Greenpro Capital Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Greenpro Capital Corp. (the “Company” or “GRNQ”) was incorporated on July 19, 2013, in the state of Nevada. The Company provides a wide range of business consulting and corporate advisory services, including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. Our focus is on companies located in Asia and Southeast Asia, including Hong Kong, Malaysia, China, Thailand, and Singapore. As part of our business consulting and corporate advisory business segment, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”), provides a business incubator for start-up companies and focuses on investments in select start-up and high-growth potential companies.

In addition to our service business segment providing business consulting and corporate advisory services to clients, the Company operates two other business segments, a digital business segment providing a digital platform and trading of digital assets via our wholly owned subsidiary, Green-X Corp., in Labuan, Malaysia (“Green-X”), and a real estate business segment focusing on trading or leasing real estate properties via other wholly owned subsidiaries, Forward Win International Limited in Hong Kong (“FWIL”) and Greenpro Resources Sdn. Bhd. in Malaysia (“GRSB”), respectively.

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 and 2025 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ended December 31, 2026. The condensed consolidated balance sheet information as of December 31, 2025, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2026. These financial statements should be read in conjunction with that report.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries, which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the outside shareholders’ interests are shown to be noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in the consolidation.

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the six months ended June 30, 2026, the Company incurred a net loss of $1,620,959 and net cash used in operations of $1,266,864, and as of June 30, 2026, the Company incurred an accumulated deficit of $41,867,671. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for credit losses, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customers at the business component level, as management determined that the risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on a review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

Accounts receivable at June 30, 2026 and December 31, 2025, are net of allowances for credit losses of $2,194 and $2,095, respectively. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected at June 30, 2026, and December 31, 2025:

Revenue recognition

The Company follows the guidance of Accounting Standards Codification (ASC) 606,Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients (see Note 2).

Cash and cash equivalents

Cash consists of funds on hand and held in bank accounts. Cash equivalents include time deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds.

At June 30, 2026 and December 31, 2025, cash included funds held by employees of $39,141 and $0, respectively, was to facilitate payment of expenses in local currencies or to facilitate third-party online payment platforms for which the Company had not set up a corporate account, such as WeChat Pay or Alipay. The Company has established internal controls and risk management policies for safeguarding company assets including cash custodied by employees, ensuring that proper separation of duties, independent custody and transparent record-keeping are in place to prevent fraud or misuse.

Digital assets

In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws, and in the case of the SEC, has made public statements on this topic, however, these statements are not binding or definitive guidance. Several enforcement actions and regulatory proceedings have since been initiated against digital assets and digital asset products, as well as against trading platforms that support digital assets. The SEC has characterized several crypto assets, products, and services as securities in these regulatory proceedings and enforcement actions. The SEC has stated more recently that a crypto asset itself is not a security, but there is uncertainty and inconsistency in the courts that have grappled with the issue of whether or how certain crypto asset transactions could be deemed securities. Several foreign governments have also issued similar warnings, cautioning that digital assets may be deemed to be securities or other similarly regulated financial instruments under the laws of their jurisdictions.

Crypto assets held for operations

We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately.

We have established policies and practices to evaluate each crypto asset we consider for listing, delisting, or for custody. We also evaluate all other products and services prior to launch under U.S. federal and applicable international securities laws.

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not provide liquidity to the same extent as cash and cash equivalents (see Note 3).

The Company follows ASC 350-30,Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill, which requires crypto assets that meet the definition of an indefinite-lived intangible asset are recognized at cost and subsequently measured using the impairment model. That model only reflects decreases, but not increases, in the fair value of crypto asset holdings until sold.

Effective January 1, 2025, the Company adopts Accounting Standards Update (ASU) 2023-08,Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This update requires the Company to subsequently remeasure its crypto assets at fair value in the consolidated balance sheets and record gains and losses from remeasurement in net income (loss) in the consolidated statements of operations.

The Company determines the fair value of its crypto assets on a nonrecurring basis in accordance with ASC 820,Fair Value Measurements, based on quoted (unadjusted) prices on the exchange market. The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicates that it is more likely than not that any of the assets are impaired.

