| SCHEDULE OF AMOUNTS DUE FROM RELATED PARTY NET |
SCHEDULE
OF AMOUNTS DUE FROM RELATED PARTY NET
| | |
| |
As of | |
| | |
| |
December 31, 2025 | | |
June 30, 2026 | |
| | |
| |
US$ | | |
US$ | |
| Name of related parties | |
Nature | |
| | | |
| | |
| KLN Group | |
Receivables from logistics services | |
| 1,758,357 | | |
| 1,320,437 | |
| Rich Sky Logistics Ltd | |
Receivables collected on behalf of the Group | |
| 612,140 | | |
| 589,078 | |
| Rich Sky Logistics Ltd | |
Reimbursable disbursements advanced on behalf of a related party | |
| 287,743 | | |
| 284,700 | |
| Kashow Limited | |
Interest free loan due on demand | |
| 341,035 | | |
| 274,223 | |
| Caelus Global Strategy Fund SPC | |
Expenses paid on behalf of the related party | |
| 50,959 | | |
| 50,959 | |
| KLN Group | |
Expenses paid on behalf of the related party | |
| 28,007 | | |
| 15,556 | |
| Chiu Ka Ki | |
Expenses paid on behalf of the related party | |
| 11,365 | | |
| 11,280 | |
| Others | |
Expenses paid on behalf of the related parties and other receivables | |
| 22,099 | | |
| 24,490 | |
| Less: provision for credit loss (1) | |
| |
| (8,338 | ) | |
| (8,276 | ) |
| Total | |
| |
| 3,103,367 | | |
| 2,562,447 | |
| (1) |
For the six months ended
June 30, 2025 and 2026, the Group did not recognize any reversal of the allowance for credit losses on amounts due from related parties.
The provision for credit losses as of June 30, 2026 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, 2025 | | |
June 30, 2026 | |
| | |
| |
US$ | | |
US$ | |
| Name of related parties | |
Nature | |
| | | |
| | |
| KLN Group | |
Accrued services fee | |
| 419,167 | | |
| 472,766 | |
| KLN Group | |
Loans due on demand | |
| - | | |
| 153,022 | |
| Caelus Global Strategy Fund SPC | |
Loans due on demand | |
| 136,352 | | |
| 136,352 | |
| Choy Yuk Fu | |
Loans due on demand | |
| - | | |
| 102,015 | |
| Caelus Global Venture 2 Limited | |
Accrued interest of convertible loans | |
| 16,321 | | |
| 99,017 | |
| Others | |
Expenses paid on behalf of the Company and accrued expenses | |
| 1,660 | | |
| 55,279 | |
| Total | |
| |
| 573,500 | | |
| 1,018,451 | |
| (1) |
The balance represents
the interest accrued but not yet paid on the convertible loans. For more details, please refer to Note 11. |
Amounts
due to related parties, non-current
| | |
| |
As of | |
| | |
| |
December 31, 2025 | | |
June 30, 2026 | |
| | |
| |
US$ | | |
US$ | |
| Name of related parties | |
Nature | |
| | | |
| | |
| KLN Group | |
Pre-completion debt (1) | |
| 3,195,044 | | |
| 3,323,817 | |
| Total | |
| |
| 3,195,044 | | |
| 3,323,817 | |
| (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 included in the Company’s financial statements for the fiscal year ended December 31, 2025 for further information
about the Group’s acquisition related transactions. |
|
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. |
|
| SCHEDULE OF SIGNIFICANT RELATED PARTIES, NET |
SCHEDULE
OF SIGNIFICANT RELATED PARTIES, NET
| | |
For the six months ended June 30, | |
| | |
2025 | | |
2026 | |
| | |
US$ | | |
US$ | |
| Logistics services provided by the Group | |
| | | |
| | |
| KLN Group | |
| - | | |
| 2,841,789 | |
| Others | |
| - | | |
| 4,330 | |
| Total | |
| - | | |
| 2,846,119 | |
| | |
| | | |
| | |
| Logistics technology solution services provided by the Group | |
| | | |
| | |
| KLN Group | |
| - | | |
| 154,738 | |
| | |
| | | |
| | |
| Transportation, warehouse and other services provided by the related parties | |
| | | |
| | |
| KLN Group | |
| - | | |
| 609,153 | |
| Rich Sky Logistics Ltd | |
| - | | |
| 471,147 | |
| Total | |
| - | | |
| 1,080,300 | |
| | |
| | | |
| | |
| Loans to a related party | |
| | | |
| | |
| Kashow Limited | |
| 79,315 | | |
| 54,957 | |
| | |
| | | |
| | |
| Collection of loans from a related party | |
| | | |
| | |
| Kashow Limited | |
| 26 | | |
| 89,465 | |
| | |
| | | |
| | |
| Loans from related parties | |
| | | |
| | |
| KLN Group | |
| - | | |
| 153,368 | |
| Choy Yuk Fu | |
| - | | |
| 102,245 | |
| Total | |
| - | | |
| 255,613 | |
|
SCHEDULE
OF SIGNIFICANT RELATED PARTIES, NET
| | |
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 | | |
| - | |
|