Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of
the end of the period covered by this Annual Report. Our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms, and (2) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.
Based
on such evaluation of our disclosure controls and procedures as of February 28, 2021, our Chief Executive Officer and Chief Financial
Officer concluded that due to the existence of material weaknesses in our internal controls over financial reporting, as discussed
in more detail below, our disclosure controls and procedures were not completely effective as of February 28, 2021. Management
has continued to monitor the implementation of the remediation plan described below.
Managements
annual report on internal control over financial reporting
The
Companys internal control over financial reporting ( ICFR ) is designed under the supervision of our
Chief Executive Officer, acting in the capacity of principal executive officer, and our Chief Financial Officer, acting in the
capacity of principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles, or GAAP. The Companys ICFR includes those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Companys assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that the Companys receipts and expenditures are being
made only in accordance with authorizations of the Companys management and directors; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could
have a material effect on the financial statements.
The
management of the Company is responsible for establishing and maintaining adequate ICFR for the Company. Our management assessed
the effectiveness of the Companys internal control over financial reporting as of February 28, 2021 in accordance with
the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO Framework ). As a quickly growing development-stage company with limited resources, management
is in the process of building the necessary infrastructure of controls, following the COSO Framework, to ensure that more stringent
policies and procedures will be in place in the near future. However, based on our current review, management concluded that,
during the period covered by this report, material weaknesses in ICFR existed due to the limited number of persons responsible
for the recording and reporting of financial information, the lack of segregation of duties, and the limited size of our management
team in general. We are in the process of evaluating methods of improving our internal control over financial reporting, including
the possible addition of financial reporting staff and the increased segregation of financial reporting responsibility, and intend
to implement such steps as are necessary and possible to correct these material weaknesses.
In
addition to the material weaknesses identified above, management has begun implementing the following measures:
● finalizing
a Corporate Governance Policy that will further align the Companys governance procedures with the requirements noted in
the Sarbanes-Oxley Act; and
● finalizing
a comprehensive Code of Conduct, which reflects the overall corporate principles, policies and values that will also provide the
overall guidance for our control procedures.
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Table of Contents
Notwithstanding
the assessment that our ICFR was not effective as of February 28, 2021 and that there are material weaknesses as identified herein,
we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results
of operations and cash flows for the period covered thereby in all material respects. We are committed to continuing to improve
our internal control processes and we intend to undertake measures to remediate the material weaknesses we have identified and
generally strengthen our internal control over financial reporting. We will also continue to further review, optimize, and enhance
our financial reporting controls and procedures. These material weaknesses will not be considered remediated until the applicable
remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls
are operating effectively.
This
Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over
financial reporting. The attestation report by our registered public accounting firm was not required pursuant to rules of the
SEC that permit us to provide only our managements report on internal control over financial reporting.
Changes
in internal control over financial reporting
Except
for the remediation procedures being implemented by the Company as described above, there have been no other changes in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the
last quarter of our fiscal year ended February 28, 2021, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All
FingerMotion directors hold office until the next annual general meeting of the shareholders unless his office is earlier vacated
in accordance with our Articles or he becomes disqualified to act as a director. FingerMotion officers are appointed by our board
of directors and hold office until their earlier death, retirement, resignation or removal.
FingerMotion
executive officers and directors and their respective ages as of the date of this report are as follows:
Name
and Position
Age
Principal
Occupation and Positions Held During the Last Five Years
Martin
J. Shen
CEO
50
CEO
of FingerMotion, Inc. (Dec. 1, 2018 to present); Founder of Imperial Distributors (formerly AP Martin Pharmaceutical Supplies
Ltd.) (July 1, 2014 to Dec. 1, 2018); and CFO and COO of Wales and Son Industrial (later named Weir Minerals) (July 2004 to
June 2014).
Yew
Hon Lee
CFO
52
CFO
of FingerMotion, Inc. (Dec. 11, 2020 to present); CFO of Cubinet Interactive Group of Companies (2006 to November 2020)
Hsien
Loong Wong
Director
46
Former
CEO and CFO of FingerMotion, Inc. (April 2017 to Nov. 30, 2018); Real Estate and Logistics professional in Singapore (2008
to present); Director of property at Big Box Singapore Pte. Ltd. (Dec. 2012 to Sept. 2017).
Yew
Poh Leong
Director
66
Director
of FingerMotion, Inc. (Dec. 1, 2018 to present); Group CEO at Radinace Hospitality Group (Jan. 2005 to Dec. 2014); and Director
of Strategic Projects for Keppel T&T (Jan. 2001 to Dec. 2002).
