TOP 8-K
TOP Financial Group Ltd (TOP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| of Incorporation) | Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”), entered into amended appointment letters (the “Amended Appointment Letters”) with each of its independent non-executive directors, Anthony S. Chan, Mau Chung Ng, and Mei Cai (collectively, the “Independent Directors”). Each Amended Appointment Letter supersedes and replaces in its entirety the original appointment letter dated May 5, 2021 that became effective on May 31, 2022 (the “Original Appointment Letters”).
Under the Original Appointment Letters, each Independent Director was entitled to receive total annual compensation of $50,000, consisting of (i) $30,000 per annum in cash, paid quarterly in arrears, and (ii) $20,000 per annum payable by issuance of the Company’s Class A ordinary shares, par value US$0.001 per share (the “Class A Ordinary Shares”), vesting in four equal quarterly installments.
Pursuant to the Amended Appointment Letters, effective as of October 1, 2026, the share-based compensation component has been replaced by an additional cash payment of US$20,000 per annum to each Independent Director, such that each Independent Director’s total annual cash compensation is US$50,000. The Company has no further obligation to issue Class A Ordinary Shares to the Independent Directors.
The foregoing description of the Amended Appointment Letters does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Appointment Letters, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amended Appointment Letter, dated September 25, 2026, between TOP Financial Group Limited and Anthony S. Chan. | |
| 10.2 | Amended Appointment Letter, dated September 25, 2026, between TOP Financial Group Limited and Mau Chung Ng. | |
| 10.3 | Amended Appointment Letter, dated September 25, 2026, between TOP Financial Group Limited and Mei Cai. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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, thereunto duly authorized.
| Date: September 29, 2026 | TOP Financial Group Limited | |
| By: | /s/ Ka Fai Yuen | |
| Name: | Ka Fai Yuen | |
| Title: | Co-Chief Executive Officer | |
| By: | /s/ Jennifer Hoi Ling Tam | |
| Name: | Jennifer Hoi Ling Tam | |
| Title: | Co-Chief Executive Officer | |
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Exhibit 10.1
Amended Appointment Letter for Independent Non-Executive Director
Reference is made to the appointment letter dated May 5, 2021 (the “Original Appointment Letter”) between TOP Financial Group Limited (formerly known as Zhong Yang Financial Group Limited) (the “Company”), a company incorporated with limited liabilities under the laws of the Cayman Islands, and you, which became effective on May 31, 2022, pursuant to which you were appointed as an Independent Non-Executive Director of the Company.
The Company wishes to amend certain terms of your appointment, including the compensation arrangement. This letter (the “Amended Appointment Letter”) sets forth the amended terms and conditions of your appointment. Upon your execution of this Amended Appointment Letter, this letter shall supersede and replace the Original Appointment Letter in its entirety. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.
| 1. | The Company and the Group |
The Company together with its subsidiaries (collectively, the “Group”) are primarily engaged in providing securities and futures advising, brokerage and asset management services. The Company’s Class A ordinary shares, par value US$0.001 each (the “Class A Ordinary Shares”), are listed on The Nasdaq Stock Market.
| 2. | Appointment |
| (a) | You will continue to serve as an Independent Non-Executive Director (“INED”) of the Company, as nominated by the Nominating Committee and appointed by the Board of Directors of the Company (the “Board”). |
| (b) | You shall continue to serve as a member and/or chair of the following committees: |
| a. | Member of the Nominating and Corporate Governance Committee; |
| b. | Chair and member of the Audit Committee; and |
| c. | Member of the Compensation Committee; |
Whereby all three committees shall collectively be depicted as the “Committees”; and roles for (a) and (b) shall collectively be described as the “Appointment” or “Roles”.
