{"url_path":"/sec/bliv/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","accession_number":"0001493152-26-023306","cik":"0001982448","ticker":"BLIV","issuer_name":"BeLive Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","primary_entity_key":"0001982448","primary_entity_name":"BeLive Holdings"},"word_count":16536,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n4. INFORMATION ON THE COMPANY**\n\n \n\n**Recent\nDevelopments**\n\n \n\n**Establishment\nof BeLive New Media Ltd and BeLive AI Studios Pte. Ltd.**On June 26, 2025 and July 7, 2025, respectively, we formed two wholly-owned\nsubsidiaries, BeLive New Media and BeLive AI Studios. BeLive New Media is a holding company while BeLive AI Studios focuses on new and\ncreative production content and formats to redefine storytelling for the digital generation, specializing in social realism content and\nvisually arresting, emotionally charged advertising, blending cinematic storytelling with digital first sensibilities to deliver authentic,\nhigh-impact contact. Operations of BeLive AI Studios commenced during the financial year ended December 31, 2025, This expansion allows\nus to move beyond streaming infrastructure into premium content creation, bringing together technological scale and storytelling excellence\nunder one roof. The studio will serve brands, agencies, media broadcasters, media producers and platforms across Southeast Asia and global\nmarkets by delivering raw, resonant, socially grounded narratives through formats designed for the attention economy.\n\n \n\n**Memorandum\nof Understanding.**On December 4, 2025, our indirect wholly-owned subsidiary, BeLive AI Studios, entered into a memorandum of understanding\n(the “MOU”) with NewUnivers Inc. (“NewUnivers”), a South Korea company, and ChopChop Media Systems PTE Ltd. (“ChopChop”),\na Singapore company. NewUnivers is a microdrama production and content distribution company based in South Korea and ChopChop is a workflow\nefficiency technology service provider in the content production space.\n\n \n\nThe\nparties to the MOU are discussing collaborating on the co-development and co-production of microdramas, including ideation, scripting,\ncasting, production, post-production, and distribution, integrating ChopChop’s workflow technology into BeLive AI Studios’\nand NewUnivers’ processes to support more efficient production operations. To date, no definitive agreement has been reached and\nthe collaboration has not commenced.\n\n \n\n**Exploration\nof a Digital Asset Treasury Strategy.**We recently commenced exploration of a digital asset treasury strategy (the “Digital\nAsset Treasury Strategy”) as part of our broader platform enablement roadmap. This initiative aligns with our long-term vision\nto enhance capital efficiency, drive innovation, and support de-centralized payment technologies across its video streaming ecosystem.\nAs part of our Digital Asset Treasury Strategy, we are considering and assessing allocating a portion of our corporate treasury into\ndigital assets, including Bitcoin (BTC) and other yield-generating digital assets, subject to rigorous risk and compliance frameworks.\nThese digital assets are being explored as potential tools for treasury diversification, liquidity optimization, and enabling use cases\nfor creators and platform partners. After exploration, the team deemed this strategy to be highly risky, given the unpredictability of\nthe digital asset space. The team will not adopt this strategy at the current time.\n\n \n\n**Partnership\nwith Insight Lab, Inc.**In 2025, we entered into a strategic partnership with Insight, Lab, Inc. (“Insight Lab”), which\nwe believe is one of Japan’s leading data strategy firms, to bring real-time analytics, artificial intelligence (“AI”),\nand personalized viewer engagement to the next level. Through this partnership, Insight Lab will serve as our official “Data Strategy\nPartner,” leveraging and analyzing vast amounts of data generated by our live streaming solutions to enable more advanced data-driven\nservices for retail brands, hospitality groups, government agencies, and other organizations. Together, we intend to strive to innovate\ndata-driven features that power personalization, predictive commerce, and smarter decision-making for public and private sectors alike.\nManagement believes that by combining the Company’s scalable tech and user experience (“UX”) expertise with Insight\nLab’s experience across 600 plus data and AI projects, the partnership can create new value in the live streaming space and set\na new standard for live, personalized, data-first experiences.\n\n \n\n**Strategic\nCollaboration with Istana Partners.** In 2026, we entered into a strategic collaboration with Istana Partners (“Istana”),\nan investment and strategic advisory firm, to support our growth initiatives and expand our presence across Small and Medium Enterprises\n(SMEs) in Singapore. Through this partnership, Istana Partners will serve as a strategic growth partner, providing advisory support,\ncapital alignment, and access to its network of institutional relationships to accelerate the adoption of our solutions across industries.\n\n \n\nTogether,\nwe intend to drive market expansion, identify high-impact opportunities, and support the scaling of our ecosystem through strategic partnerships\nand investments. Management believes that by combining the Company’s scalable technology, product capabilities, and execution expertise\nwith Istana Partners’ experience in strategic advisory and market access, the collaboration can unlock new growth avenues and strengthen\nthe Company’s position in building a scalable, data-driven media and commerce ecosystem.\n\n \n\n 28\n\n \n\n** **\n\n**Partnership\nwith COL Ltd**. In 2026, we entered into a strategic collaboration with COL Ltd (“COL”), a leading media and entertainment\ncompany, to advance the development and distribution of microdrama content. Through this partnership, COL contributes its extensive portfolio\nof IP, production expertise, and market reach, while the Company provides its Over-the-top (OTT) infrastructure, enabling rapid deployment\nof branded microdrama applications and distribution networks.\n\n \n\nTogether,\nthe parties aim to co-develop and localize microdrama content, leveraging COL’s storytelling capabilities and audience insights\nalongside the Company’s scalable technology and user experience expertise. This collaboration is intended to accelerate content\nproduction cycles, expand cross-border distribution, and introduce new monetization models for microdrama-driven engagement. Management\nbelieves that by integrating premium IP with a unified production and technology stack, the partnership will unlock new value for brands,\nmedia owners, and platforms, and further strengthen the Company’s position in building a scalable story economy.