Form 8-K

8-K — TOP Financial Group Ltd

Accession: 0001213900-26-108497

Filed: 2026-10-09

Period: 2026-10-08

CIK: 0001848275

SIC: 6200 (SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0308226-8k_topfin.htm (Primary)

EX-10.1 — APPOINTMENT LETTER, DATED OCTOBER 5, 2026, BETWEEN THE COMPANY AND DEAN HUGE (ea030822601ex10-1.htm)

EX-10.2 — EMPLOYMENT AGREEMENT, DATED OCTOBER 8, 2026, BETWEEN THE COMPANY AND YULI YAN (ea030822601ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0308226-8k_topfin.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 8, 2026

TOP FINANCIAL GROUP LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41407

N/A

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4201 Main Street, Suite 200,

Houston, Texas 77002

(Address of Principal Executive Offices) (Zip Code)

+1 (832) 680-5068

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Ordinary Shares, par value $0.005 per share

TOP

The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Dean Huge as Independent Director

On October 8, 2026, the Board of Directors (the

“Board”) of TOP Financial Group Limited (the “Company”), upon the recommendation of the Nominating and Corporate

Governance Committee of the Board, increased the size of the Board from five to seven directors and appointed Mr. Dean Huge as an independent

director of the Company, effective October 8, 2026. Mr. Huge was also appointed as a member of each of the Audit Committee, the Compensation

Committee and the Nominating and Corporate Governance Committee of the Board.

Mr. Huge, age 70, has over 35 years of experience

in corporate finance, investment banking and executive leadership. Since June 2026, Mr. Huge has served as Chief Executive Officer and

a board member of Belgra Fintech Holdings Limited, and since May 2025 he has served as Chief Executive Officer and a board member of London

Gold LLC. From February 2022 to December 2024, he served as Chief Executive Officer of Innovation Beverage Group Limited (Nasdaq: IBG),

which he led through its initial public offering and listing on Nasdaq in 2024. From May 2017 to January 2022, he served as Chief Financial

Officer of Splash Beverage Group, Inc. (NYSE: SBEV), where he oversaw its SEC reporting and capital raising. Earlier in his career, Mr.

Huge served as Chief Executive Officer and Chief Financial Officer of D&H Energy Development, Interim Chief Financial Officer of Medi+Sure

Canada, Inc., Chief Financial Officer and a director of Discovery Gold Corporation, and in financial and operating roles at Catalyst Energy

Corporation and Bank Paribas. Mr. Huge holds a Bachelor of Science in Accounting and a Bachelor of Science in Finance from Southern Illinois

University.

The Board has determined that Mr. Huge is independent

within the meaning of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

In connection with his appointment, the Company

entered into an appointment letter with Mr. Huge dated October 5, 2026 (the “Appointment Letter”), pursuant to which Mr. Huge

will receive an annual fee of US$50,000, payable quarterly in arrears, and reimbursement of reasonable expenses. The Appointment Letter

may be terminated by either party on two months’ written notice. The foregoing description of the Appointment Letter is qualified

in its entirety by reference to the full text of the Appointment Letter, a copy of which is filed as Exhibit 10.1 to this Current Report

on Form 8-K and incorporated herein by reference.

Appointment of Yuli Yan as Executive Director

On October 8, 2026, the Board, upon the recommendation

of the Nominating and Corporate Governance Committee of the Board, appointed Ms. Yuli Yan as an executive director of the Company, effective

October 8, 2026. Ms. Yan is not an independent director.

Ms. Yan, age 40, has more than 15 years of experience

in business operations and executive management. Since 2021, Ms. Yan has served as Director of Business Operations of HexaGaN (Hexa Creation

Inc.), a U.S. semiconductor and artificial-intelligence technology company, overseeing its business operations, finance administration,

human resources and investor-relations support. From 2014 to 2017, Ms. Yan served as Research and Student Program Administrator at the

Ira A. Fulton Schools of Engineering, Arizona State University, and from 2010 to 2013 as Executive Assistant to the President of Zoyce

Inc. Ms. Yan holds a Master of Arts in Business Economics from the University of California, Santa Barbara and a Bachelor of Arts in Economics

from Nankai University.

