{"url_path":"/sec/fchl/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/2023796/0001493152-26-023516-index.html","accession_number":"0001493152-26-023516","cik":"0002023796","ticker":"FCHL","issuer_name":"Fitness Champs Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","primary_entity_key":"0002023796","primary_entity_name":"Fitness Champs Holdings Ltd"},"word_count":572,"has_tables":true,"body_markdown":"**Item\n16G. Corporate Governance**\n\n \n\nAs\na company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules\npermit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance\npractices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.\n\n \n\nCurrently,\nwe do not plan to rely on home country practice with respect to our corporate governance. However, to the extent we choose to follow\nhome country practice in the future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate\ngovernance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information — 3.D. Risk Factors —Risks\nRelated to Our Ordinary Shares— *As a foreign private issuer, we are permitted to adopt certain home country practices in relation\nto corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford\nless protection to shareholders than they would enjoy if we complied fully with corporate governance listing standards.*”\n\n \n\nThe\n“controlled company” exception to Nasdaq’s rules provides that a company of which more than 50% of the voting power\nis held by an individual, group or another company, a “controlled company” need not comply with certain requirements of Nasdaq’s\ncorporate governance rules. As of the date of this annual report, Big Treasure Investments Limited, our Controlling Shareholder, which\nis 100% owned by Ms. Joyce Lee Jue Hui, (Chair of the Board of Directors, Executive Director, chief executive officer), beneficially\nowns the majority of our outstanding Ordinary Shares. Accordingly, we are a “controlled company” within the meaning of the\ncorporate governance standards of Nasdaq. Under Nasdaq rules, a “controlled company” may elect not to comply with certain\nNasdaq corporate governance requirements.\n\n \n\nAs\na “controlled company,” we may elect not to comply with certain corporate governance standards, including that a majority\nof our board of directors consist of independent directors. For so long as we qualify as a controlled company, we may take advantage\nof these exemptions. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject\nto all of these corporate governance requirements.\n\n \n\nIn\nthe event that we cease to be a “foreign private issuer” under the rules of Nasdaq and cease to be a “controlled company”\nand our Ordinary Shares continue to be listed on Nasdaq, the Company’s Board of Directors will take all action necessary to comply\nwith the corporate governance rules of Nasdaq, including but not limited to, establishing certain committees composed entirely of independent\ndirectors, subject to a permitted “phase-in” period.\n\n \n\nNotwithstanding\nthe Company’s status as a foreign private issuer or a controlled company, the Company will remain subject to the corporate governance\nstandard of Nasdaq that requires the Company to have an audit committee with at least three independent directors as well as composed\nentirely of independent directors. For purposes of the audit committee composition requirements, we must have at least one independent\ndirector on our audit committee at the time of listing, at least two independent directors within 90 days of listing and at least three\nindependent directors within one year of listing, where at least one of the independent directors qualifies as an audit committee financial\nexpert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq rule.\n\n \n\n70"}