\n\n \n\n**History\nand Corporate Structure**\n\n \n\nOur\nGroup’s history began in 2014 when we launched a social streaming mobile application with a focus on empowering users to share\ntheir lives while interacting with their audience in real time. Recognizing a significant potential in e-commerce, we redirected our\nfocus in 2018 towards business-to-business and providing live commerce and shoppable short video solutions (“BeLive\nSolutions”) to international retail companies and the e-commerce marketplaces. Our BeLive Solutions enable our customers to\nleverage the power of interactive and immersive live and video commerce to their online businesses and to curate unique videos that\nmay also be aired real-time as they are simultaneously being recorded, for anytime instant replay. We categorize our BeLive\nSolutions into (i) an enterprise-grade BeLive White Label Solution which is customized to meet a customer’s unique\nrequirements and which can be integrated into their existing internal system and (ii) a cloud-based software-as-a-service solution\n(“BeLive SaaS Solution”) for customers who are looking for a quick and cost-effective live commerce and shoppable short\nvideo solution without the necessity of building their own infrastructure and technology stack. We have recently expanded our\nsolution offerings to content production through our new business unit, BeLive AI Studios.\n\n \n\nOur\nmission is to be an industry leader in designing, developing, and providing integrated technology solutions for the retail and entertainment\nindustries.\n\n \n\n**Corporate\nStructure**\n\n \n\nBeLive\nCayman was incorporated on February 24, 2023 under the laws of the Cayman Islands. BeLive BVI was incorporated\non March 7, 2023 under the laws of the BVI and has been a direct wholly owned subsidiary of BeLive Cayman since incorporation.\n\n \n\nOur\nOperating Subsidiaries are BeLive Singapore, which was incorporated on\nJune 18, 2014 under the laws of Singapore, BeLive AI Studios, which was incorporated on July 7, 2025 under the laws of Singapore, and\nBeLive Vietnam, which was incorporated on June 16, 2021 under the laws of Vietnam and which has been a wholly owned subsidiary of BeLive\nSingapore since incorporation. Through our Operating Subsidiaries, BeLive Cayman primarily engages in the development and provision of\nlive commerce, shoppable short video solutions, bespoke solution-driven software development, and content production.\n\n \n\n 29\n\n \n\n \n\nOn\nJune 9, 2023, as part of a reorganization prior to our IPO, BeLive BVI acquired all of the shares of BeLive Singapore from FTAG Ventures\nPte. Ltd., Kenneth Teck Chuan Tan, and several other minority shareholders in exchange for shares of BeLive Cayman in the same proportion\nas their respective shareholdings in BeLive Singapore. Upon completion of such reorganization, BeLive Singapore became a wholly owned\nsubsidiary of BeLive BVI.\n\n \n\nIn\nanticipation of our IPO, we:\n\n \n\n \n(i)\namended\nour Memorandum of Association to change the authorized share capital to $50,000 divided into 100,000,000 ordinary shares of a par\nvalue of $0.0005 each, effective February 18, 2024;\n\n \n(ii)\neffected\na 5:1 Reverse Split as of February 18, 2024 resulting in 7,985,241 Ordinary Shares outstanding, which have been retroactively restated\nto the beginning of the first period presented herein; and\n\n \n(iii)\nchanged\nthe authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares of par value of $0.0005 each effective June 20,\n2024.\n\n \n\nThe\neconomic rights of our ordinary shares held by each shareholder prior to and after the Reverse Split remained unchanged, which rights\ninclude, but are not limited to, dividend, liquidation, and conversion rights.\n\n \n\n**BeLive\nSingapore**\n\n \n\nBeLive\nSingapore was incorporated in Singapore on June 18, 2014 as a private company and serves as our corporate headquarters with primarily\nresponsibility for overseeing the Group’s operations, marketing and sales, and customer servicing.\n\n \n\n**BeLive\nVietnam**\n\n \n\nBeLive\nVietnam was incorporated in Vietnam on June 16, 2021 and is responsible for technical development, research of emerging technologies,\nand integration techniques for live and video technology.\n\n \n\n**BeLive\nAI Studios**\n\n** **\n\nBeLive\nAI Studios was incorporated in Singapore on July 7, 2025. It is a global production company redefining storytelling by creating narratives\nused in the production of TV commercials, music videos, branded content, and short films. BeLive AI Studios is also in the business of\nglobal distribution and production of microdrama content.\n\n \n\n 30\n\n \n\n** **\n\n**Organization\nChart**\n\n \n\nThe\nchart below sets out our corporate structure as of the date of this Annual Report:\n\n \n\n \n\n**Industry\nReview**\n\n \n\nLive\ncommerce and shoppable short videos refer to the combination of streaming video and e-commerce and the use of such video content on streaming\nonline digital platforms to promote or sell products and services in real time. This format, unlike home shopping TV, allows for a two-way,\nreal-time interactive, and immersive experience permitting users to watch, interact with the product offered and, with one click, see\nfull product details and seamlessly add these items to their cart without leaving the live stream. Often featuring influencers or experts\nin the product area, it provides an interactive and immersive experience for customers, improves brand appeal and product differentiation,\nand accelerates the consumer’s decision process from awareness to purchase. Video analytics tools provide retailers with essential\ninsight into customer behavior and demographics thus allowing them to make personalized recommendations, creating an authentic and engaging\nexperience for shoppers. The fusion of interactive video with online buying and selling is revolutionizing the retail industry and consumer\nshopping habits and turning viewers into buyers.\n\n \n\nCovid-19\nled to unprecedented growth in e-commerce, including the surge of new trends in the sector, as more retailers were forced to shutter\ntheir brick-and-mortar stores and seek alternative methods to reach and engage with their customers. Live commerce and shoppable short\nvideos allowed vendors to showcase their products and interact with customers facing severe movement restrictions imposed due to the\npandemic as well as the increase of those working remotely. In this context, not only did livestream shopping help weather the crisis,\nbut it also forged a new way of doing business, unlocking a world of opportunities for retailers while also providing consumers who were\nsuffering from social isolation and longing for human connections with a near in-person experience.