All Resolutions Passed at DirectBooking Technology Extraordinary General Meeting, Clearing Path for Enhanced Share Capital Structure

Rhea-AI Summary

DirectBooking Technology (NASDAQ: ZDAI) shareholders approved six resolutions on 25 March 2026 to expand authorised share capital, enable conditional share subdivision and consolidation, double Class B voting power, adopt amended constitutional documents, and convert a block of Class A shares to Class B.

The authorised capital rises from US$250,000 to US$40,000,000 (5,000,000,000 shares). Class B votes increase from 50 to 100 per share. Conditional split triggers at >US$100; consolidation triggers at US$1.00. A repurchase/issuance of 395,834 shares involving Fortiwealth Advisory was approved.

Positive

• Authorised share capital expanded to 5,000,000,000 shares
• Class B voting power doubled to 100 votes per share
• Board granted conditional subdivision mandate if price > $100
• Board granted conditional consolidation mandate if price < $1.00
• Approved conversion of 395,834 Class A shares into Class B

Negative

• Large authorised share increase to 5,000,000,000 may enable dilution
• Enhanced Class B votes concentrate control via 100-vote shares
• Repurchase/issuance preserves Fortiwealth share count while increasing votes

News Market Reaction – ZDAI

+2.82%

3 alerts

+2.82% News Effect

+22.8% Peak Tracked

+$905K Valuation Impact

$32.98M Market Cap

0.5x Rel. Volume

On the day this news was published, ZDAI gained 2.82%, reflecting a moderate positive market reaction. Argus tracked a peak move of +22.8% during that session. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $905K to the company's valuation, bringing the market cap to $32.98M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Authorized share capital (prior): US$250,000 Authorized share capital (new): US$40,000,000 Authorized Class A shares (new): 4,900,000,000 shares +5 more

8 metrics

Authorized share capital (prior) US$250,000 Before EGM; 312,500,000 ordinary shares at US$0.0008 par value

Authorized share capital (new) US$40,000,000 After EGM; 5,000,000,000 ordinary shares at US$0.0008 par value

Authorized Class A shares (new) 4,900,000,000 shares Post-EGM authorized Class A ordinary shares

Authorized Class B shares (new) 100,000,000 shares Post-EGM authorized Class B ordinary shares

Class B votes (prior) 50 votes per share Voting power before EGM amendment

Class B votes (new) 100 votes per share Voting power after EGM amendment

Fortiwealth share swap 395,834 shares Class A repurchased and Class B issued to Fortiwealth Advisory

Price triggers for actions US$100 / US$1.00 Subdivision above US$100; consolidation below US$1.00 closing bid

Market Reality Check

Price: $3.68 Vol: Volume is 0.39x the 20-da...

low vol

$3.68 Last Close

Volume Volume is 0.39x the 20-day average, indicating relatively light trading ahead of this governance news. low

Technical Trading below the 200-day MA of 7.83, reflecting a weak longer-term trend before this meeting outcome.

Peers on Argus

Only one peer, SKK, appeared in the momentum scanner, moving down without relate...

1 Down

Only one peer, SKK, appeared in the momentum scanner, moving down without related news; there is no clear multi-stock move mirroring ZDAI around this event.

Historical Context

5 past events · Latest: Mar 06 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 06	Nasdaq compliance regained	Positive	-4.5%	Nasdaq confirms minimum bid price compliance after 10 days above $1.00.
Feb 17	Reverse split announcement	Neutral	+4.2%	16-for-1 share consolidation to support Nasdaq minimum bid price requirement.
Feb 10	AI JV partnership	Positive	-10.3%	Strategic JV with DeepYou Digital to build AI-native hotel booking platform.
Feb 10	Strategic investors	Positive	-10.3%	New strategic share purchase agreements with prominent internet and investment leaders.
Dec 16	AGM capital changes	Neutral	+6.0%	2025 AGM approves capital increase, dual-class structure, and consolidation mandate.