The Company recognized a fair value loss on digital assets of $894 and $2,184 for the three and six months ended June 30, 2026, respectively. The Company recognized a fair value gain on digital assets of $1,895 and a fair value loss on digital assets of $4,870 for the three and six months ended June 30, 2025, respectively (see Note 3). Other than these fair value changes, the adoption had no effect on our condensed consolidated financial statements based upon the nature of the Company’s current operations.

As of June 30, 2026, and December 31, 2025, the crypto assets held for operation under digital assets were $234,055 and $282,161, respectively (see Note 3).

Investments

Investments in equity securities

The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01,Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The Company measures investments in equity securities without a readily determinable fair value using an alternative measurement that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses.

On June 30, 2026, the Company had a total of twenty-two (22) investments in equity securities without readily determinable fair values, all were related party investments with an aggregate value of $18,200,000, in which, twenty (20) investments in equity securities without readily determinable fair values were fully impaired and with $nil value (see Note 4).

On December 31, 2025, the Company had a total of twenty (20) investments in equity securities without readily determinable fair values, all were related party investments and fully impaired with $nil value (see Note 4).

Leases

The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at the commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.

The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet, and the related lease expense is recognized on a straight-line basis over the expected lease term.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

See Note 6 for more information regarding leases.

Earnings per share (EPS)

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks, for example, convertible securities, options and warrants as if they had been converted at the beginning of the period presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect would increase earnings per share or decrease loss per share, are excluded from the calculation of diluted EPS. For the three and six months ended June 30, 2026, and 2025, there wereno dilutive shares.

Foreign currency translation

The reporting currency of the Company is United States Dollar (“US$”), and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of Malaysian Ringgit (“MYR”), Renminbi (“RMB”) and Hong Kong Dollar (“HK$”), which is also the respective functional currency of subsidiaries.

In general, for consolidation purposes, if a subsidiary’s functional currency is other than US$, its assets and liabilities are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at the average rates prevailing during the period. Any gains or losses resulting from the translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within equity.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

Fair value of financial instruments

The Company follows the guidance of the ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the input used in measuring fair value as follows:

The Company believes the carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable, prepaids and other current assets, digital assets, accounts payable and accrued liabilities, deferred costs of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments.

Concentrations of risks

For the three months ended June 30, 2026, no customer accounted for 10% or more of the Company’s revenues, while for the three months ended June 30, 2025, one (1) customer accounted for 19% of the Company’s revenues. For the six months ended June 30, 2026, and 2025, one (1) customer accounted for 13% and 10% of the Company’s revenues, respectively.

One (1) customer accounted for 17% and three (3) customers accounted for 34% (14%,10% and 10%, respectively) of the Company’s net accounts receivable as of June 30, 2026, and December 31, 2025, respectively.

For the three and six months ended June 30, 2026, and 2025, no vendor accounted for 10% or more of the Company’s cost of revenues.

Two (2) vendors accounted for 65% (49% and 16%, respectively) and one (1) vendor accounted for 35% of the Company’s accounts payable as of June 30, 2026, and December 31, 2025, respectively.

Exchange rate risk

The Company’s reporting currency is US$, but its major revenues and costs, and a significant portion of its assets and liabilities are also denominated in MYR, RMB or HK$. As a result, the Company is exposed to a foreign exchange risk as its revenues and the results of operations may be affected by fluctuations in the exchange rate between US$ and MYR, US$ and RMB or US$ and HK$. If MYR, RMB or HK$ depreciates against US$, the values of its revenues and assets in MYR, RMB or HK$ may decline accordingly when translated to the Company’s reporting currency, as its financial statements are presented in US$. The Company does not hold any derivative or other financial instruments that may expose it to substantial market risk.

Risks and uncertainties

Substantially all the Company’s services are conducted in Hong Kong, China, Malaysia, Thailand, Taiwan, and the Southeast Asia region. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on the transfer of funds, export duties, quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

Accounting Standards not yet Adopted

Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:

In November 2024, FASB issued ASU 2024-03 Income Statement***–Reporting Comprehensive Income–***Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its condensed consolidated financial statement and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on its condensed consolidated financial position, statements of operations and cash flows.

NOTE 2 -REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”) and revenue from leasing or trading of real estate properties (“real estate revenue”).

