VSME 6-K
VS MEDIA Holdings Ltd (VSME)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIESEXCHANGE ACT OF 1934
For the month of July 2026.
Commission File Number 001-41817
VSMEDIA HOLDINGS LIMITED
(Translation of registrant’s name into English)
Eng Yong Julius Toh, Chief Executive Officer
3 International Business Park #03-29
Nordic European Centre
Singapore, 609927
Telephone: +65 6518 4887
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
On July 13, 2026, VS MEDIA Holdings Limited (the “Company”) appointed (i) Ms. Chen Shulan as a Director and Executive Chairman of the Board of Directors of the Company, (ii) Ms. Lim Hui Leng as an independent Director and as Chairman of the Audit Committee of the Company, and (iii) Mr. Yuen Jia Feng Leonard as Chief Financial Officer of the Company, effective July 13, 2026.
Appointmentof Executive Chairman and Director
On July 13, 2026, the Board of Directors of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, ratified the appointment of Ms. Chen Shulan as Executive Chairman of the Board and as a Director of the Company, effective July 13, 2026.
Ms. Chen Shulan has served since 2015 as founder and director of JNC Logistics (S) Pte Ltd, a Singapore-based logistics and international trade company. Ms. Chen also serves as director of ZNC Logistics (M) SDN BHD (Malaysia) and Asian Shipping Line (Vietnam), and since 2018 as Regional Director of AOG Aerospace Pte. Ltd. Ms. Chen holds a diploma in International Business from Huanan Women’s College of Fujian, China.
Pursuant to an Executive Chairman Appointment Agreement dated July 9, 2026 (the “Chen Appointment Agreement”), Ms. Chen will receive annual base compensation of US$300,000. The Chen Appointment Agreement provides for an initial term of one (1) year, subject to renewal or extension by the Board. Ms. Chen may resign from her position at any time by giving written notice to the Company. Upon termination, resignation, removal or cessation of office, Ms. Chen shall be entitled to receive any unpaid compensation and approved reimbursable expenses accrued up to the effective date of termination, subject to applicable law and Company policies. No severance, bonus continuation, benefit continuation, equity acceleration or other termination payment shall be payable unless expressly approved in writing by the Board or the Compensation Committee or set out in a separate written agreement. A copy of the Chen Appointment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
There are no family relationships between Ms. Chen and any of the Company’s directors or executive officers. There are no transactions between Ms. Chen and the Company that would be reportable under Item 404(a) of Regulation S-K.
Appointmentof Independent Director
On July 13, 2026, the Board of Directors of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, ratified the appointment of Ms. Lim Hui Leng as an independent Director of the Company, effective July 13, 2026. In connection with her appointment as an independent Director, the Board also appointed Ms. Lim to serve as Chairman of the Audit Committee.
Ms. Lim Hui Leng has served since August 2024 as Chief Financial Officer of Legion Consortium Limited, a Hong Kong Stock Exchange listed investment holding company. From June 2023 to August 2024, Ms. Lim served as Financial Manager at The Place Holdings Limited, a Singapore Stock Exchange listed company. From April 2019 to June 2023, Ms. Lim served as Financial Controller at Kwong Lee Group. Ms. Lim holds a Bachelor of Accounting (Honours) degree from Multimedia University, Malaysia.
The Board has determined that Ms. Lim satisfies the independence requirements under the relevant SEC and Nasdaq listing rules to qualify as an “independent director” and as a member of the Company’s audit committee. Ms. Lim also qualifies as an “audit committee financial expert” within the meaning of applicable SEC rules.
Pursuant to an Independent Director Appointment Agreement dated July 7, 2026 (the “Lim Appointment Agreement”), Ms. Lim will receive an annual director’s fee of US$20,000. The Lim Appointment Agreement provides for an initial term of one (1) year, subject to renewal or extension by the Board. Ms. Lim may resign from her position as an Independent Director or from any committee position at any time by giving written notice to the Company. Upon termination, resignation, removal or cessation of office, Ms. Lim shall be entitled to receive any unpaid director’s fees and approved reimbursable expenses accrued up to the effective date of termination, subject to applicable law and Company policies. A copy of the Lim Appointment Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
There are no family relationships between Ms. Lim and any of the Company’s directors or executive officers. There are no transactions between Ms. Lim and the Company that would be reportable under Item 404(a) of Regulation S-K.
Appointmentof Chief Financial Officer
On July 13, 2026, the Board of Directors of the Company ratified the appointment of Mr. Yuen Jia Feng Leonard as Chief Financial Officer of the Company, effective July 13, 2026.
Mr. Yuen Jia Feng Leonard served from September 2021 to May 2026 as Internal Audit and Process Improvement Manager at Giti Tire Pte Ltd. From January 2018 to August 2021, Mr. Yuen served as Chief Financial Officer of Legion Consortium Limited, where he coordinated the company’s listing on the Hong Kong Stock Exchange in January 2021. Mr. Yuen is a Chartered Accountant (Singapore) and CPA (Australia), and holds a Bachelor of Commerce degree in Accounting from the University of Newcastle, Australia.
Pursuant to an offer letter dated May 13, 2026 (the “Yuen Offer Letter”), Mr. Yuen will receive a monthly base salary of SGD 10,500. Mr. Yuen’s employment does not have a fixed expiry date, and either party may terminate the employment relationship upon three (3) months’ written notice to the other party. The Company may, to the extent permitted by applicable law, make payment in lieu of all or part of the notice period. A copy of the Yuen Offer Letter is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
There are no family relationships between Mr. Yuen and any of the Company’s directors or executive officers. There are no transactions between Mr. Yuen and the Company that would be reportable under Item 404(a) of Regulation S-K.
Resignations
As previously disclosed, Ms. Nga Fan Wong resigned as Chairperson of the Board of Directors, effective March 5, 2026, and as a Director of the Company, effective June 30, 2026. Mr. Yuet Wang Mok resigned as Chief Financial Officer of the Company, effective June 3, 2026.
Additionally, Mr. Tang Kaidi has resigned as a Director of the Company, effective July 13, 2026. In connection with Mr. Tang’s resignation, Mr. Tang also resigned from his position as Chairman of the Audit Committee. The resignations of Ms. Wong, Mr. Mok and Mr. Tang were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Exhibits.
The following exhibits are being filed herewith:
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: July 15, 2026 | VS MEDIA HOLDINGS LIMITED | |
|---|---|---|
| By: | /s/ Eng Yong Julius Toh | |
| Name: | Eng Yong Julius Toh | |
| Title: | Chief Executive Officer |
Exhibit10.1
VS MEDIA HOLDINGS LIMITED
EXECUTIVECHAIRMAN OF THE BOARD APPOINTMENT AGREEMENT
PO Box 173, Road Town, Tortola, British Virgin Islands
Ref No.: [VSME-CHAIRMAN-202605-001]
[06] [09] [2026]
VS Media Holdings Limited
3 International Business Park
Singapore 609927
Dear Ms. CHEN,
Re: Appointment as Chairman of the Board
VS MEDIA Holdings Limited, a company incorporated in the British Virgin Islands and listed on The Nasdaq Stock Market LLC (Nasdaq ticker: VSME) (the “Company”), is pleased to confirm your appointment as Chairman of the Board of Directors of the Company (the “Board”), effective from July 13 2026, subject to the terms and conditions set out in this appointment agreement (this “Agreement”).
Chairman / Committee Positions, if applicable:
| ☐ | Chairman<br> of the Board |
|---|---|
| ☐ | Independent<br> Chairman of the Board (only if the Board affirmatively determines independence) |
| ☐ | Non-Executive<br> Chairman of the Board |
| ☒ | Executive<br> Chairman of the Board |
| ☐ | Audit<br> Committee Member |
| ☐ | Audit<br> Committee Chair |
| ☐ | Compensation<br> Committee Member |
| ☐ | Compensation<br> Committee Chair |
| ☐ | Nominating<br> and Corporate Governance Committee Member |
| ☐ | Nominating<br> and Corporate Governance Committee Chair |
| ☐ | Other:<br> _______________________________________ |
This appointment is subject to the approval of the Board, the Company’s memorandum and articles of association, applicable laws, rules, regulations, SEC requirements, Nasdaq listing rules, and the Company’s corporate governance policies.
