{"url_path":"/sec/efty/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2058349/0001213900-26-056086-index.html","accession_number":"0001213900-26-056086","cik":"0002058349","ticker":"EFTY","issuer_name":"ETOILES CAPITAL GROUP CO., LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/2058349/0001213900-26-056086-index.html","primary_entity_key":"0002058349","primary_entity_name":"ETOILES CAPITAL GROUP CO., LTD"},"word_count":598,"has_tables":true,"body_markdown":"**Item\n16G. Corporate Governance**\n\n \n\nAs a company listed on the Nasdaq Capital Market,\nwe are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like\nus to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which\nis our home country, may differ significantly from the Nasdaq corporate governance listing standards.\n\n \n\nCurrently, we do not plan to rely on home country\npractice with respect to our corporate governance. However, to the extent we choose to follow home country practice in the future, our\nshareholders may be afforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable\nto U.S. domestic issuers. See “Item 3. Key Information — 3.D. Risk Factors —Risks Related to Our Ordinary Shares— *As\na foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ\nsignificantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they\nwould enjoy if we complied fully with corporate governance listing standards.*”\n\n \n\nThe “controlled company” exception to Nasdaq’s rules\nprovides that a company of which more than 50% of the voting power is held by an individual, group or another company, a “controlled\ncompany” need not comply with certain requirements of Nasdaq’s corporate governance rules. As of the date of this annual report,\nour Controlling Shareholder is the beneficial owners of an aggregate of 10,287,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary\nShares, respectively, which will represent an aggregate of 92.59% of the total voting power, among which 15.80% of the voting power stem\nfrom its 10,287,000 Class A Ordinary Shares and 76.79% of the voting power stem from its 5,000,000 Class B Ordinary Shares.  Accordingly,\nwe are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under Nasdaq rules, a “controlled\ncompany” may elect not to comply with certain Nasdaq corporate governance requirements.\n\n \n\nAs a “controlled company,” we may\nelect not to comply with certain corporate governance standards, including that a majority of our board of directors consist of independent\ndirectors. For so long as we qualify as a controlled company, we may take advantage of these exemptions. Accordingly, our shareholders\nmay not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements.\n\n \n\nIn the event that we cease to be a “foreign\nprivate issuer” under the rules of Nasdaq and cease to be a “controlled company” and our Ordinary Shares continue to\nbe listed on Nasdaq, the Company’s Board of Directors will take all action necessary to comply with the corporate governance rules\nof Nasdaq, including but not limited to, establishing certain committees composed entirely of independent directors, subject to a permitted\n“phase-in” period.\n\n \n\nNotwithstanding the Company’s status as\na foreign private issuer or a controlled company, the Company will remain subject to the corporate governance standard of Nasdaq that\nrequires the Company to have an audit committee with at least three independent directors as well as composed entirely of independent\ndirectors. For purposes of the audit committee composition requirements, we must have at least one independent director on our audit\ncommittee at the time of listing, at least two independent directors within 90 days of listing and at least three independent directors\nwithin one year of listing, where at least one of the independent directors qualifies as an audit committee financial expert under SEC\nrules and as a financially sophisticated audit committee member under the Nasdaq rule."}