Revenue from provision of business services

For certain service contracts, we assist or provide advisory services to clients in capital market listings (“listing services”). Our services provided to clients are considered as our performance obligations. Revenue and expenses are deferred until the performance obligation is complete and collectability of the consideration is probable. For service contracts where the performance obligation has not been completed, deferred cost of revenue is recorded as incurred, and the deferred revenue is recorded for any payments received on such yet to be completed performance obligations. On an ongoing basis, management monitors these contracts for profitability and, when needed, may record a liability if a determination is made that costs will exceed revenue.

For other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services (“non-listing services”), upon our completion of such services, our performance obligations are satisfied, and hence, the relevant revenue is recognized. For contracts in which we act as an agent, the Company reports revenue net of expenses paid.

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.

Revenue from provision of digital platforms and trading of digital assets

Through our subsidiary, Green-X Corp. in Labuan (“Green-X”), we operate a platform under the Labuan Financial Services and Securities Act 2010 (LFSSA) whereby security token issuers (“Issuers”) offer their security tokens for subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X DAX”) platform.

Revenue from the provision of the digital platform represents the fees associated with the services for account opening, transactions and listing at the Green-X DAX platform, respectively. We recognize revenues when services have been rendered to clients, that is, performance obligations have been fulfilled.

Revenue from the trading of digital assets represents the sales income of digital assets. We recognize revenues when risks and rewards of ownership of the digital assets have been transferred to the buyers; that is, we lose control over the assets sold and the amount of sales revenue can be reliably measured.

Since December 2024, we have issued and sold our digital assets, GX Token, to other investors.

Revenue from leasing real estate properties

Rental revenue represents rental income from the Company’s tenants. The tenants pay in accordance with the terms in the lease agreements, and the Company recognizes the income ratably over the lease term, as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying assets.

Revenue from trading of real estate properties

The Company follows the guidance of ASC 610-20,Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets. Generally, the Company’s sales of real estate properties are considered as a sale of a nonfinancial asset. Under ASC 610-20, the Company derecognizes its assets and recognizes a gain or loss on the sale of real estate when control of the underlying asset transfers to the buyer.

During the three and six months ended June 30, 2026, and 2025, no real estate property was sold.

Cost of revenues

Cost of service revenue primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered.

Cost of digital revenue primarily consists of the cost of technical advisory and IT support to blockchain-based services directly attributable to the cost of digital platforms and digital assets.

Cost of rental revenue primarily includes costs associated with repairs and maintenance, property management fees, insurance, depreciation, and other related administrative costs. Utility expenses are paid directly by tenants.

Cost of real estate property sold primarily consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred.

The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area:

Deferred costs of revenue

For a service contract where the performance obligation has not been completed, deferred costs of revenue is recorded for any costs incurred in advance before completion of the performance obligation.

Deferred revenue

For a service contract where the performance obligation has not been completed, the deferred revenue is recorded for any payments received in advance before completion of the performance obligation.

As of June 30, 2026, and December 31, 2025, deferred costs of revenue and deferred revenue are classified as current assets and current liabilities, respectively:

Changes in deferred revenue during the six months ended June 30, 2026 are as follows:

NOTE 3 -DIGITAL ASSETS

We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately.

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not provide liquidity to the same extent as cash and cash equivalents.

As of June 30, 2026, the details of digital assets we held are as follows:

As of December 31, 2025, the details of digital assets we held are as follows:

The following table sets forth a summary of the changes in the estimated fair value of our digital assets during the period ended June 30, 2026, and the year ended December 31, 2025, respectively:

The estimated fair value of our digital assets was $234,055 and $282,161 as of June 30, 2026, and December 31, 2025, respectively.

For the three and six months ended June 30, 2026, we recognized a fair value loss on digital assets of $894 and $2,184, respectively.

For the three months ended June 30, 2025, we recognized a fair value gain on digital assets of $1,895, while for the six months ended June 30, 2025, we recognized a fair value loss on digital assets of $4,870.

During 2024, we issued 4,000,000 tokens of our digital assets, GX Token, in exchange for 5,000,000 tokens of Dignity Token, an asset-backed crypto security token (“DiGau”). Despite the token exchange, DiGau was not recognized in our consolidated balance sheets as of June 30, 2026, and December 31, 2025, as the transaction did not meet the criteria for asset recognition.

As of the date of this report, we have not yet determined the value of DiGau and are still evaluating the fair value due to a lack of observable market transactions and price information. As a result, the transaction was not disclosed in our condensed consolidated financial statements for the period ended June 30, 2026.

