Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share Consolidation
MWN-AI** Summary
Big Tree Cloud Holdings Limited (NASDAQ: DSY) has announced significant corporate governance changes following an extraordinary general meeting on January 30, 2026. Shareholders approved the consolidation of every 20 ordinary shares into one, along with the establishment of a dual-class share structure comprising Class A and Class B ordinary shares. The newly consolidated shares will begin trading on The Nasdaq Capital Market under the existing ticker symbol "DSY" on February 12, 2026.
Under the reverse stock split, no fractional shares will be issued; any resulting fractions will be rounded up to the nearest whole share. This consolidation aims to strengthen the stock's market position while maintaining shareholders' overall percentage interests in the company. With the new structure, authorized share capital will shift to 25 million shares, broken down into 20 million Class A shares and 5 million Class B shares.
As part of this dual-class share implementation, existing shareholders' ordinary shares, including those registered to PLOUTOS GROUP LIMITED, will be redesignated accordingly to distinguish between Class A and Class B categories. This strategic move is intended to provide management with the stability and control necessary to drive long-term growth and innovation, particularly as Big Tree Cloud expands into the AI sector—a key growth area for the company.
This transformation marks a critical step in the company’s evolution, aligning its corporate structure with its operational goals of enhancing industrial integration and strategic investments within China’s personal care industry. Big Tree Cloud's management emphasized that these changes underline the company's commitment to strong governance and long-term value creation for all stakeholders. Investors are encouraged to carefully consider the potential risks and benefits associated with this corporate restructuring.
MWN-AI** Analysis
Big Tree Cloud Holdings Limited's announcement regarding a 1-for-20 share consolidation and the adoption of a dual-class share structure represents a significant strategic move aimed at enhancing its capital management and market positioning. Here’s what investors should consider in light of these developments.
The reverse stock split will likely raise the share price per unit, which can increase perceived value and attract institutional investors that often avoid low-priced stocks. However, it's crucial to monitor the post-split trading behavior; a significant initial uptick can be positive, but any subsequent volatility could signal underlying investor concerns about the company's fundamentals.
The introduction of a dual-class share structure could stabilize management control, enabling the strategic team to focus on long-term growth objectives without excessive market pressure from short-term investors. This governance approach can foster innovation, particularly in the AI sector, which Big Tree is aggressively pursuing. The shift towards AI positions the company to tap into burgeoning market demands, potentially leading to sustained revenue growth.
Investors should remain cautious, however. The dual-class structure can limit voting rights for Class A shareholders, which raises concerns about governance and stakeholder equity. Transparency and accountability will be critical moving forward, especially as the company expands into new sectors.
Market sentiment will also be influenced by the company's operational updates and success in the AI arena. Investors should keep a close watch on quarterly earnings reports and strategic advancements that can provide insight into the practical implications of these structural changes.
Overall, this strategic pivot can potentially enhance Big Tree Cloud’s market stance, but it warrants a cautious approach. Stakeholders should engage continuously with corporate disclosures and market analyses to make informed decisions.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
PR Newswire
SHENZHEN, China, Feb. 11, 2026 /PRNewswire/ -- Big Tree Cloud Holdings Limited (the "Company") (NASDAQ: DSY) today announced that it held an extraordinary general meeting on January 30, 2026, at which the shareholders approved the consolidation of every 20 ordinary shares into one ordinary share and the adoption of a dual-class share structure (comprising Class A and Class B ordinary shares).The Company's Class A ordinary shares are expected to begin trading on The Nasdaq Capital Market at the open of business on February 12, 2026, and will continue to trade under the symbol "DSY" and the new CUSIP number G1263B132.
Reverse Stock Split
The Reverse Stock Split has been approved by the Company's shareholders and the Company's board of directors. The ordinary shares were consolidated by consolidating each 20 ordinary shares of the Company, with such consolidated ordinary shares having the same rights and being subject to the same restrictions (save as to par value) as the existing ordinary shares.
No fractional shares were issued, and any fractional share interests resulting from the consolidation were rounded up to the next whole share. The Reverse Stock Split affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares.
Dual-Class Share Structure
Upon and immediately following the effectiveness of the Share Consolidation, the authorised share capital of the Company was changed from US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 each to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each.
Upon and immediately following the effectiveness of the Dual-Class Share Structure, the shares of the Company were redesignated with immediate effect as follows:
(i) the 3,500,000 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the name of PLOUTOS GROUP LIMITED be redesignated as 3,500,000 issued class B ordinary shares of US$0.002 each (the Class B Ordinary Shares;
(ii) the remaining 1,251,873 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the names of various shareholders be redesignated as 1,251,873 issued class A ordinary shares of US$0.002 each;
(iii) the 18,748,127 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 18,748,127 authorised but unissued class A ordinary shares; and
(iv) the 1,500,000 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 1,500,000 authorised but unissued class B ordinary shares.
Concurrently, the company amended its memorandum and articles of incorporation to adjust the authorised share capital of the Company to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each. All outstanding options, warrants, and other securities granting holders the right to purchase or acquire ordinary shares, if any, will be adjusted in accordance with their respective terms.
Management Commentary
"Today marks a significant milestone as we implement a refined capital structure designed to support the next phase of growth for Big Tree Cloud," stated a company spokesperson."This share consolidation aims to establish a stronger market position for our stock. The introduction of a dual-class structure provides our management team with the stability needed to execute our long-term vision and strategy, focusing on driving innovation and sustainable value for all stakeholders. These proactive measures strengthen our corporate foundation and underscore our commitment to robust governance."
About Big Tree Cloud
Founded in 2020, Big Tree Cloud is positioned as an international capital platform focused on industrial integration and strategic investment in China's personal care industry. The Company is committed to empowering industries through capital operations. Currently, Big Tree Cloud is accelerating its expansion into the AI sector. This new business line aims to capture the growing market demand for AI skills, injecting fresh momentum into the Company's development.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company's final prospectus and other reports its files with the U.S. Securities and Exchange Commission (the "Commission") before making any investment decisions regarding the Company's securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Investor Relations Contact
Ting Yan
Phone: +86 15986815865
Email: [email protected]
SOURCE Big Tree Cloud Holdings Limited
FAQ**
How will the implementation of the dual-class share structure at Big Tree Cloud Holdings Limited DSY influence the control and decision-making power of the management team compared to common shareholders?
What specific growth strategies does Big Tree Cloud Holdings Limited DSY intend to pursue following the share consolidation and dual-class structure, especially in the AI sector?
Can the management of Big Tree Cloud Holdings Limited DSY provide more details on how the share consolidation may impact the company’s market position and investor confidence moving forward?
How does Big Tree Cloud Holdings Limited DSY plan to address potential investor concerns regarding governance and shareholding influence with the new dual-class share structure?
**MWN-AI FAQ is based on asking OpenAI questions about Big Tree Cloud Holdings Limited (NASDAQ: DSY).
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