Share Capital

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share Capital [Abstract]

10.	SHARE CAPITAL

		June 30, 2026				December 31, 2025
		US$				US$

Authorised:
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

Total			50,000				50,000

Issued and fully paid:
30,892,291 (December 31, 2025: 30,221,769) Class A Ordinary Shares			3,090				3,022
13,254,838 (December 31, 2025: 13,254,838) Class B Ordinary Shares			1,325				1,325
2,407,575 (December 31, 2025: 2,407,575) Preference Shares			241				241

Total			4,656				4,588

All class of shares above have a par value of US$0.0001 each.

Shares Options

Details of the Company’s share option schemes and the share options issued under the schemes are included in note 11 to the financial statements.

23.	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.