GRNQ 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider the risks described below and elsewhere in this Annual Report, which could materially and adversely affect our business, results of operations or financial condition. Our business faces significant risks, and the risks described below may not be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition. If any of these risks occur, the trading price of our Common Stock could decline decline, and you may lose all or part of your investment.

Risks Related to theNatural COVID-19 PandemicDisasters and OtherPublic NaturalHealth DisastersCrises

As of and for the year ended December 31, 2024,2025, we recorded a net loss of $725,827,$2,982,333, an accumulated deficit of $37,264,379$40,246,712 and a negative negative cash flow of $1,360,454$1,790,250 in operating activities. We expect we may incur operating losses and negative operating cash flows for the near future, and we may not achieve profitability. We also expect we may experience negative cash flow for the near future due to operating losses and capital expenditure. As a result, we will need to generate significant revenues to achieve and maintain profitability. We may not be able to generate sufficient revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact on the value of our business.

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 that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory tofor the Company. Even if the Company can obtain additional financing, if necessary, 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.

● crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile;

● regulatory changes or scrutiny that impact on our ability to offer certain products or services;

We intend to incorporate open-source software intoonto our platform. Although we monitor our use of open source closely, the terms of many open-source open-source licenses have not been interpreted by U.S. courts or jurisdictions elsewhere, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our services. We could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open-source software incorporated into our products. In either event, we may be required to seek licenses from third parties to continue our services in the event re-engineering cannot be accomplished on a timely or successful basis, any of which could adversely affect our business, operating results, and financial condition.

We also intend to incorporate certain third-party technologies, including software programs, into our website and may need to utilize additional additional third-party technologies in the future. However, licenses to relevant third-party technology may not continue to be available to us on commercially reasonable terms, or at all. Therefore, we could face delays in the release of our platform until equivalent technology is identified, licensed, or developed, and integrated into our current products. These delays if they occur could materially adversely affect our business, operating results, and financial condition. Any disruption in our access to software programs or third-party technologies could result in significant delays in the release of our platform and could require substantial effort to locate or develop a replacement program. If we decide in the future to incorporate into our products any other software program licensed from a third party, and the use of such software program is necessary for the proper operation of our appliances, then our loss of any such license would similarly adversely affect our ability to release our products in a timely fashion.

A huge portion of our business operations is conducted through the use ofusing our computer network. Although we intend to implement security systems and procedures to protect the confidential information stored on these computer systems, experienced computer programmers and hackers may be able to penetrate our network security and misappropriate our confidential information or that of third parties. As well, they may be able to create system disruptions, shutdowns, or effect denial of service attacks. Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our networks or client computers, or otherwise exploit any security vulnerabilities, or misappropriate and distribute confidential information stored on these computer systems. Any of the foregoing thingsfactors could result in damage to our reputation and customer confidence in the security of our products and services and could require us to incur significant costs to eliminate or alleviate the problem. Additionally, our ability to transact business businesses may be adversely affected. Such damage,damages, expenditures and business interruption could seriously impact on our business, financial condition, condition, and results of operations.

Adverse development in our existing areas of operation could adversely impact our results of operations, cash flowsflows, and financial condition.

Our operations focus on utilizing the sales efforts which are principally located in Southeast Asia and East Asia. As a result, the results of our operations, cash flowsflows, and financial condition depend upon the demand for our services in these regions. Lack of broad diversification in industry type and geographic location, adverse development in our current segment of the midstream industry, or in our existing areas of operation, could have a greater impact on the results of operations, cash flows and financial condition than if our operations were more diversified.

In recent years, there have been political instabilities in the Malaysian government which may reduce investors’ confidence, result in a reduction in foreign direct investment and weigh on consumer and business sentiment, depressing growth. In addition, the Malaysian economy is reliant on external demand. Any possible worsening global demand is likely to hinder export developmentdevelopment, and any economic weakness may lead to market intervention, and the government may impose capital controls. Under these circumstances, our business operations may be adversely affected.

Our auditor, JPSFAI Centurion & PartnersMalaysia PLT (“CenturionSFAI”), is headquartered in Kuala Lumpur,Selangor, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards. We are not aware of any reasons to believe or conclude that CenturionSFAI would not permit an inspection by PCAOB or may not be subject to such an inspection. CenturionSFAI is outside the jurisdiction of Hong Kong and China and has assured us that if requested, they shall cooperate and deliver the work papers of our Chinese subsidiaries to the PCAOB for inspection. We cannot assure you that the jurisdiction in which our current auditor is located will not implement rules forbidding our auditor to be subject to PCAOB inspection. If such rules were to be implemented, we may have to incur substantial costs and time to appoint a new auditor to re-audit re-audit our financials. This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or at commercially reasonable times.

