AIRNET TECHNOLOGY INC.

ARTICLES AMENDMENT PROPOSAL

The Board deemed advisable, subject to the approval and implementation of the Share Capital Amendment, Reverse Share Split and Share Consolidation, and the approval of the Name Change, and is recommending that our shareholders pass a special resolution to approve and adopt the Third Amended and Restated Memorandum and Articles of Association of the Company (a copy of which is attached to this proxy statement as Appendix A, subject to adjustment solely in respect of the final Approved Consolidation Ratio) to reflect the alteration of the share capital as a result of the Share Capital Amendment, Reverse Share Split and Share Consolidation and the Name Change if and to the extent effected, in substitution for and to the exclusion of, the second amended and restated memorandum and articles of association of the Company in effect immediately prior to effectiveness of the Share Capital Amendment, Reverse Share Split and Share Consolidation and the Name Change (the “Amended M&A”).

A draft form of the Amended M&A is attached to this notice as Appendix A. The draft form of the Amended M&A assumes that the shareholders have approved the Share Capital Amendment, the Name Change, the Reverse Share Split and Share Consolidation, and that the Board will implement the Reverse Share Split and Share Consolidation at an Approved Consolidation Ratio of 1:100 and remains subject to (i) shareholders approving Proposal 1, Proposal 2, and Proposal 3 and to the final Approved Consolidation Ratio to be determined by the Board (in its discretion).