Michael
Chan
Director
57
Director
of FingerMotion, Inc. (April 6, 2018 to present); Managing Director of Asia Pacific, Asset Servicing at Bank of New York Mellon
(2007 to Sept. 2016); currently serves on the National University of Singapore Society finance sub-committee (2016 to present);
Head of Business Development, Asia Pacific, State Street Bank & Trust Co. (1994 to 2007).
Eng
Ho Ng
Director
67
Director
of FingerMotion, Inc. (Dec. 11, 2020 to present); Non-Executive Chairman of ZWEEC Analytics
Pte Ltd. (Feb 2020] to present); Director of TNG Fintech Group (Jan 2018 to present
Li
Li
Legal Representative and General Manager of JiuGe Technology
41
Legal
Representative and General Manager of JiuGe Technology (Jan. 2018 to present); Advisor to Shenzhen WuYiKa Technology Co.,
Ltd. (Jan. 2017 to Dec. 2017); Vice President of Shanghai JiaPinMi Information Technology Co., Ltd. (July 2015 to Dec. 2016)
Li
Guang Hui
Legal Representative and Vice General Manager of Beijing Technology
40
Vice
General Manager of Beijing Technology; CEO of Beijing Hongyang Consulting (July 2017 to April 2019); Marketing Director of Youku
Tudou (June 2011 to May 2017).
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Table of Contents
The
following is a brief account of the education and business experience of each director, executive officer and key employee during
at least the past five years, indicating each persons principal occupation during the period, and the name and principal
business of the organization by which he or she was employed, and including other directorships held in reporting companies.
Martin
J. Shen - Mr. Shen was appointed our Chief Executive Officer and Chief Financial Officer on December 1, 2018. He has nearly
15 years of experience in senior management roles in entrepreneurial startups as well as large multinational corporations. In
those roles, he acquired wide-ranging expertise in corporate management, financial oversight and operational administration. Most
recently, Mr. Shen founded Imperial Distributors (formerly AP Martin Pharmaceutical Supplies Ltd.) in 2014, establishing the company
as the preferred choice for providing distributional support to regional pharmacies throughout Western Canada. His leadership
duties as founder and senior vice-president included overseeing all aspects of operations, including managing legal and regulatory
compliance issues. They covered ensuring compliance with Health Canada requirements as well as all relevant federal, provincial
and municipal legislation. He also led the finance department, building a sound foundation for the accounting function and leveraging
his extensive experience in public accounting to guide the acquisition of two companies in Alberta.
Prior
to Imperial, Mr. Shen served as Chief Operating Officer and Chief Financial Officer at Wales and Son Industrial (later re-named
Weir Minerals) from 2004 to 2014. The firm specializes in the global delivery of, and support for, mining slurry equipment solutions
including pumps, hydrocyclones, rubber and wear resistant linings. Sectors served include mining and mineral processing, energy
and general industry. As COO and CFO of Wales and Son Industrial, Mr. Shen directed all financial and internal operational activities.
This included financial statement preparation and tax filings, banking arrangements, executive compensation and share purchase
agreements. He was also responsible for the analysis of monthly results and financial statements and reconciliations to Group
head office.
Mr.
Shen began his career at PricewaterhouseCoopers in the tax department in Singapore and the audit and advisory group in Hong Kong.
As a Tax Manager, he consulted with tax departments of multinational corporations, including Raytheon and Exxon, to provide tax
saving mechanisms and future tax planning strategies. Mr. Shen also conducted tax conferences and seminars for current and potential
clients to provide overview of tax planning scenarios. He served at PricewaterhouseCoopers from 1994 to 2004. Mr. Shen also spent
several years in PwC Vancouver, auditing major Canadian companies and in the process building his expertise in financial management,
compliance and financial statement reporting. A US Certified Public Accountant, he holds a BSc from the University of British
Columbia.
Mr.
Shen devotes approximately 100% of his time to the Company.
Yew
Hon Lee - Mr. Lee was appointed as the CFO of the Company on December 11, 2020. He was the CFO of Cubinet Interactive Group
of Companies from 2006 to November 2020. He was one of the pioneers that started an online game publishing company. In his tenure,
he was instrumental in leading Cubinet and building teams across the South East Asia region setting up all the financial processes
within a short span of time. In 2011, Mr. Lee took on the additional role as the COO, Middle East and Russia, establishing new
strategic partnerships. Prior to joining Cubinet, in 2001, Mr. Lee was employed by Trisilco IT Sdn Bhd as the Finance Manager
overseeing the entire spectrum of the Finance and HR functions. In 2005, Mr. Lee took on the role of General Manager managing
the entire operations of Trisilco from Finance, HR, Sales & Operations. Trisilco is an IT company specializing in regulatory
reporting and compliance for the financial sector. Previously, Mr. Lee had a short tenure in Nadicorp Holdings as the internal
auditor setting up the departments from scratch. Nadicorp is one of the largest private Bumiputra conglomerates with 5 main business
units in Transportation, Manufacturing, Property & Plantation, Defence and Other support services. In his tenure as the Internal
Auditors Manager, he set up the Audit Charter and the key internal audit processes and procedures. Mr. Lee received his diploma
from the Tunku Abdul Rahman College in 1996 and is a Chartered Accountant, a Member of Malaysia Institute of Accountants and an
Associate Member of the Chartered Institute of Management Accountants, United Kingdom.