The PRC regulatory and enforcement regime regarding privacy and data security is evolving. The PRC Cyber Security Law, which was promulgated on November 7, 2016 and became effective on June 1, 2017, and was amended on October 28, 2025, provides that personal information and important data data collected and generated by operators of critical information infrastructure in the course of their operations within the territory territory of the PRC should be stored within the territory of the PRC, and the law imposes heightened regulation and additional security security obligations on operators of critical information infrastructure. According to the Cyber Security Review Measures promulgated by the Cyberspace Administration of China and certain other PRC regulatory authorities in December 2021, which became effective in February 2022, operators of critical information infrastructure must pass a cyber-security review when purchasing network products and services which do or may affect national security. If they provide or are deemed to provide such network products and services to critical information infrastructure operators, or they are deemed to be critical information infrastructure operators, they would be required to follow cyber security review procedures. There can be no assurance that they would be able to complete the applicable cyber security review procedures in a timely manner, or at all, if they are required to follow such procedures. Any failure or delay in the completion of the cyber security review procedures may prevent them from using or providing certain network products and services, and may result in fines of up to ten times the purchase price of such network products and services being imposed upon us, if they are to be deemed a critical information infrastructure operator using network products or services without having completed the required cyber security review procedures. The PRC government is increasingly focused on data security, recently launching a cyber security review against several mobile apps operated by several US-listed Chinese companies and prohibiting these apps from registering new users during the review period.

On August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Security Law, which came into force on of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal information.

Our auditor, JPSFAI Centurion & PartnersMalaysia PLT (“CenturionSFAI”), is headquartered in Kuala Lumpur, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards. We are not aware of any reasons to believe or conclude that CenturionSFAI would not permit an inspection by PCAOB or may not be subject to such an inspection. CenturionSFAI is outside the jurisdiction of Hong Kong and China and has assured us that if requested, they shall cooperate and deliver the work papers of our Chinese subsidiaries to the PCAOB for inspection. We cannot assure you that the jurisdiction in which our current auditor is located will not implement rules forbidding our auditor to be subject to PCAOB inspection. If such rules were to be implemented, we may have to incur substantial costs and time to appoint a new auditor to re-audit our financials. This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or at commercially reasonable reasonable times.

Although the direct impact of the current international trade tension and any escalation of such tension on the industries in which we operate is uncertain, the negative impact on general, economic, political and social conditions may adversely impact on our business, financial condition and results of operations.

We are subject to certain legal and operational risks associated with being based in China. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result, these risks may result in material changes in the operations of our China subsidiaries, significant depreciation of the value of our shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those related to variable interest entities, data security, and anti-monopoly concerns. As to the date of this report, we and our subsidiaries have not been involved in any investigations into cybersecurity review initiated by any PRC regulatory authority, nor hashave any of them received any inquiry, notice or sanction.

The Measures for Cybersecurity Review (2021 version) was newly adopted, substantial uncertainties exist with respect to the interpretation and implementation regarding regarding such laws and regulations. Furthermore, if we are required by the Trial Measures to complete the filing procedures with the CSRC in connection with our listing, we cannot assure you that we will be able to complete such filings in a timely manner, or at all, in the future. Any failure by us to comply with such filing procedures could impact on our operations materially and adversely and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly significantly decline or be worthless.

On April 2, 2022, the CSRC solicited opinions from the public on the revision of the “Regulations on Strengthening the Confidentiality and Archive Management of Securities Issuance and Listing Abroad”. On February 24, 2023, the “Regulations on Strengthening the Confidentiality and Archive Management of Securities Issuance and Listing Abroad” (hereinafter referred to as the “Regulations on Overseas Listing Archives”) were announced and came into effect on March 31, 2023. According to Regulations on Overseas Listing Archives, the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof,thereof should establish a sound system of confidentiality and archival work, should not disclose state secrets, or harm the state and public interests. Where a domestic company provides or publicly discloses to the relevant securities companies, securities service institutions, overseas regulatory authorities and other entities and individuals, or provides or publicly discloses through its overseas listing entity, any document or material involving any state secret or any work secret of any governmental agency, it shall report to the competent authority for approval in accordance with the law, and submit to the secrecy administration department for filing. Domestic companies shall not provide accounting records to an overseas accounting firm that has not performed the corresponding procedures. Securities companies and securities service organizations shall comply with the confidentiality and archive management requirements and keep the documents and materials properly. Securities companies and securities service institutions that provide domestic enterprises with relevant securities services for overseas issuance and listing of securities shall keep such archives they compile within the territory of the PRC and shall not transfer such archives to overseas institutions or individuals, by any means, such as carrying, shipping or through any other information technologies, without the approval of the relevant competent authorities. If the archives or duplicates of such archives are of important value to the state and society and need to be taken abroad, approval shall be obtained in accordance with relevant provisions.