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| --- |
The Board believes that your professional experience, leadership, industry knowledge and judgment will be valuable to the Company and its shareholders as a whole.
| 1. | Appointment and Duties | |
|---|---|---|
| 1.1 | You<br> are appointed as Executive Chairman of the Board of the Company.. | |
| --- | --- | --- |
| 1.2 | Your<br> appointment is as Executive Chairman of the Board. Your role includes both your duties as<br> Chairman of the Board and the executive responsibilities assigned to you by the Board from<br> time to time. You shall not be deemed the Chief Executive Officer of the Company unless separately<br> appointed as such by the Board. | |
| 1.3 | Your<br> duties as Executive Chairman shall include, without limitation: | |
| - | chairing<br> meetings of the Board and, where applicable, shareholder meetings in accordance with the<br> Company’s memorandum and articles of association; | |
| --- | --- | --- |
| - | working<br> with the Chief Executive Officer, Chief Financial Officer, Company Secretary, outside counsel<br> and relevant committee chairs to plan Board agendas and meeting calendars; | |
| - | providing<br> executive leadership, strategic guidance and business oversight to the Company, subject to<br> the authority and oversight of the Board; | |
| - | supporting<br> and overseeing strategic initiatives, capital markets matters, investor relations, financing<br> activities, major transactions, key partnerships, international expansion, corporate development<br> and other matters assigned by the Board; | |
| - | coordinating<br> with management on the execution of Board-approved strategies, budgets, financing plans,<br> investor communications and corporate development initiatives; | |
| - | serving<br> as a point of coordination between the Board and management; | |
| - | representing<br> the Company or the Board in communications with shareholders, investors, advisers, regulators,<br> business partners or other stakeholders, but only within the scope of authority approved<br> by the Board or the Company’s authorized officers; | |
| - | supporting<br> Board oversight of risk management, internal controls, financial reporting, corporate governance<br> and compliance; and | |
| - | performing<br> such other duties as may reasonably be assigned by the Board, consistent with applicable<br> law, SEC rules, Nasdaq listing rules, the Company’s memorandum and articles of association<br> and Company policies. | |
| 1.4 | If<br> a committee position is specified above, you are also appointed to serve in such committee<br> position, subject to applicable law, SEC rules, Nasdaq listing rules, the relevant committee<br> charter, the Company’s memorandum and articles of association, and Company policies. | |
| --- | --- | --- |
| 1.5 | You<br> shall act in good faith, with due care, skill and diligence, and in the best interests of<br> the Company and its shareholders as a whole. You shall exercise independent judgment and<br> shall not act in the personal interest of any shareholder, controlling shareholder, ultimate<br> beneficial owner or other person. | |
| 2. | Company-Related Parties | |
| --- | --- | |
| 2.1 | For<br> the purposes of this Agreement, “Company-Related Parties” means the Company,<br> its subsidiaries, affiliates, directors, officers, employees, shareholders, controlling shareholders,<br> ultimate beneficial owners, representatives, advisers and agents. | |
| --- | --- | --- |
| 2.2 | For<br> the avoidance of doubt, nothing in this Agreement shall require you to act in the personal<br> interest of any shareholder, controlling shareholder or ultimate beneficial owner, or limit<br> your fiduciary duties, independent judgment or legal obligations as a director of the Company<br> under applicable law, SEC rules, Nasdaq listing rules or the Company’s memorandum and<br> articles of association. |
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| --- | | 3. | Eligibility, Independence and Information Undertakings | | --- | --- | | | 3.1 | You<br> confirm that, to the best of your knowledge after reasonable inquiry, you are eligible to<br> serve as a director and chairman of the Company under applicable law, SEC rules, Nasdaq listing<br> rules, and the Company’s corporate governance policies. | | --- | --- | --- | | | | | | | 3.2 | You<br> acknowledge that, as Executive Chairman, you are not being appointed as an independent director<br> or independent chairman unless the Board separately and affirmatively determines your independence<br> in accordance with applicable Nasdaq listing rules, SEC rules, the Company’s corporate<br> governance policies and all relevant facts and circumstances. | | | | | | | 3.3 | You<br> shall not serve on the Audit Committee unless the Board separately determines that you satisfy<br> all applicable independence, financial literacy and eligibility requirements under SEC rules,<br> Nasdaq listing rules, the Audit Committee charter and other applicable laws and regulations. | | | | | | | 3.4 | You<br> agree to promptly notify the Company of any matter, relationship, interest, transaction,<br> position or change in circumstances that may affect your independence, eligibility, qualification,<br> reputation, ability to serve as Chairman or director, or ability to serve in any committee<br> position specified above. | | | | | | | 3.5 | You<br> shall provide such information, confirmations, questionnaires, certifications and consents<br> as the Company may reasonably request for regulatory, disclosure, listing, audit, governance,<br> insurance, background-check, sanctions-screening or compliance purposes. | | 4. | Compliance with Laws and Company Policies | | --- | --- | | 4.1 | In<br> connection with your appointment and service as Executive Chairman, you agree to comply with: | | --- | --- | | | - | applicable<br> laws of the British Virgin Islands; | | --- | --- | --- | | | | | | | - | applicable<br> U.S. federal securities laws; | | | | | | | - | SEC<br> rules and regulations; | | | | | | | - | Nasdaq<br> listing rules; | | | | | | | - | the<br> Company’s memorandum and articles of association; | | | | | | | - | the<br> Company’s corporate governance policies; | | | | | | | - | the<br> Company’s code of conduct; | | | | | | | - | the<br> Company’s insider trading policy; and | | | | | | | - | the<br> Company’s related-party transaction policy, disclosure controls and procedures, anti-bribery<br> and anti-corruption policies, sanctions compliance policies and any other applicable internal<br> policies adopted by the Company from time to time. | | 4.2 | You<br> agree to cooperate with the Company in connection with any filings, disclosures, confirmations,<br> regulatory inquiries, beneficial ownership reporting, Section 16 reporting if applicable,<br> insider trading compliance, director questionnaires or other compliance matters relating<br> to your appointment, service, securities ownership or transactions involving the Company’s<br> securities, provided that such cooperation shall not limit your independent judgment or any<br> rights or obligations you may have under applicable law. | | --- | --- | | 5. | Term, Renewal, Resignation and Termination | | --- | --- | | 5.1 | Your<br> appointment shall commence on 2026 and shall continue for an initial term of one (1) year,<br> unless earlier terminated by your resignation, removal, disqualification, death, incapacity<br> or other cessation of office in accordance with this Agreement, the Company’s memorandum<br> and articles of association, applicable laws, SEC rules, Nasdaq listing rules, or any valid<br> resolution of the Board or shareholders of the Company, as applicable. | | --- | --- |
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| --- | | | 5.2 | Upon<br> the expiration of the initial one-year term, this appointment may be renewed or extended<br> by the Board. If no successor has been duly appointed or elected and qualified upon the expiration<br> of the initial term, you may continue to serve as Chairman until your successor is duly appointed<br> or elected and qualified, or until your earlier resignation, removal, disqualification, death,<br> incapacity or other cessation of office. | | --- | --- | --- | | | | | | | 5.3 | For<br> the avoidance of doubt, your service in any committee position specified above shall be subject<br> to your continued service as a member of the Board, your continued satisfaction of the applicable<br> independence and eligibility requirements, the relevant committee charter, applicable law,<br> SEC rules, Nasdaq listing rules and any valid decision of the Board. | | | | | | | 5.4 | You<br> may resign from your position as Chairman, director or from any committee position at any<br> time by giving written notice to the Company. Such resignation shall take effect on the date<br> specified in your resignation notice, or, if no date is specified, on the date the notice<br> is received by the Company, subject to applicable law and the Company’s memorandum<br> and articles of association. | | | | | | | 5.5 | Either<br> the Company or you may terminate this Agreement at any time, with or without cause, by giving<br> the other party not less than seven (7) days’ prior written notice. Notwithstanding<br> the foregoing, nothing in this Agreement shall prevent the shareholders of the Company, or<br> the Board if permitted by the Company’s memorandum and articles of association and<br> applicable law, from removing you as a director, Chairman or from any committee position,<br> or causing your office to cease with immediate effect at any