本文源自：金融界 作者：行情君 财务数据显示，截至2024年12月31日，盟军集团收入总额1007.3万美元，同比增长182.24%；归母净利 润-1341.3万美元，同比减少680.28%。 资料显示，盟军集团于2020年12月4日由"上为集团"更名而来。集团前身"上为集团有限公司"是一家境 外离岸公司。上为(深圳)科技有限公司是上为集团有限公司中国大陆运营总部,该集团是专门从事液晶显 示及网络通讯产品研发与制造的高科技型企业,公司于2010年12月在美国纳斯达克交易所挂牌上市。 8月1日，盟军集团(TROO)盘中上涨3.01%，截至00:45，报0.78美元/股，成交4.8万美元，总市值8429.35 万美元。 ...

Core Viewpoint - TROOPS, Inc. has initiated a stock repurchase plan, demonstrating confidence in its long-term growth prospects and commitment to enhancing shareholder value through the reduction of outstanding shares [1][3]. Group 1: Stock Repurchase Details - On July 22, 2025, TROOPS entered into a Stock Repurchase Agreement to repurchase 4,400,000 shares at a price of US$0.90 per share, totaling US$3,960,000 [2]. - The closing of the Stock Repurchase Agreement occurred on July 24, 2025 [2]. Group 2: Impact on Shareholder Value - The strategic repurchase is expected to enhance shareholder value by potentially increasing earnings per share and strengthening the Company's capital structure [3]. Group 3: Company Overview - TROOPS, Inc. operates as a conglomerate engaged in various businesses, including money lending, property investment, online financial marketplace development, advisory services, and insurance consultancy [4]. - The Company's vision is to create a sustainable ecosystem that generates value for its shareholders [4].

Core Viewpoint - TROOPS, Inc. has announced a strategic acquisition of a 49% equity interest in Y Concept Holding Limited, which operates The Cara Hotel in Malaysia, to diversify its investments in the growing flexible living and working space sector in Asia [1][3]. Group 1: Transaction Details - The acquisition involves Giant Connection Limited acquiring 49% of Jupiter Stone Holding Limited's 62.5% ownership in Y Concept Holding Limited [7]. - The transaction will be settled through convertible notes issued by TROOPS, valued at 80% of the lower of the closing share price on the signing date or the average closing share price over the prior 60 trading days [7]. - The LOI includes a put option for the Vendor to sell the remaining 51% at a later date [7]. Group 2: Strategic Significance - This acquisition aligns with TROOPS' strategy to capitalize on the increasing demand for co-living and co-working spaces in Malaysia [3]. - The Cara Hotel is well-positioned to benefit from the robust growth in this sector [3]. Group 3: Conditions Precedent - The transaction is subject to satisfactory completion of financial and legal due diligence [7]. - Necessary regulatory approvals must be obtained, including from NASDAQ and the U.S. Securities and Exchange Commission (SEC) [7]. - Approval from the boards of directors of both parties is required, along with no material adverse changes in Y Concept Holding Limited's business operations or financial conditions [7].

Core Viewpoint - TROOPS, Inc. is expanding into the flexible workspace sector in Asia through the acquisition of a 49% stake in WORK, Inc., a co-working space operator in Taiwan, with plans for future growth in Hong Kong [1][3]. Group 1: Acquisition Details - The acquisition involves a staged approach, with TROOPS' subsidiary acquiring 49% of WORK, Inc. upfront and a put option for the remaining 51% in the future [6]. - Payment for the acquisition will be made through convertible notes linked to TROOPS' share price, priced at 80% of the lower of the pre-signing closing price or the 60-day average [1][6]. - The Purchaser is obligated to develop a 7,000 square feet co-working space in Hong Kong and a dedicated mobile application as part of the agreement [1][6]. Group 2: Conditions and Obligations - Key conditions for the acquisition include due diligence, regulatory approvals from NASDAQ and SEC, and the absence of material adverse changes [1][6]. - The Letter of Intent (LOI) enforces confidentiality and exclusivity between the parties involved in the transaction [6]. Group 3: Company Overview - TROOPS, Inc. operates as a conglomerate with diverse business interests, including money lending, property investment, financial technology solutions, and consultancy services [4]. - The company's vision is to create a sustainable ecosystem that generates value for its shareholders [4].

