YYForce Inc 6-K, filed Oct 3, 2025
YYForce Inc. (YFOR)
About this 6-K
YYForce Inc filed this 6-K on October 3, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-42026
YY Group Holding Limited
60 Paya Lebar Road
#09-13/14/15/16/17
Paya Lebar Square
Singapore 409051
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
On October 1, 2025, the Board of Directors of YY Group Holding Limited (the “Company”) has decided to terminate Lai Wai Kit Andrew and Cheong Hai Poh’s appointments as the Company’s independent directors.
On October 1, 2025, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Mr. Lim Kai Ching (Lin Kaiqin) was appointed as an independent director and chair of the Compensation Committee of the Company, effective October 1, 2025. On September 26, 2025, Mr. Lim Kai Ching entered into an independent director offer letter with the Company and agreed to receive an annual compensation of US$18,000, effective October 1, 2025.
The biographical information of Mr. Lim Kai Ching is set forth below:
Mr. Lim Kai Ching is a seasoned finance professional with a long career spanning corporate finance, private equity, hedge fund operations, audit, and investor relations. He has demonstrated strong expertise in financial management, risk controls, and corporate governance, with leadership roles across both listed companies and investment institutions. Mr. Lim’s experience includes his current role as Executive Director of Uni-Asia Group Limited, a company listed on the SGX Mainboard, where he was previously Group Chief Financial Officer from June 2011 to February 2025. During his tenure, he oversaw finance, SGX compliance, investor relations, risk management, and sustainability initiatives. His earlier career includes roles as Client Relationship Manager at State Street Global Services from February 2009 to May 2011, Financial Controller at Haikui Pte Ltd from April 2008 to January 2009, and Vice President at Uni-Asia Capital (Singapore) Limited from 2007 to 2008, where he managed shipping fund operations and SGX listing matters. From 1999 to 2007, Mr. Lim was a Manager at the Government of Singapore Investment Corporation (GIC), leading accounting teams for private equity and hedge fund subsidiaries and implementing corporate governance frameworks. He began his career at Price Waterhouse Singapore as an Audit Assistant from 1997 to 1999, serving multinational and listed companies across various industries. Mr. Lim holds a Bachelor of Accountancy (Honours) from Nanyang Technological University (1997). He is a Chartered Accountant (Singapore), a member of the Institute of Singapore Chartered Accountants (ISCA) with an ISCA Sustainability Certification, and an Accredited Director of the Singapore Institute of Directors.
On October 1, 2025, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Mr. Ngoh York Chao Nicholas (Wu Xuezhao) was appointed as an independent director and chair of the nomination committee of the Company, effective October 1, 2025. On September 26, 2025, Mr. Ngoh York Chao Nicholas entered into an independent director offer letter with the Company and agreed to receive an annual compensation of US$18,000, effective October 1, 2025.
The biographical information of Mr. Ngoh York Chao Nicholas is set forth below:
Mr. Ngoh York Chao Nicholas is a Singapore-qualified lawyer by training and board-accredited director with over 15 years of experience in litigation, regulatory enforcement, and corporate governance. His expertise spans financial crime prosecution, corporate advisory, risk management, and sustainability, and he has advised SGX-listed companies and boards on governance, compliance, and strategy. Since 2019, Mr. Ngoh has served as an Independent Director of Sakae Holdings Ltd., where he is Chairman of the Nominating Committee, and a member of both the Audit and Remuneration Committees. From 2018 to 2023, he was Principal Legal Counsel and Director at the Singapore Manufacturing Federation (SMF), overseeing corporate and legal affairs, data protection, and regulatory initiatives while representing SMF on national committees including the National Environment Agency’s Waste Management Sectoral Tripartite Committee and the Workplace Safety & Health Council’s Engagement & Outreach Committee. Earlier in his career, Mr. Ngoh held senior regulatory and enforcement roles. He was Assistant Director at the Accounting and Corporate Regulatory Authority (ACRA) from 2014 to 2018, where he revised AML/CFT regulations, led enforcement actions, and prosecuted landmark fraud cases. From 2008 to 2014, he served as Deputy Public Prosecutor and State Counsel with the Attorney-General’s Chambers (AGC) and Senior Prosecuting Officer with the Ministry of Manpower (MOM), specialising in financial crime, corruption, and workplace safety prosecutions, while mentoring investigators and junior prosecutors. Mr. Ngoh holds a Bachelor of Laws (LLB Hons.) from the University of Southampton, United Kingdom, and was admitted to the Singapore Bar in 2016. He is a Senior Accredited Director of the Singapore Institute of Directors and a Certified Personal Data Protection Practitioner.
Mr. Lim Kai Ching and Mr. Ngoh York Chao Nicholas do not have a family relationship with any director or executive officer of the Company. They have not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
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Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Independent Director Offer Letter – Lim Kai Ching | |
| 10.2 | Independent Director Offer Letter – Ngoh York Chao Nicholas |
2
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.
| YY Group Holding Limited | ||
| Date: October 3, 2025 | By: | /s/ Fu Xiaowei |
| Name: | Fu Xiaowei | |
| Title: | CEO | |
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Exhibit 10.1
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YY GROUP HOLDING LIMITED 60 Paya Lebar Road, #09-13 to 17 Paya Lebar Square, Singapore 409051 Phone: 6604 6896 Fax: 6604 6807 |
AGREEMENT
26 September 2025
Re: Independent Director Offer Letter – LIM KAI CHING
Dear Mr KAI CHING
YY Group Holding Limited., a British Virgin Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent Director (the “Independent Director”) of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditionsrelating to the services you agree to provide to the Company.
