Decent Holding Inc. Announces the Approval of Dual-Class Share Structure and Governance Enhancements
- Class B shares with 20 votes per share strengthen management control and decision-making capabilities
- Enhanced governance flexibility and streamlined voting procedures
- Maintained equal economic rights for all shareholders despite voting power differences
- Concentration of voting power through Class B shares may reduce minority shareholder influence
- Potential corporate governance concerns due to disproportionate voting rights
- Reduced likelihood of successful activist investor campaigns or hostile takeovers
Insights
Decent Holding's new dual-class structure concentrates voting power with Decent Limited while diluting other shareholders' influence.
Decent Holding's adoption of a dual-class share structure represents a significant shift in corporate governance that investors should carefully evaluate. The company has created Class A shares (one vote each) and Class B shares (twenty votes each), with Decent Limited receiving 5 million Class B shares. This restructuring gives Decent Limited disproportionate voting control despite holding fewer economic rights.
The mathematics reveal the extent of this power concentration: Decent Limited will control approximately 113 million votes (8.026M Class A shares × 1 vote + 5M Class B shares × 20 votes) out of a total of approximately 124.25 million votes (16.25M total shares, with 11.25M as Class A and 5M as Class B). This gives Decent Limited roughly 91% voting control while holding only about 80% economic interest.
For minority shareholders, this restructuring effectively diminishes their voting influence without changing their economic rights. The reference to "governance enhancements" appears to primarily benefit the controlling entity, as the dual-class structure typically entrenches management control. While common in certain tech companies and family businesses seeking to maintain founder control, such structures often receive criticism from institutional investors and governance advocates for creating agency problems and reducing accountability to ordinary shareholders.
Yantai, China, June 03, 2025 (GLOBE NEWSWIRE) -- Decent Holding Inc. (Nasdaq: DXST) (“Decent” or the “Company”), an established wastewater treatment services provider in China, today announced the successful adoption of a special resolution to reclassify its authorized share capital and implement updated governance provisions, effective immediately.
Under the resolution, the Company has adopted change in the authorized share capital of US
(i) re-classifying all 16,250,000 Ordinary Shares issued and outstanding including 8,026,000 Ordinary Shares issued and outstanding held by Decent Limited into class A ordinary shares with a par value of US
(ii) re-designating 5,000,000 Ordinary Shares issued and outstanding held by Decent Limited into 5,000,000 class B ordinary shares with a par value of US
(iii) re-designating the 483,750,000 remaining authorized but unissued Ordinary Shares into Class A Ordinary Shares on a one for one basis. (the “Re-designations”)
Upon the Re-designations, the authorized share capital of the Company is US
Concurrently, the Company adopted its Second Amended and Restated Memorandum and Articles of Association, formalizing the rights, conversion mechanisms, and governance frameworks for the new share structure. These updates aim to enhance governance flexibility, streamline voting procedures, director appointments and shareholder communications while maintaining equitable economic rights for all shareholders.
About Decent Holding Inc.
Decent Holding Inc. specializes in the provision of wastewater treatment by cleansing the industrial wastewater, ecological river restoration and river ecosystem management by enhancing the water quality, as well as microbial products primarily used for pollutant removal and water quality enhancement, through the Company’s subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd. For more information, please visit: https://ir.dxshengtai.com.
Forward-Looking Statement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate“ or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and all other factors discussed in the ”Risk Factors“ section of the Company’s latest Annual Report on Form 20-F filed with the SEC, available for review at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For investor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
FAQ
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