What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-05-29 compared with 2023-05-30 · 956 added, 799 removed, 101 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

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 SEC’s 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, 2023, 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, 2023.

Management has continued

to monitor the implementation of the remediation plan described below.

annual report on internal control over financial reporting

Company’s 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

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term

is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report.

Our disclosure

controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under

the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate

to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment

in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation of our disclosure controls

and procedures as of February 29, 2024, 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 effective as of February 29, 2024.

Management has continued to monitor the implementation of the remediation plan

described below.

Management’s annual report on internal

control over financial reporting

Management of FingerMotion, Inc.

is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

The Company’s 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

generally accepted accounting principles, or GAAP.

The Company’s 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 Company’s

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of

the Company’s management and directors;

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

Company’s assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations

of the Company’s management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the Company’s 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 Company’s internal control over financial reporting as of February 28, 2023 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 Company’s

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 Company’s 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, 2023 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 management’s 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 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.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act.

For as long as we continue

to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other

public companies that are not smaller reporting companies.

Our management, including our principal financial

officer, assessed the effectiveness of the Company’s internal control over financial reporting as of February 29, 2024 in accordance

with the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (the “ COSO Framework ”).

Based on this assessment,

Management concluded that certain aspects of the Company's internal control over financial reporting as of February 29, 2024, were not

A material weakness,

as defined in standards established pursuant to the Sarbanes-Oxley Act, is a deficiency or combination of deficiencies in internal controls

over financial reporting such that there is a reasonable possibility that a material misstatement or our annual or interim consolidated

financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of

our internal control over financial reporting was due to the following material weakness, which also existed as of February 28,2023:

limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s 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.

Plan to Remediate the Material Weaknesses:

Management has taken

significant steps towards remediation of these material weaknesses in 2023 and has been implementing and continues to implement measures

designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed,

implemented, validated, and operating effectively.

The remediation actions include:

· Management has documented a complete set of controls

incorporating segregation of duties, separate individuals performing and reviewing controls, and proper authorization and segregation

of duties around payments and expenditures in 2023.

Management has implemented most of these controls in 2023 and will complete implementation

· Management has implemented corporate governance

policies and charters that will further align the Company’s 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 procedures.

Management will consider

this deficiency fully remediated after the controls are tested and are deemed to be operating effectively for an appropriate number of

contiguous consecutive periods.

Remediation Of Material

Weaknesses in Internal Control over Financial Reporting

The Company had previously

reported that, as of February 28, 2023, it had identified the following material weakness in its internal control over financial reporting:

· We 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 subject to the Exchange Act of 1934.

During the year ended

February 29, 2024, the Company has taken corrective action and/or placed in operation, steps to address the material weakness described

Over the course of the year, and concluding in the fourth quarter, management finalized a complete set of risk-based process and

control narratives and presented these to the Audit Committee and Board of Directors.

These narratives were reviewed by senior management,

and will be subject to continued oversight by the Audit Committee of our Board of Directors going forward.

Based on the corrective

actions described above, it is Management’s conclusion the material weakness noted above that existed as of February 28, 2023 has

been remediated.

Notwithstanding the assessment that our ICFR was

not effective as of February 29, 2024 and that there is a 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.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding our internal control over financial reporting.

The attestation report by our

registered public accounting firm was not required pursuant to rules of the SEC that permit us to provide only our management’s

report on internal control over financial reporting.

Changes in internal control over financial

Except for the remediation procedures being implemented

by the Company as described above, there have been no other changes in our internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter of our fiscal year ended February 29, 2024,

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 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

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:

Occupation and Positions Held During the Last Five Years

of FingerMotion, Inc.

fourth quarter ended February 29, 2024, none of our directors or executive officers adopted , modified or terminated any contract, instruction

or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

The independent registered public accounting firm

for the Company for this Annual Report on Form 10-K and in respect of the audit report for the financial statements included in this Form

10-K has been identified by the Public Company Accounting Oversight Board (“PCAOB”)

as being a PCAOB registered public accounting located in a foreign jurisdiction and that the PCAOB has determined that it is unable to

inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction.

