{"url_path":"/sec/tc/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1743340/0001213900-26-053942-index.html","accession_number":"0001213900-26-053942","cik":"0001743340","ticker":"TC","issuer_name":"Token Cat Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1743340/0001213900-26-053942-index.html","primary_entity_key":"0001743340","primary_entity_name":"Token Cat Ltd"},"word_count":457,"has_tables":true,"body_markdown":"**ITEM\n16G. CORPORATE GOVERNANCE**\n\n \n\nAs\na Cayman Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq Capital Market corporate governance listing\nstandards. However, Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices\nof its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly\nfrom the Nasdaq Capital Market corporate governance listing standards. We intend to follow the following home country practices in lieu\nof the Nasdaq Listing Rules as follows:\n\n \n\n \n●\nNasdaq\nListing Rule 5605(b)(1) requires listed companies to have, among other things, a majority of its board members be independent. As\na foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements,\nor we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country,\nthe Cayman Islands, does not require a majority of our board to consist of independent directors. Currently, a majority of our board\nmembers are independent.\n\n \n\n \n●\nWe\ndo not intend to follow Nasdaq’s requirements regarding holding an annual meeting of shareholders, or regarding shareholder\napproval for certain issuances of securities under Nasdaq Listing Rule 5635. Under our Memorandum and Articles of Association, our\nboard of directors is authorized to issue securities including in connection with certain events such as the acquisition of shares\nor assets of another company, the establishment of or amendments to equity-based compensation plans for employees, a change of control\nof us, rights issues at or below market price, certain private placements and issuance of convertible notes, and the issuance of\n20% or more of our outstanding ordinary shares.\n\n \n\nOther\nthan those described above, there are no significant differences between our corporate governance practices and those followed by U.S.\ndomestic companies under Nasdaq Capital Market corporate governance listing standards. We may in the future decide to use the foreign\nprivate issuer exemption with respect to some or all the other Nasdaq corporate governance rules. As a result, our shareholders may be\nafforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic\nissuers. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.\n\n \n\nSee\n“Item 3. Key Information-D. Risk Factors-Risks Related to Our Ordinary Shares and ADSs-As a company incorporated in the Cayman\nIslands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly\nfrom Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy\nif we complied fully with Nasdaq corporate governance listing standards.”"}