| Equity |
| | | December 31,
2025 | | | December 31,
2025 | | | December 31,
2024 | | | December 31,
2024 | | | | | Par Value
Per Share | | | Number of
shares | | | Par Value
Per Share | | | Number of
shares | | | | | USD | | | | | | USD | | | | | | Share capital | | | | | | | | | | | | | | Authorized shares | | | | | | | | | | | | | | Class A Ordinary Shares | | | 0.00001 | | | | 250,000,000 | | | | 0.00001 | | | | 250,000,000 | | | Class B Ordinary Shares | | | 0.00001 | | | | 100,000,000 | | | | 0.00001 | | | | 100,000,000 | | | | | | | | | | | | | | | | | | | | | Issued and outstanding shares | | | | | | | | | | | | | | | | | | Class A Ordinary Shares | | | 0.00001 | | | | 6,674,356 | | | | - | | | | - | | | Class B Ordinary Shares | | | 0.00001 | | | | 20,311,112 | | | | 0.00001 | | | | 20,888,886 | |
The movements of the shares outstanding
are as follows:
| | |
Note | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | |
| As at December 31, 2023 | |
| |
| - | | |
| 100,000 | |
| Movements: | |
| |
| | | |
| | |
| Share-based compensation | |
| |
| - | | |
| 20,788,886 | |
| As at December 31, 2024 | |
| |
| - | | |
| 20,888,886 | |
| Movements: | |
| |
| | | |
| | |
| Issuance of new shares | |
| |
| 1,437,500 | | |
| - | |
| Conversion of convertible note | |
11 | |
| 259,082 | | |
| - | |
| Share conversion from Class B to Class A | |
| |
| 577,774 | | |
| (577,774 | ) |
| Share-based compensation | |
| |
| 4,400,000 | | |
| - | |
| As at December 31, 2025 | |
| |
| 6,674,356 | | |
| 20,311,112 | |
The Company was incorporated under the
laws of the British Virgin Islands on May 2, 2023. The original authorized share capital of the Company was USD 50,000 divided into 50,000
Ordinary Shares, par value USD 1 per share with 1 share issued and outstanding at incorporation.
On March 14, 2024, the Company sub-divided,
re-designated and reclassified the 50,000 authorized shares as below:
| | (i) | 50,000 authorized shares were sub-divided to 5,000,000,000 shares of a single class each with a par value of USD 0.00001. |
| | (ii) | 4,650,000,000 shares of USD 0.00001 each was cancelled to reduce the number of shares to 350,000,000 of a single class each with a par value of USD 0.00001. |
| | (iii) | The Company further reclassified the shares into (i) 250,000,000 Class A Ordinary Shares with a par value of USD 0.00001 each; and (ii) 100,000,000 Class B Ordinary Shares with a par value of USD 0.00001 each. Class B Ordinary Shares are entitled to one hundred votes per share and Class A Ordinary Shares are entitled to one vote per share. Each Class B Ordinary Shares is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Other than as to voting and conversion rights, Class B Ordinary Shares and Class A Ordinary Shares have the same rights and rank pari passu with one another, including the rights to dividends and other capital distribution. |
The merger reserves represent the differences
between the consideration paid and the share capital and capital reserves of the subsidiaries acquired under common control.
Other reserves represent reserves arising
from bad debt of merger for the subsidiaries acquired under common control and foreign currency exchange translation reserve, which is
used to record the foreign currency exchange differences arising from the translation of the consolidated financial statement of foreign
subsidiaries whose functional currency is different from that of the presentation currency of the Group.
On March 18, 2024, the Company has
further issued 20,788,886 Class B Ordinary Shares with par value of USD 0.00001 per share, to members of our Board, executive
officers or their affiliates and existing shareholders resulting in a total of 20,888,886 Class B Ordinary Shares issued and
outstanding to members of our Board, executive officers or their affiliates and existing shareholders resulting in a total of
20,888,886 Class B Ordinary Shares as of December 31, 2024.
|