The Trial Measures and Regulations on Overseas Listing Archives subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all. Any failure by us to fully comply with new regulatory requirements, including but limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Common Stock to significantly decline in value or become worthless.

In addition, the securities markets have from time to timetime-to-time experienced significant price and volume fluctuations that are not related to the operating performance of certain companies. These market fluctuations may also materially and adversely affect the market price of the shares.

In the event that our shares trade under $5.00 per share, they will be considered penny stock. Trading in penny stocks has many restrictions, and these restrictions could severely affect the price and liquidity of our shares.

Currently, Mr. Lee, Chong Kuang, our CEO.CEO and his spouse own approximately 25%22% of our outstanding shares of Common Stock, and Mr. Loke, Che Chan Gilbert, our CFO, and his sons in aggregate own approximately 19%16% of our outstanding shares of Common Stock, collectively 44%.38%. As a result, Messrs. Lee and Loke are collectively able to exercise significant influence over all matters that require us to obtain shareholder approval, including the election of directors to our board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our company or its assets. This concentration of ownership in our shares by executive officers will limit the other shareholders’ shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

Greenpro Capital Corp. (the “Company” or “Greenpro”), was incorporated in the State of Nevada on July 19, 2013. We provide cross-border business solutions and accounting outsourcing services to small and medium-sized businesses located in Asia, with an initial focus on Hong Kong, China and Malaysia. Greenpro provides a range of services as a package solution (the “Package Solution”) to our clients, and we believe that our clients can reduce their business costs and improve their revenues.

In addition to our business solution services, we also operate a venture capital business through Greenpro Venture Capital Limited, an Anguilla corporation. One of our venture capital business segments focuses on (1) establishing a business incubator for start-up and high-growth companies to support such companies during critical growth periods, which will include education and support services, and (2) searching the for investment opportunities in selected start-up and high-growth companies, which may generate significant returns to the Company. Our venture capital business focuses on companies located in Southeast Asia and East Asia, including Hong Kong, China, Malaysia, Thailand, and Singapore. Another venture capital business segment focuses on rental activities of commercial properties and the sale of investment properties.

Green-X is a platform operator licensed under the LFSSA whereby security token issuers (“Issuers”) offer their security tokens for for subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X DAX”) platform. ISRA International Consulting Sdn. Bhd. (“ISRA Consulting/” or “Shariah Adviser of the platform”) is responsible for advising on and ensuring end-to-end Shariah compliance for the Green-X DAX platform’s operations.

ISRA Consulting issued a Shariah pronouncement for the Green-X DAX platform (the “Pronouncement”) on June 22, 2023. The Pronouncement was valid for one (1) renewable year from the signing date it was born.date. Following the expiration of the Pronouncement, ISRA Consulting conducted a Shariah review exercise in preparation for its renewal. The Shariah review followed a specific methodology and serves as the basis for the renewal decision. Pursuant to the Shariah review, the Green-X DAX platform’s operations and related documents complied with the principles of Shariah, theShariah. The Pronouncement was renewed on September 20, 2024, and is subject to further renewal from September 20, 2025, for one (1) year. As 2024.of the date of the report, the renewal process is still in progress.

An increaseThe decrease of revenue$1,422,848 was mainly primarily due to thea decrease in service business revenue generatedduring from our digital platform and trading of digital assets of $327,802 during the year ended December 31, 2024.2025. We expect revenue from our newservice business segment to steadilyrecover improveslightly as we are expandingexploring intonew the digital business.markets.

Revenue from the provision of business services was $3,091,903$1,843,968 and $3,379,596$3,091,903 for the years ended December 31, 2024,2025, and 2023,2024, respectively. It was derived principally from the provision of business consulting and advisory servicesservices, as well as company secretarial, accounting, and financial analysis services. We expectexperienced a decrease in service business revenue fromas ourfewer businesscorporate advisory services segmentincluding toboth recoverylisting slightlyand asnon-listing weservices were arerendered exploring newduring markets.2025.

Revenue from the digital platformsplatform and trading digital assets was $327,802$168,240 and $0$327,802 for the years ended December 31, 2024,2025, and 2023,2024, respectively. It was was derived from the sale of our digital assets, GX Token, of $752 and provision of platform serviceservices and trading of $195,881other digital assets of $167,488 for the year ended December 31, 2025, and the tradingsale of GX Token of $131,921 and provision of platform services and trading of other digital assets of $131,921,$195,881 respectively,for the year ended December 31, 2024, respectively. We experienced a decrease in digital revenue as a drop in income from both the sales of GX Token and the platform services during 2024.2025.

