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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-04-09 · 2059 added, 2227 removed, 743 unchanged (85% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules

and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal

officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer

have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024, and have concluded that our disclosure

controls and procedures were effective as of December 31, 2024.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange

Act Rule 13a-15.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process

designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair

presentation of published financial statements.

Management conducted assessments of the Company’s internal control over financial

reporting as of December 31, 2024, based on the framework and criteria established by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of

December 31, 2024, the Company’s internal controls over financial reporting were effective.

in Internal Control over Financial Reporting

were no other changes in our internal control over financial reporting during the year ended December 31, 2024, that have materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and

internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives.

However, our management

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors

and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because

of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some people, by collusion of two or

more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance

with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due

to error or fraud may occur and not be detected.

Evaluation of Disclosure Controls and Procedures

We have established disclosure

controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC,

and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate

to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness

of our disclosure controls and procedures as of December 31, 2025, and have concluded that our disclosure controls and procedures were

effective as of December 31, 2025.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15.

control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide

reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published

financial statements.

Management conducted assessments of the Company’s internal control over financial reporting as of December

31, 2025, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal

Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of December 31, 2025, the Company’s

internal controls over financial reporting were effective.

Changes in Internal Control over Financial Reporting

There were no other changes in

our internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our

Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and internal control over financial

reporting are designed to provide reasonable assurance of achieving their objectives.

However, our management does not expect that our

disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

A control system,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls

must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can

provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include

the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally,

controls can be circumvented by the individual acts of some people, by collusion of two or more people or by management override of the

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

have not been identified by the Securities and Exchange Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002

7214(i)(2)(A)) as having retained, for the preparation of the audit report on our financial statements included in the Form

10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company

Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority

in the foreign jurisdiction.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

following table sets forth certain information about our directors and executive officers as of the date of this Annual Report.

Chief Executive Officer, Director

Che Chan Gilbert

Financial Officer, Secretary, Treasurer, Chairman of the Board

Prabodh Kumar Kantilal H

Chuchottaworn,

Mean Kwong (1)(2)(3)

Chee Wah (1)(2)(3)

Christopher Yu Nien (1)(2)(3)

of the Audit Committee.

of the Compensation Committee.

of the Nominating and Corporate Governance Committee.

Chong Kuang , age 51, has served as our Chief Executive Officer, President, and Director since July 19, 2013.

During the period

from July 19, 2013, to June 5, 2019, he served as Chairman of the Board.

2003 until January 2015, Mr.

We have not been identified by

the Securities and Exchange Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

7214(i)(2)(A)) as

having retained, for the preparation of the audit report on our financial statements included in the Form 10-K, a registered public accounting

firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has

determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE

The following table sets forth

certain information about our directors and executive officers as of the date of this Annual Report.

Positions and Offices

Lee, Chong Kuang

President, Chief Executive Officer, Director

Loke, Che Chan Gilbert

Chief Financial Officer, Secretary, Treasurer, Chairman of the Board

Sheth, Prabodh Kumar Kantilal H

Chuchottaworn, Srirat (1)

Han, Mean Kwong (1)(2)(3)

Chew, Chee Wah (1)(2)(3)

Wong, Christopher Yu Nien (1)(2)(3)

Member of the Audit Committee.

Member of the Compensation Committee.

Member of the Nominating and Corporate Governance Committee.

Lee, Chong Kuang ,

age 52, has served as our Chief Executive Officer, President, and Director since July 19, 2013.

During the period from July 19, 2013,

to June 5, 2019, he served as Chairman of the Board.

From 2003 until January 2015,

Lee served as a director of Asia UBS Global Ltd, a Hong Kong company, which he founded in 2003.

served as director, Chief Financial Officer and Treasurer of Odenza Corp.

He served as director, Chief Financial

Officer and Treasurer of Odenza Corp.

from February 4, 2013, to April 29, 2016.

He also served

as the Chief Financial Officer and director of Moxian Corporation from October 2012 until December 2014.

Lee served as director

of Greenpro Talents Ltd.

from November 16, 2015, to June 6, 2017.

Lee has served as director of GC Investment Management

Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016.

He also served as the Chief Financial Officer and director

of Moxian Corporation from October 2012 until December 2014.

Lee served as director of Greenpro Talents Ltd.

from November 16, 2015,

to June 6, 2017.

Lee has served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia

Strategic SPC, since April 6, 2016.

From 1997 to 2000, Mr.

Lee worked at

Lee worked at K.

Ho & Co., Chartered Accountants.

He began his professional career with Siva Tan & Co., a Chartered Accountant firm in

Malaysia in 1995 where he remained until 1997.

a qualified member of the ACCA and Malaysia Institute of Accountants, Mr.

Lee earned his professional qualification from the Hong

Kong Institute of Certified Public Accountants and extended his professional services covering accounting, tax, and corporate

structuring planning with a special focus on cross-border client nature, in addition to his accounting software businesses.

established the Cross-Border Business Association (CBBA) – an NGO (Non-Government Organization) established under the Hong

Kong Society Act - to provide information and professional advice on Cross Border Business for its investment members.

Cross-Border Investment, especially in the mining resources companies which have been growing fast since 2011, Mr.

Lee continues to

support his clients by using cloud platforms to strengthen its clientele using technology advancement and models such as SaaS, PaaS,

etc., for accounting and management solution purposes.

Lee brings to the board of directors his business leadership, corporate strategy and accounting and financial expertise.

Che Chan Gilbert , age 70, has served as our Chief Financial Officer, Treasurer and Director since inception on July 19, 2013.

Effective from June 6, 2019, he serves as Chairman of the Board.

Loke has extensive knowledge of accounting and has been an accountant for more than 35 years.

He was trained and qualified with UHY

(formerly known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1981 and

His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listings has prompted him to

specialize in corporate advisory, risk management and internal controls serving small to medium-sized enterprises.

From September

1999 until June 2013, Mr.

Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional

and Continuing Education), which is an extension of the University of Hong Kong and provides professional and continuing education.

Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock

Exchange from January 2008 to July 2008 and as Chief Financial Officer for Asia Properties Inc.

from May 31, 2011, to March 28,

2012, and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the US, from 2011 to 2012.

Loke has served as

the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012.

He also served as the Chief

Executive Officer and a director of Moxian Corporation from October 2012 until December 2014.

Loke served as an independent

director of Odenza Corp.

He began his professional

career with Siva Tan & Co., a Chartered Accountant firm in Malaysia in 1995 where he remained until 1997.

As a qualified member of the ACCA

and Malaysia Institute of Accountants, Mr.

Lee earned his professional qualification from the Hong Kong Institute of Certified Public

Accountants and extended his professional services covering accounting, tax, and corporate structuring planning with a special focus on

cross-border client nature, in addition to his accounting software businesses.

Lee established the Cross-Border Business Association

(CBBA) – an NGO (Non-Government Organization) established under the Hong Kong Society Act - to provide information and professional

advice on Cross Border Business for its investment members.

For the Cross-Border Investment, especially in the mining resources companies

which have been growing fast since 2011, Mr.

Lee continues to support his clients by using cloud platforms to strengthen its clientele

using technology advancement and models such as SaaS, PaaS, etc., for accounting and management solution purposes.

Lee brings to the board of

directors his business leadership, corporate strategy and accounting and financial expertise.

Loke, Che Chan Gilbert ,

age 71, has served as our Chief Financial Officer, Treasurer and Director since inception on July 19, 2013.

Effective from June 6,

2019, he serves as Chairman of the Board.

Loke has extensive knowledge

of accounting and has been an accountant for more than 35 years.

He was trained and qualified with UHY (formerly known as Hacker Young),

Chartered Accountants, one of the large accounting firms based in London, England between 1981 and 1988.

His extensive experience in auditing,

accounting, taxation, SOX compliance and corporate listings has prompted him to specialize in corporate advisory, risk management and

internal controls serving small to medium-sized enterprises.

From September 1999 until June 2013, Mr.

Loke served as an adjunct lecturer

in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University

of Hong Kong and provides professional and continuing education.

Loke worked as an independent, non-executive director of ZMay Holdings

Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008 and as Chief Financial Officer for Asia

Properties Inc.

from May 31, 2011, to March 28, 2012, and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the US,

from 2011 to 2012.

Loke has served as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16,

He also served as the Chief Executive Officer and a director of Moxian Corporation from October 2012 until December 2014.

served as an independent director of Odenza Corp.

from February 2013 to May 2015.

He has also served as the Chief Financial Officer, Secretary, Treasurer,

and director of CGN Nanotech, Inc.

He has also served as the Chief Financial Officer, Secretary,

Treasurer, and director of CGN Nanotech, Inc.

from September 4, 2014, to September 28, 2016.

Loke served as director of Greenpro Talents Ltd.

Loke served as director of

Greenpro Talents Ltd.

from November 16, 2015, to June 6, 2017.

Loke has served as director of GC

Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016.

his degree of MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA,

AIA and HKICPA.

He also earned other professional qualifications from the HKICS, ICSA as a Chartered Secretary, FPAM - Malaysia as

a Certified Financial Planner, ATIHK as a tax adviser in Hong Kong and CWM Institute as a Chartered Wealth Manager in Hong

Loke brings to the board of directors accounting and financial expertise, and business leadership.

Loke has served as director of GC Investment Management Limited, which

is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016.

Loke earned his degree of MBA from Bulacan State University,

Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA.

He also earned other professional qualifications

from the HKICS, ICSA as a Chartered Secretary, FPAM - Malaysia as a Certified Financial Planner, ATIHK as a tax adviser in Hong Kong and

CWM Institute as a Chartered Wealth Manager in Hong Kong.

Loke brings to the board of

directors accounting and financial expertise, and business leadership.

Prabodh Kumar Kantilal H , age 63, joined us as an Independent Director of the Company on March 1, 2024.

On May 31, 2024, the

Board re-designated Mr.

On May 31, 2024, the Board

re-designated Mr.

Sheth from an Independent Director to a Non-executive Director and Mr.

2 unchanged sentences

June 1, 2024.

Sheth has over 30 years of experience in accounting, auditing, business advisory, computer risk management, IT, and executive management.

He started his career at Arthur Andersen & Co., an American accounting firm from December 1986 to August 1996 as senior manager serving

in its Los Angeles office and Kuala Lumpur office for 6 years and 4 years, respectively.

Sheth has over 30 years of

experience in accounting, auditing, business advisory, computer risk management, IT, and executive management.

He started his career at

Arthur Andersen & Co., an American accounting firm from December 1986 to August 1996 as senior manager serving in its Los Angeles

office and Kuala Lumpur office for 6 years and 4 years, respectively.

During his tenure there, Mr.

roles were to provide audit and assurance services for both public and private companies and to build up a computer risk management division.

From August 1996 to June 2008, Mr.

Sheth’s key roles were to provide

audit and assurance services for both public and private companies and to build up a computer risk management division.

From August 1996

to June 2008, Mr.

Sheth served as executive director as well as investor of Com-Line Systems Sdn.

Bhd., a Malaysia company

specializing in the development of standard application packages and providing turnkey solution development services.

In this role, he

supervised the whole process of project delivery from product development, system implementation, sales and marketing, finance, human

resources, and operations.

Bhd., a Malaysian company specializing

in the development of standard application packages and providing turnkey solution development services.

In this role, he supervised the

whole process of project delivery from product development, system implementation, sales and marketing, finance, human resources, and

From July 2008 to December 2016, he served as Chief Executive Officer of Clever Edge Sdn.

Bhd., a Malaysian

company principally provides IT services and consulting services in accounting systems.

Bhd., a Malaysian company principally

provides IT services and consulting services in accounting systems.

May 2016, Mr.

Sheth has served as Chief Executive Officer and director of ICEE International Sdn.

Bhd., a Malaysia company specializing

Bhd., a Malaysian company specializing

in energy savings and provides an autonomous climate-tech solution for chiller optimization.

Since May 2022, he has served as Chief

Operating Officer of Cognitive Digital Sdn.

Bhd., a Malaysia company providing technical and advisory support for the clients in their

digital transformation projects and planning for optimizing allocation of resources.

Sheth earned a Bachelor of Science degree in accounting from Illinois State University in 1986.

Sheth brings to the board of directors his significant senior executive leadership experience, as well as relevant experience in auditing

and assurance, risk management, information technology and product development.

Chuchottaworn,

Srirat, age 56, joined us as an Independent Director on October 18, 2015.

Chuchottaworn has more than 20 years in the IT and consulting business.

In 1997, she became an SAP consultant for finance and controlling

(FI/CO) and held a certificate of FI/CO.

Since May 2022, he has served as Chief Operating

Officer of Cognitive Digital Sdn.

Bhd., a Malaysian company providing technical and advisory support for the clients in their digital transformation

projects and planning for optimizing allocation of resources.

earned a Bachelor of Science degree in accounting from Illinois State University in 1986.

brings to the board of directors his significant senior executive leadership experience, as well as relevant experience in auditing and

assurance, risk management, information technology and product development.

Chuchottaworn, Srirat, age

57, joined us as an Independent Director on October 18, 2015.

Chuchottaworn has more than

20 years in the IT and consulting business.

In 1997, she became an SAP consultant for finance and controlling (FI/CO) and held a certificate

In 2004, she founded I AM Group and has been the group director since then.

She is an experienced

project manager and holds multiple SAP certifications.

She earned a bachelor’s degree in engineering from the King Monkut’s

Institute of Technology Ladkrabang and a Master of Science in Information Technology from Chulalongkorn University.

Chuchottaworn brings to the Board her business leadership and experience and familiarity with conducting business in Thailand.

She is an experienced project manager and holds

multiple SAP certifications.

She earned a bachelor’s degree in engineering from the King Monkut’s Institute of Technology

Ladkrabang and a Master of Science in Information Technology from Chulalongkorn University.

Chuchottaworn brings to the

Board her business leadership and experience and familiarity with conducting business in Thailand.

Mean Kwong , age 70, joined us as an Independent Director of the Company on March 1, 2024.

Han is a Chartered Accountant with the Chartered Accountants Australia and New Zealand and the Malaysian Institute of Accountants.

Han has 50 years of experience in accounting, auditing, taxation, consulting, and training.

He started his career at Yuen Tang

& Co., a Malaysian CPA firm from March 1974 to June 1976 as an articled clerk and subsequently moved to another Malaysian CPA

firm, Larry Seow & Co.

as an audit and tax assistant from July 1976 to September 1979.

From October 1979 to August 1981, he

served as assistant accountant of UMW (Malaya) Sdn.

Bhd., a heavy equipment distributer in Malaysia.

From September 1981 to March

1983, he served as accountant of Tampoi Oil Products Sdn.

Bhd., a palm oil refinery in Malaysia.

From February 1990 to March 1992,

he served as financial controller at San Hin Welding & Construction Sdn.

Han is a Chartered Accountant

with the Chartered Accountants Australia and New Zealand and the Malaysian Institute of Accountants.

Han has 50 years of experience

in accounting, auditing, taxation, consulting, and training.

He started his career at Yuen Tang & Co., a Malaysian CPA firm from March

1974 to June 1976 as an articled clerk and subsequently moved to another Malaysian CPA firm, Larry Seow & Co.

as an audit and tax

assistant from July 1976 to September 1979.

From October 1979 to August 1981, he served as assistant accountant of UMW (Malaya) Sdn.

a heavy equipment distributer in Malaysia.

From September 1981 to March 1983, he served as accountant of Tampoi Oil Products Sdn.

a palm oil refinery in Malaysia.

From February 1990 to March 1992, he served as financial controller at San Hin Welding & Construction

Bhd., a construction company in Brunei.

principal of a CPA firm in Malaysia, C T Lim & Co.

from January 1998 to December 2002.

Han established his own consulting company, Serba Management Services Sdn.

in Malaysia, providing management consulting and company

secretarial services from April 1983 to December 1997.

Since January 2003, he established another consulting company, Arrow Training

in Malaysia, principally providing training, finance, and human resources services.

He has also provided corporate advisory

and training services on a freelance basis since April 2013.

Han earned a bachelor’s degree of commerce in accounting from Nelson Marlborough Institute of Technology in New Zealand in 1996.

Han brings to the board of directors his extensive experience in accounting, auditing, taxation, consulting, and training.

He served as principal of a CPA firm in Malaysia, C T Lim & Co.

from January 1998 to

December 2002.

Han established his own consulting

company, Serba Management Services Sdn.

in Malaysia, providing management consulting and company secretarial services from April

1983 to December 1997.

Since January 2003, he established another consulting company, Arrow Training Sdn.

in Malaysia, principally

providing training, finance, and human resources services.

He has also provided corporate advisory and training services on a freelance

basis since April 2013.

Han earned a bachelor’s

degree of commerce in accounting from Nelson Marlborough Institute of Technology in New Zealand in 1996.

brings to the board of directors his extensive experience in accounting, auditing, taxation, consulting, and training.

Chee Wah , age 61, joined us as an Independent Director of the Company on June 1, 2024.

Chew is a fellow member of the Association of Taxation and Management Accountants (ATMA), Australia.

Chew has over 30 years of experience

in corporate management, advisory and restructuring.

Chew is a fellow member of

the Association of Taxation and Management Accountants (ATMA), Australia.

Chew has over 30 years of experience in corporate management,

advisory and restructuring.

He started his career at Crestline Corporation Sdn.

Bhd., a Malaysian company providing

general contracting, computer equipment and printing services, as one of the co-founders and a director from January to October in 1985

and subsequently founded another Malaysian company, Unique Computer House Sdn.

Bhd., specializing in computer hardware and software selling,

as a major shareholder and director from October 1985 to December 1990.

July 1993 to September 2008, Mr.

Chew served as an advisor in both public and private entities including the role of personal

advisor to the managing director in Shougang Concord Grand (Group) Limited (0730.HK), a company listed on the Main Board (the

“Main Board”) of the Stock Exchange of Hong Kong Limited (the “SEHK”) for the year of 1993 and Shenzhen

International Holdings Limited (0152.HK), a red chip company listed on the Main Board of the SEHK for the years of 1993 to 1995,

respectively.

Bhd., a Malaysian company providing general contracting,

computer equipment and printing services, as one of the co-founders and a director from January to October in 1985 and subsequently founded

another Malaysian company, Unique Computer House Sdn.

Bhd., specializing in computer hardware and software selling, as a major shareholder

and director from October 1985 to December 1990.

From July 1993 to September 2008,

Chew served as an advisor in both public and private entities including the role of personal advisor to the managing director in Shougang

Concord Grand (Group) Limited (0730.HK), a company listed on the Main Board (the “Main Board”) of the Stock Exchange of Hong

Kong Limited (the “SEHK”) for the year of 1993 and Shenzhen International Holdings Limited (0152.HK), a red chip company listed

on the Main Board of the SEHK for the years of 1993 to 1995, respectively.

During 2003 to 2004, Mr.

Chew served as China advisor of the University of Wales, UK and Binary University College,

Malaysia, respectively, principally responsible for recruiting overseas students from China for the universities.

From March 2006 to

September 2008, he was appointed by another Main Board company, Uni-Bio Science Group Limited (0690.HK) as group general manager and

subsequently promoted to become group advisor in 2007.

December 2011 to April 2014, he served as corporate finance advisory manager of Deloitte & Touche Financial Advisory Services Limited

(“Deloitte”).

During his tenure at Deloitte, he principally worked in Shenzhen, China and provided advisory services to both

corporate and private clients on mergers and acquisitions (M&A) or securities listing projects.

November 2014, Mr.

Chew has served as a director of various companies listed on the Main Board or the Growth Enterprise Market (the “GEM”)

Chew served as China advisor of the

University of Wales, UK and Binary University College, Malaysia, respectively, principally responsible for recruiting overseas students

from China for the universities.

From March 2006 to September 2008, he was appointed by another Main Board company, Uni-Bio Science Group

Limited (0690.HK) as group general manager and subsequently promoted to become group advisor in 2007.

From December 2011 to April 2014,

he served as corporate finance advisory manager of Deloitte & Touche Financial Advisory Services Limited (“Deloitte”).

During his tenure at Deloitte, he principally worked in Shenzhen, China and provided advisory services to both corporate and private clients

on mergers and acquisitions (M&A) or securities listing projects.

Since November 2014, Mr.

has served as a director of various companies listed on the Main Board or the Growth Enterprise Market (the “GEM”) of the

From November 2014 to May 2015, Mr.

Chew was appointed as a non-executive director and chairman of the board of directors

(the “BOD”) by a Main Board company, Golden Shield Holdings (Industrial) Limited (2123.HK), primarily responsible for overseeing

the company’s restructuring exercise and legal proceedings.

From May 2014 to April 2016, he was appointed as an executive director

and chairman of the BOD of hmvod Limited (formerly known as, “Tai Shing International (Holdings) Limited”), a company listed

on the GEM of the SEHK (8103.HK).

From March 2017 to November 2022, he was appointed as an executive director of another Main Board company,

Natural Dairy (NZ) Holdings Limited (0462.HK) and primarily responsible for restructuring of the company.

July 2021 to May 2022, Mr.

Chew served Solomon Financial Press Limited, a subsidiary of the GEM company, Jisheng Group Holdings Limited

(8133.HK) as Chief Operating Officer for the period of July 2021 to February 2022 and subsequently transferred to be Chief Investment

October 2023 to June 2024, Mr.

Chew served as an independent and non-executive director of Imperial Pacific International Holding Limited

(1076.HK), a company listed on the Main Board of the SEHK.

Chew earned a Doctor of Philosophy (PhD) degree in business administration from Nueva Ecija University of Science and Technology (NEUST)

in the Republic of the Philippines in 2013.

Chew brings to the Board his extensive experience in mergers and acquisitions, corporate management, advisory and restructuring.

Chew was appointed as a non-executive director and chairman of the board of directors (the “BOD”)

by a Main Board company, Golden Shield Holdings (Industrial) Limited (2123.HK), primarily responsible for overseeing the company’s

restructuring exercise and legal proceedings.

From May 2014 to April 2016, he was appointed as an executive director and chairman of the

BOD of hmvod Limited (formerly known as, “Tai Shing International (Holdings) Limited”), a company listed on the GEM of the

SEHK (8103.HK).

From March 2017 to November 2022, he was appointed as an executive director of another Main Board company, Natural Dairy

(NZ) Holdings Limited (0462.HK) and primarily responsible for restructuring of the company.

From July 2021 to May 2022, Mr.

Chew served Solomon Financial Press Limited, a subsidiary of the GEM company, Jisheng Group Holdings Limited (8133.HK) as Chief Operating

Officer for the period of July 2021 to February 2022 and subsequently transferred to be Chief Investment Officer.

From October 2023 to June 2024,

Chew served as an independent and non-executive director of Imperial Pacific International Holding Limited (1076.HK), a company listed

on the Main Board of the SEHK.

Chew earned a Doctor of Philosophy

(PhD) degree in business administration from Nueva Ecija University of Science and Technology (NEUST) in the Republic of the Philippines

Chew brings to the Board his

extensive experience in mergers and acquisitions, corporate management, advisory and restructuring.

Christopher Yu Nien , age 51, joined us as an Independent Director of the Company on June 1, 2024.

Wong is a Chartered Member (Chartered MCSI) of the Chartered Institute of Securities & Investment (CISI), United Kingdom (UK) and

is a registered Trust and Estate Practitioner (TEP) of the Society of Trust and Estate Practitioners (STEP).

Wong was conferred the

Knight Companion of The Most Esteemed Order of the Crown of Pahang, Darjah Indera Mahkota Pahang (DIMP) for his rendering meritorious

service to the State of Pahang in Malaysia and carries the title Dato’.

1999 to 2002, Mr.

Wong worked in Hong Kong as a registered foreign lawyer in the global capital markets practice group in a global

law firm, Allen & Overy.