This identification was made

in the PCAOB’s “Board Determinations under the Holding Foreign Companies Accountable Act (“HFCAA”) (15 U.S.C.

§§7214(i), 7214a) (“PCAOB Report”).

fiscal year 2022, on June 30, 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following

the filing of our Annual Report on Form10-K for the fiscal year ended February 28, 2022.

In the case of Company’s independent registered

public accounting firm, Centurion ZD CPA & Co., it is based in Hong Kong SAR and listed in the PCAOB Report as being a Hong Kong SAR

based, PCAOB-registered public audit firm.

The PCAOB was not able to inspect or investigate completely in 2021 according to the PCAOB’s

December 16, 2021 determinations, pertaining to the audit report which was issued from our auditor for the fiscal year ended February

On December 15, 2022, the PCAOB announced it was able to secure complete access to inspect and investigate public audit

firms in China and Hong Kong SAR for the first time.

Thus, the PCAOB board issued a HFCAA determination report that vacated its December 16,

2021 determinations and removed China and Hong Kong from the list of jurisdictions where it had been unable to completely inspect or investigate

the registered public accounting firms.

As originally enacted, the HFCAA required the SEC to initially prohibit trading in the securities

of an issuer that is a Commission-identified issuer for three consecutive years.

On December 29, 2022, the President signed into law the

Consolidated Appropriations Act 2023, which, among other things, amends the HFCAA to reduce this timeframe from three consecutive years

to two consecutive years.

On December 18, 2022, the SEC announced that due to the December 15, 2022 action by the PCAOB, and until

such time as the PCAOB issues any new determination, there are no SEC-reporting companies at risk of having their securities subject to

a trading prohibition under the HFCAA.

As such, as of the date of this filing of this Annual Report on Form 10-K, the Company is not a

Commission Identified Issuer under the HFCAA and is not subject to having its Common Stock delisted under HFCAA.

As of the date of this

Annual Report on Form 10-K, we have no awareness or belief that any governmental entity in the foreign jurisdiction of incorporation or

organization owns shares of our capital stock.

Similarly, no official from the Chinese government or Hong Kong SAR serves as a board member

or officer within our Company or its operating subsidiaries.

Our certificate of incorporation, as amended, does not contain any provisions

known to include charter or charter provisions of the Chinese Communist Party.

Based on the absence of a Schedule 13D or 13G filing by

any such governmental entity, the lack of material contracts with foreign governmental parties, and the absence of foreign government

representation on our Board, we have determined that no governmental entity in mainland China or Hong Kong has the power to direct or

control our management, policies or possess a controlling financial interest.

For information

supporting our assertion that governmental entities in China do not have a controlling financial interest in our Company, please see the

Supplemental Submission pursuant to Item 9C(a) of Form 10-K furnished as Exhibit 99.1 to this Annual Report on Form 10-K.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

All FingerMotion directors hold office until the

next annual general meeting of the shareholders unless his office is earlier vacated in accordance with our Articles or he becomes disqualified

to act as a director.

FingerMotion officers are appointed by our board of directors and hold office until their earlier death, retirement,

resignation or removal.

FingerMotion executive officers and directors

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

Name and Position

Principal Occupation and Positions Held During the Last Five Years

President, CEO & Director

CEO of FingerMotion, Inc.

1, 2018 to present);

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

(July 1, 2014 to Dec.

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.

CFO, Secretary & Treasurer

CFO of FingerMotion, Inc.

11, 2020 to present);

CFO of Cubinet Interactive Group of Companies (2006 to November 2020).

CEO and CFO of FingerMotion, Inc.

Hsien Loong Wong

Former CEO and CFO of FingerMotion, Inc.

(April 2017 to Nov.

2 unchanged sentences

2012 to Sept.

of FingerMotion, Inc.

Yew Poh Leong

Director of FingerMotion, Inc.

1, 2018 to present);

Group CEO at Radinace Hospitality Group (Jan.

and Director 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

Managing Director of Asia Pacific, Asset Servicing at Bank of New York Mellon (2007 to 2016);

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

(1994 to 2007).

of FingerMotion, Inc.

Director of FingerMotion, Inc.

11, 2020 to present);

1 unchanged sentence

(Feb 2020 to present);

of TNG Fintech Group (Jan 2018 to present).

