{"url_path":"/sec/rajaf/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1885680/0001213900-26-057774-index.html","accession_number":"0001213900-26-057774","cik":"0001885680","ticker":"RAJAF","issuer_name":"Cordyceps Sunshine Biotech Holdings Co., Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1885680/0001213900-26-057774-index.html","primary_entity_key":"0001885680","primary_entity_name":"Cordyceps Sunshine Biotech Holdings Co., Ltd."},"word_count":1886,"has_tables":true,"body_markdown":"**Item\n6. Directors, Senior Management and Employees**\n\n \n\n**6.A. Directors and Senior Management**\n\n \n\nThe following table provides information regarding\nour executive officer and director as of the date hereof:\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nSzu Hao Huang\n \n46\n \nDirector, CEO and CFO\n\nYenhung Liu\n \n54\n \nDirector\n\n \n\nThe following is a brief biography of our director\nand executive officer:\n\n** **\n\n**Szu Hao Huang**\n\n \n\nMr. Huang has served as our Director, CEO and\nCFO since May 2020. From May 2018 to May 2020, he was the Vice President of Overseas Business Department of Zhonghe Sunshine Asset Management\nCo., Ltd., during this period he was responsible for overseas market business development. From January 2015 to January 2018, Mr. Huang\nserved as the CEO of Mega Sun Bio-medical Co., Ltd., where he was in charge of corporate governance and business operations. During this\ntime, he led the company to expand its business overseas and led the research and development of the main product “Negative Hydrogen\nSmart Water Purification System,” which has obtained the patent in Germany, Japan, China and Taiwan, and was awarded seven invention\nawards in 2015 and 2016 from four major invention exhibitions in the world. From November 2013 to November 2014, Mr. Huang served as the\ngeneral manager of the well-known Taiwanese beverage brand “Tiger Yazi” Aerobic Life Co., Ltd. for 30 years, where he was\nmainly responsible for operation management and business marketing. During the time, he successfully improved the company’s operating\nstrategy and increased the company’s performance by 300%. Mr. Huang acquired his bachelor’s degree in civil engineering from\nTungnan University in 1999 in Taiwan.\n\n** **\n\n**Yenhung Liu**\n\n \n\nMr. Yenhung Liu has been our Director since July\n2022. From June 2020 to July 2022, he was the Chief Technology Officer of Chengdu Skyherb. From July 2017 to June 2020, he served as the\nTechnical advisor of Taiwan Metcon Co., Ltd. From May 2014 to July 2017, he was the General Manager of Eric Biotechnology Co., Ltd and\nwas mainly responsible for the research and development of new technology in biochemical products. Prior to that, he served as the Manager\nof Yongxu Biotechnology Co., Ltd and was responsible for the R & D and production of herbal products imported from India. He earned\nhis Bachelor degree in Electronics Engineering from the St John’s University of Taipei, Taiwan in 1993.\n\n \n\n**Family Relationships**\n\n \n\nNone of the director or executive officer has\na family relationship as defined in Item 401 of Regulation S-K.\n\n** **\n\n**6.B. Compensation**\n\n \n\n**Employment Agreement and Offer Letter**\n\n \n\nOn May 6, 2020, we entered into an employment\nagreement with Szu Hao Huang, our CEO, CFO and director. The agreement provides a term from May 6, 2020 to December 31, 2025 and did not\nprovide for compensation. Pursuant to the employment agreement, Szu Hao Huang will not receive any compensation.\n\n \n\nOn July 1, 2022, Yenhung Liu, a director, has\nreceived and signed the offer letter provided by us. The term shall continue until his successor is duly elected and qualified. The Board\nmay terminate the position as a director for any or no reason. The position shall be up for re-appointment every year by the board of\ndirectors of the Company. The offer letter did not provide compensation.\n\n \n\n29\n\n \n\n \n\n**Compensation of Director\nand Executive Officer**\n\n \n\nFor the fiscal year ended December 31, 2025, 2024,\nand 2023, we paid $34,644, $33,634 and $25,502 as compensation to our CEO, CFO and Directors.\n\n \n\n**Clawback Policy adopted\nby the Board**\n\n** **\n\nOn November 30, 2023,\nthe Board adopted an Executive Compensation Recovery Policy (the “Clawback Policy”) providing for the recovery of certain\nincentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate\nany of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued\nfinancial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected\nin the current period. Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act\nRule 10D-1. The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement\nof bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer\nin the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement\nof those funds to the issuer. A copy of the Clawback Policy has been filed herewith as Exhibit 97.1.\n\n \n\n**6.C. Board Practices**\n\n \n\n*Board Committees*\n\n \n\nWe currently have two directors, Szu Hao Huang\nand Yenhung Liu, therefore we have not established any committees, including an audit committee, a compensation committee, a nominating\ncommittee or any committee performing a similar function. The functions of those committees are being undertaken by the directors.