Mr.
Lee devotes approximately 100% of his time to the Company.
Hsien
Loong Wong - Mr. Wong was appointed a Board member, Chief Executive Officer and Chief Financial Officer on April 14, 2017.
On December 1, 2018, Mr. Wong resigned as the Chief Executive Officer and Chief Financial Officer, but continued to serves as
a Board member of the Company. He started his career in investor relations in technology, biotechnology, mining and oil and gas.
Since July 2015, Mr. Wong has served as Associate Director of Propnex, Singapores largest listed real estate agency From
December 2012 until September 2017, Mr. Wong also served as Senior Manager of Business Development as well as its director of
property at Big Box Singapore Pte Ltd, a commercial property valued at$600 million. He also has extensive experience in running
public companies. In particular, he was CEO of Nexgen Petroleum Corp, an oil and gas drilling company in Tennessee, USA from July
2007 to September 2009. He also currently serves as director to Food Bank Singapore, a registered charity, where he has served
since January 2015. Mr. Wongs previous experience and knowledge of the Company provides good historical information regarding
the Company, which helps management with decisions going forward. Mr. Wong received his BA (Hons) in Communications from Simon
Fraser University, British Columbia and his MSc in Real Estate from the National University of Singapore.
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Table of Contents
Mr.
Wong devotes approximately 15% of his time to us.
Yew
Poh Leong - Mr. Leong has been a Board member since December 1, 2018. He has more than 30 years of management experience in
growing companies in the technology and hospitality sectors. In that time, Mr. Leong established an extensive network of business
relationships in the software, banking and telecommunications sectors throughout the Asia Pacific. In his current position as
CEO of Vertical Connection Pte Ltd., a position he has held since 2002, Mr. Leong leads the companys consulting and advisory
services in helping other companies expand their businesses regionally through partnerships or acquisitions and implementing core
operational and information initiatives. Vertical Connection focuses on fintech, telecommunications services, hospitality and
software. Currently, Mr. Leong sits on the boards of several private companies. Since 2017, he has served on the board of directors
of Fintrux Pte Ltd., a P2P lending company, as chair and on the boards of each of Vemotion APAC and VM Technology, both software
and hardware companies that specialize in wireless video transmission over low bitrate networks.
Mr.
Leong served as Group CEO of Radiance Hospitality Group from 2002 through 2016, where he led the expansion of the companys
hotel management services in Malaysia, Singapore, China, Indonesia, Cambodia and Russia. Before joining Radiance, Mr. Leong served
as Director of Strategic Projects for Keppel T&T, a public company that provides transportation, telecommunications and IT
services, from 1999 to 2002. There, he was responsible for its e-businesses, which included establishing credit bureaus in Thailand
and Malaysia, establishing and operating data centers in Singapore, Malaysia, Thailand and the Philippines, operating call centers
in Singapore and Malaysia, and providing application solutions for local governments, IT infrastructure, and transportation and
education organizations.
Prior
to his service at Keppel T&T, Mr. Leong was first a Regional Director and then Managing Director of Dun and Bradstreet Software
(later acquired by Geac Computers), from 1988 to 2001. In those roles, he led company growth from 15 to more than 250 employees
in Singapore, Malaysia, Thailand, the Philippines, Indonesia, Sri Lanka, Hong Kong, Beijing and Shanghai. The firm provided business
solutions and managed services for 350 customers in the region. Prior to serving at Dun and Bradstreet, Mr. Leong was a consultant
with Computer Associates, a consultant at Price Waterhouse, a management consultant at Reliance Travel and an auditor at Razak
& Co. Mr. Leongs extensive corporate experience allows him to provide valuable guidance to the Company and management
team as our Company progresses through its development stage. Mr. Leong received a Master Degree in Accounting and Finance from
the University of Auckland.
Mr.
Leong devotes approximately 15% of his time to us.
