{"url_path":"/sec/cik-0002071489/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2071489/0001493152-26-030051-index.html","accession_number":"0001493152-26-030051","cik":"0002071489","ticker":null,"issuer_name":"Yellowstone Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2071489/0001493152-26-030051-index.html","primary_entity_key":"0002071489","primary_entity_name":"Yellowstone Group Ltd."},"word_count":1514,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nSet\nforth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated\nor chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements\nor understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or\nan officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected\nand have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of\nstockholders and until their successors have been elected and qualified.\n\n \n\n**Name**\n \n**Age**\n \n**Positions\nand Offices**\n\n \n \n \n \n \n\n Jianing\nYang\n \n43\n \nChief\nExecutive Officer, President, Secretary, Treasurer, Director\n\n \n\n**Jianing\nYang - Chief Executive Officer, President, Secretary, Treasurer, Director**\n\n \n\nMs.\nYang has extensive experience in financial consulting and management. She began her career at RSM Australia, where she worked as an Audit\nAssociate from 2006 to 2009 and subsequently as an Audit Senior from 2010 to 2013. From 2014 to 2017, she served as Finance Manager for\nKohler Australia. Between 2018 and 2023, Ms. Yang worked as an independent financial consultant, assisting various small and medium-sized\ncompanies in Australia and New Zealand. Ms. Yang holds a Bachelor of Commerce degree from Massey University in New Zealand, awarded in\n2004, and a Master of Commerce degree from the University of New South Wales in Australia, awarded in 2006.\n\n \n\nIn\nJuly 2024, Ms. Yang founded Yellowstone Group Ltd and currently serves as its Chief Executive Officer, President, Secretary, Treasurer,\nand Director.\n\n \n\n**Corporate\nGovernance**\n\n \n\nThe\nCompany promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable\ndisclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications\nmade by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally\nadopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company\nis not required to do so.\n\n \n\nIn\nlieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning\nthe selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial\nstatements and other services provided by the Company’s independent public accountants. The Board of Directors and the Chief Executive\nOfficer of the Company review the Company’s internal accounting controls, practices and policies.\n\n \n\n**Committees\nof the Board**\n\n \n\nOur\nCompany currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our\nCompany have a written nominating, compensation or audit committee charter. Our Director(s) believe that it is not necessary to have\nsuch committees, at this time, because the Directors can adequately perform the functions of such committees.\n\n \n\n18\n\n \n\n \n\n**Audit\nCommittee Financial Expert**\n\n \n\nOur\nBoard of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”\nas defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term\nis used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)\nof the FINRA Rules.\n\n \n\nWe\nbelieve that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and\nprocedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because\nmanagement believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that\nretaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome\nand is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash\nflows from operations to date.\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nOur\nDirectors and our Officers have not been involved in any of the following events during the past ten years:\n\n \n\n1.\nbankruptcy\npetition filed by or against any business of which such person was a general partner or executive officer either at the time of the\nbankruptcy or within two years prior to that time;\n\n2.\nany\nconviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor\noffenses);\n\n3.\nbeing\nsubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,\npermanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities\nor banking activities; or\n\n4.\nbeing\nfound by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have\nviolated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.\n\n5.\nSuch\nperson was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State\nsecurities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,\nor vacated;\n\n6.\nSuch\nperson was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated\nany Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not\nbeen subsequently reversed, suspended or vacated;\n\n7.\nSuch\nperson was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not\nsubsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities\nlaw or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited\nto, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist\norder, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with\nany business entity; or\n\n8.\n\nSuch\nperson was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory\norganization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section\n1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has\ndisciplinary authority over its members or persons associated with a member.\n\n \n\n**Independence\nof Directors**\n\n \n\nWe\nare not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such\ntime as we are required to do so.\n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nhave not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and\ndetermined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,\nbusiness conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand\nin the future, we may take actions to adopt a formal Code of Ethics.\n\n \n\n**Shareholder\nProposals**\n\n \n\nOur\nCompany does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.\nThe Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little\nassistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum\ncriteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such\nnominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations\nfor election or appointment.\n\n \n\nA\nshareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,\nat the address appearing on the first page of this Information Statement.\n\n \n\n19\n\n \n\n \n\n**SECTION\n16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**\n\n \n\nSection\n16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,\nto file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide\nus with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by\nour officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act,\nwe believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the\nyear ended March 31, 2026."}