RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Dec. 31, 2025 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | 18. RELATED PARTY TRANSACTIONS Related party transactions As of December 31, 2024 and 2025, the amount due from/due to related parties was nil. On November 10, 2025, the Company’s Board of Directors authorized the issuance of 65,000 Class A II preference shares (the “II Preference Shares”), and the Company entered into a Supervoting Shares Subscription Agreement with Good Luck Capital Limited (“Good Luck”), a BVI company wholly-owned by Mr. Man San Vincent Law, a founder and executive director of the Company. Pursuant to the agreement, on November 18, 2025, Good Luck subscribed for 65,000 Class A II preference shares at a subscription price of US$1.0 per share, for a total consideration of US$65. The 65,000 Class A II preference shares were created through the re-designation of 65,000 authorized but unissued Class A ordinary shares of the Company, each with a par value of US$0.00005. Following the issuance of the Preference Shares, Mr. Man San Vincent Law’s aggregate voting power increased from approximately 31.38% to approximately 93.94%. The following is a summary of the key terms associated with the Class A II preference shares. (1) The voting power of each Class A II preference share is equal to that of 400,000 Class A ordinary shares of the Company; (2) The Class A II preference shares cannot be converted into Class A ordinary shares, Class B ordinary shares, or ADRs; (3) The Class A II preference shares are not entitled to receive dividends; (4) On any resolution to elect a Director where the nominee is a person holding executive office in the Company, then if a majority of the votes cast by the holders of the Ordinary Shares is against the appointment of such nominee, then the votes attaching to the Class A II preference Shares on such resolution shall not be counted and the Class A II preference shares shall be disenfranchised on such resolution in this circumstance; (5) Good Luck would be entitled to transfer any Class A II preference shares to any third party, whether or not an affiliate of Good Luck.
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