time, with or without cause. | | | | | | | 5.6 | Without<br> limiting the foregoing, your appointment may cease with immediate effect if: | | | - | you<br> cease to satisfy any applicable independence, qualification or eligibility requirements; | | --- | --- | --- | | | | | | | - | your<br> continued service would result in, or is reasonably likely to result in, non-compliance with<br> any applicable law, regulation, SEC rule, Nasdaq listing rule or corporate governance requirement; | | | | | | | - | you<br> commit a material breach of this Agreement, the Company’s policies, your fiduciary<br> duties, confidentiality obligations or insider trading obligations; | | | | | | | - | you<br> make any unauthorized public statement or unauthorized disclosure concerning the Company<br> or any Company-Related Party, except where such statement or disclosure is permitted or required<br> by applicable law or made in connection with communications with governmental or regulatory<br> authorities; | | | | | | | - | you<br> act or purport to act on behalf of the Company or any Company-Related Party without proper<br> authorization; | | | | | | | - | you<br> are involved in misconduct, fraud, dishonesty, gross negligence, willful misconduct or any<br> matter that may materially harm the reputation, business, interests or regulatory standing<br> of the Company; | | | | | | | - | you<br> become disqualified from acting as a director under applicable law or the Company’s<br> memorandum and articles of association; | | | | | | | - | you<br> are unable to perform your duties due to incapacity, regulatory restriction or other legal<br> impediment; or | | | | | | | - | your<br> resignation, removal or cessation of office is required or permitted under applicable law,<br> the Company’s memorandum and articles of association, or any valid decision of the<br> Board or shareholders. | | | 5.7 | Upon<br> termination, resignation, removal or cessation of office, the Company shall pay you any unpaid<br> chairman or compensation and approved reimbursable expenses accrued up to the effective date<br> of termination, resignation, removal or cessation, subject to applicable law and the Company’s<br> policies. | | --- | --- | --- | | | | | | | 5.8 | For<br> the avoidance of doubt, termination of this Agreement shall not, by itself, limit or override<br> any resignation, removal or cessation procedure required under the Company’s memorandum<br> and articles of association or applicable law. | | | | | | | 5.9 | For<br> the avoidance of doubt, no severance, bonus continuation, benefit continuation, equity acceleration<br> or other termination payment shall be payable upon any termination, resignation, removal<br> or cessation of office unless expressly approved in writing by the Board or the Compensation<br> Committee or set out in a separate written agreement. |
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| --- | | 6. | Executive Chairman Compensation and Expenses | | --- | --- | | | 6.1 | In<br> consideration of your service as Executive Chairman, the Company shall initially pay you<br> annual base compensation of US$300,000, payable in accordance with the Company’s normal<br> payroll or payment practices and subject to applicable tax withholding, unless otherwise<br> determined by the Board or the Compensation Committee. | | --- | --- | --- | | | | | | | 6.2 | The<br> compensation set forth in Section 6.1 represents the initial agreed compensation for your<br> service as Executive Chairman. The Board or the Compensation Committee may review, increase,<br> reduce, supplement or otherwise adjust such compensation from time to time in accordance<br> with applicable law, SEC rules, Nasdaq listing rules, the Company’s memorandum and<br> articles of association and Company policies. | | | | | | | 6.3 | In<br> addition to the compensation set forth in Section 6.1, you may be eligible to receive additional<br> compensation, annual or discretionary bonus, special project compensation, equity awards,<br> equity-linked awards or other incentives, as may be separately reviewed and approved by the<br> Board or the Compensation Committee. Any transaction-related, success-based or similar compensation,<br> if any, must be separately reviewed and approved by the Board or the Compensation Committee<br> after consultation with the Company’s legal counsel and shall be documented in a separate<br> written agreement or approval. | | | | | | | 6.4 | No<br> bonus, incentive, special project compensation, equity award or other additional compensation<br> shall be deemed earned, granted or payable unless and until approved in writing by the Board<br> or the Compensation Committee. | | | | | | | 6.5 | The<br> Company may reimburse you for reasonable and properly documented expenses incurred in connection<br> with your duties, subject to the Company’s policies and prior approval where required. | | | | | | | 6.6 | This<br> Agreement does not itself constitute an agreement by the Company to issue, transfer, grant<br> or otherwise provide any securities or equity awards to you. Any securities, equity awards<br> or similar arrangements, if any, must be approved separately by the Board or the Compensation<br> Committee and documented in a separate written agreement, award document, Board resolution,<br> Compensation Committee resolution or other written approval. | | 7. | Confidentiality | | --- | --- | | | 7.1 | During<br> and after your service as Executive Chairman, you shall keep strictly confidential all non-public,<br> proprietary, financial, business, technical, operational, strategic, commercial, personal,<br> ownership, control, shareholder, financing, restructuring, transaction and other confidential<br> information relating to the Company and the Company-Related Parties. | | --- | --- | --- | | | | | | | 7.2 | Such<br> confidential information includes, without limitation, information relating to the Company’s<br> business, financial condition, operations, customers, suppliers, contracts, strategies, board<br> discussions, committee discussions, internal records, shareholder structure, controlling<br> shareholder arrangements, ultimate beneficial ownership, financing plans, capital market<br> transactions, related-party matters, regulatory matters and any non-public information concerning<br> any Company-Related Party. | | | | | | | 7.3 | You<br> shall not disclose, publish, communicate, use or permit the use of any confidential information<br> except: | | | - | as<br> required for the proper performance of your duties as Executive Chairman or director of the<br> Company; | | --- | --- | --- | | | | | | | - | as<br> authorized in writing by the Board; | | | | | | | - | as<br> required by applicable law, regulation, court order, legal process or regulatory authority;<br> or | | | | | | | - | as<br> otherwise permitted under this Agreement. | | | 7.4 | Upon<br> termination, resignation, removal or cessation of your appointment, you shall promptly return<br> or destroy all Company materials and confidential information in your possession or control,<br> if requested by the Company, subject to applicable legal or regulatory retention requirements. | | --- | --- | --- | | | | | | | 7.5 | Nothing<br> in this Agreement shall prohibit or restrict you from communicating directly with, providing<br> information to, or cooperating with the SEC, Nasdaq, any court or any governmental or regulatory<br> authority regarding any possible violation of law or regulation, without prior notice to<br> or approval from the Company. | | | | | | | 7.6 | Nothing<br> in this Agreement is intended to waive or limit any applicable attorney-client privilege<br> or attorney work-product protection, except to the extent such disclosure is permitted by<br> applicable law. |
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| --- | | 8. | Access to Information and Use of Materials | | --- | --- | | | 8.1 | The<br> Company shall provide you with such information as is reasonably necessary for you to perform<br> your duties as Chairman and director. | | --- | --- | --- | | | | | | | 8.2 | You<br> agree that all documents, records, board materials, committee materials, financial information,<br> legal advice, audit materials, business plans, shareholder information and other materials<br> provided to you are provided solely for the purpose of enabling you to perform your duties<br> as Executive Chairman or director of the Company. | | | | | | | 8.3 | You<br> shall not transfer, disclose, forward, store on unauthorized devices, or use any such materials<br> for any personal purpose or for the benefit of any third party, except as reasonably necessary<br> for the proper performance of your duties or as required by applicable law. | | | | | | | 8.4 | The<br> Company may establish reasonable procedures for the delivery, storage, access, review and<br> return of Board and committee materials, provided that such procedures shall not unreasonably<br> interfere with your ability to discharge your duties as a director. | | 9. | Limited Authority and External Communications | | --- | --- | | | 9.1 | As<br> Executive Chairman, you may exercise such executive authority as is expressly delegated to<br> you by the Board, a duly authorized committee of the Board, or the Company’s authorized<br> officers, subject to applicable law, the Company’s memorandum and articles of association,<br> Board resolutions, approval matrices, signing authority policies, disclosure controls and<br> Company policies. | | --- | --- | --- | | | | | | | 9.2 | Except<br> within the scope of authority expressly delegated to you, you shall not: | | | - | enter<br> into any agreement, commitment or arrangement on behalf of the Company or any Company-Related<br> Party; | | --- | --- | --- | | | | | | | - | make<br> any public statement, announcement, press release or media communication on behalf of the<br> Company or any Company-Related Party; | | | | | | | - | communicate<br> with investors, shareholders, analysts, journalists, business partners, customers, suppliers<br> or other third parties on behalf of the Company or any Company-Related Party; | | | | | | | - | represent<br> that you have authority to speak for or bind the Company beyond the authority delegated to<br> you; or | | | | | | | - | disclose,<br> discuss or comment on any non-public matter concerning the Company, the Board, management,<br> shareholders, controlling shareholders, ultimate beneficial owners or any Company-Related<br> Party. | | | 9.3 | All<br> investor relations, public relations, media, analyst, shareholder and capital markets communications<br> concerning the Company shall be handled only by the Company’s authorized officers,<br> investor relations representatives or other persons expressly authorized by the Company,<br> unless otherwise required or permitted by applicable law. | | --- | --- | --- | | | | | | | 9.4 | Nothing<br> in this section shall restrict you from properly performing your duties as Executive Chairman<br> or director, participating in Board or committee meetings, communicating with the Company’s<br> advisers in connection with your duties, or communicating with governmental or regulatory<br> authorities where permitted or required by applicable law. | | 10. | Limited Non-Disparagement | | --- | --- | | | 10.1 | During<br> and after your service as Executive Chairman, you shall not knowingly make or publish any<br> false, misleading or malicious statement, whether oral or written, concerning the Company<br> or any Company-Related Party. | | --- | --- | --- | | | | | | | 10.2 | This<br> section shall not prohibit you from making truthful statements in the proper performance<br> of your duties as Executive Chairman or director, in Board or committee meetings, in legal<br> proceedings, in response to legal process, or in communications with governmental or regulatory<br> authorities as permitted or required by applicable law. |
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| --- | | 11. | Conflicts of Interest and Related-Party Matters | | --- | --- | | | 11.1 | You<br> agree to promptly disclose to the Board any actual, potential or perceived conflict of interest<br> that may arise during your service as Chairman or director. | | --- | --- | --- | | | | | | | 11.2 | You<br> shall not use your position as Chairman or director, or any information obtained through<br> your service to the Company, for personal gain or for the benefit of any third party. | | | | | | | 11.3 | You<br> shall not knowingly take any action that would create a conflict between your duties to the<br> Company and your personal interests or the interests of any other person. | | | | | | | 11.4 | You<br> acknowledge that matters involving shareholders, controlling shareholders, ultimate beneficial<br> owners or related parties may be subject to review, approval, disclosure or other procedures<br> under applicable law, SEC rules, Nasdaq listing rules, the Company’s policies and the<br> Company’s memorandum and articles of association. | | | | | | | 11.5 | You<br> agree to cooperate with the Company in following such procedures and shall not make any unauthorized<br> disclosure or public statement regarding such matters, except where such disclosure or statement<br> is permitted or required by applicable law or made in connection with communications with<br> governmental or regulatory authorities. | | 12. | Insider Trading | | --- | --- | | | 12.1 | You<br> acknowledge that you may have access to material non-public information regarding the Company. | | --- | --- | --- | | | | | | | 12.2 | You<br> agree to comply with all applicable insider trading laws, securities laws, SEC rules, Nasdaq<br> rules and the Company’s insider trading policy in connection with any transactions<br> involving the Company’s securities. | | | | | | | 12.3 | You<br> shall not trade in the Company’s securities, recommend that any other person trade<br> in the Company’s securities, tip any other person, or disclose material non-public<br> information to any other person, except as permitted by applicable law and Company policy. | | | | | | | 12.4 | You<br> agree to cooperate with the Company in connection with any applicable director, officer,<br> insider, beneficial ownership or securities transaction reporting obligations, including<br> any filings or confirmations required under U.S. federal securities laws, SEC rules, Nasdaq<br> listing rules or the Company’s policies. | | 13. | Securities Ownership and Disclosure | | --- | --- | | | 13.1 | You<br> shall promptly disclose to the Company all Company securities and related interests directly<br> or indirectly owned, controlled or beneficially owned by you, including any ordinary shares<br> of any class, options, warrants, convertible securities, voting arrangements, proxy arrangements,<br> nominee arrangements or other economic or voting interests. | | --- | --- | --- | | | | | | | 13.2 | You<br> shall comply with the Company’s memorandum and articles of association, applicable<br> law, SEC rules, Nasdaq listing rules, the Company’s insider trading policy, related-party<br> transaction policy and any disclosure or approval procedures required by the Company in connection<br> with any acquisition, disposition, transfer, pledge, conversion or other change in such interests. | | | | | | | 13.3 | Nothing<br> in this Agreement shall constitute an agreement by the Company to issue, transfer, grant<br> or otherwise provide any securities to you. Any such issuance, transfer, grant, award or<br> other arrangement, if any, must be separately reviewed, approved and documented in accordance<br> with applicable law, SEC rules, Nasdaq listing rules, the Company’s memorandum and<br> articles of association and Company policies. | | | | | | | 13.4 | Your<br> ownership or control of any Company securities shall not limit or modify your fiduciary duties,<br> duty of loyalty, duty of care, obligation to act in good faith, conflict disclosure obligations<br> or obligation to exercise independent judgment as Chairman or director of the Company. |
| Page 7 of 10 |
| --- | | 14. | No Undisclosed Arrangements | | --- | --- | | | 14.1 | You<br> confirm that, except as disclosed to the Company in writing, there are no arrangements or<br> understandings between you and any other person pursuant to which you have been appointed<br> as Chairman or director of the Company. | | --- | --- | --- | | | | | | | 14.2 | You<br> further confirm that, except as disclosed to the Company in writing, there are no relationships,<br> transactions, securities interests, voting arrangements or other matters involving you that<br> would be required to be disclosed by the Company under applicable SEC rules, Nasdaq listing<br> rules or other applicable laws and regulations. | | 15. | Nature of Appointment | | --- | --- | | | 15.1 | Your<br> appointment as Executive Chairman includes your role as Chairman of the Board and your executive<br> service to the Company. The specific scope of your executive authority, reporting line, employing<br> or contracting entity, payroll arrangements, tax withholding, benefits and other employment<br> or service-related matters shall be determined by the Board or the Compensation Committee<br> and documented by the Company from time to time. | | --- | --- | --- | | | | | | | 15.2 | You<br> shall serve as an executive officer, employee, consultant or other service provider of the<br> Company or its applicable subsidiary or affiliate only to the extent expressly determined,<br> approved and documented by the Board, the Compensation Committee and applicable law. Unless<br> otherwise determined by the Board, your appointment as Executive Chairman shall not constitute<br> your appointment as Chief Executive Officer, Chief Financial Officer or any other specific<br> officer position of the Company. | | | | | | | 15.3 | Your<br> authority to bind the Company, enter into agreements, make commitments, approve expenditures,<br> communicate with investors or other third parties, or otherwise act on behalf of the Company<br> shall be limited to the authority expressly delegated to you by the Board, a duly authorized<br> committee of the Board, or the Company’s applicable approval matrix, signing authority<br> policy, disclosure controls and other Company policies. | | | | | | | 15.4 | Nothing<br> in this Agreement shall create any partnership, joint venture or similar relationship between<br> you and the Company. | | 16. | Directors’ and Officers’ Insurance and Indemnification | | --- | --- | | | 16.1 | The<br> Company shall, to the extent maintained for its directors and executive officers generally<br> and subject to applicable law, SEC rules, Nasdaq listing rules, the Company’s memorandum<br> and articles of association, and Company policies, maintain directors’ and officers’<br> liability insurance covering you on terms no less favorable than those applicable to other<br> directors and executive officers of the Company. | | --- | --- | --- | | | | | | | 16.2 | The<br> Company shall provide indemnification and advancement of expenses to you to the maximum extent<br> permitted by applicable law and the Company’s memorandum and articles of association,<br> on terms no less favorable than those applicable to other directors of the Company, except<br> in cases involving fraud, willful misconduct, bad faith, knowing violation of law or any<br> matter for which indemnification is prohibited by applicable law. | | | | | | | 16.3 | Nothing<br> in this Agreement shall limit any indemnification or insurance rights you may have under<br> the Company’s memorandum and articles of association, any separate indemnification<br> agreement, any D&O insurance policy or applicable law. | | 17. | Remedies for Breach | | --- | --- | | | 17.1 | You<br> acknowledge that any material breach of your confidentiality, insider trading, conflicts<br> of interest, securities disclosure, unauthorized communication or unauthorized authority<br> obligations may cause irreparable harm to the Company. | | --- | --- | --- | | | | | | | 17.2 | The<br> Company shall be entitled to seek injunctive relief, specific performance and any other remedies<br> available under applicable law in the event of any actual or threatened material breach of<br> this Agreement. | | | | | | | 17.3 | Nothing<br> in this section shall apply to or restrict any communication, disclosure or cooperation permitted<br> under Sections 7, 9, 10, 11 or 18 of this Agreement. |