Ms. Yan has not been appointed to any committee

of the Board.

In connection with the appointment, the Company

entered into an employment agreement with Ms. Yan dated October 8, 2026 (the “Employment Agreement”), pursuant to which Ms.

Yan will serve as Project Manager of TOP AI Inc., a Texas corporation and a subsidiary of the Company, for an initial term of one year,

automatically renewable for successive one-year terms unless either party gives three months’ prior written notice. Under the Employment

Agreement, Ms. Yan will receive an annual base salary of US$60,000, and will be eligible to participate in the Company’s share incentive

plan and standard employee benefit plans. The Employment Agreement contains customary confidentiality, invention-assignment, and one-year

post-employment non-competition and non-solicitation covenants. Ms. Yan will not receive additional compensation for service as a director.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement,

a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Other Disclosures

There is no arrangement or understanding between

either Mr. Huge or Ms. Yan and any other person pursuant to which he or she was selected as a director of the Company. There are no family

relationships between either of them and any director or executive officer of the Company. There are no transactions involving either

of them that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Appointment Letter, dated October 5, 2026, between the Company and Dean Huge

10.2

Employment Agreement, dated October 8, 2026, between the Company and Yuli Yan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: October 9, 2026

TOP Financial Group Limited

By:

/s/ Hoi Ling Jennifer Tam

Name:

Hoi Ling Jennifer Tam

Title:

Co-Chief Executive Officer

EX-10.1 — APPOINTMENT LETTER, DATED OCTOBER 5, 2026, BETWEEN THE COMPANY AND DEAN HUGE

EX-10.1

Filename: ea030822601ex10-1.htm · Sequence: 2

Exhibit 10.1

October 5, 2026

Mr. Dean Huge

1201 SE 2nd Court, Apt. 214

Fort Lauderdale, FL 33301

Dear Mr. Huge,

Appointment Letter for Independent

Non-Executive Director

We are pleased to confirm your appointment as

an Independent Non-Executive Director of TOP Financial Group Limited (the “Company”), a company incorporated with limited

liability under the laws of the Cayman Islands, with effect from October 8, 2026 (the “Effective Date”). This letter (the

“Appointment Letter”) sets forth the terms and conditions of your appointment. It is agreed that on acceptance of this offer,

this letter will constitute a contract for services and not a contract of employment.

1. The Company and the Group

The Company together with its subsidiaries (collectively,

the “Group”) are primarily engaged in providing securities and futures advising, brokerage and asset management services.

The Company’s Class A ordinary shares, par value US$0.005 each (the “Class A Ordinary Shares”), are listed on The Nasdaq

Stock Market.

2. Appointment

(a) You

will serve as an Independent Non-Executive Director (“INED”) of the Company, as nominated by the Nominating Committee and

appointed by the Board of Directors of the Company (the “Board”).

(b) You

shall serve as a member of the following committees: (i) Member of the Nominating and Corporate Governance Committee; (ii) Member of the

Audit Committee; and (iii) Member of the Compensation Committee, whereby such committees shall collectively be described as the “Committees”;

and your roles under (a) and (b) shall collectively be described as the “Appointment” or “Roles”.

Appointment is subject to the Company’s Memorandum and Articles of Association (“Articles”) and nothing in this letter

shall be taken to exclude or vary the terms of the Articles as they apply to your Appointment.

(d) The

continuation of the Appointment is contingent on your ongoing fulfillment of your obligations. It is further subject to your agreement

to apply yourself and discharge your duties as a Non-Executive Director in accordance with the Articles and the Companies Act (As Revised)

of the Cayman Islands (the “Companies Act”), as well as your upholding the high standards of corporate governance set forth

in the Nasdaq Listing Rule 5600 Series.