| (c) | The Appointment is subject to the Company’s Memorandum and Articles of Association (“Articles”) and nothing in this letter shall be taken to exclude or vary the terms of the Articles as they apply to your Appointment. |
| (d) | The continuation of the Appointment is contingent to your ongoing fulfillment of your obligations. It is further subject to your agreement to apply yourself and discharge your duties as a Non-Executive Director in accordance with the Articles of the Company and the Cayman Islands Company Law (2016 Revision) (as amended) (“Company Law”), as well as you upholding the high standards of corporate governance as set forth in the Nasdaq Listing Rule 5600 Series. |
| 3. | Term |
Your Appointment shall continue from the date hereof, subject to the terms of Termination set forth in Section 9 herein and the procedure of removal set forth in the Company’s Articles.
| 4. | Duties and Responsibilities |
As an INED of the Company:
| (a) | You have the same general legal responsibilities to the Company as any other Director and will advise where necessary, the Executive Board of Directors of the Company. |
| (b) | You will exercise your powers of your Appointment having regard to the relevant obligations under prevailing law and regulation, including the Cayman Islands Company Law, and while in pursuit of and subsequent to the Listing, also the rules stipulated by the Nasdaq Regulatory Authority; including but not limited to the Listing Rule 5600 Series. |
| (c) | You shall remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq Rule 5605(a)(2) and Securities Exchange Act Rule 10A-3. Should your independent status cease to remain compliant, you must notify the Board of the Company of such said change as soon as practical, and if subsequent to the Listing, notification must additionally be made to Nasdaq no later than the sooner of (i) the next annual shareholders meeting or (ii) one year from occurrence of the event causing failure to comply. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 10-K, including transactions and arrangements considered by the Board in assessing director independence. |
| (d) | You along with other Directors of the Board, are to meet when possible in executive session, where such sessions should occur at least four times a year. Additionally, you are to meet with other INEDs without executive management at least twice a year. |
| (e) | Additionally, you may be sought within reason, to engage in ad hoc strategic discussions that may require you reviewing and execution of documents pertinent to Board decisions. Such meetings shall take place in person, or by telephone conferencing, at a sensible time of day in relation to your primary place of residence. |
| (f) | You shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature however; members of the Executive Board may draw upon your professional insight and business expertise where suitable. You shall provide guidance, steering, and access of expert networks to the Company where appropriate and required. |
As the Chair and/or member of the said Committees described in Clause 2(b):
| (g) | You shall review and uphold the functions of your relevant committee(s) as pursuant to individually adopted Audit, Compensation, and Nominating and Corporate Governance Committee Charters (“Charters”). |
| (h) | You must along with other Committee members, review annually and assess the adequacy of the same said Charters. |
| (i) | You must along with other Committee members, ensure compliance with Nasdaq listing rules at all times with respect to Committee composition requirements, and assist the Company in regaining compliance if required by curing the event that caused failure to comply within the time frame provided by the Nasdaq Regulatory Authority. |
| (j) | You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company or the Group, other than fees for director service as described more fully below in Clause 5. |
| (k) | Additionally as an Audit Committee member, you must refrain from participating in preparation of financial statements of the Company or the Group. However, along with other members you shall be directly responsible for appointing and terminating the Company’s independent auditor(s). |
| (l) | You shall maintain your financial literacy and expertise requirements in order to maintain your individual financial sophistication and qualify as an Audit Committee member. |
| (m) | You shall assist the Audit Committee in review of related person transactions and conducting oversight for potential conflict of interest situations on an ongoing basis, and more generally, oversight with respect to the code of conduct compliance by senior management of the Company. |
Additionally, you shall during the Term of your Appointment:
| (i) | Observe and comply with the Company’s adopted Code of Business Conduct and Ethics, where that any waivers given to directors or executive officers must be approved by the Board. |
| (ii) | Observe and comply with all statutory rules, and regulations where applicable as governed by the laws of your residence; |
| (iii) | Confirm you are able to, and will devote sufficient time to perform your Roles. |
| (iv) | Provide traceable contact during and after office hours, on weekdays and weekends, or during public holidays, whereby your availability may occasionally and reasonably be sought. |
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| (v) | Declare any conflicts that are apparent at present, or become apparent, between the Group and your other business interests. Should any potential conflicts of interest arise, you will disclose this to the Board as soon as they become apparent. |