Core Viewpoint - TROOPS, Inc. has received a judgment from the High Court of Hong Kong, which imposes significant financial liabilities on the company and its subsidiaries [3][4]. Legal Proceedings - On August 9, 2022, TROOPS, Inc. and its subsidiaries were served with a writ of summons and injunctions that restricted asset disposal [2]. - The High Court's judgment on June 23, 2025, holds the company and its subsidiaries jointly and severally liable for payments totaling HK$163,400,000 and HK$241,400,000 [3]. - The company intends to appeal the judgment and is exploring legal options to rectify the situation [6][7]. Management's Response - Management expressed disappointment with the court's ruling, attributing it to allegations from FTI Consulting regarding a disputed restructuring plan [5]. - The company plans to mobilize shareholders for a class-action lawsuit against FTI Consulting for malicious prosecution [7]. Company Overview - TROOPS, Inc. operates in various sectors, including money lending, property investment, and financial technology solutions [8].

[Forward-Looking Statements](index=6&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines the nature of forward-looking statements and the inherent risks that could cause actual results to differ materially from projections - This annual report contains forward-looking statements based on current expectations and projections, which are subject to known and unknown risks and uncertainties, and these statements are not guarantees of future performance[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk) - Key risks highlighted that could cause actual results to differ from forward-looking statements are categorized as follows[16](index=16&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk) - **Business and Industry Risks:** Include potential fines for non-compliance, data privacy regulations, security breaches, competition in money lending, and reliance on fintech services technology[18](index=18&type=chunk)[19](index=19&type=chunk) - **Jurisdictional Risks:** Pertain to operating in Hong Kong and the PRC, including legal system uncertainties, potential PRC government intervention, and implications of the Holding Foreign Companies Accountable Act (HFCAA)[20](index=20&type=chunk)[21](index=21&type=chunk) - **Share-related Risks:** Include failure to meet NASDAQ listing requirements, stock price volatility, and potential dilution[22](index=22&type=chunk)[23](index=23&type=chunk) Part I [Item 3. Key Information](index=16&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section provides key financial data for the last three fiscal years, highlighting significant growth in revenue and a substantial increase in net loss for 2024, and details a comprehensive list of risk factors related to the company's business, operating jurisdictions, and its publicly traded shares [A. Selected Financial Data](index=16&type=section&id=A.%20Selected%20Financial%20Data) This section presents a summary of the company's consolidated financial performance and position over the past three fiscal years Consolidated Statement of Income Data (In thousands of U.S. dollars) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **REVENUES** | 10,073 | 3,569 | 3,875 | | **GROSS PROFIT** | 1,941 | 776 | 822 | | **OPERATING LOSS** | (5,728) | (1,802) | (536) | | **NET LOSS** | (13,413) | (1,719) | (346) | | **Loss per share (Basic & Diluted)** | (0.13) | (0.02) | (0.01) | Consolidated Balance Sheet Data (In thousands of U.S. dollars) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Total assets** | 79,185 | 70,345 | 69,686 | | **Total liabilities** | 10,936 | 9,766 | 7,482 | | **Total equity** | 68,249 | 60,579 | 62,204 | [D. Risk Factors](index=17&type=section&id=D.%20Risk%20Factors) This section details the various business, jurisdictional, and share-related risks that could materially impact the company's operations and financial results - **Business & Industry Risks:** The company faces risks from regulatory scrutiny in data protection and anti-money laundering, potential cybersecurity breaches, intense competition in the money lending industry, and reliance on the performance of the Hong Kong real estate market[55](index=55&type=chunk)[61](index=61&type=chunk)[74](index=74&type=chunk) - **Jurisdictional Risks (Hong Kong & PRC):** Operations are subject to uncertainties in the Hong Kong and PRC legal systems, the PRC government may intervene in business operations, and changes in PRC regulations on overseas listings