What changed in this filing

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Item 9A. Controls and Procedures

2022-05-31 compared with 2021-05-28 · 661 added, 444 removed, 247 unchanged (82% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

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.

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.

on such evaluation of our disclosure controls and procedures as of February 28, 2022, 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.

has continued to monitor the implementation of the remediation plan described below.

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, 2022.

Management has continued

to monitor the implementation of the remediation plan described below.

annual report on internal control over financial reporting

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.

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

generally accepted accounting principles, or GAAP.

The Companys ICFR includes those policies and procedures

(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 Companys ICFR includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Companys

(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.

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.

addition to the material weaknesses identified above, management has begun implementing the following measures:

a Corporate Governance Policy that will further align the Companys governance procedures with the requirements noted in

the Sarbanes-Oxley Act;

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.

Our management assessed the

effectiveness of the Companys internal control over financial reporting as of February 28, 2022 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 as follows:

did not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act, which is applicable to us as a reporting company;

have limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Companys

finance and accounting functions due to limited personnel.

As a result, segregation of all conflicting duties may not always be possible

and may not be economically feasible.

Furthermore, we cannot provide reasonable assurance that receipts and expenditures are being

made only in accordance with management and director authorization.

However, to the extent possible, the initiation of transactions,

the custody of assets and the recording of transactions should be performed by separate individuals.

order to remediate the documented material weaknesses, management has implemented corporate governance policies and charters that will

further align the Companys governance procedures with the requirements noted in the Sarbanes-Oxley Act, including a Codes of Business

Conduct and Ethics, which reflects the overall corporate principles, policies and values that provides overall guidance for our control

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.

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.

the assessment that our ICFR was not effective as of February 28, 2022 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 are undertaking 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.

Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial

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.

in internal control over financial reporting

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.

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal

year ended February 28, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

For further information, see Item 1A.

Risk Factors – Risks Related to Doing Business in China — The

audit report included in this Annual Report is prepared by an auditor who is not inspected by the Public Company Accounting Oversight

Board and as such, our investors are deprived of the benefits of such inspection.

We could be delisted if we are unable to timely meet

the PCAOB inspection requirements established by the Holding Foreign Companies Accountable Act.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 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.

executive officers and directors and their respective ages as of the date of this report are as follows:

2 unchanged sentences

1, 2018 to present);

Founder of Imperial Distributors (formerly AP Martin Pharmaceutical Supplies

Ltd.) (July 1, 2014 to Dec.

and CFO and COO of Wales and Son Industrial (later named Weir Minerals) (July 2004 to

Founder of Imperial Distributors (formerly AP Martin Pharmaceutical Supplies Ltd.)

(July 1, 2014 to Dec.

and CFO and COO of Wales and Son Industrial (later named Weir Minerals) (July 2004 to June 2014).

of FingerMotion, Inc.

3 unchanged sentences

(April 2017 to Nov.

Real Estate and Logistics professional in Singapore (2008

Real Estate and Logistics professional in Singapore (2008 to present);

Director of property at Big Box Singapore Pte.

3 unchanged sentences

Group CEO at Radinace Hospitality Group (Jan.

of Strategic Projects for Keppel T&T (Jan.

of FingerMotion, Inc.

and Director of

Strategic Projects for Keppel T&T (Jan.

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.

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.

Asset Servicing, Asia Pacific at BNY Mellon (2007 to 2016);

Head of Business Development:

Asia, State Street Bank & Trust

(1994 to 2007).

1 unchanged sentence

11, 2020 to present);

Non-Executive Chairman of ZWEEC Analytics

Non-Executive Chairman of ZWEEC Analytics Pte Ltd.

(Feb 2020] to present);

Director of TNG Fintech Group (Jan 2018 to present

of TNG Fintech Group (Jan 2018 to present).

Legal Representative and General Manager of JiuGe Technology

1 unchanged sentence

2018 to present);

Advisor to Shenzhen WuYiKa Technology Co.,

Advisor to Shenzhen WuYiKa Technology Co., Ltd.