| Page 8 of 10 |
| --- | | 18. | Regulatory and Fiduciary Duties Carve-Out | | --- | --- | | | 18.1 | For<br> the avoidance of doubt, nothing in this Agreement shall be construed to require you to act<br> in the personal interest of any shareholder, controlling shareholder or ultimate beneficial<br> owner, or to limit your fiduciary duties, independent judgment, rights or obligations under<br> applicable law, SEC rules, Nasdaq listing rules or the Company’s memorandum and articles<br> of association. | | --- | --- | --- | | | | | | | 18.2 | Nothing<br> in this Agreement shall prohibit or restrict you from communicating directly with, providing<br> information to, or cooperating with the SEC, Nasdaq, any court or any governmental or regulatory<br> authority regarding any possible violation of law or regulation, without prior notice to<br> or approval from the Company. | | | | | | | 18.3 | Nothing<br> in this Agreement shall prohibit you from making truthful statements or disclosures that<br> are required or protected by applicable law, regulation, court order, legal process or regulatory<br> authority. | | 19. | No Assignment | | --- | --- | | | 19.1 | You<br> may not assign, transfer or delegate any of your rights, duties or obligations under this<br> Agreement without the prior written consent of the Company. | | --- | --- | --- | | | | | | | 19.2 | The<br> Company may assign this Agreement to a successor in connection with a merger, consolidation,<br> redomiciliation, restructuring, sale of substantially all assets or other corporate reorganization,<br> provided that such assignment does not limit your rights under applicable law or the Company’s<br> memorandum and articles of association. | | 20. | Governing Law | | --- | --- | | | 20.1 | This<br> Agreement shall be governed by and construed in accordance with the laws of the British Virgin<br> Islands, except to the extent that any applicable U.S. federal securities laws, SEC rules,<br> Nasdaq listing rules or other mandatory laws or regulations apply to the Company, the Board<br> or your service as Chairman or director. | | --- | --- | --- | | | | | | | 20.2 | Nothing<br> in this Agreement shall limit the application of any mandatory legal, regulatory, exchange<br> or fiduciary duty requirements applicable to the Company or its directors. | | 21. | Entire Agreement | | --- | --- | | | 21.1 | This<br> Agreement constitutes the entire agreement between you and the Company with respect to your<br> appointment as Executive Chairman and director and supersedes all prior discussions, understandings<br> or arrangements relating to such appointment. | | --- | --- | --- | | | | | | | 21.2 | Any<br> amendment or modification to this Agreement shall be made in writing and signed by both parties,<br> subject always to the Company’s memorandum and articles of association, applicable<br> laws, SEC rules and Nasdaq listing rules. | | 22. | Please<br> confirm your acceptance of this appointment and the terms set out in this Agreement by signing<br> and returning a copy of this Agreement. | | --- | --- |
Yours faithfully,
For and on behalf of
VSMEDIA Holdings Limited
| Signature: | /s/ Eng Yong Julius Toh | |
|---|---|---|
| Name: | Eng<br> Yong Julius Toh | |
| Title: | Chief<br> Executive Officer | |
| Date: | 6/9/2026 |
| Page 9 of 10 |
| --- |
ACCEPTANCE OF APPOINTMENT
I, CHEN SHULAN, hereby accept my appointment as Chairman of the Board of VS MEDIA Holdings Limited and, if applicable, my appointment to the committee position specified above, and agree to the terms and conditions set out in this Agreement.
I confirm that, to the best of my knowledge, I satisfy the applicable eligibility requirements for service as Chairman and director and, if applicable, any independence and eligibility requirements for service in the committee position specified above.
I further agree to promptly notify the Company of any change in circumstances that may affect my independence, eligibility, qualification, reputation or ability to serve as Chairman, director or in any committee position specified above.
| Signature: | /s/ Chen ShuLan | |
|---|---|---|
| Name: | Chen<br> ShuLan | |
| Date: | 6/9/2026 |
| Page 10 of 10 |
| --- |
Exhibit10.2
INDEPENDENTDIRECTOR APPOINTMENT AGREEMENT
VS MEDIA HOLDINGS LIMITED
PO Box 173, Road Town, Tortola, British Virgin Islands
7 July
2026 3 INTERNATIONAL
BUSINESS PARK
SINGAPORE 609927
DearMS. LIM HUI LENG,
Re: Appointment as Independent Director
VS Media Holdings Limited, a company incorporated in the British Virgin Islands and listed on The Nasdaq Stock Market LLC, is pleased to confirm your appointment as an Independent Director of the Company, effective from 30 May 2026.
In addition, you are appointed to serve in the following Board committee position, if applicable:
Position:
☒ Independent Director
☒ Audit Committee Member
☒ Audit Committee Chair
| ☐ | Compensation<br> Committee Member |
|---|---|
| ☐ | Compensation<br> Committee Chair |
| ☐ | Nominating<br> and Corporate Governance Committee Member |
| ☐ | Nominating<br> and Corporate Governance Committee Chair |
| ☐ | Other:<br>___________________________________________ |
This appointment is subject to the approval of the Board of Directors of the Company, the Company’s memorandum and articles of association, applicable laws, rules, regulations, SEC requirements and Nasdaq listing rules.
The Board believes that your professional experience, expertise and independent judgment will be valuable to the Company and its shareholders as a whole.
| 1. | Appointment and Duties |
|---|
You are appointed as an Independent Director of the Company.
If a committee position is specified above, you are also appointed to serve in such committee position, subject to applicable law, SEC rules, Nasdaq listing rules, the relevant committee charter, the Company’s memorandum and articles of association, and Company policies.
| 1 / 13 |
| --- |
As an Independent Director, you shall act in good faith, with due care, skill and diligence, and in the best interests of the Company and its shareholders as a whole.
Your duties shall include attending and participating in meetings of the Board, providing independent oversight of the Company’s management, operations, financial reporting, internal controls and corporate governance, reviewing matters submitted to the Board, providing independent judgment, assisting the Company in maintaining appropriate standards of governance, compliance and ethical conduct, and performing such other duties as may reasonably be required of an independent director of a Nasdaq-listed company.
If you serve on any committee of the Board, you shall also perform the duties applicable to such committee position in accordance with the relevant committee charter, applicable law, SEC rules, Nasdaq listing rules and Company policies.
| 2. | Company-Related Parties |
|---|
For the purposes of this Agreement, “Company-Related Parties” means the Company, its subsidiaries, affiliates, directors, officers, employees, shareholders, controlling shareholders, ultimate beneficial owners, representatives, advisers and agents.
For the avoidance of doubt, nothing in this Agreement shall require you to act in the personal interest of any shareholder, controlling shareholder or ultimate beneficial owner, or limit your fiduciary duties, independent judgment or legal obligations as a director of the Company under applicable law, SEC rules, Nasdaq listing rules or the Company’s memorandum and articles of association.
| 3. | Independence and Eligibility |
|---|
You confirm that, to the best of your knowledge, you satisfy the applicable independence requirements under Nasdaq listing rules, applicable U.S. securities laws, and the Company’s corporate governance policies.
If you are appointed to the Audit Committee, you further confirm that you satisfy the additional independence, financial literacy and eligibility requirements applicable to audit committee members under SEC rules, Nasdaq listing rules, the Audit Committee charter and other applicable laws and regulations.
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| --- |
If you are appointed to any other committee of the Board, you further confirm that you satisfy the applicable independence, eligibility and qualification requirements for such committee service under applicable law, SEC rules, Nasdaq listing rules, the relevant committee charter and Company policies.