could impact the company, while the Holding Foreign Companies Accountable Act (HFCAA) poses a delisting risk if the PCAOB cannot inspect auditors, though the current auditor is not on the non-inspection list[110](index=110&type=chunk)[114](index=114&type=chunk)[98](index=98&type=chunk) - **Share-Related Risks:** The company may fail to meet NASDAQ's continued listing requirements, such as the minimum bid price, the trading price of ordinary shares is likely to be volatile, and as a foreign private issuer, the company is exempt from certain SEC reporting and governance requirements applicable to U.S. domestic companies[169](index=169&type=chunk)[173](index=173&type=chunk)[186](index=186&type=chunk) - **Cash Transfer & Dividend Risks:** As a holding company, TROOPS, Inc. relies on dividends from its subsidiaries in Hong Kong and the PRC, and PRC capital controls and foreign exchange regulations may restrict the ability of PRC subsidiaries to remit funds, potentially affecting the company's ability to pay dividends to its shareholders[37](index=37&type=chunk)[141](index=141&type=chunk)[147](index=147&type=chunk) [Item 4. Information on the Company](index=42&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's history, from its origins as a blank check company to its current status as a diversified conglomerate, outlining its primary business segments: money lending, property investment, and fintech services, recently expanded to include insurance consultancy and advisory services, and also covers regulations, organizational structure, and property holdings [A. History and Development of the Company](index=42&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) This section traces the company's evolution through strategic acquisitions and disposals, highlighting its shift towards a diversified conglomerate structure - The company originated as a blank check company and has evolved through a series of strategic acquisitions and disposals, transitioning its business model over time[201](index=201&type=chunk) - Key historical transactions include the acquisition and subsequent sale of Honesty Group (manufacturing) and SGOCO (Fujian) (LCD/LED products), shifting the company towards a "light-asset" model[211](index=211&type=chunk)[220](index=220&type=chunk)[226](index=226&type=chunk) - The company has built its current conglomerate structure through several key acquisitions: Giant Credit (money lending, 2017), 11 Hau Fook Street and Paris Sky (property investment, 2018), Vision Lane (property and money lending, 2019), GFS and Apiguru (fintech, 2019-2020)[240](index=240&type=chunk)[241](index=241&type=chunk)[245](index=245&type=chunk) - In 2024, the company acquired Riches Holdings for **$13.4 million**, paid via a convertible note, expanding its services into financial and insurance advisory, immigration and education consultation, and property agency services[248](index=248&type=chunk)[249](index=249&type=chunk) [B. Business Overview](index=50&type=section&id=B.%20Business%20overview) This section outlines TROOPS, Inc.'s principal business segments, including money lending, property investment, fintech services, and newly acquired consultancy and advisory services - TROOPS, Inc. is a Hong Kong-based conglomerate with a vision to build synergy within its ecosystem, and its principal business segments are[252](index=252&type=chunk) - **Money Lending:** Provides mortgage, personal, and corporate loans in Hong Kong through subsidiaries Giant Credit Limited and First Asia Finance Limited[253](index=253&type=chunk)[254](index=254&type=chunk) - **Property Investment:** Generates rental income from a portfolio of commercial properties in Hong Kong[255](index=255&type=chunk) - **Applications, Technology & Services:** Operates an online financial marketplace (GFS) and provides API consulting services (Apiguru), leveraging AI, big data, and blockchain[256](index=256&type=chunk)[260](index=260&type=chunk) - **Consultancy & Advisory Services (via Riches acquisition):** Offers consultancy for insurance products and advisory/referral services for overseas education and immigration[262](index=262&type=chunk)[263](index=263&type=chunk) [E. Property, Plant and Equipment](index=54&type=section&id=E.