Director of TNG Fintech Group (Jan 2018 to present).

Legal Representative and General Manager of JiuGe Technology

Representative and General Manager of JiuGe Technology (Jan.

Legal Representative and General Manager of JiuGe Technology (Jan.

2018 to present);

2 unchanged sentences

(July 2015 to Dec.

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 person’s 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.

In those roles, he

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

The following is a brief account of the education

and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s

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.

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.

Shen founded Imperial Distributors (formerly AP Martin

Pharmaceutical Supplies Ltd.) in 2014, establishing the company as the preferred choice for providing distributional support to regional

pharmacies throughout Western Canada.

His leadership duties as founder and senior vice-president included overseeing all aspects of operations,

including managing legal and regulatory compliance issues.

They covered ensuring compliance with Health Canada requirements as well as

all relevant federal, provincial and municipal legislation.

He also led the finance department, building a sound foundation for the accounting

function and leveraging his extensive experience in public accounting to guide the acquisition of two companies in Alberta.

Prior to Imperial, Mr.

Shen served as Chief Operating

Officer and Chief Financial Officer at Wales and Son Industrial (later re-named Weir Minerals) from 2004 to 2014.

The firm specializes

in the global delivery of, and support for, mining slurry equipment solutions including pumps, hydrocyclones, rubber and wear resistant

Sectors served include mining and mineral processing, energy and general industry.

As COO and CFO of Wales and Son Industrial, Mr.

As COO and CFO of Wales and Son Industrial,

Shen directed all financial and internal operational activities.

This included financial

statement preparation and tax filings, banking arrangements, executive compensation and share purchase agreements.

He was also responsible

for the analysis of monthly results and financial statements and reconciliations to Group head office.

Shen began his career at PricewaterhouseCoopers in the tax department in Singapore and the audit and advisory group in Hong Kong.

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

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.

Hon Lee - Mr.

Lee was appointed as the CFO of the Company on December 11, 2020.

He was the CFO of Cubinet Interactive Group of Companies

(“ Cubinet ”) from 2006 to November 2020.

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.

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 Columbia.

Shen devotes approximately 100% of his time

to the Company.

Yew Hon Lee - Mr.

Lee was appointed as

the CFO of the Company on December 11, 2020.

He was the CFO of Cubinet Interactive Group of Companies (“ 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 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.

Loong Wong - Mr.

Wong was appointed a Board member, Chief Executive Officer and Chief Financial Officer on April 14, 2017.

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.

has served as Associate Director of Propnex, Singapore’s 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.

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.

Lee had a short tenure in Nadicorp Holdings (“ Nadicorp ”) as the internal auditor setting up the departments from

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.

Hsien Loong Wong - Mr.

Wong was appointed

a Board member, Chief Executive Officer, and Chief Financial Officer on April 14, 2017.

On December 1, 2018, Mr.

Wong resigned as the

Chief Executive Officer and Chief Financial Officer but continued to serve as a Board member of the Company.

He started his career in

investor relations in technology, biotechnology, mining, and oil and gas.

As of January 2023, Mr.

Wong leads a team as Senior Associate

Division Director at Propnex, Singapore’s largest listed real estate agency.

From December 2012 until September 2017, Mr.

served as Senior Manager of Business Development and was 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.

Wong’s 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 the Company.

Poh Leong - Mr.

Leong has been a Board member since December 1, 2018.

He has more than 30 years of management experience in growing

companies in the technology and hospitality sectors.

In 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 of Food Bank

Singapore, a registered charity, where he has served since January 2015.

Wong’s 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

Wong devotes approximately 15% of his time

to the Company.

Yew Poh Leong - Mr.

Leong has been a Board

member since December 1, 2018.

He has more than 30 years of management experience in growing companies in the technology and hospitality

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

(“ 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.

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.

(“ 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.

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 (“ 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 (“ 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.

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.

He was recently appointed to the board of BOPHUP, a Singapore-based business accelerator platform which aims

to create an efficient marketplace for communities at the base of the pyramid by supporting entrepreneurship, connecting partners and

sharing resources for social entrepreneurs and business ventures to access BOP markets.