| (vi) | Consult with the Chairman of the Board prior to accepting any other (or further) directorships of publicly quoted companies or any major external appointments. |
| (vii) | Obtain clearance from the Chairman of the Board prior to dealing in publicly traded shares in the Company. |
| (viii) | Observe and comply with the disclosure requirements and obligations of you and/or your affiliated party(s) as applicable in accordance with U.S. securities laws, regulations and SEC disclosure requirements. |
| 5. | Fees and Expenses |
| (a) | The combined basic fee for being an INED of the Company and your roles as chair and/or member of relevant Committees is US$30,000 per annum, paid to you by the Company in arrears in four quarterly installments on or about the last business day of each quarter. |
| (b) | Effective as of October 1, 2026, the quarterly share issuance compensation provided under Section 5(b) of the Original Appointment Letter shall cease and be replaced by an additional cash payment of US$20,000 per annum, payable in four quarterly installments on or about the last business day of each quarter, such that the combined basic fee payable to you under this Amended Appointment Letter shall be US$50,000 per annum. The Company shall have no further obligation to issue Class A Ordinary Shares to you as compensation for your service as an INED. |
| (c) | The Company will reimburse all reasonable travelling, hotel and other expenses incurred by you in connection with the Company’s business on production of appropriate receipts. |
| 6. | Privacy of Information |
| (a) | You shall not except as authorized by the Group or required by your responsibilities reveal to any person or company any of the trade secrets or any information concerning the organization, business, finances, transactions or affairs of the Group which may come to your knowledge during your contract with the Company and shall keep with complete secrecy confidential information entrusted to you and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Group or may be likely to do so. This restriction shall continue to apply if and when after the termination of your appointment without limit in time. |
| (b) | You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or other property belonging to or relating to any dealings, affair or business of the Group other than for the benefit of the Group. You shall immediately deliver and return to the Group all such books, documents, moneys, securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder. |
| (c) | 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. |
| (d) | The Company however, agrees to provide you in good faith with any information concerning areas of interest and relevance of the Group as required by you in order to enable you to fulfill your Roles with the Company. |
| 7. | Data Protection |
| (a) | By executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate. |
| (b) | You consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative purposes and other purposes in connection with the Appointment, where it is necessary or desirable to do so. |
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| 8. | Indemnity |
The Company shall maintain directors’ and officers’ liability coverage for the full Term of the Appointment.
| 9. | Termination |
Your Appointment with respect to the Roles with the Company may only be terminated:
| (a) | By you after giving the Company not less than two (2) months’ notice in writing; |
| (b) | By the Company after giving you two (2) months’ notice in writing; or |
| (c) | By the Company with immediate effect in the event that you: |
| (i) | Conduct dishonesty, fraud, gross negligence, willful default or refusal to carry out any lawful order or instructions, or the repeated breach of any rules or regulations of the Company, or those as governed by the laws of your residency; |
| (ii) | Commit a material breach of your obligations under this letter; |
| (iii) | Commit any serious or repeated breach or non-observance of your obligations to the Company; |
| (iv) | Are convicted of a criminal offence other than an offence under road traffic legislation in the jurisdiction of your residency or elsewhere for which a fine or non-custodial penalty is imposed; |
| (v) | Declare bankruptcy or have made an arrangement with or for the benefit of your creditors; or |
| (vi) | Are disqualified from acting as a director. |
Please signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this letter.
| Yours faithfully, | ||
| For and on behalf of | ||
| TOP FINANCIAL GROUP LIMITED | ||
| /s/ Jennifer Hoi Ling Tam | ||
| Name: | Jennifer Hoi Ling Tam | |
| Position: | co-Chief Executive Officer | |
| Date: | September 25, 2026 | |
| Agreed and accepted by: | ||
| /s/ Anthony S. Chan | ||
| Name: | Anthony S. Chan | |
| Date: | September 25, 2026 | |
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Exhibit 10.2
Amended Appointment Letter for Independent Non-Executive Director
Reference is made to the appointment letter dated May 5, 2021 (the “Original Appointment Letter”) between TOP Financial Group Limited (formerly known as Zhong Yang Financial Group Limited) (the “Company”), a company incorporated with limited liabilities under the laws of the Cayman Islands, and you, which became effective on May 31, 2022, pursuant to which you were appointed as an Independent Non-Executive Director of the Company.