Revenue from rentals was $76,700$61,349 and $98,068$76,700 for the years ended December 31, 2024,2025, and 2023,2024, respectively. It was derived principally from the leasing properties propertiesin inMalaysia and Hong Kong and Malaysia.Kong. We expect our rental income willto be stable.

There was no revenue generated from the sale of real estate properties for the yearyears ended December 31, 2024,2025, and 2023,2024, respectively.

Total operating costs and expenses were $4,465,683$4,225,973 and $4,980,842$4,465,683 for the years ended December 31, 2024,2025, and 2023,2024, respectively. They consist of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative expenses (“G&A”.) expenses. The Company incurred $3,818,580 and $4,039,243 of G&A expenses for the years ended December 31, 2025, and 2024, respectively.

Loss from operations was $969,278 and $1,503,178 for the years ended December 31, 2024,2025, and 2023,2024 was $2,152,416 and $969,278, respectively. The decreaseincrease in the loss from operations was mainly due to an increase in gross profit from our digital business of $279,307 and a decrease in G&Aour expensesservice business revenue of $370,021 for$1,247,935 theduring year ended December 31, 2024.2025.

Cost of businessService services revenueBusiness Revenue

TheCost cost of revenue forfrom the provision of business services was $355,120$351,491 and $534,965$355,120 for the years ended December 31, 2024,2025, and 2023, 2024, respectively. It primarily consists of employee compensation and related payroll benefits, company formation costscosts, and other professional feesfees, directly attributable to costs related to the services rendered.

Cost of revenue for the provision of digital platform services and trading of digital assets was $48,495$41,509 and $0$48,495 for the years ended December December 31, 2024,2025, and 2023,2024, respectively. It primarily consists of the cost of technical advisory and IT support to blockchain-based services services, directly attributable to the cost of digital platforms and digital assets.

Cost of rental revenue was $22,825$14,393 and $36,613$22,825 for the years ended December 31, 2024,2025, and 2023,2024, respectively. It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid directly by individual tenants. A decrease in the cost of rental revenue was mainly due to 40% of FWIL’sour Hong Kong subsidiary’s real estate properties being distributed to its NCInon-controlling interest in April 2024. As a result, fewer property units were available for leasing and lower costs were incurred.incurred during 2025.

General and administrative (“G&A”) expenses were $4,039,243 $3,818,580 and $4,409,264$4,039,243 for the years ended December 31, 2024,2025, and 2023,2024, respectively. In 2024,2025, our G&A expenses primarily consisted of employees’staff costs of $1,508,563, directors’ salaries and allowancescompensation of $1,492,531,$717,424, advertising and marketing of $116,347, consulting fee of $294,234, IT expenses of $120,101, rent and rates of $113,351, and audit, legal, and other professional fees of $451,553. In 2024, our G&A expenses primarily consisted of staff costs of $1,618,143, directors’ salaries and compensation of $720,658, advertising and marketing of $262,326, consulting fee of $141,512, provision for credit losses of $90,223, rent and rates of $114,208, and audit, legal, and other professional fees of $447,342. In 2023, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,409,361, directors’ salaries and compensation of $702,685, advertising and marketing of $189,536, consulting fee of $163,783, provision for credit losses of $584,919, rent and rates of $114,401, and audit, legal, and other professional fees of $497,919. The decreased G&A expense of $370,021$220,663 was mainly derived from the decrease in staff costs of $109,580 and advertising and marketing of $145,979 and provision for credit losses of $494,696$91,048, offset by the increase of employees’ salaries and allowancesconsulting fee of $83,170$152,722 during the same period from 2023 to 2024.2025. We expect our G&A expenses willto slightly increase as we are developing our digital platform businessesbusiness through our Labuan subsidiary, Green-X Corp.Corp., and the digital banking businesses through another Labuan subsidiary, Global Business Hub Limited, a newly acquired subsidiary in Labuan.Limited.

Net other expenses were $817,676 for the year ended December 31,2025, while net other income was $247,890 and $2,559,706 for the year ended December 31, 2024,2024. In 2025, net other expenses mainly consisted of impairment of property and 2023,equipment respectively.of $813,552 and impairment of real estate held for sale of $96,846, offset by a gain on disposal of investment of $39,800. In 2024, the net other income mainly consisted of other income from a gain on disposal of investments of $324,917, a gain on disposal of real estate held for investment of $21,634 and interest income of $19,161, whileoffset other expenses mainly consisted ofby impairment of other investments of of $87,425 and impairment of goodwill of $82,561. In 2023, other income mainly consisted of a reversal of impairment of the other investment of $6,882,000, a reversal of write-off notes receivable of $600,000 and interest income of $41,401, while other expenses mainly consisted of impairment of other investments of $4,982,000 and impairment of the other receivable of $60,000.

