| ORGANIZATION AND DESCRIPTION OF BUSINESS |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Sunrise Real Estate Group, Inc. “SRRE” was incorporated in Texas on October 10, 1996 under the name of Parallax Entertainment, Inc. SRRE together with its subsidiaries and equity investment described below is collectively referred to as “the Company”, “we”, “our” or “us”. The Company is primarily engaged in the provision of property brokerage services, which include property marketing, leasing and management services; and real estate development in the People’s Republic of China (the “PRC”). As of June 30, 2025, the Company has the following major subsidiaries and equity investment. | | | | | | | | | | | | | | | | | % of Ownership | | Relationship | | | | | Date of | | Place of | | held by the | | with the | | | Company Name | | Incorporation | | Incorporation | | Company | | Company | | Principal Activity | Sunrise Real Estate Development Group, Inc. (CY-SRRE) | | April 30, 2004 | | Cayman Islands | | 100% | | Subsidiary | | Investment holding | Lin Ray Yang Enterprise Limited (“LRY”) | | November 13, 2003 | | British Virgin Islands | | 100% | | Subsidiary | | Investment holding | Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”) | | August 20, 2001 | | PRC | | 100% | | Subsidiary | | Property brokerage services | Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”) | | February 5, 2004 | | PRC | | 100% | | Subsidiary | | Property brokerage services | Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”) | | June 25, 2004 | | PRC | | 75% | | Subsidiary | | Property brokerage services | Linyi Shangyang Real Estate Development Company Limited (“LYSY”) | | October 13, 2011 | | PRC | | 34%2 | | Subsidiary | | Real estate development | Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”) | | September 18, 2008 | | PRC | | 100% | | Subsidiary | | Property brokerage services | Shanghai Rui Jian Design Company Limited (“SHRJ”) | | August 15, 2011 | | PRC | | 100% | | Subsidiary | | Property brokerage services | Linyi Rui Lin Construction and Design Company Limited (“LYRL”) | | March 6, 2012 | | PRC | | 100% | | Subsidiary | | Investment holding | Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”) | | December 28, 2009 | | PRC | | 49% | | Equity investment | | Real estate development | Shanghai Da Er Wei Trading Company Limited (“SHDEW”) | | June 6, 2013 | | PRC | | 19.91%3 | | Equity investment | | Import and export trading | Shanghai Hui Tian (“SHHT”) | | July 25, 2014 | | PRC | | 100% | | Subsidiary | | Investment holding | Shanghai Shangyang Tianxi (“SHTX”) | | July 25, 2014 | | PRC | | 19.91% | | Subsidiary | | Investment holding | Huaian Zhanbao Industrial Co., Ltd. (“HAZB”) | | December 6, 2018 | | PRC | | 78.46%4 | | Subsidiary | | Investment holding | Huaian Tianxi Real Estate Development Co., Ltd (“HATX”) | | October, 2018 | | PRC | | 78.46%4 | | Subsidiary | | Investment holding | Shanghai Taobuting Media Co., Ltd. (“TBT”) | | July 1, 2020 | | PRC | | 7.5% | | Subsidiary | | Streaming platform | Shangyang International PTE. LTD. | | August 19,2022 | | SINGAPORE | | 100% | | Subsidiary | | Investment holding | Shanghai Da Er Wei Industry Co., Ltd. (SYIP) | | Oct. 20, 2020 | | PRC | | 19.58% | | Subsidiary | | Investment holding | Shanghai Zhuangyanting Trading Co., Ltd. (SHZYT) | | Sep. 21, 2023 | | PRC | | 19.9% | | Subsidiary | | Investment holding | Shanghai Shifengmei Brand Mgmt. Co., Ltd. (SHSFM) | | Nov. 27, 2023 | | PRC | | 19.9% | | Subsidiary | | Investment holding | Shanghai Aoyue Bio-Tech Co., Ltd. (SHAY) | | Nov. 27, 2023 | | PRC | | 19.9% | | Subsidiary | | Investment holding | Shanghai Maitinghao Trading Co., Ltd. (SHMTH) | | Sep. 21, 2023 | | PRC | | 19.9% | | Subsidiary | | Investment holding | Shanghai Xinshangyang Creative Communication Co., Ltd. (SHXSY) | | Dec. 25, 2024 | | PRC | | 100% | | Subsidiary | | Streaming platform |
| 1. | The Company and a shareholder of LYSY, who holds 46% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase. |
| 2. | In December 2019, SHDEW had an employee stock bonus where its employees received their issued shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%. According to a resolution adopted by the shareholders of SHDEW in October 31,2023, SHDEW will close its operations at the end of 2026. |
| 3. | We established HATX for real estate development in Huai’an through HAZB, of which we have 78.46% ownership. |
The accompanying condensed consolidated balance sheet as of December 31, 2024, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of Sunrise Real Estate as of June 30, 2025 and the results of operations for the six months ended June 30, 2025 and 2024, and the cash flows for the six months ended June 30, 2025 and 2024. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results which may be expected for the entire fiscal year. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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