\n\n \n\n**Our\nCompany**\n\n \n\n**Overview**\n\n \n\nWe\nare a leading technology solution provider for live commerce and shoppable short videos headquartered in Singapore. With our purpose-built\nsolutions, we strive to create value for our customers by enabling them to reach and engage their target customers and meet their evolving\nbusiness and technology needs. Our solutions enable our customers to leverage the power of interactive and immersive live and video commerce\nto their online business, and to curate unique videos, leading to more traffic and better shopping experiences on their platforms. With\nthe incorporation of our new business unit, BeLive AI Studios, we have expanded our solutions offering to content production.\n\n \n\n 31\n\n \n\n** **\n\n**Our\nProducts and Solutions**\n\n \n\nWe\ncategorize our solutions into an enterprise-grade BeLive White Label Solution, a cloud-based BeLive SaaS Solution and BeLive AI Studios’ Content Production and Distribution Solution.\n\n \n\n**BeLive\nWhite Label Solution**\n\n \n\nFor\ncustomers with high demand for customized live commerce and shoppable short videos solutions, we provide them with bespoke solutions\nthat can be integrated with their internal systems and offered through a White Label approach, made-to-measure for each unique customer’s\nneeds. We follow a typical workflow to develop our BeLive White Label Solution which involves: (i) the formulation of business case;\n(ii) customization and development; (iii) technical implementation; (iv) user acceptance; and (iv) the provision of maintenance and support\nservices.\n\n \n\n \n(i)\n**Formulation\nof business case**\n\n \n\nWhen\na potential opportunity is identified, our sales team will discuss with the client to understand their IT environment and gather their\nrequests. After our sales team communicate the client’s request with our product management team, our product management team will\nthen consult with our development team and assess the feasibility of the BeLive White Label solution and whether we will be able to deliver\nthe BeLive White Label Solution on time.\n\n \n\nWe\nquote prices based on a range of factors, including our costs, quotations of our market competitors and our customer strategies. We also\nconsider the complexity of the designs and the expected margins for the price setting. We will then enter into customer contracts with\nour customers once the final pricing is agreed.\n\n \n\n \n(ii)\n**Customization\nand development**\n\n \n\nA\nkey account management (“KAM”) employee is then designated to handle each of our BeLive White Label Solution projects. Our\nKAM is responsible for establishing the project specification which sets out the specifications required by the customer, i.e., the functionalities,\nfeatures, and display layout requirements. The specifications will be reviewed and approved by our product management team, development\nteam, and chief executive officer, Mr. Kenneth Teck Chuan Tan. Throughout our internal approval process, our KAM regularly communicates\nwith our customer to ensure consistency with the customer’s requirements.\n\n \n\nBased\non the specifications required by our customer, our development team works on software design and engineering of the BeLive White Label\nSolution, which includes the backend operation system, production servers, monitoring and analytics platform systems, and front-end mobile\napplication for iOS and Android platforms and web components. Our KAM and project manager communicate with and receive feedback from\nour customer throughout the whole design and development process of the BeLive White Label Solution.\n\n \n\n \n(iii)\n**Technical\nimplementation**\n\n \n\nAs\na next step, we install, configure, and integrate the BeLive White Label Solution into the customer’s IT environment. We will then\ndocument the technical design in writing and provide the customer with administration instructions and training materials to enable it\nto administer the BeLive White Label Solution in its IT environment. Generally, the duration of the technical implementation stage varies\nfrom four to eight weeks, depending on factors including scope of work and technical complexity.\n\n \n\n \n(iv)\n**Acceptance**\n\n \n\nOnce\nthe BeLive White Label Solution is installed and configured into the customer’s IT environment, we will prepare a user acceptance\ntest (“UAT”) plan with the customer. The UAT plan in general sets out the functions of the BeLive White Label Solution and\nthe performance of the BeLive White Label Solution under different scenarios, for example, whether the BeLive White Label Solution can\nperform a certain function.\n\n \n\nOnce\nthe customer has agreed to the UAT plan, it will perform UAT while we provide support and training where necessary. If problems are discovered\nduring the test, we will fix the problem and perform UAT again to the satisfaction of the customer. After UAT is fully completed and\nsuccessful, the customer will confirm user acceptance and our technical implementation services are considered completed. The BeLive\nWhite Label Solution will then be deployed to the live server.\n\n \n\n 32\n\n \n\n \n\n \n(v)\n**Maintenance\nand support**\n\n \n\nFollowing\nthe completion of the technical implementation and deployment of the BeLive White Label Solution, we provide ongoing maintenance and post-deployment support\nservices to our customers. Our KAM monitors and measures customer satisfaction through monthly meetings with our customers to go through\nperformance metrics and satisfaction levels of the BeLive White Label Solutions.\n\n \n\nWhen\nthe end-users encounter problems with the BeLive White Label Solution, they may contact our KAM directly, through telephone or email.\nOur KAM will redirect the problems to the relevant technical staff from our development team. Our technical staff will then carry out\nproblem diagnostics by gathering system log, trace, or screen capture and try to resolve the problem remotely. If such problem cannot\nbe tackled over telephone, email, or remote access, our technical staff may have to provide on-site support.\n\n \n\nWe\ngenerate revenue from our BeLive White Label Solutions primarily from the following three streams:\n\n \n\n \n(a)Customization\nand integration - We charge our customers a fixed fee, payable according to milestones, for\nthe customization and integration of our BeLive White Label Solution onto our customers’\nplatform (the “Integration Services”).\n\n \n  \n\n \n(b)Licensing\nand maintenance - We charge our customers a monthly fee (the “Licensing and Maintenance\nFee”), payable every six months, for the granting of a worldwide, limited, non-exclusive,\nnon- transferable, non-sub-licensable right to use our proprietary live commerce and shoppable\nshort video technologies (“BeLive Singapore”) and the provision of maintenance\nand support services. The Licensing and Maintenance Fee commences upon the completion of\nthe Integration Services.