{"url_path":"/sec/lgps/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/2040290/0001493152-26-032936-index.html","accession_number":"0001493152-26-032936","cik":"0002040290","ticker":"LGPS","issuer_name":"LOGPROSTYLE INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2040290/0001493152-26-032936-index.html","primary_entity_key":"0002040290","primary_entity_name":"LOGPROSTYLE INC."},"word_count":3241,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n16G. CORPORATE GOVERNANCE**\n\n \n\n**Foreign\nPrivate Issuer Status**\n\n \n\nWe\nare a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”). We intend to rely on the foreign private issuer exemption from certain corporate governance requirements under the NYSE\nAmerican rules. For example:\n\n \n\n \n●\nwe\nare not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;\n\n \n \n \n\n \n●\nfor\ninterim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that\napply to domestic public companies;\n\n \n \n \n\n \n●\nwe\nare not required to provide the same level of disclosure on certain issues, such as executive compensation;\n\n \n \n \n\n \n●\nwe\nare exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;\n\n \n \n \n\n \n●\nwe\nare not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations\nin respect of a security registered under the Exchange Act; and\n\n \n \n \n\n \n●\nour executive officers, directors and principal shareholders are exempt\nfrom the short-swing profit recovery provisions contained in Section 16 of the Exchange Act, and non-executive officer/director principal\nshareholders are exempt from the reporting requirements of Section 16.\n\n \n\nWe\nare required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to\nfinancial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file\nwith or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic\nissuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing\nin a U.S. domestic issuer.\n\n \n\nThe\nNYSE American listing standards provide that a foreign private issuer may follow the practices of its home country, which for us is Japan,\nrather than the NYSE American rules as to certain corporate governance requirements, including the requirement that the issuer have a\nmajority of independent directors, the audit committee, compensation committee, and nominating and corporate governance committee requirements,\nthe requirement to disclose third-party director and nominee compensation, and the requirement to distribute annual and interim reports.\nA foreign private issuer that follows a home country practice in lieu of one or more of the listing rules is required to disclose in\nits annual reports filed with the SEC each requirement that it does not follow and describe the home country practice followed by the\nissuer in lieu of such requirements. We intend to take advantage of these exemptions until such time as we are no longer a foreign private\nissuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.\nWe would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents\nand any of the following three circumstances applies:\n\n \n\n \ni.\nthe\nmajority of our executive officers or directors are U.S. citizens or residents;\n\n \n \n \n\n \nii.\nmore\nthan 50% of our assets are located in the United States; or\n\n \n \n \n\n \niii.\nour\nbusiness is administered principally in the United States.\n\n \n\nIn\nthis annual report, we have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth\ncompany and a foreign private issuer. Accordingly, the information that we provide in this annual report may be different than the information\nyou may receive from other public companies in which you hold equity interests. If some investors find our securities less attractive\nas a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. See\n“Risk Factors—Risks Relating to the Trading Market—Because we are a foreign private issuer and intend\nto take advantage of exemptions from certain NYSE American corporate governance standards applicable to U.S. issuers, you will have less\nprotection than you would have if we were a domestic issuer.”\n\n \n\n**NYSE\nAmerican Standards**\n\n \n\nWe\nare a “foreign private issuer” as defined under the federal securities laws of the United States and the NYSE American listing\nstandards. Under the federal securities laws of the United States, foreign private issuers are subject to different disclosure requirements\nthan U.S.-domiciled public companies. We intend to take all actions necessary for us to maintain our status as a foreign private issuer\nunder the applicable corporate governance requirements of the Sarbanes-Oxley Act, the Exchange Act and other applicable rules adopted\nby the SEC and the NYSE American listing standards. Under the SEC rules and the NYSE American listing standards, a foreign private issuer\nis subject to less stringent corporate governance requirements. Subject to certain exceptions, the SEC and the NYSE American permit a\nforeign private issuer to follow its home country practice in lieu of their respective rules and listing standards. In general, our articles\nof incorporation and the Companies Act govern our corporate affairs.