3. Term

Your Appointment shall commence on the Effective

Date and continue, subject to the terms of termination set forth in Section 9 herein and the procedure of removal set forth in the Articles.

4. Duties and Responsibilities

As an INED of the Company:

(a) You

have the same general legal responsibilities to the Company as any other Director and will advise, where necessary, the executive directors

of the Company.

(b) You

will exercise the powers of your Appointment having regard to the relevant obligations under prevailing law and regulation, including

the Companies Act and the rules of The Nasdaq Stock Market, including but not limited to the Listing Rule 5600 Series.

shall remain mindful and ensure your status of independence remains compliant as stipulated by Nasdaq Listing Rule 5605(a)(2) and Rule

10A-3 under the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify

the Board as soon as practicable, and notification must additionally be made to Nasdaq as required. You shall further facilitate any director

independence disclosures in annual meeting proxy statements or the Company’s annual report on Form 10-K, including transactions

and arrangements considered by the Board in assessing director independence.

(d) You,

along with other Directors of the Board, are to meet when possible in executive session, where such sessions should occur at least four

times a year. Additionally, you are to meet with other INEDs without executive management at least twice a year.

(e) Additionally,

you may be sought, within reason, to engage in ad hoc strategic discussions that may require you to review and execute documents pertinent

to Board decisions. Such meetings shall take place in person, or by telephone or video conferencing, at a sensible time of day in relation

to your primary place of residence.

(f) You

shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature; however,

members of the executive management may draw upon your professional insight and business expertise where suitable. You shall provide guidance,

steering, and access to expert networks to the Company where appropriate and required.

As the chair and/or member of the Committees described

in Section 2(b):

(g) You

shall review and uphold the functions of your relevant Committee(s) pursuant to the individually adopted Audit, Compensation, and Nominating

and Corporate Governance Committee Charters (“Charters”).

(h) You

must, along with other Committee members, review annually and assess the adequacy of the Charters.

(i) You

must, along with other Committee members, ensure compliance with Nasdaq listing rules at all times with respect to Committee composition

requirements, and assist the Company in regaining compliance if required by curing the event that caused the failure to comply within

the time frame provided by Nasdaq.

(j) You

must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company or the Group, other

than fees for director service as described more fully below in Section 5.

(k) Additionally,

as an Audit Committee member, you must refrain from participating in the preparation of financial statements of the Company or the Group.

However, along with other members, you shall be directly responsible for appointing and terminating the Company’s independent auditor(s).

(l) You

shall maintain your financial literacy and expertise in order to maintain your individual financial sophistication and qualify as an Audit

Committee member.

(m) You

shall assist the Audit Committee in the review of related person transactions and in conducting oversight of potential conflict of interest

situations on an ongoing basis and, more generally, oversight with respect to compliance with the code of conduct by senior management

of the Company.

Additionally, you shall during the term of your Appointment:

(i) observe

and comply with the Company’s adopted Code of Business Conduct and Ethics, under which any waivers given to directors or executive

officers must be approved by the Board;

(ii) observe

and comply with all statutory rules and regulations where applicable as governed by the laws of your residence;

(iii) confirm you are able to, and will, devote sufficient time to perform your Roles;

(iv) provide

traceable contact during and after office hours, on weekdays and weekends, or during public holidays, whereby your availability may occasionally

and reasonably be sought;

(v) declare

any conflicts that are apparent at present, or become apparent, between the Group and your other business interests. Should any potential

conflicts of interest arise, you will disclose this to the Board as soon as they become apparent;

(vi) consult

with the Chairman of the Board prior to accepting any other (or further) directorships of publicly quoted companies or any major external

appointments;

(vii) obtain

clearance from the Chairman of the Board prior to dealing in publicly traded shares of the Company; and

(viii) observe

and comply with the disclosure requirements and obligations of you and/or your affiliated party(ies) as applicable in accordance with

U.S. securities laws, regulations and SEC disclosure requirements, including the filing of reports under Section 16(a) of the Securities

Exchange Act of 1934, as amended.

