GD Culture Group Ltd

The Board has declared advisable and is submitting for stockholder approval, a proposal to approve to approve a reverse stock split of the authorized and unauthorized capital stock of the Company, at a ratio ranging between 1-for-2 and 1-for-250, with the exact ratio to be determined by the Board in its sole discretion, to be effected at any time prior to the one-year anniversary of the date of approval of this resolution.

General

The Board believes that it is in the best interest of the Company and the stockholders, and is hereby soliciting stockholder approval, to approve giving the Board discretion to effect a reverse stock split of the Company’s authorized and issued shares of capital stock, at a ratio of ranging between 1-for-2 and 1-for-250 (the “Reverse Stock Split”), with the exact ratio to be determined by the Board in its sole discretion, to be effected at any time prior to the one-year anniversary of the date of approval of this resolution (the “Effective Date”).

The approval of the Reverse Stock Split requires the affirmative vote of a majority of the votes cast at the Annual Meeting. If the Company’s stockholders approve this proposal, the Board will have authority to implement the Reverse Stock Split at any time after the approval of the Reverse Stock Split and before the one-year anniversary of the date of approval of this resolution, at a ratio to be determined by the Board in its sole discretion (such ratio being no less than 1-for-2 and no greater than 1-for-250).

The exact ratio to be chosen by the Board will be determined as to what is in the best interests of the Company, as the Board expects that it will increase the trading price of the Common Stock.

The Reverse Stock Split will be implemented simultaneously for all authorized, issued and outstanding shares. The Reverse Stock Split will affect all stockholders uniformly and will have no effect on the proportionate holdings of any individual stockholder, with the exception of adjustments related to the treatment of fractional shares (see below under the subheading “Fractional Shares”).

If the Reverse Stock Split proposal is approved by stockholders at the Annual Meeting, the Board will not be obligated to effect the Reverse Stock Split and the Board may decide not to effect the Reverse Stock Split.

Registration and Trading of the Common Stock

The Reverse Stock Split will not affect the registration of the Common Stock or the Company’s obligation to publicly file financial and other information with the U.S. Securities and Exchange Commission (the “SEC”). When the Reverse Stock Split is implemented, the Common Stock will begin trading on a post-split basis on the Effective Date that the Company announces by press release. In connection with the Reverse Stock Split, the CUSIP number of the Common Stock (which is an identifier used by participants in the securities industry to identify the Common Stock) will change.

Fractional Shares

No fractional shares will be issued to any stockholders in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split shall be rounded up such that each stockholder will be entitled to receive one share of Common Stock in lieu of the fractional share that would have resulted from the Reverse Stock Split.

Authorized Share Capital

At the time the Reverse Stock Split is effective, the Company’s authorized share capital will be consolidated at the same ratio meaning there will be a reduction in the authorized share capital of the Company by a factor of between 2 and 250 (as set out above under the subheading “General”).

Street Name Holders of Shares of Common Stock

The Company intends for the Reverse Stock Split to treat stockholders holding shares of Common Stock in street name through a nominee (such as a bank or broker) in the same manner as stockholders whose shares are registered in their names. Nominees will be instructed to effect the Reverse Stock Split for their beneficial holders. However, nominees may have different procedures. Accordingly, stockholders holding shares of Common Stock in street name should contact their nominees.

Share Certificates

Mandatory surrender of certificates is not required by the Company’s stockholders. The Company’s transfer agent will adjust the record books of the Company to reflect the Reverse Stock Split as of the Effective Date. New certificates will not be mailed to stockholders.

No appraisal rights are available under the Nevada Revised Statutes or under our Articles of Incorporation, or our Bylaws, as amended, with respect to Proposal 4.

Our officers and directors do not have a direct interest in in this proposal.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve Proposal 4.