Michael
Chan - Mr. Chan has been a Board member since April 6, 2018. Mr. Chan has served at The Bank of New York Mellon Corporation
as Managing Director, Head of Asia Pacific for Asset Servicing since 2013. He is responsible for managing the banks largest
business line in the region. Mr. Chan joined the bank in Singapore in 2007 as regional Chief Operating Officer and progressed
to Head of Sales & Relationship Management in 2010. He chaired the Asset Servicing Business Acceptance Committee and was a
member of the KYC/AML regional committee. Mr. Chan was a member of BNY Mellons Global Corporate Operating Committee, Asia
Pacific Executive Committee and the Corporate Sovereign Institutions Council. He represented the firm on the board of directors
of ASIFMA and BNY Mellons Eagle Investment Systems Asia Singapore entity. Mr. Chan has also served on the OMGEO
APAC Advisory Board and has been a member of various industry and banking associations in Hong Kong and Korea. Mr. Chan is currently
the president of Canadian Alumni Singapore, a not-for-profit society. He also serves on the National University of Singapore Society
(NUSS) finance sub-committee and a member of the Singapore Institute of Directors (SID).
Prior
to BNY Mellon, Mr. Chan was with State Street Bank & Trust Co., Canada beginning 1994. He was relocated to Hong Kong in 2000
for the banks launch of ETF products in Asia Pacific. Until 2007, he held senior positions including head of operations
(Asia), regional deal team for a key European acquisition, general manager for the South Korea bank branch and head of global
relationship management in the region. His career also includes service at Ernst & Young (E&Y), Canada. Mr. Chans
management and finance experience will provide additional financial oversight for the Company and will provide an advisory role
over budgetary and projection analysis with management. Mr. Chan is a member of CPA, CMA, Canada. He holds an EMBA from the Ivey
School of Business, University of Western Ontario and a B. Com from McGill University, Canada.
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Table of Contents
Mr.
Chan devotes approximately 15% of his time to us.
Eng
Ho Ng - Mr. Ng was appointed as a Board member on December 11, 2020. Mr. Ng is currently the non-executive Chairman of ZWEEC
Analytics Pte Ltd. in Singapore and an independent Board director of TNG Fintech Group in Hong Kong. He previously served in top
management positions in several large business corporations in Singapore, including ST Technologies Telemedia Pte Ltd., a subsidiary
of Temasek holdings, as Executive Vice President (Operations), and ST Telemedias Indonesian subsidiary, PT Indosat Tbk,
as the Deputy President Director. Mr. Ng was also Managing Director of Keppel Telecommunications & Transportation Ltd. after
serving in various positions at Keppel T&T and its subsidiaries. Prior to joining Keppel T&T, Mr. Ng was a career officer
in the Singapore Armed Forces. Mr. Ng has served as a Director of Alvarion Ltd. and as an Independent Director of Mencast Holdings
Ltd. Mr. Ng received his Bachelor of Science (Telecomm System Engineering) Degree (Honours) from the Royal Military College of
Science, UK in 1977.
Mr.
Ng devotes approximately 15% of his time to the Company.
Li
Li - Ms. Li Li is the Legal Representative and General Manager of Shanghai JiuGe Information Technology Co., Ltd. Ms. Li Li
graduated from Nanjing Academy of Engineering. In 2004, she founded Shanghai ChuangYe Network Technology Co., Ltd. as the Vice
President. Through close cooperation with local operators, the company launched SMS and MMS services, WAP and mobile JAVA games,
Hunan Satellite TV HTV e-magazine and other wireless Internet services to meet the rapid development of wireless internet
content and extensive application requirements.
In
2007, Ms. Li Li served as Vice President of Hangzhou JiuYue Information Technology Co., Ltd. Through extensive and in-depth cooperation
with operators, the company is committed to the development of SP services such as IVR (Wireless Voice Value-Added Services),
voice mail, electronic data exchange, online data processing and transaction processing.
In
2009, Ms. Li Li served as Vice President of Hangzhou LingXuan Information Technology Co., Ltd. With in-depth understanding of
the mobile Internet business, combined with years of experience in the operation of wireless value-added services, after an in-depth
analysis of the market situation, she proposed the idea of building a wireless value-added interactive services platform and creating
an online and offline O2O service model.
Through
close cooperation with operators, the company provides an integrated operation platform that covers online services such as information,
music, video, and colored ring tones, as well as offline activities such as the Fans Club Meeting in campus, and thus realizes
online services for products. Underneath each other, the industry chain is seamlessly connected.