In 2001, he was called to the English Bar as a barrister-at-law with The Honourable Society of

Lincoln’s Inn.

For the next decade from 2002 to 2011, he worked as transaction and execution counsel in a global European

financial institution, Deutsche Bank AG (Deutsche Bank) and served as a director of one of Deutsche Bank’s branch companies in

Hong Kong, DB Trustees (Hong Kong) Limited.

From 2011 to 2020, he moved to The Bank of New York Mellon (BNY Mellon), a global US

trust and custody bank, initially served as managing director and associate general counsel responsible for the bank’s issuer

and collateral support legal teams in Asia Pacific and subsequently was promoted to become Asia Pacific head of relationship

management for the bank’s corporate trust business in the Asia Pacific region.

He also served as a director of one of BNP

Mellon’s branch companies in Hong Kong, BNY Mellon Trustee Company (Hong Kong) Limited.

2020 to 2021, Mr.

Wong served as general counsel in Claritas HealthTech Pte.

Ltd., an emerging Artificial Intelligence (AI)

Healthtech startup company in Singapore.

From 2021 to 2023, he served as Head of Capital Markets North Asia of Intertrust Group, a

European corporate service firm as the founder of its capital markets and corporate trust business in North Asia based in Hong Kong,

building a new client base and servicing platform from ground-up, covering client segments such as investment banks, sovereign

agencies, regulatory technology (RegTech) companies and financial technology (FinTech) companies.

Wong founded FYDUS Group, a fiduciary and professional solution provider in Asia and the Middle East and has served as Chief Commercial

Officer since 2023.

Wong was admitted as an Advocate and Solicitor of the High Court of Malaya in December 2021.

He has been a partner of a legal firm in

Kuala Lumpur, Malaysia Chow Kok Leong & Co.

Wong is a Chartered Member

(Chartered MCSI) of the Chartered Institute of Securities & Investment (CISI), United Kingdom (UK) and is a registered Trust and Estate

Practitioner (TEP) of the Society of Trust and Estate Practitioners (STEP).

Wong was conferred the Knight Companion of The Most Esteemed

Order of the Crown of Pahang, Darjah Indera Mahkota Pahang (DIMP) for his rendering meritorious service to the State of Pahang in Malaysia

and carries the title Dato’.

From 1999 to 2002, Mr.

in Hong Kong as a registered foreign lawyer in the global capital markets practice group in a global law firm, Allen & Overy.

he was called to the English Bar as a barrister-at-law with The Honourable Society of Lincoln’s Inn.

For the next decade from 2002

to 2011, he worked as transaction and execution counsel in a global European financial institution, Deutsche Bank AG (Deutsche Bank) and

served as a director of one of Deutsche Bank’s branch companies in Hong Kong, DB Trustees (Hong Kong) Limited.

From 2011 to 2020,

he moved to The Bank of New York Mellon (BNY Mellon), a global US trust and custody bank, initially served as managing director and associate

general counsel responsible for the bank’s issuer and collateral support legal teams in Asia Pacific and subsequently was promoted

to become Asia Pacific head of relationship management for the bank’s corporate trust business in the Asia Pacific region.

served as a director of one of BNP Mellon’s branch companies in Hong Kong, BNY Mellon Trustee Company (Hong Kong) Limited.

From 2020 to 2021, Mr.

as general counsel in Claritas HealthTech Pte.

Ltd., an emerging Artificial Intelligence (AI) Healthtech startup company in Singapore.

From 2021 to 2023, he served as Head of Capital Markets North Asia of Intertrust Group, a European corporate service firm as the founder

of its capital markets and corporate trust business in North Asia based in Hong Kong, building a new client base and servicing platform

from ground-up, covering client segments such as investment banks, sovereign agencies, regulatory technology (RegTech) companies and financial

technology (FinTech) companies.

Wong founded FYDUS Group,

a fiduciary and professional solution provider in Asia and the Middle East and has served as Chief Commercial Officer since 2023.

Wong was admitted as an Advocate

and Solicitor of the High Court of Malaya in December 2021.

He has been a partner of a legal firm in Kuala Lumpur, Malaysia Chow Kok Leong

with a focus on cross-border banking, trust, and capital markets transactions since early 2024.

Wong serves on the board of Bauhinia ILBS 1 Limited, the first Hong Kong public listed company sponsored by a Hong Kong government

agency to issue the first Hong Kong-listed asset-backed securities based on infrastructure project loans.

Wong was awarded a Bachelor of Laws (LLB) degree from the University of Leicester, UK in July 1997.

Wong brings to the board of directors his extensive knowledge and experience in cross-border banking, trust, and capital markets.

Relationships

are no family relationships between any of our directors or executive officers.

in Certain Legal Proceedings

director or executive officer is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse

to us or any of our subsidiaries.

Currently, Mr.

Wong serves on

the board of Bauhinia ILBS 1 Limited, the first Hong Kong public listed company sponsored by a Hong Kong government agency to issue the

first Hong Kong-listed asset-backed securities based on infrastructure project loans.

Wong was awarded a Bachelor

of Laws (LLB) degree from the University of Leicester, UK in July 1997.

Wong brings to the board of

directors his extensive knowledge and experience in cross-border banking, trust, and capital markets.

Family Relationships

There are no family relationships

between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

No director or executive officer

is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

No director or executive officer has been involved in the last ten years in any of the following:

bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or

executive officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended

or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation

respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order

of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,

or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity;

the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons

associated with a member.

directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.

Directors are elected at the annual meetings to serve for one-year terms.

Officers are elected by, and serve at the discretion of, the

any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity;

being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board of Directors

Our board of directors shall hold meetings on at least a quarterly basis.

a Nasdaq-listed company, we comply with the NASDAQ Listing Rules with respect to certain corporate governance matters.

reporting company, under the NASDAQ rules we are required to maintain a board of directors comprised of a majority of independent

directors, and an audit committee of at least three (3) members, comprised solely of independent directors who also meet the

requirements of Rule 10A-3 under the Securities Exchange Act of 1934.

board of directors has reviewed the independence of our directors, applying the NASDAQ independence standards.

Based on this review,

the board of directors determined that each of Ms.

All directors hold office until

the next annual meeting of shareholders and until their successors have been duly elected and qualified.

Directors are elected at the

annual meetings to serve for one-year terms.

Officers are elected by, and serve at the discretion of, the board of directors.

of directors shall hold meetings on at least a quarterly basis.

As a Nasdaq-listed company, we

comply with the NASDAQ Listing Rules with respect to certain corporate governance matters.

As a smaller reporting company, under the NASDAQ

rules we are required to maintain a board of directors comprised of majority of independent directors, and an audit committee of at least

three (3) members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange

Director Independence

The board of directors has reviewed

the independence of our directors, applying the NASDAQ independence standards.

Based on this review, the board of directors determined

that each of Ms.

Chuchottaworn, Srirat, Mr.

1 unchanged sentence

Chew, Chee Wah and Mr.

Wong, Christopher Yu Nien are independent within the meaning of the NASDAQ rules.

In making this determination,

our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances

our board of directors deemed relevant in determining their independence.

As required under applicable NASDAQ rules, our independent

directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive

session without the presence of non-independent directors and management.

board of directors has established standing committees in connection with the discharge of its responsibilities.

These committees include

an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Our board of directors has adopted

written charters for each of these committees.

Wong, Christopher Yu Nien are independent within

the meaning of the NASDAQ rules.

In making this determination, our board of directors considered the relationships that each of these

non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

As required under applicable NASDAQ rules, our independent directors will meet on a regular basis as often as necessary to fulfill their

responsibilities, including at least annually in executive sessions without the presence of non-independent directors and management.

Board Committees

Our board of directors has established

standing committees in connection with the discharge of its responsibilities.

These committees include an Audit Committee, a Compensation

Committee and a Corporate Governance and Nominating Committee.

Our board of directors has adopted written charters for each of these committees.

Copies of the charters are available on our website.

Our board of directors may establish

other committees as it deems necessary or appropriate from time to time.

Leadership Structure and Role in Risk Oversight

Loke, Che Chan Gilbert holds the positions of Chief Financial Officer and Chairman of the board of the Company.

The Board believes that

Loke’s services as both Chief Financial Officer and chairman of the board is in the best interest of the Company and its shareholders.

Loke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and

is thus best positioned to develop agendas that ensure that the board’s time and attention are focused on the most critical matters

relating to the business of the Company.

His combined role enables decisive leadership, ensures clear accountability, and enhances the

Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees,

and customers.

board has not designated a lead director.

Given the limited number of directors comprising the board, the independent directors call

and plan their executive sessions collaboratively and, between meetings of the board, communicate with management and one another directly.

Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all

currently participate might detract from rather than enhance the performance of their responsibilities as directors.

is responsible for assessing and managing risk, subject to oversight by the board of directors.

The board oversees our risk management

policies and risk appetite, including operational risks and risks relating to our business strategy and transactions.

Various committees

of the board assist the board in this oversight responsibility in their respective areas of expertise.

Audit Committee assists the board with the oversight of our financial reporting, independent auditors, and internal controls.

is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks, and implementing anti-fraud

The Audit Committee further discusses Greenpro’s policies with respect to risk assessment, risk management and financial

Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks.

Corporate Governance and Nominating Committee overviews risks relating to our governance policies and initiatives.

Audit Committee was established on March 23, 2016, and is currently comprised of all our independent directors:

Han, Mean Kwong (chairman),

Chuchottaworn, Srirat, Mr.

Our board of directors may establish other committees as it deems necessary or appropriate

from time to time.

Board Leadership Structure and Role in Risk Oversight

Loke, Che Chan Gilbert holds

the positions of Chief Financial Officer and Chairman of the board of the Company.

The Board believes that Mr.

Loke’s services as

both Chief Financial Officer and chairman of the board is in the best interest of the Company and its shareholders.

Loke possesses

detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and is thus best positioned

to develop agendas that ensure that the board’s time and attention are focused on the most critical matters relating to the business

of the Company.

His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability

to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees, and customers.

The board has not designated a

lead director.

Given the limited number of directors comprising the board, the independent directors call and plan their executive sessions

collaboratively and, between meetings of the board, communicate with management and one another directly.

Under these circumstances, the

directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract

from rather than enhance the performance of their responsibilities as directors.

Management is responsible for

assessing and managing risk, subject to oversight by the board of directors.

The board oversees our risk management policies and risk

appetite, including operational risks and risks relating to our business strategy and transactions.

Various committees of the board assist

the board in this oversight responsibility in their respective areas of expertise.

The Audit Committee assists the board with the oversight of our financial reporting, independent auditors, and internal controls.

It is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks, and implementing anti-fraud measures.

The Audit Committee further discusses Greenpro’s policies with respect to risk assessment, risk management and financial reporting.

The Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks.

The Corporate Governance and Nominating Committee overviews risks relating to our governance policies and initiatives.

Audit Committee

Our Audit Committee was established

on March 23, 2016, and is currently comprised of all our independent directors:

Han, Mean Kwong (chairman), Ms.

Chuchottaworn, Srirat,

Chew, Chee Wah and Mr.

Wong, Christopher Yu Nien.

Han is Chair of the Audit Committee, and he qualifies

as the Audit Committee’s financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined

by the board to meet the independence requirements of NASDAQ, and Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in

Rule 10A-3(c).

Han is Chair of the Audit Committee, and he qualifies as the Audit Committee’s

financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

According to its charter, the

Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the board

to meet the independence requirements of NASDAQ, and Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c).

The Company’s website contains a copy of the Audit Committee Charter.

The Audit Committee Charter describes the

primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

audits of the Company’s financial statements;

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and

the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s independent

registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing

such financial statements.

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal

separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal

audit function) and with the Company’s independent registered public accounting firm;

directly responsible for the appointment, compensation, retention, and oversight of the work of any independent registered public

accounting firm engaged in preparing or issue an audit report for the Company;

or recommend that the board take appropriate action to oversee and ensure the independence of the Company’s independent registered

public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent

registered public accounting firm, internal auditors, or management.

Compensation Committee will be responsible for, among other matters:

and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and

directors reviewing key employee compensation goals, policies, plans and programs;

administering

incentive and equity-based compensation;

and approving employment agreements and other similar arrangements between us and our executive officers;

and overseeing any compensation consultants or advisors.

Compensation Committee was established on March 17, 2017, and currently consists of Mr.

The Audit Committee Charter describes the primary functions

of the Audit Committee, including the following:

oversee the Company’s accounting and financial reporting processes;

oversee audits of the Company’s financial statements;

discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements.

recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year;

meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm;

be directly responsible for the appointment, compensation, retention, and oversight of the work of any independent registered public accounting firm engaged in preparing or issue an audit report for the Company;

take, or recommend that the board take appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm;

review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors, or management.

Compensation Committee

The Compensation Committee will

be responsible for, among other matters:

reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs;

administering incentive and equity-based compensation;

reviewing and approving employment agreements and other similar arrangements between us and our executive officers;

appointing and overseeing any compensation consultants or advisors.

Our Compensation Committee was

established on March 17, 2017, and currently consists of Mr.

Chew, Chee Wah (chairman), Mr.

Han, Mean Kwong

Wong, Christopher Yu Nien.

Han, Mean Kwong and Mr.

Wong, Christopher

Chew serves as chairman of the Compensation Committee.

Governance and Nominating Committee

Corporate Governance and Nominating Committee will be responsible for, among other matters:

or recommending selection candidates for directorships;

the independence of directors and director nominees;

and making recommendations regarding the structure and composition of our board and the board committees;

and recommending to the board corporate governance principles and practices;

and monitoring the Company’s Code of Business Conduct and Ethics;

the evaluation of the Company’s management.

Corporate Governance and Nominating Committee was established on March 17, 2017, and currently consists of Mr.

Han, Mean Kwong (chairman),

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating

Committee will be responsible for, among other matters:

selecting or recommending selection candidates for directorships;

evaluating the independence of directors and director nominees;

reviewing and making recommendations regarding the structure and composition of our board and the board committees;

developing and recommending to the board corporate governance principles and practices;

reviewing and monitoring the Company’s Code of Business Conduct and Ethics;

overseeing the evaluation of the Company’s management.

Our Corporate Governance and Nominating

Committee was established on March 17, 2017, and currently consists of Mr.

Han, Mean Kwong (chairman), Mr.

Chew, Chee Wah and Mr.

Wong, Christopher Yu Nien.

Christopher Yu Nien.

Han serves as chairman of the Corporate Governance and Nominating Committee.

Changes to the Procedures by Which Security Holders May Recommend Nominees to the Board

do not currently have a procedure by which security holders may recommend nominees to the Board.

Qualifications

board of directors is responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders.

This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience.

are general requirements for service on the board that are applicable to directors, and there are other skills and experience that should

be represented on the board, but not necessarily by each director.

The board considers the qualifications of director candidates individually

and in the broader context of the board’s overall composition and the Company’s current and future needs.

its assessment of each potential candidate, including those recommended by the stockholders, the board will consider the nominee’s

judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other

factors it determines are pertinent in the light of the current needs of the board.

The board also takes the ability of each potential

candidate into account, such as to evaluate the time and effort necessary to fulfill his or her responsibilities to the Company, business

experiences and specialized skills of each candidate.

Diversity of background including diversity of race, ethnicity, international background,

gender and age, may be considered by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership.

of Business Conduct and Ethics

board of directors has adopted a code of ethics that applies to all our directors, officers, and employees, including our principal executive

officer, principal financial officer and principal accounting officer.

The code addresses, among other things, honesty and ethical conduct,

conflicts of interest, compliance with laws, regulations, and policies, including disclosure requirements under the federal securities

laws, confidentiality, trading on inside information, and reporting of violations of the code.

The code of ethics is available on the

Company’s website “greenprocapital.com”.

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Securities Exchange Act requires our directors and executive officers, and people who own more than 10% of our Common Stock,

to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide

us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written representations by

our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act,

we believe that all Section 16(a) filing requirements for our directors, executive officers and 10% stockholders, were met during the

year ended December 31, 2024.

Material Changes to the Procedures by Which Security

Holders May Recommend Nominees to the Board

We do not currently have a procedure

by which security holders may recommend nominees to the Board.

Director Qualifications

The board of directors is responsible

for overseeing the Company’s business consistent with their fiduciary duty to the stockholders.

This significant responsibility

requires highly skilled individuals with various qualities, attributes and professional experience.

There are general requirements for

service on the board that are applicable to directors, and there are other skills and experience that should be represented on the board,

but not necessarily by each director.

The board considers the qualifications of director candidates individually and in the broader context

of the board’s overall composition and the Company’s current and future needs.

In its assessment of each potential

candidate, including those recommended by the stockholders, the board will consider the nominee’s judgment, integrity, experience,

independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent

in the light of the current needs of the board.

The board also takes the ability of each potential candidate into account, such as to

evaluate the time and effort necessary to fulfill his or her responsibilities to the Company, business experiences and specialized skills

of each candidate.

Diversity of background including diversity of race, ethnicity, international background, gender and age, may be considered

by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership.

Code of Business Conduct and Ethics

Our board of directors has adopted

a code of ethics that applies to all our directors, officers, and employees, including our principal executive officer, principal financial

officer and principal accounting officer.

The code addresses, among other things, honesty and ethical conduct, conflicts of interest,

compliance with laws, regulations, and policies, including disclosure requirements under the federal securities laws, confidentiality,

trading on inside information, and reporting of violations of the code.

The code of ethics is available on the Company’s website

“greenprocapital.com”.

Insider Trading Policy and Procedures

We have adopted an insider trading

policy governing the purchase, sale and other dispositions of our securities by directors, officers and employees, as well as the Company’s

repurchases of its own securities.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules

and regulations, and applicable Nasdaq listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities

Exchange Act requires our directors and executive officers, and people who own more than 10% of our Common Stock, to file reports regarding

ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding

their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing

requirements for our directors, executive officers and 10% stockholders, were met during the year ended December 31, 2025.

EXECUTIVE COMPENSATION

forth below is information regarding the compensation paid during the years ended December 31, 2024, and 2023 to our Principal Executive

Officer and Principal Financial Officer, who are collectively referred to as “named executive officers” elsewhere in this

Annual Report.

below is information regarding the compensation paid during the years ended December 31, 2025, and 2024 to our Principal Executive Officer

and Principal Financial Officer, who are collectively referred to as “named executive officers” elsewhere in this Annual Report.

Name and Principal Position

4 unchanged sentences

Chief Financial Officer, Secretary and Treasurer

Loke, Che Chan Gilbert, our Chief Financial Officer, Secretary, Treasurer and Director, and Mr.

Lee, Chong Kuang, our Chief Executive

Officer and Director, signed an employment agreement on July 28, 2020.

The employment agreement came into effect on September 1, 2020,

and would expire on August 31, 2023.

Employment Agreements

Loke, Che Chan Gilbert,

our Chief Financial Officer, Secretary, Treasurer and Director, and Mr.

Lee, Chong Kuang, our Chief Executive Officer and Director, signed

an employment agreement on July 28, 2020.

The employment agreement came into effect on September 1, 2020, and would expire on August 31,

The terms of the agreement were the same as those of the previous employment agreements.

the terms of the agreements, each of Messrs.

Loke and Lee was entitled to receive a monthly salary of $13,000 and a monthly housing allowance

of $2,000, plus one month’s additional salary and housing allowance by the end of each year.

All of these were payable in the equivalent

amount of Hong Kong Dollars.

Under the terms of the agreements,

each of Messrs.

Loke and Lee was entitled to receive a monthly salary of $13,000 and a monthly housing allowance of $2,000, plus one month’s

additional salary and housing allowance by the end of each year.

All of these were payable in the equivalent amount of Hong Kong Dollars.

All variances were mainly due to fluctuation in currency exchange.

January 28, 2021, each of Messrs.

On January 28, 2021, each of Messrs.

Loke and Lee signed a revised employment agreement.

The terms of the revised employment agreements,

except the monthly salary was increased to $23,000 effective January 1, 2021, are the same as that of the 2020 employment agreements.

August 31, 2023, each of Messrs.

The terms of the revised employment agreements, except the monthly salary was increased

to $23,000 effective January 1, 2021, are the same as that of the 2020 employment agreements.

On August 31, 2023, each of Messrs.

Loke and Lee signed a new employment agreement.

The employment agreement came into effect on September

1, 2023, and would expire on August 31, 2026.

The employment agreement came into effect on September 1, 2023, and would expire on August

The terms of the agreement were the same as those of the previous employment agreements.

Loke and Lee are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services

on our behalf.

The employment agreements also contain normal and customary terms relating to confidentiality, indemnification, non-solicitation,

and ownership of intellectual property.

Equity Awards at Fiscal Year-End

the fiscal year ended December 31, 2024, we provided monthly compensation to our independent directors as follows:

Loke and Lee are entitled

to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services on our behalf.

employment agreements also contain normal and customary terms relating to confidentiality, indemnification, non-solicitation, and ownership

of intellectual property.

Outstanding Equity Awards at Fiscal Year-End

Director Compensation

During the fiscal year ended December

31, 2025, we provided monthly compensation to our non-executive director, Mr.

Sheth, Prabodh Kumar Kantilal H.

of $1,700 and provided

monthly compensation to our independent directors as follows:

Chuchottaworn, Srirat of $1,000, Mr.

Louis, Ramesh Ruben of $1,700 (resigned on April 30, 2024), Mr.

Bringuier, Christophe Philippe

Roland of $1,000 (resigned on May 31, 2024), Mr.

Han, Mean Kwong of $1,250 (appointed on March 1, 2024), Mr.

Sheth, Prabodh Kumar

of $1,700 (appointed on March 1, 2024 and re-designated to a Non-executive Director on May 31, 2024), Mr.

Han, Mean Kwong of $1,250, Mr.

Chew, Chee Wah of $1,000 and Mr.

Wong, Christopher Yu Nien of $1,000.

During the fiscal year ended December

31, 2024, we provided monthly compensation to our independent directors as follows:

Chuchottaworn, Srirat of $1,000, Mr.

Louis, Ramesh

Ruben of $1,700 (resigned on April 30, 2024), Mr.

Bringuier, Christophe Philippe Roland of $1,000 (resigned on May 31, 2024), Mr.

Mean Kwong of $1,250 (appointed on March 1, 2024), Mr.

Sheth, Prabodh Kumar Kantilal H.

of $1,700 (appointed on March 1, 2024 and re-designated

to a non-executive director on May 31, 2024), Mr.

Chew, Chee Wah of $1,000 (appointed on June 1, 2024) and Mr.

Christopher Yu Nien of $1,000 (appointed on June 1, 2024).

the fiscal year ended December 31, 2023, we provided monthly compensation to our independent directors as follows:

Chuchottaworn

of $1,000, Mr.

Louis of $1,700, Mr.

Glendening of $1,250 and Mr.

Bringuier of $1,000.

currently have no plan for compensating our executive directors for their services in their capacity as directors, although we may choose

to issue stock options or provide cash compensation to such people from time to time in the future.

However, we are compensating the

independent directors who serve on the board.

These independent directors are entitled to reimbursement for reasonable travel and

other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.

Our board of directors may

award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of

Committee Interlocks and Insider Participation

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth, as of April 9, 2025, certain information concerning the beneficial ownership of our Common Stock by:

stockholder known by us to own beneficially five (5) percent or more of our outstanding Common Stock or series of Common Stock (“Principal

Shareholders”);

named executive officer;

our directors and executive officers as a group, and their percentage ownership and voting power (“Directors and Executive

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of

the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a person

is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of

the security or the power to dispose or direct the disposition of the security.

A person is deemed to own beneficially any security as

to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion

or exercise of any convertible security, warrants, option, or other right.

