DDC Enterprise Ltd

THE REVERSE SHARE SPLIT PROPOSAL

Our Board of Directors, is seeking the shareholders’ approval to effect the proposed reverse share split (the “Reverse Share Split”) of the Company’s issued and unissued Class A ordinary shares, on a basis ranging from no reverse share split up to a ratio of one-for-ten (1:10) (“Approved Ratio”), with the final Approved Ratio and effective date to be determined by the Board, such that the number of authorized and issued Class A Ordinary Shares is decreased by the Approved Ratio, with the par value per Class A Ordinary Share increased by the Approved Ratio.

Purpose of, and reasons for, the Reverse Share Split. The Board of Directors is seeking this authorization principally in response to recent and proposed changes to the continued listing standards of NYSE American relating to low-priced securities. NYSE American has filed a proposed rule change with the U.S. Securities and Exchange Commission (File No. SR-NYSEAMER-2025-72) that, if approved, would amend Section 1003(f)(v) of the NYSE American Company Guide to provide that, if the closing price of a listed security is less than $0.25 per share (the “Minimum Trading Price”) on any trading day, the Exchange will immediately suspend trading in, and commence proceedings to delist, that security, and the issuer will not be eligible to submit a compliance plan or otherwise receive a cure period under Section 1009 of the Company Guide. NYSE American has proposed that this change become effective on October 1, 2026, and it remains subject to SEC review and approval. This proposed standard would be in addition to the Exchange’s existing rules under Sections 1003(f)(vi) and (vii) of the Company Guide, which already provide for the immediate suspension and delisting, without an opportunity to cure, of a company that effects one or more reverse stock splits with a cumulative ratio of 200-to-1 or more over a two-year period, or that effects a reverse stock split that results in non-compliance with other continued listing standards.

Because a decline in the trading price of the Company’s Class A ordinary shares below the proposed Minimum Trading Price could, if the rule is adopted, result in the immediate suspension and delisting of the Class A ordinary shares with no opportunity to cure, the Board believes it is in the best interests of the Company and its shareholders to obtain shareholder authorization for the Reverse Share Split now, on a standby basis. This would enable the Board, if and when it determines that the Company’s continued listing is or may be at risk — including on an expedited or emergency basis — to act promptly to effect a reverse share split to raise the per share trading price above the applicable threshold, without the delay and expense of convening a further extraordinary general meeting.

Shareholders should note that the Company previously effected a one-for-25 (1:25) reverse stock split of its Class A ordinary shares, which became effective on April 21, 2025. Under Sections 1003(f)(vi) and (vii) of the Company Guide, reverse stock splits effected over a trailing two-year period are aggregated, and a company that effects one or more reverse stock splits with a cumulative ratio of 200-to-1 or more over that period is itself subject to immediate suspension and delisting without an opportunity to cure. Because the Company’s April 2025 reverse stock split will be aggregated with any further reverse stock split effected before the second anniversary of that split (that is, before April 21, 2027), the authorization being sought permits the Board to select a final Approved Ratio of up to one-for-ten (1:10), subject to the express limitation that the Board will determine the Approved Ratio and the timing of any Reverse Share Split so that the cumulative ratio of all reverse stock splits effected by the Company within the applicable two-year period remains below 200-to-1, and the Board will not effect a Reverse Share Split that would cause the Company to violate Section 1003(f)(vi) or (vii) of the Company Guide. As a result, any Reverse Share Split effected prior to April 21, 2027 would be effected at a ratio below one-for-eight (1:8), and ratios of up to one-for-ten (1:10) would be available to the Board only on or after that date.

Conversely, if the Board determines that a reverse share split is not necessary or advisable to maintain the Company’s listing, the Board may, in its sole discretion, elect not to effect the Reverse Share Split notwithstanding shareholder approval of this proposal.

Any fractional Class A shares resulting from the Reverse Share Split shall be rounded down to the next whole Class A ordinary share, with no cash payment in lieu. The Company’s Class B ordinary shares shall not be affected by the Reverse Share Split and shall remain outstanding on their existing terms.

If the shareholders approve the Reverse Share Split Proposal, following the effectiveness of the Reverse Share Split, the registered office provider of the Company will file such Amended and Restated Memorandum and Articles of Association, along with the relevant special resolutions with the Registrar of Companies of the Cayman Islands.

The Board of Directors proposes to solicit shareholder approval to effect the Reverse Share Split Proposal. The resolutions be put to the shareholders to consider and to vote upon at the Meeting in relation to the Reverse Share Split Proposal are:

“(a) IT IS HEREBY RESOLVED, as a special resolution, to authorize the Board to effect a reverse share split (the “Reverse Share Split”) of the Company’s issued and unissued Class A ordinary shares, on a basis ranging from no reverse share split up to a ratio ofone-for-ten (1:10) (“Approved Ratio”), with the final Approved Ratio and effective date to be determined by the Board, such that the number of authorized and issued Class A Ordinary Shares is decreased by the Approved Ratio, with the par value per Class A Ordinary Share increased by the Approved Ratio (the “Reverse Share Split Proposal”);

(b) IT IS HEREBY RESOLVED, as a special resolution, subject to approval by the shareholders of the Reverse Share Split Proposal, to approve that the Amended and Restated Memorandum and Articles of Association of the Company be altered to reflect the Reverse Share Split.”