1. Term. This Agreement is effective upon 1 October 2025 (the “Commencement Date”) and shall continue for a period of one year from the Commencement Date subject to the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services. You shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding office as an Independent Director of the Company or which may reasonably be assigned to you by the Board from time to time, including being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.
3. Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation. As compensation for your services to the Company, you will receive an annual compensation of USD $18,000 payable annually. Compensation will be prorated if the service terms are not fully completed within the calendar year. Upon completing one full calendar year of service, you will be awarded a total of 10,000 shares (in quantity, not based on monetary value) in March of the following calendar year. Eligibility for the shares award is strictly subject to you being physically in service with the Company and not having tendered resignation/terminated before the payout day. The Company reserves the right to revise or amend the terms of this agreement at its sole discretion.
5. D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’ insurance policy, if available.
6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
7. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
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YY GROUP HOLDING LIMITED 60 Paya Lebar Road, #09-13 to 17 Paya Lebar Square, Singapore 409051 Phone: 6604 6896 Fax: 6604 6807 |
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein).
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation. During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to your appointment.
9. Termination and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the Board (including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your services as an Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned as of the effective date of such termination or Resignation. Notwithstanding anything herein, the Company may at any time terminate this Agreement immediately without notice, if you: (i) breaches any term of this Agreement or otherwise fails to observe any obligation under this Agreement; (ii) is guilty of fraud or dishonesty; (iii) is habitually neglectful in the performance of the Services; (iv) becomes bankrupt or makes any composition or enters into any deed of arrangement with his creditors; or (v) does or permits any act by which the Company’s Intellectual Property Rights (“IPRs”) may be prejudiced or put in jeopardy.
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YY GROUP HOLDING LIMITED 60 Paya Lebar Road, #09-13 to 17 Paya Lebar Square, Singapore 409051 Phone: 6604 6896 Fax: 6604 6807 |
10. Governing Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any termor condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure ofthe same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of anysuch party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
13. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | ||||
| YY GROUP HOLDING LIMITED | ||||
| By: | /s/ Fu Xiao Wei | |||
| AGREED AND ACCEPTED: | Fu Xiao Wei | |||
| Chief Executive Officer | ||||
| /s/ Lim Kai Ching | ||||
| Name: | LIM KAI CHING | |||
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Exhibit 10.2
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YY GROUP HOLDING LIMITED 60 Paya Lebar Road, #09-13 to 17 Paya Lebar Square, Singapore 409051 Phone: 6604 6896 Fax: 6604 6807 |
AGREEMENT
26 September 2025
Re: Independent Director Offer Letter – NGOH YORK CHAO NICHOLAS
Dear Mr NICHOLAS
YY Group Holding Limited., a British Virgin Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent Director (the “Independent Director”) of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditionsrelating to the services you agree to provide to the Company.
1. Term. This Agreement is effective upon 1 October 2025 (the “Commencement Date”) and shall continue for a period of one year from the Commencement Date subject to the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services. You shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding office as an Independent Director of the Company or which may reasonably be assigned to you by the Board from time to time, including being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.
3. Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation. As compensation for your services to the Company, you will receive an annual compensation of USD $18,000 payable annually. Compensation will be prorated if the service terms are not fully completed within the calendar year. Upon completing one full calendar year of service, you will be awarded a total of 10,000 shares (in quantity, not based on monetary value) in March of the following calendar year. Eligibility for the shares award is strictly subject to you being physically in service with the Company and not having tendered resignation/terminated before the payout day. The Company reserves the right to revise or amend the terms of this agreement at its sole discretion.
5. D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’ insurance policy, if available.
6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
7. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
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YY GROUP HOLDING LIMITED 60 Paya Lebar Road, #09-13 to 17 Paya Lebar Square, Singapore 409051 Phone: 6604 6896 Fax: 6604 6807 |
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein).
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation. During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to your appointment.
9. Termination and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the Board (including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your services as an Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned as of the effective date of such termination or Resignation. Notwithstanding anything herein, the Company may at any time terminate this Agreement immediately without notice, if you: (i) breaches any term of this Agreement or otherwise fails to observe any obligation under this Agreement; (ii) is guilty of fraud or dishonesty; (iii) is habitually neglectful in the performance of the Services; (iv) becomes bankrupt or makes any composition or enters into any deed of arrangement with his creditors; or (v) does or permits any act by which the Company’s Intellectual Property Rights (“IPRs”) may be prejudiced or put in jeopardy.
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YY GROUP HOLDING LIMITED 60 Paya Lebar Road, #09-13 to 17 Paya Lebar Square, Singapore 409051 Phone: 6604 6896 Fax: 6604 6807 |
10. Governing Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any termor condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure ofthe same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of anysuch party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
13. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | ||||
| YY GROUP HOLDING LIMITED | ||||
| By: | /s/ Fu Xiao Wei | |||
| AGREED AND ACCEPTED: | Fu Xiao Wei | |||
| Chief Executive Officer | ||||
| /s/ Ngoh York Chao Nicholas | ||||
| Name: | NGOH YORK CHAO NICHOLAS | |||
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