%20Property,%20plant%20and%20equipment) This section provides a breakdown of the carrying value of the company's property, plant, and equipment across its key subsidiaries Carrying Value of Property, Plant and Equipment by Subsidiary (as of Dec 31, 2024) | Subsidiary | Carrying Value (in millions of U.S. dollars) | | :--- | :--- | | Giant Credit | $0.55 | | 11 Hau Fook Street | $2.14 | | Suns Tower | $41.34 | | Vision Lane | $0.88 | [Item 5. Operating and Financial Review and Prospects](index=55&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides management's analysis of the company's financial performance and condition, noting that for fiscal year 2024, revenues increased significantly to **$10.07 million**, driven by new business lines from the Riches Holdings acquisition, however, the net loss also widened substantially to **$13.41 million**, largely due to a non-cash loss on convertible notes and increased operating expenses, with the company's liquidity primarily sourced from operations and financing activities, holding **$5.17 million** in cash at year-end [A. Operating Results](index=55&type=section&id=A.%20Operating%20results) This section analyzes the company's financial performance, detailing revenue drivers, cost structures, and the primary factors contributing to the net loss for the fiscal year Financial Performance Comparison: 2024 vs. 2023 (In thousands of U.S. dollars) | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $10,073 | $3,569 | +182.2% | | **Cost of Revenues** | $8,132 | $2,793 | +191.2% | | **Gross Profit** | $1,941 | $776 | +150.1% | | **General & Admin Expenses** | $3,956 | $2,754 | +43.6% | | **Net Loss** | $13,413 | $1,719 | +680.3% | - The **182.2% increase in revenue in 2024** was primarily driven by the acquisition of Riches Holdings, which contributed **$4.48 million** from consultancy services for insurance products and **$0.36 million** from advisory and referral services[346](index=346&type=chunk) - The significant increase in net loss in 2024 was mainly due to a **$7.69 million non-cash loss** on the change in fair value of convertible notes related to the Riches Holdings acquisition, and a **$3.47 million impairment loss** on loan and interest receivables[354](index=354&type=chunk)[352](index=352&type=chunk)[357](index=357&type=chunk) Revenue by Major Product Line: 2024 vs. 2023 (In thousands of U.S. dollars) | Product Line | 2024 | 2023 | | :--- | :--- | :--- | | Interest on loans | $3,308 | $2,313 | | Property lease and management | $1,780 | $1,069 | | Applications, technology & services | $151 | $187 | | Consultancy services for insurance products | $4,478 | $— | | Advisory and referral services | $356 | $— | | **Total** | **$10,073** | **$3,569** | [B. Liquidity and Capital Resources](index=68&type=section&id=B.%20Liquidity%20and%20capital%20resources) This section assesses the company's cash position, working capital, and cash flow movements from operating, investing, and financing activities - As of December 31, 2024, the company held **$5.17 million** in cash and cash equivalents and had a working capital of **$13.64 million**[373](index=373&type=chunk) Summary of Cash Flows (In thousands of U.S. dollars) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Net cash from (used in) operating activities** | 1,955 | (6,538) | (368) | | **Net cash from (used in) investing activities** | 492 | 4,779 | (156) | | **Net cash from (used in) financing activities** | (384) | 1,923 | — | - Net cash from operating activities was positive in 2024 at **$1.96 million**, a significant improvement from a **$6.54 million** use of cash in 2023, primarily due to large non-cash expenses (like the loss on convertible notes) and a decrease in loan receivables[377](index=377&type=chunk) [F. Tabular Disclosure of Contractual Obligations](index=72&type=section&id=F.%20Tabular%20disclosure%20of%20contractual%20obligations) This section presents a summary of the company's contractual obligations, detailing amounts due to shareholders and advances from unrelated parties Contractual Obligations as of December 31, 2024 (In thousands of U.S. dollars) | Obligation | Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Amount due to a shareholder | $1,538 | $1,538 | $— | $— | $— | | Advances from unrelated parties | $547 | $547 | $— | $— | $— | | **Total** | **$2,085** | **$2,085** | **$—** | **$—** | **$—** | [Item 6. Directors, Senior Management and Employees](index=72&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section provides details on the company's leadership, board structure, compensation practices, and employee base, including biographical information for key executives and directors, outlining the 2016 Omnibus Equity Plan, and presenting share ownership data for major shareholders and insiders [A. Directors and Senior Management](index=72&type=section&id=A.