| ORGANIZATION AND PRINCIPAL ACTIVITIES |
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ORGANIZATION AND PRINCIPAL ACTIVITIES |
YYForce Inc. (formerly known as YY Group
Holding Limited) (the “Company” or the “Group”) is a limited company incorporated and domiciled in British Virgin
Islands and whose shares are publicly traded. On August 31, 2026, the Company changed its corporate name from YY Group Holding Limited
to YYForce Inc. pursuant to a Certificate of Change of Name issued by the Registrar of Corporate Affairs of the British Virgin Islands.
The registered office is located at 60 Paya Lebar Road #05-43 Paya Lebar Square Singapore 409051. In order to better serve the Company’s
clients and accommodate the growing team, the Company has moved to a new office with effective on March 1, 2024. It is located at 60 Paya
Lebar Road #09-13/14/15/16/17 Paya Lebar Square Singapore 409051. The Company is principally a data and technology driven company focused
on developing enterprise intelligent labor matching services and smart cleaning services based in Singapore. Through the Company and its
subsidiaries (collectively referred to as the “Group”), the Group provide enterprise manpower outsourcing and smart cleaning
services in Singapore, Malaysia, Hong Kong, Thailand, Vietnam, the Netherlands, and the United Arab Emirates.
As of June 30, 2026, the Company’s
subsidiaries were as follows:
| Subsidiaries | | Date of
Incorporation | | Jurisdiction of
Formation | | Percentage of
direct/indirect
Economic
Ownership | | Principal
Activities | | YY Circle (SG) Private Limited | | June 13, 2019 | | Singapore | | 100% | | Manpower contracting services | | Hong Ye Group Pte. Ltd. | | December 28, 2010 | | Singapore | | 100% | | Employment agencies and general cleaning services | | YY Circle Sdn. Bhd. | | July 22, 2022 | | Malaysia | | 90% | | Manpower outsourcing with information technology solution, as well as, general cleaning services | | Hong Ye Maintenance (MY) Sdn. Bhd. | | November 8, 2022 | | Malaysia | | 100% | | General cleaning services | | YY Circle (AU) Pty Ltd | | June 14, 2023 | | Australia | | 95% | | Employment placement and recruitment services | | YY Circle (Vietnam) Company Limited | | February 6, 2024 | | Vietnam | | 95% | | Management consulting service and employment service activities | YYCircle Human Resources
Consultancies L.L.C CO. L.L.C | | July 15, 2024 | | UAE | | 95% | | Manpower contracting services | | YY Circle (Korea) Ltd. | | July 29, 2024 | | Korea | | 95% | | Manpower contracting services | | Mediaplus Limited | | July 29, 2024 | | BVI | | 100% | | Information technology consultancy (Except cybersecurity) | | YY Circle UK Ltd | | August 3, 2024 | | UK | | 95% | | Manpower contracting services | | YY Circle (Perth) Pty Ltd | | October 15, 2024 | | Australia | | 95% | | Manpower contracting services | | YY Smart Tech Pte. Ltd. | | December 2, 2024 | | Singapore | | 80% | | Development of software and applications and applications (Except games and cybersecurity) | | YY Circle Netherlands B.V. | | December 18, 2024 | | Netherlands | | 95% | | Manpower contracting services | | YY Circle GmbH | | January 21, 2025 | | Germany | | 95% | | Manpower contracting services | | Mediaplus Venture Group Pte. Ltd. | | August 12, 2024 | | Singapore | | 54% | | Holding company | | Mediaplus Digital Pte. Ltd. | | November 1, 2013 | | Singapore | | 54% | | IT consultancy and development of software and applications. | | Mplus Elite Pte. Ltd. | | May 16, 2015 | | Singapore | | 54% | | Advertising activities and development of software and applications. | | M Synergates Pte. Ltd. | | June 26, 2020 | | Singapore | | 54% | | IT consultancy and hosting services by non-data centres | | Mediaplus Digital Sdn. Bhd. | | November 16, 2021 | | Malaysia | | 54% | | Consultancy services in public relation and communications and wholesales of a variety of goods without any particular specialization and web portals. | | Property Facility Services Pte. Ltd. | | May 9, 2001 | | Singapore | | 100% | | Residential, commercial and industrial real estate management and general cleaning services except household cleaning and outline marketplaces. | | YY Circle (HK) Pte Limited | | October 26, 2022 | | Hong Kong | | 90% | | Manpower contracting services | | YY Circle (Thailand) Company Limited * | | April 5, 2023 | | Thailand | | 49% | | Manpower contracting services | | YY Holding (Thailand) Co. Ltd | | April 4, 2025 | | Thailand | | 99% | | Holding company | | Uniforce Security Services Pte. Ltd. | | May 12, 2017 | | Singapore | | 100% | | Private security activities | | Transocean Oil Pte. Ltd. | | March 18, 2003 | | Singapore | | 53% | | Other holding companies | | 24IFM Pte. Ltd. | | August 18, 2021 | | Singapore | | 100% | | Publishing of software/ applications and IT consultancy | | Pest Fighter Pte. Ltd. | | August 13, 1994 | | Singapore | | 100% | | Pest control services and freight transport byroad | | YYCircle For Hospitality Services L.L.C | | October 15, 2025 | | United Arab Emirates | | 100% | | Hospitality services | | Talent Management Holding Limited | | December 31, 2025 | | Hong Kong | | 100% | | Financial service activities, including investment and Holding Companies, and the activities of trusts, funds and similar financial entities | | YY Group US Inc | | January 7, 2026 | | State of Delaware | | 100% | | Holding company | | YY Circle CA Inc | | January 2, 2026 | | State of California | | 95% | | Manpower outsourcing and IT solutions | | YY Circle NYC Inc | | January 12, 2026 | | State of New York | | 95% | | Manpower outsourcing and IT solutions | | Property Facility Services (Laos) Sole Co., Ltd | | June 11, 2026 | | Laos | | 100% | | Management services for other businesses, repair and maintenance of buildings |
| * | The Group holds a 48.5% equity interest in YY Circle (Thailand) Company Limited through YY Holding (Thailand) Co. Ltd in compliance with local regulations. Notwithstanding this, the Group holds the majority of voting rights and exercises control over the Company, which is therefore accounted for as a subsidiary. | Liquidity and Going Concern
As of June 30, 2026, the Group’s cash balances
amounted to $3,082,570, the current assets were $22,574,038, and the current liabilities were $10,698,455, resulting in a positive working
capital of $11,875,583. For the six months ended June 30, 2026, the Group incurred operating loss and loss for the period of $5,207,263
and $7,062,813, respectively with net operating cash outflows of $10,988,904. As the continuous net losses and significant operating cash
outflow, there is material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.
To sustain its ability to support the Group’s
operating activities, the Group may have to consider supplementing its available sources of funds through the following sources:
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cash generated from its operations; and |
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loans from shareholders and related parties; and |
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other available sources of financing from banks and other financial institutions. |
In assessing liquidity, management continuously
monitors cash balances, operating cash requirements and working capital needs. The Group's principal liquidity requirements consist of
funding operating expenses, supporting working capital and meeting obligations as they become due.
The Group’s condensed consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the
outcome of such uncertainties.
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