Two directors exit as Baosheng Media (NASDAQ: BAOS) installs new independent and reshuffles committees

Rhea-AI Filing Summary

Baosheng Media Group Holdings reports multiple board and committee changes effective June 4, 2026. Independent directors Changhong Jiang and Tao Liu resigned from the board and from all committee roles, with the company stating both departures were for personal reasons and not due to disagreements over operations, policies or practices.

The board appointed Chenxi Fang as a new independent director, a member of the Audit, Compensation, and Nominating and Corporate Governance Committees, and chairman of the Audit Committee. Fang will not receive cash compensation unless later decided but will be reimbursed pre-approved expenses and is covered by a new indemnification agreement.

The board also assigned existing independent director Cai Lei to all three key committees and named him chairman of the Nominating and Corporate Governance Committee. The report and related appointment and indemnification agreements are incorporated by reference into the company’s Form F-3 shelf registration.

Insights

Corporate governance analyst

Board reshuffle replaces two independent directors while maintaining committee coverage.

Baosheng Media discloses the same-day resignation of two independent directors, citing personal reasons and explicitly noting no disagreements with the company’s operations, policies or practices. This reduces uncertainty over potential underlying disputes, though investors may note the concentrated timing.

The board immediately filled one vacancy with Chenxi Fang, who meets Nasdaq and Rule 10A-3 independence standards and became Audit Committee chair. It also expanded roles for existing independent director Cai Lei across all key committees, helping preserve required independent oversight.

New appointment and indemnification agreements formalize Fang’s duties, lack of routine cash compensation unless later determined, expense reimbursement, and liability protection. These documents are also incorporated into the company’s Form F-3 shelf, aligning governance disclosures with its existing capital markets framework.

Key Terms

independent director, Audit Committee, Nominating and Corporate Governance Committee, indemnification agreement, +1 more

5 terms

independent director financial

"appointed Chenxi Fang (“Mr. Fang”) as an independent director of the Company"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee financial

"a member of each of the Audit Committee, Compensation Committee and Nominating"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nominating and Corporate Governance Committee financial

"the Nominating and Corporate Governance Committee, and the chairman of the Nominating"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

indemnification agreement financial

"the Company and Mr. Fang also entered into an indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

incorporated by reference regulatory

"This report, including Exhibits 10.1 and 10.2 hereto, shall be deemed to be incorporated by reference"

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number 001-39977

Baosheng Media Group Holdings Limited

East Floor 5

Building No. 8, Xishanhui

Shijingshan District, Beijing 100041

People’s Republic of China

+86-010-82088021

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Resignation of Directors

On June 4, 2026, Changhong Jiang (“Mr. Jiang”) resigned from his positions as an independent director of the board of directors (the “Board”) of Baosheng Media Group Holdings Limited (the “Company”), a member of each of the audit committee of the Board (the “Audit Committee”), the compensation committee of the Board (the “Compensation Committee”) and the nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”), and the chairman of the Audit Committee, effective as of June 4, 2026. Mr. Jiang’s resignation was due to personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On June 4, 2026, Tao Liu (“Mr. Liu”) resigned from his positions as an independent director of the Board, a member of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and the chairman of the Nominating and Corporate Governance Committee, effective as of June 4, 2026. Mr. Liu’s resignation was due to personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Director and Committee Assignments

On June 4, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Chenxi Fang (“Mr. Fang”) as an independent director of the Company, a member of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and the chairman of the Audit Committee, effective as of June 4, 2026.

Mr. Fang Chenxi has served as independent director of DirectBooking Technology Co., Ltd. since April 9, 2025. Mr. Fang is a Chinese national and has served as the general manager of Xiaoxiang ShijieZhibo (Hangzhou) Wangluo Keiji Co., Ltd since March 2018, where he is responsible for, among other things, the general management of the operations of the company.

The Board has determined that Mr. Fang satisfies the applicable independence requirements under the rules of The Nasdaq Stock Market LLC for service as an independent director and as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and the applicable independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, for service as a member of the Audit Committee.