5. Fees and Expenses

(a) The

combined basic fee for being an INED of the Company and your roles as member of the relevant Committees is US$50,000 per annum, paid to

you by the Company in arrears in four quarterly installments on or about the last business day of each quarter, pro-rated for any partial

quarter of service.

(b) The

Company will reimburse all reasonable travelling, hotel and other expenses incurred by you in connection with the Company’s business

on production of appropriate receipts.

6. Privacy of Information

(a) You

shall not, except as authorized by the Group or required by your responsibilities, reveal to any person or company any of the trade secrets

or any information concerning the organization, business, finances, transactions or affairs of the Group which may come to your knowledge

during your contract with the Company, and shall keep with complete secrecy confidential information entrusted to you and shall not use

or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Group or may

be likely to do so. This restriction shall continue to apply after the termination of your Appointment without limit in time.

(b) You

shall not, either during the period of your Appointment or afterwards, use or permit to be used any books, documents, moneys, assets,

records or other property belonging to or relating to any dealings, affairs or business of the Group other than for the benefit of the

Group. You shall immediately deliver and return to the Group all such books, documents, moneys, securities, records or other property

which you then have or should have in your possession upon termination of your Appointment hereunder.

the term of your Appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to your

Appointment.

(d) The

Company agrees to provide you in good faith with any information concerning areas of interest and relevance of the Group as required by

you in order to enable you to fulfill your Roles with the Company.

7. Data Protection

(a) By

executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and

management purposes and in particular to the processing of any sensitive personal data as and when appropriate.

(b) You

consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative

purposes and other purposes in connection with the Appointment, where it is necessary or desirable to do so.

8. Indemnity

The Company shall maintain directors’ and officers’

liability coverage for the full term of the Appointment.

9. Termination

Your Appointment with respect to the Roles with the

Company may only be terminated:

(a) by you after giving the Company not less than two (2) months’ notice in writing;

(b) by the Company after giving you two (2) months’ notice in writing; or

effect in the event that you: (i) commit dishonesty, fraud, gross negligence, willful default or refusal to carry out any lawful

order or instruction, or repeatedly breach any rules or regulations of the Company or those governed by the laws of your residency;

(ii) commit a material breach of your obligations under this letter; (iii) commit any serious or repeated breach or non-observance

of your obligations to the Company; (iv) are convicted of a criminal offence other than an offence under road traffic legislation in

the jurisdiction of your residency or elsewhere for which a fine or non-custodial penalty is imposed; (v) declare bankruptcy or make

an arrangement with or for the benefit of your creditors; or (vi) are disqualified from acting as a director.

Please signify your acceptance of the above terms

and conditions by signing and returning to us the enclosed duplicate copy of this letter.

Yours faithfully,

For and on behalf of

TOP FINANCIAL GROUP LIMITED

/s/ Hoi Ling Jennifer Tam

Name:

Hoi Ling Jennifer Tam

Position:

Co-Chief Executive Officer

Date:

October 5, 2026

Agreed and accepted by:

/s/ Dean Huge

Name:

Dean Huge

Date:

October 5, 2026

EX-10.2 — EMPLOYMENT AGREEMENT, DATED OCTOBER 8, 2026, BETWEEN THE COMPANY AND YULI YAN

EX-10.2

Filename: ea030822601ex10-2.htm · Sequence: 3

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”)

is entered into as of October 8, 2026 by and between TOP Financial Group Limited (formerly known as Zhong Yang Financial Group Limited),

an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Yuli Yan,

an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive

hereunder shall be deemed to include the Company and all of its subsidiaries (collectively, the “Group”).

