GDS to Hold Extraordinary General Meeting and Additional Shareholders Meetings on February 24, 2026

Rhea-AI Summary

GDS (NASDAQ: GDS) will hold an Extraordinary General Meeting and related class meetings on February 24, 2026 in Shanghai (times 4:00–6:00 p.m. CST). Shareholders of record as of February 9, 2026 may vote. The board proposes to amend voting rights to increase the votes attached to Class B ordinary shares from 20 to 50 votes per share to strengthen Chinese-national voting control for director elections and certain article amendments.

As of December 31, 2025, Mr. William Wei Huang beneficially owned 46,139,704 ordinary shares (2.8% of issued capital); the proposal would raise his voting influence on two matters from approximately 36.2% to approximately 58.6%. Mr. Huang and his associates have confirmed they will abstain from voting on Proposal 1.

Positive

• Class B votes proposed to increase from 20→50 votes per share
• Voting influence for electing six directors rises to ~58.6%
• Record date for voting set as February 9, 2026

Negative

• Proposal materially concentrates board election control in favor of existing Class B holder
• Raises potential shareholder governance concerns due to increased voting disparity

Key Figures

Mr. Huang shareholding: 46,139,704 ordinary shares Total stake percentage: 2.8% of share capital Minimum shareholding threshold: 2.75% of issued share capital +5 more

8 metrics

Mr. Huang shareholding 46,139,704 ordinary shares Beneficial ownership as of Dec 31, 2025

Total stake percentage 2.8% of share capital Mr. Huang’s beneficial ownership as of Dec 31, 2025

Minimum shareholding threshold 2.75% of issued share capital Requirement to maintain Class B enhanced voting rights

Current Class B votes 20 votes per share Existing weighted voting rights for Class B ordinary shares

Proposed Class B votes 50 votes per share Proposed increase in voting power for Mr. Huang’s Class B shares

Current voting power 36.2% voting power On specified 1:20 vote matters as of Dec 31, 2025

Proposed voting power 58.6% voting power On specified 1:50 vote matters if proposal adopted

Board control 6 of 11 directors Majority of board Mr. Huang can appoint under WVR structure

Market Reality Check

Price: $46.64 Vol: Volume 2,326,164 is about...

normal vol

$46.64 Last Close

Volume Volume 2,326,164 is about 1.1x the 20-day average of 2,108,265 shares. normal

Technical Price $42.59 is trading above the 200-day MA of $32.74 and below the 52-week high of $52.50.

Peers on Argus

GDS was up 1.09% with slightly elevated volume, while key IT services peers show...

GDS was up 1.09% with slightly elevated volume, while key IT services peers showed mixed moves (e.g., EXLS up, KD and PSN down), indicating a more company-specific backdrop rather than a broad sector rotation.

Historical Context

5 past events · Latest: Jan 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Asset sale / investment	Positive	-3.8%	Sale of DayOne shares for US$385M at strong multiple and implied stake value.
Nov 19	Earnings results	Positive	+2.5%	Q3 2025 revenue growth, swing to net income, strong EBITDA and cash balance.
Nov 05	Earnings call notice	Neutral	+3.5%	Announcement of timing and access details for Q3 2025 earnings call.
Aug 20	Earnings results	Positive	+7.3%	Q2 2025 revenue growth, narrower net loss, C‑REIT IPO and updated guidance.
Aug 14	Affiliate project news	Neutral	-6.1%	DayOne announced large Finland hyperscale campus investment and construction plan.

Pattern Detected

Recent history shows mostly positive alignment on earnings-related news, but some divergences where strategic or affiliate-related announcements coincided with negative price reactions.

Recent Company History

Over the last six months, GDS has reported multiple operational and financial milestones. Q2 and Q3 2025 earnings showed double‑digit revenue growth and margin improvement, with generally positive price reactions. A November 2025 earnings call announcement also saw a gain. By contrast, news tied to DayOne, including a large Finland hyperscale project and GDS’s US$385M DayOne share sale, coincided with negative moves. Today’s voting‑power EGM proposal fits into an ongoing effort to support core China data‑center operations and key customer relationships.