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, Mr.

Leong served as Director of Strategic Projects

for Keppel T&T, a public company that provides transportation, telecommunications and IT services, from 1999 to 2002.

There, he was

responsible for its e-businesses, which included establishing credit bureaus in Thailand and Malaysia, establishing and operating data

centers in Singapore, Malaysia, Thailand and the Philippines, operating call centers in Singapore and Malaysia, and providing application

solutions for local governments, IT infrastructure, and transportation and education organizations.

Prior to his service at Keppel T&T, Mr.

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.

The firm provided business solutions and managed

services for 350 customers in the region.

Prior to serving at Dun and Bradstreet, Mr.

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.

Leong was a consultant with Computer Associates,

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

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 of Auckland.

Leong devotes approximately 15% of his time

to the Company.

Michael Chan - Mr.

Chan has been a Board

member since April 6, 2018.

Chan’s career includes The Bank of New York Mellon Corporation as Managing Director, Head of Asia

Pacific for Asset Servicing since 2013.

He was responsible for 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.

Chan was a member of BNY Mellon’s Corporate Operating Committee, Asia Pacific Executive Committee and the Corporate Sovereign Institutions

He represented the firm on the board of directors of ASIFMA and BNY Mellon’s Eagle Investment Systems’ Asia Singapore

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 served as the president of Canadian Alumni Network, Singapore 2017 -2022 (CANsg), a not-for-profit society.

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

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

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.

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 Telemedia’s Indonesian subsidiary, PT Indosat Tbk, as the Deputy President Director.

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

after serving in various positions at Keppel

T&T and its subsidiaries.

Prior to joining Keppel T&T, Mr.

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.

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 the Company.

Eng Ho Ng - Mr.

Ng was appointed as a Board

member on December 11, 2020.

Ng is currently the non-executive Chairman of ZWEEC Analytics Pte Ltd.

in Singapore and an independent

Board director of TNG Fintech Group in Hong Kong.

He previously served in top management positions in several large business corporations

in Singapore, including ST Technologies Telemedia Pte Ltd., a subsidiary of Temasek holdings, as Executive Vice President (Operations),

and ST Telemedia’s Indonesian subsidiary, PT Indosat Tbk, as the Deputy President Director.

Ng was also Managing Director of

Keppel Telecommunications & Transportation Ltd.

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

joining Keppel T&T, Mr.

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.

Li Li graduated

from Nanjing Academy of Engineering.

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

Ng has served as a Director of Alvarion Ltd.

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

Li Li is the Legal Representative

and General Manager of Shanghai JiuGe Information Technology Co., Ltd.

Li Li graduated from Nanjing Academy of Engineering.

she founded Shanghai ChuangYe Network Technology Co., Ltd.

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.

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.

close cooperation with operators, the company provides an integrated operation platform that covers online services such as information,

music, video, and colored ring tones, as well as offline activities such as the Fans Club Meeting in campus, and thus realizes online

services for products.

Underneath each other, the industry chain is seamlessly connected.

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.

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.

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

Shen, FingerMotion does not have any employees.

FingerMotion’s subsidiaries and controlled companies have the following

number of employees:

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.

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.

Li Li served as Vice President of

Hangzhou LingXuan Information Technology Co., Ltd.

With in-depth understanding of the mobile Internet business, combined with years of

experience in the operation of wireless value-added services, after an in-depth analysis of the market situation, she proposed the idea

of building a wireless value-added interactive services platform and creating an online and offline O2O service model.

Through close cooperation with operators, the

company provides an integrated operation platform that covers online services such as information, music, video, and colored ring tones,

as well as offline activities such as the Fans Club Meeting in campus, and thus realizes online services for products.

Underneath each

other, the industry chain is seamlessly connected.

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.

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.

Li Li devotes approximately 100% of her time

to JiuGe Technology.

Significant Employees

Other than Mr.

Shen, FingerMotion does not have

any employees.

FingerMotion’s subsidiaries and controlled companies have the following number of employees:

Name of Entity

Incorporation/Formation

Motion Company Limited

Motion (CN) Limited

Motion Financial Company Limited

JiuGe Business Management Co., Ltd.

JiuGe Information Technology Co., Ltd.