RECITALS

The Company desires to employ the Executive

and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by

the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

POSITION

The Executive hereby accepts a position

of Project Manager of TOP AI Inc., a Texas corporation and a subsidiary of the Company (the “Employment”). The Executive shall

perform the Employment for TOP AI Inc., which may pay the Executive’s compensation in accordance with Section 7(a). For so long

as the Executive is appointed by the Board (as defined below) as a director of the Company, the Executive shall also serve as an executive

director of the Company, and shall not receive additional compensation for such service as a director.

TERM

Subject to the terms and conditions

of this Agreement, the initial term of the Employment shall be one year, commencing on October 8, 2026 (the “Effective Date”),

unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the initial one-year term, the Employment shall

be automatically extended for successive one-year terms unless either party gives the other party hereto a three-month prior written notice

(or, in lieu thereof, payment of three months’ salary) to terminate the Employment prior to the expiration of such one-year term

or unless terminated earlier pursuant to the terms of this Agreement.

PROBATION

No probationary period.

DUTIES AND RESPONSIBILITIES

(a) The Executive’s

duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”) and/or the Co-Chief

Executive Officers of the Company.

(b) The Executive shall devote all of his/her

working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the

Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company (the “Articles of

Association”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.

Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent of the Board,

become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or

interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”),

provided that nothing in this clause shall preclude the Executive from holding up to 50% of shares or other securities of any Competitor

that is listed on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify

the Company in writing prior to his/her obtaining a proposed interest in such shares or securities in a timely manner and with such details

and particulars as the Company may reasonably require. The Company shall have the right to require the Executive to resign from any board

or similar body which he/she may then serve if the Board reasonably determines in writing that the Executive’s service on such board

or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business

related to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.

NO BREACH OF CONTRACT

The Executive hereby represents to

the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s

duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive

is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member

of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information

(including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent,

or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder; and

(iii) that the Executive is not bound

by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s)

of the Group, as the case may be.

LOCATION

The Executive will be based in Houston,

Texas, unless both parties hereto agree otherwise. The Executive acknowledges that he/she may be required to travel from time to time

in the course of performing his/her duties for the Company.

COMPENSATION AND BENEFITS

(a) Compensation.

The Executive’s cash compensation (inclusive of any statutory contributions that the Company is required to deduct from the Executive’s

pay under applicable law) shall be provided by the Company pursuant to Schedule A hereto or as specified in a separate agreement between

the Executive and the Company’s designated subsidiary or affiliated entity, subject to annual review and adjustment by the Company

or the compensation committee of the Board. The cash compensation may be paid by the Company, a subsidiary or affiliated entity or a combination

thereof, as designated by the Company from time to time.

(b) Equity

Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such

plan pursuant to the terms thereof.

The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted

by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday

plan.

(d) Annual

Leave. Upon the Effective Date, the Executive is entitled to 12 days per annum of paid leave, which shall accrue on a pro rata basis each

year. After 2 years of employment, 1 day of paid leave can be increased per annum up to a maximum of 18 days.

TERMINATION OF THE AGREEMENT

(a) By

the Company. The Company may terminate the Employment for cause, at any time, without notice or remuneration, if the Executive (1) commits

any serious or persistent breach or non-observance of the terms and conditions of the Employment; (2) is convicted of a criminal offence

other than one which in the opinion of the Board does not affect the Executive’s position as an employee of the Company, bearing

in mind the nature of the Executive’s duties and the capacity in which the Executive is employed; (3) willfully disobeys a lawful

and reasonable order; (4) misconducts himself/herself and such conduct is inconsistent with the due and faithful discharge of the Executive’s

material duties; (5) is guilty of fraud or dishonesty; (6) is habitually neglectful in the Executive’s duties; or (7) on any other

ground on which the Company would be entitled to terminate the contract without notice at common law. The Company may terminate the Employment

without cause at any time with a three-month prior written notice to the Executive or by payment of three months’ salary in lieu

of notice.