More than one (1) person may be deemed to be a beneficial

owner of the same securities.

percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially

owned by such a person, which includes the number of shares as to which such person has the right to acquire voting or investment power

within sixty (60) days, by the sum of the number of shares outstanding as of such date.

Consequently, the denominator used for calculating

such percentage may be different for each beneficial owner.

Except as otherwise indicated below and under applicable community property

laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the

shares shown.

calculations in the table below are based on 7,575,813 shares of our Common Stock, issued and outstanding as of April 9, 2025.

Wong, Christopher Yu Nien

of $1,000 (appointed on June 1, 2024).

We currently have no plan for

compensating our executive directors for their services in their capacity as directors, although we may choose to issue stock options

or provide cash compensation to such people from time to time in the future.

However, we are compensating the independent directors who

serve on the board.

These independent directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred

in connection with attendance at meetings of our board of directors.

Our board of directors may award special remuneration to any director

undertaking any special services on our behalf other than services ordinarily required of a director.

Compensation Committee Interlocks and Insider Participation

We are a smaller reporting company

as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth,

as of March 30, 2026, certain information concerning the beneficial ownership of our Common Stock by:

each stockholder known by us to own beneficially five (5) percent or more of our outstanding Common Stock or series of Common Stock (“Principal Shareholder”);

each director;

each named executive officer;

all our directors and executive officers as a group, and their percentage ownership and voting power (“Directors and Executive Officers”).

The information presented below

regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange

Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a person is deemed to be a “beneficial

owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose

or direct the disposition of the security.

A person is deemed to own beneficially any security as to which such person has the right to

acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security,

warrants, option, or other right.

More than one (1) person may be deemed to be a beneficial owner of the same securities.

The percentage of beneficial ownership

by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such a person, which includes

the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of

the number of shares outstanding as of such date.

Consequently, the denominator used for calculating such percentage may be different

for each beneficial owner.

Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial

owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown.

The calculations in the table

below are based on 8,625,813 shares of our Common Stock, issued and outstanding as of March 30, 2026.

Name of Beneficial Owner

17 unchanged sentences

Yap, Pei Ling (3)(5)

Chen, Yanhong (6)

All directors and officers as a group (9 persons named above)

Principal Shareholders

Principal Shareholder:

Good Girl Environmental Plant Research Center Limited

Other owners of the Company

Less than 1% of our total issued and outstanding Common Stock as of April 9, 2025.

as otherwise set forth below, the business address of our directors and executive officers is B-23A-02, G-Vestor Tower, Pavilion

Embassy, 200 Jalan Ampang, 50450 W.P.

* Less than 1% of our total issued and outstanding

Common Stock as of March 30, 2026.

Except as otherwise set forth below, the business address of our directors and executive officers

is B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P.

Kuala Lumpur, Malaysia.

on 7,575,813 shares of Common Stock outstanding as of April 9, 2025, together with securities exercisable or convertible into shares

of Common Stock within 60 days of April 9, 2025.

Beneficial ownership is determined in accordance with the rules of the Securities

and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of Common Stock that

a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants

or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of

April 9, 2025, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number

of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing

the percentage ownership of any other person.

1,739,034 shares of our Common Stock held by Mr.

Lee, Chong Kuang and 165,915 shares of our Common Stock held by his spouse, Ms.

Based on 8,625,813 shares of Common Stock outstanding as of March 30,

2026, together with securities exercisable or convertible into shares of Common Stock within 60 days of March 30, 2026.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment

power with respect to securities.

Shares of Common Stock that a person has the right to acquire beneficial ownership of upon the

exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible

or that will become exercisable or convertible within 60 days of March 30, 2026, are deemed to be beneficially owned by the person

holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such

person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Comprising 1,739,034 shares of our Common Stock held by Mr.

Kuang and 165,915 shares of our Common Stock held by his spouse, Ms.

Yap, Pei Ling, a director of two of our subsidiaries.

In the aggregate of the shares held by Mr.

Yap, 1,904,949 shares

or 25.15% of the total issued and outstanding shares of Common Stock as of April 9, 2025.

1,065,084 shares of our Common Stock held by Mr.

Loke, Che Chan Gilbert, 200,000 shares of our Common Stock held by Mr.

son, Loke Sebastian Mun Foo and 140,000 shares of our Common Stock held by Mr.

Loke’s another son, Loke Mun Hang Conrad,

respectively.

Loke and his sons collectively hold 1,405,084 shares or 18.55% of the total issued and outstanding shares of

Common Stock as of April 9, 2025.

aggregate of the shares held by Mr.

Yap, 1,904,949 shares or 22.08% of the total issued and outstanding shares of Common

Stock as of March 30, 2026.

Comprising 1,065,084 shares of our Common Stock held by Mr.

Chan Gilbert, 200,000 shares of our Common Stock held by Mr.

Loke’s son, Loke, Sebastian Mun Foo and 122,000 shares of our

Common Stock held by Mr.

Loke’s another son, Loke, Mun Hang Conrad, respectively.

Loke and his sons collectively hold 1,387,084

shares or 16.08% of the total issued and outstanding shares of Common Stock as of March 30, 2026.

Yap, Pei Ling, spouse of Mr.

Lee, Chong Kuang, is a shareholder of the Company and a director of two of our subsidiaries, Asia UBS

Global Limited (Belize) and Asia UBS Global Limited (Hong Kong), respectively.

Chen, Yanhong, is a shareholder of the Company and a director of our subsidiaries, Greenpro Management Consultancy Limited, Shenzhen

Falcon Financial Consulting Limited, Falcon Corporate Services Limited, Falcon Accounting & Secretaries Limited and Greenpro

Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), respectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

Party Transactions

as set forth below, we have not been a party to any transaction since January 1, 2017, in which the amount involved in the transaction

exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two

completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock,

or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect

material interest.

policy is that a contract or transaction either between the Company and a director, or between a director and another company in which

he/she is financially interested is not necessarily void or void-able if the relationship or related party transactions are approved

or ratified by the Audit Committee.

with certain companies, of which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain percentage of their company

shares and companies that we have determined that we can significantly influence based on our common business relationships.

the years ended December 31, 2024, and 2023, related party service revenue totaled $364,336 and $1,425,577, respectively.

2024, related party service revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”)

of $149,459 and REBLOOD Biotech Corp.

(“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related

party service revenue and 7% of the service revenue for the year ended December 31, 2024, respectively.

2023, related party service revenue principally includes the service revenue generated from Angkasa-X Holdings Corp.

(“Angkasa-X”)

of $354,116, catTHIS Holdings Corp.

(“catTHIS”) of $326,195, Leader Capital Holdings Corp.

of $258,250, Simson Wellness Tech.

of $191,218 and Hypercube Inc.

of $140,000, in aggregate representing approximately 89% of the related party service revenue and

38% of the service revenue for the year ended December 31, 2023, respectively.

the year ended December 31, 2024, digital revenue from related parties totaled $21,000.

2024, related party digital revenue principally includes revenue generated from our Chief Executive Officer, Lee Chong Kuang (“Mr.

Lee”), of $20,000, representing approximately 95% of revenue from the related party digital revenue for the year ended December

the years ended December 31, 2024, and 2023, cost of service revenue to related parties was $10,934 and $23,280, respectively.

2024, related party cost of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,054,

Falcon Consulting Limited (“FCL”) of $2,130 and Loke Yu (“Jimmy”) of $3,750, respectively.

FML is wholly owned

by our Chief Financial Officer, Loke Che Chan Gilbert (“Mr.

Loke’s spouse and Jimmy

Lee, Chong Kuang, is a shareholder

of the Company and a director of two of our subsidiaries, Asia UBS Global Limited (Belize) and Asia UBS Global Limited (Hong Kong),

respectively.

Chen, Yanhong is a shareholder of the Company and a director of

our subsidiaries, Greenpro Management Consultancy Limited, Shenzhen Falcon Financial Consulting Limited, Falcon Corporate Services

Limited, Falcon Accounting & Secretaries Limited and Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro

Synergy Network (Shenzhen) Limited), respectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

DIRECTOR INDEPENDENCE

Related Party Transactions

Except as set forth below, we

have not been a party to any transaction since January 1, 2017, in which the amount involved in the transaction exceeded or will exceed

the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and

to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family

member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Our policy is that a contract

or transaction either between the Company and a director, or between a director and another company in which he/she is financially interested

is not necessarily void or void-able if the relationship or related party transactions are approved or ratified by the Audit Committee.

Transactions with certain companies, of which

Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain percentage of their company shares and companies that we

have determined that we can significantly influence based on our common business relationships.

For the years ended December 31,

2025, and 2024, related party service revenue totaled $58,861 and $364,336, respectively.

During 2025, related party service

revenue principally includes service revenue generated from Greenpro Trust Limited (“GTL”) of $16,137 and SEATech Ventures

(“SEATech”) of $13,132, in aggregate representing approximately 50% of the related party service revenue and 2% of the

service revenue for the year ended December 31, 2025.

During 2024, related party service

revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”) of $149,459 and REBLOOD

Biotech Corp.

(“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related party service revenue and

7% of the service revenue for the year ended December 31, 2024.

For the year ended December 31,

2024, digital revenue from related parties totaled $21,000.

During 2024, related party digital

revenue principally includes revenue generated from our Chief Executive Officer, Lee, Chong Kuang (“Mr.

Lee”), of $20,000,

representing approximately 95% of revenue from the related party digital revenue for the year ended December 31, 2024.

For the years ended December 31,

2025, and 2024, cost of service revenue to related parties was $14,642 and $10,934, respectively.

During 2025, related party cost

of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,000, Falcon Consulting Limited

(“FCL”) of $2,142, and Loke Yu (“Jimmy”) of $7,500, respectively.

FML is wholly owned by our Chief Financial Officer,

Loke, Che Chan Gilbert (“Mr.

Loke”), FCL is wholly owned by Mr.

Loke’s spouse, and Jimmy is Mr.

Loke’s brother.

2023, related party cost of service revenue includes cost of revenue paid to SEATech Ventures Corp.

(“SEATech”) of $23,280.

the years ended December 31, 2024, and 2023, related party G&A expenses totaled $149,817 and $122,880, respectively.

2024, related party general and administrative (“G&A”) expenses include consulting fees paid to Ms.

During 2024, related party cost

of service revenue includes cost of services paid to FML of $5,054, FCL of $2,130 and Jimmy of $3,750, respectively.

For the years ended December 31,

2025, and 2024, related party G&A expenses totaled $145,505 and $149,817, respectively.

During 2025, related party G&A

expenses included consulting fees paid to Ms.

Yap, Pei Ling (“Ms.

Yap”), spouse of our Chief Executive Officer, Mr.

Lee, of $14,996, Ms.

Yap’s wholly owned company, Bright Interlink Sdn.

(“BISB”) of $13,814 and Mr.

Loke’s company, FCL of $40,293, and management fees paid to Greenpro Global Capital Village

(“BISB”), of $14,057 and FML of $31,420, and management

fees paid to Greenpro Global Capital Village Sdn.

(“GGCVSB”) of $86,178, a Malaysian company jointly owned by Mr.

2023, related party G&A expenses include computer expenses paid to First Bullion Holdings Inc.

(“FBHI”) of $21,780, consulting

fees paid to Ms.

Yap of $37,799 and her wholly owned company, BISB of $15,762, management fees paid to GGCVSB of $44,475 and marketing

expenses paid to catTHIS of $3,064.

the years ended December 31, 2024, and 2023, related party other income was $47,635 and $47,609, respectively.

2024, related party other income includes other income generated from Acorn Finance Limited (“Acorn”) of $11,895, Greenpro

Trust Limited (“GTL”) of $35,685, and SEATech Ventures Corp.

During 2024, related party G&A

expenses include consulting fees paid to Ms.

Yap of $14,996, BISB of $13,814 and FCL of $40,293, and management fees paid to GGCVSB of

For the years ended December 31,

2025, and 2024, related party other income was $38,729 and $47,635, respectively.

During 2025, related party other

income includes other income generated from Acorn Finance Limited (“Acorn”) of $10,773 and Greenpro Trust Limited (“GTL”)

During 2024, related party other

income includes other income generated from Acorn of $11,895, GTL of $35,685, and SEATech Ventures Corp.

(“SEATech”) of $55.

2023, the related party other income includes other income generated from Acorn of $8,862, GTL of $5,747 and SEATech of $33,000.

the year ended December 31, 2024, related party interest income was $5,073.

2024, the related-party interest income includes interest income generated from GTL of $962 and GTL’s subsidiary, Greenpro Custodian

Service Limited of $4,111.

the year ended December 31, 2024, the gain on disposal of related party investments was $324,917.

2024, gain on disposal of related party investments includes the gain from the sale of common stock of Agape ATP Corporation

(“Agape”) of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320, respectively.

of related party investments was $87,425 and $4,982,000 for the years ended December 31, 2024, and 2023, respectively.

2024, impairment of related party investments includes impairment from the investment of New Business Media Sdn.

(“NBMSB”) of $82,000, Angkasa-X of $2,800, Global Leaders Corporation of $900, ACT Wealth Academy Inc.

of $600, Best2bid

Technology Corp.

For the years ended December 31,

2025, and 2024, related party interest income was $6,103 and $5,073, respectively.

During 2025, related party interest

income includes interest income generated from GTL of $1,616 and GTL’s subsidiary, Greenpro Custodian Service Limited (“GCSL”)

During 2024, related-party interest

income includes interest income generated from GTL of $962 and GCSL of $4,111.

years ended December 31, 2025, and 2024, gain on disposal of related party investments was $39,800 and $324,917, respectively.

2025, gain on disposal of related party investment generated from the sale of common stock of Jocom Holdings Corp.

2024, gain on disposal of related party investments includes the gain from the sale of common stock of Agape ATP Corporation (“Agape”)

of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320.

of impairment of related party investment represents the reversal of impairment of Jocom of $150 for the year ended December 31, 2025.

years ended December 31, 2025, and 2024, impairment of related party investments was $12,073 and $87,425, respectively.

During 2025, impairment of related

party investments includes impairment from investment of GTL of $11,981 and SEATech of $92.

During 2024, impairment of related

party investments includes impairment from investment of New Business Media Sdn.

of $82,000, Angkasa-X Holdings Corp.

Global Leaders Corporation of $900, ACT Wealth Academy Inc.

of $600, Best2bid Technology Corp.

of $550, Ata Global Inc.

of $225, catTHIS of $200 and Jocom Holdings Corp.

of $150, respectively.

2023, impairment of related party investments includes impairment from investment of Millennium Fine Art Inc.

of $4,000,000, Ata Plus

(“APSB”) of $736,000 and First Bullion Holdings Inc.

of $246,000, respectively.

of $225, catTHIS

Holdings Corp.

of $200 and Jocom Holdings Corp.

on disposal of a related party investment, REBLOOD Biotech Corp.

was $100 for the year ended December 31, 2024.

of other receivables from a related party, Greenpro KSP Holding Group Company Limited was $60,000 for the year ended December 31, 2023.

reversal of impairment of related party investment, Innovest Energy Fund $6,882,000 for the year ended December 31, 2023.

of December 31, 2024, the net accounts receivable from a related party, was due from Mr.

due from related parties were $954,184 and $750,860 as of December 31, 2024, and 2023, respectively.

Amounts due to related parties were

$57,497 and $389,274 as of December 31, 2024, and 2023, respectively.

of December 31, 2024, amounts due from related parties mainly include amounts due from GGCVSB of $772,311, GTL of $90,207 and FBHI of

$90,000, while amounts due to related parties mainly include Mr.

Loke’s wholly owned company, Falcon Certified Public Accountants

Limited (“FCPA”) of $22,820 and Mr.

Lee of $20,677, respectively.

of December 31, 2023, amounts due from related parties mainly include the amount due from GGCVSB of $723,889, while amounts due to related

parties mainly include the amount due to the noncontrolling interests of our 60% ownership subsidiary, Forward Win International Limited

costs of revenue to related party were $18,750 as of December 31, 2024, while deferred revenue from related party was $157,500 as of

December 31, 2023, respectively.

of December 31, 2024, deferred costs of revenue to related party were $11,250 and 7,500 associated with Jimmy and FML, respectively.

of December 31, 2023, deferred revenue from related parties includes APSB of $15,800, REBLOOD of $60,000 and Celmonze of $81,700, respectively.

of December 31, 2024, and 2023, other investments in related parties were $12,073 and $100,106, respectively.

of December 31, 2024, related party investments mainly include investment in GTL of $11,981.

of December 31, 2023, related party investments mainly include investments in NBMSB of $82,000 and GTL of $11,981, respectively.

related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited own a certain number

of shares or a certain percentage of interest in those companies, or the Company can exercise significant influence over those companies’

financial and operating policy decisions.

Net accounts receivable from related

party of $41 was recorded as of December 31, 2024.

As of December 31, 2024, the net

accounts receivable from a related party, was due from Mr.

Amounts due from related parties

were $995,640 and $954,184 as of December 31, 2025, and 2024, respectively.

Amounts due to related parties were $101,922 and $57,497 as

of December 31, 2025, and 2024, respectively.

As of December 31, 2025, amounts

due from related parties mainly include amounts due from GGCVSB of $815,034, First Bullion Holdings Inc.

(“FBHI”) of $90,000

and GTL of $88,909, while the amounts due to related parties mainly include Mr.

Loke’s wholly owned company, Falcon Certified Public

Accountants Limited (“FCPA”), of $91,209.

As of December 31, 2024, amounts

due from related parties mainly include amounts due from GGCVSB of $772,311, FBHI of $90,000 and GTL of $90,207, while amounts due to

related parties mainly include FCPA of $22,820 and our CEO, Mr.

Lee of $20,677.

Deferred costs of revenue

to related parties were $6,250 and $18,750 as of December 31, 2025, and 2024, respectively.

As of December 31, 2025, deferred

costs of revenue to related parties were $3,750 and $2,500 associated with Loke Yu (“Jimmy”) and Falcon Management Limited

(“FML”), respectively.

As of December 31, 2024, deferred

costs of revenue to related parties were $11,250 and 7,500 associated with Jimmy and FML, respectively.

As of December 31, 2024, other

investments in related parties were $12,073 which mainly include an investment in GTL of $11,981.

Our related parties are mainly

those companies, in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain number of shares or a certain

percentage of interest in those companies, or the Company can have significant influence over those companies’ financial and operating

policy decisions.

Some of the related parties are either controlled by or under the common control of Mr.

Che Chan Gilbert or Mr.

Loke, Che Chan Gilbert or Mr.

Lee, Chong Kuang, executive officers and directors of the Company.

these related party transactions are generally transacted on an arm’s-length basis at the current market value in the normal course

of business (see Note 15).

All these related party transactions

are generally transacted on an arm’s-length basis at the current market value in the normal course of business (see Note 12).

PRINCIPAL ACCOUNTING FEES AND SERVICES

9 unchanged sentences

policies and procedures contained in the Audit Committee Charter provide that the Committee must pre-approve the audit services, audit-related

services and non-audit services provided by the independent auditors and the provision for such services by JP Centurion & Partners

$165,000 and 2023:

$165,000) was compatible with the maintenance of the firm’s independence in the conduct of its audits.

services and non-audit services provided by the independent auditors and the provision for such services by SFAI Malaysia PLT (2025)

and JP Centurion & Partners PLT (2024) were compatible with the maintenance of the firms’ independence in the conduct of their

Policies and Procedures

3 unchanged sentences

described in Exhibit 99.2.

EXHIBITS AND FINANCIAL STATEMENHEDULES

(a) Financial Statements

The following are filed as part of this Annual Report:

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

The following financial statements

of Greenpro Capital Corp.

and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this

Annual Report:

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

following are filed as part of this Annual Report:

following financial statements of Greenpro Capital Corp.

and Report of Independent Registered Public Accounting Firm are presented in

the “F” pages of this Annual Report:

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

77 unchanged sentences

Consulting Agreement dated October 1, 2023, between the Company and Dennis Burns (33)

Director Agreement, dated March 1, 2024, by and between the Company and Sheth Prabodh Kumar Kantilal H (32)

Director Agreement, dated March 1, 2024, by and between the Company and Han Mean Kwong (32)

Director Agreement, dated June 1, 2024, by and between the Company and Chew Chee Wah (34)

Director Agreement, dated June 1, 2024, by and between the Company and Wong Christopher Yu Nien (34)

Independent Director Agreement, dated March 1, 2024, by and between the Company and Sheth Prabodh Kumar Kantilal H (32)

Independent Director Agreement, dated March 1, 2024, by and between the Company and Han Mean Kwong (32)

Independent Director Agreement, dated June 1, 2024, by and between the Company and Chew Chee Wah (34)

Independent Director Agreement, dated June 1, 2024, by and between the Company and Wong Christopher Yu Nien (34)

Labuan Financial Services Authority Letter dated April 28, 2022, for Approval of Establishment of Digital Platform by Greenpro-X Corp.*

2 unchanged sentences

Consulting Agreement dated October 1, 2024, between the Company and Dennis Burns*

of Ethics (17)

Consulting Agreement dated October 1, 2025, between the Company and Dennis Burns*

Acquisition Agreement dated November 18, 2025, by and among Greenpro Capital Corp.

and Lim Chee Yin (35)

Share Exchange Agreement, dated as of February 13, 2026, by and among Greenpro Capital Corp., Forekast Limited, and the Forekast Shareholders listed on Annex A thereto (36)

Code of Ethics (17)

Insider Trading Policy*

of Subsidiaries (17)

List of Subsidiaries (17)

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

2 unchanged sentences

Section 1350 Certification of principal financial officer and principal accounting officer*

for Recovery of Erroneously Awarded Compensation (33)

Policy for Recovery of Erroneously Awarded Compensation (33)

Charter of the Audit Committee (17)

4 unchanged sentences

Previous Filed:

(1) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with SEC on May 13, 2015.

(2) Previously filed as an exhibit to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016.

(3) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 30, 2016.

(4) Previously filed as an exhibit to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016.

(5) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on April 25, 2017.

(6) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K/A filed with the SEC on July 25, 2017.

(7) Previously filed as an exhibit to the Company’s

registration statement on Form S-1 filed with the SEC on August 2, 2017.

(8) Previously filed as an exhibit to the Company’s

registration statement on Form S-1 filed with the SEC on January 27, 2014.

(9) Previously filed as an exhibit to the Company’s

registration statement on Form S-1/A filed with the SEC on September 6, 2017.

(10) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 27, 2017.

(11) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on June 6, 2018.

(12) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on July 18, 2018.

(13) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on December 10, 2018.

(14) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on May 10, 2019.

(15) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 8, 2019.

(16) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 16, 2019.

(17) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 30, 2020.

(18) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on June 1, 2020.

(19) Previously filed as an exhibit to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.

(20) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 16, 2020.

(21) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 23, 2020.

(22) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on November 2, 2020.

(23) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on February 16, 2021.

(24) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on February 23, 2021.

(25) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on February 26, 2021.

(26) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 29, 2021, and Amendment No.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on May 13, 2015.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2016.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2017.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on July 25, 2017.

Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on August 2, 2017.

Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on January 27, 2014.

Previously filed as an exhibit to the Company’s registration statement on Form S-1/A filed with the SEC on September 6, 2017.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2017.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2019.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2019.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2021, and Amendment

1 to Form 10-K filed with the SEC on April 12, 2021.

(27) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on May 20, 2021.

(28) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on July 21, 2021.

(29) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 29, 2022, and Amendment No.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2021.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022, and Amendment

1 to Form 10-K filed with the SEC on July 18, 2022.

(30) Previously filed as an exhibit to the Company’s Current Report

on Form 8-K filed with the SEC on July 20, 2022.

(31) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 31, 2023.

(32) Previously filed as an exhibit to the Company’s Current Report

on Form 8-K filed with the SEC on March 7, 2024.

(33) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 28, 2024.