\n\n \n  \n\n \n(c)Usage\n- We charge our customers a usage fee, payable each month, based on the hourly usage of our\nlive commerce and/or shoppable short video recording services per user.\n\n \n\n**BeLive\nSaaS Solution**\n\n \n\nBuilding\nupon our strong technological capabilities and analytical insights into user’s behaviors and preferences, we enhanced several of\nthe commonly used features that we had built for our enterprise customers and in 2022 we launched a cloud-based BeLive SaaS Solution\ntargeted at the retail industry. This cloud-based BeLive SaaS Solution is light code and is readily available for use on any website\nor mobile application as an iframe. Generally, we can deploy the BeLive SaaS Solution to a customer’s platform in less than 24\nhours upon engagement.\n\n \n\nOur\nBeLive SaaS Solution can be easily integrated using a few lines of code, which enables our customers to seamlessly connect to and use\nour technology solutions without the need for reconfiguration or adjustment permitting them to integrate live and interactive videos\ndirectly onto their platforms, such as mobile applications and websites, while also maximizing their reach by simultaneously broadcasting\ntheir live video content to social media platforms. Leveraging the advantages of being a SaaS solution, the BeLive SaaS Solution offers\nour customers the low costs of ownership while avoiding the significant upfront costs and considerable investment associated with building\ntheir own infrastructure and technology stacks from scratch.\n\n \n\nUpon\nsigning of the engagement agreement, new customers will be onboarded by our KAM team. The KAM team will walk the customer through the\nfunctions and the various features that are available, including training sessions on how to operate the content management system dashboard\n(the “Dashboard”), which typically takes one to two days following deployment of the BeLive SaaS Solution to our customers’\nplatforms. After onboarding, our customer will receive an email and password to access the Dashboard as an administrator. The administrator\ncan then, through the Dashboard, create host accounts for the content creators, such that they can host the live streams that have been\nscheduled without having access to any sensitive information the customer might have on the Dashboard.\n\n \n\n 33\n\n \n\n \n\nThe\ncontent creators can then “go live” via BeLive’s LORA mobile application with streaming rights being assigned to them.\n\n \n\nWe\ngenerate revenue from our BeLive SaaS Solutions primarily from the following three streams:\n\n \n\n(i)\n*Onboarding -*We charge our customers a fixed onboarding fee, payable upon engagement, for the delivery of our BeLive SaaS Solution.\n\n \n\n(ii)\n*Licensing and maintenance -*We charge our customers a monthly subscription fee, payable every six months, for the granting of\na worldwide, limited, non-exclusive, non-transferable, non-sub-licensable right to use the BeLive Solution and the provision of maintenance\nservices.\n\n \n\n(iii)\n*Usage -*We charge our customers a usage fee, payable each month, based on hourly usage of our live commerce and/or shoppable short\nvideo delivery services per user.\n\n \n\n**Features\nand functionalities**\n\n \n\n**Basic\nfeatures and functionalities**\n\n \n\nBasic\nfeatures and functionalities such as (i) social commerce; (ii) interactive features; and (iii) content and data analytics are available\nin both our BeLive White Label and SaaS Solutions. In addition, our BeLive White Label Solutions also allow for new features and functionalities\nto be developed and the ones mentioned below may not be exhaustive.\n\n \n\n*Social\ncommerce*\n\n \n\nWe\nprovide our customers with rich and dynamic ways to engage with its viewers beyond the traditional storefront through interactive live\nstreams and shoppable short videos and provide the viewers with a seamless online shopping experience. Viewers can browse products without\nleaving the live stream/short videos by using an in-stream/video shopping catalogue. Viewing additional details and description of the\nproducts are also made seamless as the live stream/short video continues to play when viewers are directed to the product information\npage. Once the viewers have added all their goods to the shopping cart and have proceeded to check out, they would be asked to provide\ndelivery information and can pay via secure payment gateways that we integrate into our solutions.\n\n \n\nOur\ncustomers use (i) shoppable short videos primarily to achieve considerable exposure to viewers of their brands, businesses, or products;\nand (ii) live streams to market and promote products and interact with potential buyers in real time, explaining the value of the product\nand addressing their questions, thereby helping viewers to make purchase decisions. Social activity among streamers/short video creators\nand viewers during live streams/short videos also facilitate transactions by creating a lively atmosphere and providing product validation.\n\n \n\n 34\n\n \n\n* *\n\n*Interactive\nfeatures*\n\n \n\nWe\nprovide streamers/short video creators and viewers with various channels to interact with each other to form a vibrant and engaged social\ncommunity. Interactions primarily revolve around the content on our customer’s platform, through which viewers can share similar\ninterests and bond with each other. Some of the most common interactive features provided by our solutions include likes, shares, follows,\ncomments, polling, rating, and quiz.\n\n \n\n \n(i)\n*Likes,\nshares, and follows -*Viewers can like content to support streamers/short video creators by sending a “heart.” Viewers\ncan also share interesting or useful content with other people. The follow function allows viewers to follow a content creator and\nsee all of their content and updates to their posts and activities on the customer’s platform as well as receive notifications\nwhen the content creator uploads new content. Likes, shares, and follows all contribute to social connections and user engagement.\n\n \n \n \n\n \n(ii)\n*Comments\n-*Viewers may leave comments to a short video to share their reactions and communicate with other viewers who have similar interests\nand needs. A viewer can also like a comment, and comments with most likes get placed further up the comment thread. A viewer may\nalso reply to another viewer’s comment to continue a particular conversation in the comments section. In live streaming rooms,\nviewers comment and communicate with each other and interact with the streamer in real time.\n\n \n \n \n\n \n(iii)\n*Polling,\nrating, and quiz -*We are capable of providing polling, rating, and quiz functions which enable streamers/short video creators\nto engage with viewers during live streams/short videos more directly and create a fun and lively experience and a more personal\nenvironment.