%20Directors%20and%20senior%20management) This section provides an overview of the company's key management personnel and directors Key Management Personnel | Name | Position | | :--- | :--- | | Damian Thurnheer | Chief Executive Officer and President | | Tommy Wing Ling Lui | Chief Technology Officer | | Chung Hang Lui | Chief Financial Officer | | Tony Zhong | Vice President of Finance | | Rui Wu | Director | [B. Compensation](index=74&type=section&id=B.%20Compensation) This section details the aggregate cash compensation paid to executive officers and outlines the company's equity incentive plan - The aggregate cash compensation paid to executive officers for the year ended December 31, 2024, was approximately **$0.23 million**[410](index=410&type=chunk) - The company has a 2016 Omnibus Equity Plan, which provides for up to **2,500,000 ordinary shares** to be issued as awards to attract, motivate, and retain employees and other eligible persons[414](index=414&type=chunk)[415](index=415&type=chunk) [E. Share Ownership](index=79&type=section&id=E.%20Share%20Ownership) This section presents the ownership percentages of the company's major shareholders Major Shareholders (as of April 23, 2025) | Shareholder | Ownership (%) | | :--- | :--- | | Prime Ocean Holdings Limited | 25.8% | | Leung Iris Chi Yu | 20.6% | | LIANTENG LIMITED | 9.7% | [Item 7. Major Shareholders and Related Party Transactions](index=80&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details transactions with related parties, with key transactions in 2024 including providing insurance referral services to a company owned by a director and receiving a loan from a major shareholder [B. Related Party Transactions](index=80&type=section&id=B.%20Related%20Party%20Transactions) This section details significant transactions with related parties, including revenue from services provided to a director-owned entity and loans from a major shareholder - For the year ended December 31, 2024, the company recognized **$3.05 million** in revenue from insurance referral services provided to Riches Credit Insurance Brokerage Limited, a company principally owned by director Rui Wu[447](index=447&type=chunk)[391](index=391&type=chunk) - A major shareholder, Ms. Kwok Kai Kai Clara, provided loans to the company, with the outstanding amount due to her being **$1.54 million** as of December 31, 2024[446](index=446&type=chunk)[389](index=389&type=chunk) [Item 8. Financial Information](index=81&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section notes that the full consolidated financial statements are provided elsewhere in the report and discloses a significant ongoing lawsuit in Hong Kong (HCA 938 of 2022) against the company and several subsidiaries, for which a judgment is pending [A. Consolidated Statements and Other Financial Information](index=81&type=section&id=A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) This section confirms the inclusion of consolidated financial statements and discloses details of a significant ongoing civil lawsuit in Hong Kong - The company and certain subsidiaries are defendants in a civil lawsuit in Hong Kong (HCA 938 of 2022) involving allegations of unlawful means of conspiracy, with the trial concluding in August 2024 and a judgment pending, and the company believes the lawsuit is without merit and is unable to estimate a range of potential loss[453](index=453&type=chunk)[454](index=454&type=chunk)[457](index=457&type=chunk) - The company does not anticipate paying any cash dividends in the foreseeable future, intending to retain future earnings to finance business expansion[458](index=458&type=chunk) [Item 11. Quantitative and Qualitative Disclosure About Market Risk](index=92&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) The company's primary market risk is credit risk associated with its money lending business in Hong Kong, also facing concentration risks related to customers and geography, managing credit risk through approval procedures and collateral requirements, while foreign currency risk is considered not significant due to the HKD-USD peg and immaterial transactions in other currencies [Concentration of Credit Risk](index=92&type=section&id=Concentration%20of%20Credit%20Risk) This section discusses the company's primary credit risk from money lending activities, including provisions for loan losses and customer concentration - The company's most significant risk is credit risk from its