prorated if the terms are not fully completed for 12 months.
5.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers
and directors’ insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without
the prior written consent of the Company.
|
YY GROUP HOLDING LIMITED
60 Paya Lebar Road, #09-13 to 17
Paya Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807 |
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company,
in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which
the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial
value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company
and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and
any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright
or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses,
strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
(i) any information which becomes generally
available or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement,
or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful
possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt
of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant
to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority
pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort
to obtain a protective order requiring that the Confidential Information not be disclosed.
c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined
in Section 9 herein).
d. Confidentiality.
You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may
be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose
Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax
purposes and who agree to be bound by the provisions of this paragraph (d).
e.
Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how,
ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to
the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact
due to your appointment.
9.
Termination and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination
of the Board (including any failure to elect you for an ensuing term at any annual meeting of the Board). You may also terminate your
services as an Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company’s obligations to pay you any compensation that you have already earned as of the effective date of such termination or
Resignation.
| |
YY GROUP HOLDING LIMITED
60 Paya Lebar Road, #09-13 to 17
Paya Lebar Square, Singapore 409051
Phone: 6604 6896 Fax: 6604 6807 |
10. Governing
Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations
of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this Agreement,
including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual
obligations arisingout of or relating to it shall be referred to and finally resolved by arbitration administered by the American ArbitrationAssociation
at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law.
The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in
English.
11. Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter
hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this
Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.
Waiver of any termor condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure ofthe
same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance
by any other party of any provision of this Agreement shall not affect the right of anysuch party to require future performance of such
provision or any other provision of this Agreement. This Agreementmay be executed in separate counterparts each of which will be an original
and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a
facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from
and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any
expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum
extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company
in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company. The
indemnity provisions in this clause 12 shall be in addition to the indemnification provisions contained in the Company’s articles of
association, which the Company hereby acknowledges may be enforced by you.
13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and
final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
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Sincerely, |
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|
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YY GROUP HOLDING LIMITED |
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|
|
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By: |
/s/ Fu Xiao Wei |
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|
Fu Xiao Wei |
| |
|
Chairman & Chief Executive Officer |
| AGREED AND ACCEPTED: |
| |
|
| /s/ Lai Wai Kit Andrew |
|
| Name: |
Lai Wai Kit Andrew |
|
3
Exhibit 10.4
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|
YY GROUP HOLDING LIMITED |
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60 Paya Lebar Road, #09-13 to 17 |
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Paya Lebar Square, Singapore 409051 |
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Phone: 6604 6896 Fax: 6604 6807 |
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|
AGREEMENT
31 May 2024
Re: Independent Director Offer Letter – Mr Joseph
R. Banks
Dear Mr Banks
YY Group
Holding Limited., a British Virgin Islands limited liability company (the “Company” or “we”), is pleasedto offer
you a position as an Independent Director of the Company. We believe your background and experience willbe a significant asset to the
Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position
as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company
and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin upon
Company’slisting on the Nasdaq Capital Market (the “Commencement Date”).
1.
Term. This Agreement Commencement date is effective from 1st June 2024 and shall continue for a period
of one year subject to the provisions in Section 9 below or until your successor is duly elected and qualified.
2.
Services. You shall render customary services as an Independent Director and such other duties as are reasonably contemplated
by you holding office as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time,
including being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement, you
may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called,
via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and
as necessary via telephone, electronic mail or other forms of correspondence.
3.
Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4.
Compensation. As compensation for your services to the Company, you will receive an annual compensation of USD 30,000.00
payable annually. Compensation will be prorated if the terms are not fully completed for 12 months.
5.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its
officers and directors’ insurance policy, if available.
6.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned
by you without the prior written consent of the Company.
7.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition.
For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company
possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or
utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is
generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any
information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright
or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and
analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
|
|
YY GROUP HOLDING LIMITED |
| |
60 Paya Lebar Road, #09-13 to 17 |
| |
Paya Lebar Square, Singapore 409051 |
| |
Phone: 6604 6896 Fax: 6604 6807 |
| |
|
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally
available or is readily available to the public other than as a result of a breach of the confidentiality portions of this
Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third
party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by
you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are
required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other
regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written
notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be
disclosed.
c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's
premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute
Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along
with any reproductions or copies to the Company upon the Company's demand, upon termination of this Agreement, or upon your termination
or Resignation (as defined in Section 9 herein).
d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding
the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information
for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e.
Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights,
trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout
the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how,
ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to
the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact
due to your appointment.
9. Termination and
Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the
Board (including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your
services as an Independent Director for any or no reason by delivering your written notice of resignation to the Company
(“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified,
upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to
compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have already earned
as of the effective date of such termination or Resignation.
|
|
YY GROUP HOLDING LIMITED |
| |
60 Paya Lebar Road, #09-13 to 17 |
| |
Paya Lebar Square, Singapore 409051 |
| |
Phone: 6604 6896 Fax: 6604 6807 |
| |
|
10.
Governing Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and
the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes
with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute
regarding non-contractual obligations arisingout of or relating to it shall be referred to and finally resolved by arbitration administered
by the American ArbitrationAssociation at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration
clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings
shall be conducted in English.
11.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to
the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.
Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of
the parties hereto. Waiver of any termor condition of this Agreement by any party shall not be construed as a waiver of any subsequent
breach or failure ofthe same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at
any time to require performance by any other party of any provision of this Agreement shall not affect the right of anysuch party to require
future performance of such provision or any other provision of this Agreement. This Agreementmay be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.
12.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless
from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of
the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation
evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate
under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable
judgment or settlement that you are not entitled to be indemnified by the Company. The indemnity
provisions in this clause 12 shall be in addition to the indemnification provisions contained in the Company's articles of association,
which the Company hereby acknowledges may be enforced by you.
13.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept
as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under
this Agreement.
The Agreement has been executed and
delivered by the undersigned and is made effective as of the date set first set forth above.
| |
| Sincerely, |
| |
| |
|
| YY GROUP HOLDING LIMITED |
| |
| | |
| |
| By: | /s/ Fu Xiao
Wei |
| |
| | Fu Xiao
Wei |
| |
| | Chairman & Chief Executive Officer |
| AGREED AND ACCEPTED: |
| | |
| |
| | |
| /s/ Joseph R. Banks |
| | |
| Name: |
Joseph R. Banks |
| | |
3
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