Net Loss Attributable to NoncontrollingNon-controlling InterestsInterest

The Company Company recorded a net loss attributable to noncontrolling interest in the consolidated statements of operations for a non-controlling interest (the “NCI”) of a consolidated subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing of properties in Hong Kong.

The Company Company hashad been a 60% shareholder of FWIL since its inception.

On April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the NCI by the distribution of 40% of FWIL’s real estate properties for consideration of its acquisition and settlement of a loan from the NCI (the “Acquisition”).

After the Acquisition, FWIL becomes the wholly owned subsidiary of the CompanyCompany, and hence no profit or loss was attributable to the NCI thereafter.

Net Income (Loss)

Net loss losswas was$2,982,333 and $725,827 for the yearyears ended December 31, 2025, and 2024, whilerespectively. The increase in net income was $1,049,699 for the year ended December 31, 2023. In 2023, net incomeloss was mainly deriveddue from to a reversaldecreased service business revenue of $1,247,935, impairment of other investmentproperty of $6,882,000equipment of $813,552 and a reversalimpairment of write-offreal estate held notesfor receivablesale of $600,000,$96,846 butduring 2025, while no such reversalsimpairments occurred duringin 2024.

As of of December 31, 2024,2025, one of our subsidiaries,subsidiaries leaseshas an operating lease agreement for one office space in Hong Kong underwith a non-cancellable operatingterm of lease, with a term of two years commencing from March 15, 2023, to March 14, 2025.2025, and a cancellable term of one year from March 15, 2025, to March 14, 2026.

On December December 31, 2024,2025, the future minimum rental paymentpayments under this lease in the aggregate is approximately $20,041$20,001 and is due asin follows:the first quarter 2025:of $20,041.2026.

In June June 2023, one of our subsidiaries in Malaysia purchased a motor vehiclevehicle, and the majority amount of the purchase, $18,957$18,957, was funded by Maybank Islamic under a finance lease agreement with a term of five years commencing from June 3, 2023, to June 2, 2028. As of December 31, 2024, 2025, the future minimum lease payments under this lease in the aggregate are approximately $15,745$12,266 and are due as follows: 2025: $4,609, 2026: $4,609$5,077, 2027: $5,077 and 2027 and thereafter2028: $6,527.$2,112.

During 2024, 2025, related party service revenue principally includes service revenue generated from CelmonzeGreenpro WellnessTrust CorporationLimited (“Celmonze”) of $149,459 and REBLOOD Biotech Corp. (“REBLOODGTL”) of $66,245,$16,137 and SEATech Ventures Corp. (“SEATech”) of $13,132, in aggregate representing approximately 59%50% of the related party service revenue and 7%2% of the service revenue for the year ended December 31, 2024, respectively.2025.

During 2023, 2024, related party service revenue principally includes the service revenue generated from Angkasa-XCelmonze HoldingsWellness Corporation (“Celmonze”) of $149,459 and REBLOOD Biotech Corp. (“Angkasa-X”) of $354,116, catTHIS Holdings Corp. (“catTHISREBLOOD”) of $326,195, Leader Capital Holdings Corp. of $258,250, Simson Wellness Tech. Corp. of $191,218 and Hypercube Inc. of $140,000,$66,245, in aggregate representing approximately 89%59% of the related party service revenue and 38%7% of the service revenue for the year ended December 31, 2023, respectively.2024.

During 2024, 2025, related party cost of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,054, $5,000, Falcon Consulting Limited (“FCL”) of $2,130$2,142, and Loke Yu (“Jimmy”) of $3,750,$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 spousespouse, and Jimmy is Mr. Loke’s brother.

During 2023, 2024, related party cost of service revenue includes cost of revenueservices paid to SEATech Ventures Corp. (“SEATech”)FML of $23,280.$5,054, FCL of $2,130 and Jimmy of $3,750, respectively.

During 2024, 2025, related party general and administrative (“G&A”) expenses includeincluded consulting fees paid to Ms. YapYap, Pei Ling (“Ms. Yap”), spouse of our Chief Executive Officer, Mr. Lee of $14,996, $13,850, Ms. Yap’s wholly owned company, Bright Interlink Sdn. Bhd. (“BISB”), of $13,814$14,057 and Mr. Loke’s company, FCLFML of $40,293,$31,420, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $80,714,$86,178, a Malaysian company jointly owned by Mr. Lee and Mr. Loke.