The Company wishes to amend certain terms of your appointment, including the compensation arrangement. This letter (the “Amended Appointment Letter”) sets forth the amended terms and conditions of your appointment. Upon your execution of this Amended Appointment Letter, this letter shall supersede and replace the Original Appointment Letter in its entirety. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.
| 1. | The Company and the Group |
The Company together with its subsidiaries (collectively, the “Group”) are primarily engaged in providing securities and futures advising, brokerage and asset management services. The Company’s Class A ordinary shares, par value US$0.001 each (the “Class A Ordinary Shares”), are listed on The Nasdaq Stock Market.
| 2. | Appointment |
| (a) | You will continue to serve as an Independent Non-Executive Director (“INED”) of the Company, as nominated by the Nominating Committee and appointed by the Board of Directors of the Company (the “Board”). |
| (b) | You shall continue to serve as a member and/or chair of the following committees: |
| a. | Member of the Nominating and Corporate Governance Committee; |
| b. | Member of the Audit Committee; and |
| c. | Chair and member of the Compensation Committee; |
Whereby all three committees shall collectively be depicted as the “Committees”; and roles for (a) and (b) shall collectively be described as the “Appointment” or “Roles”.
| (c) | The Appointment is subject to the Company’s Memorandum and Articles of Association (“Articles”) and nothing in this letter shall be taken to exclude or vary the terms of the Articles as they apply to your Appointment. |
| (d) | The continuation of the Appointment is contingent to your ongoing fulfillment of your obligations. It is further subject to your agreement to apply yourself and discharge your duties as a Non-Executive Director in accordance with the Articles of the Company and the Cayman Islands Company Law (2016 Revision) (as amended) (“Company Law”), as well as you upholding the high standards of corporate governance as set forth in the Nasdaq Listing Rule 5600 Series. |
| 3. | Term |
Your Appointment shall continue from the date hereof, subject to the terms of Termination set forth in Section 9 herein and the procedure of removal set forth in the Company’s Articles.
| 4. | Duties and Responsibilities |
As an INED of the Company:
| (a) | You have the same general legal responsibilities to the Company as any other Director and will advise where necessary, the Executive Board of Directors of the Company. |
| (b) | You will exercise your powers of your Appointment having regard to the relevant obligations under prevailing law and regulation, including the Cayman Islands Company Law, and while in pursuit of and subsequent to the Listing, also the rules stipulated by the Nasdaq Regulatory Authority; including but not limited to the Listing Rule 5600 Series. |
| (c) | You shall remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq Rule 5605(a)(2) and Securities Exchange Act Rule 10A-3. Should your independent status cease to remain compliant, you must notify the Board of the Company of such said change as soon as practical, and if subsequent to the Listing, notification must additionally be made to Nasdaq no later than the sooner of (i) the next annual shareholders meeting or (ii) one year from occurrence of the event causing failure to comply. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 10-K, including transactions and arrangements considered by the Board in assessing director independence. |
| (d) | You along with other Directors of the Board, are to meet when possible in executive session, where such sessions should occur at least four times a year. Additionally, you are to meet with other INEDs without executive management at least twice a year. |
| (e) | Additionally, you may be sought within reason, to engage in ad hoc strategic discussions that may require you reviewing and execution of documents pertinent to Board decisions. Such meetings shall take place in person, or by telephone conferencing, at a sensible time of day in relation to your primary place of residence. |
| (f) | You shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature however; members of the Executive Board may draw upon your professional insight and business expertise where suitable. You shall provide guidance, steering, and access of expert networks to the Company where appropriate and required. |
As the Chair and/or member of the said Committees described in Clause 2(b):
| (g) | You shall review and uphold the functions of your relevant committee(s) as pursuant to individually adopted Audit, Compensation, and Nominating and Corporate Governance Committee Charters (“Charters”). |
| (h) | You must along with other Committee members, review annually and assess the adequacy of the same said Charters. |
| (i) | You must along with other Committee members, ensure compliance with Nasdaq listing rules at all times with respect to Committee composition requirements, and assist the Company in regaining compliance if required by curing the event that caused failure to comply within the time frame provided by the Nasdaq Regulatory Authority. |