Vice President of Shanghai JiaPinMi Information Technology Co., Ltd.

5 unchanged sentences

Tudou (June 2011 to May 2017).

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.

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.

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.

those roles, he acquired wide-ranging expertise in corporate management, financial oversight and operational administration.

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.

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.

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.

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.

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

He was also responsible for the analysis of monthly results and financial statements and reconciliations to Group

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.

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.

Shen also conducted tax conferences and seminars for current and potential

clients to provide overview of tax planning scenarios.

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.

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.

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

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

A US Certified Public Accountant, he holds a BSc from the University of British Columbia.

Shen devotes approximately 100% of his time to the Company.

1 unchanged sentence

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 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.

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.

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.

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.

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

Lee took on the additional role as the COO, Middle East and Russia, establishing new strategic partnerships.

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.

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.

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.

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.

Lee devotes approximately 100% of his time to the Company.

1 unchanged sentence

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.

Wong resigned as the Chief Executive Officer and Chief Financial Officer, but continued to serves as a Board member of the

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.

Wongs previous experience and knowledge of the Company provides good historical information regarding

the Company, which helps management with decisions going forward.

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.

has served as Associate Director of Propnex, Singapores largest listed real estate agency From December 2012 until September 2017,

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.

Wongs previous experience and knowledge of the

Company provides good historical information regarding the Company, which helps management with decisions going forward.

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.

Wong devotes approximately 15% of his time to us.

1 unchanged sentence

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.

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

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.

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.

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.

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.

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.

Leong served as Director

of Strategic Projects for Keppel T&T, a public company that provides transportation, telecommunications and IT services, from 1999

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.

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.

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

Leongs extensive corporate experience allows him to provide valuable guidance to the Company and management

team as our Company progresses through its development stage.

Leong received a Master Degree in Accounting and Finance from

the University of Auckland.

Leong was a consultant with Computer Associates,

a consultant at Price Waterhouse, a management consultant at Reliance Travel and an auditor at Razak & Co.

Leongs extensive

corporate experience allows him to provide valuable guidance to the Company and management team as our Company progresses through its

development stage.

Leong received a Master Degree in Accounting and Finance from the University of Auckland.

Leong devotes approximately 15% of his time to us.

Chan has been a Board member since April 6, 2018.

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.

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.

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.

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.

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).

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.

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.

Michael Chan - Mr.

Chan has been

a Board member since April 6, 2018.

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 largest business line in the region.

Chan joined the bank

in Singapore in 2007 as regional APAC Chief Operating Officer and progressed to APAC Head of Sales & Relationship Management in 2010.

He chaired the Asset Servicing Business Acceptance Committee and a member of the KYC/AML regional committee.

Chan was a member of

BNY Mellon’s 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 Mellon’s Eagle Investment Systems’ Asia Singapore entity.

Chan has also served on the OMGEO Advisory Board and has been a member of various industry and banking associations in Hong Kong and

Chan has served as the president of Canadian Alumni Singapore (CANsg), a not-for-profit society and on the National University

of Singapore Society (NUSS) finance sub-committee.

He is also 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 bank’s launch of ETF products in Asia Pacific.

he held senior positions including head of operation:

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),

Chan’s management and experience will provide additional financial oversight for the Company and an advisory role over

budgetary and projection analysis with management.

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.

He holds an EMBA from the Ivey School of

Business, University of Western Ontario and a B.

Com from McGill University, Canada

1 unchanged sentence

Ng was appointed as a Board member on December 11, 2020.

Ng is currently the non-executive Chairman of ZWEEC

Analytics Pte Ltd.

Ng is currently the non-executive Chairman of ZWEEC Analytics

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.

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.

Ng was also Managing Director of Keppel Telecommunications & Transportation Ltd.

serving in various positions at Keppel T&T and its subsidiaries.

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.

Ng has served as a Director of Alvarion Ltd.

and as an Independent Director of Mencast Holdings

Ng received his Bachelor of Science (Telecomm System Engineering) Degree (Honours) from the Royal Military College of

Science, UK in 1977.