Pattern Detected

Recent news often shows divergence: several seemingly positive corporate and strategic updates were followed by negative price reactions, while capital-structure housekeeping has sometimes coincided with gains.

Recent Company History

Over the last few months, ZDAI has focused heavily on listing compliance and capital structure. A 16-for-1 consolidation and dual‑class structure changes were followed by Nasdaq bid‑price compliance in March 2026. Strategic AI and partnership announcements on February 10, 2026 coincided with notable declines despite their growth focus. The current EGM resolutions extend this trajectory of governance and share-structure engineering following the December 2025 AGM, which also expanded authorized capital and enabled consolidations.

Market Pulse Summary

This announcement confirms shareholder approval for a major expansion of authorized capital to US$40...

Analysis

This announcement confirms shareholder approval for a major expansion of authorized capital to US$40,000,000, wider flexibility for share subdivisions and consolidations, and a doubling of Class B voting power to 100 votes per share. It continues a series of capital‑structure changes following the 16-for-1 consolidation and prior AGM approvals. Investors may monitor how the company uses its enlarged authorization, evolving governance features, and any subsequent financing or corporate actions stemming from this framework.

Key Terms

par value, ordinary resolution, special resolution, share subdivision, +3 more

7 terms

par value financial

"ordinary shares of US$0.0008 par value each"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

ordinary resolution regulatory

"Shareholders resolved by an ordinary resolution that the authorised share capital"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

special resolution regulatory

"Shareholders resolved by a special resolution that the voting right attached"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

share subdivision financial

"to effect one subdivision of the share capital at a subdivision ratio between 1:2 and 1:100"

A share subdivision, often called a stock split, increases the number of a company's shares by dividing existing shares into smaller pieces so each shareholder keeps the same ownership proportion. It matters to investors because it makes individual shares cheaper and can boost trading ease and liquidity—like cutting a pizza into more slices so each piece is smaller but the whole pizza remains the same—though it does not change the company's total value.

share consolidation financial

"to effect one or more consolidations of the share capital at a consolidation ratio"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

memorandum and articles of association regulatory

"the third amended and restated memorandum and articles of association of the Company be adopted"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

voting rights regulatory

"the voting right attached to each Class B Ordinary Share be amended from 50 votes"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

AI-generated analysis. Not financial advice.

HONG KONG, March 26, 2026 (GLOBE NEWSWIRE) -- DirectBooking Technology Co., Ltd. (NASDAQ: ZDAI) (hereinafter referred to as "DirectBooking" or the "Company") announced that shareholders have approved all six resolutions at the Company's Extraordinary General Meeting, providing full authorization for a major expansion of its share capital, conditional share subdivision and consolidation mechanisms, enhanced voting rights for Class B shares, and adoption of updated governing documents.

Increase of Share Capital

Shareholders resolved by an ordinary resolution that the authorised share capital of the Company be increased from US$250,000 divided into 312,500,000 ordinary shares of US$0.0008 par value each, consisting of (a) 250,000,000 Class A ordinary shares and (b) 62,500,000 Class B ordinary shares, to US$40,000,000 divided into 5,000,000,000 ordinary shares of US$0.0008 par value each, consisting of (a) 4,900,000,000 Class A ordinary shares and (b) 100,000,000 Class B ordinary shares, by the creation of 4,650,000,000 authorised and unissued Class A ordinary shares and 37,500,000 authorised and unissued Class B ordinary shares.

Conditional Subdivision of Share Capital

Shareholders resolved by an ordinary resolution that in the event the closing bid price per listed share of the Company (ticker symbol: ZDAI) on the NASDAQ Stock Market exceeds US$100, the Company grants a general mandate to the Board during the Relevant Period to effect one subdivision of the share capital at a subdivision ratio between 1:2 and 1:100, at the Board's sole discretion, with subdivided shares retaining the same rights and restrictions as set out in the Articles of Association.

