TOP Financial Group Ltd 8-K, filed Oct 9, 2026
TOP Financial Group Ltd (TOP)
About this 8-K
TOP Financial Group Ltd filed this 8-K on October 9, 2026, reporting on events of October 8, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dean Huge as Independent Director
On October 8, 2026, the Board of Directors (the “Board”) of TOP Financial Group Limited (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from five to seven directors and appointed Mr. Dean Huge as an independent director of the Company, effective October 8, 2026. Mr. Huge was also appointed as a member of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.
Mr. Huge, age 70, has over 35 years of experience in corporate finance, investment banking and executive leadership. Since June 2026, Mr. Huge has served as Chief Executive Officer and a board member of Belgra Fintech Holdings Limited, and since May 2025 he has served as Chief Executive Officer and a board member of London Gold LLC. From February 2022 to December 2024, he served as Chief Executive Officer of Innovation Beverage Group Limited (Nasdaq: IBG), which he led through its initial public offering and listing on Nasdaq in 2024. From May 2017 to January 2022, he served as Chief Financial Officer of Splash Beverage Group, Inc. (NYSE: SBEV), where he oversaw its SEC reporting and capital raising. Earlier in his career, Mr. Huge served as Chief Executive Officer and Chief Financial Officer of D&H Energy Development, Interim Chief Financial Officer of Medi+Sure Canada, Inc., Chief Financial Officer and a director of Discovery Gold Corporation, and in financial and operating roles at Catalyst Energy Corporation and Bank Paribas. Mr. Huge holds a Bachelor of Science in Accounting and a Bachelor of Science in Finance from Southern Illinois University.
The Board has determined that Mr. Huge is independent within the meaning of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
In connection with his appointment, the Company entered into an appointment letter with Mr. Huge dated October 5, 2026 (the “Appointment Letter”), pursuant to which Mr. Huge will receive an annual fee of US$50,000, payable quarterly in arrears, and reimbursement of reasonable expenses. The Appointment Letter may be terminated by either party on two months’ written notice. The foregoing description of the Appointment Letter is qualified in its entirety by reference to the full text of the Appointment Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Appointment of Yuli Yan as Executive Director
On October 8, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ms. Yuli Yan as an executive director of the Company, effective October 8, 2026. Ms. Yan is not an independent director.
Ms. Yan, age 40, has more than 15 years of experience in business operations and executive management. Since 2021, Ms. Yan has served as Director of Business Operations of HexaGaN (Hexa Creation Inc.), a U.S. semiconductor and artificial-intelligence technology company, overseeing its business operations, finance administration, human resources and investor-relations support. From 2014 to 2017, Ms. Yan served as Research and Student Program Administrator at the Ira A. Fulton Schools of Engineering, Arizona State University, and from 2010 to 2013 as Executive Assistant to the President of Zoyce Inc. Ms. Yan holds a Master of Arts in Business Economics from the University of California, Santa Barbara and a Bachelor of Arts in Economics from Nankai University.
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Ms. Yan has not been appointed to any committee of the Board.
In connection with the appointment, the Company entered into an employment agreement with Ms. Yan dated October 8, 2026 (the “Employment Agreement”), pursuant to which Ms. Yan will serve as Project Manager of TOP AI Inc., a Texas corporation and a subsidiary of the Company, for an initial term of one year, automatically renewable for successive one-year terms unless either party gives three months’ prior written notice. Under the Employment Agreement, Ms. Yan will receive an annual base salary of US$60,000, and will be eligible to participate in the Company’s share incentive plan and standard employee benefit plans. The Employment Agreement contains customary confidentiality, invention-assignment, and one-year post-employment non-competition and non-solicitation covenants. Ms. Yan will not receive additional compensation for service as a director. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Other Disclosures
There is no arrangement or understanding between either Mr. Huge or Ms. Yan and any other person pursuant to which he or she was selected as a director of the Company. There are no family relationships between either of them and any director or executive officer of the Company. There are no transactions involving either of them that would be required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Appointment Letter, dated October 5, 2026, between the Company and Dean Huge | |
| 10.2 | Employment Agreement, dated October 8, 2026, between the Company and Yuli Yan | |
| 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 hereunto duly authorized.
