What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-05-30 compared with 2022-05-31 · 307 added, 315 removed, 593 unchanged (51% of the section changed)

69 unchanged sentences

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 our fiscal

year ended February 28, 2022, 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 the fourth

fiscal quarter of our fiscal year ended February 28, 2023, 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.

As of May 22, 2023, the Company has determined that is is not owned or controlled by a governmental entity in mainland China based on the fact that, as of such date, no such governmental entity had filed a Schedule 13D or 13G with respect to the Company’s securities and there is no such foreign government representative on the Company’s board of directors.

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.

audit report included in this Annual Report is prepared by an auditor who is currently being inspected by the PCAOB.

However, if PCAOB

inspection is not able to be completed or completed in a timely manner, we could be delisted if we are unable to meet the PCAOB inspection

requirements established by the HFCAA.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Strategic Projects for Keppel T&T (Jan.

Director of FingerMotion, Inc.

of FingerMotion, Inc.

(April 6, 2018 to present);

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

Head of Business Development:

Asia, State Street Bank & Trust

Managing Director of Asia Pacific, Asset Servicing at Bank of New York Mellon (2007

Head of Business Development, Asia Pacific, State Street Bank & Trust Co.

(1994 to 2007).

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(July 2015 to Dec.

Legal Representative and Vice General Manager of Beijing Technology

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).

following is a brief account of the education and business experience of each director, executive officer and key employee during at

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He was the CFO of Cubinet Interactive Group of Companies

from 2006 to November 2020.

(“ Cubinet ”) 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

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.

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 (“ Nadicorp ”) 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.

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of Singapore.

Wong devotes approximately 15% of his time to us.

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

Poh Leong - Mr.

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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 ”), a position he has held since 2002, Mr.

Leong leads the company’s 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.

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

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 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 (“ Radiance ”) from 2002 through 2016, where he led the expansion

of the company’s hotel management services in Malaysia, Singapore, China, Indonesia, Cambodia and Russia.

Before joining Radiance,

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.

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 (“ Dun

and Bradstreet ”) (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.

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.

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.

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.

a consultant with Computer Associates, a consultant at Price Waterhouse, a management consultant at Reliance Travel and an auditor at

Leong’s 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

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

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 bank’s 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

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 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 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.

Com from McGill University, Canada

Chan devotes approximately 15% of his time to us.

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.

Until 2007, 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

His career also includes service at Ernst & Young (E&Y), Canada.

Chan’s management and experience will provide

additional financial oversight for the Company and an advisory role over budgetary and projection analysis with management.

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

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

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

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marketing solutions for mobile Internet.

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

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.

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 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

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.

Li devotes approximately 100% of his time to Beijing Technology.

Li Li devotes approximately 100% of her time to JiuGe Technology.

Shen, FingerMotion does not have any employees.

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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

our directors or executive officers :

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;

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;

person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

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:

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:

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;

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;

in any type of business practice;

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;

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;

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;

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;

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;

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;

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,

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;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

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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;

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal

or prohibition order;

law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

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.

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.

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

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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

Form 4 as required in Fiscal 2022

filed Form 4 as required in Fiscal 2022

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

evaluate the independence of our directors in accordance with the listing standards of the NASDAQ Stock Market, LLC (“ NASDAQ ”)

6 unchanged sentences

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.

Hsien Loong Wong, Yew Poh Leong,

Michael Chan and Eng Ho Ng.

of the Board of Directors

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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 Company’s Audit

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

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 Act.

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);

through discussion with management and the external auditors, that the Company’s 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 Company’s 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 Company’s 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.

the effectiveness of the Company’s internal controls over financial reporting and related information technology security and

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 auditor’s 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 reporting;

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

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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 currently comprised of Yew

Poh Leong, Michael Chan and Eng Ho Ng.

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

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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;

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;

reviewing and assessing the adequacy of the Company’s 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;

reviewing the Company’s 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 Company’s shareholders;

recommendations on the structure and logistics of Board of Directors’ meetings and may recommend matters for consideration

by the Board of Directors;

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.

1 unchanged sentence

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

The Compensation Committee is governed by a charter

6 unchanged sentences

and approving the Company’s 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.

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 Company’s other officers, including

salary, bonus, incentive and equity compensation;

the Company’s incentive compensation and other equity-based plans and recommending changes in such plans to the Board as needed.

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

1 unchanged sentence

named executive officers for the fiscal year ended February 28, 2023 (“ Fiscal 2023 ”) 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

our current Chief Executive Officer, (ii) Yew Hon Lee, our current Chief Financial Officer and (iii) Li Li, the Legal Representative

and General Manager of our contractual controlled company, JiuGe Technology.

1 unchanged sentence

28, 2022 (“ Fiscal 2022 ”) 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:

Shen, our current Chief Executive Officer, (ii) Yew Hon Lee, our

current Chief Financial Officer and (iii) 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 2023 and Fiscal 2022 are as follows:

Representative and General Manager of JiuGe Technology

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and Black-Scholes value:

Fiscal 2023, 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:

At our annual meeting of stockholders

held on February 17, 2023, the stockholders approved an amendment to the exercise price of the outstanding stock options from $8.00

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

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incentive plan

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:

amounts represent the aggregate grant date fair value of stock options which was estimated using the Black-Scholes option pricing

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

exercise price:

expected risk free

interest rate:

risk free interest rate:

expected annual volatility:

expected life in years:

annual dividend yield:

expected annual dividend yield:

and Black-Scholes value:

amounts represent the aggregate grant date fair value of stock options which was estimated using the Black-Scholes option pricing

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

exercise price:

risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

at February 28, 2023, 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;

Poh Leong – 78,500 stock options;

Michael Chan – 78,500 stock options;

Hsien Loong Wong – 78,500 stock options;

Eng Ho – 63,000 stock options.

Eng Ho Ng – 63,000 stock options.

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

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Shen, Chief Executive Officer

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

Yew Hon, Chief Financial Oficer

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

Yew Poh, Director

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