In
2014, Ms. Li Li served as Vice President of Shanghai JiaPinMi Information Technology Co., Ltd. In 2014, WeChat opened the Wi-Fi
interface, indicating the big leap and undercurrent of commercial Wi-Fi. However, at the time, there was no domestic Wi-Fi platform
that provided blue-collar people with free Internet access, life style and added service to the community. At the beginning of
her term of office, Li Li seized the opportunity and proposed to establish a Hi-WiFi platform through cloud-based
big data marketing with in-depth cooperation with operators, providing blue-collar work force community with free access to the
Internet, living, and services. It also provides enterprises with one-stop enterprise-level services based on information-based
services and multiple specialized platform services, thus making Hi-WiFi the first domestic blue-collar work-force
lifestyle platform to be developed. As a one-stop mobile marketing service provider that provides advertisers with wireless marketing
solutions to achieve accurate marketing goals. Currently, any service of the platform can reach 100 million direct blue-collar
user groups with nearly 300 million download speeds of up to 700 KB per second. Users no longer have to worry about data traffic
usage restrictions.
In
2017, Ms. Li Li served as an Advisor to Shenzhen WuYiKa Technology Co., Ltd. WuYiKa is a comprehensive service platform based
on carrier traffic and dedicated to digital online service distribution and payment. It has now become a fast and efficient provider
of new media marketing solutions for mobile Internet.
Ms
Li Li devotes approximately 100% of her time to Shanghai JiuGe Information Technology Co., Ltd.
Li
Guang Hui - Mr. Li was appointed Vice General Manager of Beijing Technology in April 2019. He is also the Legal Representative
of Beijing Technology where he is responsible for the companys SMS operations. Mr. Li graduated from Jiang Nan University
majoring in business marketing. Upon joining Beijing Technology, Mr. Li led the research and development team to complete and
implement the SMS platform system. He also expanded Beijing Technologys business into multiple industries including airlines,
finance, e-commerce and consumer sectors.
In
2011, Mr. Li served as Marketing Director of YouKu Tudou. With YouKu Tudou, Mr. Li established high level relationships with the
Ministry of Industry and Information Technology and the Communication Administration Bureau and China Telecoms Operators (China
Mobile, China Telecom and China Unicom) to develop and implement projects in the mobile resale (virtual operator) and value-added
businesses for YouKu Tudou.
In
2017, Mr. Li started his own consulting company, Beijing HongYang Consulting, where he provided consulting services in telecommunication
compliance and operation services to several giant internet-based companies such as Didi, JD.com, Alibaba and Suning.
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Mr.
Li devotes approximately 100% of his time to Beijing Technology.
Significant
Employees
Other
than Mr. Shen, FingerMotion does not have any employees. FingerMotions subsidiaries and controlled companies have the following
number of employees:
Name
of Entity
Place
of
Incorporation/Formation
Employees
Finger
Motion Company Limited
Hong
Kong
4
Finger
Motion (CN) Limited
Hong
Kong
0
Finger
Motion Financial Company Limited
Hong
Kong
4
Shanghai
JiuGe Business Management Co., Ltd.
PRC
2
Shanghai
JiuGe Information Technology Co., Ltd.
PRC
47
Beijing
XunLian TianXia Technology Co., Ltd.
PRC
9
Shanghai
TengLian JiuJiu Information Communication Technology Co., Ltd.
PRC
2
Family
Relationships
There
are currently no family relationships between any of the members of the board of directors or the executive officers.
Involvement
in Certain Legal Proceedings
Except
as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of
our directors or executive officers :
1.
A
petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent
or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing, or any corporation or business association of which
he was an executive officer at or within two years before the time of such filing;
2.
Such
person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
3.
Such
person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
a.
Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any
of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;
b.
Engaging
in any type of business practice; or
c.
Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
Federal or State securities laws or Federal commodities laws;
4.
Such
person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or
State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any
activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
5.
Such
person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal
or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed,
suspended, or vacated;
6.
Such
person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to
have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or vacated;
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Table of Contents
7.
Such
person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding,
not subsequently reversed, suspended or vacated, relating to an alleged violation of:
a.
Any
Federal or State securities or commodities law or regulation; or
b.
Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order; or
c.
Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.
Such
person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member.
There
are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors
or officers has a material interest adverse to us.
Section
16(A) Beneficial Ownership Reporting Compliance
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common
stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished
to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations
of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal
year ended February 28, 2021, except as follows:
Name
Position
Held
Late
or Unfiled Report
Martin
J. Shen
Chief
Executive Officer
Late
filed Form 4 as required in Fiscal 2021
Lee
Yew Hon
Chief
Financial Officer
Late
filed Form 3 upon becoming an executive officer
Ng
Eng Ho
Director
Late
filed Form 3 upon becoming a director
Cheong
Chee Ming
Shareholder
Unfiled
Form 4 as required in Fiscal 2021
Director
Independence
We
evaluate the independence of our directors in accordance with the listing standards of the NASDAQ Stock Market, LLC (NASDAQ)
and the regulations promulgated by the SEC. NASDAQs rules require that a majority of the members of a companys board
of directors must qualify as independent, as affirmatively determined by the board of directors. Because our securities
are not listed on NASDAQ or any other national securities exchange, we are not required to have a board of directors comprised
of a majority of independent directors. Nevertheless, after review of all relevant transactions and relationships between each
director, or any of his family members, and us, our senior management and our independent registered public accounting firm, our
board of directors has determined that the following directors, which comprise a majority of the members of our board of directors,
are independent directors within the meaning of the NASDAQ listing standards: Leong Yew Poh, Michael Chan and Ng Eng Ho.
Committees
of the Board of Directors
Our
board of directors has no standing committees. Accordingly, the entire Board acts as the audit committee. The Board has determined
that Mr. Chan, Mr. Leong and Mr. Ng all meet the definition of an audit committee financial expert under the rules
of the SEC. Because our securities are not listed on a national securities exchange, like the NASDAQ or the New York Stock Exchange,
we are not subject to any listing rules that require us to maintain a standing compensation committee or nominating and corporate
governance committee. Accordingly, the Board has determined that the entire board should be responsible for compensation, nomination
and governance matters. We believe that this is appropriate because our board of directors is relatively small, consisting of
only four directors, because our board comprises a majority of independent directors and because it reduces administrative burdens
on the Company and the Board.
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Table of Contents
ITEM
11. EXECUTIVE COMPENSATION
Summary
Compensation Table
Our
named executive officers for the fiscal year ended February 28, 2021 ( Fiscal 2021 ) consist of (i) Martin
J. Shen, our current Chief Executive Officer, (ii) Lee Yew Hon, our current Chief Financial Officer and (iii) Li Li, the Legal
Representative and General Manager of our contractual controlled company, JiuGe Technology. Our named executive officers for the
fiscal year ended February 29, 2020 ( Fiscal 2020 ) consist of (i) Martin J. Shen, our current Chief Executive
Officer and Chief Financial Officer and (ii) Li Li. the Legal Representative and General Manager of our contractual controlled
company, JiuGe Technology. We have no other executive officers. The following Summary Compensation Table sets forth the compensation
earned by or paid to our named executive officers for Fiscal 2021 and Fiscal 2020 are as follows:
Non-equity
incentive plan
compensation ($)
Name
and Principal
Position
Fiscal
Year
Salary
($)
Share-based
awards
($) (3)
Annual
incentive
plans
Long-
term
incentive
plans
Nonqualified
deferred compensation
earnings ($)
All
other
compensation
($)
Total
compensation
($)
Martin
J. Shen (1)
2021
180,000
—
—
—
—
—
CEO
2020
60,000
180,000
Lee
Yew Hon (2)
2021
18,000
—
—
—
—
—
18,000
CFO
2020
—
—
—
—
—
—
—
Li
Li
2021
133,395
—
—
—
—
—
133,395
Legal
Representative and General Manager of JiuGe Technology
2020
121,000
—
—
—
—
—
121,000
Notes:
(1)
Mr.
Shen was appointed as our CEO and CFO on December 1, 2018. Mr Shen resigned as our CFO effective December 10, 2020.
(2)
Mr.
Lee Yew Hon was appointed as our CFO on December 11, 2020.
(3)
Amounts
reflected under the Share based awards column for 2021 and 2020 represent the aggregate grant date fair value
computed in accordance with FASB ASC Topic 718.
During
our most recently completed financial years, we did not pay any other executive compensation to our named executive officers.
Executive
Employment Agreements
As
of February 28, 2021, we did not have any employment agreements with any of our named executive officers.
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Outstanding
Equity Awards Held by Named Executive Officers at Fiscal Year End
As
of February 28, 2021, no named executive officer held any vested or unvested unexercised options to purchase shares of the Companys
common stock, shares of unvested restricted stock or other awards under any Company equity incentive plan.
Pension
Plan Benefits
We
have no pension plans that provide for payments or benefits at, following or in connection with retirement.
Compensation
Policies and Practices and Risk Management
One
of the responsibilities of our Board, in its role in setting executive compensation and overseeing our various compensation programs,
is to ensure that our compensation programs are structured so as to discourage inappropriate risk-taking. We believe that our
existing compensation practices and policies for all employees, including executive officers, mitigate against this risk by, among
other things, providing a meaningful portion of total compensation in the form of equity incentives. These equity incentives have
historically been in the form of stock grants to promote long-term rather than short-term financial performance and to encourage
employees to focus on sustained stock price appreciation. The Board as a whole is responsible for monitoring our existing compensation
practices and policies and investigating applicable enhancements to align our existing practices and policies with avoidance or
elimination of risk and the enhancement of long-term stockholder value.