Market Pulse Summary

This announcement centers on an EGM to vote on increasing Class B voting rights for the founder, lif...

Analysis

This announcement centers on an EGM to vote on increasing Class B voting rights for the founder, lifting his voting power on specific matters from 36.2% to 58.6% while his ownership remains 2.8% of share capital. The company links the change to regulatory expectations from major Chinese customers. Historically, GDS has combined solid operational growth with occasional mixed reactions to strategic or affiliate-related moves, so governance structure and customer regulatory requirements remain key areas for ongoing monitoring.

Key Terms

class a ordinary shares, series a preferred shares, american depositary shares, articles of association, +3 more

7 terms

class a ordinary shares regulatory

"A meeting of the holders of the class A ordinary shares (the “Class A Shareholders Meeting”)"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

series a preferred shares regulatory

"a meeting of the holders of the Series A preferred shares (the “Preferred Shareholders Meeting”)"

Series A preferred shares are an early-stage class of ownership sold to investors that gives them special protections and payment priority over regular common stock. Think of them as a safer seat on a bus: if the company earns money or is sold, holders get paid before ordinary shareholders, and they often can convert to common shares later to share upside; that mix of safety and growth potential helps investors manage risk and reward.

american depositary shares financial

"Beneficial owners of the Company’s American Depositary Shares (“ADSs”) who wish to exercise"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

articles of association regulatory

"Pursuant to the Company’s articles of association (the “Articles of Association”), the share capital"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

pari passu financial

"Class A ordinary shares and Class B ordinary shares shall carry equal rights and rank pari passu"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

weighted voting rights regulatory

"controlled by Chinese nationals by virtue of its weighted voting rights (“WVR”) structure"

A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.

proxy statements regulatory

"the Proxy Statements and the Proxy Cards are available on the Investor Relations section"

A proxy statement is a regulatory filing that gives shareholders the information they need to vote on important corporate matters—like choosing board members, approving executive pay, or voting on major deals. Think of it as the company’s meeting agenda plus the ballot and background notes sent ahead of a shareholders’ meeting; investors use it to judge management, compare choices, and decide how to cast their votes, which can affect control and strategy.

AI-generated analysis. Not financial advice.

SHANGHAI, China, Jan. 26, 2026 (GLOBE NEWSWIRE) -- GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it will hold an Extraordinary General Meeting of Shareholders (the “EGM”) at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 4:00 p.m. (China Standard Time) on February 24, 2026 (which is 3:00 a.m. (Eastern Time) on February 24, 2026). A meeting of the holders of the class A ordinary shares (the “Class A Shareholders Meeting”) will be at the same place at 4:30 p.m. (China Standard Time) on February 24, 2026, a meeting of the holders of the Series A preferred shares (the “Preferred Shareholders Meeting”) will be at the same place at 5:00 p.m. (China Standard Time) on February 24, 2026, and a meeting of the holders of the class B ordinary shares (the “Class B Shareholders Meeting” and, together with the Class A Shareholders Meeting and the Preferred Shareholders Meeting, collectively, the “Shareholders Meetings”) will be at the same place at 6:00 p.m. (China Standard Time) on February 24, 2026. The notices of the above meetings have been dispatched.

Holders of the Company’s ordinary shares and Series A convertible preferred shares listed in the register of members of the Company at the close of business on February 9, 2026 (China Standard Time) are entitled to receive notice of, and vote at, the EGM, their relevant Shareholders Meeting(s) and/or at any adjournment that may take place. Beneficial owners of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying Class A ordinary shares must act through JPMorgan Chase Bank, N.A. (“JPMorgan”), the depositary of the Company’s ADS program.