\n\n \n\n*Content\nand data analytics*\n\n \n\nWe\nare capable of providing analytical tools that enable our customers and marketers to track and study first-party behavioral data such\nas the number of viewers, likes and comments, amount of time viewers spent viewing their content and other information providing viewer\nportraits and insights as to the popularity of their content. Through our data analytics support, our customers and content creator can\nbetter understand the preferences of their viewers and create content that is more appealing and targeted.\n\n \n\n**Enhanced\nfeatures and functionalities**\n\n \n\nEnhanced\nfeatures and functionalities such as (i) loyalty rewards; (ii) virtual gifting; (iii) ticketing; and (iv) virtual host are some of the\ndevelopments that we are capable of providing to our White Label customers:\n\n \n\n*Loyalty\nrewards*\n\n \n\nWe\nare capable of integrating the customer’s existing loyalty reward program into our BeLive White Label Solutions, which can be repurposed\nwith different use cases such as enabling viewers to earn loyalty points by watching a live stream/short video for a certain period of\ntime, making loyalty point redemption purchases, or sending virtual gifts using reward points via the live stream. This will allow our\ncustomers to fully integrate their existing reward program into their live commerce ecosystem seamlessly.\n\n \n\n*Virtual\ngifting*\n\n \n\nWe\nare capable of providing a virtual gifting function for live streams. Viewers purchase virtual items and gift these virtual items to\nstreamers as a gesture of friendship, appreciation, admiration, or support. We offer a wide variety of virtual items on our customers’\nplatforms at difference price points. Our diverse selection of lower-priced virtual items makes it easy for viewers to show appreciation\nfor each other through small gifts and allow viewers to familiarize themselves with the gifting function, while higher- priced virtual\nitems give a chance for streamers to obtain peer recognition during a live stream. We are also capable of releasing new virtual items\nrelated to current events and cultural trends.\n\n \n\n*Ticketing*\n\n \n\nWe\nare capable of building ticketing systems which enable our customers to offer premium or gated contents through the sale of tickets.\nThis will allow them to better monetize from the different contents that they have produced.\n\n \n\n 35\n\n \n\n* *\n\n*Virtual\nhost*\n\n \n\nLeveraging\nour strategic alliance with Neosapience, a Korean company that provides AI-powered content creation solution, we are capable of integrating\nAI voices and virtual human features into our solutions, which supports multiple languages, including English, Korean, and Mandarin.\nWe can also design a custom avatar that aligns with the customer’s brand.\n\n \n\nOur\nvirtual host can be used to narrate content through a script and embed it in product videos that will keep the viewers captivated with\na mix of educational and entertaining content, including interesting facts and information about the topic or product.\n\n** **\n\n**BeLive\nAI Content Production and Distribution Solution**\n\n \n\nBuilding\nupon our strong foundation in video technology, storytelling, and audience engagement, we launched BeLive AI Studios, our content production\narm focused on creating high-impact, narrative-driven video content for brands, media owners, and platforms. BeLive AI Studios combines\ncinematic storytelling with data-driven insights to produce content that is not only visually compelling but also optimized for engagement,\nretention, and conversion across digital channels.\n\n \n\nOur\ncontent production solution is designed to be modular and scalable, supporting a wide range of formats including microdramas, branded\nentertainment, live commerce shows, and short-form video series. Leveraging our proprietary infrastructure and understanding of viewer\nbehavior, we are able to develop content that aligns closely with platform algorithms and audience consumption patterns. From concept\ndevelopment to post-production and distribution, BeLive AI Studios provides an end-to-end solution that enables our partners to bring\nstories to market efficiently and effectively.\n\n \n\nUpon\nengagement, customers are onboarded through a structured creative and production workflow managed by our production and account teams.\nThis includes discovery sessions to align on brand objectives, audience targeting, and narrative direction, followed by scriptwriting,\ncasting, production planning, and execution. Our team works closely with clients throughout the process, ensuring that creative output\naligns with both brand identity and performance objectives. Production timelines vary depending on scope, but are optimized for rapid\nturnaround, particularly for short-form and microdrama content.\n\n \n\nWe\ngenerate revenue from our BeLive Studios content production services primarily through the following streams:\n\n \n\n(i)\n**Production fees** – We charge project-based fees for content creation, covering pre-production, production, and post-production\nservices.\n\n \n\n(ii)\n**Content licensing and distribution** – We generate revenue through licensing of produced content across different platforms\nand distribution networks, including microdrama applications.\n\n \n\n(iii)\n**Content monetization and revenue sharing** – We participate in downstream monetization models, including brand sponsorships,\nplatform revenues, and performance-based campaigns tied to content engagement and conversion.\n\n \n\n**Features\nand functionalities**\n\n** **\n\n**Core\ncontent production capabilities**\n\n** **\n\nWe\nprovide end-to-end production services that transform brand and business objectives into emotionally resonant narratives. Our capabilities\nspan ideation, scripting, casting, filming, editing, and post-production, ensuring a seamless workflow from concept to final delivery.\nOur creative approach is inspired by cinematic storytelling, designed to evoke emotional connection while delivering measurable business\noutcomes.\n\n \n\n 36\n\n \n\n** **\n\n**Narrative-driven\nformats**\n\n** **\n\nWe\nspecialize in formats that blend entertainment with commercial intent. This includes microdramas designed for episodic engagement, branded\nstorytelling that integrates products organically into narratives, and live commerce content that combines real-time interaction with\nstorytelling elements. These formats are optimized for digital-first platforms and short attention spans while maintaining depth and\nemotional impact.\n\n \n\n**Enhanced\ncapabilities**\n\n** **\n\n**Microdrama\necosystem integration**\n\n** **\n\nContent\nproduced by BeLive Studios can be directly deployed within the microdrma ecosystem, enabling immediate distribution and monetization.