Gamehaus Holdings 公告7月10日A類股東特別大會 提案將B股投票權增至50票

EX-99.1
2
ex99-1.htm
EX-99.1

 

 

Exhibit
99.1

 

Gamehaus
Holdings Inc.

19th
Floor, Shanghai Technology Investment Building

No.
1699, Zhongke Road

Pudong
New District, Shanghai

The
People’s Republic of China, 201203

 

Notice
of Extraordinary General Meeting of Holders of Class A Ordinary Shares

 

To
Be Held on July 10, 2026, at 9:00 a.m. Eastern Time

(or
any adjournment or postponement thereof)

 

To
the Holders of Class A Ordinary Shares of Gamehaus Holdings Inc.:

 

Gamehaus
Holdings Inc. (the “Company,” or “we”) will hold an extraordinary general meeting of holders of
Class A ordinary shares, par value US$0.0001 each (the “Class A ordinary shares”) (the “Class A EGM”)
on July 10, 2026, at 9:00 a.m. Eastern Time (9:00 p.m. Beijing Time on the same day), at 19th Floor, Shanghai Technology Investment Building,
No. 1699, Zhongke Road, Pudong New District, Shanghai, China. There will be no virtual meeting. Instructions regarding voting are listed
on the proxy card.

 

The
Class A EGM is called for the purposes of considering the following proposals:

 

 
  
 Proposal
 One: The Voting Rights Variation Proposal

 
  
  

 
  
 To
 consider and pass the following ordinary resolution:

  

 “It
 is resolved, as an ordinary resolution, that the number of votes holders of Class B ordinary share, par value US$0.0001 each, of
 the Company (the “Class B ordinary shares”) are entitled to, be increased from fifteen (15) votes to fifty (50)
 votes (the “Voting Rights Variation”).”

 
  
  

 
  
 Proposal
 Two: The Adjournment Proposal

 
  
  

 
  
 To
 consider and by way of ordinary resolution to adjourn the Class A EGM to a later date or dates or sine die, if necessary, to permit
 further solicitation and vote of proxies if, at the time of the Class A EGM, there are not sufficient votes for, or otherwise in
 connection with, the approval of the foregoing proposal.

 
 

The
foregoing items of business are more completely described in the proxy statement accompanying this notice. The Board unanimously recommends
that the shareholders vote “FOR” to approve foregoing proposal(s).

 

The
Board 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 Class A EGM or at any adjournment or postponement of the Class A EGM. The notice
of the Class A EGM, this proxy statement, and the proxy card will be first sent or made available to the holders of the Class A ordinary
shares (the “Class A Shareholders”) on or about June 23, 2026.

 

Attendance
at the Class A EGM is limited to Class A Shareholders, their proxies and invited guests of the Company. Your vote is important.

 

Whether
or not you expect to attend the Class A EGM, you are urged to complete, sign, date and return the accompanying proxy form as promptly
as possible. We must receive the proxy form no later than 11:59 p.m. ET on July 9, 2026 to ensure your representation at such meeting.
Class A Shareholders who execute proxies retain the right to revoke them at any time prior to the voting thereof, and may nevertheless
vote at the Class A EGM.

 

Class
A Shareholders may obtain a copy of the proxy materials, free of charge, from the Company’s website at https://ir.gamehaus.com/EGM
or by submitting a request to [email protected].

 

 
 By
 Order of the Board of Directors,
  

 
  
  

 
 /s/
 Feng Xie
  

 
 Feng
 Xie
  

 
 Chairman
 of the Board of Directors
  

 
 

June
23, 2026

 

  

  

 

 

Gamehaus
Holdings Inc.