\n\n* *\n\n*Terms of Directors and Officers*\n\n \n\nDirectors hold office until the next annual meeting\nof the Board or until his successors have been duly elected and qualified. Officer is elected by the Board and his term of office is,\nexcept to the extent governed by employment contract, at the discretion of the Board.\n\n* *\n\n*Involvement in Certain Legal Proceedings*\n\n \n\nTo the best of our knowledge, our directors or\nexecutive officer has not, during the past ten years:\n\n \n\n \n●\nbeen convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n \n\n \n●\nhad any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which such person was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;\n\n \n\n \n●\nbeen subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;\n\n \n\n \n●\nbeen found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n\n \n●\nbeen the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or\n\n \n\n \n●\nbeen the subject of, or a party to, any sanction or order, not\nsubsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a) (26) of the Exchange\nAct), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any equivalent exchange,\nassociation, entity or organization that has disciplinary authority over its members or persons associated with a\nmember.\n\n* *\n\n*Code of Conduct and Ethics*\n\n \n\nWe have adopted a code of business conduct and\nethics that applies to our directors, officer and all employees.\n\n \n\n30\n\n \n\n \n\n**6.D. Employees**\n\n** **\n\nAs of the date of this annual report, we have\n16 full time employees on our payroll, among which 2 are in general administration, 2 are in accounting, 2 are in operation management,\nand 10 are in sales and marketing.\n\n \n\nOur employees are not represented by a labor organization\nor covered by a collective bargaining agreement. We believe that we maintain a good working relationship with our employees, and we have\nnot experienced any major labor disputes.\n\n** **\n\n**6.E. Share Ownership**\n\n \n\nThe following table sets forth information with\nrespect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares as of the date of\nthis annual report, and as adjusted to reflect the sale of the ordinary shares offered in this offering for\n\n \n\n \n●\neach director and executive officer who beneficially owns our ordinary shares; and\n\n \n\n \n●\neach person known to us to own beneficially more than 5.0% of our ordinary shares.\n\n \n\nBeneficial ownership includes voting or investment\npower with respect to the securities. Except as indicated below, the persons named in the table have sole voting and investment power\nwith respect to all ordinary shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior\nto this offering is based on 111,120,000 ordinary shares issued and outstanding as of the date of this annual report.\n\n \n\nInformation with respect to beneficial ownership\nhas been furnished by each director, officer or beneficial owner of 5% or more of our ordinary shares. Beneficial ownership is determined\nin accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.\nIn computing the number of ordinary shares beneficially owned by a person listed below and the percentage ownership of such person, ordinary\nshares’ underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within\n60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership\nof any other person. Except as otherwise indicated in the footnotes to this table, all persons listed have sole voting and investment\npower for all ordinary shares shown as beneficially owned by them. As of the date of this annual report, we have a total of 92 shareholders\nof record, 4 of which hold beneficial ownership of 5% or more, and none of which is located in the United States.\n\n \n\n  \nAmount and Nature of\nBeneficial\nOwnership  \nPercentage of\nOutstanding\nShares \n\n  \nNumber  \nPercent \n\nDirector and Executive Officer: \n   \n  \n\nSzu Hao Huang(1) \n 65,847,400  \n 59.3%\n\nYenhung Liu(1) \n 0  \n 0%\n\n5% Shareholder: \n    \n   \n\nDalan Vincent Holdings Limited(1) \n 65,847,400  \n 59.3%\n\nAJRD Holdings Limited(2) \n 19,999,000  \n 18%\n\nSilver Spring Asia Holdings Limited(3) \n 7,000,000  \n 6.3%\n\n \n\n(1)\nDalan Vincent Holdings Limited is a company incorporated in the British Virgin Islands. Szu Hao Huang owns 50% of the equity interest in Dalan Vincent Holdings Limited. Yen Hung Liu holds 50% of the equity interest in Dalan Vincent Holdings Limited. According to the acting-in-concert agreement between Szu Hao Huang and Yen Hung Liu dated September 30, 2021, Mr. Huang has the power to direct the voting and disposition of the ordinary shares held by Dalan Vincent Holdings Limited.\n\n \n\n(2)\nShih Han Huang beneficially owns 19,999,000 ordinary shares indirectly through AJRD Holdings Limited, a company incorporated under the laws of the British Virgin Islands and of which Ms. Huang has voting and dispositive control.\n\n \n\n(3)\nHsiao Ling Lee beneficially owns 7,000,000 ordinary shares indirectly through Silver Spring Asia Holdings Limited, a company incorporated under the laws of the British Virgin Islands and of which Ms. Lee has voting and dispositive control.\n\n \n\n31"}