\nThis creates a seamless pipeline from production to audience engagement, allowing partners to launch their own microdrama platforms or\nintegrate content into existing applications.\n\n \n\n**AI-assisted\nproduction**\n\n** **\n\nWe\nincorporate AI tools to enhance various stages of production, including script assistance, subtitle generation, and content development.\nThis enables faster turnaround times and supports multi-language distribution across different markets.\n\n \n\n**Brand\nand IP development**\n\n** **\n\nWe\nsupport clients in developing original IPs and long-term content strategies, enabling them to build sustained audience engagement beyond\nsingle campaigns. This includes character development, story universe creation, and cross-platform content planning.\n\n \n\nThrough\nBeLive Studios, we aim to redefine how content is created and consumed by integrating storytelling, technology, and data into a unified\nproduction framework, enabling our partners to connect with audiences in more meaningful and scalable ways.\n\n** **\n\n**Technology**\n\n** **\n\nWe\nuse video and live streaming technologies, big data analytics and AI extensively in various aspects of our operations.\n\n \n\n**High-definition\nvideo and proprietary video compression technology**\n\n \n\nOur\nsolutions are designed to run smoothly on all types of mobile phones and support high quality short video playback and low latency live\nstreaming. We have also developed a set of proprietary algorithms to adjust lighting and color hue to improve the quality of videos shot\nin extreme conditions or by low-end mobile phones. We provide end-to-end support of filming, editing, uploading, and playback of high-definition\n1080p videos, which caters to increasing demand from users for a highly immersive video watching experience. We developed a video codec\nwhich can significantly reduce the size of the media files given the same subjective quality and improve the smoothness of video playback.\n\n \n\n 37\n\n \n\n** **\n\n**Advanced\nlive streaming capability**\n\n \n\nIn\nresponse to the diverse needs of live streaming scenarios and network conditions, we developed a proprietary transmission protocol and\nan adaptive bitrate streaming standard for our live streams, using advanced technologies such as multiple stream control algorithms,\ncongestion control algorithms, adaptive fault-tolerant algorithms, and multi-bitrate adaptive algorithms, while also accounting for multiple\nvariables such as encoding standards, network speeds, and business requirements. We also utilize joint source channel coding technology\nto adapt the quality of streaming sources with the fluctuation of network conditions encountered in the real world, significantly improving\nthe upload speed and transmission stability of live streaming signals on weak networks. As a result, we can provide a live streaming\nexperience that is smoother with higher resolution and lower latency. Our technological innovations in live streaming have resulted in\noutstanding performance on our customers’ live streaming platforms and increased average time spent per day by our users.\n\n \n\n**Big\ndata and audience sentiment engine**\n\n \n\nDue\nto the nature of the solutions we offer, we require large amounts of storage and computing resources to process a high throughput of\ndata being generated every day on our customers’ platforms, including to process (i) multimedia data such as videos to enhance\nour video streaming quality and improve our analysis and understanding of video content; and (ii) mass user behavioral data on our customers’\nplatforms for analysis, to run computationally complex processes and algorithms for recommendations, searches, and other functions, and\nto build a highly efficient data warehouse in support of smart and insightful data and sentiment analysis to drive fast iterations of\nour solutions. Our audience sentiment engine that focuses on AI technology was jointly developed with AI Singapore.\n\n \n\n**AI-powered\ncontent creation tools**\n\n** **\n\nOur\nmachine learning, computer vision, and computer graphics capabilities have enabled us to offer a wide array of content creation tools\nsuch as beautification functions, smart filters, stickers, human-computer interactions, and augmented reality and mixed reality effects.\nThese carefully designed innovative features have fostered a highly interactive and enjoyable experience and motivated users to create\nmore vibrant and inspirational content that attracts more users, which in turn fueled further growth in creative content on our customers’\nplatforms.\n\n \n\n**Research\nand Development**\n\n \n\nAs\npart of the development of our solutions, we review our projects with clients who utilize our BeLive Solutions regularly and modify our\nequipment and technologies based on experience and feedback from completed projects. We are also committed to researching and developing\ntechnologies in order to understand the needs of viewers and enhance the effectiveness of our solutions for customers.\n\n \n\nOur\ndevelopment team is comprised of highly skilled engineers and IT professionals with extensive experience in mobile application and live\nvideos and video-streaming software development and data analytics. To complement the existing technology in our solutions and to supplement\nour internal expertise, we are also looking to collaborate with third-party institutions and have collaborated with AI Singapore in 2021\non a research project titled “BeLive Audience Sentiment Engine (B.A.S.E.)” (the “Project”) by entering into a\nresearch collaboration agreement with AI Singapore, with an aim to allow businesses hosting livestreams to obtain useful insight and\nanalytics on viewers’ sentiment on different aspects of the stream, such as understanding how well-perceived the stream is, the\neffectiveness of their stream or host, and further identifying consumer needs and product marketing opportunities. This Project has since\nbeen completed and deployed onto our technology stack. Such collaboration enabled deep knowledge transfer between the engineering team\nfrom AI Singapore and our engineers and we will continue to develop and enhance the model over time.\n\n \n\nWe\nbelieve scientific and technological innovations will help us achieve our long-term strategic objective to reach prospective clients\nfrom countries beyond our current footprint. We intend to continue to invest in research and development to support and enhance our business\nsolutions and promote further innovation in the live commerce and shoppable short videos industry to elevate our position in the market.