Full Press Release Details
No. 152 Hongliang East 1st Street, No. 1703,
People's Republic of China
Notice of Extraordinary General Meeting of Shareholders
To Be Held on July 9, 2026, at 9 p.m. Eastern
(July 10, 2026, at 9 a.m., Beijing Time)
To the shareholders of BGM Group Ltd.:
NOTICE IS HEREBY GIVEN that
BGM Group Ltd. (the "Company," or "we") will hold an extraordinary general meeting of shareholders (the "Extraordinary
General Meeting") on July 9, 2026 at 9 p.m. (Eastern Time) (July 10, 2026 at 9 a.m. (Beijing Time)) in person No. 152
Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, PRC 610200.
The Extraordinary General
Meeting will be convened to put the following resolutions to shareholders for approval :
By way of a special resolution, subject
to all requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the "Companies
Act") relating to share capital reductions being complied (together, the "Share Capital Reduction and Reorganization"):
(the "Share Sub-Division");
FROM: US$41,916,750.50 divided
into 5,000,000,000 class A ordinary shares of par value of US$0.00833335 each, 20,000,000 class B ordinary shares of par value of US$0.00833335
each, and 10,000,000 preferred shares of par value of US$0.00833335 each.
TO: US$503,000 divided into 5,000,000,000
class A ordinary shares of par value of US$0.0001 each, 20,000,000 class B ordinary shares of par value of US$0.0001 each, and 10,000,000
preferred shares of par value of US$0.0001 each.
By way of a special resolution, that immediately
following the Capital Reduction,
By way of an ordinary resolution and subject to
shareholders approving the Share Capital Reduction, Share Capital Reorganization, Amendment to the M&A and Share Consolidation (as
defined below), that immediately following the Share Consolidation being effected the Company may determined in its sole discretion to
By way of an ordinary resolution and subject to
shareholders approving the Share Capital Reduction, the Share Capital Reorganization, Amendment to the M&A, Share Consolidation and
Post-Share Consolidation Share Capital Increase that immediately following the Post-Share Consolidation Share Capital Increase being effected
the Company may determine in its sole discretion, to increase by the creation of such number of additional class A ordinary shares, class
B ordinary shares, and preferred shares, each with a par value equal to the par value applicable upon the effectiveness of such Share
Consolidation, as the Board shall determine in its sole discretion, provided that the total number of authorised shares of each class
following such increase shall not exceed the total number of authorised shares of that class immediately prior to such Share Consolidation
(each, a "Post-Share Consolidation Share Capital Increase"), and the Board be and is hereby authorised to determine the number
of additional shares to be created and to do all such acts and things as the Board considers necessary or desirable for the purposes of
giving effect to and implementing each Post-Share Consolidation Share Capital Increase." (the "Post-Share Consolidation
Share Capital Increase").
By way of a special resolution and subject
to shareholders approving the Share Capital Reduction, the Share Capital Reorganization, Amendment to the M&A, Share Consolidation
and the Adoption of New M&A upon Each Share Consolidation and the corresponding Post-Share Consolidation Share Captal Increase (as
defined below), that immediately following the Adoption of New M&A upon Each Share Consolidation and the corresponding Post-Share
Consolidation Share Capital Increase being effected that Company may determine in its sole discretion, to amend and restate the then-effective
memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place with an
amended and restated memorandum and articles of association, to reflect such Share Consolidation and the corresponding Post-Share Consolidation
Share Capital Increase, so long as the Share Consolidation is implemented prior to the three-year anniversary of the Meeting.
The foregoing items of business
are more completely described in the notice to shareholders accompanying this notice. The board of directors of the Company (the "Board
of Directors") unanimously recommends that the shareholders vote "FOR" the Proposals No. 1 to 5.
The Board of Directors has
established the close of business on June 12, 2026 as the "Record Date" that will determine the shareholders who are
entitled to receive notice of, and to vote at, the Extraordinary General Meeting or at any adjournment or postponement of the Extraordinary
General Meeting. The notice of the Extraordinary General Meeting and the proxy card will be first sent or made available to shareholders
on or about June 17, 2026.
Attendance at the Extraordinary
General Meeting is limited to the Company's shareholders, their proxies and invited guests of the Company.
| By order of the Board of Directors, | |
| /s/ Huandi Zhao | |
| Huandi Zhao | |
| Director |
SHARE CAPITAL REDUCTION AND SHARE CAPITAL REORGANIZATION
The following resolutions have been requested to be considered and
By way of a special resolution, subject
to all requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the "Companies
Act") relating to share capital reductions being complied with (together, the "Share Capital Reduction and Reorganization"):
(the "Share Sub-Division");
FROM: US$41,916,750.50 divided
into 5,000,000,000 class A ordinary shares of par value of US$0.00833335 each, 20,000,000 class B ordinary shares of par value of US$0.00833335
each, and 10,000,000 preferred shares of par value of US$0.00833335 each.
TO: US$503,000 divided into 5,000,000,000
class A ordinary shares of par value of US$0.0001 each, 20,000,000 class B ordinary shares of par value of US$0.0001 each, and 10,000,000
preferred shares of par value of US$0.0001 each.
Vote Required for this Proposal
The approval of this proposal requires the passage
of a special resolution, meaning the affirmative vote of at least two-thirds (2/3) of the votes cast by shareholders who, as being entitled
to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative at the
Extraordinary General Meeting.
Recommendation of the Board
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE TO APPROVE THE SHARE CAPITAL REDUCTION AND REORGANIZATION
AMENDMENT TO THE M&A
The following resolutions have been requested
to be considered and approved:
By way of a special resolution and subject to
shareholders approving the Share Capital Reduction and Reorganization, that immediately following the Share Capital Reduction being effected
the Company may determine in its sole discretion,
Vote Required for this Proposal
The approval of this proposal requires the passage
of a special resolution, meaning the affirmative vote of at least two-thirds (2/3) of the votes cast by shareholders who, as being entitled
to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative at the
Extraordinary General Meeting.
Recommendation of the Board
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO THE M&A
POTENTIAL THE SHARE CONSOLIDATION
By way of an ordinary resolution and subject to
shareholders approving the Share Capital Reduction, Share Capital Reorganization, Amendment to the M&A and Share Consolidation (as
defined below), that immediately following the Share Consolidation being effected the Company may determined in its sole discretion to
Vote Required for this Proposal
This proposal must be passed by an ordinary resolution
which requires the affirmative vote of a simple majority of the votes cast at the EGM by the shareholders present in person or represented
by proxy and entitled to vote on the proposal, either in person, by proxy or by authorized representative.
Recommendation of the Board