GDS Holdings (9698) Schedules Meeting to Propose Increasing Weighted Voting Rights for Class B Shares

Bulletin Express
Feb 06

GDS Holdings Limited (stock code: 9698) has issued a proxy form for a general meeting of its Series B convertible preferred shareholders, set for February 24, 2026, at 5:30 p.m. (China Standard Time). The proposed meeting will address a special resolution to amend the voting power attached to Class B ordinary shares held by the Chairman and Chief Executive Officer, with an increase from 20 votes per share to 50 votes per share in certain matters.

According to the announcement, the Chairman currently holds 46,139,704 ordinary shares, representing 2.8% of the total issued share capital as of December 31, 2025. The board cites the need to meet certain requirements from key data center customers in the Chinese Mainland, who have indicated that they will only work with data center providers under clear Chinese control, particularly in sensitive areas such as data security. The board believes that raising the voting power of Class B shares strengthens the Company’s control by Chinese shareholders and allows continued collaboration with these major customers.

The proposed amendments would apply specifically to two voting issues at general meetings: electing a majority of directors and approving changes to the Company’s articles of association that could adversely affect Class B shareholders’ rights. The announcement notes that, in practice, the Chairman already has the ability to appoint a majority of board members under the existing structure. Nonetheless, the board states that the additional voting power aims to reinforce compliance needs while maintaining overall shareholder interests. The Chairman has confirmed that he will abstain from voting on the resolution, and the board views the proposal as a means to preserve business operations serving major clients within the Chinese Mainland. Interested holders of Series B convertible preferred shares are encouraged to review the proxy documentation in detail and submit any necessary forms before the meeting date.

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