\n\n \n\n 38\n\n \n\n** **\n\n**Our\nCustomers**\n\n \n\nOur\ncustomers primarily comprise local and renowned international brands that are based in Asia, Oceania, and Europe. They primarily consist\nof direct-to-consumers brands, e-commerce platforms, and broadcasters. A large majority of our customers are retail and e-commerce businesses\nwhich utilize our solutions to engage with their target customers. The remainder of our customer base includes use cases in other sectors\nsuch as real estate, finance, and social platforms.\n\n \n\nThe\nbreakdown of our revenue by geographic region for the financial years ended December 31, 2025, 2024, and 2023 is as follows:\n\n \n\n  \nFor the financial year ended December\n31, \n\nGeographic region \n2025  \n2024  \n2023 \n\nAsia & Oceania \n 100% \n 99% \n 97%\n\nEurope \n -% \n 1% \n 3%\n\n \n\nFor\nthe financial years ended December 31, 2025, 2024, and 2023, customers who contributed over 10% of the total revenue of the Group accounted\nfor approximately 66%, 79%, and 63% of the Group’s total revenue, respectively. Revenue from customers contributing over 10% of\nthe total revenue of the Group for the financial years ended December 31, 2025, 2024, and 2023 is as follows:\n\n \n\n  \nFor the financial year ended December\n31, \n\n  \n2025  \n2024  \n2023 \n\nCustomer A \n -% \n -% \n 31%\n\nCustomer B \n -% \n 13% \n 16%\n\nCustomer C \n 22% \n *  \n  * \n\nCustomer D \n -% \n -% \n 16%\n\nCustomer E \n *  \n 44% \n * \n\nCustomer F \n -% \n 22% \n * \n\nCustomer G \n 13% \n *  \n * \n\nCustomer H \n 12% \n *  \n * \n\nCustomer I \n 12% \n *  \n * \n\n \n\n**\nrefers to customers who contributed less than 10% of the total revenue of the Group*\n\n** **\n\n**Our\nSuppliers**\n\n \n\nOur\nsuppliers are providers of the infrastructure on which we operate our solutions. As a business that relies on cloud infrastructure to\nrun our solutions, we have selected a number of cloud conglomerates since 2023 to build a multi-cloud infrastructure in order to ensure\nstability of cloud services received and to support multi-party audio-and video-enabled real-time online interactions. Our suppliers\nare reputable market leaders among cloud infrastructure providers.\n\n \n\n**Sales\nand Marketing**\n\n \n\nThe\nfocus of our marketing efforts is to further strengthen our brand recognition as a leading provider of live commerce and shoppable short\nvideos. To expand our ecosystem to connect with enterprises and other marketing partners, we are dedicated to promoting our solution\nto target customers through a variety of channels:\n\n \n\n(i)\n**Strategic Alliance Marketing***-*We benefit from a large network of strategic alliances in the ecosystem who generally\nhave strong willingness to refer their own customers and partnering institutions to us as this also benefits their own businesses. We\nhave built solid business relationships from three pillars, including brand alliances, media buy alliances, and audience generating alliances,\ncomprised of multi-channel networks, cloud service providers, marketing agencies, content creation and production companies, and mainstream\nmedia. Through their referrals, we are able to expand our customer base and address their needs for live commerce or shoppable short\nvideo solutions, for instance, our marketing agencies alliances introduce us to their clients as a technology solution to inject into\nmarketing campaigns. This allows our business to grow exponentially while controlling customer acquisition costs.\n\n \n\n 39\n\n \n\n** **\n\n**(ii)\nInbound Marketing***-*We also generate interest and acquire new customers from promotions in events and conventions, as\nwell as content marketing by placing paid advertisements on social media and other selected platforms such as google ads and display\nads network.\n\n \n\n**(iii)\nOutbound Marketing***-*Our business development team is constantly outreaching and nurturing our list of prospective clients\nwith content and information that align with their interests, with an aim to bringing us the opportunity to converse with such prospects\nregarding our offerings.\n\n \n\nWe\naim to continue to implement cutting edge technologies, introduce interactive interfaces and tools, and improve user experience in order\nto generate traffic and sales for our customers, with a goal to increase our active user base and attract prospective customers.\n\n** **\n\n**Growth\nstrategies**\n\n \n\nWe\nplan to expand our business and strengthen our market position in the live commerce and shoppable short video industry by implementing\nthe following business strategies and future plans.\n\n \n\n**Expand\nand enhance our current solution offerings**\n\n \n\nWe\nwill continue to enhance and expand our BeLive Solution offerings and industry coverage by developing and integrating new functionalities\nand features in our solutions to address and fulfil our customers’ needs that arise naturally on their platforms. The combination\nof these efforts will help us retain existing customers, attract new customers, increase user engagement, and provide a better overall\nuser experience.\n\n \n\n**Adapt\nto changing market conditions and customer requirements**\n\n \n\nRetail\ncompanies and e-commerce marketplaces are undergoing a digital transformation to effectively promote their businesses and to boost online\nsales. As the live streaming and video market continues to develop and demand increases, we believe that if we continue to adapt to changing\nmarket conditions and customer requirements, there will be significant opportunities for us to expand our customer penetration not only\nwith retail companies and e-commerce marketplaces, but also to companies that are in the broadcasting, media and advertising, real estate,\neducation, and finance sectors.\n\n \n\n**Advance\nour video and live streaming technologies**\n\n \n\nWe\nbelieve that advancing our video and live streaming technologies using our research and development capabilities and engineering expertise\nare vital in maintaining our long-term competitiveness and driving our business growth. Continued development of our technological capabilities\nin areas such as personalized recommendation, content and data analytics, and sentiment analytics, will improve our user experience and\nengagement. Ongoing updates to our video compression and live streaming technologies will provide an enhanced user experience by ensuring\nhigh video quality, lower latency, faster upload speed, and transmission stability under various network conditions. Improvements to\nour machine learning, computer vision, and computer graphics capabilities will provide new and attractive content creation tools to our\nusers and will further encourage content creation and interaction among users on our customer’s platform. We will scale up and\nenhance our network infrastructure as the amount of data generated and stored on our customer’s platform continues to grow.