Directel Holdings Limited (08337) released a circular dated 21 Aug 2026 detailing a two-step restructuring of its share capital, to be voted on at an extraordinary general meeting (EGM) slated for 11 Sep 2026.

Capital Reduction • Par value of each issued ordinary share will be cut from HK$0.20 to HK$0.01, cancelling HK$0.19 of paid-up capital per share. • Issued share capital will fall from HK$48.98 million to HK$2.45 million, generating a HK$46.53 million credit to a new capital-reduction reserve. • The reserve will be distributable and may be used to offset accumulated losses or for other purposes permitted under Cayman Islands law and the company’s articles.

Share Sub-division of Unissued Shares • Each authorised but unissued share of HK$0.20 will be subdivided into 20 shares of HK$0.01. • Authorised share capital remains HK$100 million, but the number of authorised shares rises from 500.00 million to 10.00 billion. • The issued share count remains at 244.88 million, now designated as “New Ordinary Shares” with a HK$0.01 par value.

Operational Impact • Board lot size stays at 10,000 shares; existing share certificates (yellow) remain valid, with no mandatory exchange to new green certificates. • Estimated professional and related expenses for the exercise total roughly HK$0.35 million. • The company has no outstanding options, warrants or convertible securities and no immediate fundraising plans.

Rationale Management cites enhanced flexibility for future dividend distribution and capital-raising activities once accumulated losses (approximately HK$94.26 million as of the latest practicable date) are addressed.

Conditions and Timetable The proposals require: 1. Shareholder approval via special resolution at the 11 Sep 2026 EGM. 2. Directors’ solvency statement and related Cayman Islands filings. 3. Hong Kong Stock Exchange listing approval for the New Ordinary Shares. 4. Compliance with all relevant Cayman Islands laws and GEM Listing Rules.

If all conditions are met, the Capital Reduction and Sub-division will take effect before 09:00 on 16 Sep 2026, when trading in New Ordinary Shares is expected to commence.

Shareholders registered by the close of business on 7 Sep 2026 will be eligible to vote at the EGM. The register of members will be closed from 8 Sep to 11 Sep 2026 (both days inclusive).