ZNB · Color Star Technology Co., Ltd.

This filing discloses a comprehensive, multi-stage share capital reorganization requiring shareholder approval at an Extraordinary General Meeting scheduled for May 8, 2026. The proposed actions are interdependent and materially alter the Company’s capital structure: Resolution 1 reduces the par value of all issued Class A and Class B shares from US$0.25 to US$0.0025 — effectively canceling US$0.2475 of paid-up capital per share and transferring the resulting credit to a distributable reserve. Immediately following that reduction, Resolution 1 also subdivides unissued shares — converting each authorized but unissued US$0.25-par share into 100 shares of US$0.0025 par — and then cancels excess authorized shares to reset total authorized capital to US$320,000. Resolution 2 then increases authorized capital back to US$32,000,000 by creating over 12.6 billion new shares, vastly expanding issuance capacity. Critically, Resolution 4 introduces a board-directed share consolidation with a wide permissible range (2:1 to 4,000:1), to be implemented within three years if approved — a provision that could dramatically compress outstanding share counts and impact per-share metrics without further shareholder vote. Resolutions 3 and 5 update the constitutional documents to reflect these changes, with the Tenth Amended M&A expressly contingent on the consolidation’s implementation. Collectively, these proposals signal strategic flexibility in capital management but introduce near-term governance uncertainty and potential dilution or concentration effects depending on how the Board exercises its discretion — particularly regarding the consolidation ratio and timing. Investors must assess both the immediate structural implications of the capital reduction/increase and the long-term execution risk embedded in the open-ended consolidation authority.