(34) Previously filed as an exhibit to the Company’s Current Report

on Form 8-K filed with the SEC on June 3, 2024.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2024.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2024.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2025.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026.

FORM 10-K SUMMARY

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized.

Greenpro Capital Corp.

April 9, 2025

/s/ Lee Chong Kuang

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Capital Corp.

March 30, 2026

Lee Chong Kuang

Chief Executive Officer, President, and Director

(Principal Executive Officer)

Pursuant to the requirements of

the Securities Exchange Act of 1934, this Report has been signed by the following people in the capacities and on the dates indicated.

/s/ Lee Chong Kuang

Chief Executive Officer, President and Director

April 9, 2025

Executive Officer, President, and Director

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following people in the capacities and

on the dates indicated.

Lee Chong Kuang

(Principal Executive Officer)

/s/ Loke Che Chan Gilbert

Chief Financial Officer, Secretary, Treasurer and Director

April 9, 2025

Executive Officer, President and Director

Executive Officer)

Loke Che Chan Gilbert

(Principal Financial and Accounting Officer)

/s/ Sheth Prabodh Kumar Kantilal H

April 9, 2025

Financial Officer, Secretary, Treasurer and Director

Che Chan Gilbert

Financial and Accounting Officer)

Sheth Prabodh Kumar Kantilal H

/s/ Chuchottaworn Srirat

April 9, 2025

Prabodh Kumar Kantilal H

Chuchottaworn Srirat

/s/ Han Mean Kwong

April 9, 2025

Chuchottaworn

Han Mean Kwong

/s/ Chew Chee Wah

April 9, 2025

Chew Chee Wah

/s/ Wong Christopher Yu Nien

April 9, 2025

Wong Christopher Yu Nien

GREENPRO CAPITAL CORP.

Consolidated Financial Statements

For the Years Ended December 31, 2024, and 2023

(With Report of Independent Registered Public Accounting

GREENPRO CAPITAL CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Christopher Yu Nien

CAPITAL CORP.

Financial Statements

the Years Ended December 31, 2025, and 2024

Report of Independent Registered Public Accounting Firm)

CAPITAL CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

1 unchanged sentence

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Stockholders of

SFAI MALAYSIA PLT

202206000021 (LLP0031758-LCA) & AF 002216

Chartered Accountants

Ground Floor, Setiawalk,

Persiaran Wawasan,

47160 Puchong,

Selangor, Malaysia.

603- 7802 9000

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Greenpro Capital Corp.

B-23A-02, G-Vestor Tower,

Pavilion Embassy, 200 Jalan Ampang,

Kuala Lumpur, Malaysia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Greenpro Capital Corp.

and subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements

of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year

period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024

and 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Entity’s Ability

to Continue as a Going Concern

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheet of Greenpro Capital Corp.

and its subsidiaries (collectively, the “Company”) as of December 31, 2025, and the

related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year ended December

31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025,

and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

Substantial doubt about the

Company’s ability to continue as a going concern

The accompanying consolidated financial statements

1 unchanged sentence

As discussed in Note 1 to the consolidated financial statements,

for the years ended December 31, 2024, the Company incurred a negative cash flow from operating activities of $1,360,454 and as of December

for the year ended December 31, 2025, the Company incurred a negative cash flow from operating activities of $1,790,250 and as of December

31, 2025, the Company incurred an accumulated deficit of $40,246,712.

5 unchanged sentences

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(“PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain

an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

Our audits included

performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are

matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the

audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Presentation and Disclosure of Digital Assets

As disclosed in Note 4 to the financial statements,

the Company holds digital assets, consist of various type of cryptocurrency assets, which require management to assess their valuation,

presentation and disclosure in accordance with U.S.

Generally Accepted Accounting Principles (GAAP).

The presentation of the digital assets

within the financial statements is determined based on the nature of the assets, the rights and obligations conveyed by the digital asset

type, how they are held, and their intended use.

These digital assets are classified under ASC350, Intangibles – Goodwill and Other,

initially recorded at cost, subject to annual impairment testing.

The determination of fair value is challenging due to the volatile nature

of cryptocurrency markets and the absence of centralized valuation standards.

We identified the valuation, presentation and disclosure

of the digital assets as a critical audit matter due to the complexity and subjectivity involved in (i) determining the appropriate accounting

classification, considering whether the assets meet the definition of cash equivalents, financial instruments, inventory or intangible

and (ii) assessing the valuation of digital assets in the absence of observable market prices at specific reporting dates.

the significant judgment required by management to apply relevant accounting guidance and the inherent volatility of cryptocurrency prices,

auditing this area required a high degree of auditor judgment and extensive audit effort.

As of December 31, 2024, the Company has recorded

digital assets of USD192,398, which are significant in values to the financial statements of the Company.

Our audit procedure in this area included the following,

among others:

Reviewed management’s assessment of the appropriate classification of digital assets under ASC 350 (Intangibles – Goodwill and Other);

Assessed whether management considered alternative classification, such as cash equivalents, financial instruments, inventory and documented their rationale;

Evaluated the Company’s accounting policies for digital assets for compliance with U.S.

Obtained understanding and inspected the platform integration and transaction processing mechanisms;

Assessed the effective system of internal control over financial reporting through the review of SOC reports;

Inspected transactions receipts to verify the recognition of digital assets.

Performed wallet reconciliation of transactions movement to match the financial records;

Reviewed management’s process for determining fair value, including sources used (e.g., market exchanges, pricing services);

Tested the fair value calculation by independently verifying cryptocurrency prices from multiple exchanges on the reporting date;

Evaluated how management considers

price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date;

Evaluated how management considers price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date;

The critical audit matters communicated

below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation, Presentation and

Disclosure of Digital Assets

As disclosed in Note 3 to the financial statements, the Company held digital assets with a carrying amount of $282,161 as of December

31, 2025, consisting of various types of cryptocurrency assets.

The accounting for these digital assets requires management to assess

their valuation, presentation, and disclosure in accordance with U.S.

generally accepted accounting principles.

The presentation of digital

assets within the financial statements is determined based on the nature of the assets, the rights and obligations conveyed by the specific

digital asset, how they are held, and their intended use.

In accordance with ASU 2023-08 – Accounting for and Disclosure of Crypto

Assets, these digital assets are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in

net income (loss) in the consolidated statements of operations.

The determination of fair value requires judgment due to the volatile

nature of cryptocurrency markets.

We identified the valuation,

presentation and disclosure of the digital assets as a critical audit matter due to the complexity and subjectivity involved in (i) determining

the appropriate accounting classification, considering whether the assets meet the definition of cash equivalents, financial instruments,

inventory or intangible assets;

and (ii) assessing the valuation of digital assets in the absence of observable market prices at specific

reporting dates.

Given the significant judgment required by management to apply relevant accounting guidance and the inherent volatility

of cryptocurrency prices, auditing this area required a high degree of auditor judgment and extensive audit effort.

As of December 31,

2025, the Company has recorded digital assets of USD282,161, significant to the consolidated financial statements.

Our audit procedure in this area included the following, among others:

Reviewed management’s assessment of the appropriate classification

of digital assets under ASC 350 (Intangibles – Goodwill and Other);

Assessed whether management considered alternative classification,

such as cash equivalents, financial instruments, inventory and documented their rationale;

Evaluated the Company’s accounting policies for digital assets

for compliance with U.S.

Obtained understanding and inspected the platform integration and transaction

processing mechanisms;

Assessed the effective system of internal control over financial reporting

through the review of SOC reports;

Inspected transaction records and supporting evidence to verify the

recognition of digital assets.

Performed wallet reconciliation of transactions movement to match the

financial records;

Reviewed management’s process for determining fair value, including

sources used (e.g., market exchanges, pricing services);

Tested the fair value calculation by independently verifying cryptocurrency

prices from multiple exchanges on the reporting date;

Evaluated how management considers price volatility in assessing impairment

and assessed whether the Company considers market conditions at the reporting date;

Assessed the recognition and measurement of financial statement items

and evaluated the appropriateness of management’s judgments;

Considered the adequacy of the disclosures in the financial statements.

JP CENTURION & PARTNERS PLT (PCAOB:

We have served as the Company’s auditor since 2025.

SFAI MALAYSIA PLT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Capital Corp.

G-Vestor Tower,

Embassy, 200 Jalan Ampang,

Kuala Lumpur, Malaysia

April 9, 2025

GREENPRO CAPITAL CORP.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Greenpro Capital Corp.

and subsidiaries (the Company)

as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

equity, and cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each

of the years in the two-year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the

United States of America.

Doubt About the Entity’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as

a going concern.

As discussed in Note 1 to the consolidated financial statements, for the years ended December 31, 2024, the Company incurred

a negative cash flow from operating activities of $1,360,454 and as of December 31, 2024, the Company incurred an accumulated deficit

of $37,264,379.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express

an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express

no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements,

whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures

that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which

Presentation and Disclosure of Digital Assets

As disclosed in Note 4 to the financial statements, the Company holds digital assets, consist of various type of

cryptocurrency assets, which require management to assess their valuation, presentation and disclosure in accordance with U.S.

Accepted Accounting Principles (GAAP).

The presentation of the digital assets within the financial statements is determined based on the

nature of the assets, the rights and obligations conveyed by the digital asset type, how they are held, and their intended use.

digital assets are classified under ASC350, Intangibles – Goodwill and Other, initially recorded at cost, subject to annual impairment

The determination of fair value is challenging due to the volatile nature of cryptocurrency markets and the absence of centralized

valuation standards.

We identified the valuation, presentation and disclosure of the digital assets as a critical audit matter due to

the complexity and subjectivity involved in (i) determining the appropriate accounting classification, considering whether the assets

meet the definition of cash equivalents, financial instruments, inventory or intangible assets;

and (ii) assessing the valuation of digital

assets in the absence of observable market prices at specific reporting dates.

Given the significant judgment required by management to

apply relevant accounting guidance and the inherent volatility of cryptocurrency prices, auditing this area required a high degree of

auditor judgment and extensive audit effort.

As of December 31, 2024, the Company has recorded digital assets of USD192,398, which are

significant in values to the financial statements of the Company.

Our audit procedure in this area included the following, among others:

management’s assessment of the appropriate classification of digital assets under ASC 350 (Intangibles – Goodwill and

whether management considered alternative classification, such as cash equivalents, financial instruments, inventory and documented

their rationale;

the Company’s accounting policies for digital assets for compliance with U.S.

understanding and inspected the platform integration and transaction processing mechanisms;

the effective system of internal control over financial reporting through the review of SOC reports;

transactions receipts to verify the recognition of digital assets.

wallet reconciliation of transactions movement to match the financial records;

management’s process for determining fair value, including sources used (e.g., market exchanges, pricing services);

the fair value calculation by independently verifying cryptocurrency prices from multiple exchanges on the reporting date;

how management considers price volatility in assessing impairment and assessed whether the Company considers market conditions at

the reporting date;

the recognition and measurement of financial statement items and evaluated the appropriateness of management’s judgments;

the adequacy of the disclosures in the financial statements.

CENTURION & PARTNERS PLT (PCAOB:

have served as the Company’s auditor since 2021.

Lumpur, Malaysia

CAPITAL CORP.

BALANCE SHEETS

OF DECEMBER 31, 2025, AND 2024

December 31, 2025

6 unchanged sentences

Due from related parties

Deferred costs of revenue (including $ 18,750 to related parties as of December 31, 2024)

Deferred costs of revenue (including $ 6,250 and $ 18,750 to related parties as of December 31, 2025, and 2024, respectively)

Total current assets

4 unchanged sentences

Intangible assets, net

Other investments (including $ 12,073 and $ 100,106 of related party investments as of December 31, 2024, and 2023, respectively)

Other investments (including $ 12,073 of related party investments as of December 31, 2024)

Operating lease right-of-use assets, net

4 unchanged sentences

Due to related parties

Income tax payable

Operating lease liabilities, current portion

Operating lease liabilities

Finance lease liabilities, current portion

Deferred revenue (including $ 157,500 from related party as of December 31, 2023)

Deferred revenue

Total current liabilities

Operating lease liabilities, non-current portion

Finance lease liabilities, non-current portion

7 unchanged sentences

500,000,000 shares authorized;

7,575,813 shares issued and outstanding as of December 31, 2024, and 2023, respectively

8,625,813 and 7,575,813 shares issued and outstanding as of December 31, 2025, and 2024, respectively

Additional paid in capital

5 unchanged sentences

stockholders’ equity

Noncontrolling interests in consolidated subsidiaries

Noncontrolling interests in consolidated subsidiary

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes.

GREENPRO CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

accompanying notes.

CAPITAL CORP.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

THE YEARS ENDED DECEMBER 31, 2025, AND 2024

Year ended December 31,

9 unchanged sentences

OPERATING EXPENSES:

General and administrative (including $ 149,817 and $ 122,880 of general and administrative expenses to related parties for the years ended December 31, 2024, and 2023, respectively)

General and administrative expenses (including $ 145,505 and $ 149,817 of general and administrative expenses to related parties for the years ended December 31, 2025, and 2024, respectively)

( 3,818,580 )

4 unchanged sentences

Other income (including $ 38,729 and $ 47,635 of other income from related parties for the years ended December 31, 2025, and 2024, respectively)

Interest income (including $ 5,073 of interest income from related party for the year ended December 31, 2024)

Interest income (including $ 6,103 and $ 5,073 of interest income from related party for the years ended December 31, 2025, and 2024, respectively)

Gain on disposal of real estate held for investment

Gain on disposal of investments (including $ 324,917 of related party investments for the year ended December 31, 2024)

Reversal of impairment of other investment (including $ 6,882,000 of related party investment for the year ended December 31, 2023)

Reversal of write-off notes receivable

Fair value gain of derivative liabilities associated with warrants

Gain on disposal of investments (including $ 39,800 and $ 324,917 of related party investments for the years ended December 31, 2025, and 2024, respectively)

Reversal of impairment of investment (including $ 150 of related party investment for the year ended December 31, 2025)

Interest expense

Impairment of property and equipment

Impairment of real estate held for sale

Impairment of other investments (including $ 12,073 and $ 87,425 of related party investments for the years ended December 31, 2025, and 2024, respectively)

( 4,982,000 )

Impairment of goodwill

Loss on disposal of investment (including $ 100 of related party investment for the year ended December 31, 2024)

Impairment of other receivable (including $ 60,000 from related party for the year ended December 31, 2023)

Total other income

(LOSS) INCOME BEFORE INCOME TAX

Fair value loss on digital assets

Total other (expenses) income

LOSS BEFORE INCOME TAX

( 2,970,092 )

Income tax expense

NET (LOSS) INCOME

( 2,982,333 )

Net loss attributable to noncontrolling interests

NET (LOSS) INCOME ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.

Other comprehensive loss:

- Foreign currency translation loss

COMPREHENSIVE (LOSS) INCOME

NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.

( 2,982,333 )

NET (LOSS) INCOME PER SHARE, BASIC AND DILUTED

Other comprehensive income (loss):

- Foreign currency translation income (loss)

COMPREHENSIVE LOSS

$ ( 2,838,444 )

$ ( 741,230 )

NET LOSS PER SHARE, BASIC AND DILUTED

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED

See accompanying notes.

GREENPRO CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

Common Stock (1)

accompanying notes.

CAPITAL CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2025, AND 2024

Comprehensive

3 unchanged sentences

$ ( 36,549,095 )

Cancellation of shares resulting from termination of investment

$ ( 310,169 )

$ ( 36,549,095 )

Acquisition of noncontrolling interest’s shares in a subsidiary

Foreign currency translation

Net income (loss) for the year

Net loss for the year

Balance as of December 31, 2024

3 unchanged sentences

$ ( 37,264,379 )

Acquisition of noncontrolling interest’s shares in a subsidiary

Common Stock sold in private placements

Foreign currency translation

Net loss for the year

Net income (loss) for the year

( 2,982,333 )

Balance as of December 31, 2025

3 unchanged sentences

$ ( 40,246,712 )

See accompanying notes.

GREENPRO CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

accompanying notes.

CAPITAL CORP.

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2025, AND 2024

Year ended December 31,

Cash flows from operating activities:

Net (loss) income

$ ( 2,982,333 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

$ ( 725,827 )

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of intangible assets

1 unchanged sentence

Amortization of finance lease right-of-use asset

Provision for credit losses

Impairment of property and equipment

Impairment of real estate held for sale

Impairment of other investments - related parties

Impairment of goodwill

Fair value loss on digital assets

Loss on disposal of other investment

Gain on disposal of other investments

Gain on disposal of real estate held for investment

Impairment of other receivable - related party

(Recapture of) provision for credit losses

Reversal of impairment of other investment - related party

( 6,882,000 )

Reversal of write-off notes receivable

Gain on disposal of property and equipment

Fair value gain of derivative liabilities associated with warrants

Gain on disposal of real estate held for investment

Changes in operating assets and liabilities:

14 unchanged sentences

Proceeds from real estate held for investment

Proceeds from sale of property and equipment

Purchase of other investments

Purchase of property and equipment

Initial payment of finance lease right-of-use asset

Purchase of other investment

Net cash provided by (used in) investing activities

1 unchanged sentence

Principal payment of finance lease liabilities

Advances to related parties

Collection of notes receivable

Net cash used in financing activities

Advances from (to) related parties

Proceeds from shares issued for cash

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

1 unchanged sentence

( 1,098,379 )

( 1,688,338 )

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

4 unchanged sentences

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of the balance payment of finance lease right-of-use asset by finance lease liabilities

Initial recognition of operating lease right-of-use assets and operating lease obligations by a lessee

Distribution of real estate held for sale to a non-controlling interest for acquisition of noncontrolling interest’s shares in a subsidiary and settlement of noncontrolling interest’s loan

See accompanying notes.

GREENPRO CAPITAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

Greenpro Inc.

(the “Company”) was incorporated

on July 19, 2013, in the state of Nevada, and in 2015 changed its name to Greenpro Capital Corp.

The Company currently 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.

As part of our business consulting and corporate

advisory business segment, our subsidiary, Greenpro Venture Capital Limited (“GVCL”) provides a business incubator for start-up

and high-growth companies during their critical growth period and focuses on investments in select start-up and high-growth potential

In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses

on the acquisition and rental of real estate properties held for investment and the sale of real estate properties held for sale.

Our focus is on companies located in Southeast Asia and East Asia including Hong Kong, the People’s Republic of China (“PRC”),

Malaysia, Thailand, and Singapore.

Going concern

The accompanying consolidated 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.

As reflected in the accompanying consolidated financial statements, for the year ended December 31,

2024, the Company recorded a net loss of $ 725,827 and net cash used in operations of $ 1,360,454 and as of December 31, 2024, the Company

incurred an accumulated deficit of $ 37,264,379 .

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.

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.

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.

Basis of presentation and principles of consolidation

The consolidated financial statements include the

accounts of the Company and its wholly owned subsidiaries and a majority-owned subsidiary 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 dates of acquisition.

The accompanying consolidated financial statements have been prepared

in accordance with accounting principles generally accepted in the United States of America.

All inter-company accounts and transactions

have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity

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, estimates inherent

in recording purchase price allocation, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative

liability, 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

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 customer at the business

component level, as management determined that risk profile of the Company’s customers is consistent based on the type and

industry in which they operate, mainly in the pharmaceuticals industry.

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

Further, the Company considers macroeconomic factors and the status of the pharmaceuticals 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 on December 31, 2024, and 2023

are net of allowances for credit losses of $ 2,883 and $ 610,599 , 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 on December 31, 2024, and 2023:

accompanying notes.

CAPITAL CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025, AND 2024

1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(the “Company”) was incorporated on July 19, 2013, in the state of Nevada, and in 2015 changed its name to Greenpro

Capital Corp.

The Company currently 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.

As part of our business consulting and corporate advisory business segment, our subsidiary, Greenpro Venture Capital Limited (“GVCL”)

provides a business incubator for start-up and high-growth companies during their critical growth period and focuses on investments in

select start-up and high-growth potential companies.

In addition to our business consulting and corporate advisory business segment,

we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the

sale of real estate properties held for sale.

Our focus is on companies located in Southeast Asia and East Asia including Hong Kong,

the People’s Republic of China (“PRC”), Malaysia, Thailand, and Singapore.

accompanying consolidated 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.

As reflected in the accompanying consolidated financial

statements, for the year ended December 31, 2025, the Company recorded a net loss of $ 2,982,333 and net cash used in operations of $ 1,790,250

and as of December 31, 2025, the Company incurred an accumulated deficit of $ 40,246,712 .

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.

financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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.

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.

of presentation and principles of consolidation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

For those consolidated subsidiaries

where the Company’s ownership is less than 100 %, the outside shareholders’ interests are shown to be noncontrolling interests

Acquired businesses are included in the consolidated financial statements from the dates of acquisition.

The accompanying

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

All inter-company accounts and transactions have been eliminated in consolidation.

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.

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.

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.

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.

receivable on December 31, 2025, and 2024 are net of allowances for credit losses of $ 2,095 and $ 2,883 , 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 on December 31, 2025, and 2024:

SCHEDULE OF ALLOWANCES FOR CREDIT LOSSES

1 unchanged sentence

Balance at beginning of year

Charged of operating expenses

(Credits) charges to operating expenses

Write-off of accounts receivable

2 unchanged sentences

Balance at end of year

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.

On December 31, 2024, and 2023, cash was to facilitate

payment of expenses in local currencies or to facilitate third-party online payment platforms, such as WeChat Pay or Alipay.

does not have a corporate account on these platforms.

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).

and cash equivalents

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.

December 31, 2025, and 2024, cash 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.

SCHEDULE OF CASH AND CASH EQUIVALENTS

6 unchanged sentences

Denominated in Singapore Dollar

Denominated in Great British Pound

Cash and cash equivalents

Accounts receivable, net

Accounts receivable is recorded at the invoiced amount

less an allowance for any uncollectible accounts.

Management reviews the adequacy of the allowance for credit losses on an ongoing basis,

using historical collection trends and aging of receivables.

Management also periodically evaluates individual customer’s financial

condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery

is considered remote.

receivable, net

receivable is recorded at the invoiced amount less an allowance for any uncollectible accounts.

Management reviews the adequacy of the

allowance for credit losses on an ongoing basis, using historical collection trends and aging of receivables.

Management also periodically

evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to

the allowance when it is considered necessary.

Account balances are charged off against the allowance after all means of collection have

been exhausted and the potential for recovery is considered remote.

SCHEDULE OF ACCOUNTS RECEIVABLES

2 unchanged sentences

Accounts receivable, net

Digital assets

In recent years, the SEC

state securities regulators have stated that certain digital assets or digital asset products may be classified as securities

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.

Throughout this

Annual Report on Form 10-K, we use certain key industry terms and concepts.

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.

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 are 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.

this Annual Report on Form 10-K, we use certain key industry terms and concepts.

A glossary to the crypto economy is defined as follows:

The first peer-to-peer

electronic cash system of global, decentralized, scarce, digital money was initially introduced in a white paper titled Bitcoin:

A Peer-to-Peer

Electronic Cash System by Satoshi Nakamoto.

cryptographically secure digital ledger that maintains a record of all transactions that occur on the network and follows a

consensus protocol for confirming new blocks to be added to the blockchain.

term for any cryptography-based market, system, application, or decentralized network.

asset or token :

first peer-to-peer electronic cash system of global, decentralized, scarce, digital money was initially introduced in a white paper titled

A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

cryptographically secure digital ledger that maintains a record of all transactions that occur on the network and follows a consensus

protocol for confirming new blocks to be added to the blockchain.

broad term for any cryptography-based market, system, application, or decentralized network.

Crypto asset or token :

digital asset built using blockchain technology, including cryptocurrencies, stablecoins, and security tokens.