19th
Floor, Shanghai Technology Investment Building

No.
1699, Zhongke Road

Pudong
New District, Shanghai

The
People’s Republic of China, 201203

 

PROXY
STATEMENT

for

EXTRAORDINARY
GENERAL MEETING OF HOLDERS OF CLASS A ORDINARY SHARES

To
Be Held on July 10, 2026, at 9:00 a.m. Eastern Time

(or
any adjournment or postponement thereof)

 

This
Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”
or the “Board of Directors”) of Gamehaus Holdings Inc. (the “Company,” “we,”
“us,” or “our”) for the extraordinary general meeting of holders of Class A ordinary shares, par
value US$0.0001 each (the “Class A ordinary shares,” together with Class B ordinary shares, par value US$0.0001 each,
of the Company, the “Ordinary Shares”) (the “Class A EGM”) to be held on July 10, 2026, at 9:00
a.m. Eastern Time (9:00 p.m. Beijing Time on the same day) at 19th Floor, Shanghai Technology Investment Building, No. 1699, Zhongke
Road, Pudong New District, Shanghai, China, and at any adjournment or postponement thereof. There will be no virtual meeting. Instructions
regarding voting are listed on the proxy card.

 

Only
holders of Class A ordinary shares (the “Class A Shareholders,” each a “Class A Shareholder”) of
record at the close of business on June 12, 2026 (the “Record Date”) are entitled to attend and vote at the Class
A EGM or at any adjournment thereof. The presence physically or by proxy of one or more Class A Shareholders holding Class A ordinary
shares which carry in aggregate not less than one-third of all Class A ordinary shares entitled to vote as of the Record Date shall form
a quorum.

 

Any
Class A Shareholder giving such a proxy has the power to revoke it at any time before it is voted. Written notice of such revocation
should be forwarded directly to the Chairman of the Board of Directors of the Company, at the above stated address. Proxies may be solicited
through the mails or direct communication with certain Class A Shareholders or their representatives by Company officers, directors,
or employees, who will receive no additional compensation therefor.

 

If
the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions
thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified
will be voted in favor of the actions described in this Proxy Statement.

 

The
Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy form, and
any additional material that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Proxy Form
will first be mailed or made available to the Class A Shareholders is on or about June 23, 2026.

 

Your
vote is important. Whether or not you expect to attend the Class A EGM, you are urged to complete, sign, date and return the accompanying
proxy form as promptly as possible to ensure your representation at such meeting. Class A Shareholders who execute proxies retain the
right to revoke them at any time prior to the voting thereof, and may nevertheless vote at the Class A EGM. If you hold your shares in
street name and wish to vote your shares at the Class A EGM, you should contact your broker, bank, custodian or other nominee holder
about getting a proxy appointing you to vote your shares.

 

  

  

 

 

QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING OF CLASS A ORDINARY SHARES

 

The
following questions and answers are intended to address briefly some commonly asked questions regarding the Class A EGM. These questions
and answers may not address all of the questions that may be important to you as a shareholder. To better understand these matters you
should carefully read this entire proxy statement.

 

Q:
Why am I receiving this proxy statement?

 

A:
The Company is holding its Class A EGM to approve the Voting Rights Variation and Adjournment.

 

We
have included in this proxy statement important information about the Class A EGM. You should read this information carefully and in
its entirety. The enclosed voting materials allow you to vote your shares without attending the Class A EGM. Your vote is very important,
and we encourage you to submit your proxy as soon as possible.

 

Q:
What proposals are the Class A Shareholders being asked to consider?

 

A:
The Class A Shareholders are being asked:

 

 
  
 Proposal
 One: The Voting Rights Variation Proposal

 
  
  

 
  
 “It
 is resolved, as an ordinary resolution, that the number of votes holders of Class B ordinary share, par value US$0.0001 each, of
 the Company (the “Class B ordinary shares”) are entitled to, be increased from fifteen (15) votes to fifty (50)
 votes (the “Voting Rights Variation”).” 

 
  
  

 
  
 Proposal
 Two: The Adjournment Proposal

 
  
  

 
  
 To
 consider and approve by way of ordinary resolution to adjourn the Class A EGM to a later date or dates or sine die, if necessary,
 to permit further solicitation and vote of proxies if, at the time of the Class A EGM, there are not sufficient votes for, or otherwise
 in connection with, the approval of the foregoing proposal.

 
 

Q:
What are the recommendations of the Board?

 

A:
The board has unanimously approved the proposals described herein. THE BOARD UNANIMOUSLY RECOMMENDS THAT THE CLASS A SHAREHOLDERS
VOTE “FOR” THE PROPOSAL(S).

