{"url_path":"/sec/wyhg/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 DESCRIPTION OF SECURITIES OTHER THAN","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1999860/0001213900-26-056618-index.html","accession_number":"0001213900-26-056618","cik":"0001999860","ticker":"WYHG","issuer_name":"Wing Yip Food Holdings Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1999860/0001213900-26-056618-index.html","primary_entity_key":"0001999860","primary_entity_name":"Wing Yip Food Holdings Group Ltd"},"word_count":1135,"has_tables":true,"body_markdown":"**Item 12. DESCRIPTION OF SECURITIES OTHER THAN\nEQUITY SECURITIES**\n\n** **\n\nA. Debt Securities\n\n \n\nNot applicable.\n\n \n\nB. Warrants and Rights\n\n \n\nNot applicable.\n\n \n\nC. Other Securities\n\n \n\nNot applicable.\n\n \n\nD. American Depositary Shares\n\n \n\nDeutsche Bank Trust Company Americas, as depositary,\nregisters and delivers the ADSs. One ADS represents ownership of one share, deposited with Deutsche Bank AG, Seoul Branch, as custodian\nfor the depositary. Each ADS also represents ownership of any other securities, cash or other property which may be held by the depositary.\nThe depositary’s corporate trust office at which the ADSs are administered is located at 1 Columbus Circle, New York, NY 10019,\nUSA. The principal executive office of the depositary is located at 1 Columbus Circle, New York, NY 10019, USA.\n\n \n\nThe form of deposit agreement for the ADSs and\nthe form of ADRs that represents an ADS have been incorporated by reference as exhibits to this annual report. \n\n** **\n\n110\n\n \n\n \n\n**Fees and Expenses**\n\n \n\nAs an ADS holder, you will be required to pay\nthe following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses,\ntaxes and other governmental charges payable on the deposited securities represented by any of your ADSs):\n\n \n\n**Service**\n \n**Fees**\n\n●\nTo any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash)\n \nUp to US$0.05 per ADS issued\n\n \n \n \n \n\n●\nCancellation of ADSs, including the case of termination of the deposit agreement\n \nUp to US$0.05 per ADS cancelled\n\n \n \n \n \n\n●\nDistribution of cash dividends\n \nUp to US$0.05 per ADS held\n\n \n \n \n \n\n●\nDistribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements\n \nUp to US$0.05 per ADS held\n\n \n \n \n \n\n●\nDistribution of ADSs pursuant to exercise of rights.\n \nUp to US$0.05 per ADS held\n\n \n \n \n \n\n●\nDistribution of securities other than ADSs or rights to purchase additional ADSs\n \nUp to US$0.05 per ADS held\n\n \n \n \n \n\n●\nDepositary services\n \nUp to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank\n\n \n\nAs an ADS holder, you will also be responsible\nfor paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable\nfees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) such as:\n\n \n\n \n●\nFees for the transfer and registration of Ordinary Shares charged by the registrar and transfer agent for the Ordinary Shares in Hong Kong (i.e., upon deposit and withdrawal of Ordinary Shares).\n\n \n\n \n●\nExpenses incurred for converting foreign currency into U.S. dollars.\n\n \n\n \n●\nExpenses for cable, telex and fax transmissions and for delivery of securities.\n\n \n\n \n●\nTaxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when Ordinary Shares are deposited or withdrawn from deposit).\n\n \n\n \n●\nFees and expenses incurred in connection with the delivery or servicing of Ordinary Shares on deposit.\n\n \n\n \n●\nFees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to Ordinary Shares, deposited securities, ADSs and ADRs.\n\n \n\n \n●\nAny applicable fees and penalties thereon.\n\n \n\nThe depositary fees payable upon the issuance\nand cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued\nADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation.\nThe brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities\nto ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable\nADS record date.\n\n \n\n111\n\n \n\n \n\nThe depositary fees payable for cash distributions\nare generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case\nof distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS record date\nholders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated\nin direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage\nand custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is\nthe registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians\nwho hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary\nbanks.\n\n \n\nIn the event of refusal to pay the depositary\nfees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may\nset off the amount of the depositary fees from any distribution to be made to the ADS holder.\n\n \n\nThe depositary may make payments to us or reimburse\nus for certain costs and expenses, by making available a portion of the ADS fees collected in respect of the ADR program or otherwise,\nupon such terms and conditions as we and the depositary bank agree from time to time.\n\n** **\n\n**Payment of Taxes**\n\n \n\nYou will be responsible for any taxes or other\ngovernmental charges payable, or which become payable, on your ADSs or on the deposited securities represented by any of your ADSs. The\ndepositary may refuse to register or transfer your ADSs or allow you to withdraw the deposited securities represented by your ADSs until\nsuch taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any\ntaxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce\nthe number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes.\nYou agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors, employees and affiliates\nfor, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising\nfrom any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for you. Your obligations under this paragraph\nshall survive any transfer of ADRs, any surrender of ADRs and withdrawal of deposited securities or the termination of the deposit agreement.\n\n \n\n112\n\n \n\n** **\n\n**Part II**"}