Copies of the Notices of the EGM and the respective Shareholders Meetings, which sets forth the resolutions to be proposed and for which adoption from shareholders is sought, the Proxy Statements and the Proxy Cards are available on the Investor Relations section of the Company’s website at http://investors.gds-services.com, on the SEC's website at www.sec.gov and HKEX's website at http://www.hkexnews.hk.

Additional Information About Proposal 1 at each of the EGM and the Shareholders Meetings

Mr. William Wei Huang (“Mr. Huang”), Chairman and Chief Executive Officer of the Company, beneficially owns 46,139,704 ordinary shares (comprising 2,549,368 Class A ordinary shares in the form of American Depositary Shares (“ADSs”) and 43,590,336 Class B ordinary shares owned by him or his associates), representing 2.8 per cent. of the Company’s total issued share capital as of December 31, 2025.

Pursuant to the Company’s articles of association (the “Articles of Association”), the share capital of the Company shall be divided into shares of three classes, Class A ordinary shares, Class B ordinary shares and preferred shares. The Class A ordinary shares and Class B ordinary shares shall carry equal rights and rank pari passu with one another other than, among other things, so long as Mr. Huang continues to have beneficial ownership in not less than 2.75% (subject to certain exclusions) of the then issued share capital of the Company on an as converted basis (the “Minimum Shareholding”), the Class B ordinary shares are entitled to cast twenty (20) votes per Class B ordinary share on: (a) the election of a majority of the Directors of the Company in accordance with the provisions of the Articles of Association; and (b) any amendment of Articles of Association that would adversely affect the rights of the holders of the Class B ordinary shares. All Class B ordinary shares are subject to automatic conversion into Class A ordinary shares when, among other things, Mr. Huang ceases to have beneficial ownership in not less than the Minimum Shareholding.

The Company provides data center services to a large variety of institutional customers in the Chinese Mainland, including a significant number of financial institutions and internet platform companies that are our key customers. Due to the sensitive nature of their business, including in areas such as data security, data protection and cybersecurity, such customers are subject to various rules and regulations from various regulatory authorities concerning, among other things, requirements on financial data security, cybersecurity and personal information protection, and such rules and regulations are continuously evolving. As such, a number of the Company’s customers have recently informed the Company that, going forward, for data center services provided to certain segments of their business, they will only work with data center service provider(s) that are controlled by Chinese nationals or entities in either procuring new data center services or renewing existing contracts for these business segments as part of these customers’ regulatory compliance assessment and to satisfy certain regulatory requirements which apply to these customers.

The Company is currently controlled by Chinese nationals by virtue of its weighted voting rights (“WVR”) structure that allows Mr. Huang, the Company’s founder, Chairman and CEO as well as a Chinese national, to be able to exercise de facto control the majority of the Company’s board of directors by virtue of his right to elect or appoint a majority (i.e., 6) of the directors of the Company. In order to further enhance our structure to more clearly demonstrate that the Company can establish “control” under such regulatory rules and requirement in order to be able to continue to work with such customers, the Board proposes to strengthen such “control” by Chinese nationals through increasing the voting power attached to the Class B ordinary shares held by Mr. Huang, from twenty (20) votes per share to fifty (50) votes per share, so that the voting power of the Chinese shareholders or investors for the election of a majority (i.e., 6) of the directors of the Company will exceed 50%.

Such proposal would increase Mr. Huang’s voting power on two matters in the Company’s general meetings from approximately 36.2% (on a 1:20 basis) to approximately 58.6% (on a 1:50 basis) based on the number of shares as of December 31, 2025, being the right to elect a majority (i.e., six) of the Company’s eleven directors and to approve any change to the Company’s articles of association that would adversely affect the rights of Class B shareholders. Upon adoption of the proposal, the Company would, per our discussion with our customers, legal advisers and other relevant parties, have further enhanced our Company’s “control” by Chinese nationals in terms of voting rights so that the Company can continue servicing such key customers in accordance with such regulatory compliance requirements.

