| SHARE CAPITAL |
Movements of share capital of the Company:
| | |
Number of shares | |
| | |
Class A
Ordinary
Shares | | |
Class B
Ordinary
Shares | | |
Preference
Shares | | |
Total | |
| At January 1, 2024 | |
| 25,280,667 | | |
| 13,254,838 | | |
| 3,466,820 | | |
| 42,002,325 | |
| | |
| | | |
| | | |
| | | |
| | |
| Conversion of Preference Shares to Class A Ordinary Shares | |
| 1,059,245 | | |
| - | | |
| (1,059,245 | ) | |
| - | |
| Exercise of share options | |
| 1,593,333 | | |
| - | | |
| - | | |
| 1,593,333 | |
| Issuance of share for settlement of long-term employee benefit | |
| 30,167 | | |
| - | | |
| - | | |
| 30,167 | |
| At December 31, 2024 and January 1, 2025 | |
| 27,963,412 | | |
| 13,254,838 | | |
| 2,407,575 | | |
| 43,625,825 | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercise of share options | |
| 339,572 | | |
| - | | |
| - | | |
| 339,572 | |
| Issuance of share for settlement upon vesting of restricted share units | |
| 1,918,785 | | |
| - | | |
| - | | |
| 1,918,785 | |
| At December 31, 2025 | |
| 30,221,769 | | |
| 13,254,838 | | |
| 2,407,575 | | |
| 45,884,182 | |
| | |
Number of shares | |
| | |
Class A
Ordinary
Shares | | |
Class B
Ordinary
Shares | | |
Old Class A
Ordinary
Shares | | |
Old Class B
Ordinary
Shares | | |
Class C
Ordinary
Shares | | |
Preference
Shares | | |
Total | |
| At January 1, 2023 | |
| - | | |
| - | | |
| 815,700 | | |
| 632,529 | | |
| - | | |
| 4,758,252 | | |
| 6,206,481 | |
| Scrip dividend for Preference Shares (note (a)) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 142,032 | | |
| 142,032 | |
| Conversion of Preference Shares to Old Class A Ordinary Shares | |
| - | | |
| - | | |
| 449,865 | | |
| - | | |
| - | | |
| (449,865 | ) | |
| - | |
| Shares issued pursuant to share-based payment arrangement | |
| - | | |
| - | | |
| 8,726 | | |
| - | | |
| - | | |
| - | | |
| 8,726 | |
| Shares issued upon exercise of Class C warrants | |
| - | | |
| - | | |
| - | | |
| - | | |
| 8,349,958 | | |
| - | | |
| 8,349,958 | |
| Repurchase and cancellation of Old Class A Ordinary Shares | |
| - | | |
| - | | |
| (2,304 | ) | |
| - | | |
| - | | |
| - | | |
| (2,304 | ) |
| Capital Reorganization - Share Exchange (note (b)) | |
| 10,254,474 | | |
| - | | |
| (1,271,987 | ) | |
| (632,529 | ) | |
| (8,349,958 | ) | |
| - | | |
| - | |
| Capital Reorganization - Shares issued to acquire net assets of Bridgetown (note 25) | |
| 10,092,134 | | |
| 14,874,838 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 24,966,972 | |
| Shares issued upon the exercise of call option for loan notes
(note (c)) | |
| 2,005,460 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,005,460 | |
| Share issued for settlement of expenses (note (d)) | |
| 325,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 325,000 | |
| Conversion of Class B Ordinary shares to Class A Ordinary Shares | |
| 1,620,000 | | |
| (1,620,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Conversion of Preference Shares to Class A Ordinary Shares | |
| 983,599 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (983,599 | ) | |
| - | |
| At December 31, 2023 | |
| 25,280,667 | | |
| 13,254,838 | | |
| - | | |
| - | | |
| - | | |
| 3,466,820 | | |
| 42,002,325 | |
Notes:
| (a) | Prior to the Capital Reorganization,
the Company declared scrip dividends to holders of the Preference Shares and issued an aggregate of 142,032 Preference Shares. No other
dividends were declared to holders of any shares of the Company during the years ended December 31, 2025, 2024 and 2023. |
| (b) | As described in note 1, upon
closing of the Capital Reorganization, 10,254,474 Class A ordinary shares and 4,450,419 Preference Shares of the Company were exchanged
for 33,379,256 ordinary shares of CGCL and 14,486,506 preference shares of CGCL at an exchange ratio of 0.307212. |
| (c) | During the year ended December
31, 2023, the Company executed a deed poll constituting up to US$5,000,000 of fixed rate unsecured loan notes, bearing a paid in kind
