| LOANS AND BORROWINGS |
| | |
As
of December 31, 2025 | | |
As
of December 31, 2024 | |
| | |
USD | | |
USD | |
| Current | |
| | |
| |
| Guaranteed bank loan | |
| 348,957 | | |
| 364,457 | |
| Financial institution loan | |
| 602,897 | | |
| 441,079 | |
| Recourse liability | |
| 4,423,508 | | |
| 2,397,078 | |
| | |
| 5,375,362 | | |
| 3,202,614 | |
| Lease liabilities | |
| 429,634 | | |
| 226,707 | |
| | |
| 5,804,996 | | |
| 3,429,321 | |
| | |
| | | |
| | |
| Non-current | |
| | | |
| | |
| Guaranteed bank loan | |
| 562,260 | | |
| 144,365 | |
| Financial institution loan | |
| 65,266 | | |
| - | |
| Warrant liabilities | |
| 1,213,340 | | |
| 46,518 | |
| Lease liabilities | |
| 1,099,767 | | |
| 985,879 | |
| | |
| 2,940,633 | | |
| 1,176,762 | |
| Total
loans and borrowings | |
| 8,745,630 | | |
| 4,606,083 | |
| | i) | Terms and debt repayment schedule |
| | | Currency | | Principal amount | | | Year of origination | | Nominal interest rate % per annum | | | Year of maturity | | 2025 | | | 2024 | | | 2025 | | | | | | | | | | | | | | USD | | | USD | | | Guaranteed bank loan | | SGD | | | 400,000.00 | | | 2020 | | | 2.75 | % | | 2025 | | | - | | | | 51,960 | | | Guaranteed bank loan | | SGD | | | 1,200,000.00 | | | 2020 | | | 2.50 | % | | 2025 | | | - | | | | 108,703 | | | Guaranteed bank loan | | SGD | | | 300,000.00 | | | 2020 | | | 3.75 | % | | 2025 | | | - | | | | 15,980 | | | Guaranteed bank loan | | SGD | | | 300,000.00 | | | 2023 | | | 7.75 | % | | 2026 | | | 35,912 | | | | 110,848 | | | Guaranteed bank loan | | SGD | | | 300,000.00 | | | 2023 | | | 8.80 | % | | 2026 | | | 50,376 | | | | 123,515 | | | Financial institution loan | | SGD | | | 162,500.00 | | | 2025 | | | 21.00 | % | | 2026 | | | 22,641 | | | | - | | | Financial institution loan | | SGD | | | 100,000.00 | | | 2025 | | | 59.23 | % | | 2026 | | | 53,801 | | | | - | | | Financial institution loan | | SGD | | | 150,000.00 | | | 2025 | | | 36.00 | % | | 2026 | | | 21,890 | | | | - | | | Financial institution loan | | SGD | | | 200,000.00 | | | 2025 | | | 36.00 | % | | 2026 | | | 77,875 | | | | - | | | Financial institution loan | | SGD | | | 200,000.00 | | | 2025 | | | 24.06 | % | | 2026 | | | 131,875 | | | | - | | | Guaranteed bank loan | | SGD | | | 400,000.00 | | | 2026 | | | 8.19 | % | | 2030 | | | 311,502 | | | | - | | | Guaranteed bank loan | | SGD | | | 50,000.00 | | | 2023 | | | 8.25 | % | | 2028 | | | 20,832 | | | | 26,714 | | | Guaranteed bank loan | | SGD | | | 100,000.00 | | | 2023 | | | 8.28 | % | | 2028 | | | 40,389 | | | | 52,305 | | | Guaranteed bank loan | | SGD | | | 50,000.00 | | | 2023 | | | 10.38 | % | | 2026 | | | 6,173 | | | | 18,797 | | | Financial institution loan | | SGD | | | 150,000.00 | | | 2025 | | | 10.50 | % | | 2026 | | | 20,901 | | | | - | | | Guaranteed bank loan | | SGD | | | 1,000,000.00 | | | 2022 | | | 5.25 | % | | 2027 | | | 321,121 | | | | - | | | Financial institution loan | | SGD | | | 150,000.00 | | | 2025 | | | 8.25 | % | | 2027 | | | 196,299 | | | | - | | | Financial institution loan | | SGD | | | 80,000.00 | | | 2025 | | | 20.80 | % | | 2026 | | | 32,499 | | | | - | | | Financial institution loan | | SGD | | | 150,000.00 | | | 2025 | | | 14.36 | % | | 2027 | | | 110,381 | | | | - | | | Guaranteed bank loan | | SGD | | | 70,000.00 | | | 2021 | | | 2.50 | % | | 2026 | | | 2,863 | | | | - | | | Guaranteed bank loan | | SGD | | | 300,000.00 | | | 2021 | | | 2.70 | % | | 2034 | | | 122,050 | | | | - | | | Financial institution loan | | SGD | | | 400,000 | | | 2024 | | | 10.80 | % | | 2025 | | | - | | | | 294,053 | | | Financial institution loan | | SGD | | | 200,000 | | | 2024 | | | 10.80 | % | | 2025 | | | - | | | | 147,026 | | | Recourse liability | | SGD | | | N/A | | | N/A | | | 7.0%-7.7 | % | | N/A | | | 4,423,508 | | | | 2,397,078 | | | Lease liabilities | | Multiple | | | N/A | | | 2019-2025 | | | 2.99% to 10.8 | % | | 2025-2031 | | | 1,529,401 | | | | 1,212,586 | | | | | | | | | | | | | | | | | | | | 7,532,290 | | | | 4,559,565 | |
The
guaranteed bank loans are guaranteed by Mr. Fu Xiaowei and Ms. Zhang Fan, the CEO of the Group and his spouse.