Conditional Consolidation of Share Capital

Shareholders resolved by an ordinary resolution that in the event the closing bid price per listed share of the Company on the NASDAQ Stock Market falls below US$1.00, the Company grants a general mandate to the Board during the Relevant Period to effect one or more consolidations of the share capital at a consolidation ratio between 2:1 and 1,000:1, at the Board's sole discretion. The Relevant Period extends from the date of passing this resolution until the fifth-year anniversary of the Extraordinary General Meeting or until such mandate is revoked or varied by shareholders, whichever is earlier.

Amendment of Rights of Shares

Shareholders resolved by a special resolution that the voting right attached to each Class B Ordinary Share be amended from 50 votes on all matters subject to vote at general meetings to 100 votes on all such matters, effectively doubling the voting power of Class B shares.

Adoption of the Third Amended and Restated Memorandum and Articles of Association

Shareholders resolved by a special resolution that the third amended and restated memorandum and articles of association of the Company be adopted in substitution for and to the exclusion of the existing memorandum and articles of association, reflecting cumulative changes including the enhanced Class B voting rights (from 50 to 100 votes per share) approved by Board Resolution dated 10 March 2026, and previous share capital adjustments approved by Board Resolution dated 23 January 2026.

Consent to the Repurchase and Issuance of Ordinary Share Rights

Shareholders resolved by a special resolution to consent to the repurchase of 395,834 authorised and issued Class A Ordinary Shares held by Fortiwealth Advisory Co., Ltd., the issuance of 395,834 Class B Ordinary Shares to Fortiwealth Advisory Co., Ltd., and applying the proceeds from the share issuance as consideration for the repurchase. This arrangement effectively converts part of Fortiwealth Advisory's holding into high-vote shares while keeping the number of shares held by that shareholder unchanged.

The Extraordinary General Meeting was held on 25 March 2026, at Room 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong, with shareholders of record as of 10 March 2026 entitled to vote in person or by proxy. Each Class A ordinary share carried one vote at the meeting, while each Class B ordinary share carried fifty votes. All six resolutions received the requisite majority of votes cast, in line with the Board of Directors' unanimous recommendation.

About DirectBooking Technology Co., Ltd.

The Company is a holding company incorporated in the Cayman Islands, and its operations are conducted through its Hong Kong operating subsidiary, Primega Construction Engineering Co. Limited. The Company provides transportation services in Hong Kong’s construction industry and employs environmentally friendly practices with the aim of facilitating the reuse of construction and demolition materials and reducing construction waste. The Company primarily handles the transportation of materials excavated from construction sites. The Company’s services principally consist of (i) soil and rock transportation services and (ii) construction works, which mainly include excavation and lateral support works and bored piling. The Company generally provides its services as a subcontractor to other construction contractors in Hong Kong.

For more information, please contact:

DirectBooking Technology Co., Ltd.

tanyu@primegaghl.com

FAQ

What did ZDAI shareholders approve at the 25 March 2026 EGM?

They approved six resolutions including a capital increase and governance changes. According to the company, shareholders authorised raising authorised capital to US$40,000,000 and adopted amended articles reflecting the changes.

How does the Class B voting change affect ZDAI shareholder control?

Class B voting was doubled to 100 votes per share, increasing voting concentration. According to the company, this amendment raises Class B influence from 50 to 100 votes on all matters at general meetings.

What are the conditional subdivision and consolidation triggers for ZDAI shares?

Subdivision can be enacted if the closing bid exceeds US$100; consolidation if it falls below US$1.00. According to the company, the Board may effect ratios within prescribed ranges during the Relevant Period.

What change was approved for Fortiwealth Advisory’s holdings in ZDAI?

Shareholders approved repurchase of 395,834 Class A shares and issuance of 395,834 Class B shares. According to the company, proceeds from the issuance serve as consideration for the repurchase, keeping share count unchanged.

How long does the Board’s mandate to subdivide or consolidate ZDAI shares last?

The mandate runs until the fifth anniversary of the EGM or earlier if revoked. According to the company, the Relevant Period begins on resolution passage and extends up to five years.