| Related Party Transactions |
16.
RELATED PARTY TRANSACTIONS
Related Party Transactions
The
table below sets forth the major related parties that have transactions with the Company for the years ended December 31, 2024 and 2025,
and their relationships with the Company:
| Name
of related parties |
|
Relationship
with the Company |
| KLN
Logistics Group Limited and its subsidiaries (“KLN Group”) |
|
Significant
shareholder of the Company |
| Kashow
Limited |
|
Entity
ultimately controlled by Chiu Ka Ki, Chief Executive Officer and director of the Company |
| Caelus
Global Strategy Fund SPC |
|
Significant
shareholder of the Company |
| Chiu
Ka Ki |
|
Chief
Executive Officer of the Company |
| 5
Leaf Clover Group Limited |
|
Significant
shareholder of the Company |
| Kin
Shun Information Technology Holdings Limited and its subsidiaries |
|
An
entity with Chiu Ka Ki as the director |
| Wealthy
Tracks Holdings Ltd |
|
Significant
shareholder of the Company |
| Caelus
Global Venture 2 Limited |
|
Significant
shareholder of the Company |
| Choy
Yuk Fu |
|
Shareholder of the Company and director
of H2N and TEX |
| Rich
Sky Logistics Ltd |
|
Entity
in which Choy Yuk Fu holds a 25% equity interest |
| Chubbox
Limited |
|
Entity
controlled by Choy Yuk Fu |
| Oceanus
Strategic Limited |
|
Entity
controlled by Chan Carl, controlling shareholder of Caelus Global Venture 2 Limited |
Related
party balances
Amounts
due from related parties, net
Schedule
of Amounts Due from Related Party Net
| | |
| |
As of | |
| | |
| |
December 31,
2024 | | |
December 31,
2025 | |
| | |
| |
US$ | | |
US$ | |
| Name of related parties | |
Nature | |
| | | |
| | |
| KLN Group | |
Receivables from logistics services | |
| - | | |
| 1,758,357 | |
| Rich Sky Logistics Ltd | |
Receivables collected on behalf of the Group | |
| - | | |
| 612,140 | |
| Kashow Limited | |
Interest free loan due on demand | |
| 192,605 | | |
| 341,035 | |
| Rich Sky Logistics Ltd | |
Reimbursable disbursements advanced on behalf of a related party | |
| - | | |
| 287,743 | |
| Caelus Global Strategy Fund SPC | |
Expenses paid on behalf of the related party | |
| - | | |
| 50,959 | |
| KLN Group | |
Expenses paid on behalf of the related party | |
| - | | |
| 28,007 | |
| Chiu Ka Ki | |
Expenses paid on behalf of the related party | |
| - | | |
| 11,365 | |
| Smart Minds Holdings Limited | |
Investment deposit (1) | |
| 617,944 | | |
| - | |
| Others | |
Expenses paid on behalf of the related parties and other receivables | |
| 2,417 | | |
| 112,430 | |
| Less:
provision for credit loss (2) | |
| |
| - | | |
| (8,338 | ) |
| Total | |
| |
| 812,966 | | |
| 3,103,367 | |
| (1) | | On June 14, 2024,
the Company entered into Share Subscription Agreement with Smart Minds, pursuant to which Smart Minds agreed to issue and allot to the
Company, 1,208,342 ordinary shares at a subscription price of US$0.1061 per share. Following the same subscription price of US$0.1061
per share, the Company entered into several Supplemental Share Subscription Agreements with Smart Minds on July 12, October 18 and December
30, 2024, respectively. The investment deposit has been converted to ordinary shares of Smart Minds on General Meeting since November
3, 2025. |
| (2) | | For the years ended
December 31, 2024 and 2025, the Group reversal for credit losses of nil and US$13 on amounts due from related parties. The provision
for credit losses as of December 31, 2025 were consisted of bad debt accrued by Smart Minds Holdings Limited before the Group acquired
Smart Minds Holdings Limited. |
Amounts
due to related parties, current
| | |
| |
As
of | |
| | |
| |
December 31,
2024 | | |
December 31,
2025 | |
| | |
| |
US$ | | |
US$ | |
| Name
of related parties | |
Nature | |
| | | |
| | |
| KLN
Group | |
Accrued
services fee | |
| - | | |
| 419,167 | |
| Caelus
Global Strategy Fund SPC | |
Loans
due on demand | |
| - | | |
| 136,352 | |
| Caelus
Global Venture 2 Limited | |
Accrued
interest of convertible loans | |
| 7,918 | | |
| 16,321 | |
| Oceanus
Strategic Limited | |
Accrued
service fee | |
| 1,230 | | |
| - | |
| Others | |
Expenses
paid on behalf of the Company and accrued expenses | |
| - | | |
| 1,660 | |
| Total | |
| |
| 9,148 | | |
| 573,500 | |
| (1) | The
balance represents the interest accrued but not yet paid on the convertible loans. For more
details, please refer to Note 13. |
Amounts
due to related parties, non-current
| | |
| |
As
of | |
| | |
| |
December 31,
2024 | | |
December 31,
2025 | |
| | |
| |
US$ | | |
US$ | |
| Name
of related parties | |
Nature | |
| | | |
| | |
| KLN
Group | |
Pre-completion
debt (1) | |
| - | | |
| 3,156,581 | |
| Total | |
| |
| - | | |
| 3,156,581 | |
| (1) | The
balance of Pre completion debt liability represented the estimated fair value of outstanding
debts related to the acquisition of TEX and H2N. Refer to Note 3 - Acquisitions for further
information about the Group’s acquisition related transactions. |
Significant
related parties’ transactions
Schedule
of Significant Related Parties Transaction
| | |
For
the years ended December 31, | |
| | |
2024 | | |
2025 | |
| | |
US$ | | |
US$ | |
| Logistics services provided by the Group | |
| | | |
| | |
| KLN Group | |
| - | | |
| 2,142,662 | |
| Others | |
| - | | |
| 5,501 | |
| Total | |
| - | | |
| 2,148,163 | |
| | |
| | | |
| | |
| Logistics technology solution services provided by the Group | |
| | | |
| | |
| KLN Group | |
| - | | |
| 85,459 | |
| | |
| | | |
| | |
| Transportation, warehouse and other services provided by the related parties | |
| | | |
| | |
| KLN Group | |
| - | | |
| 283,693 | |
| Total | |
| - | | |
| 283,693 | |
| | |
| | | |
| | |
| Loans to a related party | |
| | | |
| | |
| Kashow Limited | |
| 191,977 | | |
| 107,112 | |
| | |
| | | |
| | |
| Repayment of loans from a related party | |
| | | |
| | |
| Kashow Limited | |
| - | | |
| 2,283 | |
| | |
| | | |
| | |
| Payment of investment deposit | |
| | | |
| | |
| Smart Minds Holdings Limited | |
| 615,148 | | |
| - | |
|