During 2023, 2024, related party G&A expenses include computerconsulting expenses paid to First Bullion Holdings Inc. (“FBHI”) of $21,780, consulting fees paid to Ms. Yap of $37,799$14,996, BISB of $13,814 and her wholly owned company, BISB,FCL of $15,762,$40,293, and management fees paid to GGCVSB of $44,475 and marketing expenses paid to catTHIS of $3,064.$80,714.

During 2024, 2025, related party other income includes other income generated from Acorn Finance Limited (“Acorn”) of $11,895,$10,773 and Greenpro Trust Limited (“GTL”) of $35,685, and SEATech Ventures Corp. (“SEATech”) of $55.$27,956.

During 2023, the2024, related party other income includes other income generated from Acorn of $8,862,$11,895, GTL of $5,747$35,685, and SEATech Ventures Corp. (“SEATech”) of $33,000.$55.

For the yearyears ended December 31, 2025, and 2024, related party interest income was $5,073.$6,103 and $5,073, respectively.

During 2024, the2025, related-partyrelated party interest income includes interest income generated from GTL of $962$1,616 and GTL’s subsidiary, Greenpro Custodian Service Limited (“GCSL”) of $4,111.$4,487.

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

During 2024,2025, gain on disposal of related party investmentsinvestment includes the gaingenerated from the sale of common stock of AgapeJocom ATPHoldings Corporation (“Agape”) of $307,597 and MU Global Holding LimitedCorp. (“MUGHJocom”) of $17,320, respectively.$39,800.

During 2023,2024, impairmentgain on disposal of related party investments includes impairmentthe gain from investmentthe sale of Millenniumcommon Fine Art Inc.stock of $4,000,000,Agape AtaATP Plus Sdn. Bhd.Corporation (“APSBAgape”) of $307,597 and MU Global Holding Limited (“MUGH”) of $736,000 and First Bullion Holdings Inc. of $246,000, respectively.$17,320.

Impairment ofNet otheraccounts receivablesreceivable from arelated party relatedof party, Greenpro KSP Holding Group Company Limited$41 was $60,000recorded foras the year endedof December 31, 2023.2024.

As of December 31, 2024,2025, amounts due from related parties mainly include amounts due from GGCVSB of $772,311,$815,034, First Bullion Holdings Inc. (“FBHI”) of $90,000 and GTL of $90,207 and FBHI of $90,000,$88,909, while the amounts due to related parties mainly include Mr. Loke’s wholly owned company, Falcon Certified Public Accountants Accountants Limited (“FCPA”), of $22,820 and Mr. Lee of $20,677, respectively.$91,209.

As of December 31, 2023,2024, amounts due from related parties mainly include the amountamounts due from GGCVSB of $723,889,$772,311, FBHI of $90,000 and GTL of $90,207, while amounts due to related related parties mainly include the amount due to the noncontrolling interestsFCPA of $22,820 and our 60%CEO, ownershipMr. subsidiary,Lee Forward Win International Limited of $336,636.$20,677.

AsDeferred costs of revenue to related parties were $6,250 and $18,750 as of December 31, 2024, deferred costs of revenue to related party were $11,2502025, and 7,500 associated with Jimmy and FML,2024, respectively.

As of December 31, 2023,2025, deferred costs of revenue fromto related parties includeswere APSB of $15,800, REBLOOD of $60,000$3,750 and Celmonze$2,500 ofassociated $81,700,with Loke Yu (“Jimmy”) and Falcon Management Limited (“FML”), respectively.

As of December 31, 2024, anddeferred costs 2023,of otherrevenue investments into related parties were $12,073$11,250 and $100,106,7,500 associated with Jimmy and FML, respectively.

As of December 31, 2024, other investments in related partyparties investmentswere $12,073 which mainly include an investment in GTL of $11,981.

ExceptThere as set forth below, there have been no material changes to the risk factors disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the threequarter months ended MarchJune 31,30, 2026. TheFor followingconvenience, additionalthose risk factors relateare primarilyreproduced to our subsidiary, Green-X Corp. (“Green-X”), and its digital-asset exchange operations and reflect material developmentsbelow in thetheir blockchain and digital-asset industry since that filing.entirety.

During the three and six months ended MarchJune 31,30, 2026, and 2025, we operated in three regions: Hong Kong, China and Malaysia. We derived revenues from from the provision of business services, digital platform services and trading of digital assets, and leasing or trading of our commercial properties, respectively.