You agree to promptly notify the Company of any matter, relationship, interest, transaction, position or change in circumstances that may affect your independence, eligibility, qualification or ability to serve as an Independent Director or in any committee position specified above.
You shall provide such information, confirmations, questionnaires and certifications as the Company may reasonably request for regulatory, disclosure, listing, audit, governance or compliance purposes.
| 4. | Compliance with Laws and Company Policies |
|---|
In connection with your appointment and service as an Independent Director, you agree to comply with:
| 1) | applicable<br> laws of the British Virgin Islands; |
|---|---|
| 2) | applicable<br> U.S. federal securities laws; |
| 3) | SEC<br> rules and regulations; |
| 4) | Nasdaq<br> listing rules; |
| 5) | the<br> Company’s memorandum and articles of association; |
| 6) | the<br> Company’s corporate governance policies; |
| 7) | the<br> Company’s code of conduct; |
| 8) | the<br> Company’s insider trading policy; and |
| 9) | any<br> other applicable internal policies adopted by the Company from time to time. |
You agree to cooperate with the Company in connection with any filings, disclosures, confirmations, regulatory inquiries, beneficial ownership reporting, Section 16 reporting, insider trading compliance, director questionnaires or other compliance matters relating to your appointment, service, securities ownership or transactions involving the Company’s securities, provided that such cooperation shall not limit your independent judgment or any rights or obligations you may have under applicable law.
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| --- | | 5. | Term, Renewal, Resignation and Termination | | --- | --- |
Your appointment shall commence on July 13, 2026 and shall continue for an initial term of one (1) year, unless earlier terminated by your resignation, removal, disqualification, death, incapacity or other cessation of office in accordance with this Agreement, the Company’s memorandum and articles of association, applicable laws, SEC rules, Nasdaq listing rules, or any valid resolution of the Board or shareholders of the Company, as applicable.
Upon the expiration of the initial one-year term, this appointment may be renewed or extended by the Board. If no successor has been duly appointed or elected and qualified upon the expiration of the initial term, you may continue to serve as an Independent Director until your successor is duly appointed or elected and qualified, or until your earlier resignation, removal, disqualification, death, incapacity or other cessation of office.
For the avoidance of doubt, your service in any committee position specified above shall be subject to your continued service as a member of the Board, your continued satisfaction of the applicable independence and eligibility requirements, the relevant committee charter, applicable law, SEC rules, Nasdaq listing rules and any valid decision of the Board.
You may resign from your position as an Independent Director or from any committee position at any time by giving written notice to the Company. Such resignation shall take effect on the date specified in your resignation notice, or, if no date is specified, on the date the notice is received by the Company, subject to applicable law and the Company’s memorandum and articles of association.
Either the Company or you may terminate this Agreement at any time, with or without cause, by giving the other party not less than seven (7) days’ prior written notice.
Notwithstanding the foregoing, nothing in this Agreement shall prevent the shareholders of the Company, or the Board if permitted by the Company’s memorandum and articles of association and applicable law, from removing you as a director or from any committee position, or causing your office to cease with immediate effect at any time, with or without cause.
Without limiting the foregoing, your appointment may cease with immediate effect if:
| 1) | you<br> cease to satisfy any applicable independence, qualification or eligibility requirements; |
|---|---|
| 2) | your<br> continued service would result in, or is reasonably likely to result in, non-compliance with<br> any applicable law, regulation, SEC rule, Nasdaq listing rule or corporate governance requirement; |
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| --- | | 3) | you<br> commit a material breach of this Agreement, the Company’s policies, your fiduciary<br> duties, confidentiality obligations or insider trading obligations; | | --- | --- | | 4) | you<br> make any unauthorized public statement or unauthorized disclosure concerning the Company<br> or any Company-Related Party, except where such statement or disclosure is permitted or required<br> by applicable law or made in connection with communications with governmental or regulatory<br> authorities; | | 5) | you<br> act or purport to act on behalf of the Company or any Company-Related Party without proper<br> authorization; | | 6) | you<br> are involved in misconduct, fraud, dishonesty, gross negligence, willful misconduct or any<br> matter that may materially harm the reputation, business, interests or regulatory standing<br> of the Company; | | 7) | you<br> become disqualified from acting as a director under applicable law or the Company’s<br> memorandum and articles of association; | | 8) | you<br> are unable to perform your duties due to incapacity, regulatory restriction or other legal<br> impediment; or | | 9) | your<br> resignation, removal or cessation of office is required or permitted under applicable law,<br> the Company’s memorandum and articles of association, or any valid decision of the<br> Board or shareholders. |
Upon termination, resignation, removal or cessation of office, the Company shall pay you any unpaid director’s fees and approved reimbursable expenses accrued up to the effective date of termination, resignation, removal or cessation, subject to applicable law and the Company’s policies.
For the avoidance of doubt, termination of this Agreement shall not, by itself, limit or override any resignation, removal or cessation procedure required under the Company’s memorandum and articles of association or applicable law.
| 6. | Director’s Fees and Expenses |
|---|
In consideration of your service as an Independent Director and, if applicable, your service in any committee position specified above, the Company shall pay you an annual director’s fee of US$20,000, payable in accordance with the Company’s normal payment practices or as otherwise determined by the Board.
Unless otherwise agreed in writing and approved in accordance with applicable law, SEC rules, Nasdaq listing rules and the Company’s policies, the annual fee shall cover your service as an Independent Director and any committee service assigned by the Board.
| 5 / 13 |
| --- |
The Company may reimburse you for reasonable and properly documented expenses incurred in connection with your duties, subject to the Company’s policies and prior approval where required.
For the avoidance of doubt, you shall not receive, directly or indirectly, any consulting, advisory, success-based, transaction-based or other compensatory fee from the Company or its subsidiaries, other than fees for service as a member of the Board or any committee of the Board, unless such arrangement is reviewed and approved in accordance with applicable law, SEC rules, Nasdaq listing rules and the Company’s policies and would not impair your independence or eligibility to serve.
| 7. | Confidentiality |
|---|
During and after your service as an Independent Director, you shall keep strictly confidential all non-public, proprietary, financial, business, technical, operational, strategic, commercial, personal, ownership, control, shareholder, financing, restructuring, transaction and other confidential information relating to the Company and the Company-Related Parties.
Such confidential information includes, without limitation, information relating to the Company’s business, financial condition, operations, customers, suppliers, contracts, strategies, board discussions, committee discussions, internal records, shareholder structure, controlling shareholder arrangements, ultimate beneficial ownership, financing plans, capital market transactions, related-party matters, regulatory matters and any non-public information concerning any Company-Related Party.
You shall not disclose, publish, communicate, use or permit the use of any confidential information except:
| 1) | as<br> required for the proper performance of your duties as a director of the Company; |
|---|---|
| 2) | as<br> authorized in writing by the Board; |
| 3) | as<br> required by applicable law, regulation, court order, legal process or regulatory authority;<br> or |
| 4) | as<br> otherwise permitted under this Agreement. |
| 6 / 13 |
| --- |
Upon termination, resignation, removal or cessation of your appointment, you shall promptly return or destroy all Company materials and confidential information in your possession or control, if requested by the Company, subject to applicable legal or regulatory retention requirements.
Nothing in this Agreement shall prohibit or restrict you from communicating directly with, providing information to, or cooperating with the SEC, Nasdaq, any court or any governmental or regulatory authority regarding any possible violation of law or regulation, without prior notice to or approval from the Company.
Nothing in this Agreement is intended to waive or limit any applicable attorney-client privilege or attorney work-product protection, except to the extent such disclosure is permitted by applicable law.
| 8. | Access to Information and Use of Materials |
|---|
The Company shall provide you with such information as is reasonably necessary for you to perform your duties as an Independent Director.
You agree that all documents, records, board materials, committee materials, financial information, legal advice, audit materials, business plans, shareholder information and other materials provided to you are provided solely for the purpose of enabling you to perform your duties as a director of the Company.
You shall not transfer, disclose, forward, store on unauthorized devices, or use any such materials for any personal purpose or for the benefit of any third party, except as reasonably necessary for the proper performance of your duties or as required by applicable law.