The
weighted average effective interest rates per annum for our guaranteed bank loans and financial institution loans were 11.09% and 6.11%
as of December 31, 2025 and 2024, respectively.
Subsequently
to the date of issuance of the consolidated financial statements, all the guaranteed bank loans and financial institution loans were
repaid upon maturity without default.
Subsequent
to December 31, 2025, certain of the Group’s Singapore subsidiaries obtained additional short-term loans from financial institutions,
with the proceeds designated exclusively for growth and marketing expenses. Specifically, on February 4, 2026, YY Circle (SG) Pte. Ltd.
obtained a short-term loan of S$120,000 (US$93,451) bearing interest at 37.12% per annum with a repayment period of six months (March
4, 2026 to August 4, 2026). On February 12, 2026, Hong Ye Group Pte. Ltd. obtained a short-term loan of S$250,000 (US$194,689) bearing
interest at 38.00% per annum with a repayment period of 24 weeks (March 7, 2026 to August 6, 2026), YY Circle (SG) Pte. Ltd. obtained
a short-term loan of S$165,000 (US$128,495) bearing interest at 38.00% per annum with a repayment period of 24 weeks (March 7, 2026 to
August 6, 2026), and Property Facility Services Pte. Ltd. obtained a short-term loan of S$55,000 (US$42,832) bearing interest at 38.00%
per annum with a repayment period of 18 weeks (March 7, 2026 to August 6, 2026). On February 16, 2026, Hong Ye Group Pte. Ltd. obtained
an additional short-term loan of S$150,000 (US$116,813) bearing interest at 24.00% per annum with a repayment period of one year (February
15, 2026 to February 15, 2027), and YY Circle (SG) Pte. Ltd. obtained an additional short-term loan of S$100,000 (US$77,786) bearing
interest at 24.00% per annum with a repayment period of one year (February 15, 2026 to February 15, 2027). | | ii) | Reconciliation of movements of liabilities and equity to cash flows arising from financing activities |
| | |
Bank
loan and financial institution | | |
Lease
liabilities | | |
Treasury
shares reserve | | |
Share
capital | | |
Total | |
| | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | |
| Balance
at January 1, 2024 | |
| 1,240,523 | | |
| 84,322 | | |
| - | | |
| 3,564,150 | | |
| 4,888,995 | |
| Proceeds
from loans and borrowings | |
| 448,442 | | |
| - | | |
| - | | |
| - | | |
| 448,442 | |
| Shares repurchase-Payment | |
| - | | |
| - | | |
| (1,012,458 | ) | |
| - | | |
| (1,012,458 | ) |
| Payment
of bank loans and borrowings | |
| (707,046 | ) | |
| - | | |
| - | | |
| - | | |
| (707,046 | ) |
| Payment
of lease liabilities | |
| - | | |
| (269,292 | ) | |
| - | | |
| - | | |
| (269,292 | ) |
Net
proceeds from issue of Class A ordinary shares | |
| - | | |
| - | | |
| - | | |
| 3,922,650 | | |
| 3,922,650 | |
| Total
changes from financing cash flows | |
| (258,604 | ) | |
| (269,292 | ) | |
| (1,012,458 | ) | |
| 3,922,650 | | |
| 2,382,296 | |
| Effect
of changes in foreign exchange rates | |
| (82,983 | ) | |
| (43,664 | ) | |
| - | | |
| (81,999 | ) | |
| (208,646 | ) |
| Other
changes | |
| | | |
| | | |
| | | |
| | | |
| | |
| Liability-related | |
| | | |
| | | |
| | | |
| | | |
| | |
| Recognition
of lease liabilities | |
| - | | |
| 1,373,518 | | |
| - | | |
| - | | |
| 1,373,518 | |
| Issuance
of warrants to underwriter | |
| - | | |
| - | | |
| - | | |
| (84,882 | ) | |
| (84,882 | ) |
| Interest
expense | |
| 50,965 | | |
| 67,702 | | |
| - | | |
| - | | |
| 118,667 | |
| Total
liability-related other changes | |
| 50,965 | | |
| 1,441,220 | | |
| - | | |
| (84,882 | ) | |
| 1,407,303 | |
| Payment
of offering cost- Offset with prepayment | |
| - | | |
| - | | |
| - | | |
| (2,039,513 | ) | |
| (2,039,513 | ) |
| Shares
repurchase-Offset with receivables | |
| - | | |
| - | | |
| (285,792 | ) | |
| - | | |
| (285,792 | ) |
| Total
equity-related other changes | |
| - | | |
| - | | |
| (285,792 | ) | |