money lending activities, which are geographically concentrated in Hong Kong[522](index=522&type=chunk)[524](index=524&type=chunk) Movement of Provision for Loan Losses (In thousands of U.S. dollars) | | 2024 | 2023 | | :--- | :--- | :--- | | **Balance as of January 1** | $2,023 | $2,072 | | **Provisions for doubtful accounts** | $3,515 | $287 | | **Recoveries of amounts previously charged off** | ($47) | ($336) | | **Balance as of December 31** | $5,491 | $2,023 | - As of Dec 31, 2024, loan receivables from two customers accounted for **11% and 31%** of the total loan receivables[529](index=529&type=chunk) [Concentration of Customer and Geographic Area](index=93&type=section&id=Concentration%20of%20Customer%20and%20Geographic%20Area) This section highlights the company's revenue concentration by major customer and geographic region - For the year ended Dec 31, 2024, one major customer accounted for **30%** of the company's total revenues[531](index=531&type=chunk) Revenue by Geographic Area (In thousands of U.S. dollars) | Region | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Hong Kong | 10,047 | 3,442 | 3,595 | | Australia | — | 127 | 278 | | PRC | 26 | — | — | | **Total** | **10,073** | **3,569** | **3,873** | Part II [Item 15. Controls and Procedures](index=95&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures, as well as its internal control over financial reporting (ICFR), were effective as of December 31, 2024, following the successful remediation of several material weaknesses identified in prior years, particularly related to documentation, loan risk monitoring, and accounting personnel expertise, with the independent auditor also issuing an unqualified opinion on the effectiveness of the ICFR [Management's Annual Report on Internal Control Over Financial Reporting](index=95&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) This section presents management's assessment of the effectiveness of the company's internal control over financial reporting - Management assessed the company's internal control over financial reporting and concluded that it was **effective** as of December 31, 2024, based on the COSO 2013 framework[546](index=546&type=chunk) [Changes in Internal Control Over Financial Reporting](index=95&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section details the remediation efforts undertaken by the company to address previously identified material weaknesses in internal control over financial reporting - In 2024, the company implemented remediation plans to address previously identified material weaknesses, with key improvements including[548](index=548&type=chunk) - Enhanced documentation for internal controls and their operating effectiveness[548](index=548&type=chunk)[550](index=550&type=chunk) - Established and implemented formal policies for loan credit risk monitoring and management of expired/overdue loans[551](index=551&type=chunk)[552](index=552&type=chunk) - Provided comprehensive U.S. GAAP training for key financial reporting personnel and established appropriate review functions[554](index=554&type=chunk) - Management concluded that as of December 31, 2024, the previously identified material weaknesses had been remedied[555](index=555&type=chunk) [Item 16. Other Information](index=97&type=section&id=ITEM%2016.%20Other%20Information) This section covers various corporate governance and compliance topics, disclosing fees paid to the principal accountant, detailing a change in the certifying accountant in March 2023, and describing the company's cybersecurity risk management processes, which are overseen by the full board [Item 16C. Principal Accountant Fees and Services](index=98&type=section&id=ITEM%2016C.%20Principal%20Accountant%20Fees%20and%20Services) This section discloses the fees paid to the company's principal accountant for audit and other services Principal Accountant Fees (In thousands of U.S. dollars) | | 2024 | 2023 | | :--- | :--- | :--- | | **Audit Fee** | $305 | $280 | | **Total** | **$305** | **$280** | [Item 16F. Changes in Registrant's Certifying Accountant](index=98&type=section&id=ITEM%2016F.%20Changes%20in%20Registrant's%20Certifying%20Accountant) This section details the change in the company's independent registered public accounting firm in March 2023 - On March 3, 2023, the company dismissed WWC, P.C. and appointed Audit Alliance LLP as its new independent registered public accounting firm[573](index=573&type=chunk)[576](index=576&type=chunk) [Item 16K. Cybersecurity](index=99&type=section&id=ITEM%2016K.