The Board considers that such proposal does not affect the Company’s governance structure or prejudice the rights of its shareholders as a whole, as Mr. Huang is currently already able to exercise de facto control over the majority of the Company’s board under its WVR structure. Specifically, the Class B ordinary shares held by Mr. Huang entitle him to directly appoint a majority of the members of the board (i.e., six) by written notice regardless of the voting results in the general meeting pursuant to Article 86 of the Company’s Articles of Association. In addition, given all amendments that adversely affect the rights of Class B shares would need to be approved in the class meeting of Class B ordinary shares, Mr. Huang’s additional rights do not increase, in substance, his veto-rights in such matters.

Based on the above, the Board believes the proposal strikes the balance between safeguarding the interests of the Company’s shareholders as a whole while allowing the Company to continue servicing such key customers in accordance with their regulatory compliance requirements. The Board (including the Independent Directors) consider the proposal to be beneficial to the Company’s shareholders as a whole as it could allow the Company to continue its business operation in the Chinese Mainland.

Mr. Huang has also confirmed to the Company that he and his associates (with respect to all of the 2,549,368 Class A ordinary shares in the form of ADSs and 43,590,336 Class B ordinary shares) will abstain from voting with respect to Proposal 1, in both the Meeting and the Class A Shareholders Meeting.

About GDS Holdings Limited

GDS Holdings Limited (NASDAQ: GDS; HKEX: 9698) is a leading developer and operator of high-performance data centers in China. The Company’s facilities are strategically located across the key hubs where demand for high-performance data center services is concentrated. The Company’s data centers have large net floor area, high power capacity, density and efficiency, and multiple redundancies across all critical systems. The Company is carrier and cloud-neutral, which enables its customers to access the major telecommunications networks, as well as the largest PRC and global public clouds, which are hosted in many of its facilities. The Company has a 25-year track record of service delivery, successfully fulfilling the requirements of some of the largest and most demanding customers for outsourced data center services in China. The Company’s customer base consists predominantly of hyperscale cloud service providers, large internet companies, financial institutions, telecommunications carriers, IT service providers, and large domestic private sector and multinational corporations. The Company also holds a minority equity interest in DayOne Data Centers Limited, a Singapore-headquartered hyperscale data center platform.

For investor and media inquiries, please contact:

GDS Holdings Limited
Laura Chen
Phone: +86 (21) 2029-2203
Email: ir@gds-services.com

Piacente Financial Communications
Ross Warner
Phone: +86 (10) 6508-0677
Email: GDS@tpg-ir.com

Brandi Piacente
Phone: +1 (212) 481-2050
Email: GDS@tpg-ir.com

GDS Holdings Limited

FAQ

When will GDS hold the Extraordinary General Meeting and related shareholders meetings (NASDAQ: GDS)?

The meetings are scheduled for February 24, 2026 in Shanghai with the EGM at 4:00 p.m. CST and class meetings at 4:30, 5:00, and 6:00 p.m. CST.

What voting change is GDS proposing for Class B ordinary shares (GDS)?

The board proposes increasing the votes per Class B share from 20 to 50 votes to strengthen Chinese-national voting control for certain matters.

How would the proposed change affect Mr. William Wei Huang's voting power at GDS?

Based on share counts as of Dec 31, 2025, his voting power on two matters would increase from ~36.2% to ~58.6%.

Who is eligible to vote at GDS's February 24, 2026 meetings?

Holders of ordinary shares and Series A preferred shares on the register at close of business on February 9, 2026 (CST) are entitled to notice and to vote.

Will the founder Mr. Huang vote on Proposal 1 at GDS's meetings?

Mr. Huang and his associates have confirmed they will abstain from voting on Proposal 1 at the meetings.

How can ADS holders of GDS exercise voting rights for the underlying Class A shares?

ADS holders must act through JPMorgan Chase Bank, N.A., the depositary for the company's ADS program, to exercise voting rights.

Where can investors find the meeting notices, proxy statements, and proxy cards for GDS (GDS)?

Copies of the notices and proxy materials are available on the company's investor relations website and on the SEC and HKEX disclosure websites.