XunLian TianXia Technology Co., Ltd.

TengLian JiuJiu Information Communication Technology Co., Ltd.

Relationships

are currently no family relationships between any of the members of the board of directors or the 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;

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:

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;

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,

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

subsequently reversed, suspended or vacated, relating to an alleged violation of:

Federal or State securities or commodities law or regulation;

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;

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.

are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors

or officers has a material interest adverse to us.

16(a) Beneficial Ownership Reporting Compliance

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,

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

and the regulations promulgated by the SEC.

NASDAQ’s rules require that a majority of the members of a company’s 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, Yew Poh Leong,

Michael Chan and Eng Ho Ng.

of the Board of Directors

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 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.

Finger Motion Company Limited

Finger Motion (CN) Limited

Finger Motion Financial Company Limited

Shanghai JiuGe Business Management Co., Ltd.

Shanghai JiuGe Information Technology Co., Ltd.

Beijing XunLian TianXia Technology Co., Ltd.

Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

Family Relationships

There are currently no family relationships between

any of the members of the board of directors or the executive officers.

Involvement in Certain Legal Proceedings

Except as disclosed in this Annual Report, during

the past ten years none of the following events have occurred with respect to any of our directors or executive officers :

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

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

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are currently no legal proceedings to which

any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse

Section 16(a) Beneficial Ownership Reporting

Compliance with Section 16(a) of the Exchange

Section 16(a) of the Exchange Act requires our

directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes

in ownership with the SEC.

Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the

Exchange Act.

Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons

have complied with all applicable filing requirements during the fiscal year ended February 29, 2024, except as follows:

Position Held

Late or Unfiled Report

Yew Poh Leong

Two late filed Form 4s as required in Fiscal 2024

Director Independence

We evaluate the independence of our directors

in accordance with the listing standards of the NASDAQ Stock Market, LLC (“ NASDAQ ”) and the regulations promulgated

NASDAQ’s rules require that a majority of the members of a company’s 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, Yew Poh Leong, Michael Chan and Eng Ho Ng.

Committees of the Board of Directors

Our Board of Directors currently has four committees,

the Audit Committee, the Compensation Committee,the Nominating and Corporate Governance Committee and the Risk and Information Security

Audit Committee

On 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 Company’s Audit Committee consists of Yew Poh Leong, Michael Chan (chair)

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 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.

The Audit Committee is responsible for, among other things:

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;

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

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 Yew

Poh Leong, Michael Chan and Eng Ho Ng.

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

qualified to be nominated for election to the Board;

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;

reviewing 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);

reviewing significant issues affecting financial reports;

monitoring the objectivity and credibility of the Company’s financial reports;

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

reviewing with auditors any issues or concerns related to any internal control systems in the process of the audit;

reviewing 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;

overseeing 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;

taking 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.

Nominating and Corporate Governance Committee

On 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 Yew Poh Leong (chair) and Eng Ho Ng.

Committee is responsible for (i) identifying and recommending to the Board, individuals qualified to be nominated for election to the

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

and (iii) periodically reviewing and assessing the Company’s 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 Company’s 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;

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;

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.

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 Yew Poh Leong, Michael Chan and Eng Ho Ng.

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 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 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.

and (iii) periodically reviewing and assessing

the Company’s 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.

The N&CG Committee is responsible for, among

other things:

leading the Company’s search for individuals qualified to become members of the Board;

evaluating 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;

making recommendations to the Board regarding an appropriate organization and structure for the Board of Directors;

evaluating 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 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;

periodically 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;

making 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;

annually reviewing and assessing its own performance.

Compensation Committee

On 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

Yew Poh Leong (chair) and Michael Chan.

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.

The 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.

Each of the Compensation Committee members satisfies

the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq.

The Compensation Committee will be responsible

for, among other things:

reviewing and approving the Company’s compensation guidelines and structure;

reviewing and approving on an annual basis the corporate goals and objectives with respect to the CEO of the Company;

reviewing 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;

reviewing the Company’s 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;

overseeing 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.

Risk and Information Security Committee

On May 22, 2024, the Board of Directors adopted

a new Risk and Information Security Committee Charter and the Board of Directors has established a Risk and Information Security Committee

(the “ RIS Committee ”).