| (j) | You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company or the Group, other than fees for director service as described more fully below in Clause 5. |
| (k) | Additionally as an Audit Committee member, you must refrain from participating in preparation of financial statements of the Company or the Group. However, along with other members you shall be directly responsible for appointing and terminating the Company’s independent auditor(s). |
| (l) | You shall maintain your financial literacy and expertise requirements in order to maintain your individual financial sophistication and qualify as an Audit Committee member. |
| (m) | You shall assist the Audit Committee in review of related person transactions and conducting oversight for potential conflict of interest situations on an ongoing basis, and more generally, oversight with respect to the code of conduct compliance by senior management of the Company. |
Additionally, you shall during the Term of your Appointment:
| (i) | Observe and comply with the Company’s adopted Code of Business Conduct and Ethics, where that any waivers given to directors or executive officers must be approved by the Board. |
| (ii) | Observe and comply with all statutory rules, and regulations where applicable as governed by the laws of your residence; |
| (iii) | Confirm you are able to, and will devote sufficient time to perform your Roles. |
| (iv) | Provide traceable contact during and after office hours, on weekdays and weekends, or during public holidays, whereby your availability may occasionally and reasonably be sought. |
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| (v) | Declare any conflicts that are apparent at present, or become apparent, between the Group and your other business interests. Should any potential conflicts of interest arise, you will disclose this to the Board as soon as they become apparent. |
| (vi) | Consult with the Chairman of the Board prior to accepting any other (or further) directorships of publicly quoted companies or any major external appointments. |
| (vii) | Obtain clearance from the Chairman of the Board prior to dealing in publicly traded shares in the Company. |
| (viii) | Observe and comply with the disclosure requirements and obligations of you and/or your affiliated party(s) as applicable in accordance with U.S. securities laws, regulations and SEC disclosure requirements. |
| 5. | Fees and Expenses |
| (a) | The combined basic fee for being an INED of the Company and your roles as chair and/or member of relevant Committees is US$30,000 per annum, paid to you by the Company in arrears in four quarterly installments on or about the last business day of each quarter. |
| (b) | Effective as of October 1, 2026, the quarterly share issuance compensation provided under Section 5(b) of the Original Appointment Letter shall cease and be replaced by an additional cash payment of US$20,000 per annum, payable in four quarterly installments on or about the last business day of each quarter, such that the combined basic fee payable to you under this Amended Appointment Letter shall be US$50,000 per annum. The Company shall have no further obligation to issue Class A Ordinary Shares to you as compensation for your service as an INED. |
| (c) | The Company will reimburse all reasonable travelling, hotel and other expenses incurred by you in connection with the Company’s business on production of appropriate receipts. |
| 6. | Privacy of Information |
| (a) | You shall not except as authorized by the Group or required by your responsibilities reveal to any person or company any of the trade secrets or any information concerning the organization, business, finances, transactions or affairs of the Group which may come to your knowledge during your contract with the Company and shall keep with complete secrecy confidential information entrusted to you and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Group or may be likely to do so. This restriction shall continue to apply if and when after the termination of your appointment without limit in time. |
| (b) | You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or other property belonging to or relating to any dealings, affair or business of the Group other than for the benefit of the Group. You shall immediately deliver and return to the Group all such books, documents, moneys, securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder. |
| (c) | 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. |
| (d) | The Company however, agrees to provide you in good faith with any information concerning areas of interest and relevance of the Group as required by you in order to enable you to fulfill your Roles with the Company. |
| 7. | Data Protection |
| (a) | By executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate. |
| (b) | You consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative purposes and other purposes in connection with the Appointment, where it is necessary or desirable to do so. |
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| 8. | Indemnity |
The Company shall maintain directors’ and officers’ liability coverage for the full Term of the Appointment.
