Voluntary Delisting from OTC Markets and Strategic Restructuring for M&A
March 31, 2026
Shareholder Announcement
Subject: Voluntary Delisting from OTC Markets and Strategic Restructuring for M&A
Dear Shareholders,
The Board of Directors (the "Board") of Icon Media Holdings, Inc (the "Company") hereby announces its intention to voluntarily delist its common stock from the OTC Pink Sheets and initiate a formal privatization of its operating entities.
1. Rationale: Compliance with China’s New Regulatory Framework
Following a comprehensive review of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies issued by the China Securities Regulatory Commission (CSRC), the Board has concluded that maintaining our current U.S. listing structure poses significant regulatory risks.
Approval Constraints: The current "Pink Sheet" status do not meet the stringent filing and security review requirements mandated by the CSRC for continued or future main-board listings (e.g., Nasdaq).
Regulatory Impossibility: Without formal CSRC approval, the Company is legally restricted from seeking the investment required to move to a Tier-1 exchange, rendering the current public status unsustainable.
2. Strategic Pivot: Privatization and M&A with Singapore Tech Partner
To unlock shareholder value that is currently trapped by these regulatory barriers, the Board has approved a plan to privatize our operating entities.
M&A Agreement: The Company has entered into preliminary negotiations for a merger with a leading technology firm based in Singapore.
Future Listing Path: This restructuring is a prerequisite for a combined entity listing on a major exchange (e.g., Nasdaq or other equivalent) at a later date, structured in a manner that complies fully with both Singaporean corporate law and China’s cross-border listing regulations.
3. Implications for Shareholders
Cessation of Quotes: Upon delisting, public quotes for the Company's shares will cease, and the stock may move to the Expert Market or Grey Market with limited liquidity.
Shareholding Rights: Current shareholders will retain their beneficial ownership in the private entity. Details regarding the share exchange or "exit offer" for the upcoming M&A will be provided in a follow-up circular.
4. Board Recommendation
The Board believes this path is the only viable method to safeguard the Company’s operational future and provide a realistic exit for investors through a future compliant listing.
By Order of the Board,
Nunissait Tjandra
Chairman