(“PIK”) interest rate of 25% per annum (together with any PIK notes, the “Call Option Notes”) subscribed by a
company controlled by a shareholder with significant influence over the Company (the “Option Holder”). Immediately after
the closing of the Capital Reorganization, the Option Holder elected to exercise its call option for subscription of additional loan
notes (see note 19) in full pursuant to the call option agreement by and between the Company and the Option Holder, as a result of which
it received 2,005,460 Class A Ordinary Shares of the Company for no consideration and subscribed for US$5,000,000 of Call Option Notes
in an aggregate principal amount of US$5,000,000. The Company has fully settled the Call Option Notes together with any accrued interest
in October, 2023. |
| (d) | The Company issued 325,000 Class A Ordinary Shares for settlement
of professional services rendered by a third party to the Group in lieu of the cash settlement option of US$500,000 during the year ended
December 31, 2023 (note 24). |
Details of share capital of the Company:
| | |
2025 | | |
2024 | |
| | |
US$ | | |
US$ | |
| Authorized: | |
| | |
| |
| 440,000,000 Class A Ordinary Shares | |
| 44,000 | | |
| 44,000 | |
| 50,000,000 Class B Ordinary Shares | |
| 5,000 | | |
| 5,000 | |
| 10,000,000 Preference Shares | |
| 1,000 | | |
| 1,000 | |
| | |
| 50,000 | | |
| 50,000 | |
| Issued and fully paid: | |
| | | |
| | |
| 30,221,769 (2024: 27,963,412) Class A Ordinary Shares | |
| 3,022 | | |
| 2,797 | |
| 13,254,838 (2024: 13,254,838) Class B Ordinary Shares | |
| 1,325 | | |
| 1,325 | |
| 2,407,575 (2024: 2,407,575) Preference Shares | |
| 241 | | |
| 241 | |
| | |
| 4,588 | | |
| 4,363 | |
All class of shares above have a par value of US$0.0001
each. The terms of the different classes of shares outstanding
are as follows:
Class A Ordinary Shares
The holders of Class A Ordinary Shares
are entitled to (i) receive dividends as declared from time to time, (ii) 1 vote per each Class A Ordinary Share at shareholders’
meetings of the Company, and (iii) residual interest upon liquidation of the Company after the holders of convertible Preference Shares,
as determined by the liquidator of the Company and sanctioned by ordinary resolution.
Class B Ordinary Shares
The holders of Class B Ordinary Shares
are entitled to (i) receive dividends as declared from time to time, (ii) 10 votes per each Class B Ordinary Share at shareholders’
meetings of the Company, (iii) residual interest upon liquidation of the Company after the holders of convertible Preference Shares, as
determined by the liquidator of the Company and sanctioned by ordinary resolution, and (iv) convert their Class B Ordinary Shares into
an equal number of Class A Ordinary Shares of the Company at their discretion.
Preference Shares
The holders of Preference Shares are
entitled to (i) receive dividends, which are at the discretion of the board of directors of the Company, that such holder would receive
had such holder converted all its Preference Shares into the applicable number of Class A Ordinary Shares immediately prior to the record
date for the determination of the holders entitled to such dividend or distribution, (ii) vote at shareholders’ meetings of the
Company, (iii) capital upon liquidation of the Company before the holders of Class A Ordinary Shares and Class B Ordinary Shares, as determined
by the liquidator of the Company and sanctioned by ordinary resolution, and (iv) convert their Preference Shares into Class A Ordinary
Shares of the Company at their discretion as determined by dividing (a) the product of (x) the number of Preference Shares elected for
conversion by such holder multiplied by (y) US$8.110360 per Preference Share, by (b) US$8.110360 per Class A Ordinary Share, as adjusted
in accordance with the Articles in effect immediately prior to such conversion.
Preference Shares are classified as equity since they are
non-redeemable and any dividends are discretionary.
|