We do not expect that the exclusion of the transaction will have a significant effect on our consolidated financial statements as of June 30, 2026, and December 31, 2025, respectively.

NOTE 4 -OTHER INVESTMENTS

Investments in equity securities without readily determinable fair values of affiliates (related parties):

Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired.

The Company believes all its invested equity securities are without readily determinable values even though certain of the equity securities are listed in the over-the-counter (OTC) market, as their securities are not actively traded on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC) or in the OTC market.

In addition, the Company records its equity securities without readily determinable fair values at cost. For these cost method investments, the Company records them as other investments in its consolidated balance sheets (the “Investments”). The Company reviews the Investments quarterly to determine if impairment indicators are present; however, it is not required to determine the fair value of the Investments unless impairment indicators exist. When impairment indicators exist, the Company generally adopts the valuation methods allowed under ASC820 (Fair Value Measurement) to evaluate whether the fair values of the Investments approximate or exceed their carrying values.

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

As of June 30, 2026, the Company recorded the investment in Forekast at $17,000,000.

Set forth below are the details of the share exchange in connection with the minority investment in Forekast described above, as extracted from Annex A to the Share Exchange Agreement:

On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company acquired 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”).

On November 20, 2025, the Company filed a Current Report on Form 8-K including the Acquisition Agreement as an exhibit with the SEC. The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, including authorization, enforceability, compliance with securities laws, absence of undisclosed liabilities, and the Seller’s obligation to assist with Schedule 13D and other required SEC beneficial ownership filings.

Pursuant to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the Company shall issue to the Seller 800,000 shares of its Common Stock, valued at $1.50 per share, for the aggregate closing consideration of $1,200,000 (the “Consideration”).

On April 16, 2026 (the “Closing Date”), all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At the Closing, the Company acquired 10 ordinary shares of Greenophene from the Seller, representing a minority interest of 0.99% of Greenophene’s outstanding equity interests as of the Closing Date. For the Consideration, the Company issued to the Seller 800,000 shares of its Common Stock, $1.50 per share, for an aggregate value of $1,200,000.

As of June 30, 2026, the Company recorded the investment in Greenophene at $1,200,000.

During the six months ended June 30, 2026, and the year ended December 31, 2025, the changes in carrying values of the Investments are as follows:

The Company had cost method investments without readily determinable fair values with a carrying value of $18,200,000 and $0 as of June 30, 2026, and December 31, 2025, respectively.

For the three and six months ended June 30, 2026, no impairment or reversal of impairment of investment was recognized.

During the year ended December 31, 2025, the Company recognized an impairment of $12,073 for two (2) of the Investments and recorded a reversal of impairment of $150 for one (1) of the Investments.

As of June 30, 2026, and December 31, 2025, the accumulated impairment loss of the Investments was $8,330,989.

NOTE 5 -STOCKHOLDERS’ EQUITY

The Company’s authorized capital consists of 600,000,000 shares, of which 500,000,000 shares are designated as shares of common stock, par value $0.0001 (the “Common Stock”), and 100,000,000 shares are designated as shares of preferred stock, par value $0.0001. No shares of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the board of directors before the issuance of any shares of preferred stock in such series.

Issuance of 8,500,000 shares on March 31, 2026

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its Common Stock, valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

Issuance of 800,000 shares on April 16, 2026

On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company acquired 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”).

On November 20, 2025, the Company filed a Current Report on Form 8-K including the Acquisition Agreement as an exhibit with the SEC. The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, including authorization, enforceability, compliance with securities laws, absence of undisclosed liabilities, and the Seller’s obligation to assist with Schedule 13D and other required SEC beneficial ownership filings.

Pursuant to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the Company shall issue to the Seller 800,000 shares of its Common Stock, valued at $1.50 per share, for the aggregate closing consideration of $1,200,000 (the “Consideration”).

On April 16, 2026 (the “Closing Date”), all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At the Closing, the Company acquired 10 ordinary shares of Greenophene from the Seller, representing a minority interest of 0.99% of Greenophene’s outstanding equity interests as of the Closing Date. For the Consideration, the Company issued to the Seller 800,000 shares of its Common Stock, $1.50 per share, for an aggregate value of $1,200,000.

