{"url_path":"/sec/elre/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":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1438461/0001640334-26-001178-index.html","accession_number":"0001640334-26-001178","cik":"0001438461","ticker":"ELRE","issuer_name":"Yinfu Gold Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1438461/0001640334-26-001178-index.html","primary_entity_key":"0001438461","primary_entity_name":"Yinfu Gold Corp."},"word_count":2039,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance**\n\n \n\nEffective May 19, 2025, the Company has accepted the resignation of Mr. Jiang Libin from his position as President, CEO, CFO, the Chairman of the Board of Directors, Treasurer, Secretary and as a Director of the Company. Mr. Jiang Libin has served on the Board since December 12, 2015. The Company sincerely thanks Jiang Libin for his loyal service.\n\n \n\nAlso effective May 19, 2025, the Company announced the appointment of Mr. Zhang Hong as the President, CEO, CFO, the Chairman of the Board of Directors, Treasurer, Secretary. Since December 12, 2015, he has served as the director of the Company.\n\n \n\nAll directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of the Company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are as follows:\n\n \n\n**Name**\n\n \n\n**Position Held with the Company**\n\n \n\n**Age**\n\n \n\n**Date First Elected or Appointed**\n\nZhang, Hong\n\n \n\nPresident, Director, Chairman of the Board, Chief Executive Officer, Chief Finance Officer, Secretary, Treasurer, and Interim Chief Financial Officer.\n\n \n\n63\n\n \n\nMay 19, 2025\n\nZhang, Hong\n\n \n\nDirector\n\n \n\n63\n\n \n\nDecember 12, 2015\n\n \n\n**Background of Officers and Directors**\n\n \n\n*Zhang Hong: President and Director*\n\n \n\nMr. Zhang Hong has rich experience in enterprise management and operations, he once served as General Manager of Shenzhen Peizheng Pharmaceutical Co., Ltd., General Manager of Guangxi Guiran Energy Co., Ltd. and Chairman of Shenzhen Jiazhan Energy Investment Co., Ltd. Now, he is the Executive Director & President of the Investment Department of Yinfu Gold Corporation. Over these years, he has been studying the development and current situation of the domestic and overseas financial systems. He has rich practical experience in team building, project operation and investment management. He is always enthusiastic about the public welfare and charity, and has been funding poor students and orphans for a long time. He is also the director and General Affair of Lions Clubs International, has planned and organized several large-scale charity activities in cooperation with domestic and foreign charities.\n\n \n\n \n\n26\n\n*Table of Contents*\n\n  \n\n**Employment Agreements**\n\n \n\nWe will be entering into employment agreements with each of our executive officers. Pursuant to employment agreements, we will agree to employ each of our executive officers for a specified time period, which may be renewed upon both parties’ agreement 30 days before the end of the current employment term. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive officer may terminate his or her employment at any time with a one-month prior written notice. Each executive officer has agreed to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.\n\n \n\nMr. Zhang Hong\n\n \n\nOn April 30, 2025,  we entered in an offer letter with Mr. Zhang Hong (the “Zhang Offer Letter”) to serve as the President, Chairman of the board, Chief executive officer, Chief Finance officer and Treasurer from May 19, 2025.We agreed to pay Mr. Zhang Hong an monthly salary of 5,000 as well as the reimbursement of all expenses incurred by Mr. Zhang Hong while performing work for the Company.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships between any of our directors and executive officers.\n\n \n\n**Potential Conflicts of Interest**\n\n \n\nWe are not aware of any conflicts of interest with our directors and officers.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nNone of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:\n\n \n\n1.\n\nA petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;\n\n \n\n \n\n2.\n\nSuch person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n \n\n \n\n3.\n\nSuch person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:\n\n \n\n \n\n \n\ni.\n\nActing as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity\n\n \n\n \n\n \n\n \n\nii.\n\nEngaging in any type of business practice; or\n\n \n\n \n\n \n\n \n\niii.\n\nEngaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;\n\n \n\n4.\n\nSuch person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;\n\n \n\n \n\n5.\n\nSuch person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;\n\n \n\n \n\n6.\n\nSuch person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;\n\n \n\n \n\n27\n\n*Table of Contents*\n\n  \n\n7.\n\nSuch person was 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, relating to an alleged violation of:\n\n \n\n \n\ni.\n\nAny Federal or State securities or commodities law or regulation; or\n\n \n\n \n\n \n\n \n\nii.\n\nAny 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\n\n \n\n \n\n \n\n \n\niii.\n\nAny law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or\n\n \n\n8.\n\nSuch person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (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 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.\n\n \n\nCompliance with Section 16(a) of the Exchange Act\n\n \n\nThe Company’s common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.\n\n \n\n**Code of Ethics**\n\n \n\nWe have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our Company’s officers including our President, Chief Executive Officer and Chief Financial Officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:\n\n \n\n \n\n1.\n\nhonest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;\n\n \n\n \n\n \n\n \n\n2.\n\nfull, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;\n\n \n\n \n\n \n\n \n\n3.\n\ncompliance with applicable governmental laws, rules and regulations;\n\n \n\n \n\n \n\n \n\n4.\n\nthe prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and\n\n \n\n \n\n \n\n \n\n5.\n\naccountability for adherence to the Code of Business Conduct and Ethics.\n\n \n\nOur Code of Business Conduct and Ethics requires, among other things, that all of our company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.\n\n \n\nIn addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our Company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our Company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.\n\n \n\nThe Company will provide to any person, without charge and upon request, a copy of the code of ethics. Any such request must be made in writing to the Company at Suite 1608, Foreign Trade Group Mansion, Dongmen Street, Luohu District, Shenzhen, China 518000.\n\n \n\n \n\n28\n\n*Table of Contents*\n\n  \n\n**Board and Committee Meetings**\n\n \n\nOur board of directors currently consists of one member, Zhang Hong. The Board held no formal meetings during the year ended March 31, 2026. Until the Company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Wyoming General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.\n\n \n\n**Nomination Process**\n\n \n\nAs of March 31, 2026, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.\n\n \n\n**Audit Committee**\n\n \n\nCurrently the Company is developing a comprehensive Board of Directors and does not have an Audit Committee. The Company intends to appoint audit, compensation and other applicable committee members as it appoints individuals with pertinent expertise.\n\n \n\n**Audit Committee Financial Expert**\n\n \n\nOur board of directors does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K."}