Cryptocurrency :

Bitcoin and alternative

coins, or “altcoins,” launched after the success of Bitcoin.

This category of crypto assets is designed to work as a medium

of exchange, store of value, or to power applications and excludes security tokens.

and alternative coins, or “altcoins,” launched after the success of Bitcoin.

This category of crypto assets is designed to

work as a medium of exchange, store of value, or to power applications and excludes security tokens.

Crypto economy :

new open financial system built upon crypto.

decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or

“Ether,” the native crypto assets on the Ethereum network.

decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or “Ether,”

the native crypto assets on the Ethereum network.

Security token :

crypto asset that is a security under the U.S.

1 unchanged sentence

This includes digital forms of traditional equity or fixed income

securities, or may be assets deemed to be a security based on their characterization as an investment contract or note.

securities, or maybe assets deemed to be a security based on their characterization as an investment contract or note.

Smart contract :

that digitally facilitates or enforces a rules-based agreement or terms between transacting parties.

● Stablecoin :

assets are designed to minimize price volatility.

Stablecoin is designed to track the price of an underlying asset, such as fiat

money or an exchange-traded commodity (such as precious metals or industrial metals), while the other stablecoins utilize algorithms

that are designed to maintain a relatively stable price of the asset.

Stablecoins can be backed by fiat money, physical commodities or

other crypto assets.

Stablecoin is designed to track the price of an underlying asset, such as fiat money

or an exchange-traded commodity (such as precious metals or industrial metals), while the other stablecoins utilize algorithms that are

designed to maintain a relatively stable price of the asset.

Stablecoins can be backed by fiat money, physical commodities or other 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.

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.

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 be able to serve as

a source of liquidity for us to the same extent as cash and cash equivalents (see Note 4).

Company follows ASC 350-30,

I ntangibles—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

January 1, 2025, the Company will adopt Accounting Standards

times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all.

our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not

be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents (see Note 3).

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.

January 1, 2025, the Company adopts Accounting Standards

Update (ASU) 2023-08, Intangibles — Goodwill and Other—Crypto Assets (Subtopic

3 unchanged sentences

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.

In determining if an impairment has occurred, the Company considers the lowest price of the subject crypto asset

quoted on the active exchange at any time since acquiring the specific crypto held by the Company.

If the carrying value of a crypto

asset exceeds that lowest price, an impairment loss has occurred with respect to that crypto asset in the amount equal to the difference

between its carrying value and such lowest price.

Impairment losses are recognized in the period in which the impairment occurs and are

record as “Digital asset impairment losses (gains on sale), net” in the Company’s Consolidated Statements of Operations.

As of December 31, 2024, the Company determined there

was no indicator of impairment of its digital assets and recorded the crypto assets held for operation under digital assets at $ 192,398

(see Note 4).

Property and equipment, net

Property and equipment are stated at cost less accumulated

depreciation.

Depreciation is calculated on the straight-line basis over the following estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

Estimated useful life

Office leasehold

Furniture and fixtures

Office equipment

Leasehold improvement

Over the shorter of estimated useful life or term of lease

Office leasehold includes property and equipment

representing three adjoining office units used by the Company located in a commercial building in Shenzhen, China.

The office leasehold

is subject to a land lease with a term of 27 years and is being depreciated over the remaining lease term.

Expenditure on maintenance

and repairs are expensed as incurred.

Depreciation for this office leasehold in Shenzhen, China, classified as an operating expense, was

$ 102,241 and $ 104,442 for the years ended December 31, 2024, and 2023, respectively (see Note 5).

Management assesses the carrying value of property

and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

If there is an indication

of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated

For the years ended December 31, 2024, and 2023, the Company determined there were no indicators of impairment of its property

and equipment (see Note 5).

Real estate held for sale

Real estate held for sale is reported at the lower

of carrying amount or fair value, less estimated costs to sell.

The cost of real estate held for sale includes the purchase price of property,

legal fees, improvement costs to the building structure, and other acquisition costs.

We actively market all properties that are designated

as held for sale.

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.

of December 31, 2025, and 2024, the Company determined that there was no indicator of impairment of its digital assets.

of December 31, 2025, and 2024, the crypto assets held for operation under digital assets were $ 282,161 and $ 192,398 , respectively (see

the first quarter of 2025, the Company has adopted ASU 2023-08 (ASC 350-60) and recognized fair value loss on digital assets of $ 4,818

for the year end December 31, 2025 (see Note 3).

Other than these fair value changes, the adoption had no effect on our consolidated

financial statements based upon the nature of the Company’s current operations.

and equipment, net

and equipment are stated at cost less accumulated depreciation.

Depreciation is calculated on the straight-line basis over the following

estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

the shorter of estimated useful life or term of lease

leasehold includes property and equipment representing three adjoining office units used by the Company located in a commercial building

in Shenzhen, China.

The office leasehold is subject to a land lease with a term of 27 years and is being depreciated over the remaining

Expenditure on maintenance and repairs are expensed when incurred.

Depreciation for this office leasehold in Shenzhen, China,

classified as an operating expense, was $ 102,172 and $ 102,241 for the years ended December 31, 2025, and 2024, respectively (see Note

conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, assesses

the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be

If there is an indication of impairment, the Company prepares an estimate of future cash flow expected to result from the

use of the asset and its eventual disposition.

If the estimated cash flow is less than the carrying amount of the asset, an impairment

loss is recognized to write down the asset to its estimated fair value.

During the fourth quarter of 2025, the Company conducted an annual

review and as a result, indicators of impairment of its office leasehold in Shenzhen, China were identified.

The Company determined that

the asset was impaired, an impairment of its property and equipment of $ 813,552 was recognized for the year ended December 31, 2025,

and the property and equipment was revalued at approximately $ 1,300,000 (equivalent to RMB 9,100,000 ) as of December 31, 2025 (see Note

of December 31, 2024, the Company identified there were no indicators of impairment of its property and equipment (see Note 4).

estate held for sale

estate held for sale is reported at the lower carrying amount or fair value, less estimated costs to sell.

The cost of real estate held

for sale includes the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs.

We actively market all properties that are designated as held for sale.

Real estate held for sale is not depreciated.

In conducting its reviews for indicators of impairment,

the Company evaluates, among other things, the margins on units already sold within the project, margins on units under contract but not

closed, and projected margins on future unit sales.

The Company pays close attention to discern whether the real estate held for sale

is moving at a slower than expected pace or where margins are trending downward.

For the years ended December 31, 2024, and 2023, the

Company determined there were no indicators of impairment of its real estate held for sale (see Note 6).

Real estate held for investment, net

Real estate held for investment is stated at cost

less accumulated depreciation.

Depreciation is calculated on the straight-line basis over the following estimated useful lives:

SCHEDULE OF REAL ESTATE HELD FOR

INVESTMENT USEFUL LIFE

Estimated useful life

Office leasehold

Furniture and fixtures

Office equipment

Leasehold improvement

Shorter of the estimated useful life or term of lease

Office leasehold includes real estate held for

investment representing two office units owned by the Company located in one commercial building in Kuala Lumpur, Malaysia.

Depreciation for this office leasehold in Kuala Lumpur,

Malaysia, classified as cost of rental, was $ 15,590 and $ 25,125 for the years ended December 31, 2024, and 2023, respectively (see Note

Management assesses the carrying value of real estate

held for investment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

If there is an

indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual

If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset

to its estimated fair value.

For the years ended December 31, 2024, and 2023, the Company determined there were no indicators of impairment

of its real estate held for investment (see Note 7).

Intangible assets, net

Amortizable identifiable intangible assets are stated

at cost less accumulated amortization and represent certain trademarks registered in USA, Hong Kong, China, and Singapore.

Amortization is calculated on the straight-line basis

over the following estimated useful lives:

SCHEDULE OF INTANGIBLE ASSETS

ESTIMATED LIFE

Estimated useful life

Amortization expense was $ 476 and $ 718 for the years

ended December 31, 2024, and 2023, respectively.

The Company follows ASC 360 in accounting for intangible

assets, which require impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated

to be generated by the assets are less than the assets’ carrying amounts.

For the years ended December 31, 2024, and 2023, the Company

determined there were no indicators of impairment of intangible assets (see Note 9).

Goodwill is the excess of cost of an acquired entity

over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination.

Under the guidance of ASC

350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if

an event occurs or circumstances change that would indicate the carrying amount may be impaired.

An impairment loss generally would be

recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and

would be measured as the excess carrying value of goodwill over the derived fair value of goodwill.

The Company’s policy is to perform

annual impairment testing for its reporting units on December 31, of each fiscal year.

For the year ended December 31, 2023, the Company

determined there was no indicator of impairment, so no impairment was made.

As a result, the value of its goodwill remains at $ 82,561

as of December 31, 2023

On June 6, 2024, the Company

acquired Global Business Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr.

Lee, Chong Kuang, for a

price of $ 100 .

The Company accounted for the transaction as a business combination in accordance with ASC 805 “Business Combinations”

and performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the reference of the

financial statements of GBHL as of June 6, 2024.

As a result, goodwill of $ 6,035

was recorded (see Note 3).

During 2024, indicators of impairment were present,

and hence, the Company made an impairment of goodwill of $ 82,561 .

As a result, the value of goodwill was impaired to $ 6,035 as of December

31, 2024 (see Note 9).

Impairment of long-lived assets

Long-lived assets primarily include property and equipment,

real estate held for investment and intangible assets.

In accordance with the provision of ASC 360, the Company generally conducts its

annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each year, or more frequently if indicators of

impairment exist, such as a significant sustained change in the business climate.

The recoverability of long-lived assets is measured

at the reporting unit level.

If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset,

a loss is recognized for the difference between the fair value and the carrying amount of the asset.

As of December 31, 2024, and 2023, the Company determined

there was no indicator of impairment of its property and equipment, real estate held for investment and intangible assets, respectively.

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.

losses on these securities are recognized in other income and expenses.

On December 31, 2024, the Company had a total of twenty-one

(21) investments in equity securities without readily determinable fair values, all were related party investments with an aggregate value

of $ 12,073 .

In which, nineteen (19) investments in equity securities without readily determinable fair values were fully impaired and

with $ nil value (see Note 8).

On December 31, 2023, the Company

had a total of twenty-five (25) investments in equity securities without readily determinable fair values, all were related party

investments with an aggregate value of $ 100,106 .

In which, thirteen (13) investments in equity securities without readily determinable fair values were fully impaired and with

value (see Note 8).

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 of 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 commencement

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 commencement date in determining the present value of future payments.

lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option.

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 10 for more information regarding leases.

Derivative financial instruments

Derivative financial instruments consist of financial

instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion

rate or other variables, require no initial net investment and permit net settlement.

The derivative financial instruments may be free-standing

or embedded in other financial instruments.

The Company evaluates its financial instruments to determine if such instruments are derivatives

or contain features that qualify as embedded derivatives.

The Company follows the provision of ASC 815, Derivatives and Hedging for derivative

financial instruments that are accounted for as liabilities.

The derivative instrument is initially recorded at its fair value and is

then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of

derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of

each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether

net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

At each reporting date,

the Company reviews its convertible securities to determine that their classification is appropriate (see Note 11).

The Company accounts for income

taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the

likelihood of realization of tax benefits in future years.

Under the asset and liability approach, deferred taxes are provided for

the net tax effects of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the

amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets if it is more likely than not that

these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain (see

The Company conducts major businesses in Hong Kong,

China, and Malaysia, and is subject to tax in these jurisdictions.

As a result of its business activities, the Company will file separate

tax returns that are subject to examination by the foreign tax authorities.

Net income (loss) per share

Basic net income (loss) per share is computed by dividing

the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding,

adjusted for the dilutive effect of outstanding Common Stock equivalents.

On December 31, 2024, and 2023, there were no dilutive

shares outstanding.

These warrants have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive

and therefore basic and diluted net income (loss) per share were the same.

Foreign currencies translation

The reporting currency of the Company is the United

States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$.

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 Dollars (“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 average rates prevailing during the period.

gains or losses resulting from 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 each foreign currency

of the Company into US$ has been made at the following exchange rates for the respective periods:

conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, evaluates,

among other things, the margins on units already sold within the project, margins on units under contract but not closed, and projected

margins on future unit sales.

The Company pays close attention to discerning whether the real estate held for sale is moving at a slower

than expected pace or where margins are trending downward.

During the fourth quarter of 2025, the Company conducted an annual review

and as a result, indicators of impairment of its real estate held for sale in Hong Kong were identified.

The Company determined that

the asset was impaired, an impairment of its real estate held for sale of $ 96,846 was recognized for the year ended December 31, 2025,

and the real estate held for sale was revalued at approximately $ 887,000 as of December 31, 2025 (equivalent to HK$ 6,900,000 ) (see Note

of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for sale (see Note 5).

estate held for investment, net

estate held for investment is stated at cost less accumulated depreciation.

Depreciation is calculated on the straight-line basis over

the following estimated useful lives:

SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT USEFUL LIFE

of the estimated useful life or term of lease

leasehold includes real estate held for investment representing two office units owned by the Company located in one commercial building

in Kuala Lumpur, Malaysia.

for this office leasehold in Kuala Lumpur, Malaysia, classified as cost of rental, was $ 9,992 and $ 15,590 for the years ended December

31, 2025, and 2024, respectively (see Note 6).

conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, assesses

the carrying value of real estate held for investment whenever events or changes in circumstances indicate that the carrying value may

not be recoverable.

If there is an indication of impairment, the Company prepares an estimate of future cash flow expected to result

from the use of the asset and its eventual disposition.

If the estimated cash flow is less than the carrying amount of the asset, an

impairment loss is recognized to write down the asset to its estimated fair value.

During the fourth quarter of 2025, the Company conducted

an annual review and as a result, no indictors of impairment of its real estate held for investment in Kuala Lumpur, Malaysia were identified.

The Company determined that the asset was not impaired, no impairment of its real estate held for investment was recognized for the year

ended December 31, 2025, and the real estate held for investment was valued at approximately $ 378,000 (equivalent to MYR 1,535,000 ) as

of December 31, 2025 (see Note 6).

of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for investment (see Note

identifiable intangible assets are stated at cost less accumulated amortization and represent certain trademarks registered in USA, Hong

Kong, China, and Singapore.

is calculated on the straight-line basis over the following estimated useful lives:

SCHEDULE OF INTANGIBLE ASSETS ESTIMATED LIFE

expense for intangible assets was $ 271 and $ 476 for the years ended December 31, 2025, and 2024, respectively.

Company follows ASC 360 in accounting for intangible assets, which require impairment losses to be recorded when indicators of impairment

are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts.

As of December 31, 2025, and 2024, the Company identified there were no indicators of impairment of intangible assets (see Note 8).

is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business

Under the guidance of ASC 350, goodwill is not amortized;

rather, it is tested for impairment annually and will be tested

for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated

fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill.

The Company’s policy is to perform an annual impairment test for its reporting units on December 31 of each fiscal year.

June 6, 2024, the Company acquired Global Business Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr.

Lee, Chong Kuang, for a price of $ 100 .

The Company accounted for the transaction as a business combination in accordance with ASC 805

“Business Combinations” and performed an allocation of the purchase price paid for the assets acquired and the liabilities

assumed with the reference of the financial statements of GBHL as of June 6, 2024.

As a result, goodwill of $ 6,035 was recorded.

the fourth quarter of 2024, the Company performed an annual test and as a result, indicators of impairment of goodwill were identified.

The Company determined that goodwill was impaired, an impairment of $ 82,561 for the year ended December 31, 2024, was recognized, and

goodwill was devalued to $ 6,035 as of December 31, 2024.

the fourth quarter of 2025, the Company performed an annual test on goodwill and as a result, there was an indication of impairment.

The Company determined that goodwill was fully impaired and recognized an impairment of $ 6,035 for the year ended December 31, 2025,

and goodwill was devalued to $ nil as of December 31, 2025 (see Note 8).

in equity securities

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.

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 7).

December 31, 2024, the Company had a total of twenty-one (21) investments in equity securities without readily determinable fair values,

all were related party investments with an aggregate value of $ 12,073 .

In which, nineteen (19) investments in equity securities without

readily determinable fair values were fully impaired and with $ nil value (see Note 7).

of long-lived assets

assets primarily include property and equipment, real estate held for sale, real estate held for investment, intangible assets, goodwill

and other investments.

In accordance with the provisions of ASC 360, the Company generally conducts its annual impairment evaluation

of its long-lived assets in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant

sustained change in the business climate.

The recoverability of long-lived assets is measured at the reporting unit level.

of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference

between the fair value and the carrying amount of the asset.

of December 31, 2025, the Company identified there were indicators of impairment and determined its property and equipment, real estate

held for sale, goodwill and other investments were impaired.

of December 31, 2024, the Company identified there were indicators of impairment and determined its goodwill and other investments were

Company determines if a contract is or contains a lease at the inception of the contract or modification of the 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.

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.

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.

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

Note 9 for more information regarding leases.

financial instruments

financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables, such as interest

rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement.

The derivative

financial instruments may be free-standing or embedded in other financial instruments.

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

The Company follows the provision

of ASC 815, Derivatives and Hedging, for derivative financial instruments that are accounted for as liabilities.

The derivative instrument

is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the

statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities

or as equity, is evaluated at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet

as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the

balance sheet date.

At each reporting date, the Company reviews its convertible securities to determine that their classification is

the past two years, the Company did not have any derivative transactions and there were no derivative liabilities recorded as of December

31, 2025, and 2024, respectively.

Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred

tax assets based upon the likelihood of realization of tax benefits in future years.

Under the asset and liability approach, deferred

taxes are provided for the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets if it is more

likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is

uncertain (see Note 11).

Company conducts its businesses in China, Hong Kong, Malaysia and Labuan and is subject to tax in these jurisdictions.

As a result of

its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

per share (EPS)

Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”.

requires companies to present basic and diluted EPS.

Basic EPS is measured as net income (loss) divided by the weighted average ordinary

share 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,

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 .

years ended December 31, 2025, and 2024, there were no dilutive shares.

currencies translation

reporting currency of the Company is the United States Dollars (“US$”) and the accompanying 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 Dollars (“HK$”),

which is also the respective functional currency of subsidiaries.

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

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.

of amounts from each foreign currency of the Company into US$ has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

13 unchanged sentences

Exchange rate

Comprehensive income or loss

Comprehensive income or loss is defined as the change

in equity of a business enterprise during a period from transactions or other events and circumstances from non-owner sources.

The Company’s

accumulated other comprehensive income or loss consists of cumulative foreign currency translation adjustments.

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:

Comprehensive

income or loss

Comprehensive

income or loss is defined as the change in equity of a business enterprise during a period from transactions or other events and circumstances

from non-owner sources.

The Company’s accumulated other comprehensive income or loss consists of cumulative foreign currency translation

value of financial instruments

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:

Observable inputs such as quoted prices in active markets;

1 unchanged sentence

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

The Company believes the carrying

amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets,

accounts payable and accrued liabilities, deferred costs of revenue and deferred revenue, and due from or due to related parties, approximate

their fair values because of the short-term nature of these financial instruments.

The following table sets forth a summary of the changes

in the estimated fair value of our derivative during the years ended December 31, 2024, and 2023:

SCHEDULE OF FAIR VALUE OF EMBEDDED

DERIVATIVE LIABILITIES

As of and for the years ended,

Fair value at beginning of year

Fair value gain of derivative liability associated with warrants

Fair value at end of year

Concentrations of risks

For the year ended December 31, 2024, one customer

accounted for 12 % of the Company’s revenue, and one customer accounted for 85 % of the Company’s accounts receivable at year-end.

For the year ended December 31, 2023, two customers

accounted for 20 % ( 10 % each) of the Company’s revenue, and three customers accounted for 39 % ( 14 %, 13 % and 12 %, respectively) of

the Company’s accounts receivable at year-end.

For the year ended December 31, 2024, no vendor accounted

for 10 % or more of the Company’s cost of revenues, and two vendors accounted for 74 % ( 53 % and 21 %, respectively) of the Company’s

accounts payable at year-end.

For the year ended December 31, 2023, no vendor accounted

for 10 % or more of the Company’s cost of revenues, and three vendors accounted for 73 % ( 52 %, 11 % and 10 %, respectively) of the Company’s

accounts payable at year-end.

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$.

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 in translation 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 a substantial

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 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, considers the applicability and impact of all accounting standards updates (“ASUs”).

Management periodically

reviews new accounting standards that are issued.

Accounting Standards Adopted in 2024

Accounting Standards Update 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures:

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The new standard provides improvements to reportable segment disclosure

requirements through amendments that require 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 standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an

explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to

allocate resources.

The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding

how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable

segment must provide all disclosures required by this amendment.

The ASU is effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024.

The standard should be applied retrospectively to all prior

periods presented in the financial statements.

During the fourth quarter of 2024, we adopted ASU

2023-07 and enhanced our segment disclosures in line with the new guidance.

The adoption had no effect on our consolidated financial statements.

Accounting Standards not yet Adopted

Accounting Standards Update 2023-08, Intangibles—Goodwill

and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets Disclosures:

On December 13, 2023, the FASB issued ASU No.

ASU 2023-08 amends ASC 350, Intangibles – Goodwill and Other, to provide guidance on the accounting for and disclosure of

crypto assets and requires that the Company (i) subsequently remeasure 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;

(ii) present crypto

assets separate from other intangible assets in the consolidated balance sheets;

(iii) present the gains and losses from remeasurement

of crypto assets separately in the consolidated statements of operations;

and (iv) provide specific disclosures for crypto assets.

all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within

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

the year ended December 31, 2025, one (1) customer accounted for 21 % of the Company’s revenue, and three (3) customers accounted

for 34 % ( 14 %, 10 % and 10 %, respectively) of the Company’s accounts receivable at year-end.

the year ended December 31, 2024, one (1) customer accounted for 12 % of the Company’s revenue, and one (1) customer accounted for

85 % of the Company’s accounts receivable at year-end.

the year ended December 31, 2025, no vendor accounted for 10 % or more of the Company’s cost of revenues, and one (1) vendor accounted

for 35 % of the Company’s accounts payable at year-end.

the year ended December 31, 2024, no vendor accounted for 10 % or more of the Company’s cost of revenues, and two (2) vendors accounted

for 74 % ( 53 % and 21 %, respectively) of the Company’s accounts payable at year-end.

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 in translation 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 a substantial market risk.

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.

accounting pronouncements

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.

Standards Adopted in 2025

Standards Update 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of

Crypto Assets Disclosures:

December 13, 2023, the FASB issued ASU No.

ASU 2023-08 amends ASC 350-60, Intangibles – Goodwill and Other, to

provide guidance on the accounting for and disclosure of crypto assets and requires that the Company (i) subsequently remeasure 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;

(ii) present crypto assets separate from other intangible assets in the consolidated balance sheets;

present the gains and losses from remeasurement of crypto assets separately in the consolidated statements of operations;

and (iv) provide

specific disclosures for crypto assets.

For all entities, the ASU’s amendments are effective for fiscal years beginning after December

15, 2024, including interim periods within those years.

Early adoption is permitted.

If an entity adopts the amendments in an interim period, it must adopt them as of the beginning

of the fiscal year that includes that interim period.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements.

Accounting Standards Update 2023-09, Income

Taxes (Topic 740):

If an entity adopts the amendments in an interim

period, it must adopt them as of the beginning of the fiscal year that includes that interim period.

the first quarter of 2025, the Company has adopted ASU 2023-08 (ASC 350-60), and the required disclosures are included in Note 3, Digital

March 18, 2025, the FASB issued ASU 2025-02, which provided amendments to SEC paragraphs pursuant to Staff Accounting Bulletin 122.

amendment removed text related to “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for Its Platform Users,”

from ASU 405-10-S99-1, because Staff Accounting Bulletin 122 rescinded the topic.