Comparison of the three months ended MarchJune 31,30, 2026, and 2025

Total revenue was $405,386$302,167 and $352,755$427,092 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. The increasedecreased amount of $52,631 $124,925 was primarily due to ana increasedecrease in digitalbusiness services revenue. We expect revenue from our digitalservice business to steadilyrecover growslightly asin wethe following are developing our digital platform and trading businesses.months.

Revenue from the provision of business services was $310,746$248,609 and $310,853$395,257 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. It It was derived principally from the provision of business consulting and advisory services, as well as company secretarial, accounting, and financial analysis services. ServiceWe experienced a decrease in service business revenue maintained stable as comparedfewer tolisting and non-listing corporate advisory services were rendered during the samethree periodmonths inended 2025.June 30, 2026.

Revenue from the digital platform and trading was $78,459$37,464 and $26,256$17,921 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. It was derived from trading of other digital assets of $78,459 and $26,256$37,464 for the three months ended MarchJune 31,30, 2026,2026. For the same period in 2025, it was derived from trading of other digital assets of $17,169 and 2025,the respectively. sale of our digital assets, GX Token, of $752. We experienced an increase in digital revenue as an increase in the trading volume during 2026.

Revenue from rentals was $16,181$16,094 and $15,646$13,914 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. It was derived from the leasing properties in Malaysia and Hong Kong. We expect our rental income towill bedecline stable.upon the sale of its owned properties by our wholly owned subsidiary, Forward Win International Limited which is principally engaged in the trading and leasing its owned properties in Hong Kong in the early of July 2026.

There was no revenue generated from the sale of real estate properties for the three months ended MarchJune 31,30, 2026, and 2025, respectively.

Total operating costs and expenses were $1,330,269$1,036,590 and $1,041,688$1,028,753 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. They consist of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative (“G&A”) expenses. The Company incurred $1,217,520$922,420 and $948,046$944,949 of G&A expenses for the three months ended MarchJune 31,30, 2026, and 2025, respectively.

Loss from operations for the three months ended MarchJune 31,30, 2026, and 2025 was $924,883$734,423 and $688,933,$601,661, respectively. An increase inincreased loss from operations operations was mainly due to ana increasedecrease in G&Aservice expensesbusiness revenue of $269,474146,648 forduring the three months ended MarchJune 31,30, 2026.

Cost of revenue from the provision of services was $108,775$110,875 and $89,853$80,423 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. It primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees, directly attributable to costs related to the services rendered.

We experienced an increase in other professional fees directly attributable to the provision of services for the three months ended MarchJune 31,30, 2026.

ThereCost wasof no cost incurredrevenue for the provision of digital platform services and trading of digital assets was $0 and $1 for the three months ended MarchJune 30, 31, 2026, and 2025, respectively. It primarily consists of the minting cost for the sale of technical advisory and IT support to blockchain-based services directly attributable to the cost of aour digital platformassets, andGX digital assets.Token.

The cost of rental revenue was $3,974$3,295 and $3,789$3,380 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid directly by individual tenants.

During the three months ended MarchJune 31,30, 2026, and 2025, no real estate property was sold, and hence no cost was incurred.

G&A expenses were $1,217,520$922,420 and $948,046$944,949 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. For the three months ended June March 31,30, 2026, our G&A expenses primarily consisted of staff costs of $328,583,$316,347, directors’ salaries and compensation of $164,177, $166,416,settlement customerof $100,000 to MFAI Inc., compensation of $444,453 due$89,613 to dissatisfactionclient’s withinvestors ouras regionala supportresult of the court’s final ruling in PRC, advertising and marketing expenses of $26,317,$15,867, consulting fees of $25,996, $17,938 , depreciation and amortization of $49,461,$44,066 , IT and computer expenses of $5,882, $8,557, legal service fees of $54,201,$58,767, other professional fees of $40,537,$35,185, and operating lease costs of $27,496.$22,828. For the three months ended MarchJune 31,30, 2025, our G&A expenses primarily consisted of staff costs of $396,158,$368,290, directors’ salaries and compensation of $167,220,$166,595, advertising and marketing expenses of $35,345, $31,239, consulting fees of $17,214,$83,851, depreciation and amortization of $60,018,$59,420, IT and computer expenses of $55,779, legal service fees of $49,121, other professional fees of $47,457 and operating lease costs of $27,866. The decreased G&A expense of $22,529 was mainly derived from the decrease in staff costs of $51,943, advertising and marketing expenses of $15,372, consulting fees of $65,913, depreciation and amortization of $15,354, IT and computer expenses of $52,248, legal service fees of $44,397, other professional fees of $51,113, and operating lease costs of $28,654. The increased G&A expense of $269,474 was mainly derived from the customer compensation of $444,453, offset by the decrease of staff costs of $67,575, depreciation and amortization of $10,557, IT and computer expenses of $46,366$47,222, and other professional fees of $10,576$12,272, offset by MFAI settlement of $100,000 and damage compensation of $89,613 during the same period in 2026. We expect our G&A expenses will slightly increase as we are developing our digital platform business through our Labuan subsidiary, Green-X Corp., and the digital banking businesses through another Labuan subsidiary, Global Business Hub Limited.