Ng was a career officer in the Singapore Armed Forces.

served as a Director of Alvarion Ltd.

and as an Independent Director of Mencast Holdings Ltd.

Ng received his Bachelor of Science

(Telecomm System Engineering) Degree (Honours) from the Royal Military College of Science, UK in 1977.

Ng devotes approximately 15% of his time to the Company.

Li Li is the Legal Representative and General Manager of Shanghai JiuGe Information Technology Co., Ltd.

graduated from Nanjing Academy of Engineering.

Li Li graduated

from Nanjing Academy of Engineering.

In 2004, she founded Shanghai ChuangYe Network Technology Co., Ltd.

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.

as the Vice President.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

Li Li devotes approximately 100% of her time to Shanghai JiuGe Information Technology Co., Ltd.

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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.

Li graduated from Jiang Nan University

majoring in business marketing.

He is also the Legal Representative of

Beijing Technology where he is responsible for the companys SMS operations.

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.

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.

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.

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

Li started his own consulting company, Beijing HongYang Consulting, where he provided consulting services in telecommunication

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in Certain Legal Proceedings

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 :

in Certain Legal Proceedings

as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of

25 unchanged sentences

Commission has not been subsequently reversed, suspended or vacated;

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:

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:

Federal or State securities or commodities law or regulation;

11 unchanged sentences

with Section 16(a) of the Exchange Act

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:

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,

2022, except as follows:

or Unfiled Report

Executive Officer

Form 4 as required in Fiscal 2022

filed Form 4 as required in Fiscal 2022

Financial Officer

filed Form 3 upon becoming an executive officer

filed Form 3 upon becoming a director

of operating subsidiary

Form 3 upon becoming an officer, unfiled Form 4 as required in Fiscal 2021 and unfiled Form 4 as required in Fiscal 2022

Form 4 as required in Fiscal 2022

1 unchanged sentence

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.

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.

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 all of the members

of our board of directors, are independent directors within the meaning of the NASDAQ listing standards:

Hsien Loong Wong, Leong Yew

Poh, Michael Chan and Ng Eng Ho.

of the Board of Directors

board of directors has no standing committees.

Accordingly, the entire Board acts as the audit committee.

The Board has determined

Leong and Mr.

Ng all meet the definition of an audit committee financial expert under the rules

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.

Board of Directors currently has three committees, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance.

The Audit Committee is governed by a charter approved by our Board of Directors, a copy of which is attached as an exhibit to our Current

Report on Form 8-K filed with the SEC on December 21, 2021.

December 15, 2021, the Board of Directors adopted a new Audit Committee Charter that complies with the requirements of Nasdaq Listing

Rule 5605(c)(1), and has established an Audit Committee, which operates under its Audit Committee Charter.

The Companys Audit Committee

consists of Leong Yew Poh, Michael Chan and Ng Eng Ho.

Each member of the Audit Committee satisfies the independence requirements

of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange

Our Audit Committee financial expert is Michael Chan who qualifies as an audit committee financial expert within the

meaning of the SEC Rule 10A-3 and possesses financial sophistication within the meaning of the Listing Rules of the Nasdaq Stock Market.

The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of the Company.

The Audit Committee is responsible for, among other things:

through discussion with management and the external auditors, that the Companys annual and

quarterly financial statements (individually and collectively, the Financial Statements ),

as applicable, present fairly in all material respects the financial conditions, results

of operations and cash flows of the Company as of and for the periods presented;

and recommending for approval to the Board, the Companys financial statements, accounting

policies that affect the financial statements, annual MD&A and associated press release(s);

significant issues affecting financial reports;

the objectivity and credibility of the Companys financial reports;