Standards Update 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures:

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The new standard was issued to improve transparency and decision usefulness

of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks,

tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The amendments in this update primarily

relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from

continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations.

The ASU is effective

for fiscal years beginning after December 15, 2024, and early adoption is permitted.

The standard can be applied prospectively or retrospectively.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements.

Accounting Standards Update 2024-03, Income

Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income

Statement Expenses:

In November 2024, the FASB issued ASU 2024-03, Disaggregation

of Income Statement Expenses.

The new standard requires entities to disclose additional information about certain expenses, such as purchases

of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented

expense captions on the income statement.

The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01,

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements and related disclosures.

The Company does not expect that any other recently

issued accounting pronouncements will have a significant effect on its consolidated financial statements.

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 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 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

For service contracts where the performance obligation has not been completed, deferred costs of revenue are recorded as

incurred and 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, representing 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 Green-X digital asset exchange

(“Green-X DAX”) platform.

Revenue from the provision of digital platform represents

the fees associated with the services for account opening, transactions and listing at the Green-X DAX platform, respectively.

as revenues when services have been rendered to clients, that is performance obligations have been fulfilled.

Revenue from trading of digital assets represents

the sales income of digital assets.

We recognize as 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 started to issue and

sell our digital assets, GX Token, to other investors.

Revenue from leasing real estate properties

Rental revenue represents rental income from the Company’s

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 a sale of a non-financial

Under ASC 610-20, the Company’s de-recognition of its asset and recognizes a gain or loss on the sale of the real estate

when control of the underlying asset transfers to the buyer.

During 2024 and 2023, no real estate property was

Cost of revenues

Cost of service revenue

Service cost 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

Digital cost 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

Rental costs primarily include 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 properties sold

Cost of properties sold primarily

consists of the purchase price of the property, legal fees, improvement costs to the building structure, and other acquisition

The new standard was issued

to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand

how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future

The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation,

income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from

continuing operations.

The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.

standard can be applied prospectively or retrospectively.

The Company adopted this ASU prospectively in the fourth quarter of 2025, and

the required disclosures are included in Note 11, Income Taxes.

Standards not yet Adopted

Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses:

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 consolidated financial

statement and related disclosures.

Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material

effect on its consolidated financial position, statements of operations and cash flows.

2 - REVENUE FROM CONTRACTS WITH CUSTOMERS

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”).

from provision of business services

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.

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.

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.

from provision of digital platforms and trading of digital assets

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.

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.

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.

December 2024, we have started to issue and sell our digital assets, GX Token, to other investors.

from leasing real estate properties

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.

from trading of real estate properties

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 non-financial asset.

Under ASC 610-20, the Company de-recognizes its assets and recognizes

a gain or loss on the sale of real estate when control of the underlying asset transfers to the buyer.

than 40% of the real estate properties in Hong Kong were distributed to the non-controlling interest (the “NCI”) of Forward

Win International Limited (“FWIL”), a Hong Kong subsidiary of the Company, for its acquisition of the remaining 40% shares

of FWIL from the NCI on April 15, 2024, no real estate property was sold during 2025 and 2024.

of service revenue

cost primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly

attributable to the services rendered.

of digital revenue

cost 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.

of rental revenue

costs primarily include costs associated with repairs and maintenance, property management fees, insurance, depreciation, and other related

administrative costs.

Utility expenses are paid directly by tenants.

of real estate properties sold

of real estate property sold primarily consists of the purchase price of the property, legal fees, improvement costs to the building

structure, and other acquisition costs.

Selling and advertising costs are expensed as incurred.

The following tables provide information about disaggregated

revenue based on revenue by business line and revenue by geographic area:

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

SCHEDULE OF DISAGGREGATED REVENUE

9 unchanged sentences

Total revenue

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, deferred revenue is recorded for any payments received in advance before completion of the performance obligation.

As of December 31, 2024, and 2023, deferred costs

of revenue or deferred revenue is classified as current assets or current liabilities and totaled, respectively:

SCHEDULE OF DEFERRED COST OF REVENUE

OR DEFERRED REVENUE

costs of revenue

a service contract where the performance obligation has not been completed, deferred cost of revenue is recorded for any costs incurred

in advance before completion of the performance obligation.

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.

of December 31, 2025, and 2024, deferred costs of revenue and deferred revenue are classified as current assets and current liabilities,

respectively:

SCHEDULE OF DEFERRED COST OF REVENUE OR DEFERRED REVENUE

Current assets

2 unchanged sentences

Deferred revenue

Changes in deferred revenue during 2024 and 2023 are

in deferred revenue during 2025 and 2024 are as follows:

SCHEDULE OF CHANGES IN DEFERRED REVENUE

4 unchanged sentences

( 1,662,043 )

( 1,938,778 )

Deferred revenue, end of year

NOTE 3 - BUSINESS COMBINATION

On June 6, 2024, the Company acquired Global Business

Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr.

Lee, Chong Kuang for a price of $ 100 .

acquired GBHL aiming to develop a digital banking business in Malaysia.

The Company accounted for the

transaction as a business combination in accordance with ASC 805 “Business Combinations”.

The Company performed an

allocation of the purchase price paid for the assets acquired and the liabilities assumed with reference to the financial statements

of GBHL as of June 6, 2024.

Fair value of assets acquired, and liabilities assumed:

SCHEDULE OF FAIR VALUE OF ASSETS

ACQUIRED AND LIABILITIES ASSUMED

Fair value of current liabilities

Purchase price

The following unaudited pro forma information presents

the combined results of operations as if the acquisition of GBHL had been completed on January 1, 2023.

These unaudited pro forma results

are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined

company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results

of operations:

SCHEDULE OF UNAUDITED PROFORMA

INFORMATION COMBINED RESULTS OF OPERATIONS

For the years ended December 31,

Loss from operations

( 1,505,306 )

Net (loss) income

Net (loss) income per share

NOTE 4 - 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.

is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly

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 be able to serve as a source of liquidity for us to the

same extent as cash and cash equivalents.

As of December 31, 2024, the details of digital assets

we held are as follows:

3 - DIGITAL ASSETS

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.

times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all.

our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not

be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

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

SCHEDULE OF DIGITAL ASSETS

Ticker Symbol

(1) Number of tokens and value per token were displayed up to 3 decimal places,

respectively.

(2) Total value was rounded to the nearest dollar.

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 sheet as of December 31, 2024, as the transaction did

not meet the criteria for asset recognition.

As of the date of this report, the Company has yet determined the value of DiGau due to

a lack of observable market transactions and price information.

As a result, the transaction was not disclosed in our consolidated financial

statements for the year ended December 31, 2024.

NOTE 5 - PROPERTY AND EQUIPMENT, NET

of tokens and value per token were displayed up to 3 decimal places, respectively.

value was rounded to the nearest dollar.

of December 31, 2024, the details of digital assets we held are as follows:

Ticker Symbol

of tokens and value per token were displayed up to 3 decimal places, respectively.

value was rounded to the nearest dollar.

following table sets forth a summary of the changes in the estimated fair value of our digital assets during the years ended December

31, 2025, and 2024, respectively:

SCHEDULE OF CHANGES IN CRYPTO ASSETS

As of December 31,

Fair value at beginning of year

Additions during the year

Change in fair value during the year

Fair value at end of year

estimated fair value of our digital assets was $ 282,161 and $ 192,398 as of December 31, 2025, and December 31, 2024, respectively.

the year ended December 31, 2025, we recognized a fair value loss on digital assets of $ 4,818 .

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 December 31, 2025, and 2024, respectively, as the transaction did not meet the criteria for asset recognition.

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.

do not expect that the exclusion of the transaction will have a significant effect on our consolidated financial statements as of December

31, 2025, and 2024, respectively.

4 - PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY AND EQUIPMENT NET

10 unchanged sentences

Accumulated depreciation, beginning of year

( 1,074,081 )

Depreciation for the year

1 unchanged sentence

Effect of changes in exchange rate

depreciation, end of year

Accumulated depreciation, end of year

( 1,132,024 )

( 1,074,081 )

Property and equipment, net

Office leasehold under property and equipment represents

three adjoining office units owned and used by the Company located in a commercial building in Shenzhen, China.

The office leasehold is

subject to a 50 -year land lease with a remaining term of 20 years and is being depreciated over the remaining lease term.

for this office leasehold in Shenzhen, China, classified as an operating expense, was $ 102,241 and $ 104,442 for the years ended December

31, 2024, and 2023, respectively.

Depreciation for property and equipment, including

office leasehold, furniture and fixtures, office equipment and leasehold improvement, classified as an operating expense, totaling $ 129,232

and $ 118,963 for the years ended December 31, 2024, and 2023, respectively.

NOTE 6 - REAL ESTATE HELD FOR SALE

On December 31, 2024, and 2023, real

estate held for sale was valued at $ 980,402

and $ 1,659,207 ,

respectively.

Real estate held for sale represents multiple units in a building located in Hong Kong (the

On February 25, 2015, we acquired a 60 % interest of

Forward Win International Limited (“FWIL”), a company that aims to trade the Property.

The Property was developed for resale on a “unit

by unit” basis and is stated at the lower of cost or estimated fair value, less estimated costs to sell.

leasehold under property and equipment represents three adjoining office units owned and used by the Company located in a commercial

building in Shenzhen, China (the “Office Leasehold”).

The Office Leasehold is subject to a 50 -year land lease with a remaining

term of 19 years and is being depreciated over the remaining lease term.

Depreciation for the Office Leasehold, classified as an operating

expense, was $ 102,172 and $ 102,241 for the years ended December 31, 2025, and 2024, respectively.

for property and equipment, including the Office Leasehold, furniture and fixtures, office equipment and leasehold improvement, classified

as an operating expense, totaling $ 128,177 and $ 129,232 for the years ended December 31, 2025, and 2024, respectively.

the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory

Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Office Leasehold’s fair value by market approach for comparing its fair value to similar properties which

have been sold recently, and as a result, indicators of impairment of the Office Leasehold were identified.

of December 31, 2025, the fair value of the Office Leasehold was appraised by the Appraiser at approximately $ 1,300,000 (equivalent to

RMB 9,100,000 ), compared to the Office Leasehold’s net book value of approximately $ 2,100,000 (equivalent to RMB 15,000,000 ), the

Office Leasehold was devalued.

Company determined that the Office Leasehold was impaired, an impairment of its property and equipment of $ 813,552 was recognized for

the year ended December 31, 2025, and the property and equipment was revalued at approximately $ 1,300,000 (equivalent to RMB 9,100,000 )

as of December 31, 2025.

of December 31, 2024, the Company identified there were no indicators of impairment of its property and equipment.

December 31, 2025, and 2024, the Company’s property and equipment were valued at $ 1,358,181 and $ 2,226,888 , respectively.

5 - REAL ESTATE HELD FOR SALE

represents the Property for which a committed plan to sell exists and an active program to market the Property has been initiated.

On April 15, 2024, the Company acquired the remaining

40 % shares of FWIL from the non-controlling interest (the “NCI”) by distribution of 40 % of FWIL’s Property for consideration

of its acquisition and settlement of loan from the NCI (the “Acquisition”).

Other than the Acquisition, no

property was sold during 2024 and 2023.

NOTE 7 - REAL ESTATE HELD FOR INVESTMENT, NET

estate held for sale represents multiple units in a building located in Hong Kong (the “Property”).

February 25, 2015, the Company acquired a 60 % interest of Forward Win International Limited (“FWIL”), a company that aims

to trade the Property.

Property was developed for resale on a “unit by unit” basis and is stated at the lower of cost or estimated fair value, less

estimated costs to sell.

Real estate held for sale represents the Property for which a committed plan to sell exists and an active program

to market the Property has been initiated.

April 15, 2024, the Company acquired the remaining 40 %

shares of FWIL from the non-controlling interest (the “NCI”) in exchange for a distribution of 40 %

of FWIL’s Property as consideration for its acquisition and settlement of a loan from the NCI (the

“Acquisition”).

than the Acquisition, no property was sold during 2025 and 2024.

the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory

Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Property’s fair value by market approach for comparing its fair value to similar properties which

have been sold recently, and as a result, indicators of impairment of the Property were identified.

of December 31, 2025, the fair value of the Property was appraised by the Appraiser at approximately $ 887,000 (equivalent to HK$ 6,900,000 ),

compared to the Property’s net book value of approximately $ 980,000 (equivalent to HK$ 7,700,000 ), the Property was devalued.

Company determined that the Property was impaired, an impairment of the Property of $ 96,846 was recognized for the year ended December

31, 2025, and the Property was revalued at approximately $ 887,000 (equivalent to HK$ 6,900,000 ) as of December 31, 2025.

of December 31, 2024, the Company identified there were no indicators of impairment of the Property.

SCHEDULE OF IDENTIFIED THERE WERE NO INDICATORS OF IMPAIRMENT OF THE PROPERTY

As of December 31,

Real estate held for sale, beginning of year

Changes during the year:

Distribution to the NCI

Effect of changes in exchange rate

Changes in real estate

Real estate held for sale, end of year

December 31, 2025, and 2024, the Company’s real estate held for sale was valued at $ 886,502 and $ 980,402 , respectively.

6 - REAL ESTATE HELD FOR INVESTMENT, NET

SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT, NET

14 unchanged sentences

Real estate held for investment, net

Real estate held for investment represents the Company’s

two office units located in one commercial building in Malaysia.

The adjoining office units are currently rented to an unrelated tenant.

Depreciation for real estate held for investment,

leasehold under real estate held for investment represents the Company’s two adjoining office units located in one commercial building

in Malaysia (the “Office Leasehold”).

The Office Leasehold is currently rented to an unrelated tenant.

for real estate held for investment including the Office Leasehold, furniture and fixtures, office equipment and leasehold improvement,

included in the cost of rental revenue, was $ 9,992 and $ 15,590 for the years ended December 31, 2025, and 2024, respectively.

NOTE 8 - OTHER INVESTMENTS

OF OTHER INVESTMENTS

the first quarter of 2025, the Company’s furniture and fixtures, office equipment and leasehold improvement under real estate held

for investment had been fully depreciated with a nil net book value.

the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory

Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Office Leasehold’s fair value by market approach for comparing its fair value to similar properties which have been sold recently, and as a result, no indicators of impairment of the Office Leasehold were identified.

The Company determined that

the asset was not impaired, no impairment of its real estate held for investment was recognized for the year ended December 31, 2025,

and the real estate held for investment was valued at approximately $ 378,000 (equivalent to MYR 1,535,000 ) as of December 31, 2025.

of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for investment.

December 31, 2025, and 2024, the Company’s real estate held for investment was valued at $ 378,157 and $ 352,854 , respectively.

7 - OTHER INVESTMENTS

SCHEDULE OF OTHER INVESTMENTS

As of December 31,

Investment in equity securities without readily determinable fair values of affiliates:

(1) Greenpro Trust Limited (a related party)

(2) Other 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 the invested equity securities

are without readily determinable values even 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

For the year ended December 31,

2024, the Company recognized an impairment of $ 87,425

for eight of its total investments in equity securities without readily determinable fair values.

For the year ended December 31,

2023, the Company recognized an impairment of $ 4,982,000

for three of its total investments in equity securities without readily determined fair values and recorded a reversal of impairment

of $ 6,882,000

for one of the total investments in equity securities without readily determinable fair values.

In addition, the Company recorded

its equity securities without readily determinable fair values at cost.

For these cost method investments, we recorded them as other

investments in our consolidated balance sheets.

We reviewed all our cost investments quarterly to determine if impairment indicators

were present;

however, we were not required to determine the fair value of these investments unless impairment indicators existed.

When impairment indicators exist, we generally adopt the valuation methods allowed under ASC820 Fair Value Measurement to evaluate

the fair values of our cost method investments approximated or exceeded their carrying values.

As of December 31, 2024, the carrying value of our

cost method investments aggregated $ 12,073 .

On December 31, 2024, and 2023, the carrying values

of equity securities without readily determinable fair values are as follows:

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

Greenpro Trust Limited (a)(i)

SEATech Ventures Corp.

in equity securities

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 impairments is classified within Level 3.

Management assesses each of these investments on an individual

Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired.

Company believes all its invested equity securities are without readily determinable values even 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

Securities and Exchange Commission (SEC) or in the OTC market.

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 the fair values of the Investments approximate or exceed their carrying values.

2025 and 2024, the changes in carrying values of the Investments are as follows:

SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES

3 unchanged sentences

Additions during the year

Disposals, terminations, or forfeitures during the year

( 7,206,500 )

Disposals and terminations during the year

Disposal of impaired investment during the year

4 unchanged sentences

( 8,231,858 )

Impairment during the year

( 4,982,000 )

Reversal of impairment during the year

Impairment for the year

Disposal of impaired investment during the year

3 unchanged sentences

Net carrying values of equity securities without readily determinable fair values

For the years ended December 31, 2024, and 2023, the

Company recognized an impairment of other investments of $ 87,425 and $ 4,982,000 , respectively.

During 2024, the Company paid $ 92 or $ 0.0001 per share

to acquire 923,544 shares of common stock of SEATech Ventures Corp.

(“SEATech”) from an unrelated party in addition to the

remaining 2,279,813 SEATech shares which were acquired and impaired in 2018.

During 2024, we sold our 1,000,000

shares of common stock of Agape ATP Corporation (“Agape”), which were recorded at a cost of $ 100 ,

through a broker in total of $ 307,697

in two batches, sold back our 5,000,000

shares of common stock of Celmonze Wellness Corporation (“Celmonze”) to Celmonze at cost $ 500

per share and sold all 2,165,000

shares of common stock of MU Global Holding Limited (“MUGH”) which were acquired at $ 217

and fully impaired in 2018 to an unrelated party for $ 17,320 ,

respectively.

In December 2024, REBLOOD Biotech Corp.

was dissolved and hence, our 1,000,000 REBLOOD shares which were acquired at $ 100 or $ 0.0001 per share in 2022 were annulled and the investment

in REBLOOD was terminated.

Acquisition of other investments during 2024

SEATech Ventures Corp.

On August 8, 2024, GVCL entered

into a stock purchase agreement with an unrelated party, Seah Kok Wah (“Mr.

Pursuant to the agreement, Mr.

to sell his 923,544 shares of common stock of SEATech Ventures Corp.

(“SEATech”) to GVCL for approximately $ 92 or $ 0.0001

SEATech is a Nevada corporation and principally provides mentoring and incubation services to clients.

The investment was recognized

at a cost of $ 92 under other investments.

In addition to the acquisition

in August 2024, together with the remaining 2,279,813 SEATech shares which were acquired and impaired during 2018, GVCL in aggregate holds

3,203,357 shares of common stock of SEATech as of December 31, 2024.

As of December 31, 2024, the Company

recorded the investment in SEATech at a historical cost of $ 92 under other investments.

Disposal or termination of other investments during

Agape ATP Corporation

2017, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”) acquired 17,500,000

shares of common stock of Agape ATP Corporation, a Nevada corporation (“Agape”), par value of $ 0.0001

per share, for $ 1,750 .

Agape is principally engaged in the provision of health and wellness products and advisory services to clients in Malaysia.

December 31, 2021, GVCL holds approximately 5 %

of the total outstanding shares of Agape and recognized the investment at a historical cost of $ 1,750

under other investments.

21, 2022, GVCL entered into a forfeiture agreement with Agape.

Pursuant to the agreement, GVCL agreed to transfer 16,500,000 shares out

of its 17,500,000 shares of common stock from Agape to Agape for nil consideration.

As a result, GVCL holds approximately 1 % of the total

outstanding shares of Agape and recognized a loss on forfeiture of other investments of $ 1,650 .

October 10, 2023, Agape’s common stock has been uplisted from OTC to The Nasdaq Stock Market LLC (“NASDAQ”).

31, 2023, GVCL owned 1,000,000 shares of common stock of Agape and recognized our investment in Agape under a historical cost of $ 100 or

$ 0.0001 per share.

On February 16,

2024, GVCL sold 200,000

shares of Agape’s common stock through a broker at a price of $ 180,000 .

As a result, GVC recognized a gain on disposal of other investment of $ 179,980 .

On August 15,

2024, Agape filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a 1-for-20

reverse stock split of the shares of Agape’s common stock, par value $ 0.0001

per share on August 30, 2024.

As a result of the reverse stock split, our 800,000

shares of Agape’s common stock were reduced to 40,000

shares and the investment cost remained at $ 80 .

August 30, 2024, GVCL sold all remaining 40,000

Agape shares through a broker at a price of $ 127,697 .

As a result, GVCL recognized a gain on disposal of other investments of $ 127,617 .

Celmonze Wellness Corporation

On February 8, 2023, GVCL entered

into a subscription agreement with Celmonze Wellness Corporation, a Nevada corporation, which provides beauty and wellness solutions to

clients (“Celmonze”).

Pursuant to the agreement, GVCL acquired 5,000,000 shares of common stock of Celmonze at a price of

$ 500 or $ 0.0001 per share.

The investment was recognized at a historical cost of $ 500 under other investments.

Upon acquisition, the Company

recorded the investment in Celmonze at a historical cost of $ 500 under other investments.

On January 17, 2024, GVCL entered

a repurchase agreement with Celmonze.

Pursuant to the agreement, GVCL agreed to sell back all our 5,000,000 owned Celmonze shares to Celmonze

We received cash of $ 500 from Celmonze in exchange for our return of Celmonze shares.

MU Global Holding Limited

On July 25, 2018, GVCL entered

into a subscription agreement with MU Global Holding Limited, a Nevada corporation, which provides spa and wellness services and products

to clients (“MUGH”).

Pursuant to the agreement, GVCL acquired 2,165,000 shares of common stock of MUGH at a price of $ 217

or $ 0.0001 per share.

The investment was recognized at a historical cost of $ 217 under other investments.

On December 31, 2018, GVCL made

an impairment of $ 217 and hence, the investment was fully impaired with nil value.

On April 10, 2024, GVCL entered

into a stock purchase agreement with an unrelated party, Chen Shu-Jen (“Mr.

Pursuant to the agreement, GVCL agreed

to sell all 2,165,000 MUGH shares to Mr.

Chen for $ 17,320 .

As a result, GVCL recognized a gain on disposal of investment of $ 17,320 .

REBLOOD Biotech Corp.

2022, GVCL entered into a subscription agreement with REBLOOD Biotech Corp., a Nevada corporation, which is principally in the

provision of health management and biotechnology services (“REBLOOD”).

Pursuant to the agreement, GVCL acquired 1,000,000

shares of common stock of REBLOOD at a price of $ 100

On December 20, 2024,

REBLOOD’s sole director resolved to dissolve REBLOOD in Nevada, and filed a special resolution for dissolution with the Nevada Secretary

of State effective December 31, 2024.

As a result of

the dissolution, all REBLOOD shares are annulled, and GVCL’s investment is terminated with a nil value.

On December 31, 2024,

GVCL recognized a loss on termination of investment of $ 100 .

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

will acquire 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”).

to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”),

the aggregate closing consideration to be issued by the Company to the Seller shall be $ 1,200,000 , to be satisfied with the issuance

of 800,000 shares of the Company’s Common Stock, par value $ 0.0001 per share, valued at $ 1.50 per share (the “Consideration”).

Such shares shall be restricted under Rule 144 of the Securities Act of 1933 (the “Securities Act”).

to Article 6.4 of the Acquisition Agreement, all 800,000 shares to be issued as Consideration will be held in escrow and will remain

under the control of the Company until the Closing.

the year ended December 31, 2025, the Company recognized an impairment of $ 12,073 for two (2) of the Investments (see (a)) and recorded

a reversal of impairment of $ 150 for one (1) of the Investments (see (b)).