Issuance of 107,310 shares on April 28, 2026

On April 28, 2026, the Company entered into a subscription agreement with its Chief Executive Officer, President and Director, Mr. Lee, Chong Kuang (“Mr. Lee”), providing for the private placement of 107,310 shares of its Common Stock at a per share purchase price of $2.3297 (the “Offering”) for aggregate gross proceeds of $250,000. The Offering closed on April 28, 2026, and the Company plans to use the proceeds of the Offering for operating capital.

Issuance of 28,949 shares on May 29, 2026

On May 29, 2026, the Company entered into a subscription agreement with Mr. Lee, providing for the private placement of 28,949 shares of its Common Stock at a per share purchase price of $1.7272 (the “Offering”) for aggregate gross proceeds of $50,000. The Offering closed on May 29, 2026, and the Company plans to use the proceeds of the Offering for operating capital.

Issuance of 65,591 shares on June 30, 2026

On June 30, 2026, the Company entered into a subscription agreement with Mr. Lee, providing for the private placement of 65,591 shares of its Common Stock at a per share purchase price of $1.5246 (the “Offering”) for aggregate gross proceeds of $100,000. The Offering closed on June 30, 2026, and the Company plans to use the proceeds of the Offering for operating capital.

A list of the issuance of the Company’s Common Stock during the six months ended June 30, 2026, is set forth below:

For the period ended June 30, 2026, the Company issued 9,501,850 shares of its Common Stock, including 9,300,000 shares issued for other investments valued $18,200,000 and 201,850 shares issued to its CEO, Mr. Lee in private placements for total proceeds of $400,000.

During 2025, the Company in aggregate issued 1,050,000 shares of its Common Stock to individual investors in private placements, for total proceeds of $1,235,000. The proceeds aim to fund the expansion of the Company’s operations.

NOTE 6 -LEASES

As of June 30, 2026, the Company has an operating lease agreement for one office space in Hong Kong, with a non-cancellable term of one year commencing from March 15, 2026, to March 14, 2027, after a cancellable term ofone year expired on March 14, 2026, and has a finance lease for a motor vehicle in Malaysia, with a term offive years, respectively. Other than these leases, the Company does not have any other leases over the term of one year. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

The components of lease expense and supplemental cash flow information related to operating leases and finance leases for the periods ended June 30, 2026, and 2025 are as follows:

The supplemental balance-sheet information related to leases as of June 30, 2026 and December 31, 2025, is as follows:

Maturities of the Company’s lease liabilities as of June 30, 2026, are as follows:

For the three months ended June 30, 2026, total lease costs were $22,998, including operating lease costs of $22,828 and finance lease costs of $170. For the three months ended June 30, 2025, total lease costs were $28,096, including operating lease costs of $27,866 and finance lease costs of $230.

For the six months ended June 30, 2026, total lease costs were $50,686, including operating lease costs of $50,324 and finance lease costs of $362. For the six months ended June 30, 2025, total lease costs were $56,986, including operating lease costs of $56,520 and finance lease costs of $466.

NOTE 7 -RELATED PARTY TRANSACTIONS

The amounts due from related parties are interest-free, unsecured, and have no fixed terms of repayment.

The amounts due to related parties are interest-free, unsecured, and repayable on demand.

Related party A is under the common control of Mr. Loke, Che Chan Gilbert, the Company’s Chief Financial Officer, and a major shareholder.

Related party B represents companies in whichthe Company owns a respective percentage ranging from 1% to 18% interest in those companies.

Related party C is controlled by a director of some wholly owned subsidiaries of the Company.

Related party D represents companies that we have determined we can significantly influence based on our common business relationships.

Related party E represents companies whose CEO was a consultant to the Company, and who was also a director of Aquarius Protection Fund and a shareholder of the Company. Related party E is no longer our consultant and shareholder, and hence, our related party relationship came to an end on August 29, 2024.

Related party F represents a family member of Mr. Loke or family members of Mr. Loke.

Related party G is under the common control of Mr. Lee, Chong Kuang, the Company’s Chief Executive Officer and a major shareholder.

Related party H represents a company in which we currently have an approximate 48% equity-method investment. On December 31, 2023, the Company determined the amount due from related party H of $60,000 was impaired and recognized an impairment of other receivables of $60,000 for the year ended December 31, 2023. During 2018, the Company acquired approximately 49% of related party H for total consideration of $368,265. On December 31, 2018, the Company determined that its investments in related party H were impaired and recognized an impairment of other investments of $368,265.

