YY Group (YYGH) approves 2025 director cash performance bonuses

Rhea-AI Filing Summary

YY Group Holding Limited reported that its board approved and paid one-time performance bonuses to certain directors for professional services rendered during the fiscal year ended December 31, 2025. The board acted by resolution under Regulation 8.14 of the Company’s Amended and Restated Memorandum and Articles of Association.

The bonuses were fully funded and paid in cash by the Company on June 23, 2026. A copy of the approving board resolution is provided as Exhibit 99.1 to this report, and the filing is signed by Fu Xiaowei as Chief Executive Officer, Chairman and Director.

Key Figures

Bonus payment date: June 23, 2026 Fiscal year covered: Year ended December 31, 2025 Form type: Form 6-K +2 more

5 metrics

Bonus payment date June 23, 2026 Date cash performance bonuses to directors were fully paid

Fiscal year covered Year ended December 31, 2025 Period for which directors earned performance bonuses

Form type Form 6-K Report of foreign private issuer for June 2026

Exhibit number Exhibit 99.1 Board resolution approving 2025 performance bonuses

Signature date June 26, 2026 Date the report was signed by the CEO

Key Terms

Form 6-K, foreign private issuer, Amended and Restated Memorandum and Articles of Association, performance bonuses, +1 more

5 terms

Form 6-K regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Amended and Restated Memorandum and Articles of Association regulatory

"pursuant to Regulation 8.14 of the Company’s Amended and Restated Memorandum and Articles of Association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

performance bonuses financial

"approves and authorizes the payment of one-time performance bonuses for professional services"

Exhibit 99.1 regulatory

"A copy of the Board Resolution is attached hereto as Exhibit 99.1"

Exhibit 99.1 is a label used in regulatory filings to identify a specific attached document, most often a company press release or investor presentation filed with securities regulators. For investors it matters because it marks an official, contemporaneous source of information directly tied to a filing—like the original news article pinned to a legal record—so traders and analysts treat it as an authoritative statement that can move a stock or clarify a company’s situation.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/29/2026 - 06:05 AM Accepted by SEC EDGAR 06/26/2026 - 06:47 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-42026

YY Group Holding Limited

60 Paya Lebar Road

#09-13/14/15/16/17

Paya Lebar Square

Singapore 409051

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒        Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐                No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On June 23, 2026, YY Group Holding Limited, a British Virgin Islands Company (“YY Group” or the “Company”), by a resolution of the board resolution pursuant to Regulation 8.14 of the Company’s Amended and Restated Memorandum and Articles of Association (the “Board Resolution”), approves and authorizes the payment of one-time performance bonuses for professional services rendered during the fiscal year ended December 31, 2025, to the following directors of the Company as set forth in the schedule below (collectively, the “Bonuses”):

1) Ms. Zhang Fan, in her capacity as Business Development Director of the Company, was awarded a one-time performance bonus in the amount of US$200,000.

2) Mr. Fu Xiaowei, in his capacity as Executive Director of the Company, was awarded a one-time performance bonus in the amount of US$300,000.

The Bonuses were fully funded and paid by the Company on June 23, 2026, in the form of cash.

A copy of the Board Resolution is attached hereto as Exhibit 99.1.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Board Resolution dated June 23, 2026

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	YY Group Holding Limited
Date: June 26, 2026	By:	/s/ Fu Xiaowei
	Name:	Fu Xiaowei
	Title:	Chief Executive Officer, Chairman and Director

3

Exhibit 99.1 

YY Group Holdings Limited (NASDAQ: YYGH) (the Company)

Written resolutions of the directors

We are all of the directors of the Company.

We confirm and note the matters, and resolve to pass the resolutions, set out below pursuant to article 8.14 of the Company’s articles of association (the Articles).

1. Interests

Each director:

(a) confirms that the director has declared any interest (whether direct or indirect) in relation to the matters referred to below which the director is required to disclose under the Articles or the BVI Business Companies Act (Revised Edition) 2020; and

(b) notes that, under the Articles, a director who is interested in a transaction into which the Company proposes to enter is entitled to vote in respect of that transaction if the director has declared that interest to each other director.

2. Emoluments of Directors

(a) Each director notes that:

(a) the Company’s Articles provide that the board of the Company is authorised to, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company

(b) Effective as of May 29, 2023, YY Group Holding Limited entered into an Employment Agreement with Ms. Zhang Fan for the role of Business Development Director. The agreement provides for an annual base salary of US$180,000.

(c) Effective as of May 29, 2023, YY Group Holding Limited entered into an Employment Agreement with Mr. Fu Xiaowei for the role of Chief Executive Officer and Executive Director. The agreement provides for an annual base salary of US$240,000.

