{"url_path":"/sec/gibow/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/2034520/0001493152-26-023628-index.html","accession_number":"0001493152-26-023628","cik":"0002034520","ticker":"GIBO","issuer_name":"GIBO HOLDINGS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034520/0001493152-26-023628-index.html","primary_entity_key":"0002034520","primary_entity_name":"GIBO HOLDINGS Ltd"},"word_count":400,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n16G. CORPORATE GOVERNANCE**\n\n \n\nWe\nare a “foreign private issuer,” as defined in the Exchange Act. Nasdaq market rules permit a foreign private issuer like\nus to follow the corporate governance practices of our home country, the Cayman Islands, in lieu of the corporate governance standards\nof Nasdaq applicable to U.S. domestic companies. Certain corporate governance practices in the Cayman Islands may differ significantly\nfrom Nasdaq corporate governance listing standards applicable to domestic U.S. companies.\n\n \n\nFor\nexample, among other things, we are not required to: (i) have a majority-independent board of directors; (ii) have a compensation committee\nconsisting of independent directors; (iii) have a nominating committee consisting of independent directors; (iv) have regularly scheduled\nexecutive sessions with only independent directors each year; or (v) obtain shareholder approval prior to the issuance of additional\ncircumstances in accordance with Rule 5635 of the Nasdaq Stock Market Rules.\n\n \n\nWe\nhave relied on certain exemptions offered to foreign private issuers under Nasdaq Stock Market Rules, including with respect to\nannual meetings and the requirement to receive shareholder approval prior to the issuance of additional shares in certain\ncircumstances. We may also follow the home country practice for certain other corporate governance practices in the future, which\nmay differ from the requirements of the Nasdaq corporate governance listing standards.\n\n \n\nAs\na foreign private issuer, (i) we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements\nto shareholders, (ii) our executive officers and directors are exempt from the short-swing rules contained in Section 16 of the Exchange\nAct, and (iii) our principal shareholders are exempt from the reporting and short-swing rules contained in Section 16 of the Exchange\nAct. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently\nor as promptly as U.S. companies whose securities are registered under the Exchange Act. We may utilize these exemptions for as long\nas we continue to qualify as a foreign private issuer.\n\n \n\nAs\na result of the foregoing, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate\ngovernance listing standards applicable to U.S. domestic issuers. Other than the home country practice described above, we are not\naware of any significant differences between our corporate governance practices and those followed by U.S. domestic companies under\nthe Nasdaq corporate governance listing standards."}