\n\n \n\n92\n\n \n\n \n\nIn\nparticular, as a foreign private issuer, we will follow Japanese law and corporate practice in lieu of the corporate governance provisions\nset out under Part 8 of the NYSE American LLC Company Guide. Of particular note, the following rules under Part 8 of the NYSE American\nLLC Company Guide are exempt from Japanese law requirements:\n\n \n\n \n●\nSection\n802(a) of the NYSE American LLC Company Guide requires that at least a majority of a listed company’s board of directors be\nindependent directors. Under our current corporate structure, the Companies Act does not require a majority of our board of directors\nto be independent directors. Our board of directors is currently comprised of six directors, two of which are considered “independent,”\nas determined in accordance with the applicable sections of the NYSE American LLC Company Guide.\n\n \n \n \n\n \n●\nSection\n803B(2)(a) of the NYSE American LLC Company Guide requires a listed company to have an audit committee composed entirely of not less\nthan three directors, each of whom must be independent. Under Japanese law, a company may have a statutory auditor (referred to as\nthe corporate auditor) or a statutory board of corporate auditors. We have a three-member board of corporate auditors, which will\nmeet the requirements for general exemptions of Rule 10A-3(c)(3) under the Exchange Act. See “Management-Board of Corporate\nAuditors” below for additional information.\n\n \n \n \n\n \n●\nSection\n805(a) of the NYSE American LLC Company Guide requires, among other things, that a listed company’s compensation committee\nbe comprised of at least two members, each of whom is an independent director as defined under such rule. In accordance with generally\naccepted practices for companies listed in Japan (not a requirement under Japanese law), our board of directors has established a\nnominating and compensation committee comprised of at least three directors, a majority of whom are independent directors as qualified\nunder Japanese law (the “Nominating and Compensation Committee”), to advise our board of directors, when consulted, with\nrespect to the compensation of our directors and executive officers. Our board of directors collectively participates in the discussion\nand determination of compensation for our directors and executive officers (subject to the maximum aggregate compensation amount\nresolved by our shareholders meetings) and other compensation-related matters, and the Nominating and Compensation Committee will\nprovide advice on this matter when consulted by the board of directors. In addition, our corporate auditors discuss and determine\nthe compensation of each corporate auditor (subject to the maximum aggregate compensation amount resolved by our shareholders meetings)\nwithout the involvement of our board of directors.\n\n \n \n \n\n \n●\nSection\n804(a) of the NYSE American LLC Company Guide requires that a listed company’s nominating and corporate governance committee\nbe comprised solely of independent directors. In accordance with generally accepted practices for companies listed in Japan (not\na requirement under Japanese law), our board of directors has established the Nominating and Compensation Committee to advise our\nboard of directors, when consulted, with respect to nominees for election or re-election to our board of directors or for appointment\nto fill any vacancy, as well as recommend to our board of directors with respect to the appointment of our executive officers. Our\nboard of directors collectively participates in the nomination process of potential directors and executive officers and oversees\nour corporate governance practices, and the Nominating and Compensation Committee will provide advice for the nomination of directors\nwhen consulted by the board of directors.\n\n \n \n \n\n \n●\nSection\n123 of the NYSE American LLC Company Guide recommends a quorum of at least 33 1∕3% of the shares issued and outstanding and\nentitled to vote and requires that, if less is specified, NYSE American should be consulted before filing the original listing application.\nIn accordance with Japanese law and generally accepted business practices, our articles of incorporation provide that there is no\nquorum requirement for a general resolution of our shareholders. However, under the Companies Act and our articles of incorporation,\na quorum of not less than one-third or more of the total number of voting rights is required in connection with the election of directors,\ncorporate auditors and certain other matters.\n\n \n\nThe\nCompany avails itself of these exemptions. More specifically, the Company does not have a compensation committee or a nominating and\ncorporate governance committee that satisfies the requirements set out under Part 8 of the NYSE American LLC Company Guide. Therefore,\nfor as long as the Company remains a “foreign private issuer,” the Company will not have the same protections afforded to\nshareholders of companies that are subject to all of these corporate governance requirements.