(d) in accordance with section 8.14 of Company’s Articles, it is now proposed that the Company shall approve and authorize the payment of the following one-time performance bonuses for services rendered during the year 2025 (collectively, the “2025 Performance Bonuses”):

(1) a one-time performance bonus to Ms. Zhang Fan, in her capacity as Business Development Director, in the amount of US$200,000, which may be paid either in cash or in the form of an equivalent value of the Company’s Class A ordinary shares; and

(2) a one-time performance bonus to Mr. Fu Xiaowei, in his capacity as Chief Executive Officer and Executive Director, in the amount of US$300,000, which may be paid either in cash or in the form of an equivalent value of the Company’s Class A ordinary shares.

3. Corporate benefit

Each director confirms that, after considering the 2025 Performance Bonuses (as a whole), the director believes that it is:

(a) in the best interests of the Company; and

(b) for a proper purpose of the Company,

for the Company to approve and implement the 2025 Performance Bonuses, and the transactions contemplated by each of them.

4. Authorisations

Each director resolves that:

(a) the 2025 Performance Bonuses are approved and any Authorised Person (defined below) is authorised to prepare, approve, execute (under hand or seal), give and/or deliver on behalf of the Company any other document of any nature (each, an Additional Document), including, without limitation, any:

(a) notice, certificate, instruction, waiver or release;

(b) fee letter or engagement letter;

(c) letter of appointment for any agent (including any process agent), power of attorney or document which contains an appointment of an agent or a power of attorney; and

(d) document which supplements or amends (whether or not in any material way) any relevant document after that document has been executed,

that Authorised Person considers, and in any form that Authorised Person considers, to be necessary or desirable in connection with the 2025 Performance Bonuses and any transaction contemplated by the 2025 Performance Bonuses;

(b) Delegation:  any Authorised Person is authorised to delegate in writing (by power of attorney, email or otherwise) any of the powers conferred on that Authorised Person by these resolutions to any person(s) and on any terms that Authorised Person thinks fit;

(c) Further actions:  any Authorised Person is authorised to do (or cause to be done) all other acts and things that Authorised Person considers to be necessary or desirable in connection with the matters noted in these resolutions;

(d) Ratification:  any action taken by any attorney, director, officer, employee or agent of the Company in connection with the matters noted in these resolutions, prior to these resolutions being passed is approved, ratified and confirmed in all respects as an act of the Company; and

(e) Counterparts: these resolutions may be signed in counterparts and if the counterparts bear different dates these resolutions will take effect on the latest date on any counterpart; and

(f) Interpretation:  for the purposes of these resolutions:

(a) Authorised Person means any director (including any alternate director);

(b) corporate services provider means any person who maintains the Company’s register of shareholders, register of directors or register of charges on behalf of it, including (without limitation) the Company’s Nasdaq transfer agent; and

(c) each Authorised Person may exercise, or refrain from exercising, any right, power or discretion conferred on that Authorised Person by these resolutions in that Authorised Person’s sole and absolute discretion.

[The signature page follows]

Signatures

Fu Xiaowei, Chairman of the Board of Directors and Chief Executive Officer			Zhang Fan, Business Development Director and Executive Director
Date:			Date:

Chan Yong Xian, Director			Lim Kai Ching, Director
Date:			Date:

Ngoh York Chao Nicholas, Director

Date:

FAQ

What did YYGH disclose in its June 2026 Form 6-K?

YY Group Holding Limited disclosed that its board approved one-time performance bonuses for certain directors for services in fiscal 2025, fully funded and paid in cash on June 23, 2026, via a board resolution attached as Exhibit 99.1.

Who is receiving one-time performance bonuses at YYGH?

YY Group’s Form 6-K states that certain company directors will receive one-time performance bonuses for professional services rendered during the fiscal year ended December 31, 2025, as detailed in a schedule referenced in the board resolution approving these payments.

How and when were the YYGH director bonuses paid?

The company states that the one-time performance bonuses for its directors were fully funded and paid by YY Group Holding Limited on June 23, 2026, and that all payments were made in the form of cash rather than equity or other instruments.

What corporate approval did YYGH use for the 2025 performance bonuses?

YY Group’s directors approved the 2025 performance bonuses by a board resolution adopted under Regulation 8.14 of the Company’s Amended and Restated Memorandum and Articles of Association, with that resolution included as Exhibit 99.1 to the report.

Which executive signed YYGH’s June 2026 Form 6-K?

The report is signed on behalf of YY Group Holding Limited by Fu Xiaowei, who is identified as the company’s Chief Executive Officer, Chairman and Director, confirming authorization of the disclosure under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 51.8 KB