 

Q:
When and where will the Class A EGM be held?

 

A:
The Class A EGM will be held on July 10, 2026, at 9:00 a.m. Eastern Time (9:00 p.m. Beijing Time on the same day), and at any adjournment
or postponement thereof. The Class A EGM will be held at 19th Floor, Shanghai Technology Investment Building, No. 1699, Zhongke Road,
Pudong New District, Shanghai, China. There will be no virtual meeting.

 

Q:
Who is entitled to vote at the Class A EGM?

 

A:
The record date for the Class A EGM is on June 12, 2026 (the “Record Date”). Only Class A Shareholders as of the
close of business on the Record Date are entitled to receive notice of and to vote at the Class A EGM or any adjournment or postponement
thereof. As of the Record Date, there were 57,319,213 Ordinary Shares issued and outstanding, consisting of 49,520,156 Class A ordinary
shares and 7,799,057 Class B ordinary shares. Each Class A ordinary share that you own entitles you to one (1) vote.

 

Q:
What constitutes a quorum for the Class A EGM?

 

A:
At the Class A EGM, the presence physically or by proxy of one or more Class A Shareholders holding Class A ordinary shares which
carry in aggregate not less than one-third of all Class A ordinary shares entitled to vote as of the Record Date will constitute a quorum
at such Class A EGM. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting.

 

  

  

 

 

Q:
How many votes are required to approve the proposals?

 

A:
The approval of the Voting Rights Variation Proposal requires that a simple majority of the votes cast at the meeting by the Class
A Shareholders present physically or represented by proxy and entitled to vote on such proposal be voted “For” the proposal.
A properly executed proxy card marked “Abstain” with respect to this proposal will not be voted.

 

Before
the number of votes attached to each Class B ordinary share may be increased from fifteen (15) to fifty (50), Article 2.11 of the existing
Amended and Restated Memorandum and Articles of Association of the Company (the “Existing M&AA”) provides that
the right attaching to a class of shares (unless otherwise provided by the terms of issue of the shares of that class) may only be varied
with either (a) the shareholders holding not less than two-thirds of the issued ordinary shares of that class consent in writing to the
variation; or (b) with the sanction of a special resolution at a separate general meeting of the shareholders holding the issued ordinary
shares of that class.

 

The
Company has obtained the consent in writing from its sole shareholder of Class B ordinary shares prior to the Class A EGM.

 

The
approval of the Adjournment Proposal requires that a simple majority of the votes cast at the meeting by the Class A Shareholders present
physically or represented by proxy and entitled to vote on such proposal be voted “For” the proposal. A properly executed
proxy card marked “Abstain” with respect to this proposal will not be voted.

 

Assuming
that the foregoing proposals have been approved by the Class A Shareholders, the Company will intend to seek the approvals at an extraordinary
general meeting of holders of the Company’s Class A ordinary share and Class B ordinary shares for which it has, contemporaneously
with this proxy statement, sent out a notice of meeting and proxy statement.

 

Q:
How do the Class A Shareholders vote?

 

A:
The Class A Shareholders may vote by following the voting instructions provided on the voting document received.

 

Q:
How can I attend the meeting?

 

A:
The meeting is open to all Class A Shareholders as of the Record Date. You may attend the Class A EGM in person at 19th Floor, Shanghai
Technology Investment Building, No. 1699, Zhongke Road, Pudong New District, Shanghai, China.

 

Q:
May Class A Shareholders ask questions at the meeting?

 

A:
Yes. Representatives of the Company will answer questions of general interest at the end of the Class A EGM.

 

Q:
If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

 

A:
If, on the Record Date, your Class A ordinary shares were registered directly in your name with our transfer agent, VStock Transfer
LLC (the “VStock”), you are a “Shareholder of Record” who may vote at the Class A EGM, and we are sending
these proxy materials directly to you. If, on the Record Date, your Class A ordinary shares were held in an account at a brokerage firm
or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these
proxy materials are likely being forwarded to you by your broker or nominee who is considered the Shareholder of Record for purposes
of voting at the Class A EGM. As the beneficial owner, it is likely that you have the right to direct your broker on how to vote your
shares and to attend the Class A EGM. However, since you are not the Shareholder of Record, you may not vote these Class A ordinary shares
unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special
request of your brokerage firm, bank or other nominee holder.