The RIS Committee is comprised of Yew Poh Leong (Chair) and Eng Ho Ng.

The RIS Committee is

governed by a charter approved by our Board of Directors, a copy of which is attached to this Annual Report on Form 10-K as Exhibit 99.2.

The RIS Committee assists the Board of Directors

of the Company by overseeing and reviewing (i) internal controls to protect information and prioprietary assets, and (ii) risk governance,

including the enterprise risk management framework, risk policies and risk tolerances.

The RIS Committees’ specific duties include:

information security and cyber threat policies with the IT Manager and management;

· Assessing frameworks to prevent, detect, and respond to cyber attacks, and

identifying vulnerabilities;

· Evaluating policies and frameworks for access controls, incident response,

business continuity, disaster recovery, and IT asset protection;

· Reviewing employee education programs on information security issues;

· Receiving reports on assessments from the IT Manager and other departments;

· Approving the risk governance structure, enterprise risk management framework,

key risk policies, and critical risk tolerances;

· Discussing major risk exposures with management and the CFO;

· Approving the internal audit work plan;

· Receiving reports on risk management reviews and assessments from relevant

· Reporting regularly to the Board of Directors and reviewing significant issues;

· Making recommendations to the Board as necessary;

· Annually reviewing and updating the RIS Committee’s Charter.

Insider Trading and Hedging Transactions

On December 15, 2021, the Board of Directors adopted

a Securities Trading and Reporting Guidelines, which governs the purchase, sale, and/or other dispositions of securities by directors,

officers and employees of the Company and its subsidiary companies that are designed to promote compliance with insider trading laws,

rules and regulations as part of the Company’s commitment to ethical and lawful business conduct.

A copy of the Securities Trading

and Reporting Guidelines is attached as Exhibit 19.1 to this Annual Report on Form 10-K.

In addition, on December 15, 2021, the Board

of Directors adopted an Anti-Hedging and Pledging Policy, which provides that, unless otherwise

previously approved by our Nominating and Corporate Governance Committee, no director, officer or employee of the Company or its subsidiaries

or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities

laws) with the Company, may, at any time:

(i) purchase financial instruments, including prepaid variable forward contracts, instruments

for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on

fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably be expected to have the

effect of hedging or offsetting a decrease in the market value of any securities of the Company;

or (ii) purchase Company securities

on a margin or otherwise pledge Company securities as collateral for a loan.

Any violation of our Anti-Hedging and Pledging Policy will

be regarded as a serious offence.

Our Anti-Hedging and Pledging Policy is available on the Company’s website at www.fingermotion.com .

EXECUTIVE COMPENSATION

Compensation Table

named executive officers for the fiscal year ended February 28, 2023 (“ Fiscal 2023 ”) consist of (i) Martin J.

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.

Our named executive officers for the fiscal year ended February

28, 2022 (“ Fiscal 2022 ”) consist of (i) Martin J.

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.

Summary Compensation Table

Our named executive officers for the fiscal

year ended February 29, 2024 (“ Fiscal 2024 ”) and the fiscal year ended February 28, 2023 (“ Fiscal

2023 ”) consist of (i) Martin J.

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

Chief Financial Officer, Secretary and Treasurer 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

The following Summary Compensation Table sets forth the

compensation earned by or paid to our named executive officers for Fiscal 2024 and Fiscal 2023 are as follows:

President and CEO

Yew Hon Lee (2)

CFO, Secretary and Treasurer

Legal Representative and General Manager of JiuGe

Shen was appointed as our CEO and CFO on December 1, 2018.

1 unchanged sentence

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

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:

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.

Employment Agreements

of February 28, 2023, we did not have any employment agreements with any of our named executive officers.

Equity Awards Held by Named Executive Officers at Fiscal Year End

following table sets forth information as at February 28, 2023, relating to equity awards that have been granted to the Named Executive

As our company progresses through its current

phase of development with a focus on achieving profitability, our executive compensation strategy has been intentionally straightforward,

centered primarily around fixed base salaries.

To that extent, during our fiscal year ended February 29, 2024, we did not provide any

executive compensation to our named executive officers other than a base salary (column “ (c)” in the table above).

