GDS Holdings Limited (9698) announced an updated proxy statement and circular for an extraordinary general meeting of shareholders scheduled on February 24, 2026, at 4:00 p.m. (China Standard Time). The revised document reflects necessary changes following the issuance of Series B convertible preferred shares and focuses on a proposed amendment to the Class B ordinary shares.
According to the filed materials, the amendment seeks to increase the voting power attached to Class B ordinary shares held by the company’s founder, Chairman, and CEO, from twenty (20) votes per share to fifty (50) votes per share. This adjustment is intended to enhance demonstration of control by Chinese nationals, an aspect deemed critical by certain customers that require their data center providers to be under Chinese control for regulatory compliance reasons.
The company states that this measure would chiefly affect two voting areas: electing the majority of the board of directors (six of the eleven seats) and approving changes to articles of association that could affect Class B shareholders’ rights. The proposed shift aims to help the company maintain key client relationships under evolving regulatory requirements, while the board believes the change aligns with the existing weighted voting rights framework that currently enables the Class B holder to exert significant influence.
Based on the documents, the meeting will also cover the adoption of amended and restated articles of association to reflect this change if approved. The board of directors recommends voting in favor of the amendment, and interested shareholders can review all details in the updated proxy statement, which remains available on the company’s website.