{"url_path":"/sec/chai/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1649009/0001493152-26-023908-index.html","accession_number":"0001493152-26-023908","cik":"0001649009","ticker":"CHAI","issuer_name":"Core AI Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1649009/0001493152-26-023908-index.html","primary_entity_key":"0001649009","primary_entity_name":"Core AI Holdings, Inc."},"word_count":466,"has_tables":true,"body_markdown":"**ITEM\n16G. CORPORATE GOVERNANCE**\n\n \n\nUnder\nNasdaq rules, we may elect to follow certain corporate governance practices permitted under the laws of Canada, and more\nspecifically, the province of British Columbia, in lieu of compliance with corresponding corporate governance requirements otherwise\nimposed by the Nasdaq Stock Market rules for U.S. domestic issuers.\n\n \n\nIn\naccordance with applicable Canadian law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Stock Market rules,\nwe have elected to follow the provisions under our home country rules, rather than the Nasdaq Stock Market rules, with respect to the\nfollowing requirements:\n\n \n\n \n●\n*Distribution\nof periodic reports to shareholders; proxy solicitation.*As opposed to the Nasdaq Stock Market rules, which require listed issuers\nto make such reports available to shareholders in one of a number of specific manners, our home country rules do not require us to\ndistribute periodic reports directly to shareholders, and the generally accepted business practice is not to distribute such reports\nto shareholders but to make such reports available through a public website. In addition to making such reports available on a public\nwebsite, we currently make our audited financial statements available to our shareholders at our offices and will only mail such\nreports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation\nrules.\n\n \n\n \n●\n*Quorum*.\nWhile the Nasdaq Stock Market rules require that the quorum for purposes of any meeting of the holders of a listed company’s\ncommon voting stock, as specified in a company’s constating documents, be no less than 33 1/3% of the company’s outstanding\ncommon voting stock, under our home country rules, a company is entitled to determine in its articles the number of shareholders\nand percentage of holdings required for a quorum at a shareholders meeting. Our articles provide that a quorum of two or more shareholders\nwho are, or represent by proxy, shareholders holding, in the aggregate, at least 33.33% of the issued shares entitled to be voted\nat the meeting. However, the quorum set forth in our articles with respect to an adjourned meeting consists of one or more shareholders\nentitled to attend and vote at the meeting if the standard required quorum is not present within half an hour from the time set for\nthe holding of such adjourned meeting.\n\n \n\n \n●\n*Majority\nIndependent Directors*. The corporate governance practice in our home country does not require a majority of our board to consist\nof independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board\nmembers will be exercising independent judgment and the level of board oversight on the management of our company may decrease as\na result. Currently, however, our board consists of a majority of independent directors."}