Baosheng Media Group Holdings Ltd
For the period ended Aug 27, 2026. Filed Aug 27, 2026.
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Aug 27, 2026 · Filed Aug 27, 2026
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EX-99.1 · PROPOSAL TWO
PROPOSAL TWO
**BY SPECIAL RESOLUTION, TO APPROVE THE RE-DESIGNATION AND RE-CLASSIFICATION OF THE AUTHORIZED AND ISSUED SHARE CAPITAL OF THE COMPANY
(ITEM 2 ON THE PROXY CARD)
The Board of Directors has recommended that the shareholders of the Company approve, by special resolution, that subject to the Increase of Share Capital being effected under Proposal One, the authorized and issued share capital of the Company be re-designated and re-classified into two (2) new classes of shares (the “Re-designation and Re-classification”) as follows:
| (a) | 9,900,000,000 ordinary shares of a nominal or par value of US$0.0096 each in the authorized share capital will be re-designated and re-classified as 9,900,000,000 class A ordinary shares of a par value of US$0.0096 each of the Company (the “Class A Ordinary Shares”); |
|---|---|
| (b) | 100,000,000 ordinary shares of a nominal or par value of US$0.0096 each in the authorized share capital will be re-designated and re-classified as 100,000,000 class B ordinary shares of a par value of US$0.0096 each of the Company (the “Class B Ordinary Shares”); |
| (c) | the authorized share capital of the Company will become US$96,000,000 divided into 10,000,000,000 shares comprising (i) 9,900,000,000 Class A ordinary shares of a par value of US$0.0096 each and (ii) 100,000,000 Class B ordinary shares of a par value of US$0.0096 each (the “Change of Authorized Share Capital”); |
| (d) | the 1,623,750 issued and outstanding ordinary shares of the Company currently held by ANRUITAI INVESTMENT LIMITED will be re-designated as Class B Ordinary Shares, and the remaining 31,746,065 issued and outstanding ordinary shares of the Company will be re-designated as Class A Ordinary Shares; and |
| (e) | the 98,376,250 unissued ordinary shares will be re-designated as Class B Ordinary Shares, and the 9,868,253,935 unissued ordinary shares of the Company will be re-designated as Class A Ordinary Shares. |
This Proposal requires the affirmative (“FOR”) vote of at least two-thirds (2/3) of votes cast by holders of shares present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting. Unless otherwise instructed on the proxy card or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will have no effect on the outcome of this proposal, although they will be counted for purposes of determining whether a quorum present.
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