| Date: October 9, 2026 | ||
| TOP Financial Group Limited | ||
| By: | /s/ Hoi Ling Jennifer Tam | |
| Name: | Hoi Ling Jennifer Tam | |
| Title: | Co-Chief Executive Officer | |
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Exhibit 10.1
October 5, 2026
Mr. Dean Huge
1201 SE 2nd Court, Apt. 214
Fort Lauderdale, FL 33301
Dear Mr. Huge,
Appointment Letter for Independent Non-Executive Director
We are pleased to confirm your appointment as an Independent Non-Executive Director of TOP Financial Group Limited (the “Company”), a company incorporated with limited liability under the laws of the Cayman Islands, with effect from October 8, 2026 (the “Effective Date”). This letter (the “Appointment Letter”) sets forth the terms and conditions of your appointment. 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$0.005 each (the “Class A Ordinary Shares”), are listed on The Nasdaq Stock Market.
2. Appointment
(a) You will 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 serve as a member of the following committees: (i) Member of the Nominating and Corporate Governance Committee; (ii) Member of the Audit Committee; and (iii) Member of the Compensation Committee, whereby such committees shall collectively be described as the “Committees”; and your roles under (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 on 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 and the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), as well as your upholding the high standards of corporate governance set forth in the Nasdaq Listing Rule 5600 Series.
3. Term
Your Appointment shall commence on the Effective Date and continue, subject to the terms of termination set forth in Section 9 herein and the procedure of removal set forth in the 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 directors of the Company.
(b) You will exercise the powers of your Appointment having regard to the relevant obligations under prevailing law and regulation, including the Companies Act and the rules of The Nasdaq Stock Market, 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 Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify the Board as soon as practicable, and notification must additionally be made to Nasdaq as required. You shall further facilitate any director independence disclosures in annual meeting proxy statements or the Company’s 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 to review and execute documents pertinent to Board decisions. Such meetings shall take place in person, or by telephone or video 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 management may draw upon your professional insight and business expertise where suitable. You shall provide guidance, steering, and access to expert networks to the Company where appropriate and required.
As the chair and/or member of the Committees described in Section 2(b):
(g) You shall review and uphold the functions of your relevant Committee(s) pursuant to the 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 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 the failure to comply within the time frame provided by Nasdaq.
(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 Section 5.
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(k) Additionally, as an Audit Committee member, you must refrain from participating in the 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 in order to maintain your individual financial sophistication and qualify as an Audit Committee member.
(m) You shall assist the Audit Committee in the review of related person transactions and in conducting oversight of potential conflict of interest situations on an ongoing basis and, more generally, oversight with respect to compliance with the code of conduct 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, under which 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;
(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 of the Company; and
(viii) observe and comply with the disclosure requirements and obligations of you and/or your affiliated party(ies) as applicable in accordance with U.S. securities laws, regulations and SEC disclosure requirements, including the filing of reports under Section 16(a) of the Securities Exchange Act of 1934, as amended.
5. Fees and Expenses
(a) The combined basic fee for being an INED of the Company and your roles as member of the relevant Committees is US$50,000 per annum, paid to you by the Company in arrears in four quarterly installments on or about the last business day of each quarter, pro-rated for any partial quarter of service.
(b) 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.
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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 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, affairs 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 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.
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) commit dishonesty, fraud, gross negligence, willful default or refusal to carry out any lawful order or instruction, or repeatedly breach any rules or regulations of the Company or those 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 make an arrangement with or for the benefit of your creditors; or (vi) are disqualified from acting as a director.