%20Cybersecurity) This section outlines the company's processes for assessing and managing cybersecurity risks, including board oversight and the absence of material incidents - The company has processes to assess, identify, and manage material risks from cybersecurity threats, which are integrated into its overall risk management framework, and it engages third-party consultants to enhance its cybersecurity capabilities[583](index=583&type=chunk)[584](index=584&type=chunk) - The full board of directors oversees cybersecurity risks, and no cybersecurity incidents have materially affected the company for the year ended December 31, 2024[588](index=588&type=chunk)[585](index=585&type=chunk) Part III [Item 18. Financial Statements](index=100&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the company's audited consolidated financial statements for the fiscal years 2022, 2023, and 2024, noting that the independent auditor, Audit Alliance LLP, issued an unqualified opinion on both the financial statements and the effectiveness of internal control over financial reporting, and identified two Critical Audit Matters: the allowance for expected credit losses (CECL) on various receivables and the impairment assessment of property, plant, and equipment [Report of Independent Registered Public Accounting Firm](index=106&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) This section presents the independent auditor's unqualified opinions on the consolidated financial statements and internal control over financial reporting, along with identified Critical Audit Matters - The independent auditor, Audit Alliance LLP, issued an **unqualified opinion** on the consolidated financial statements for the three years ended December 31, 2024, stating they are presented fairly in conformity with U.S. GAAP[598](index=598&type=chunk) - The auditor also issued an **unqualified opinion** on the company's internal control over financial reporting as of December 31, 2024[599](index=599&type=chunk) - Two Critical Audit Matters (CAMs) were identified: 1. **Allowance for current expected credit losses (CECL):** Due to the subjective judgment and significant estimates involved in evaluating the CECL for loan receivables, accounts receivables, and other receivables[602](index=602&type=chunk)[603](index=603&type=chunk) 2. **Impairment of Property, Plant and Equipment:** Due to the complexity and judgment used by management in developing the fair value measurement for impairment testing[606](index=606&type=chunk) [Consolidated Financial Statements](index=109&type=section&id=Consolidated%20Financial%20Statements) This section lists the comprehensive set of consolidated financial statements and accompanying notes for the past three fiscal years - The consolidated financial statements include the Balance Sheets, Statements of Comprehensive Loss, Statements of Shareholders' Equity, Statements of Cash Flows, and the accompanying Notes to Consolidated Financial Statements for the years ended December 31, 2024, 2023, and 2022[610](index=610&type=chunk)[612](index=612&type=chunk)[614](index=614&type=chunk)

Core Insights - TROOPS, Inc. has received an initial investment exceeding US$10 million from Wang & Lee Group, which is expected to be completed by mid-April 2025, highlighting the rapid progression of their partnership aimed at integrating advanced technologies [1][2] - The collaboration focuses on creating smarter, greener communities, leveraging Wang & Lee's expertise to enhance urban living through sustainable and convenient technology solutions [2][3] - The investment strengthens TROOPS' liquidity position and aligns with its strategy to enhance asset value and tenant retention while addressing global ESG priorities [3] Technology Integration and Innovations - TROOPS plans to implement AI-driven advertising platforms for hyper-targeted advertising solutions to improve tenant engagement and revenue [5] - The company will install IoT smart home devices that are energy-efficient and enhance security in select properties [5] - A blockchain-based ESG rewards system will be developed to incentivize sustainable practices among tenants and visitors, with potential partnerships to expand token redemption opportunities [5] Strategic Roadmap - The partnership with Wang & Lee is expected to scale IoT and AI smart home systems across up to 200 buildings, enhancing operational efficiency [5] - The collaboration will leverage Wang & Lee's acquisition of Solar (HK) Limited to integrate renewable energy solutions into TROOPS' portfolio [5] - The strategic roadmap aims to address global ESG priorities while enhancing the overall value proposition for stakeholders [3]

