DirectBooking Technology Co., Ltd. Obtains Shareholder Approval for All Four Resolutions at 2025 Annual General Meeting

Rhea-AI Summary

DirectBooking Technology (Nasdaq: ZDAI) held its 2025 Annual General Meeting on December 14, 2025 and shareholders approved all four resolutions.

• Authorized capital increased from US$50,000 to US$250,000, expanding authorised shares to 5,000,000,000.
• Share classes created: 4,000,000,000 class A and 1,000,000,000 class B (class B: 50 votes per share).
• Second Amended M&A adopted to reflect changes.
• Share consolidation (up to 1,000:1) authorised, with fractional shares rounded up.

Positive

• Authorized share capital increased to US$250,000
• Created 1,000,000,000 class B shares with 50 votes each
• Board authorised to effect share consolidation up to 1,000:1
• Adopted Second Amended M&A to implement changes

Negative

• Authorized increase enables future share issuances and potential dilution
• Creation of class B with 50 votes may concentrate voting power
• Share consolidation (up to 1,000:1) will materially reduce share count

Key Figures

Authorized capital (old) US$50,000 Pre‑AGM authorized share capital

Authorized capital (new) US$250,000 Post‑AGM authorized share capital after Share Capital Changes

Authorized shares total 5,000,000,000 shares New total authorized ordinary shares after amendments

Class A authorized shares 4,000,000,000 shares Redesignated from existing ordinary shares

Class B authorized shares 1,000,000,000 shares New class created with enhanced voting rights

Class B voting rights 50 votes per share Voting power defined in Second Amended M&A

Share consolidation ratio cap 1,000:1 Proposed consolidation of Class A and B shares

AGM date and time Dec 14, 2025, 9:00 a.m. Timing of 2025 Annual General Meeting in Hong Kong

Market Reality Check

$0.2494 Last Close

Volume Volume 91,752 is slightly below 20-day average of 105,909, suggesting no outsized trading response pre-news. normal

Technical Price at 0.281 is below 200-day MA of 0.59 and 72.45% under the 52-week high, reflecting a weak pre-news trend.

Peers on Argus

ZDAI fell 6.33% while several peers also declined: OFAL -8.32%, FGL -13.78%, SKK -2.35%, MSW -22.09%, with FBGL slightly up 1.42%. Scanner data does not flag a coordinated sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Sep 11	Name change	Positive	+39.0%	Shareholder approval of rebranding to DirectBooking Technology Co., Ltd.
Aug 18	Strategic acquisition	Positive	-0.8%	Acquisition to enter premium Baijiu market and diversify growth drivers.

Pattern Detected

Limited history shows a strong positive reaction to branding/corporate identity changes and a muted reaction to strategic diversification news.

Recent Company History

Over the last few months, ZDAI reported key corporate changes. On Aug 18, 2025, it announced a strategic acquisition to enter the premium Baijiu market, with minimal price reaction of -0.82%. On Sep 11, 2025, shareholders approved a name change to DirectBooking Technology Co., Ltd., which coincided with a strong +39.02% move. Today’s AGM approvals on capital structure and governance build on this ongoing repositioning and transformation narrative.

Market Pulse Summary

The stock moved +6.0% in the session following this news. A strong positive reaction aligns with the company’s history of sharp moves on corporate actions, such as the +39.02% response to the 2025 name change. AGM approval of share capital changes, dual‑class structure and potential consolidation could be viewed as enabling future strategic flexibility. Investors would still need to consider prior equity issuances and overall valuation, as structurally driven rallies can fade if not followed by fundamental business progress.

Key Terms

class a ordinary shares financial

"4,000,000,000 class A ordinary shares of par value US$0.00005 each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

class b ordinary shares financial

"1,000,000,000 class B ordinary shares of par value US$0.00005 each"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

par value financial

"ordinary shares of a par value of US$0.00005 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.

share consolidation financial

"Approval of Share Consolidation Shareholders approved an ordinary resolution"

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

"Second Amended and Restated Memorandum and Articles of Association of the Company"

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.

special resolution regulatory

"Shareholders approved, by special resolution, the Second Amended and Restated"

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.

forward‑looking statements regulatory

"This press release contains “forward‑looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions, plans, projections or expectations about a company’s future results, strategy, or events that appear in press releases and regulatory filings. They matter to investors because they are not guarantees and often rely on assumptions that may prove wrong; think of them like a weather forecast useful for planning but uncertain, so investors should weigh those statements against hard facts, past performance and disclosed risks.

AI-generated analysis. Not financial advice.

HONG KONG, Dec. 16, 2025 (GLOBE NEWSWIRE) -- DirectBooking Technology Co., Ltd. (“DirectBooking” or the “Company”) (Nasdaq: ZDAI), an exempted company incorporated in the Cayman Islands with core businesses in AI applications, digitalized wine distribution, transportation and construction engineering services, today announced that its 2025 Annual General Meeting of Shareholders (the “AGM”) was duly convened and all resolutions submitted for shareholder approval were passed.