(b) By

the Executive. The Executive may terminate the Employment at any time with a three-month prior written notice to the Company or by payment

of three months’ salary in lieu of notice. In addition, the Executive may resign prior to the expiration of the Agreement if such

resignation or an alternative arrangement with respect to the Employment is approved by the Board.

of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination

from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied

upon in effecting the termination.

CONFIDENTIALITY AND NONDISCLOSURE

(a) Confidentiality and

Non-disclosure. The Executive hereby agrees at all times during the term of his/her employment and after termination, to hold in the

strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation or other entity

without written consent of the Company, any Confidential Information. The Executive understands that “Confidential

Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers or

partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development

information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group on whom

the Executive called or with whom the Executive became acquainted during the term of his/her employment), supplier lists and

suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware

configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, licensors,

licensees, distributors and other persons with whom the Group does business, information regarding the skills and compensation of

other employees of the Group or other business information disclosed to the Executive by or obtained by the Executive from the

Group, its affiliates, or their clients, customers or partners either directly or indirectly in writing, orally or by drawings or

observation of parts or equipment, if specifically indicated to be confidential or reasonably expected to be confidential.

Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the

public through no fault of the Executive.

(b) Company

Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received

or transmitted in connection with his/her work or using the facilities of the Group are property of the Group and subject to inspection

by the Group, at any time. Upon termination of the Executive’s employment with the Company (or at any other time when requested

by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his/her work

with the Company and will provide written certification of his/her compliance with this Agreement. Under no circumstances will the Executive

have, following his/her termination, in his/her possession any property of the Group, or any documents or materials or copies thereof

containing any Confidential Information.

Employer Information. The Executive agrees that he/she has not and will not, during the term of his/her employment, (i) improperly use

or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has

an agreement or duty to keep in confidence information acquired by the Executive, if any, or (ii) bring into the premises of the Group

any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing

by such former employer, person or entity. The Executive will indemnify the Group and hold it harmless from and against all claims, liabilities,

damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation

of the foregoing.

(d) Third

Party Information. The Executive recognizes that the Group may have received, and in the future may receive, from third parties their

confidential or proprietary information subject to a duty on the Group’s part to maintain the confidentiality of such information

and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Group and such third parties, during

the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the

strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes

permitted by, the Group’s agreement with such third party.

(e) This

Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company

shall have the right to seek remedies permissible under applicable law.

10.

INVENTIONS

(a) Inventions Retained and

Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and

discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made

or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed

by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii)

relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the

Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the

extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her service for the

Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which

he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,

worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify,

use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or

machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and

such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold

it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes

arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use,

sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

(b) Disclosure

and Assignment of Inventions. The Executive understands that the Company engages in research and development and other activities in connection

with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create

inventions of value for the Company. From and after the Effective Date, the Executive shall make full written disclosure in confidence

to the Company of all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer

software programs, databases, mask works, concepts and trade secrets, whether or not patentable or registrable under patent, copyright,

circuit layout design or similar laws anywhere in the world, which the Executive may solely or jointly conceive or develop or reduce to

practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company

(whether or not during business hours) that are either related to the scope of his/her Employment at the Company or make use, in any manner,

of the resources of the Group (collectively, the “Inventions”). The Executive hereby acknowledges that the Company or the

Group shall be the sole owner of all rights, title and interest in the Inventions created hereunder. In the event the foregoing assignment

of Inventions to the Company or the Group is ineffective for any reason, each member of the Group is hereby granted and shall have a royalty-free,

sub-licensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell such Inventions as part

of or in connection with any product, process or machine. The Executive also hereby forever waives and agrees never to assert any and

all rights he/she may have in or with respect to any Inventions even after termination of his/her employment with the Company. The Executive

hereby further acknowledges that all Inventions created by him/her (solely or jointly with others) are, to the extent permitted by applicable

law, “works made for hire” or “inventions made for hire,” as those terms are defined in the U.S. Copyright Act

and the U.S. Patent Law, respectively, and all titles, rights and interests in or to such Inventions are or shall be vested in the Company.