2025, one (1) impaired investment of the Investments of $ 150 was sold to an unrelated party for $ 39,950 .

As a result, the Company recognized

a gain of disposal of investment of $ 39,800 and a reversal of impairment of investment of $ 150 for the year ended December 31, 2025 (see

December 31, 2025, the Investments represented the Company’s twenty (20) investments in equity securities without readily determinable

fair values, all were related party investments and fully impaired with a nil value.

of December 31, 2025, the Acquisition has not been completed as the Consideration has yet been settled, and hence the Acquisition was

not reported to the Company’s consolidated financial statements.

of the date of this report, the Consideration is still outstanding, and the Company is continuing to discuss the date of settlement of

the Consideration with the Seller.

the year ended December 31, 2024, the Company recognized an impairment of $ 87,425

for eight (8) of the Investments.

2024, the Company paid $ 92 or $ 0.0001 per share to acquire 923,544 shares of common stock of SEATech Ventures Corp.

from an unrelated party in addition to the remaining 2,279,813 SEATech shares which were acquired and impaired in 2018.

2024, the Company sold all its 1,000,000 common shares of Agape ATP Corporation (“Agape”) which were acquired in total of

$ 100 , through a broker in two batches for $ 307,697 , and sold back all its 5,000,000 common shares of Celmonze Wellness Corporation (“Celmonze”)

to Celmonze at cost $ 500 or $ 0.0001 per share, and sold all its 2,165,000 common shares of MU Global Holding Limited (“MUGH”)

which were acquired in total of $ 217 and fully impaired in 2018 to an unrelated party for $ 17,320 .

December 2024, REBLOOD Biotech Corp.

(“REBLOOD”) was dissolved and hence, all 1,000,000 REBLOOD shares which were acquired

by the Company at $ 100 or $ 0.0001 per share in 2022 were annulled and the investment in REBLOOD was terminated.

December 31, 2024, the Investments represented the Company’s twenty-one (21) investments in related parties’ equity securities

without readily determinable fair values.

In which, nineteen (19) of the Investments were impaired with a nil value and the remaining

two (2) of the Investments have an aggregate value of $ 12,073 .

Impairment of other investments during 2025

Global Leaders Corporation

On August 30, 2020, GVCL entered

into a subscription agreement with Global Leaders Corporation, a Nevada corporation (“GLC”) to acquire 9,000,000 shares of

common stock of GLC at a price of $ 900 or $ 0.0001 per share, representing approximately 6 % of the total issued and outstanding shares

GLC’s principal activities are to provide training and consulting services to corporate clients in Hong Kong and China.

Upon acquisition, GVCL recognized

the investment in GLC at a historical cost of $ 900 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 900 for the investment in GLC due to its continuous losses and stockholders’ deficit.

As a result, our investment in GLC was fully impaired with a nil value as of December 31, 2024.

New Business Media Sdn.

On November 1,

2020, GVCL entered into an acquisition agreement with Ms.

Lee Yuet Lye and Mr.

Chia Min Kiat, shareholders of New Business Media

Bhd (“NBMSB”).

NBMSB is a Malaysian company involved in operating a Chinese media portal that provides digital news

services focusing on Asian capital markets.

NBMSB is also one of the biggest Chinese-language digital business news networks in

Malaysia and has readers from across Southeast Asia.

Pursuant to the

agreement, both Ms.

Chia have agreed to sell to GVCL an 18 %

equity stake in NBMSB in consideration of a new issuance of 25,759

shares of the Company’s restricted Common Stock, valued at $ 411,120

The consideration was derived from an agreed valuation of NBMSB of $ 2,284,000 ,

based on its assets including customers, fixed assets, cash and cash equivalents, and liabilities as of November 1, 2020.

GVCL recognized the investment in NBMSB at a historical cost of $ 411,120

under other investments.

On December 31, 2022, the fair

value of NBMSB was appraised by an independent appraiser, the Appraiser and according to our 18 % interest in NBMSB, our investment was

valued at approximately $ 82,000 .

The depreciation of NBMSB’s fair value was mainly due to its significant drop in revenue.

the Company recorded an impairment loss of $ 329,120 for the year ended December 31, 2022.

During 2023, no indicator of impairment

occurred and hence, our investment value in NBMSB remained the same at $ 82,000 as of December 31, 2023.

For the year ended December 31,

2024, the Company made a full impairment of $ 82,000 for the investment in NBMSB due to NBMSB’s failure to provide updated financial

statements for evaluation.

As a result, our investment in NBMSB was fully impaired with a nil value as of December 31, 2024.

Angkasa-X Holdings Corp.

On February 3, 2021, GVCL entered

into a subscription agreement with Angkasa-X Holdings Corp., a British Virgin Islands corporation, which principally provides turnkey

services, from strategic satellite anchor station solutions, including construction and facility design, and antenna integration to fully

deployable, integrated tactical platform solutions (“Angkasa-X”).

Pursuant to the agreement, GVCL acquired 28,000,000 ordinary

shares of Angkasa-X at a price of $ 2,800 or $ 0.0001 per share.

Upon acquisition, GVCL recorded

the investment in Angkasa-X at a historical cost of $ 2,800 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 2,800 for the investment in Angkasa-X due to its continuous losses and stockholders’

As a result, our investment in Angkasa-X was fully impaired with a nil value as of December 31, 2024.

Jocom Holdings Corp.

On June 2, 2021, GVCL entered into

a subscription agreement with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based m-commerce platform specializing

in online grocery shopping via smartphones (“Jocom”).

Pursuant to the agreement, GVCL acquired 1,500,000 shares of common

stock of Jocom at a price of $ 150 or $ 0.0001 per share.

Upon acquisition, the Company recorded

the investment in Jocom at a historical cost of $ 150 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 150 for the investment in Jocom due to its continuous losses and stockholders’ deficit.

As a result, our investment in Jocom was fully impaired with a nil value as of December 31, 2024.

Ata Global Inc.

2021, GVCL entered into a subscription agreement with Ata Global Inc., a Nevada corporation, principally in the provision of

financial technology (“FinTech”) services (“Ata Global”).

Pursuant to the agreement, GVCL acquired 2,250,000

shares of common stock of Ata Global at a price of $ 225

Upon acquisition, the Company

recorded the investment in Ata Global at a historical cost of $ 225 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 225 for the investment in Ata Global due to its failure to provide updated financial

statements for evaluation.

As a result, our investment in Ata Global was fully impaired with a nil value as of December 31, 2024.

catTHIS Holdings Corp.

On August 27, 2021, GVCL entered

into a subscription agreement with catTHIS Holdings Corp., a Nevada corporation, which provides a digital catalog management platform

for users to upload, share and retrieve digital catalogs from any device (“catTHIS”).

Pursuant to the agreement, GVCL acquired

2,000,000 shares of common stock of catTHIS at a price of $ 200 or $ 0.0001 per share.

Upon acquisition, the Company

recorded the investment in catTHIS at a historical cost of $ 200 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 200 for the investment in catTHIS due to its continuous loss and stockholders’ deficit.

As a result, our investment in catTHIS was fully impaired with a nil value as of December 31, 2024.

ACT Wealth Academy Inc.

On February 21, 2022, GVCL entered

into a subscription agreement with ACT Wealth Academy Inc., a Nevada corporation, which provides training, seminars, and events in the

academic fields (“ACT Wealth”).

Pursuant to the agreement, GVCL acquired 6,000,000 shares of common stock of ACT Wealth at

a price of $ 600 or $ 0.0001 per share.

Upon acquisition, the Company

recorded the investment in ACT Wealth at a historical cost of $ 600 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 600 for the investment in ACT Wealth due to its failure to provide updated financial

statements for evaluation.

As a result, our investment in ACT Wealth was fully impaired with a nil value as of December 31, 2024.

Best2bid Technology Corp.

On June 9, 2022, GVCL entered

into a subscription agreement with Best2bid Technology Corp., a Nevada corporation, which provides an online bidding cum e-commerce platform

enabling participants to auction or sell their merchandise to bidders (“Best2bid”).

Pursuant to the agreement, GVCL acquired

5,500,000 shares of common stock of Best2bid at a price of $ 550 or $ 0.0001 per share.

As of December 31, 2023, the Company

recorded the investment in Best2Bid at a historical cost of $ 550 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 550 for the investment in Best2bid due to Best2bid’s failure in proving its updated

financial condition and performance for evaluation.

As a result, our investment in Best2bid was fully impaired with a nil value as of

Trust Limited

March 30, 2015, our wholly owned subsidiary, Greenpro Resources Limited, a British Virgin Islands company (“GRBVI”), acquired

300,000 shares, representing approximately 8 % of the issued and outstanding shares of Greenpro Trust Limited, a Hong Kong company (“GTL”),

from its shareholders at a price of HK$ 300,000 (approximately $ 38,710 ) or HK$ 1 per share.

GTL is principally engaged in the provision

of trusteeship, custodial and fiduciary services to clients in Hong Kong.

April 13, 2016, another wholly owned subsidiary of the Company, Asia UBS Global Limited, a Belizean company (“AUB”), acquired

100,000 shares, representing approximately 3 % of the issued and outstanding shares of GTL for HK$ 100,000 (approximately $ 12,903 ) or HK$ 1

Company indirectly has an aggregate of approximately 11 % interest in GTL with an investment value of $ 51,613 .

Lee and Loke are

common directors of GTL and the Company.

December 31, 2022, the net asset value (“NAV”) of GTL was $ 107,835 and according to the Company’s 11 % interest in GTL’s

NAV, our investment was valued at approximately $ 11,981 .

Hence, the Company recorded an impairment loss of $ 39,632 for the year ended

December 31, 2022.

NOTE 9 - INTANGIBLE ASSETS AND GOODWILL

Intangible assets, net

2023 to 2024, our investment value in GTL remained the same at $ 11,981 as no impairment indicator occurred during these two years.

the year ended December 31, 2025, the Company recognized an impairment of $ 11,981 for the investment in GTL due to GTL’s failure

to provide updated financial statements for evaluation.

As a result, our investment in GTL was fully impaired with a nil value as of

December 31, 2025.

Ventures Corp.

August 8, 2024, GVCL entered into a stock purchase agreement with an unrelated party, Seah Kok Wah (“Mr.

to the agreement, Mr.

Seah agreed to sell his 923,544 shares of common stock of SEATech Ventures Corp.

(“SEATech”) to GVCL

for approximately $ 92 or $ 0.0001 per share.

SEATech is a Nevada corporation and principally provides mentoring and incubation services

The investment was recognized at a cost of $ 92 under other investments.

addition to the acquisition in August 2024, together with the remaining 2,279,813 SEATech shares which were acquired and impaired during

2018, GVCL in aggregate holds 3,203,357 shares of common stock of SEATech as of December 31, 2024.

of December 31, 2024, the Company recorded the investment in SEATech at a historical cost of $ 92 under other investments.

the year ended December 31, 2025, the Company recognized an impairment of $ 92 for the investment in SEATech due to its continuous losses

and stockholders’ deficit.

As a result, our investment in SEATech was fully impaired with a nil value as of December 31, 2025.

of other investments during 2025

Holdings Corp.

June 2, 2021, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”), entered into a subscription agreement

with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based m-commerce platform specializing in online grocery shopping

via smartphones (“Jocom”).

Pursuant to the agreement, GVCL acquired 1,500,000 shares of common stock of Jocom at a price

of $ 150 or $ 0.0001 per share.

acquisition, the Company recorded the investment in Jocom at a historical cost of $ 150 under other investments.

the year ended December 31, 2024, the Company made a full impairment of $ 150 for the investment in Jocom due to its continuous losses

and stockholders’ deficit.

As a result, our investment in Jocom was fully impaired with a nil value as of December 31, 2024.

January 24, 2025, GVCL sold all 1,500,000 shares of Jocom’s common stock to an unrelated party, Chu, Hon Pong, at a price of $ 39,950 .

As a result, GVCL recognized a gain on disposal of other investment of $ 39,800 and a reversal of impairment of investment of $ 150 for

the year ended December 31, 2025.

8 - INTANGIBLE ASSETS AND GOODWILL

SCHEDULE OF INTANGIBLE ASSETS

3 unchanged sentences

Insurance agency license

Total intangible assets, gross

Total intangible assets,

Accumulated amortization

Accumulated amortization, beginning of year

Amortization during the year

Amortization for the year

Effect of changes in exchange rate

1 unchanged sentence

Intangible assets, net

As of December 31, 2024 and 2023, the original cost

of our intangible assets totaled $ 480,785 which includes $ 7,253 of trademarks acquired by Greenpro Resources (HK) Limited (“GRHK”)

during the years of 2013 to 2018, $ 344,500 of customer lists from the acquisition of Ace Corporate Services Limited (renamed to Falcon

Corporate Services Limited on August 26, 2016) (“FCSL”) in 2015, and $ 129,032 of an insurance agency license from the acquisition

of Sparkle Insurance Brokers Limited (renamed to Greenpro Sparkle Insurance Brokers Limited on April 4, 2019) (“Sparkle”)

on January 2, 2019, respectively.

As of December 31, 2024, and 2023, the customer lists

from FCSL and the insurance agency license from Sparkle had been fully amortized with nil value.

At the end of 2024, the Company

conducted the annual impairment test and concluded that it is more likely than not that the estimated fair value of GRHK’s

trademarks was more than their carrying amount, and no impairment indicator existed.

As a result, no impairment was made.

Amortization expense for intangible assets for the

years ended December 31, 2024, and 2023 was $ 476 and $ 718 , respectively.

Amortization for each year following December 31,

2024, is as follows:

of December 31, 2025 and 2024, the original cost of our intangible assets totaled $ 480,785 which includes $ 7,253 of trademarks acquired

by Greenpro Resources (HK) Limited (“GRHK”) during the years of 2013 to 2018, $ 344,500 of customer lists from the acquisition

of Ace Corporate Services Limited (renamed to Falcon Corporate Services Limited on August 26, 2016) (“FCSL”) in 2015, and

$ 129,032 of an insurance agency license from the acquisition of Sparkle Insurance Brokers Limited (renamed to Greenpro Sparkle Insurance

Brokers Limited on April 4, 2019) (“Sparkle”) on January 2, 2019, respectively.

of December 31, 2025, and 2024, the customer lists from FCSL and the insurance agency license from Sparkle had been fully amortized with

the fourth quarter of 2025, the Company conducted an annual impairment test and concluded that it is more likely than not that the estimated

fair value of GRHK’s trademarks was more than their carrying amount, and no impairment indicator existed.

As a result, no impairment

was recognized for the year ended December 31, 2025.

expense for intangible assets for the years ended December 31, 2025, and 2024 was $ 271 and $ 476 , respectively.

for each year following December 31, 2025, is as follows:

SCHEDULE OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS

Year ending December 31,

2027 and thereafter

As of December 31, 2024, the accumulated amortization

of intangible assets was $ 480,076 , and the net value of intangible assets was $ 709 .

of December 31, 2025, the accumulated amortization of intangible assets was $ 480,348 , and the net value of intangible assets was $ 437 .

SCHEDULE OF GOODWILL

As of December 31,

1 unchanged sentence

Greenpro Capital Village Sdn.

Global Business Hub Limited

Changes during the year:

3 unchanged sentences

Accumulated impairment, beginning of year

Impairment during the year

Impairment for the year

Accumulated impairment, end of year

Goodwill, after impairment

The Company’s goodwill consisted of $ 319,726

from its acquisition of Falcon Secretaries Limited (renamed to Falcon Accounting & Secretaries Limited on February 25, 2020) (“FASL”)

in 2015, $ 26,082 from its acquisition of Greenpro Capital Village Sdn.

(“GCVSB”) in 2021 and $ 6,035 from its acquisition

of Global Business Hub Limited (“GBHL”) in 2024, respectively.

Collectively, the Company’s goodwill totaled $ 351,843 .

Goodwill is not amortized but tested for any indicator

of impairment annually.

During 2022, the Company

conducted the annual impairment test for FASL and GCVSB, respectively and concluded that there was an indicator of impairment for the

goodwill derived from the acquisition of FASL, as the net asset value (“NAV”) of FASL is less than the value of the goodwill

as of December 31, 2022.

As a result, an impairment loss of $ 263,247 was made, the value of the Company’s goodwill was impaired

to $ 82,561 , represents the value of goodwill related to FASL was impaired to $ 56,479 and the value of goodwill related to GCVSB remains

at $ 26,082 , respectively.

During 2023, the Company

conducted the annual impairment test and concluded that there was no indicator of impairment for the goodwill derived from the acquisitions

of FASL and GCVSB, as both the NAV of FASL and GCVSB was greater than the respective value of the goodwill as of December 31, 2023.

During 2024, the Company conducted the annual impairment

test for FASL, GCVSB and GBHL, respectively and concluded that there was an indicator of impairment for the goodwill derived from the

acquisitions of FASL and GCVSB.

As the NAV of FASL is less than the value of the goodwill of $ 56,479 and the NAV of GCVSB is less than

the value of the goodwill of $ 26,082 as of December 31, 2024, a full impairment of $ 56,479 and $ $ 26,082 was made, respectively.

result, total impairment of $ 82,561 was made, both the value of goodwill related to FASL and GCVSB was impaired to nil , the value of goodwill

related to the newly acquired subsidiary, GBHL remains at $ 6,035 .

For the years ended December 31, 2024, and 2023, $ 82,561

and $ 0 of impairment of goodwill was made, respectively.

As of December 31, 2024, the value of the Company’s

goodwill was $ 6,035 , representing the value of goodwill related to GBHL of $ 6,035 .

NOTE 10 - LEASES

As of December 31, 2024, the Company has an operating

lease agreement for one office space in Hong Kong with a term of two years and has a finance lease for a motor vehicle in Malaysia with

a term of five years , respectively.

Other than these leases, the Company does not have any other leases over the term of one year.

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.

Company’s goodwill consisted of $ 319,726 from its acquisition of Falcon Secretaries Limited (renamed to Falcon Accounting &

Secretaries Limited on February 25, 2020) (“FASL”) in 2015, $ 26,082 from its acquisition of Greenpro Capital Village Sdn.

(“GCVSB”) in 2021 and $ 6,035 from its acquisition of Global Business Hub Limited (“GBHL”) in 2024.

Collectively,

the Company’s goodwill totaled $ 351,843 .

is not amortized but tested for any indicators of impairment annually.

the fourth quarter of 2022, the Company conducted annual impairment tests for FASL and GCVSB, and concluded that there were indicators

of impairment for goodwill derived from the acquisition of FASL.

As the net asset value (“NAV”) of FASL was less than the

value of goodwill as of December 31, 2022, an impairment of $ 263,247 was recognized for the year ended December 31, 2022.

the Company’s goodwill was impaired to $ 82,561 , represented the value of goodwill related to FASL was impaired to $ 56,479 and the

value of goodwill related to GCVSB remained at $ 26,082 as of December 31, 2022.

the fourth quarter of 2023, the Company conducted annual impairment tests and concluded that there were no indicators of impairment for

goodwill derived from the acquisitions of FASL and GCVSB, as both the NAV of FASL and GCVSB were greater than their respective value

of goodwill as of December 31, 2023.

the fourth quarter of 2024, the Company conducted annual impairment tests for FASL, GCVSB and GBHL, and concluded that there were indicators

of impairment for goodwill derived from the acquisitions of FASL and GCVSB.

As the NAV of FASL was less than the value of goodwill of

$ 56,479 and the NAV of GCVSB is less than the value of goodwill of $ 26,082 as of December 31, 2024, an impairment of $ 56,479 and $ 26,082

was recognized, respectively.

For the year ended December 31, 2024, total impairment of $ 82,561 was recognized, the value of goodwill

related to FASL and GCVSB were respectively impaired to nil , the value of goodwill related to the Company’s newly acquired subsidiary,

GBHL remained at $ 6,035 as of December 31, 2024.

the fourth quarter of 2025, the Company conducted an annual impairment test for GBHL and concluded that there were indicators of impairment

for goodwill derived from the acquisition of GBHL.

As the NAV of GBHL is less than the value of goodwill of $ 6,035 as of December 31,

2025, an impairment of $ 6,035 was recognized for the year ended December 31, 2025.

The value of goodwill related to GBHL was impaired

to nil as of December 31, 2025.

the years ended December 31, 2025, and 2024, $ 6,035 and $ 82,561 of impairment of goodwill was recognized, respectively.

of December 31, 2025, and 2024, the value of the Company’s goodwill was $ 0 and $ 6,035 , respectively.

of December 31, 2025, the Company has an operating lease agreement for one office space in Hong Kong, with a cancellable term of one

year commencing from March 15, 2025, to March 14, 2026, after a non-cancellable term of 2 two years expired on March 14, 2025, and has

a finance lease for a motor vehicle in Malaysia, with a term of 5 five years.

Other than these leases, the Company does not have any other

leases over the term of one year.

Any lease with an initial term of 12 months or less is not recorded on the balance sheets.

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.

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

1 unchanged sentence

The operating lease ROU asset includes any lease payments made and excludes lease incentives.

The components of lease costs and supplemental cash

flow information related to operating leases and finance leases are as follows:

components of lease costs and supplemental cash flow information related to operating leases and finance leases during the past two years

are as follows:

SCHEDULE OF COMPONENTS OF LEASE AND SUPPLEMENTAL CASH FLOW INFORMATION

15 unchanged sentences

Non-cash activity:

Initial recognition of the balance payment of ROU asset by finance lease liabilities

Balance payment of ROU asset by finance lease liabilities

Weighted average remaining lease term (in years):

4 unchanged sentences

Finance leases

Rental expenses include amortization of $ 94,807 and $ 89,695 and interest expenses of $ 2,860 and $ 5,304 for the years ended December 31, 2024, and 2023, respectively.

Other rental expenses represent those rental expenses for leases with a lease term within one year, and government rent and rates related to the leases.

The supplemental balance sheet information related

to leases during the past two years is as follows:

expenses include amortization of $ 95,493 and $ 94,807 and interest expenses of $ 2,228 and $ 2,860 for the years ended December 31,

2025, and 2024, respectively.

rental expenses represent those rental expenses for leases with a lease term within one year, and government rent and rates related

to the leases.

supplemental balance sheet information related to leases during the past two years is as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

6 unchanged sentences

Total current lease liabilities

Long-term operating lease liabilities

Long-term finance lease liabilities

1 unchanged sentence

Total lease liabilities

lease ROU assets are measured at a cost of $ 351,829

and less accumulated amortization of $ 331,900

and $ 237,278

as of December 31, 2024, and 2023, respectively.

lease ROU asset is measured at a cost of $ 28,898

and less accumulated amortization of $ 8,626

as of December 31, 2024, and 2023, respectively.

Maturities of the Company’s lease liabilities

as of December 31, 2024, are as follows:

lease ROU assets, are measured at a cost of $ 447,497 and $ 351,829 and less accumulated amortization of $ 427,607 and $ 331,900 as of

December 31, 2025, and 2024, respectively.

lease ROU asset, is measured at a cost of $ 28,898 and less accumulated amortization of $ 13,104 and $ 8,626 as of December 31, 2025,

and 2024, respectively.

of the Company’s lease liabilities as of December 31, 2025, are as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

9 unchanged sentences

Total lease obligations

For the year ended December 31, 2024, total lease

costs were $ 115,278 including operating lease costs of $ 114,208 and finance lease costs of $ 1,070 , respectively.

For the year ended December

31, 2023, total lease costs were $ 115,130 including operating lease costs of $ 114,401 and finance lease costs of $ 729 , respectively.

NOTE 11 - DERIVATIVE LIABILITIES

SCHEDULE OF DERIVATIVE LIABILITIES

As of and for the years ended,

Fair value at beginning of year

Fair value gain of derivative liability associated with warrants

Fair value at end of year

On June 12, 2018, warrants

exercisable into 53,556 shares of the Company’s Common Stock were issued at an exercise price of $ 7.20 per share and will expire

The warrants were fully vested when issued.