Director
Compensation
Each
of our directors receives regular cash compensation of $2,000 to $4,000 per month, for serving on the Board. In addition, the
Board has from time to time granted unrestricted stock awards to each director then serving on the Board. The following table
sets forth information for compensation earned in Fiscal 2021 by our non-executive directors who served during Fiscal 2021:
Non-equity
incentive plan
compensation ($)
Name and
Principal Position
Fiscal
Year
Salary
($)
Share-based
awards
($)(1)
Annual
incentive
plans
Long-
term
incentive
plans
Nonqualified
deferred compensation
earnings ($)
All
other
compensation
($)
Total
compensation
($)
Leong Yew Poh
2021
42,000
—
—
—
—
—
42,000
Michael Chan
2021
24,000
—
—
—
—
—
24,000
Hsien Loong Wong
2021
24,000
—
—
—
—
—
24,000
Ng Eng Ho (2)
2021
6,000
—
—
—
—
—
6,000
Notes:
(1) Amounts
reflected under the Share based awards column for 2021 represent the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718.
(2) Ng
Eng Ho was appointed as a director of the Company on December 11, 2020.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May
20, 2021 by (i) each person (including any group) known to us to own more than 5% of any class of our voting securities, (ii)
each of our officers and directors, and (iii) our officers and directors as a group. Unless otherwise indicated, it is our understanding
and belief that the shareholders listed possess sole voting and investment power with respect to the shares shown.
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Table of Contents
Name and Address of Beneficial Owner (1)
Amount and
Nature of
Beneficial
Ownership (1)
Percentage of
Beneficial
Ownership
Directors and Officers:
Martin J. Shen , Chief Executive
Officer and Chief Financial Officer
c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036
700,000
1.8 %
Leong Yew Poh , Director
c/o FingerMotion,
Inc., 1460 Broadway, New York, New York 10036
250,000
*
Michael Chan , Director
c/o FingerMotion,
Inc., 1460 Broadway, New York, New York 10036
250,000
*
Hsien Loong Wong , Director
c/o FingerMotion,
Inc., 1460 Broadway, New York, New York 10036
370,000
*
Lee Yew Hon , Chief Financial Oficer
c/o
FingerMotion, Inc., 1460 Broadway, New York, New York 10036
450,000
1.2 %
Ng Eng Ho , Director
c/o FingerMotion,
Inc., 1460 Broadway, New York, New York 10036
Nil
Nil
Li Li , Legal Representative and General Manager
of JiuGe Technology
c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036
2,200,000
5.7 %
All directors and executive officers as a group
(7 persons)
4,220,000
10.9 %
Major Stockholders:
Ever Sino International Limited (2)
6-11-1 V Square PJ City Centre
Jalan Utara PJ
Selangor 46200
Malaysia
7,200,000
18.6 %
Cheong Chee Ming
Unit A 19/F Times Media Centre
133 Wan Chai Road
Wan Chai
Hong Kong
4,420,000
11.4 %
Notes :
* Less
than one percent.
(1) Under
Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition
of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially
owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of
the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of
common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by
reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in
this table does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares
of common stock actually outstanding as of the date of this Proxy Statement. As of May 20, 2021, there were 38,668,494 shares
of common stock of the Company issued and outstanding.
(2) Mr.
Choe Yang Yeat has sole voting and dispositive power over the shares held by Ever Sino International Limited.
Changes
in Control
We
are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change
of control of our Company.
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Securities
Authorized for Issuance Under Equity Compensation Plans
As
of February 28, 2021, we did not have any securities authorized for issuance under any equity compensation plans.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related
Party Transactions
Except
as described herein, none of the following parties (each a Related Party ) has had any material interest,
direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
●
any
of our directors or officers;
●
any
person proposed as a nominee for election as a director;
●
any
person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding
shares of common stock; or
●
any
member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.
Related
Party Transactions during the year ended February 28, 2021
As
of February 28, 2021, the Company has a liability owing to Ms. Li Li in the amount of $5,659 (2019: $1,351,107). The funds loaned
from Ms. Li Li to the Company were used for working capital purposes and such loan does not bear any interest and there are no
set terms for repayment.