The AGM was held at 9:00 a.m. on December 14, 2025 at Room 2912, 29/F, New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. Upon consideration of the matters presented, shareholders approved the resolutions as summarized as follows:

Proposal 1: Approval of Share Capital Changes

Shareholders approved an ordinary resolution to amend authorised share capital of the Company in the following manner and sequence with immediate effect ("Share Capital Changes"):

(a)  increase the Company’s authorized share capital from US$50,000 divided into 1,000,000,000 ordinary shares of a par value of US$0.00005 each to US$250,000 divided into 5,000,000,000 ordinary shares of a par value of US$0.00005 per share;

(b)  4,000,000,000 authorised ordinary shares of par value US$0.00005 each (including all of the existing issued ordinary shares) in the Company be redesignated and re-classified as 4,000,000,000 class A ordinary shares of par value US$0.00005 each, where the rights of the existing ordinary shares shall be the same as such class A ordinary shares;

(c)  1,000,000,000 authorised but unissued ordinary shares of par value of US$0.00005 each in the Company be cancelled and a new class of shares comprising of 1,000,000,000 class B ordinary shares of par value US$0.00005 each, which will be entitled to fifty (50) votes per share, with the rights and privileges as set out in the Second Amended M&A (as defined below) be created,

such that the authorised share capital of the Company shall become US$250,000 divided into (i) 4,000,000,000 class A ordinary shares of par value US$0.00005 each and (ii) 1,000,000,000 class B ordinary shares of par value US$0.00005 each.

Proposal 2: Adoption of Amended and Restated Memorandum and Articles

Shareholders approved, by special resolution, the Second Amended and Restated Memorandum and Articles of Association of the Company (the "Second Amended M&A") be adopted in substitution for and to the exclusion of the existing memorandum and articles of association with effect upon the Share Capital Changes taking effect.

Proposal 3: Approval of Share Consolidation

Shareholders approved an ordinary resolution following the Share Capital Changes and conditional upon the approval of the Board, on an effective date within one calendar year after the conclusion of the Meeting to be determined by the Board (the "Share Consolidation"):

(a)  every one thousand class A ordinary shares of US$0.00005 par value each, or such lesser whole number of shares of not being less than two as the Board may determine in its sole discretion, be consolidated into one class A ordinary share and every one thousand class B ordinary shares of US$0.00005 par value each, or such lesser whole number of shares of not being less than two as the Board may determine in its sole discretion, be consolidated into one class B ordinary share, where such consolidated Class A Ordinary Shares and Class B Ordinary Shares (as the case may be) shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to nominal value) as the then existing class B ordinary shares of the Company as set out in the Second Amended M&A;

(b)  all fractional entitlements to the issued Consolidated Class A Ordinary Shares and Consolidated Class B Ordinary Shares as resulted from the Share Consolidation will not be issued to the Shareholders and instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number; and

(c)  the Board be authorised and directed to do all such acts and things as it may consider necessary or desirable for the purpose of effectuating the Share Consolidation, including determining the definitive ratio of the Share Consolidation, the effective date of the Share Consolidation and any other changes to the Company’s authorised share capital in connection with and as necessary to effect the Share Consolidation.

Proposal 4: Technical Amendments to the Articles

Shareholders approved, by special resolution, subject to and immediately following the Share Consolidation being effected, the relevant provisions of the memorandum and articles of association of the Company then in effect be amended to reflect the Share Consolidation.

Company Statement

DirectBooking Technology Co., Ltd. stated that the approval of all four resolutions lays an important foundation for optimizing the Company’s future capital structure and enhancing corporate governance, and will support the Company in advancing its transformation plans and achieving its long‑term objective of empowering traditional industries through technology.

Cautionary Note Regarding Forward‑Looking Statements

This press release contains “forward‑looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical or current fact are forward‑looking statements, including but not limited to statements regarding matters to be considered at the AGM, the Company’s future business strategies, growth prospects, market opportunities, operating plans and financial condition. Forward‑looking statements can be identified by words or phrases such as “estimate,” “plan,” “project,” “intend,” “will,” “expect,” “believe,” “seek,” “target” and similar expressions that predict or indicate future events or trends, or that are not statements of historical matters. These statements are based on various assumptions (whether or not identified in this press release) and reflect the Company management’s current expectations, and are not guarantees of actual performance.

The Company cannot assure you that the forward‑looking statements in this press release will prove to be accurate. These forward‑looking statements are subject to a number of risks and uncertainties, including those described under the heading “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”). There may also be additional risks that the Company currently does not know or believes to be immaterial that could cause actual results to differ from those contained in any forward‑looking statement. In light of these material uncertainties, nothing in this press release should be regarded as a representation by any person that the results set forth in the forward‑looking statements will be achieved or that any of the expected results of such forward‑looking statements will be realized. The forward‑looking statements in this press release represent the Company’s views as of the date of this press release. Subsequent events and developments may cause these views to change. Although the Company may elect to update these forward‑looking statements at some point in the future, it has no current intention to do so, except as required by applicable law. Accordingly, you should not rely on these forward‑looking statements as representing the Company’s views as of any date subsequent to the date of this press release.

For more information, please contact:

tanyu@primegaghl.com

FAQ

What did DirectBooking (ZDAI) shareholders approve at the December 14, 2025 AGM?

Shareholders approved share capital changes, the Second Amended M&A, a conditional share consolidation, and technical amendments to the articles.

How did DirectBooking (ZDAI) change its authorised share capital on December 14, 2025?

Authorized capital increased from US$50,000 to US$250,000, creating 4,000,000,000 class A and 1,000,000,000 class B shares.

What voting rights do the new DirectBooking (ZDAI) class B shares carry?

Each class B ordinary share is entitled to 50 votes per share as set out in the Second Amended M&A.

What is the approved share consolidation for DirectBooking (ZDAI)?

The Board is authorised to consolidate class A and class B shares at up to 1,000-to-1, effective within one year of the AGM.

How will fractional shares be handled after DirectBooking (ZDAI) consolidates shares?

Any fractional entitlements from the consolidation will be rounded up to the next whole share.

When will the Second Amended M&A take effect for DirectBooking (ZDAI)?

The Second Amended M&A becomes effective upon the Share Capital Changes taking effect following shareholder approval.