● considering

the effectiveness of the Companys internal controls over financial reporting and related

information technology security and control;

with auditors any issues or concerns related to any internal control systems in the process

of the audit;

with management, external auditors and legal counsel any material litigation claims or other

contingencies, including tax assessments, and adequacy of financial provisions, that could

materially affect financial reporting;

the work of the external auditor engaged for the purpose of preparing or issuing an auditors

report or performing such other audit, review or attest services for the Company, including

the resolution of disagreements between management and the external auditor regarding financial

such other actions within the general scope of its responsibilities as the Audit Committee

shall deem appropriate or as directed by the Board of Directors.

and Corporate Governance Committee

December 15, 2021, the Board of Directors adopted a new Nominating and Corporate Governance Committee Charter that complies with the

requirements of Nasdaq Listing Rule 5605(e)(2), and has established a corporate governance committee (the N&CG Committee )

which operates under its Nominating and Corporate Governance Committee Charter.

The N&CG Committee is currently comprised of Leong

Yew Poh, Michael Chan and Ng Eng Ho.

The N&CG Committee is responsible for (i) identifying and recommending to the Board, individuals

qualified to be nominated for election to the Board;

(ii) recommending to the Board, the members and chairperson for each Board committee;

and (iii) periodically reviewing and assessing the Companys corporate governance principles contained in the Nominating and Corporate

Governance Committee Charter and making recommendations for changes thereto to the Board.

The N&CG Committee is governed by a charter

approved by our Board of Directors, a copy of which is attached as an exhibit to our Current Report on Form 8-K filed with the SEC on

December 21, 2021.

N&CG Committee is responsible for, among other things:

the Companys search for individuals qualified to become members of the Board;

and recommending to the Board for nomination candidates for election or re-election as directors;

● establishing

and overseeing appropriate director orientation and continuing education programs;

recommendations to the Board regarding an appropriate organization and structure for the

Board of Directors;

the size, composition, membership qualifications, scope of authority, responsibilities, reporting

obligations and charters of each committee of the Board;

● periodically

reviewing and assessing the adequacy of the Companys corporate governance principles as

contained in the Nominating and Corporate Governance Committee Charter and, should it deem

it appropriate, it may develop and recommend to the Board of Directors for adoption of additional

corporate governance principles;

● periodically

reviewing the Companys Articles in light of existing corporate governance trends, and shall

recommend any proposed changes for adoption by the Board of Directors or submission by the

Board of Directors to the Companys shareholders;

recommendations on the structure and logistics of Board of Directors meetings and may recommend

matters for consideration by the Board of Directors;

● considering,

adopting and overseeing all processes for evaluating the performance of the Board of Directors,

each committee and individual directors;

reviewing and assessing its own performance.

December 15, 2021, the Board of Directors adopted a new Compensation Committee Charter which complies with the requirements of Nasdaq

Listing Rule 5605(d)(1) and the Board of Directors has established a Compensation Committee (the Compensation Committee ).

The Compensation Committee is comprised of Leong Yew Poh, Michael Chan and Ng Eng Ho.

The Compensation Committee is governed by a charter

approved by our Board of Directors, a copy of which is attached as an exhibit to our Current Report on Form 8-K filed with the SEC on

December 21, 2021.

Compensation Committee assists the Board in fulfilling its oversight responsibilities relating to officer and director compensation,

succession planning for senior management, development and retention of senior management and such other duties as directed by the Board.

of the Compensation Committee members satisfies the independence requirements of Rule 5605(a)(2) of the Listing Rules of

The Compensation Committee will be responsible for, among other things:

and approving the Companys compensation guidelines and structure;

and approving on an annual basis the corporate goals and objectives with respect to the CEO

of the Company;

and approving on an annual basis the evaluation process and compensation structure for the

Companys other officers, including salary, bonus, incentive and equity compensation;

the Companys incentive compensation and other equity-based plans and recommending changes

in such plans to the Board as needed.

● periodically

making recommendations to the Board regarding the compensation of non-management directors,

including Board and committee retainers, meeting fees, equity-based compensation and such

other forms of compensation and benefits as the Committee may consider appropriate;

the appointment and removal of executive officers, and reviewing and approving for executive

officers, including the CEO, any employment, severance or change in control agreements.