 

  

  

 

 

Q:
How do I vote prior to and during the Class A EGM?

 

A:
Class A Shareholders can vote in person with the written ballots we pass out during the Class A EGM.

 

In
addition, if you would like to vote by proxy by one of the following ways, to ensure your presence at the Class A EGM, your proxy must
be received no later than 11:59 p.m. ET on July 9, 2026:

 

 
  
 ●
 Registered
 holders of VStock can: 

 

  
 (i)
 Vote online by going to http://www.vstocktransfer.com/proxy
 and clicking “Proxy Voter Login” to use your VStock Control Number to vote;

  
 (ii)
 Vote by mail by signing,
 dating and mailing the enclosed proxy card to the address in the envelope the VStock has provided;

 

 

 
  
 ●
 Beneficial
 holders of Class A ordinary shares will need to obtain a “Legal Proxy” from the brokers in which they own their shares
 and mail that Legal Proxy, along with a completed Proxy Card.

 
 

If
you return a signed proxy card, but do not provide voting instructions, your shares will be voted at the discretion of your nominated
proxy. If you return a signed proxy card, but do not nominate a proxy, the Chairman of the Class A EGM will be appointed as your proxy.
If the Chairman is appointed as your proxy and you do not provide voting instructions, your shares will be voted:

 

 
  
 ●
 FOR
 the Voting Rights Variation Proposal;

 
  
 ●
 FOR
 the Adjournment Proposal; and

 
  
 ●
 according
 to the discretion of the Chairman if a proposal comes up for a vote at the Cass A EGM that is not on the proxy card.

 
 

Q:
Can I change my vote or revoke my proxy?

 

A:
Any Class A Shareholder executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your
proxy prior to exercise by:

 

 
  
 ●
 filing
 with us a written notice of revocation of your proxy,

 
  
 ●
 submitting
 a properly signed proxy card by mail bearing a later date,

 
  
 ●
 voting
 over the Internet, or

 
  
 ●
 voting
 in person at the Class A EGM.

 
 

Q:
Do I have appraisal rights?

 

A:
The Class A shareholders do not have appraisal rights with respect to the matters to be voted upon at the Class A EGM.

 

Q:
Whom should I call if I have questions about the proxy materials or voting procedures?

 

A:
If you have questions about the proposals, or if you need assistance in submitting your proxy or voting your shares or need additional
copies of this proxy statement or the enclosed proxy card, you should contact Gamehaus Holdings Inc., 19th Floor, Shanghai Technology
Investment Building, No. 1699, Zhongke Road, Pudong New District, Shanghai, China, or [email protected]. If your shares are held in a stock
brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

 

Q:
What do I need to do now?

 

A:
After carefully reading and considering the information contained in this proxy statement, please vote your shares as soon as possible
so that your shares will be represented at the Class A EGM. Please follow the instructions set forth on the proxy card or on the voting
instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

 

Q:
Who paid for this proxy solicitation?

 

A:
The cost of preparing, printing, assembling and mailing this proxy statement and other material furnished to Class A Shareholders
in connection with the solicitation of proxies is borne by us.

 

  

  

 

 

PROPOSAL
ONE

THE
VOTING RIGHTS VARIATION PROPOSAL

 

What
am I voting on?

 

