{"url_path":"/sec/wyhg/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","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":678,"has_tables":true,"body_markdown":"**Item 16G. CORPORATE GOVERNANCE**\n\n \n\nAs a Hong Kong company listed on the Nasdaq Capital\nMarket, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like\nus to follow the corporate governance practices of its home country. Certain corporate governance practices in Hong Kong, which is our\nhome country, may differ significantly from the Nasdaq corporate governance listing standards.\n\n \n\n115\n\n \n\n \n\nNasdaq Listing Rule 5620(a) generally provides that companies listing\ncommon stock or voting preferred stock, and their equivalents, on NASDAQ are required to hold an annual meeting of shareholders no later\nthan one year after the end of the company’s fiscal year-end, unless such company is a limited partnership that meets certain requirements.\nNotwithstanding this general requirement, Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country\npractice rather than these shareholder approval requirements. A Hong Kong company is required to have annual general meetings in respect\nof each financial year, to be held within 6 months after the end of its accounting reference period, unless (i) everything that is required\nto be done at the meeting is done by a written resolution and copies of the documents required to be laid or produced at the meeting are\nprovided to each member of the company on or before the circulation date of the written resolution; (ii) the company is a single member\ncompany; (iii) the company has dispensed with the holding of annual general meetings by a written resolution or a resolution at a general\nmeeting passed by all members under section 613 of the Companies Ordinance (Cap. 622) (in which case the company is required to deliver\na copy of the resolution to the Registrar of Companies within 15 days after it has been passed); or (iv) the company is a dormant company.\n\n \n\nNasdaq Listing Rule 5635 generally provides that\nshareholder approval is required of U.S. domestic companies listed on Nasdaq prior to issuance (or potential issuance) of securities (i)\nequaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value (ii) resulting\nin a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or\nmaterially amended or other equity compensation arrangement made or materially amended. Notwithstanding this general requirement, Nasdaq\nListing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice rather than these shareholder approval\nrequirements. Hong Kong does not require shareholder approval prior to any of the foregoing types of issuances. We, therefore, are not\nrequired to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described\nabove. We intend to comply with the requirements of Nasdaq listing rules in determining whether shareholder approval is required on such\nmatters. We may, however, consider following home country practice in lieu of the requirements under Nasdaq listing rules with respect\nto certain corporate governance standards which may afford less protection to investors.\n\n \n\nNasdaq Listing Rule 5605(b)(1) requires listed\ncompanies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted\nto, and we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country,\nHong Kong, does not require a majority of our board to consist of independent directors. Currently, a majority of our board members are\nindependent. However, if we change our board composition such that independent directors do not constitute a majority of our board of\ndirectors, our shareholders may be afforded less protection than they would otherwise enjoy under Nasdaq’s corporate governance\nrequirements applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our\nOrdinary Shares and the Trading Market—Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance\nstandards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.”"}