\n\n \n\n93\n\n \n\n \n\nAdditionally,\nthe Company avails itself of the “controlled company” exemptions, and intends to continue to do so as long as it meets the\nrequirements for such exemption. The “controlled company” exception to the rules of the NYSE American provides that a company\nof which more than 50% of the voting power is held by an individual, group or another company, a “controlled company,” need\nnot comply with certain requirements of the corporate governance rules of the NYSE American. As of July 13, 2026, Yasuyuki Nozawa controls\napproximately 68.83% of the aggregate voting power of our issued and outstanding Common Shares.  Accordingly, we are a “controlled\ncompany” within the meaning of the corporate governance standards of the NYSE American.\n\n \n\nAs\na “controlled company” (which is a company of which more than 50% of the voting power is held by an individual, group or\nanother company), we may elect not to comply with certain corporate governance standards, including the requirements: (1) that a majority\nof our board of directors consist of independent directors; (2) that our board of directors have a compensation committee that is comprised\nentirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (3) that\nour board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with\na written charter addressing the committee’s purpose and responsibilities. For so long as we qualify as a controlled company, we\nintend to take advantage of these exemptions. Accordingly, our shareholders may not have the same protections afforded to shareholders\nof companies that are subject to 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 the NYSE American and cease to be a “controlled\ncompany” under the rules of the NYSE American and our Common Shares continue to be listed on the NYSE American, the Company’s\nBoard of Directors will take all action necessary to comply with the corporate governance rules of the NYSE American, including, but\nnot limited to, establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in”\nperiod.\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors has the ultimate responsibility for the administration of our affairs. Our board of directors meets no less than once\nevery month. Under the Companies Act and our articles of incorporation, our Company shall have no more than 15 directors on our board\nof directors. Our board of directors is currently comprised of six directors, including two independent directors. Directors are identified\nand recommended by the Nominating and Compensation Committee, nominated at the board level and elected at general meetings of the shareholders.\nThe term of office of any director expires at the close of the ordinary general meeting of shareholders held with respect to the last\nfiscal year ended within two years after such director’s election to office. Our directors may, however, serve any number of consecutive\nterms.\n\n \n\nOur\nboard of directors appoints from among its members one or more representative directors, who serve as head administrator(s) over the\nCompany’s affairs and represent the Company in accordance with the resolutions of our board of directors. Yasuyuki Nozawa, our\nPresident and Chief Executive Officer is our current representative director. Our board of directors may appoint from among its members\na chairman, a president or one or more deputy presidents, senior managing directors, or managing directors.\n\n \n\n**Qualification**\n\n \n\nUnder\nour articles of association, a director is not required to hold any shares in the Company by way of qualification. A director who is\nnot a shareholder of the Company is nevertheless entitled to attend the general meetings.\n\n \n\n**Board\nof Corporate Auditors**\n\n \n\nWith\nrespect to the requirements of Rule 10A-3 under the Exchange Act and Part 8 of the NYSE American LLC Company Guide relating to listed\ncompany audit committees, we chose to rely on exemptions under these rules that are available to foreign private issuers with a board\nof corporate auditors meeting certain requirements. As permitted under the Companies Act, we have elected to structure our corporate\ngovernance system as a company with a separate board of corporate auditors instead of an audit committee of our board of directors. Our\narticles of incorporation provide for no more than three corporate auditors. Under the Companies Act, nomination of corporate auditors\nby the board of directors is subject to the approval of the board of corporate auditors, which also has the right to require the board\nof directors to nominate designated candidates (including the incumbent corporate auditors) for the position of corporate auditors, and\ncorporate auditors are elected at general meetings of shareholders by a majority of shareholders entitled to vote, where a quorum is\nestablished by shareholders holding one-third or more of the voting rights of those who are entitled to vote are present at the shareholders’\nmeeting. The normal term of office of any corporate auditor expires at the close of the annual general meeting of shareholders held with\nrespect to the last fiscal year ended within four years after such corporate auditor’s election to office. Our corporate auditors\nmay, however, serve any number of consecutive terms. Corporate auditors may be removed by a special resolution of a general meeting of\nshareholders.