The Company may establish reasonable procedures for the delivery, storage, access, review and return of Board and committee materials, provided that such procedures shall not unreasonably interfere with your ability to discharge your duties as a director.
| 7 / 13 |
| --- | | 9. | No Authority and External Communications | | --- | --- |
You acknowledge that you are appointed as a non-executive Independent Director and shall not have authority to bind the Company or any Company-Related Party unless expressly authorized by a valid resolution of the Board or a duly authorized committee of the Board.
You shall not, without prior authorization from the Board or the Company’s authorized officers:
| 1) | enter<br> into any agreement, commitment or arrangement on behalf of the Company or any Company-Related<br> Party; |
|---|---|
| 2) | make<br> any public statement, announcement, press release or media communication on behalf of the<br> Company or any Company-Related Party; |
| 3) | communicate<br> with investors, shareholders, analysts, journalists, business partners, customers, suppliers<br> or other third parties on behalf of the Company or any Company-Related Party; |
| 4) | represent<br> that you have authority to speak for or bind the Company, the Board, any committee of the<br> Board, any shareholder, any controlling shareholder or any ultimate beneficial owner; or |
| 5) | disclose,<br> discuss or comment on any non-public matter concerning the Company, the Board, management,<br> shareholders, controlling shareholders, ultimate beneficial owners or any Company-Related<br> Party. |
All investor relations, public relations, media, analyst, shareholder and capital markets communications concerning the Company shall be handled only by the Company’s authorized officers, investor relations representatives or other persons expressly authorized by the Company, unless otherwise required or permitted by applicable law.
Nothing in this section shall restrict you from properly performing your duties as a director, participating in Board or committee meetings, communicating with the Company’s advisers in connection with your duties, or communicating with governmental or regulatory authorities where permitted or required by applicable law.
| 10. | Limited Non-Disparagement |
|---|
During and after your service as an Independent Director, you shall not knowingly make or publish any false, misleading or malicious statement, whether oral or written, concerning the Company or any Company-Related Party.
| 8 / 13 |
| --- |
This section shall not prohibit you from making truthful statements in the proper performance of your duties as a director, in Board or committee meetings, in legal proceedings, in response to legal process, or in communications with governmental or regulatory authorities as permitted or required by applicable law.
| 11. | Conflicts of Interest and Related-Party Matters |
|---|
You agree to promptly disclose to the Board any actual, potential or perceived conflict of interest that may arise during your service as an Independent Director.
You shall not use your position as an Independent Director, or any information obtained through your service to the Company, for personal gain or for the benefit of any third party.
You shall not knowingly take any action that would create a conflict between your duties to the Company and your personal interests or the interests of any other person.
You acknowledge that matters involving shareholders, controlling shareholders, ultimate beneficial owners or related parties may be subject to review, approval, disclosure or other procedures under applicable law, SEC rules, Nasdaq listing rules, the Company’s policies and the Company’s memorandum and articles of association.
You agree to cooperate with the Company in following such procedures and shall not make any unauthorized disclosure or public statement regarding such matters, except where such disclosure or statement is permitted or required by applicable law or made in connection with communications with governmental or regulatory authorities.
| 12. | Insider Trading |
|---|
You acknowledge that you may have access to material non-public information regarding the Company.
You agree to comply with all applicable insider trading laws, securities laws, SEC rules, Nasdaq rules and the Company’s insider trading policy in connection with any transactions involving the Company’s securities.
| 9 / 13 |
| --- |
You shall not trade in the Company’s securities, recommend that any other person trade in the Company’s securities, or disclose material non-public information to any other person, except as permitted by applicable law and Company policy.
You agree to cooperate with the Company in connection with any applicable director, officer, insider, beneficial ownership or securities transaction reporting obligations, including any filings or confirmations required under U.S. federal securities laws, SEC rules, Nasdaq listing rules or the Company’s policies.
| 13. | No Undisclosed Arrangements |
|---|
You confirm that, except as disclosed to the Company in writing, there are no arrangements or understandings between you and any other person pursuant to which you have been appointed as an Independent Director of the Company.
You further confirm that, except as disclosed to the Company in writing, there are no relationships, transactions or matters involving you that would be required to be disclosed by the Company under applicable SEC rules, Nasdaq listing rules or other applicable laws and regulations.
| 14. | Nature of Appointment |
|---|
Your appointment as an Independent Director does not constitute an employment relationship with the Company.
You shall not be deemed an employee, officer, executive, agent or legal representative of the Company by virtue of this appointment. You shall not have authority to bind the Company or enter into any agreement or commitment on behalf of the Company unless specifically authorized by the Board.
Nothing in this Agreement shall create any partnership, joint venture, employment, agency or similar relationship between you and the Company.
| 15. | Directors’ and Officers’ Insurance and Indemnification |
|---|
The Company may, at its discretion and subject to applicable law, SEC rules, Nasdaq listing rules, the Company’s memorandum and articles of association, and Company policies, maintain directors’ and officers’ liability insurance and, where permitted, provide indemnification for members of the Board.
Nothing in this Agreement shall require the Company to obtain, maintain, renew or provide any specific insurance coverage, indemnification arrangement or level of protection.
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| --- | | 16. | Remedies for Breach | | --- | --- |
You acknowledge that any material breach of your confidentiality, insider trading, conflicts of interest, unauthorized communication or unauthorized authority obligations may cause irreparable harm to the Company.
The Company shall be entitled to seek injunctive relief, specific performance and any other remedies available under applicable law in the event of any actual or threatened material breach of this Agreement.
Nothing in this section shall apply to or restrict any communication, disclosure or cooperation permitted under Sections 7, 9, 10, 11 or 17 of this Agreement.
| 17. | Regulatory and Fiduciary Duties Carve-Out |
|---|
For the avoidance of doubt, nothing in this Agreement shall be construed to require you to act in the personal interest of any shareholder, controlling shareholder or ultimate beneficial owner, or to limit your fiduciary duties, independent judgment, rights or obligations under applicable law, SEC rules, Nasdaq listing rules or the Company’s memorandum and articles of association.
Nothing in this Agreement shall prohibit or restrict you from communicating directly with, providing information to, or cooperating with the SEC, Nasdaq, any court or any governmental or regulatory authority regarding any possible violation of law or regulation, without prior notice to or approval from the Company.
Nothing in this Agreement shall prohibit you from making truthful statements or disclosures that are required or protected by applicable law, regulation, court order, legal process or regulatory authority.
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| --- | | 18. | No Assignment | | --- | --- |
You may not assign, transfer or delegate any of your rights, duties or obligations under this Agreement without the prior written consent of the Company.
| 19. | Governing Law |
|---|
This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands, except to the extent that any applicable U.S. federal securities laws, SEC rules, Nasdaq listing rules or other mandatory laws or regulations apply to the Company, the Board or your service as an Independent Director.
| 20. | Entire Agreement |
|---|
This Agreement constitutes the entire agreement between you and the Company with respect to your appointment as an Independent Director and supersedes all prior discussions, understandings or arrangements relating to such appointment.
Any amendment or modification to this Agreement shall be made in writing and signed by both parties, subject always to the Company’s memorandum and articles of association, applicable laws, SEC rules and Nasdaq listing rules.
Please confirm your acceptance of this appointment and the terms set out in this Agreement by signing and returning a copy of this Agreement.
Yours faithfully,
| /s/ Eng Yong Julius Toh |
|---|
For and on behalf of
VS MEDIA HOLDINGS LIMITED
ENG YONG JULIUS TOH
Director
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| --- |
Acceptance of Appointment
I,LIM HUI LENG, hereby accept my appointment as an Independent Director of VS Media Holdings Limited and, if applicable, my appointment to the committee position specified above, and agree to the terms and conditions set out in this Agreement.
I confirm that, to the best of my knowledge, I satisfy the applicable independence and eligibility requirements for service as an Independent Director and, if applicable, for service in the committee position specified above.