Currently,
each Class B ordinary Share is, whether on a poll or on a show of hands, entitled to fifteen (15) votes for each Class B ordinary share
held. The Company is proposing to vary the rights of the Class B ordinary shares in such manner and to such extent that each holder of
Class B ordinary shares will be, whether on a poll or on a show of hands, entitled to exercise fifty (50) votes for each Class B ordinary
share held. Each Class A Shareholder is and shall remain entitled, whether on a poll or on a show of hands, to one vote for each Class
A ordinary share held. As of the Record Date, the Company has a total of 57,319,213 Ordinary Shares issued and outstanding, consisting
of 49,520,156 Class A ordinary shares and 7,799,057 Class B ordinary shares, respectively. Mr. Feng Xie, the Chairman of the Board of
Directors, via Funtery Holding Limited, beneficially owns a total of 15,598,113 Ordinary Shares, consisting of 7,799,056 Class A ordinary
shares and 7,799,057 Class B ordinary shares, representing 76.7% of the aggregate voting power of the Company’s issued and outstanding
Ordinary Shares. Funtery Holding Limited is the sole shareholder of the Class B ordinary shares. As a result of the Voting Rights Variation,
Mr. Feng Xie will beneficially have 91.3% of the aggregate voting power of the Company’s issued and outstanding Ordinary Shares.

 

Article
2.11 of the Existing M&AA provides that the right attaching to a class of shares (unless otherwise provided by the terms of issue
of the shares of that class) may only be varied with either (a) the shareholders holding not less than two thirds of the issued ordinary
shares of that class consent in writing to the variation; or (b) with the sanction of a special resolution at a separate general meeting
of the shareholders holding the issued ordinary shares of that class.

 

The
Voting Rights Variation will dilute the voting power of Class A ordinary shares. Accordingly, the purpose of the Class A EGM is to seek
the approval of Class A Shareholders to the Voting Rights Variation and the consequent dilution of voting power of the Class A ordinary
shares by way of an ordinary resolution.

 

The
Company has obtained the consent in writing from Funtery Holding Limited, the sole shareholder of Class B ordinary shares prior to the
Class A EGM.

 

Assuming
that Voting Rights Variation Proposal has been approved by the Class A Shareholders, the Company will intend to seek the approval at
an extraordinary general meeting of shareholders of the Company’s Class A ordinary share and Class B ordinary shares, which to
be held following the Class A EGM on July 10, 2026, at 9:30 a.m. Eastern Time (9:30 p.m. Beijing Time on the same day) at 19th Floor,
Shanghai Technology Investment Building, No. 1699, Zhongke Road, Pudong New District, Shanghai, China, and at any adjournment or postponement
thereof, and for which the Company has, contemporaneously with this proxy statement, sent out a notice of meeting and proxy statement
for.

 

Resolution

 

The
full text of the resolution to be proposed is as follows:

 

“It
is resolved, as an ordinary resolution, that the number of votes holders of Class B ordinary share, par value US$0.0001 each, of the
Company are entitled to, be increased from fifteen (15) votes to fifty (50) votes.”

 

Vote
Required

 

The
affirmative vote of a simple majority of the votes cast by such Class A Shareholders as, being entitled to do so, vote physically or
by proxy is required to approval this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares
represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be
counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether
there is a quorum present.

 

WE
RECOMMEND THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSAL ONE.

 

  

  

 

 

PROPOSAL
TWO
THE ADJOURNMENT PROPOSAL

 

What
am I voting on?

 

This
proposal, if approved, will allow the Chairman of the Class A EGM to adjourn the Class A EGM to a later date or dates or sine die, if
necessary, to permit further solicitation and vote of proxies if, at the time of the Class A EGM, there are not sufficient votes for,
or otherwise in connection with, the approval of the foregoing proposal. The Adjournment Proposal will only be presented to our Class
A Shareholders at the discretion of the Board in the event, based on the tabulated votes, there are not sufficient votes for, or otherwise
in connection with, the approval of the other proposal at the time of the Class A EGM.

 

Resolution

 

The
full text of the resolution to be proposed is as follows:

 

“It
is resolved as an ordinary resolution that, the extraordinary general meeting of holders of Class A ordinary shares of the Company be
adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the
extraordinary general meeting of the Company, there are not sufficient votes for, or otherwise in connection with, the approval of the
foregoing proposals or any proposal to be presented at the extraordinary general meeting of the Company to be held on or about the date
of the meeting.”

 

Vote
Required for Approval

 

The
affirmative vote of a simple majority of the votes cast by such Class A Shareholders as, being entitled to do so, vote physically or
by proxy is required to approval this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares
represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be
counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether
there is a quorum present.

 

WE
RECOMMEND THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSAL TWO.