Registration. The Executive agrees to assist the Company or its designees in every proper way to obtain for the Company and enforce

patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions in any and all countries.

The Executive will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents,

copyrights, mask work rights, trade secrets and other legal protections. The Executive’s obligations under this paragraph will

continue beyond the termination of the Employment with the Company, provided that the Company will reasonably compensate the

Executive after such termination for time or expenses actually spent by the Executive at the Company’s request on such

assistance. The Executive appoints the Company and its duly authorized officers and agents as the Executive’s attorney-in-fact

to execute documents on the Executive’s behalf for this purpose.

(d) Remuneration.

The Executive hereby agrees that the remuneration received by the Executive pursuant to this Agreement includes any remuneration which

the Executive may be entitled to under applicable laws for any “works made for hire,” “inventions made for hire”

or other Inventions assigned to the Company pursuant to this Agreement.

(e) Return

of Confidential Material. In the event of the Executive’s termination of employment with the Company for any reason whatsoever,

the Executive agrees promptly to surrender and deliver to the Company all records, materials, equipment, drawings, documents and data

of any nature pertaining to any confidential information or to his/her employment, and the Executive will not retain or take with him/her

any tangible materials or electronically-stored data containing or pertaining to any confidential information that the Executive may produce,

acquire or obtain access to during the course of his/her employment.

(f) Survival.

This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the

Company shall have the right to seek remedies permissible under applicable law.

11.

CONFLICTING EMPLOYMENT

The Executive hereby agrees that, during

the term of his/her employment with the Company, he/she will not engage in any other employment, occupation, consulting or other business

activity related to the business in which the Group is now involved or becomes involved during the term of the Executive’s employment,

nor will the Executive engage in any other activities that conflict with his/her obligations to the Company without the prior written

consent of the Company.

12.

NON-COMPETITION AND NON-SOLICITATION

In consideration of the salary paid

to the Executive by the Company, the Executive undertakes that for a period of one (1) year after he/she ceases to be employed by the

Company, he/she will not, without the prior written consent of the Company:

(a) in

the territory of the Cayman Islands, the British Virgin Islands, Hong Kong, Singapore, the People’s Republic of China and the United

States (the “Territory”), either on his/her own account or through any of his/her affiliates, or in conjunction with or on

behalf of any other person, carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee,

partner, agent or otherwise in any business in direct competition with the business of the Group;

(b) either on his/her own account

or through any of his/her affiliates or in conjunction with or on behalf of any other person, solicit or entice away or attempt to solicit

or entice away from the Group, any person, firm, company or organization who is or shall at any time within two (2) years prior to such

cessation have been a customer, client, representative or agent of the Group or in the habit of dealing with the Group;

on his/her own account or through any of his/her affiliates or in conjunction with or on behalf of any other person, employ, solicit or

entice away or attempt to employ, solicit or entice away from the Group any person who is or shall have been at the date of or within

twelve (12) months prior to such cessation of employment an officer, manager, consultant or employee of the Group whether or not such

person would commit a breach of contract by reason of leaving such employment; or

(d) either

on his/her own account or through any of his/her affiliates or in conjunction with or on behalf of any other person, in relation to any

trade, business or company use a name including the words “TOP,” “TOP Financial,” “TOP Financial Group,”

“Zhong Yang,” “Zhong Yang Financial” or any other words hereafter used by the Group in its name or in the name

of any of its products, services or their derivative terms, or the Chinese or English equivalent or any similar word in such a way as

to be capable of or likely to be confused with the name of the Group or the products or services of the Group, and shall use all reasonable

endeavors to procure that no such name shall be used by any of his/her affiliates or otherwise by any person with which he/she is connected.

(e) Each

and every obligation under this Section 12 shall be treated as a separate obligation and shall be severally enforceable as such and in

the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts which are unenforceable

shall be deleted from this Section and any such deletion shall not affect the enforceability of the remaining parts of this Section.