Our
Board reviews any proposed transaction involving Related Parties and considers whether such transactions are fair and reasonable
in the Companys best interests.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Fees
and Services
The
following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current
principal accountants:
2021
2020
Audit fees
$ 60,000
$ 45,000
Audit-related fees
18,000
15,000
Tax fees
Nil
Nil
All other fees
Nil
1,000
Total fees paid or accrued to our principal accountants
$ 78,000
$ 59,800
Audit
Fees
Audit
fees are the aggregate fees billed for professional services rendered by our independent auditors for the audit of our annual
financial statements, the review of the financial statements included in each of our quarterly reports and services provided in
connection with statutory and regulatory filings or engagements.
Audit
Related Fees
Audit
related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements and are not described in the preceding category.
Tax
Fees
Tax
fees are billed by our independent auditors for tax compliance, tax advice and tax planning.
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Table of Contents
All
Other Fees
All
other fees include fees billed by our independent auditors for products or services other than as described in the immediately
preceding three categories.
Pre-Approval
of Services by the Independent Auditor
Our
policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services
may include audit services, audit-related services, tax services and other services. Under our Boards policy, pre-approval
is generally provided for particular services or categories of services, including planned services, project-based services and
routine consultations. In addition, our Board may also pre-approve particular services on a case-by-case basis. We approved all
services that our independent accountants provided to us in the past two fiscal years.
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Table of Contents
ITEM
15 – EXHIBITS
The
following exhibits are filed as part of this Annual Report.
Exhibit
No.
Document
2.1 (4)
Share
Exchange Agreement among FingerMotion, Inc., Finger Motion Company Limited and the Shareholders of Finger Motion Company Limited,
dated July 13, 2017
3.1 (1)
Certificate
of Incorporation
3.2 (2)
Certificate
of Designation, Preferences and Rights of Series A Convertible Preferred Stock dated May 15, 2017
3.3 (3)
Certificate
of Amendment of Certificate of Incorporation dated June 21, 2017
3.4 (1)
Bylaws
10.1 (2)
Software
License Agreement between Finger Motion Company Limited and Property Management Corporation or America dated April 28, 2017
10.2 (5)
Exclusive
Consulting Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd.
dated October 16, 2018
10.3 (5)
Loan
Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd. dated October
16, 2018
10.4 (5)
Power
of Attorney Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co.,
Ltd. dated October 16, 2018
10.5 (5)
Exclusive
Call Option Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co.,
Ltd. dated October 16, 2018
10.6 (5)
Share
Pledge Agreement between Shanghai JiuGe Business Management Co., Ltd. and Shanghai JiuGe Information Technology Co., Ltd.
dated October 16, 2018
10.7 (6)
English
Translation of Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement, dated as of July
7, 2019, between Shanghai JiuGe Information Technology Co., Ltd. and China United Network Communications Limited Yunnan Branch
14.1 (1)
Code
of Business Conduct and Ethics
14.2 (1)
Code
of Ethics for the CEO and Senior Financial Officers
21.1 (*)
Subsidiaries of FingerMotion, Inc.
31.1 (*)
Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 (*)
Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 (*)
Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS (*)
XBRL
Instance Document
101.SCH (*)
XBRL
Taxonomy Extension Schema Document
101.CAL (*)
XBRL
Taxonomy Extension Calculation Linkbase Document
101.DEF (*)
XBRL
Taxonomy Extension Definitions Linkbase Document
101.LAB (*)
XBRL
Taxonomy Extension Label Linkbase Document
101.PRE (*)
XBRL
Taxonomy Extension Presentation Linkbase Document
Notes:
(*)
Filed
herewith.
(1)
Previously
filed as an exhibit to our Registration Statement on Form S-1 filed with the SEC on May 8, 2014 (No. 333-196503)
(2)
Previously
filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 16, 2017
(3)
Previously
filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 12, 2017
(4)
Previously
filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017
(5)
Previously
filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 27, 2018
(6)
Previously
filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 9, 2019
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Table of Contents
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
FINGERMOTION, INC.
Dated: May 28, 2021
By:
/s/
Martin J. Shen
Martin J. Shen, Chief Executive Officer
(Principal Executive Officer)
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Dated:
May 28, 2021
By:
/s/ Martin J. Shen
Martin
J. Shen, Chief Executive Officer
(Principal
Executive Officer)
Dated:
May 28, 2021
By:
/s/ Lee Yew Hon
Lee
Yew Hon, Chief Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
Dated:
May 28, 2021
By:
/s/ Leong Yew Poh
Leong
Yew Poh, Director
Dated:
May 28, 2021
By:
/s/ Hsien Loong Wong
Hsien
Loong Wong, Director
Dated:
May 28, 2021
By:
/s/ Ng Eng Ho
Ng
Eng Ho, Director
- 49 -
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.