EXECUTIVE COMPENSATION

Compensation Table

named executive officers for the fiscal year ended February 28, 2021 ( Fiscal 2021 ) consist of (i) Martin

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:

incentive plan

compensation ($)

and Principal

deferred compensation

named executive officers for the fiscal year ended February 28, 2022 ( Fiscal 2022 ) consist of (i) Martin J.

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

28, 2021 ( Fiscal 2021 ) 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 2022 and Fiscal 2021 are as follows:

Representative and General Manager of JiuGe Technology

2 unchanged sentences

Lee Yew Hon was appointed as our CFO on December 11, 2020.

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.

Fiscal 2022, these amounts represent the aggregate grant date fair value of stock options which was estimated using the Black-Scholes

option pricing model.

The following assumptions were used to value the stock options granted on December 28, 2021:

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual

dividend yield:

and Black-Scholes value:

our most recently completed financial years, we did not pay any other executive compensation to our named executive officers.

2 unchanged sentences

Equity Awards Held by Named Executive Officers at Fiscal Year End

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.

following table sets forth information as at February 28, 2022, relating to equity awards that have been granted to the Named Executive

unexercisable

Plan Benefits

1 unchanged sentence

Policies and Practices and Risk Management

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

of the responsibilities of our Compensation Committee and 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.

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:

The Compensation Committee 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.

of our directors receives regular cash compensation of $2,000 per month, for serving on the Board.

following table set forth information relating to the compensation paid to our non-executive directors for Fiscal 2022:

incentive plan

compensation ($)

Principal Position

deferred compensation

Leong Yew Poh

Hsien Loong Wong

Ng Eng Ho (2)

reflected under the Share based awards column for 2021 represent the aggregate grant date fair value computed in

accordance with FASB ASC Topic 718.

Eng Ho was appointed as a director of the Company on December 11, 2020.

amounts represent the aggregate grant date fair value of stock options which was estimated

using the Black-Scholes option pricing model.

The following assumptions were used to value

the stock options granted on December 28, 2021:

exercise price:

expected risk free

interest rate:

expected annual volatility:

expected life in years:

annual dividend yield:

and Black-Scholes value:

at February 28, 2022, our directors held stock options to acquire an aggregate of 298,500 shares of our common stock as follows:

Yew Poh – 78,500 stock options;

Michael Chan – 78,500 stock options;

Hsien Loong Wong – 78,500 stock options;

Eng Ho – 63,000 stock options.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May 20, 2022

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.

Name and Address of Beneficial Owner (1)

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.

and Address of Beneficial Owner (1)

Ownership (1)

Percentage of

Directors and Officers:

Shen , Chief Executive

Officer and Chief Financial Officer

and Officers:

Shen, Chief Executive Officer

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Leong Yew Poh , Director

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Michael Chan , Director

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Hsien Loong Wong , Director

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Lee Yew Hon , Chief Financial Oficer

FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Ng Eng Ho , Director

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Li Li , Legal Representative and General Manager

of JiuGe Technology

Yew Hon, Chief Financial Oficer

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

All directors and executive officers as a group

Major Stockholders:

Ever Sino International Limited (2)

Yew Poh, Director

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Chan, Director

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Loong Wong, Director

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Eng Ho, Director

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Li, Legal Representative and General Manager of JiuGe Technology

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

2,284,000 (8)

directors and executive officers as a group

4,458,900 (9)

Stockholders:

6-11-1 V Square PJ City Centre

1 unchanged sentence

Selangor 46200

Cheong Chee Ming

7,219,200 (10)

Unit A 19/F Times Media Centre

133 Wan Chai Road

190 Depot Road, #18-19

The Interlace Condominium

Singapore 109689

3,502,700 (11)

than one percent.

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.

Choe Yang Yeat has sole voting and dispositive power over the shares held by Ever Sino International Limited.

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.

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

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 25, 2022, there were 42,777,260 shares of common stock of the Company issued and

figure represents (i) 705,000 shares of common stock, and (ii) stock options to purchase 46,000 shares of our common stock, which