I further agree to promptly notify the Company of any change in circumstances that may affect my independence, eligibility, qualification or ability to serve as an Independent Director or in any committee position specified above.
| Signature: | /s/ Lim Hui Leng |
|---|---|
| Name: | LIM<br> HUI LENG |
| Date: | 6/7/2026 |
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Exhibit10.3
Offer Letter
Chief Financial Officer
Date: 13/05/2026
VS Media Holdings Limited
3 International Business Park #03-29
Nordic European Centre
Singapore, 609927
To:
Yuen Jia Feng Leonard
Dear Mr. Yuen,
VS Media Holdings Limited (the “Company”) is pleased to offer you the position of Chief Financial Officer (“CFO”) of the Company.
Correspondence address: 3 International Business Park #03-29 Nordic European Centre Singapore 609927
This offer is subject to approval by the Company’s Board of Directors, Compensation Committee or other authorized body, and is further subject to your execution of the Company’s formal employment agreement and other applicable onboarding, employment, compliance and governance documents.
1. Position and Reporting Line
Your position will be Chief Financial Officer.
You will report directly to the Company’s Chief Executive Officer, Mr. Eng Yong Julius Toh. Where required by the Company’s governance arrangements, you will also report to the Board of Directors, Audit Committee, Compensation Committee or other relevant committees on financial reporting, audit, budgeting, treasury, internal controls, financing, SEC / Nasdaq disclosure matters and listed company compliance matters.
2. Commencement Date and Work Location
Your expected commencement date will be 06/13/2026, or such other date as may be confirmed by the Company in writing.
The Company’s current registered address / correspondence address is as follows: 3 International Business Park #03-29 Nordic European Centre Singapore 609927
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Your actual work location will be separately notified by the Company based on its business arrangements. The Company may, according to business needs, your role and responsibilities, office arrangements or management requirements, designate, adjust or change your actual work location, including the Company’s office, an affiliate’s office, a remote working location or any other location reasonably designated by the Company.
If there is any material change to your actual work location, the Company will notify you in advance to the extent reasonably practicable. You may also be required to travel or perform your duties at other locations designated by the Company based on business needs. Unless required by applicable law or otherwise approved by the Company in writing, any adjustment to your work location shall not constitute a breach by the Company and shall not automatically trigger any additional compensation, severance payment, bonus, accelerated vesting of equity or other benefits.
3. Salary
Your monthly basic salary will be SGD 10,500.
Your salary will be paid in accordance with the Company’s normal payroll practices and shall be subject to applicable tax withholding, CPF contributions, statutory deductions and other lawful or authorized deductions, where applicable.
Any salary adjustment shall be subject to the Company’s policies, performance review, financial condition and approval by the Company’s authorized representative, Board of Directors or relevant committee. This offer letter does not constitute any guarantee of automatic salary increase.
4. Incentives and Equity
You may be eligible to participate in the Company’s bonus, performance incentive, special incentive, equity incentive or other incentive arrangements applicable to senior management, subject to the Company’s then-effective policies, incentive plans, equity plans, performance review procedures and written approval by the Board of Directors, Compensation Committee or authorized representative.
Any bonus, special incentive, equity award or other incentive compensation, including the amount, form, conditions, payment timing, vesting schedule and treatment upon termination, shall be determined based on the Company’s performance, your individual performance, the Company’s financial condition, compliance record, applicable incentive mechanism and required approvals.
This offer letter does not guarantee any bonus, special incentive, equity award, accelerated vesting, change-in-control payment, severance payment or other incentive compensation.
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5. Benefits and Reimbursement
You may participate in the benefits provided by the Company to senior management, subject to the Company’s then-effective benefit policies, benefit plans, insurance arrangements and applicable laws.
Business expenses reasonably incurred by you in the course of performing your duties may be reimbursed in accordance with the Company’s expense reimbursement policies, subject to submission of valid supporting documents and Company approval.
6. Employment Term and Termination
Unless otherwise agreed in writing, your employment shall not have a fixed expiry date. This offer does not constitute a commitment by the Company to employ you or appoint you as CFO until any specific date, period, financing completion date, audit completion date, Nasdaq compliance deadline or project completion date.
Either party may terminate the employment relationship by giving three (3) months’ written notice to the other party. The Company may, to the extent permitted by applicable law, make payment in lieu of all or part of the notice period and may require you to cease active duties, complete handover, return Company property and cease access to Company systems.
If you engage in serious misconduct, material breach, fraud, gross negligence, violation of law or regulation, breach of securities laws, Nasdaq / SEC compliance obligations, insider trading policy, disclosure obligations, confidentiality obligations, or make any unauthorized commitment on behalf of the Company, the Company may, after completing any reasonable inquiry or procedure required by applicable law or Company policy, terminate your CFO position and/or employment immediately without notice or payment in lieu of notice.
7. Listed Company Compliance, Confidentiality and Handover
You shall comply with all Company policies applicable to senior management, including but not limited to the Code of Business Conduct and Ethics, Insider Trading Policy, Disclosure Policy, Clawback / Compensation Recovery Policy, Anti-Bribery and Anti-Corruption Policy, Conflicts of Interest Policy, Data Security Policy and other applicable policies.
You shall keep confidential all non-public information of the Company and its affiliates, including financial data, budgets, business plans, financing plans, audit materials, board materials, investor information, contracts, systems, data and other confidential information.
You shall cooperate with the Company on SEC / Nasdaq matters, audit, tax, board, internal compliance, investor relations and securities disclosure matters. Upon termination of employment, termination of your CFO position or upon the Company’s request, you shall complete handover, return all Company property, documents, accounts, access rights and information carriers, and continue to provide reasonable assistance after departure in relation to matters handled or known by you during your employment.
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8. Conditions of Offer
This offer is subject to:
| 1) | approval of your appointment<br> and compensation arrangement by the Company’s Board of Directors, Compensation Committee or other authorized body; | |
|---|---|---|
| 2) | completion of background<br> checks, employment history verification, qualification verification and regulatory record checks to the Company’s satisfaction; | |
| 3) | confirmation that you have<br> the legal right to work in Singapore; | |
| 4) | execution of the Company’s<br> formal employment agreement and other applicable confidentiality, compliance, tax, equity, D&O, insider trading, conflict of interest,<br> data security and onboarding documents; | |
| 5) | disclosure by you of any<br> prior employment obligations, non-compete obligations, confidentiality obligations, litigation, arbitration, regulatory investigation,<br> conflict of interest, outside appointment or other matter that may affect your employment or CFO appointment; and | |
| 6) | no matter existing which<br> the Company reasonably considers would adversely affect your employment, performance of duties or appointment as CFO. |
9.Governing Law
This offer letter shall be governed by and construed in accordance with the laws of Singapore, without prejudice to any mandatory employment, tax, securities, regulatory or listed company compliance requirements that may apply.
10.Acceptance
If you accept this offer, please sign and return this offer letter by [15/05/2026].
This offer letter sets out the principal terms of your proposed employment. The detailed rights and obligations of the parties shall be governed by the formal employment agreement, Company policies, equity plans, incentive plans, award agreements and other applicable documents. In the event of any inconsistency between this offer letter and the formal employment agreement, the formal employment agreement shall prevail.
We look forward to your joining VS Media Holdings Limited.
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Yours sincerely,
| For<br> and on behalf of | ||
|---|---|---|
| VS<br> Media Holdings Limited | ||
| Signature: | /s/ Eng Yong Julius Toh | |
| Name: | Eng<br> Yong Julius Toh | |
| Title: | Chief<br> Executive Officer | |
| Date: | 13<br> May 2026 |
Acceptance and Acknowledgement
I, Yuen Jia Feng Leonard, have read, understood and accept the tenns set out in this offer letter.
| Signature: | /s/ Yuen Jia Feng Leonard | |
|---|---|---|
| Name: | Yuen<br> Jia Feng Leonard | |
| Date: | 15<br> May 2026 |
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Schedule1
SalaryConfirmation and Review
The Employee’s confirmation shall be reviewed six (6) months after the employment commencement date, subject to the Company’s satisfactory review.
Upon successful confirmation by the Company, the Employee’s monthly basic salary shall be adjusted from SGD 10,500 to SGD 12,500.
The Employee’s salary shall be subject to further review twelve (12) months after the employment commencement date, in accordance with the Company’s policies, business needs, financial condition and the Employee’s performance.
Except as expressly stated above, this Schedule does not guarantee any further salary increase, bonus, equity award or other compensation adjustment.
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