What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-05-29 compared with 2024-05-29 · 152 added, 207 removed, 850 unchanged (30% of the section changed)

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our internal control over financial reporting was due to the following material weakness, which also existed as of February 29, 2024:

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.

We 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.

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.

has taken significant steps towards remediation of these material weaknesses in 2023, including implementing measures designed address

the control deficiencies.

While progress has been made in designing and implementing these controls, testing and validating their effectiveness

has yet to commence .

The remediation actions include:

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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.

While significant progress has been made in implementing most of these controls, the

process is not yet complete.

Management continues to work on finalizing the implementation and expects to complete it throughout 2025.

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.

Notwithstanding the assessment that our ICFR was

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OTHER INFORMATION

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.

fourth quarter ended February 28, 2025, 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.

On December 16, 2021, the Public Company Accounting

Oversight Board (“ PCAOB ”) published a report of its formal determinations (the “ Determinations ”)

to the effect that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland

China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions.

The PCAOB made these Determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities

under the United States Holding Foreign Companies Accountable Act (“ HFCAA ”).

The report further listed in its Appendix

A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms

Subject to the Hong Kong Determination, respectively.

The audit report included in our Annual Report on Form 10-K for the years ended

February 28, 2023 and 2022 was issued by Centurion ZD CPA & Co.

(“ CZD CPA ”), an audit firm headquartered in Hong

Kong and therefore identified in Appendix B.

It followed that, i n June 2022, we were identified

as a Commission-Identified Issuer on the SEC’s “Conclusive list of issuers identified under the HFCAA”.

On December 15, 2022, the PCAOB, after determining

that it was now able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland

China and Hong Kong, voted to vacate the Determinations.

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.

In addition, o n September 10, 2024, we

appointed CT International LLP, based in San Francisco, CA, to replace Centurion ZD CPA & Co.

as our independent registered public

accounting firm.

As a result, we are no longer required to comply with HFCAA submission or disclosure requirements in our Annual Report

on Form 10-K covering the fiscal year ended February 28, 2025.

DIRECTORS, EXECUTIVE OFFICERS AND

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Director of FingerMotion, Inc.

(April 6, 2018 to present);

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).

Director of FingerMotion, Inc.

11, 2020 to present);

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

Tuck Seng Low

Director of FingerMotion, Inc.

28, 2025 to present);

Legal Representative and General Manager of JiuGe Technology

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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).

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 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.

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Ng devotes approximately 15% of his time to

Tuck Seng Low - Mr.

Low was appointed as

a Board member on February 28, 2025.

Low has served as an adviser to large corporations, financial institutions, Government owned/related

entities, private equity firms, hedge funds and companies in various sectors, mainly with a common thread of operating or having an interest

in Asia and Europe.

In his career, he has worked for and held senior positions including leadership roles in British, Swiss, French, Japanese

and Singaporean companies in local, regional and global capacities, mainly out of London, Zurich and Hong Kong.

Until 2015, Mr.

Chairman of Global Wealth Solutions AG (Zug/Zurich), a Swiss advisory firm.

Prior to assuming this role, he was Managing Director of Frey

Capital AG (Zurich), a Swiss corporate finance company which he co-founded, from 2006 to 2010.From 2002 to 2006, he was a founding partner

of STAC Partners, a UK regulated firm focused on private equity, venture capital, real estate and hedge funds.

He was previously charged

with corporate venturing at a Singapore Government-linked group, Keppel T&T, as Director of Corporate Finance from 1999 to 2001.

was also privately involved in proprietary ventures in business intelligence, B2B exchanges and wireless offerings.

Low commenced

his career in the securities industry in 1987 in the City of London and worked as a research analyst for two stockbroking firms before

moving into investment banking at Paribas Capital Markets.

He joined Daiwa Securities in London in 1992 where he served as Co-Head of

Privatization before transferring to Hong Kong in 1995 as Head of Origination.

Low completed a foundation program in accounting in

1977 at Kingston Polytechnic (known since 1992 as Kingston University London), and also attended various accountancy colleges in London,

England, between 1981 and 1987.

He became a Certified Accountant (Association of Chartered Certified Accountants) in June 1987.

as a Certified Accountant (Association of Chartered Certified Accountants) in June 1987.

He is a Chartered Fellow of the Chartered Institute

for Securities and Investment, UK.

Low devotes approximately 15% of his time

to the Company.

Li Li is the Legal Representative

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Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

Shanghai KeShunXiang Automobile Service Co., Ltd.

Family Relationships

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Late or Unfiled Report

Yew Poh Leong

Two late filed Form 4s as required in Fiscal 2024

Tuck Seng Low

Unfiled Form 3

Director Independence

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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.

has determined that the following directors, are independent directors within the meaning of the NASDAQ listing standards:

Wong, Yew Poh Leong, Eng Ho Ng and Tuck Seng Low.

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

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

Audit Committee

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which operates under its Audit Committee Charter.

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

and Eng Ho Ng.

The Company’s Audit Committee consists of Yew Poh Leong (chair), Eng Ho Ng and

Tuck Seng Low.

Each member of the Audit Committee satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing

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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

expert is Yew Poh Leong 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.

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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;

ensuring, 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);

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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

The N&CG Committee is currently comprised of Yew Poh Leong (chair), Eng Ho Ng, Hsien Loong

Wong and Tuck Seng Low.

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

to be nominated for election to the Board;

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

and (iii) periodically reviewing and assessing

the 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.