In connection with Mr. Fang’s appointment, the Company and Mr. Fang entered into a director appointment letter (the “Appointment Letter”). Under the Appointment Letter, Mr. Fang will not receive any cash compensation for his service as an independent director, committee member or committee chairman, unless otherwise determined by the Board or the applicable committee from time to time. The Company will reimburse Mr. Fang for reasonable and properly documented expenses incurred in performing his duties, provided that such expenses are pre-approved by the Company. The Appointment Letter also contains customary provisions relating to confidentiality, compliance with the Company’s policies and applicable laws, service on Board committees, expenses, indemnification and termination in accordance with the Company’s articles of association and applicable law. The foregoing summary of the Appointment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Appointment Letter, a copy of which is filed as Exhibit 10.1 to this report on Form 6-K.

In connection with Mr. Fang’s appointment, the Company and Mr. Fang also entered into an indemnification agreement (the “Indemnification Agreement”). Under the Indemnification Agreement, the Company agrees to indemnify Mr. Fang to the fullest extent permitted by applicable law against certain liabilities and expenses incurred in connection with proceedings arising out of his service as a director or officer of the Company or, at the Company’s request, another entity. The Indemnification Agreement also provides for advancement of expenses, subject to certain conditions, and contains customary exceptions and limitations on indemnification. The foregoing summary of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.2 to this report on Form 6-K.

There is no family relationship between Mr. Fang and any director or executive officer of the Company. In addition, there are no arrangements or understandings between Mr. Fang and any other person pursuant to which he was appointed as a director of the Company, and there are no related party transactions between the Company and Mr. Fang that would require disclosure under applicable SEC rules.

On June 4, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board also appointed Cai Lei (“Mr. Cai”), an existing independent director of the Company, as a member of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and the chairman of the Nominating and Corporate Governance Committee, effective as of June 4, 2026.

Incorporation by Reference

This report, including Exhibits 10.1 and 10.2 hereto, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-273720) of the Company, as amended, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Director Appointment Letter
10.2		Form of Indemnification Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Baosheng Media Group Holdings Limited
By:	/s/ Lina Jiang
Name:	Lina Jiang
Title:	Chairwoman of the Board and Chief Executive Officer
Date:	June 4, 2026

FAQ

What governance changes did Baosheng Media (BAOS) announce in this Form 6-K?

Baosheng Media reported the resignations of independent directors Changhong Jiang and Tao Liu, effective June 4, 2026, and appointed Chenxi Fang as a new independent director and Audit Committee chair, while expanding existing director Cai Lei’s roles across the Audit, Compensation, and Nominating and Corporate Governance Committees.

Why did Baosheng Media directors Changhong Jiang and Tao Liu resign?

The company states that both Changhong Jiang and Tao Liu resigned for personal reasons on June 4, 2026. It specifically notes their departures were not the result of any disagreement with Baosheng Media regarding its operations, policies, or practices, helping clarify the nature of the resignations for shareholders.

Who is the newly appointed independent director at Baosheng Media and what are his roles?

Baosheng Media appointed Chenxi Fang as an independent director on June 4, 2026. He serves on the Audit, Compensation, and Nominating and Corporate Governance Committees and chairs the Audit Committee, with the board confirming he meets Nasdaq and Rule 10A-3 independence requirements for these oversight roles.

How will Baosheng Media compensate new independent director Chenxi Fang?

Under the director appointment letter, Baosheng Media will not pay Chenxi Fang cash compensation for serving as an independent director, committee member, or committee chairman unless the board or relevant committee later decides otherwise. The company will, however, reimburse reasonable pre-approved expenses incurred in performing his board duties.

What protections does Baosheng Media’s indemnification agreement provide to Chenxi Fang?

Baosheng Media’s indemnification agreement commits to indemnify Chenxi Fang to the fullest extent permitted by law for certain liabilities and expenses linked to his service as a director or officer. It also allows advancement of expenses, subject to conditions, and includes customary exceptions and limitations on indemnification obligations.

What new responsibilities did independent director Cai Lei assume at Baosheng Media?

Effective June 4, 2026, Baosheng Media appointed existing independent director Cai Lei as a member of the Audit, Compensation, and Nominating and Corporate Governance Committees. The board also named him chairman of the Nominating and Corporate Governance Committee, strengthening independent leadership on director nominations and governance matters.

How does this Baosheng Media 6-K relate to its Form F-3 shelf registration?

The report specifies that it, together with the director appointment letter and indemnification agreement, is incorporated by reference into Baosheng Media’s Form F-3 registration statement (File No. 333-273720). This means the governance and indemnification details become part of the disclosure package supporting potential future securities offerings.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 11.2 KB
• EX-10.2 EXHIBIT 10.2 42.9 KB