(f) The

Executive agrees that in light of the circumstances, the restrictive covenants contained in this Section 12 are reasonable and necessary

for the protection of the Group, and further agrees that the said covenants are not excessive or unduly onerous upon the Executive. However,

it is recognized that restrictions of the nature in question may fail for technical reasons currently unforeseen and accordingly it is

hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable, in light

of the circumstances, for the protection of the Group, but would be valid if part of the wording thereof were deleted or the periods thereof

reduced or the range of activities or area dealt with thereby reduced in scope, the said restriction shall apply with such modification

as may be necessary to make it valid and effective.

(g) This

Section 12 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 12, the Executive

acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for

specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall

have the right to seek all remedies permissible under applicable law.

13.

WITHHOLDING TAXES

Notwithstanding anything else herein

to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable

under or pursuant to this Agreement such federal, state, local or any other income, employment, or other taxes as may be required to be

withheld pursuant to any applicable law or regulation.

14.

NOTIFICATION OF NEW EMPLOYER

In the event that the Executive leaves

the employment of the Company, the Executive hereby grants consent to notification by the Company to his/her new employer about his/her

rights and obligations under this Agreement.

15.

ASSIGNMENT

This Agreement is personal in its nature

and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations

hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any

member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially

all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof,

be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants,

duties, and obligations of the Company hereunder.

16.

SEVERABILITY

If any provision of this Agreement

or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can

be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

17.

ENTIRE AGREEMENT

This Agreement constitutes the entire

agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous

oral or written agreements concerning such subject matter, other than any such agreement under any employment agreement entered into with

a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein.

The Executive acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking

which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.

18.

REPRESENTATIONS

The Executive hereby agrees to execute

any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that

the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information

acquired by the Executive in confidence or in trust prior to his/her employment by the Company. The Executive has not entered into, and

hereby agrees that he/she will not enter into, any oral or written agreement in conflict with this Section 18. The Executive represents

that the Executive will consult his/her own consultants for tax advice and is not relying on the Company for any tax advice with respect

to this Agreement or any provisions hereunder.

19.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by,

construed and enforced in accordance with the laws of Hong Kong without regard to the conflict of laws principles thereof. Any

dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity,

interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or

relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration

Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of

arbitration shall be Hong Kong. The number of arbitrators shall be three and the arbitration proceedings shall be conducted in

English.

20.

AMENDMENT

This Agreement may not be amended,

modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which

agreement is executed by both of the parties hereto.

21.

WAIVER

Neither the failure nor any delay on

the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall

any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right,

remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed

as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is

in writing and is signed by the party asserted to have granted such waiver.

22.

NOTICES

All notices, requests, demands and

other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made

if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day

delivery to the last known address of the other party.

23.

COUNTERPARTS

This Agreement may be executed in any

number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which

together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually

or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed

counterparts may be used in lieu of the originals for any purpose.

24.

NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement

is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any

construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the

drafter of such terms. The Executive agrees and acknowledges that he/she has read and understands this Agreement, is entering into it

freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do

so.

[Remainder of this page has been intentionally

left blank.]

IN WITNESS WHEREOF, this Agreement has

been executed as of the date first written above.

TOP Financial Group Limited

Signature:

/s/ Hoi Ling Jennifer Tam

Name:

Hoi Ling Jennifer Tam

Title:

Co-Chief Executive Officer

Executive

Signature:

/s/ Yuli Yan

Name:

Yuli Yan

[Signature Page to Employment Agreement]

Schedule A

Cash Compensation

Amount

Pay Period

Salary

US$60,000 annually

One-twelfth of the annual salary, paid monthly

Schedule B

List of Prior Inventions

Title / Date / Identifying Number or Brief

Description

☒ No

inventions or improvements

☐ Additional Sheets Attached

Signature of Executive:

/s/ Yuli Yan

Print Name of Executive:

Yuli Yan

Date: 10/06/2026

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Houston

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