GD Culture Group Limited (NASDAQ:GDC) (the "Company" or "GDC") today announced that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter, dated May 1, 2026 (the "Proposal"), from Wealthy Concord Limited and East Valley Technology Limited (collectively, the "Consortium"), proposing to acquire all of the outstanding shares of the Company's common stock, par value $0.0001 per share, not already beneficially owned by the Consortium, for US$10.75 per share in cash (the "Offer Price").

According to the Proposal, the Offer Price represents a premium of approximately 168.8% to the closing price of the Company's common stock on April 30, 2026, and premiums of approximately 257.3% and 224.6% to the volume-weighted average closing price of the Company's common stock during the last 30 and 60 trading days ended April 30, 2026, respectively. The Consortium collectively beneficially owns 5,564,886 shares of the Company's common stock, representing approximately 9.2% of the 60,759,711 shares outstanding as of April 10, 2026.

The Board intends to review and evaluate the proposal. The Consortium has suggested that the Board form a special committee of independent and disinterested directors to consider, evaluate and negotiate the proposed transaction, and that such committee retain its own independent legal and financial advisors.

The Company cautions its shareholders and others considering trading in its securities that the Board has just received the Proposal and has not had an opportunity to carefully review and evaluate the Proposal or make any decision with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed, or that the proposed transaction or any other similar transaction will be approved or consummated.

The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law.