Executive Employment Agreements

As of February 29, 2024, we did not have any employment

agreements with any of our named executive officers.

Outstanding Equity Awards Held by Named Executive

Officers at Fiscal Year End

The following table sets forth information as

at February 29, 2024, relating to equity awards that have been granted to the Named Executive Officers.

These equity awards are structured

to vest over time, ensuring that our executive team remains motivated to drive the Company’s success over the long haul.

equity awards are primarily focused on retention and long-term alignment rather than immediate performance milestones, we are actively

developing additional performance-based incentives which are expected to be speficially designed to directly tie compensation to the achievement

of strategic objectives and operational targets, thereby enhancing accountability and driving Company performance.

We believe that introducing

such performance-linked components will further refine our compensation strategy to support our business goals.

We continue to review

and adjust our equity compensation plans to ensure they effectively motivate our executives and align with our evolving business strategy

and shareholder interest:

Option awards

unexercisable

Plan Benefits

have no pension plans that provide for payments or benefits at, following or in connection with retirement.

Policies and Practices and Risk Management

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 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 2023:

All stock option awards were granted to our name

executive officers during December 2021 and vest as follows – 1) 20% immediately and 2) 20 % at each grant date anniversary for

the subsequent four years.

Retirement Benefits

The Company does not have any defined benefit

or defined contribution plans that provide for payments or benefits at, following or in connection with retirement.

Separation Benefits

The Company does not have any agreements that

provide for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or other termination

of a name executive officer, or a change in control of the smaller reporting company or a change in the named executive officer’s

responsibilities following a change in control, with respect to each named executive officer.

Compensation Policies and Practices and Risk

One 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 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.

Director Compensation

Each of our directors receives regular cash compensation

of $2,000 per month, for serving on the Board.

The following table set forth information relating

to the compensation paid to our non-executive directors for Fiscal 2024:

incentive plan

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:

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:

Poh Leong – 78,500 stock options;

Michael Chan – 78,500 stock options;

Leong Yew Poh

Hsien Loong Wong

As at February 29, 2024, our directors held stock

options to acquire an aggregate of 298,500 shares of our common stock as follows:

Yew Poh Leong – 78,500 stock options;

Chan – 78,500 stock options;

Hsien Loong Wong – 78,500 stock options;

Eng Ho Ng – 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 22, 2023

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)

and Eng Ho Ng – 63,000 stock options.

Clawback Policy

On November 17, 2023,

the Board of Directors of the Company adopted the FingerMotion, Inc.

Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation

(the “Clawback Policy”), with an effective date of November 17, 2023, in order to comply with Section 10D of the United States

Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 of the Exchange Act (“Rule 10D-1”),

and the listing rules adopted by The Nasdaq Stock Market, LLC (collectively, the “Final Clawback Rules”).

The Board has designated

the Compensation Committee of the Board as the administrator of the Clawback Policy.

The Clawback Policy provides

for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in

Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement,

in accordance with the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged

in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, the Company

may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed

fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

We have filed our Clawback

Policy as Exhibit 97.1 to this Annual Report on Form 10-K.

Timing of Stock Awards

and Disclosure of Material Nonpublic Information

The Company does not

follow a predetermined scheduled for granting stock options.

Typically, the Board of Directors and the Compensation Committee consider

granting stock options after the filing of the Company’s Annual Report on Form 10-K and announcement of the financial results for

that fiscal year end.

The granting of stock options or other awards under the Company’s 2023 Stock Incentive Plan is contingent

on the Company’s performance.

The Board of Directors

and the Compensation Committee review and approve these awards.

They ensure that material nonpublic information (MNPI) is taken into account

when determining the timing and terms of the awards and, if MNPI is present, the award will be deferred until such information has been

publicly disclosed.

The Company does not

time the disclosure of MNPI to influence the value of executive compensation.

All maerial information is disclosed promptly in accordance

with SEC rules and regulations and the Company’s internal policies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

concerning the number of shares of our common stock owned beneficially as of May 22, 2024 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

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)

Ownership (1)

and Officers:

Percentage of

Directors and Officers:

Shen, Chief Executive Officer