Related party I which is controlled by a family member of Mr. Lee.

Related party J represents a non-controlling interest in the Company’s subsidiary owning its real estate held for sale. The amount due to related party J was unsecured, bore no interest, was payable on demand, and was related to the initial acquisition of the real estate held for sale. Related party J became no longer our related party since our acquisition of all its 40% shareholdings in our subsidiary on April 15, 2024.

Related party K represents shareholders and directors of the Company. The amount due from related party K represents the amounts paid by the Company to third parties on behalf of our shareholders or directors. On the other hand, due to related party K represents the amounts paid by the shareholders or directors to third parties on behalf of the Company. The amounts due from or due to related party K are interest-free and are due on demand.

NOTE 8 -SEGMENT INFORMATION

ASC 280, “Segment Reporting” requires disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis.

The Company’s reportable segments are consistent with its internal organization structure and are regularly reviewed by the Company’s President and Chief Executive Officer (chief operating decision-maker or “CODM”) to allocate resources and assess performance for the entire Company. The CODM does not evaluate performance or allocate resources based on other income or expenses, and therefore such information is not allocated across its reportable segments. Other income or expenses which are not allocated to reportable segments are presented in the consolidated statements of operations and comprehensive income or loss.

Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes.

The Company operates three reportable business segments:

The Company had no inter-segment sales for the periods presented. Pursuant to ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, the summarized financial information concerning the Company’s reportable segments is shown as below:

(a) By Categories

Currently, the Company has three reportable segments that are based on the following business units: service business, digital business and real estate business, respectively.

Service business

The changes in equity securities investments without readily determinable fair values (“Equity-Method Investments”), total assets, and capital expenditure for long-lived assets for the periods ended June 30, 2026, and 2025 by reportable segment / business unit are as follows:

Digital business

The changes in Equity-Method Investments, total assets, and capital expenditure for long-lived assets for the periods ended June 30, 2026, and 2025 by reportable segment / business unit are as follows:

Real estate business

The changes in Equity-Method Investments, total assets, and capital expenditure for long-lived assets for the periods ended June 30, 2026, and 2025 by reportable segment / business unit are as follows:

(b) By Geography

The Company principally operates in three regions, including Hong Kong, Malaysia and China.

The distribution of revenues and significant expenses for the six months ended June 30, 2026 by region is as follows:

The distribution of Equity-Method Investments and total assets as of June 30, 2026, and expenditures for long-lived assets for the six months ended June 30, 2026, respectively, by region is as follows:

The distribution of revenues and significant expenses for the six months ended June 30, 2025 by region is as follows:

The distribution of Equity-Method Investments and total assets as of June 30, 2025, and expenditures for long-lived assets for the six months ended June 30, 2025, respectively, by region is as follows:

NOTE 9 –SUBSEQUENT EVENTS

On June 4, 2026, our wholly owned subsidiary, Forward Win International Limited (“FWIL”) which is principally engaged in trading and leasing of its owned properties in Hong Kong, entered into an agreement with two unrelated parties (collectively named “Buyers”) respectively for the sale of all its owned properties (the “Properties”) at total proceeds of HK$3,200,000, equivalent to approximately $408,000 (the “Transaction”).

On July 6, 2026, the Transaction was completed upon the transfer of ownership of the Properties to Buyers and receipt of the sales proceeds. Since the Transaction, FWIL has disposed of all the Properties.

On June 18, 2026, the board of directors and stockholders of the Company approved a 1-for-10 (1:10) reverse stock split of the Company’s Common Stock. The reverse stock split will become effective at the market open on August 6, 2026. As a result of the reverse stock split, every 10 shares of the Company’s issued and outstanding Common Stock will automatically combine into 1 share of Common Stock. No fractional shares will be issued as a result of the reverse stock split. Fractional shares that would otherwise have been issued as a result of the reverse stock split will be rounded up to the nearest whole share. Accordingly, stockholders who otherwise would have been entitled to receive a fractional share will receive one whole share of Common Stock in lieu of such fractional share, without payment of any cash or other consideration. The par value of $0.0001 and the total number of authorized shares of Common Stock remains unchanged.