What changed in this filing

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Item 9A. Controls and Procedures

2025-06-27 compared with 2024-06-27 · 19 added, 28 removed, 318 unchanged (13% of the section changed)

27 unchanged sentences

Since May 2018, Mr.

Ho has served as a director of S&T International Distribution Ltd.

and Grande N.A.K.S.

Ltd., which are wholly owned subsidiaries of Nimble Holdings Company Limited, and collectively the Company’s controlling stockholder.

Ho has served as a director of S&T and N.A.K.S., which are wholly owned subsidiaries of Nimble, and collectively the Company’s controlling stockholder.

Ho previously was a director of The Grande Holdings Limited (now known as Nimble Holdings Company Limited), a Hong Kong-based group of companies engaged principally in the licensing of trademarks and distribution of consumer electronics products, from October 1991 to February 2016.

10 unchanged sentences

Since August 2016, Mr.

Binney has served as a director of S&T International Distribution Ltd.

and Grande N.A.K.S.

Ltd., which are wholly owned subsidiaries of Nimble Holdings Company Limited.

Binney has served as a director of S&T and N.A.K.S., which are wholly owned subsidiaries of Nimble.

From November 2016 to December 2017, Mr.

58 unchanged sentences

No material changes have been made to the procedures by which stockholders may recommend nominees to the Board.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of the Company's securities by directors, executive officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

In addition to the general provisions of our Insider Trading Policy, which prohibits all directors, executive officers and employees of the Company from trading in the Company's securities while in possession of material nonpublic information, the policy also prohibits our directors, executive officers and certain other employees of the Company from engaging in transactions in puts, calls or other derivative securities on an exchange or in any other organized market and from engaging in any hedging transactions.

Codes of Ethics

30 unchanged sentences

Li holds a Bachelor of Arts (Honours) Degree in Accountancy from the Hong Kong Polytechnic University.

He is currently an associate member of the Hong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and The Hong Kong Chartered Governance Institute.

He is currently an associate member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and The Hong Kong Chartered Governance Institute.

Michael Binney has served as the Company’s Executive Vice President and Chief Operating Officer since January 2022 and has served as Secretary of the Company since July 2017.

5 unchanged sentences

Summary Compensation Table

The following Summary Compensation Table sets forth information concerning compensation for services rendered in all capacities to the Company and its subsidiaries for Fiscal 2024 and for the fiscal year ended March 31, 2023 which was awarded to, earned by or paid to the Company’s named executive officers at any time during Fiscal 2024.

The following Summary Compensation Table sets forth information concerning compensation for services rendered in all capacities to the Company and its subsidiaries for the fiscal year ended March 31, 2025 and for the fiscal year ended March 31, 2024 which was awarded to, earned by or paid to the Company’s named executive officers at any time during Fiscal 2025.

Principal Position

29 unchanged sentences

The Company does not compensate directors who are employees of the Company for their services as directors.

Outside Directors are each paid an annual director’s fee of $50,000.

The Outside Director serving as the Chairman of the Board receives an additional annual fee of $20,000.

Each Outside Director serving on the Audit Committee receives an additional fee of $15,000 per annum with no additional fee for serving as chairman of the Audit Committee.

From April 1, 2024 through December 31, 2024, Outside Directors were paid based on an annualized director’s fee of $50,000.

Effective January 1, 2025, the fee paid to Outside Directors was increased to $55,000 per year.

From April 1, 2024 through December 31, 2024, each Outside Director serving on the Audit Committee received an additional annualized fee of $15,000 with no additional fee for serving as chairman of the Audit Committee.

Effective January 1, 2025, the fee paid to Outside Directors for serving on the Audit Committee was increased to $20,000 per year.

The Company does not pay any additional fees for attendance at meetings of the Board or the committees.

4 unchanged sentences

Director Compensation for Fiscal 2025

Sethi...........................................................................................

Kin Yuen......................................................................................................

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

11 unchanged sentences

Christopher Ho

Richard Li........................................................

Michael Binney

Sethi...............................................

Kin Yuen..........................................................

All Directors and Executive Officers as a Group (5 persons)

1 unchanged sentence

S&T International Distribution Ltd.

15,243,283 (1)

(1) Based, in part, upon disclosures filed on a Schedule 13D/A on February 15, 2019, by S&T International Distribution Ltd.

(“S&T”) and on a Schedule 13D/A on February 15, 2019, by Wealth Warrior Global Ltd.

(“Wealth Warrior”), these shares are owned directly by S&T, which is a wholly owned subsidiary of Grande N.A.K.S.

(“N.A.K.S.”), which is a wholly owned subsidiary of Nimble.

(1) Based, in part, upon disclosures filed on a Schedule 13D/A on February 15, 2019, by S&T and on a Schedule 13D/A on February 15, 2019, by Wealth Warrior Global Ltd.

(“Wealth Warrior”), these shares are owned directly by S&T, which is a wholly owned subsidiary of N.A.K.S., which is a wholly owned subsidiary of Nimble.

As the owners of approximately 73.9% in the aggregate of Nimble, Wealth Warrior, Merchant Link Holdings Limited (“ML”), and Rise Vision Global Limited (“RV”) share the indirect power to vote and dispose of the shares of the Company’s common stock held for the account of S&T.

38 unchanged sentences

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all permitted non-audit work performed by the Company’s independent registered public accountants, Grassi & Co., CPAs, P.C.

("Grassi") for the fiscal year ended March 31, 2024 and MSPC Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”) for the fiscal year ended March 31, 2023, is approved in advance by the Audit Committee, including the proposed fees for such work, in order to ensure that the provision of such services does not impair the public accountants’ independence.

("Grassi") for the fiscal year ended March 31, 2025 and March 31, 2024, is approved in advance by the Audit Committee, including the proposed fees for such work, in order to ensure that the provision of such services does not impair the public accountants’ independence.

The Audit Committee is informed of each service actually rendered.

1 unchanged sentence

• Audit Fees.

Audit fees billed to the Company by Grassi for the audit of the financial statements included in the Company’s Annual Reports on Form 10-K, and reviews by Grassi and MSPC of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2024 and 2023 totaled approximately $168,000 and $91,000, respectively.

Audit fees billed to the Company by Grassi for the audit of the financial statements included in the Company’s Annual Reports on Form 10-K, and reviews by Grassi of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2025 and 2024 totaled approximately $231,000 and $168,000, respectively.

• Audit-Related Fees .

The Company was not billed for any audit-related fees by Grassi or MSPC for the fiscal years ended March 31, 2024 or 2023, respectively.

The Company was not billed by Grassi or MSPC for tax services for the fiscal years ended March 31, 2024 or 2023, respectively.

The Company was not billed for any audit-related fees by Grassi for the fiscal years ended March 31, 2025 or 2024, respectively.

The Company was not billed by Grassi for tax services for the fiscal years ended March 31, 2025 or 2024, respectively.

• All Other Fees.

The Company was not billed by Grassi or MSPC for the fiscal years ended March 31, 2024 and 2023, respectively, for any permitted non-audit services.

The Company was not billed by Grassi for the fiscal years ended March 31, 2025 and 2024, respectively, for any permitted non-audit services.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

33 unchanged sentences

Richard Li (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K, filed on January 18, 2022).

Insider Trading Policy.

Principal Subsidiaries of the Company as of March 31, 2024.*

Consent of Independent Registered Public Accounting Firm — GRASSI & CO., CPAs, P.C.,*

Consent of Independent Registered Public Accounting Firm — MSPC, Certified Public Accountants and Advisors, Professional Corporation.*

Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C.

43 unchanged sentences

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