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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/ Hoi Ling Jennifer Tam | ||
| Name: | Hoi Ling Jennifer Tam | |
| Position: | Co-Chief Executive Officer | |
| Date: | October 5, 2026 | |
| Agreed and accepted by: | ||
| /s/ Dean Huge | ||
| Name: | Dean Huge | |
| Date: | October 5, 2026 | |
Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 8, 2026 by and between TOP Financial Group Limited (formerly known as Zhong Yang Financial Group Limited), an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Yuli Yan, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries (collectively, the “Group”).
RECITALS
The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).
The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
1. POSITION
The Executive hereby accepts a position of Project Manager of TOP AI Inc., a Texas corporation and a subsidiary of the Company (the “Employment”). The Executive shall perform the Employment for TOP AI Inc., which may pay the Executive’s compensation in accordance with Section 7(a). For so long as the Executive is appointed by the Board (as defined below) as a director of the Company, the Executive shall also serve as an executive director of the Company, and shall not receive additional compensation for such service as a director.
2. TERM
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be one year, commencing on October 8, 2026 (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the initial one-year term, the Employment shall be automatically extended for successive one-year terms unless either party gives the other party hereto a three-month prior written notice (or, in lieu thereof, payment of three months’ salary) to terminate the Employment prior to the expiration of such one-year term or unless terminated earlier pursuant to the terms of this Agreement.
3. PROBATION
No probationary period.
4. DUTIES AND RESPONSIBILITIES
(a) The Executive’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”) and/or the Co-Chief Executive Officers of the Company.
(b) The Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company (the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.
(c) The Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding up to 50% of shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify the Company in writing prior to his/her obtaining a proposed interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. The Company shall have the right to require the Executive to resign from any board or similar body which he/she may then serve if the Board reasonably determines in writing that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.
5. NO BREACH OF CONTRACT
The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder; and
(iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
6. LOCATION
The Executive will be based in Houston, Texas, unless both parties hereto agree otherwise. The Executive acknowledges that he/she may be required to travel from time to time in the course of performing his/her duties for the Company.
7. COMPENSATION AND BENEFITS
(a) Compensation. The Executive’s cash compensation (inclusive of any statutory contributions that the Company is required to deduct from the Executive’s pay under applicable law) shall be provided by the Company pursuant to Schedule A hereto or as specified in a separate agreement between the Executive and the Company’s designated subsidiary or affiliated entity, subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash compensation may be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time.
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(b) Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.
(c) Benefits. The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan.
(d) Annual Leave. Upon the Effective Date, the Executive is entitled to 12 days per annum of paid leave, which shall accrue on a pro rata basis each year. After 2 years of employment, 1 day of paid leave can be increased per annum up to a maximum of 18 days.
8. TERMINATION OF THE AGREEMENT
(a) By the Company. The Company may terminate the Employment for cause, at any time, without notice or remuneration, if the Executive (1) commits any serious or persistent breach or non-observance of the terms and conditions of the Employment; (2) is convicted of a criminal offence other than one which in the opinion of the Board does not affect the Executive’s position as an employee of the Company, bearing in mind the nature of the Executive’s duties and the capacity in which the Executive is employed; (3) willfully disobeys a lawful and reasonable order; (4) misconducts himself/herself and such conduct is inconsistent with the due and faithful discharge of the Executive’s material duties; (5) is guilty of fraud or dishonesty; (6) is habitually neglectful in the Executive’s duties; or (7) on any other ground on which the Company would be entitled to terminate the contract without notice at common law. The Company may terminate the Employment without cause at any time with a three-month prior written notice to the Executive or by payment of three months’ salary in lieu of notice.
(b) By the Executive. The Executive may terminate the Employment at any time with a three-month prior written notice to the Company or by payment of three months’ salary in lieu of notice. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by the Board.
(c) Notice of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.
9. CONFIDENTIALITY AND NONDISCLOSURE
(a) Confidentiality and Non-disclosure. The Executive hereby agrees at all times during the term of his/her employment and after termination, to hold in the strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers or partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group on whom the Executive called or with whom the Executive became acquainted during the term of his/her employment), supplier lists and suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors and other persons with whom the Group does business, information regarding the skills and compensation of other employees of the Group or other business information disclosed to the Executive by or obtained by the Executive from the Group, its affiliates, or their clients, customers or partners either directly or indirectly in writing, orally or by drawings or observation of parts or equipment, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.
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(b) Company Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his/her work or using the facilities of the Group are property of the Group and subject to inspection by the Group, at any time. Upon termination of the Executive’s employment with the Company (or at any other time when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his/her work with the Company and will provide written certification of his/her compliance with this Agreement. Under no circumstances will the Executive have, following his/her termination, in his/her possession any property of the Group, or any documents or materials or copies thereof containing any Confidential Information.
(c) Former Employer Information. The Executive agrees that he/she has not and will not, during the term of his/her employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence information acquired by the Executive, if any, or (ii) bring into the premises of the Group any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Executive will indemnify the Group and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.
(d) Third Party Information. The Executive recognizes that the Group may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Group and such third parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Group’s agreement with such third party.
(e) This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have the right to seek remedies permissible under applicable law.
10. INVENTIONS
(a) Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.
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(b) Disclosure and Assignment of Inventions. The Executive understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Executive shall make full written disclosure in confidence to the Company of all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, concepts and trade secrets, whether or not patentable or registrable under patent, copyright, circuit layout design or similar laws anywhere in the world, which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company (whether or not during business hours) that are either related to the scope of his/her Employment at the Company or make use, in any manner, of the resources of the Group (collectively, the “Inventions”). The Executive hereby acknowledges that the Company or the Group shall be the sole owner of all rights, title and interest in the Inventions created hereunder. In the event the foregoing assignment of Inventions to the Company or the Group is ineffective for any reason, each member of the Group is hereby granted and shall have a royalty-free, sub-licensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell such Inventions as part of or in connection with any product, process or machine. The Executive also hereby forever waives and agrees never to assert any and all rights he/she may have in or with respect to any Inventions even after termination of his/her employment with the Company. The Executive hereby further acknowledges that all Inventions created by him/her (solely or jointly with others) are, to the extent permitted by applicable law, “works made for hire” or “inventions made for hire,” as those terms are defined in the U.S. Copyright Act and the U.S. Patent Law, respectively, and all titles, rights and interests in or to such Inventions are or shall be vested in the Company.
(c) Patent and Copyright Registration. The Executive agrees to assist the Company or its designees in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions in any and all countries. The Executive will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Executive’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will reasonably compensate the Executive after such termination for time or expenses actually spent by the Executive at the Company’s request on such assistance. The Executive appoints the Company and its duly authorized officers and agents as the Executive’s attorney-in-fact to execute documents on the Executive’s behalf for this purpose.
(d) Remuneration. The Executive hereby agrees that the remuneration received by the Executive pursuant to this Agreement includes any remuneration which the Executive may be entitled to under applicable laws for any “works made for hire,” “inventions made for hire” or other Inventions assigned to the Company pursuant to this Agreement.
(e) Return of Confidential Material. In the event of the Executive’s termination of employment with the Company for any reason whatsoever, the Executive agrees promptly to surrender and deliver to the Company all records, materials, equipment, drawings, documents and data of any nature pertaining to any confidential information or to his/her employment, and the Executive will not retain or take with him/her any tangible materials or electronically-stored data containing or pertaining to any confidential information that the Executive may produce, acquire or obtain access to during the course of his/her employment.
(f) Survival. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Company shall have the right to seek remedies permissible under applicable law.
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11. CONFLICTING EMPLOYMENT
The Executive hereby agrees that, during the term of his/her employment with the Company, he/she will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Group is now involved or becomes involved during the term of the Executive’s employment, nor will the Executive engage in any other activities that conflict with his/her obligations to the Company without the prior written consent of the Company.