| 9. | Termination |
Your Appointment with respect to the Roles with the Company may only be terminated:
| (a) | By you after giving the Company not less than two (2) months’ notice in writing; |
| (b) | By the Company after giving you two (2) months’ notice in writing; or |
| (c) | By the Company with immediate effect in the event that you: |
| (i) | Conduct dishonesty, fraud, gross negligence, willful default or refusal to carry out any lawful order or instructions, or the repeated breach of any rules or regulations of the Company, or those as governed by the laws of your residency; |
| (ii) | Commit a material breach of your obligations under this letter; |
| (iii) | Commit any serious or repeated breach or non-observance of your obligations to the Company; |
| (iv) | Are convicted of a criminal offence other than an offence under road traffic legislation in the jurisdiction of your residency or elsewhere for which a fine or non-custodial penalty is imposed; |
| (v) | Declare bankruptcy or have made an arrangement with or for the benefit of your creditors; or |
| (vi) | Are disqualified from acting as a director. |
Please signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this letter.
| Yours faithfully, | ||
| For and on behalf of | ||
| TOP FINANCIAL GROUP LIMITED | ||
| /s/ Jennifer Hoi Ling Tam | ||
| Name: | Jennifer Hoi Ling Tam | |
| Position: | co-Chief Executive Officer | |
| Date: | September 25, 2026 | |
| Agreed and accepted by: | ||
| /s/ Mau Chung Ng | ||
| Name: | Mau Chung Ng | |
| Date: | September 25, 2026 | |
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Exhibit 10.3
Amended Appointment Letter for Independent Non-Executive Director
Reference is made to the appointment letter dated May 5, 2021 (the “Original Appointment Letter”) between TOP Financial Group Limited (formerly known as Zhong Yang Financial Group Limited) (the “Company”), a company incorporated with limited liabilities under the laws of the Cayman Islands, and you, which became effective on May 31, 2022, pursuant to which you were appointed as an Independent Non-Executive Director of the Company.
The Company wishes to amend certain terms of your appointment, including the compensation arrangement. This letter (the “Amended Appointment Letter”) sets forth the amended terms and conditions of your appointment. Upon your execution of this Amended Appointment Letter, this letter shall supersede and replace the Original Appointment Letter in its entirety. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.
| 1. | The Company and the Group |
The Company together with its subsidiaries (collectively, the “Group”) are primarily engaged in providing securities and futures advising, brokerage and asset management services. The Company’s Class A ordinary shares, par value US$0.001 each (the “Class A Ordinary Shares”), are listed on The Nasdaq Stock Market.
| 2. | Appointment |
| (a) | You will continue to serve as an Independent Non-Executive Director (“INED”) of the Company, as nominated by the Nominating Committee and appointed by the Board of Directors of the Company (the “Board”). |
| (b) | You shall continue to serve as a member and/or chair of the following committees: |
| a. | Chair and member of the Nominating and Corporate Governance Committee; |
| b. | Member of the Audit Committee; and |
| c. | Member of the Compensation Committee; |
Whereby all three committees shall collectively be depicted as the “Committees”; and roles for (a) and (b) shall collectively be described as the “Appointment” or “Roles”.