Core Insights - Wang and Lee Group, Inc. announced a strategic investment in TROOPS, Inc. to integrate AI-driven advertising media, smart home devices, and blockchain-powered token rewards into TROOPS' infrastructure [1][2] - The partnership aims to deploy Wang and Lee's technologies across TROOPS' potential 200-building portfolio, enhancing user engagement through a token rewards ecosystem aligned with ESG principles [2][4] Synergies and Strategic Vision - The collaboration seeks to leverage TROOPS' real estate footprint to accelerate the adoption of smart technologies and create an interconnected ecosystem [3] - The CEO of Wang and Lee emphasized the transformative nature of this investment in building smarter, sustainable communities [3] Driving ESG Value and Market Growth - The partnership aligns with global ESG priorities by promoting energy-efficient technologies and empowering users through tokenized rewards [4] - Wang and Lee anticipates increased demand for its smart devices and advertising services as TROOPS' buildings evolve into innovation hubs [4] Transaction Details - The investment is subject to customary closing conditions, regulatory approvals, and final agreement terms, with further details to be disclosed upon finalization [5] Company Overview - Wang and Lee Group, Inc. is a Hong Kong-based construction prime and subcontractor specializing in Electrical & Mechanical Systems installation, offering design and contracting services across the construction industry [6]

Core Viewpoint - Wang and Lee Group, Inc. has announced a strategic investment in TROOPS, Inc. to integrate AI-driven advertising media, smart home devices, and blockchain-powered token rewards into TROOPS' infrastructure, aiming to create synergies and enhance user engagement [1][2][3] Investment Details - The investment will allow Wang and Lee to deploy its AI-driven digital advertising platforms and IoT-enabled smart home solutions across TROOPS' potential 200-building portfolio, reaching a vast number of tenants and visitors [2] - The partnership includes the introduction of an ESG-aligned token rewards ecosystem, where users can earn redeemable tokens for engaging with the technologies [2][8] Strategic Vision - The collaboration aims to leverage TROOPS' established real estate footprint to accelerate the adoption of smart technologies and create a seamless ecosystem [3] - The CEO of Wang and Lee emphasized that this investment is a transformative step towards building smarter, more sustainable communities [3] ESG and Market Growth - The partnership aligns with global ESG priorities by promoting energy-efficient technologies and financially empowering users through tokenized rewards [4] - Wang and Lee anticipates increased demand for its smart devices and advertising services as TROOPS' buildings become innovation hubs [4] Company Background - Wang and Lee Group, Inc. is a Hong Kong-based construction prime and subcontractor specializing in the installation of Electrical & Mechanical Systems, including low voltage electrical systems and mechanical ventilation [6]

Core Insights - TROOPS, Inc. is pursuing two strategic initiatives to enhance its growth in Asia, focusing on the Hong Kong real estate and insurance sectors [1][4] Group 1: Acquisition Initiatives - The company is conducting preliminary due diligence on a Hong Kong-based insurance brokerage, which would complement its existing financial services portfolio and enhance capabilities in the insurance market [2] - TROOPS is in advanced negotiations to acquire 100% of Bestfaith International Technology Limited, a building management firm servicing over 200 properties in Hong Kong, which aligns with its mission to provide integrated property management solutions [3] Group 2: Strategic Rationale - The acquisition of Bestfaith is expected to position TROOPS as a key player in Hong Kong's property management industry, while the potential insurance brokerage acquisition would diversify revenue streams and create cross-selling opportunities between property management and insurance services [4] Group 3: Company Overview - TROOPS, Inc. operates as a conglomerate in Hong Kong, engaged in money lending, property investment, and the development of an online financial marketplace leveraging technologies such as AI, big data, and blockchain [7]