12. NON-COMPETITION AND NON-SOLICITATION
In consideration of the salary paid to the Executive by the Company, the Executive undertakes that for a period of one (1) year after he/she ceases to be employed by the Company, he/she will not, without the prior written consent of the Company:
(a) in the territory of the Cayman Islands, the British Virgin Islands, Hong Kong, Singapore, the People’s Republic of China and the United States (the “Territory”), either on his/her own account or through any of his/her affiliates, or in conjunction with or on behalf of any other person, carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise in any business in direct competition with the business of the Group;
(b) either on his/her own account or through any of his/her affiliates or in conjunction with or on behalf of any other person, solicit or entice away or attempt to solicit or entice away from the Group, any person, firm, company or organization who is or shall at any time within two (2) years prior to such cessation have been a customer, client, representative or agent of the Group or in the habit of dealing with the Group;
(c) either on his/her own account or through any of his/her affiliates or in conjunction with or on behalf of any other person, employ, solicit or entice away or attempt to employ, solicit or entice away from the Group any person who is or shall have been at the date of or within twelve (12) months prior to such cessation of employment an officer, manager, consultant or employee of the Group whether or not such person would commit a breach of contract by reason of leaving such employment; or
(d) either on his/her own account or through any of his/her affiliates or in conjunction with or on behalf of any other person, in relation to any trade, business or company use a name including the words “TOP,” “TOP Financial,” “TOP Financial Group,” “Zhong Yang,” “Zhong Yang Financial” or any other words hereafter used by the Group in its name or in the name of any of its products, services or their derivative terms, or the Chinese or English equivalent or any similar word in such a way as to be capable of or likely to be confused with the name of the Group or the products or services of the Group, and shall use all reasonable endeavors to procure that no such name shall be used by any of his/her affiliates or otherwise by any person with which he/she is connected.
(e) Each and every obligation under this Section 12 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts which are unenforceable shall be deleted from this Section and any such deletion shall not affect the enforceability of the remaining parts of this Section.
(f) The Executive agrees that in light of the circumstances, the restrictive covenants contained in this Section 12 are reasonable and necessary for the protection of the Group, and further agrees that the said covenants are not excessive or unduly onerous upon the Executive. However, it is recognized that restrictions of the nature in question may fail for technical reasons currently unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable, in light of the circumstances, for the protection of the Group, but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said restriction shall apply with such modification as may be necessary to make it valid and effective.
(g) This Section 12 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 12, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have the right to seek all remedies permissible under applicable law.
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13. WITHHOLDING TAXES
Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
14. NOTIFICATION OF NEW EMPLOYER
In the event that the Executive leaves the employment of the Company, the Executive hereby grants consent to notification by the Company to his/her new employer about his/her rights and obligations under this Agreement.
15. ASSIGNMENT
This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
16. SEVERABILITY
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.
18. REPRESENTATIONS
The Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his/her employment by the Company. The Executive has not entered into, and hereby agrees that he/she will not enter into, any oral or written agreement in conflict with this Section 18. The Executive represents that the Executive will consult his/her own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement or any provisions hereunder.
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19. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by, construed and enforced in accordance with the laws of Hong Kong without regard to the conflict of laws principles thereof. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three and the arbitration proceedings shall be conducted in English.
20. AMENDMENT
This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.
21. WAIVER
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
22. NOTICES
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.
23. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
24. NO INTERPRETATION AGAINST DRAFTER
Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that he/she has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| TOP Financial Group Limited | ||
| Signature: | /s/ Hoi Ling Jennifer Tam | |
| Name: | Hoi Ling Jennifer Tam | |
| Title: | Co-Chief Executive Officer | |
| Executive | ||
| Signature: | /s/ Yuli Yan | |
| Name: | Yuli Yan | |
[Signature Page to Employment Agreement]
Schedule A
Cash Compensation
| Amount | Pay Period | |
| Salary | US$60,000 annually | One-twelfth of the annual salary, paid monthly |
Schedule B
List of Prior Inventions
Title / Date / Identifying Number or Brief Description
| ☒ | No inventions or improvements |
| ☐ | Additional Sheets Attached |
| Signature of Executive: | /s/ Yuli Yan | |
| Print Name of Executive: | Yuli Yan | |
| Date: 10/06/2026 | ||