| (c) | The Appointment is subject to the Company’s Memorandum and Articles of Association (“Articles”) and nothing in this letter shall be taken to exclude or vary the terms of the Articles as they apply to your Appointment. |
| (d) | The continuation of the Appointment is contingent to your ongoing fulfillment of your obligations. It is further subject to your agreement to apply yourself and discharge your duties as a Non-Executive Director in accordance with the Articles of the Company and the Cayman Islands Company Law (2016 Revision) (as amended) (“Company Law”), as well as you upholding the high standards of corporate governance as set forth in the Nasdaq Listing Rule 5600 Series. |
| 3. | Term |
Your Appointment shall continue from the date hereof, subject to the terms of Termination set forth in Section 9 herein and the procedure of removal set forth in the Company’s Articles.
| 4. | Duties and Responsibilities |
As an INED of the Company:
| (a) | You have the same general legal responsibilities to the Company as any other Director and will advise where necessary, the Executive Board of Directors of the Company. |
| (b) | You will exercise your powers of your Appointment having regard to the relevant obligations under prevailing law and regulation, including the Cayman Islands Company Law, and while in pursuit of and subsequent to the Listing, also the rules stipulated by the Nasdaq Regulatory Authority; including but not limited to the Listing Rule 5600 Series. |
| (c) | You shall remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq Rule 5605(a)(2) and Securities Exchange Act Rule 10A-3. Should your independent status cease to remain compliant, you must notify the Board of the Company of such said change as soon as practical, and if subsequent to the Listing, notification must additionally be made to Nasdaq no later than the sooner of (i) the next annual shareholders meeting or (ii) one year from occurrence of the event causing failure to comply. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 10-K, including transactions and arrangements considered by the Board in assessing director independence. |
| (d) | You along with other Directors of the Board, are to meet when possible in executive session, where such sessions should occur at least four times a year. Additionally, you are to meet with other INEDs without executive management at least twice a year. |
| (e) | Additionally, you may be sought within reason, to engage in ad hoc strategic discussions that may require you reviewing and execution of documents pertinent to Board decisions. Such meetings shall take place in person, or by telephone conferencing, at a sensible time of day in relation to your primary place of residence. |
| (f) | You shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature however; members of the Executive Board may draw upon your professional insight and business expertise where suitable. You shall provide guidance, steering, and access of expert networks to the Company where appropriate and required. |
As the Chair and/or member of the said Committees described in Clause 2(b):
| (g) | You shall review and uphold the functions of your relevant committee(s) as pursuant to individually adopted Audit, Compensation, and Nominating and Corporate Governance Committee Charters (“Charters”). |
| (h) | You must along with other Committee members, review annually and assess the adequacy of the same said Charters. |
| (i) | You must along with other Committee members, ensure compliance with Nasdaq listing rules at all times with respect to Committee composition requirements, and assist the Company in regaining compliance if required by curing the event that caused failure to comply within the time frame provided by the Nasdaq Regulatory Authority. |
| (j) | You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company or the Group, other than fees for director service as described more fully below in Clause 5. |
| (k) | Additionally as an Audit Committee member, you must refrain from participating in preparation of financial statements of the Company or the Group. However, along with other members you shall be directly responsible for appointing and terminating the Company’s independent auditor(s). |
| (l) | You shall maintain your financial literacy and expertise requirements in order to maintain your individual financial sophistication and qualify as an Audit Committee member. |
| (m) | You shall assist the Audit Committee in review of related person transactions and conducting oversight for potential conflict of interest situations on an ongoing basis, and more generally, oversight with respect to the code of conduct compliance by senior management of the Company. |
Additionally, you shall during the Term of your Appointment:
| (i) | Observe and comply with the Company’s adopted Code of Business Conduct and Ethics, where that any waivers given to directors or executive officers must be approved by the Board. |
| (ii) | Observe and comply with all statutory rules, and regulations where applicable as governed by the laws of your residence; |
| (iii) | Confirm you are able to, and will devote sufficient time to perform your Roles. |
| (iv) | Provide traceable contact during and after office hours, on weekdays and weekends, or during public holidays, whereby your availability may occasionally and reasonably be sought. |