(see Note 13).

On July 19, 2022, the Company

filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”), to effect

a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July

The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants

outstanding immediately prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock Split, the number of the

outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares to 5,356 (post-split)

shares (see Note 13).

Warrant activity, including

the number of shares and the exercise price per share, has been adjusted for all periods presented in this Annual Report to reflect the

Reverse Stock Split effected on July 28, 2022, on a retroactive basis.

On June 12, 2023 (the “Expiration), no warrants

were exercised as the trading price of the Company’s Common Stock was at or below the exercise price of $ 72 (post-split) per share

or $ 7.2 (pre-split) per share.

At the Expiration, the closing price of the Company’s Common Stock was $ 1.78 per share.

During the year ended December

31, 2023, the Company recorded a decrease in fair value of derivatives of $ 1 .

Since the Expiration, all warrants

expired, and no warrants are outstanding and exercisable.

The balance of the derivative

liabilities related to warrants was nil as of December 31, 2024, and 2023, respectively.

For the year ended December 31,

2024, neither gain nor loss was recognized as all warrants had expired during 2023, while for the year ended December 31, 2023, the

Company recognized a gain of $ 1

associated with the revaluation of the above derivative liability.

NOTE 12 - STOCKHOLDERS’ EQUITY

Our 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 per share, and 100,000,000 shares are designated

as shares of preferred stock, par value $ 0.0001 per share.

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.

Cancellation of shares in 2023

On February 11, 2021, Greenpro Resources Limited,

a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a global multi-asset

fund incorporated in the Cayman Islands and principally engaged in developing a multi-faceted suite of products and services for the cryptocurrency

industry and economy (the “Fund”).

Pursuant to the agreement, GRL agreed to subscribe for $ 7,206,000 worth of Class B shares

of the Fund by issuing 300,000 shares of the Company’s restricted Common Stock, valued at $ 7,206,000 to the Fund.

On May 18, 2023, the Company decided

to terminate its investment in the Fund due to significant impairments suffered since subscription and to cancel the shares issued

to the Fund due to the Fund’s failure to provide consideration for the shares.

As a result, 300,000

shares of the Company’s restricted Common Stock were cancelled, and the value of Common Stock of $ 300

and the value of additional paid-in capital of $ 7,205,700 ,

in aggregate of $ 7,206,000 ,

were reversed accordingly.

During 2024 and 2023, the Company did no t issue any

shares of its Common Stock.

NOTE 13 – WARRANTS

On June 13, 2018, the Company granted to the placement

agent and issued warrants exercisable into 53,556 shares of Common Stock at an exercise price of $ 7.20 per share and the expected expiration

of the warrants is June 12, 2023 (the “Expiration”).

Since the Expiration, the Company does not expect to issue other warrants

in the next twelve months.

On July 19, 2022, the Company filed a Certificate

of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of the

Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July 28, 2022.

Stock Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants outstanding immediately

prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock Split, the number of the outstanding warrants

exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares to 5,356 (post-split) shares (see Note 11)

and the exercise price of the warrants was adjusted from $ 7.2 (pre-split) per share to $ 72 (post-split) per share.

Warrant activity including the number of shares and

the exercise price per share has been adjusted for all periods presented in our Annual Reports on Form 10-K or Quarterly Reports on Form

10-Q to reflect the Reverse Stock Split effected on July 28, 2022 on a retroactive basis.

A summary of warrants to purchase Common Stock issued during the years

ended December 31, 2024, and 2023 is as follows:

SUMMARY OF WARRANTS ACTIVITY

Exercise Price

Balance outstanding as of January 1, 2023

Balance outstanding and exercisable as of December 31, 2023

Balance outstanding and exercisable as of December 31, 2024

On June 12, 2023 (the “Expiration), no warrants

were exercised as the trading price of the Company’s Common Stock was at or below the exercise price of $ 72 (post-split) per share

or $ 7.2 (pre-split) per share.

At the Expiration, the closing price of the Company’s Common Stock was $ 1.78 per share.

Since the Expiration, all warrants

expired, and no

warrants are outstanding and exercisable.

As of December 31, 2023 and 2024, the value of the

warrants was nil .

NOTE 14 - INCOME TAXES

Provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES

For the years ended December 31,

A summary of local (United States) and foreign loss

before income taxes was comprised of the following:

the year ended December 31, 2025, total lease costs were $ 114,234 including operating lease costs of $ 113,351 and finance lease costs

the year ended December 31, 2024, total lease costs were $ 115,278 including operating lease costs of $ 114,208 and finance lease costs

10 - STOCKHOLDERS’ EQUITY

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

per share, and 100,000,000 shares are designated as shares of preferred stock, par value $ 0.0001 per share.

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.

2024, the Company did no t issue any shares of its Common Stock.

2025, the Company in aggregate issued 1,050,000 shares of its Common Stock to individual investors in private placements, for total cash

proceeds of $ 1,235,000 .

The proceeds aim to fund the expansion of the Company’s operations.

list of the sales and issuance of the Company’s Common Stock during 2025 is set forth below:

SCHEDULE OF SALES AND ISSUANCE OF SHARES OF COMMON STOCK

Name of Shareholder

Shares of common stock issued

Cash proceeds from share issuance

Name of Shareholder

Shares of Common

Cash Proceeds

from Share Issuance

Poon, Tsz Yu (1)

Tan, Lee Sha (1)

Chui, Sang Derek (1)

Ho, Tak Leung (1)

Good Girl Environmental Plant Research Center Limited (1), (2), (5)

Ngai, Suk Fun (3)

Lam, Hung Tak (3)

Yeung, Kam Shing William (3), (4)

Kwan, Tak Hing (3)

Tam, Kwai Ching (4)

Song, Shijie (4)

June 10, 2025, the Company entered into subscription agreements with five (5) individual investors, providing for the private placement

of an aggregate of 500,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.00

for cash proceeds of $ 500,000 .

June 23, 2025, the Company entered into a subscription agreement with one (1) individual investor, providing for the private placement

of 200,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.30 for cash proceeds

of $ 260,000 .

October 1, 2025, the Company entered into subscription agreements with four (4) individual investors, providing for the private placement

of an aggregate of 100,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.30

for cash proceeds of $ 130,000 .

November 14, 2025, the Company entered into subscription agreements with three (3) individual investors, providing for the private

placement of an aggregate of 150,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price

of $ 1.30 for $ 195,000 .

December 18, 2025, the Company entered into subscription agreements with one (1) individual investor, providing for the private placement

of an aggregate of 100,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.50

for cash proceeds of $ 150,000 .

11 - INCOME TAXES

before income taxes for the years ended December 31, 2025, and 2024 is summarized as follows:

SCHEDULE OF LOSS BEFORE INCOME TAXES

For the years ended December 31,

Tax jurisdictions from:

Year ended December 31,

Loss before income taxes:

United States

$ ( 669,963 )

Loss before income taxes

for income taxes for the years ended December 31, 2025, and 2024 is summarized as follows:

SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES

Year ended December 31,

Total current

Total deferred

Total provision for income taxes

reconciliation of the federal statutory income tax amount and rate to the Company’s effective tax rate for the years ended December

31, 2025, and 2024 is as follows:

SCHEDULE OF EFFECTIVE INCOME TAX RATE

Year ended December 31,

Loss before income taxes

$ ( 2,970,092 )

– Foreign, representing:

Other (primarily nontaxable jurisdictions)

(Loss) income before income taxes

$ ( 721,388 )

Effective and Statutory Rate Reconciliation

The following table summarizes a reconciliation of

the Company’s statutory income tax rate to the Company’s effective tax rate as a percentage of income from continuing operations

before taxes:

SCHEDULE OF EFFECTIVE INCOME TAX RATE

For the years ended

Statutory tax rate

Impairment of goodwill, intangible assets, and investments

Change in income tax valuation allowance

Effective tax rate

The effective tax rate in the years presented is the

result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

During the years presented,

the Company has had several subsidiaries that operate in different countries and are subject to tax in the jurisdictions in which its

subsidiaries operate, as follows:

The significant components of deferred taxes of the

Company are as follows (rounded to the nearest thousand):

Federal statutory tax rate

State and local income tax, net of federal income tax effect

Foreign tax effects:

Changes in valuation allowances

Foreign rate difference

Changes in valuation allowances

Foreign rate difference

Changes in valuation allowances

Foreign rate difference

Changes in valuation allowances

Foreign rate difference

Other foreign jurisdictions*

Income tax expense and effective tax rate

* Other foreign

jurisdictions include one of the Company’s subsidiaries incorporated in the British Virgin Islands (BVI) and Anguilla

respectively with a zero corporate tax rate and two subsidiaries incorporated in Belize with tax exemptions due to foreign-sourced

income and operating losses.

income taxes paid (net of refunds) by jurisdiction for the years ended December 31, 2025, and 2024, as reported in the Consolidated Statements

of Cash Flows, are as follows:

SCHEDULE OF INCOME TAXES PAID (NET OF REFUNDS) BY JURISDICTION

Year ended December 31,

significant components of deferred taxes of the Company are as follows (rounded to the nearest thousand):

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

15 unchanged sentences

Deferred tax liabilities

Change in fair value of derivative liabilities

Operating lease right-of-use asset

2 unchanged sentences

Net deferred tax asset (liability)

The Company believes that it is more

likely than not that the deferred tax assets will not be fully realized in the future.

Accordingly, the Company established a

valuation allowance of $ 7,938,000

to offset deferred tax assets of $ 7,946,000

including deferred tax assets related to the net operating loss (NOL) carry forwards of $ 6,132,000

as of December 31, 2024.

For the year ended December 31,

2024, the valuation allowance decreased by $ 128,000 ,

this decrease was primarily due to a decrease of NOL carryforwards from the PRC.

United States of America

The Company is registered in the State of Nevada and

is subject to United States of America tax law.

For the years ended December 31, 2024, and 2023, the

operations in the United States of America incurred a net operating loss (NOL) of $ 670,000 and $ 4,093,000 , respectively.

As of December 31, 2024, the cumulative net operating

losses (NOLs) were $ 23,423,000 which can be carried forward to offset future taxable income.

The NOL carryforwards begin to expire in

2037, if unutilized.

The Company’s subsidiaries operating in Hong

Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 16.5 % on their assessable income for the tax year.

For the years ended December 31, 2024, and 2023, the

subsidiaries in Hong Kong incurred the aggregate of a net operating loss (NOL) of $ 567,000 and $ 345,000 , respectively.

As of December 31, 2024, the cumulative net operating

losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong were $ 3,222,000 .

The cumulative NOLs can be carried

forward indefinitely to offset future taxable income.

The Company’s subsidiaries operating in the

PRC are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory

income tax rate of 25 %.

For the year ended December 31,

2024, the subsidiaries in the PRC recorded an aggregate net operating income (NOI) of approximately $ 902,000 ,

while for the year ended December 31, 2023, the subsidiaries in the PRC recorded an aggregate net operating loss (NOL) of

approximately $ 0 .

As of December 31, 2024, the subsidiaries operating

in the PRC had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,335,000 which can be carried forward to offset

future taxable income.

table below summarizes changes in the valuation allowance for deferred tax assets for the years presented (rounded to the nearest thousand):

SCHEDULE OF CHANGES IN THE VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS

Year ended December 31,

Valuation allowance

Balance, beginning of year

Increases in (reversal of) valuation allowance during the year

Balance, end of year

Company believes that it is more likely than not that the deferred tax assets will not be fully realized in the future.

the Company established a valuation allowance of $ 8,539,000 to offset deferred tax assets of $ 8,546,000 including deferred tax assets

related to the net operating loss (NOL) carryforwards of $ 6,732,000 as of December 31, 2025.

the year ended December 31, 2025, a valuation allowance was increased by $ 600,000 , this increase was primarily due to an increase of

NOL carryforwards of $ 292,000 from the Company’s China subsidiaries.

States of America

Company is registered in the State of Nevada and is subject to United States of America tax law.

the years ended December 31, 2025, and 2024, the operations in the United States of America incurred a net operating loss (NOL) of $ 720,000

and $ 670,000 , respectively.

of December 31, 2025, the cumulative net operating losses (NOLs) were $ 24,143,000 which can be carried forward to offset future taxable

The NOL carryforwards begin to expire in 2037, if unutilized.

Company’s subsidiaries operating in China are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s

Republic of China with a unified statutory income tax rate of 25 %.

the years ended December 31, 2025, and 2024, the subsidiaries in China recorded an aggregate net operating loss (NOL) of $ 1,171,000 and

an aggregate net operating income (NOI) of $ 902,000 , respectively.

of December 31, 2025, the subsidiaries operating in China had incurred the aggregate amount of cumulative net operating losses (NOLs)

of $ 2,506,000 which can be carried forward to offset future taxable income.

The NOL carryforwards will expire in 5 years, if unutilized.

The Company’s subsidiaries

operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of 24 %

Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 16.5 %

on their assessable income for the tax year.

For the years ended December 31, 2024, and 2023, the

subsidiaries in Malaysia incurred the aggregate of a net operating loss (NOL) of $ 16,000 and $ 47,000 , respectively.

As of December 31, 2024, the operations in Malaysia

had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,148,000 which can be carried forward indefinitely to

offset taxable income in the future.

The Company’s subsidiaries operating in Labuan

is subject to the Labuan Corporate Tax Laws at a progressive income tax rate starting from 3 % on their assessable income for the tax year.

For the years ended December 31, 2024, and 2023, the

subsidiaries in Labuan incurred the aggregate of a net operating loss (NOL) of $ 186,000 and $ 342,000 , respectively.

As of December 31, 2024, the operations in Labuan

had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 571,000 which can be carried forward indefinitely to offset

taxable income in the future.

The Company has made a full valuation allowance against

the deferred tax assets on the expected future tax benefits from the Company’s net operating loss carryforwards as the Company believes

it is more likely than not that these deferred tax assets will not be fully realized in the future.

NOTE 15 - RELATED PARTY TRANSACTIONS

OF DUE FROM RELATED PARTIES

Accounts receivable from related parties:

the years ended December 31, 2025, and 2024, the subsidiaries in Hong Kong incurred an aggregate net operating loss (NOL) of $ 525,000

and $ 567,000 , respectively.

of December 31, 2025, the cumulative net operating losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong

were $ 3,747,000 .

The cumulative NOLs can be carried forward indefinitely to offset future taxable income.

Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of 24 %

on their assessable income for the tax year.

the years ended December 31, 2025, and 2024, the subsidiaries in Malaysia incurred an aggregate net operating loss (NOL) of $ 200,000

and $ 16,000 , respectively.

of December 31, 2025, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,348,000

which can be carried forward indefinitely to offset taxable income in the future.

Company’s subsidiaries operating in Labuan are subject to the Labuan Corporate Tax Laws at a progressive income tax rate starting

from 3 % on their assessable income for the tax year.

the years ended December 31, 2025, and 2024, the subsidiaries in Labuan incurred an aggregate net operating loss (NOL) of $ 205,000 and

$ 186,000 , respectively.

of December 31, 2025, the operations in Labuan have incurred the aggregate amount of cumulative net operating losses (NOLs) of

which can be carried forward indefinitely to offset taxable income in the future.

Company has recorded a full valuation allowance against the deferred tax assets on the expected future tax benefits from the Company’s

net operating loss carryforwards as the Company believes it is more likely than not that these deferred tax assets will not be fully

realized in the future.

12 - RELATED PARTY TRANSACTIONS

SCHEDULE OF DUE FROM RELATED PARTIES

Accounts receivable from related party:

December 31, 2025

1 unchanged sentence

Accounts receivable, net

- Related party B (net of allowance of $ 0 and

$ 379,542 as of December 31, 2024, and 2023, respectively)

- Related party K (net of allowance of $ 2 and $ 0 as of December 31, 2024, and 2023, respectively)

Accounts receivable, net

- Related party K (net of allowance of $ 2 as of December 31, 2024)

Accounts receivable, net - related party

Due from related parties:

5 unchanged sentences

- Related party G

- Related party I

Due from related parties

The amounts due from related parties are interest-free, unsecured, and

have no fixed terms of repayment.

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

SCHEDULE OF DUE TO RELATED PARTIES

5 unchanged sentences

- Related party B

- Related party E

- Related party J

- Related party G

- Related party K

Due to related parties

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

OF INCOME FROM OR EXPENSES TO RELATED PARTIES

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

SCHEDULE OF INCOME FROM OR EXPENSES TO RELATED PARTIES

Deferred costs of revenue to related parties:

4 unchanged sentences

- Related party F

Deferred cost of revenue to a related party

Deferred revenue from a related party:

December 31, 2024

December 31, 2023

Deferred revenue from related party

- Related party B

Deferred revenue from related parties

Deferred costs of revenue to related parties

Investments in a related party:

3 unchanged sentences

- Related party B

in a related party

Investments in related party

Income from / expenses to related parties:

7 unchanged sentences

- Related party G

- Related party I

- Related party K

Service revenue from related parties

Digital revenue from related parties

4 unchanged sentences

- Related party A

- Related party B

- Related party F

Cost of service revenue to related parties

Cost of service revenues to related parties

General and administrative expenses to related parties

- Related party A

- Related party B

- Related party D

1 unchanged sentence

- Related party K

General and administrative

expenses to related parties

General and administrative expenses to related parties

Other income from related parties

1 unchanged sentence

- Related party D

Other income from related

Other income from related parties

Interest income from a related party

4 unchanged sentences

Gain on disposal of related party investments

Reversal of impairment of related party investment

Reversal of impairment of a related party investment

- Related party B

3 unchanged sentences

Impairment of related party investments

Loss on disposal of related party investment

Loss on disposal of a related party investment

- Related party B

Loss on disposal of related party investment

Impairment of other receivable from a related party

- Related party H

Impairment of other receivable from a related party

Related party A is under the common control of Mr.

party A is under common control of Mr.

Loke, Che Chan Gilbert, the Company’s CFO, and a major shareholder.

Related party B represents companies where the 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 that we can significantly influence based on our common business relationships.

Related party E represents companies whose CEO is

a consultant to the Company, and who is also a director of Aquarius Protection Fund and a shareholder of the Company.

Related party F represents a family member or members

Related party G is under common control of Mr.

Chong Kuang, the Company’s CEO 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 recorded 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 recorded an impairment of other investments of $ 368,265 .

Related party I, is controlled by a family member

Related party J represents a

non-controlling interest in the Company’s subsidiary that owns its real estate held for sale.

The amount due to related party

J is unsecured, bears no interest, is payable on demand, and is 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 its shares in the subsidiary on April 15, 2024.

Related party K represents shareholders and directors

of the Company.

Due from related party K represents the amounts paid by the Company to third parties on behalf of our shareholders or

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 non-interest bearing and are due on demand.

NOTE 16 - 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;

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

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

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

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.

party F represents a family member of Mr.

Loke or family members of Mr.

party G is under the common control of Mr.

Lee Chong Kuang, the Company’s CEO and a major shareholder.

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 .

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

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, borne no interest and 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.

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.

13 - SEGMENT INFORMATION

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.

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.

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:

Service business – provision of corporate advisory and business solution services

Digital business – provision of digital platform and trading of digital assets

Real estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia

The Company had no inter-segment sales for the years

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 (2023:

two reportable

segments - service business and real estate business).

Service business

The changes in the performance results between 2024

and 2023 by reportable segment / business unit are as follows:

and procurement, manufacturing,

and distribution processes.

Company operates three reportable business segments:

business – provision of corporate advisory and business solution services

business – provision of digital platform and trading of digital assets

estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia

Company had no inter-segment sales for the years 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:

By Categories

the Company has three reportable segments that are based on the following business units:

service business, digital business and real

estate business, respectively.

changes in the performance results between 2025 and 2024 by reportable segment / business unit are as follows:

SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION

2 unchanged sentences

Revenues from related parties

( 1,061,241 )

Cost of revenues

5 unchanged sentences

$ ( 790,042 )

The changes in equity-method investments, total assets,

and capital expenditures for long-lives assets between 2024 and 2023 by reportable segment / business unit are as follows:

( 1,184,358 )

changes in equity-method investments, total assets, and capital expenditures for long-lives assets between 2025 and 2024 by reportable

segment / business unit are as follows:

As of and for the years ended December 31,

2 unchanged sentences

Expenditures for additions to long-lived assets

Digital business

The changes in the performance results between 2024

and 2023 by reportable segment / business unit are as follows:

changes in the performance results between 2025 and 2024 by reportable segment / business unit are as follows:

Year ended December 31,

5 unchanged sentences

$ ( 209,374 )

The changes in equity-method investments, total assets,

and capital expenditures for long-lives assets between 2024 and 2023 by reportable segment / business unit are as follows:

$ ( 184,239 )

changes in equity-method investments, total assets, and capital expenditures for long-lives assets between 2025 and 2024 by reportable

segment / business unit are as follows:

As of and for the years ended December 31,

1 unchanged sentence

Expenditures for additions to long-lived assets

Real estate business

The changes in the performance results between 2024 and 2023 by reportable

segment / business unit are as follows:

estate business

changes in the performance results between 2025 and 2024 by reportable segment / business unit are as follows:

Year ended December 31,

4 unchanged sentences

Income from operations

The changes in equity-method investments, total assets,

and capital expenditures for long-lives assets between 2024 and 2023 by reportable segment / business unit are as follows:

changes in equity-method investments, total assets, and capital expenditures for long-lives assets between 2025 and 2024 by reportable

segment / business unit are as follows:

As of and for the years ended December 31,

1 unchanged sentence

Expenditures for additions to long-lived assets

(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 year ended December 31, 2024 by region is as follows:

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

distribution of revenues and significant expenses for the year ended December 31, 2025, by region is as follows:

For the year ended December 31, 2025

11 unchanged sentences

Other general and administrative expenses

(Loss) income from operations

Loss from operations

$ ( 1,562,866 )

1 unchanged sentence

$ ( 212,110 )

The distribution of investments in equity-method

investees and total assets as of December 31, 2024, and expenditures for long-lived assets for the year ended December 31, 2024, respectively

by region is as follows:

$ ( 2,152,416 )

distribution of investments in equity-method investees and total assets as of December 31, 2025, and expenditures for long-lived assets

for the year ended December 31, 2025, respectively by region is as follows:

As of and for the year ended December 31, 2025

1 unchanged sentence

Expenditures for additions to long-lived assets

The distribution of revenues and significant expenses

for the year ended December 31, 2023, by region is as follows:

distribution of revenues and significant expenses for the year ended December 31, 2024, by region is as follows:

For the year ended December 31, 2024

15 unchanged sentences

$ ( 969,278 )

The distribution

of investments in equity-method investees and total assets as of December 31, 2023, and expenditures for long-lived assets for the year

ended December 31, 2023, respectively by region is as follows :

distribution of investments in equity-method investees and total assets as of December 31, 2024, and expenditures for long-lived assets

for the year ended December 31, 2024, respectively by region is as follows:

As of and for the year ended December 31, 2024

1 unchanged sentence

Expenditures for additions to long-lived assets

14 - SUBSEQUENT EVENTS

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”).

Upon closing of the transactions contemplated by the Share Exchange Agreement, the Company will acquire from the

Forekast Shareholders a number of Forekast ordinary shares sufficient to result in the Company owning approximately 13.6 % of Forekast’s

outstanding equity interests on a fully diluted basis as of the closing date.

In exchange, the Company will issue an aggregate of 8,500,000

shares of its common stock (the “Exchange Shares”) to the Forekast Shareholders.

Share Exchange Agreement includes customary representations, warranties, covenants, closing conditions and termination provisions, including

an outside date of March 31, 2026, subject to the terms of the Share Exchange Agreement.

foregoing description does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement attached

as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures