Committee Composition

Marwynn Holdings, Inc. is “controlled company” as defined under Nasdaq Stock Market Rules because its Chief Executive Officer controls more than 50% of the Company’s voting rights. For so long as MarWynn Holdings, Inc. remains a “controlled company” under that definition, it is permitted to elect and rely on certain exemptions from corporate governance rules, including: an exemption from the rule that a majority of board members must be independent directors; an exemption from the rule that the compensation of its Chief Executive Officer must be determined or recommended solely by independent directors; and an exemption from the rule that its director nominees must be selected or recommended solely by independent directors.