| (2,039,513 | ) | |
| (2,325,305 | ) |
| Balance
at December 31, 2024 | |
| 949,901 | | |
| 1,212,586 | | |
| (1,298,250 | ) | |
| 5,280,406 | | |
| 6,144,643 | |
| Proceeds
from loans and borrowings | |
| 870,883 | | |
| - | | |
| - | | |
| - | | |
| 870,883 | |
| Payment
of bank loans and borrowings | |
| (1,169,783 | ) | |
| - | | |
| - | | |
| - | | |
| (1,169,783 | ) |
| Payment
of lease liabilities | |
| - | | |
| (522,525 | ) | |
| - | | |
| - | | |
| (522,525 | ) |
| Transfer
from treasury shares | |
| - | | |
| - | | |
| 39,355 | | |
| 13,424 | | |
| 52,779 | |
| Acquisition of subsidiary | |
| - | | |
| - | | |
| 6,560 | | |
| 13,387,819 | | |
| 13,394,379 | |
| Acquisition
of an asset | |
| - | | |
| - | | |
| - | | |
| 5,760,000 | | |
| 5,760,000 | |
| Acquisition
through business combinations | |
| 558,551 | | |
| - | | |
| - | | |
| - | | |
| 558,551 | |
| Issue
of ordinary shares and warrants | |
| - | | |
| - | | |
| - | | |
| 384,188 | | |
| 384,188 | |
| Total
changes from financing cash flows | |
| 1,209,552 | | |
| 690,061 | | |
| (1,252,335 | ) | |
| 24,825,837 | | |
| 25,473,115 | |
| Effect
of changes in foreign exchange rates | |
| 56,609 | | |
| 76,020 | | |
| | | |
| | | |
| 132,629 | |
| Other
changes | |
| | | |
| | | |
| | | |
| | | |
| | |
| Liability-related | |
| | | |
| | | |
| | | |
| | | |
| | |
| Recognition
of lease liabilities | |
| - | | |
| 626,038 | | |
| - | | |
| - | | |
| 626,038 | |
| Interest
expense | |
| 313,219 | | |
| 137,282 | | |
| - | | |
| - | | |
| 450,501 | |
| Total
liability-related other changes | |
| 313,219 | | |
| 763,320 | | |
| - | | |
| - | | |
| 1,076,539 | |
| Balance
at December 31, 2025 | |
| 1,579,380 | | |
| 1,529,401 | | |
| (1,252,335 | ) | |
| 24,825,837 | | |
| 26,682,283 | |
| |
iii) |
Financial
risk management |
Information
about the exposure of loans and borrowings to relevant financial risks (interest rate and liquidity risk) is disclosed in Note 24.
On April 24, 2024, the Company issued
a warrant to the underwriter, US Tiger Securities Inc., granting the right to purchase 1,125 (56,250 prior to 50-for-1 reverse share split)
of the Company’s Class A Ordinary Shares (the “2024 Warrant liabilities”). This 2024 Warrant will expire on April 22,
2027 and have an exercise price of $240 ($4.8 prior to 50-for-1 reverse share split). US Tiger Securities Inc. can elect to have cashless
exercise of this warrant.
On September 10, 2025, the Company entered
into a Securities Purchase Agreement with a group of institutional investors for the issuance of up to 190,477 (9,523,812 prior to
50-for-1 reverse share split) Class A Ordinary Shares together with Warrants to purchase up to 285,715 (14,285,718 prior to
50-for-1 reverse share split) Class A Ordinary Shares (the “2025 Warrant liabilities”). The combined purchase price was
US$ 21 (US$0.42 prior to 50-for-1 reverse share split) per Share together with 1.5 warrants, with each warrant exercisable
at US$25 (US$0.50 prior to 50-for-1 reverse share split) per Share for a term of 3.5 years. The warrants are not listed
or traded on any exchange. The offering was conducted through FT Global Capital, Inc. as placement agent, with a placement fee of 7.5%
of the gross proceeds. The transaction generated gross proceeds of US$4,000,001 and net proceeds of approximately US$3,415,001, after
deducting placement agent commissions but before deducting other offering expenses. The offering was closed on September 11, 2025.
| | |
USD | |
| Initial recognition of warrants
liability | |
| 84,881 | |
| Fair value adjustment
of warrant liability | |
| (38,363 | ) |
| Carrying amount of warrant
liability at December 31, 2024 | |
| 46,518 | |
| Fair value at issuance date | |
| 3,550,000 | |
| Fair value change of warrant
liabilities | |
| (2,383,178 | ) |
| Carrying
amount of warrant liabilities at December 31, 2025 | |
| 1,213,340 | |
|