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

The N&CG Committee is responsible for, among

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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.

Yew Poh Leong, Eng Ho Ng, Hsien Loong Wong (chair) and Tuck Seng Low.

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,

The Compensation Committee assists the Board in

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(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 is comprised of Yew Poh Leong, Eng Ho Ng, Hsien Loong Wong and Tuck Seng Low

The RIS Committee is governed by a charter approved by our Board of Directors, a copy of which is attached as Exhibit 99.2 to

our Annual Report on Form 10-K filed with the SEC on May 29, 2024.

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,

of the Company by overseeing and reviewing (i) internal controls to protect information and proprietary 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 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;

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

Receiving reports on risk management reviews and assessments from relevant departments;

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

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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

and Reporting Guidelines is attached as Exhibit 19.1 to our Annual Report on Form 10-K filed with SEC on May 29, 2024.

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:

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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.

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 .

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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

Our named executive officers for the fiscal year

ended February 28, 2025 (“ Fiscal 2025 ”) and the fiscal year ended February 29, 2024 (“ Fiscal 2024 ”)

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.

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 2024 and Fiscal 2023 are as follows:

The following Summary Compensation Table sets forth the compensation earned by or paid to our named

executive officers for Fiscal 2025 and Fiscal 2024 are as follows:

President and CEO

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CFO, Secretary and Treasurer

Legal Representative and General Manager of JiuGe

Legal Representative and General Manager of JiuGe Technology

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

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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:

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

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

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

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

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Leong Yew Poh

Michael Chan (1)

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:

(1) Michael Chan resigned as a director of the Company on November 29, 2024, and therefore, was only paid

director compensation for nine months for the fiscal year ended February 28, 2025.

As at February 28, 2025, our directors, excluding

Martin Shen who is a named executive officer, held stock options to acquire an aggregate of 220,000 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;

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We have filed our Clawback

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

Policy as Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on May 29, 2024.

Timing of Stock Awards

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

All maerial information is disclosed promptly in accordance

All material information is disclosed promptly in accordance

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

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c/o 111 Somerset Road, Level 3, Singapore, 238164

Michael Chan, Director

c/o 111 Somerset Road, Level 3, Singapore, 238164

Hsien Loong Wong, Director

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c/o 111 Somerset Road, Level 3, Singapore, 238164

Tuck Seng Low, Director

c/o 111 Somerset Road, Level 3, Singapore, 238164

Li Li, Legal Representative and General Manager of JiuGe Technology

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This figure represents (i) 370,000 shares of common stock, and (ii) stock options to purchase 62,800 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 370,000 shares of common stock, and (ii) stock options to purchase 47,100 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents stock options to purchase 50,400 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

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Annual Report.

Share Exchange Agreement among FingerMotion, Inc., Finger Motion Company Limited and the Shareholders of Finger Motion Company Limited, dated July 13, 2017

Certificate of Incorporation

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Description of Registrant’s Securities

Form of Common Warrant

Form of Placement Agent Warrant

Software License Agreement between Finger Motion Company Limited and Property Management Corporation or America dated April 28, 2017

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2023 Stock Incentive Plan

Convertible Promissory Note in the amount of US$730,000 issued by FingerMotion, Inc.

in favor of Dr.

Liew Yow Ming, dated May 1, 2022

Securities Purchase Agreement between FingerMotion, Inc.

and Lind Global Fund II LP, dated August 9, 2022

Senior Secured Convertible Promissory Note, dated August 9, 2022, issued by FingerMotion, Inc.

to Lind Global Fund II LP (†)

Security Agreement between FingerMotion, Inc.

and Lind Global Fund II LP, dated August 9, 2022

Guaranty, dated August 9, 2022, made by each of Finger Motion Company Limited, Finger Motion (CN) Global Limited, Finger Motion (CN) Limited, Shanghai JiuGe Business Management Co., Ltd., Finger Motion Financial Group Limited and Finger Motion Financial Company Limited, in favor of Lind Global Fund II LP

2023 Stock Incentive Plan

10.9 (11) (†)

Loan Agreement between Finger Motion Company Limited and Dr.

Liew Yow Ming, dated July 18, 2024.

Placement Agency Agreement dated December 20, 2024, between the Company and Roth Capital Partners, LLC

Form of Securities Purchase Agreement dated December 20, 2024, between the Company and the Purchasers thereto

Code of Business Conduct and Ethics

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Subsidiaries of FingerMotion, Inc.

Consent of Centurion ZD CPA & Co.

Consent of CT International LLP

Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

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Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation

Supplemental Submission pursuant to Item 9C(a) of Form 10-K (Form SPDSCL-HFCAA-GOV)

Risk and Information Security Committee Charter

XBRL Instance Document

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Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 12, 2017

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 27, 2018

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Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 21, 2021

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 5, 2022

Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on May 31, 2022

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 15, 2022

Previously filed as an exhibit to our Registration Statement on Form S-1/A filed with the SEC on January 5, 2023 (No.

Previously filed as an exhibit to our Registration Statement on Form S-8 filed with the SEC on February 28, 2023 (No.

Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on May 29, 2024

Previously filed as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on October 15, 2024

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 23, 2024

ITEM 16 – FORM 10-K SUMMARY

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Yew Poh Leong, Director

/s/ Michael Chan

Michael Chan, Director

/s/ Hsien Loong Wong

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Eng Ho Ng, Director

/s/ Tuck Seng Low

Tuck Seng Low, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures