{"url_path":"/sec/huya/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G **CORPORATE GOVERNANCE","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1728190/0001104659-26-048944-index.html","accession_number":"0001104659-26-048944","cik":"0001728190","ticker":"HUYA","issuer_name":"HUYA Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1728190/0001104659-26-048944-index.html","primary_entity_key":"0001728190","primary_entity_name":"HUYA Inc."},"word_count":497,"has_tables":true,"body_markdown":"**ITEM 16G.**CORPORATE GOVERNANCE\n\nAs a Cayman Islands exempted company listed on the NYSE, we are subject to the NYSE Listed Company Manual corporate governance listing standards. We are a “controlled company” as defined under the NYSE Listed Company Manual because Tencent beneficially owns more than 50% of our total voting power. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including:\n\n●an exemption from the rule that a majority of our board of directors must be independent directors;\n\n●the requirement that the compensation committee be composed entirely of independent directors; and\n\n●the requirement that the nominating committee be composed entirely of independent directors.\n\nOur board of directors is not composed of a majority of independent directors. Furthermore, not all members of our compensation committee and our nominating and corporate governance committee are independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.\n\n157\n\n[Table of Contents](#TOC)\n\nThe NYSE Listed Company Manual permits a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE Listed Company Manual. We follow home country practice and have a two-member audit committee, in lieu of the requirement of NYSE Listed Company Manual Section 303A.07 to have an audit committee with at least three members. Additionally, Section 303A.08 of the NYSE Listed Company Manual requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions. Pursuant to the exception granted to foreign private issuers under Section 303A.00 of the NYSE Listed Company Manual, we have followed our home country practice in this regard and did not seek shareholders’ approval when we approved the 2024 Share Incentive Plan. Furthermore, Section 303A.12(a) of the NYSE Listed Company Manual requires each listed company’s chief executive officer to certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. We are a Cayman Islands company, and our acting chief executive officer is not required under applicable Cayman Islands law to make such a certification. Pursuant to the exception granted to foreign private issuers under Section 303A.00 of the NYSE Listed Company Manual, we have followed our home country practice in this regard and have not in the past submitted the certification set forth in Section 303A.12(a) of the NYSE Listed Company Manual. In addition, Section 302.00 of the NYSE Listed Company Manual requires that we must hold an annual general meeting of shareholders during each fiscal year. We have followed our home country practice in lieu of the provisions of Section 302 and did not hold an annual general meeting of shareholders in 2025."}