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| (v) | Declare any conflicts that are apparent at present, or become apparent, between the Group and your other business interests. Should any potential conflicts of interest arise, you will disclose this to the Board as soon as they become apparent. |
| (vi) | Consult with the Chairman of the Board prior to accepting any other (or further) directorships of publicly quoted companies or any major external appointments. |
| (vii) | Obtain clearance from the Chairman of the Board prior to dealing in publicly traded shares in the Company. |
| (viii) | Observe and comply with the disclosure requirements and obligations of you and/or your affiliated party(s) as applicable in accordance with U.S. securities laws, regulations and SEC disclosure requirements. |
| 5. | Fees and Expenses |
| (a) | The combined basic fee for being an INED of the Company and your roles as chair and/or member of relevant Committees is US$30,000 per annum, paid to you by the Company in arrears in four quarterly installments on or about the last business day of each quarter. |
| (b) | Effective as of October 1, 2026, the quarterly share issuance compensation provided under Section 5(b) of the Original Appointment Letter shall cease and be replaced by an additional cash payment of US$20,000 per annum, payable in four quarterly installments on or about the last business day of each quarter, such that the combined basic fee payable to you under this Amended Appointment Letter shall be US$50,000 per annum. The Company shall have no further obligation to issue Class A Ordinary Shares to you as compensation for your service as an INED. |
| (c) | The Company will reimburse all reasonable travelling, hotel and other expenses incurred by you in connection with the Company’s business on production of appropriate receipts. |
| 6. | Privacy of Information |
| (a) | You shall not except as authorized by the Group or required by your responsibilities reveal to any person or company any of the trade secrets or any information concerning the organization, business, finances, transactions or affairs of the Group which may come to your knowledge during your contract with the Company and shall keep with complete secrecy confidential information entrusted to you and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Group or may be likely to do so. This restriction shall continue to apply if and when after the termination of your appointment without limit in time. |
| (b) | You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or other property belonging to or relating to any dealings, affair or business of the Group other than for the benefit of the Group. You shall immediately deliver and return to the Group all such books, documents, moneys, securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder. |
| (c) | 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. |
| (d) | The Company however, agrees to provide you in good faith with any information concerning areas of interest and relevance of the Group as required by you in order to enable you to fulfill your Roles with the Company. |
| 7. | Data Protection |
| (a) | By executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate. |
| (b) | You consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative purposes and other purposes in connection with the Appointment, where it is necessary or desirable to do so. |
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| 8. | Indemnity |
The Company shall maintain directors’ and officers’ liability coverage for the full Term of the Appointment.
| 9. | Termination |
Your Appointment with respect to the Roles with the Company may only be terminated:
| (a) | By you after giving the Company not less than two (2) months’ notice in writing; |
| (b) | By the Company after giving you two (2) months’ notice in writing; or |
| (c) | By the Company with immediate effect in the event that you: |
| (i) | Conduct dishonesty, fraud, gross negligence, willful default or refusal to carry out any lawful order or instructions, or the repeated breach of any rules or regulations of the Company, or those as governed by the laws of your residency; |
| (ii) | Commit a material breach of your obligations under this letter; |
| (iii) | Commit any serious or repeated breach or non-observance of your obligations to the Company; |
| (iv) | Are convicted of a criminal offence other than an offence under road traffic legislation in the jurisdiction of your residency or elsewhere for which a fine or non-custodial penalty is imposed; |
| (v) | Declare bankruptcy or have made an arrangement with or for the benefit of your creditors; or |
| (vi) | Are disqualified from acting as a director. |
Please signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this letter.
| Yours faithfully, | ||
| For and on behalf of | ||
| TOP FINANCIAL GROUP LIMITED | ||
| /s/ Jennifer Hoi Ling Tam | ||
| Name: | Jennifer Hoi Ling Tam | |
| Position: | co-Chief Executive Officer | |
| Date: | September 25, 2026 | |
| Agreed and accepted by: | ||
| /s/ Mei Cai | ||
| Name: | Mei Cai | |
| Date: | September 25, 2026 | |
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