Net other income was $13,307$25,040 and $53,867$27,533 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. For the three months ended MarchJune 31,30, 2026, thenet other net income mainly consisted of related party other gainsincome of $13,248$18,003 and interest income of $1,541, offset by fair value loss on digital assets of $1,290.$1,545. For the three months ended MarchJune 31,30, 2025, thenet other net income mainly consisted of gainrelated onparty disposalother income of investment of $39,800, other gains of $18,034 and$12,465, interest income of $2,884,$1,793 offset byand fair value loss gain on digital assets of $6,765.$1,895.

Net loss was $911,576$709,383 and $635,576$574,128 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. The increase in net loss was mainly due to ana increasedecrease in G&Aservice expensesbusiness revenue during the same period in 2026.

Other than as disclosed elsewhere in this Quarterly Report, we are not aware of any trends, uncertainties, demands, commitments or events for the threesix months ended MarchJune 31,30, 2026 that are reasonably likely to have a material adverse effect on our financial condition, changes in in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, one of our subsidiaries, has an operating lease agreement for one office space in Hong Kong with a non-cancellable term of one year from March 15, 2026, to March 14, 2027, and a cancellable term of one year from March 15, 2027, to March 14, 2028.

On MarchJune 31,30, 2026, the future minimum rental payments under this lease in the aggregate are approximately $73,761$54,421 and are due as follows: 2026: $57,970$38,635 and 2027: $15,791,$15,786, respectively.

In June 2023, one of our subsidiaries in Malaysia purchased a motor vehicle, and the majority of the purchase of $18,957 was funded by Maybank Islamic under a finance lease agreement with a term of five years commencing from June 3, 2023, to June 2, 2028. As of MarchJune 31,30, 2026, the future minimum lease payments under this lease in the aggregate are approximately $11,023$9,667 and are due as follows: 2026: $3,817$2,523; 2027: $5,089,$5,045, and 2028: $2,117.$2,099.

For the threesix months ended MarchJune 31,30, 2026, and 2025, related party service revenue totaled $15,108$53,441 and $21,975,$33,353, respectively.

For the threesix months ended MarchJune 31,30, 2026, related party service revenue principally included service revenue generated from HongKong Blossom International Limited (“HK Blossom”) of $25,751 and Greenpro Trust Limited (“GTL”) of $5,751 and Forekast Limited (“Forekast”) of $6,635,$11,544, in aggregate representing approximately approximately 82%70% of the related party service revenue and 4%7% of the service revenue for the threesix months ended MarchJune 31,30, 2026. Our Chief Financial Officer, Loke, Che Chan Gilbert (“Mr. Loke”) is the sole director and shareholder of HK Blossom. Our wholly owned subsidiary, Greenpro Resources Limited (“GRL”) holds approximately 11% interest in GTL and Mr. Loke and our Chief Executive Officer, Lee, Chong Kuang (“Mr. Lee”) is a director and shareholder of GTL.

For the threesix months ended MarchJune 31,30, 2025, related party service revenue principally included service revenue generated from SEATech Ventures Corp. (“SEATech”) of $13,158,$13,130, representing approximately 60%39% of the related party service revenue and 4%2% of the service revenue for the threesix months ended MarchJune 31,30, 2025.

For the threesix months ended MarchJune 31,30, 2026, and 2025, cost of service revenue to related parties was $1,983$2,103 and $8,396,$8,520, respectively.

For the threesix months ended MarchJune 31,30, 2026, related party cost of service revenue represented cost of services paid to Falcon Consulting Limited (“FCL”) of $1,983.$2,103. FCL is wholly owned by the spouse of our Chief Financial Officer, Loke, Che Chan Gilbert (“Mr. Loke”).Loke.

For the threesix months ended MarchJune 31,30, 2025, related party cost of service revenue includedrepresented cost of services paid to Falcon Management Limited (“FML”) of $2,500, FCL of $2,146,$2,270, and Loke Yu (“Jimmy”) of $3,750, respectively. FML is wholly owned by Mr. Loke and Jimmy is Mr. Loke’s brother.