\n\n \n\n94\n\n \n\n \n\nOur\ncorporate auditors are not required to be certified public accountants. Our corporate auditors may not concurrently serve as directors,\nemployees or accounting advisors (kaikei sanyo) of our Company or any of our subsidiaries or serve as corporate officers of our subsidiaries.\nUnder the Companies Act, at least one-half of the corporate auditors of a company must be persons who satisfy the requirements for an\noutside corporate auditor set forth in the Companies Act, and at least one of the corporate auditors must be a full-time corporate auditor.\n\n \n\nThe\nfunction of our board of corporate auditors and each corporate auditor is similar to that of independent directors, including those who\nare members of the audit committee of a U.S. public company. Each corporate auditor has a statutory duty to supervise the administration\nby the directors of our affairs, to examine our financial statements and business reports to be submitted by a representative director\nat the general meetings of shareholders, and to prepare an audit report. Our corporate auditors are obligated to participate in meetings\nof our board of directors and, if necessary, to express their opinion at such meetings, but are not entitled to vote. Our corporate auditors\nmust inspect the proposals, documents and any other materials to be submitted by our board of directors to the shareholders at the shareholders’\nmeeting. If a corporate auditor finds a violation of statutory regulations or our articles of incorporation, or another significant improper\nmatter, such auditor must report those findings to the shareholders at the shareholders’ meeting.\n\n \n\nFurthermore,\nif a corporate auditor believes that a director has engaged in, or is likely to engage in, misconduct or acts that are significantly\nimproper, or that there has been a violation of statutory regulations or our articles of incorporation, the corporate auditor: (i) must\nreport that fact to our board of directors; (ii) can demand that a director convene a meeting of our board of directors; and (iii) if\nno such meeting is convened in response to the demand, can convene the meeting under the corporate auditor’s own authority. If\na director engages in, or is likely to engage in, an activity outside the scope of the objectives of the Company or otherwise in violation\nof laws or regulations or our articles of incorporation, and such act is likely to cause significant damage to the Company, then a corporate\nauditor can demand that the director cease such activity.\n\n \n\nOur\nboard of corporate auditors has a statutory duty to prepare an audit report based on the audit reports issued by the individual corporate\nauditors and, in the case of audit reports related to financial statements, the independent auditors of the Company each year, and submit\nsuch audit reports to a relevant director. A corporate auditor may note an opinion in an audit report issued by our board of corporate\nauditors, if the opinion expressed in such corporate auditor’s individual audit report is different from the opinion expressed\nin the audit report issued by our board of corporate auditors. Our board of corporate auditors is empowered to establish the audit principles,\nthe method of examination by our corporate auditors of our affairs and financial position, and any other matters relating to the performance\nof our corporate auditors’ duties.\n\n \n\nAdditionally,\nour corporate auditors must represent the Company in: (i) any litigation between the Company and a director; (ii) dealing with shareholders’\ndemands seeking a director’s liability to the Company; and (iii) dealing with notices of litigation and settlement in a derivative\nsuit seeking a director’s liability to the Company. A corporate auditor can file court actions relating to the Company within the\nauthority of our corporate auditors, such as an action to nullify the incorporation of the Company, the issuance of shares, or a merger,\nor to cancel a resolution at a shareholders’ meeting.\n\n \n\n**Differences\nin Corporate Governance from NYSE American**\n\n \n\nCompanies\nlisted on the NYSE American must comply with certain standards regarding corporate governance under Part 8 of the NYSE American LLC Company\nGuide. However, listed companies that are foreign private issuers, such as we will be, are permitted to follow home country practice\nin lieu of certain provisions of Part 8 of the NYSE American LLC Company Guide. There are certain significant differences between the\ncorporate governance practices followed by U.S. listed companies under Part 8 of the NYSE American LLC Company Guide and those followed\nby the Company. See Item 6.C., “Board Practices,” including the table showing such significant differences, which table is\nincorporated herein by reference.\n\n \n\n95"}