\n\n \n\n**Selectively\npursue strategic alliances**\n\n \n\nTo\ncomplement our organic growth, we will continue to selectively pursue strategic alliances that can strengthen our technological and content\nproduction capabilities, and broaden our customer base and solution offerings, as well as our ecosystem generally. We will continue to\nseek out potential strategic alliances that are complementary to and have synergies with our current business and that will help us attract\nand retain customers. By expanding our ecosystem, we will continue to grow our business and further provide value to our customers by\nproviding them with more diverse and improved solutions.\n\n \n\n 40\n\n \n\n** **\n\n**Our\nCompetitive Strengths**\n\n \n\nAs\na comprehensive provider of a technology platform, we deliver a market-leading combination of effective and unique, user-friendly functionality,\nscalability, and ease-of-use to facilitate the growth of clients’ digital commerce businesses.\n\n \n\nWe\nare committed to offering our customers technological diversity, quality, and reliability. We offer a diversified portfolio of technological\nproducts that can be customized to satisfy our customers’ specialized and unique needs. We believe we have several competitive\nstrengths that will enable us to maintain and increase our market position in the industry. Our competitive strengths include:\n\n \n\n**Established\nreputation and proven track record in the industry***.*\n\n \n\nWe\nhave been providing live commerce and shoppable short videos to our customers since 2018 and have accumulated extensive industry experience.\nOur strong research and development and engineering capabilities enable us to design, develop, customize, and integrate our BeLive White\nLabel and BeLive SaaS Solutions to meet each of our customers’ needs. We also benefit from massive domain-specific data accumulated\nsince our inception, which are critical in training our models and algorithms to continuously optimize our solutions.\n\n \n\nIn\n2022, we were accredited by Infocomm Media Development Authority, a statutory board under the Singapore Ministry of Communications and\nInformation as a qualified contender to government and large enterprise buyers with assurance of the functionalities of our solutions.\n\n \n\nOn\nDecember 18, 2025, we were certified with the ISO/IEC 27001:2022 certification for our interactive live-streaming and video-commerce\nplatforms. This certification confirms that our interactive live-streaming and video-commerce platforms are governed by an independently\naudited information security management system aligned with international best practices.\n\n \n\nWe\nbelieve our strong track record in providing live commerce and shoppable short videos will facilitate the promotion and demand for our\nproducts with both existing and new customers, as well as the expansion of our business. We will continue to develop enhanced and additional\nsolutions for different industry end-use applications and to meet the needs of our customers across various industries by expanding our\nsolution product portfolio.\n\n \n\n**Innovative\nbusiness model**\n\n \n\nWe\nhave developed both our BeLive White Label Solution, for clients who require a bespoke and customized live video commerce and shoppable\nshort video solution, as well as our BeLive SaaS Solutions for small and medium size enterprises. This product diversification, unlike\nother market participants whose sole focus is on SaaS solutions, enables us to accommodate the different needs of our customers providing\nus with additional business opportunities.\n\n \n\n**Technology\ninnovation, application, and research and development capabilities**\n\n \n\nWe\nhave invested significant resources in our research and development capabilities in video and live streaming technologies, big data analytics,\nAI, and other technologies. Our audience sentiment engine, which focuses on AI technology, was jointly developed with AI Singapore. The\ntechnologies have directly contributed to the acceptance of our BeLive Solutions and our users’ experiences.\n\n \n\nWe\nhave developed proprietary video and live streaming technologies that facilitate high-quality content transmission including a video\ncodec which can significantly reduce the size of the media files given the same subjective quality and improve the smoothness of video\nplayback. We also developed a private transmission protocol and an adaptive bitrate streaming standard for our live streams that utilizes\njoint source channel coding technology to adapt the quality of streaming sources with the fluctuation of network conditions encountered\nin the real world. This significantly improves the upload speed and transmission stability of live streaming signals on weak networks\nand allows us to provide a live streaming experience that is smoother with higher resolution and lower latency, thereby increasing user\nengagement.\n\n \n\n 41\n\n \n\n \n\nAs\ncollection of first party data becomes a priority in marketing analytics for businesses, our technologies enable us to process a high\nthroughput of data being generated every day on our customers’ platforms. This permits us (i) to process multimedia data such as\nvideos to enhance our video streaming quality and improve our analysis and understanding of video content; (ii) to process mass user\nbehavioral data on our customers’ platforms for analysis, to run computationally complex processes and algorithms for recommendations,\nsearches, and other functions; and (iii) to build a highly efficient data warehouse in support of smart and insightful data and sentiment\nanalysis to drive fast iterations of our solutions.\n\n \n\nIn\n2021, we entered into a research collaboration agreement with AI Singapore for a period of nine months, pursuant to which both parties\nprovided funding, manpower, and resources on the research project titled “BeLive Audience Sentiment Engine (B.A.S.E),” to\nallow businesses hosting livestreams to obtain useful insight and analytics on viewers’ sentiment on different aspects of the stream,\nsuch as understanding how well-perceived the stream is, the effectiveness of their stream or host, and further identifying consumer needs\nand product marketing opportunities. These technologies allow our customer’s platform to continue to scale and are an important\naspect of our technological and data advantages. Pursuant to the research collaboration agreement, we owned the intellectual property\nrights of the Project (the “Project IPR”), and we should make reasonable effort to internally deploy or commercialize the\nProject IPR for a period of three years from the date of completion of the Project and deliver to AI Singapore a report detailing such\ninternal deployment or commercialization activities on an annual basis. This Project has since been completed and deployed onto our technology\nstack and we plan to fully commercialize the capability within our BeLive White Label and SaaS Solutions.\n\n \n\nLeveraging\ncomputer vision and machine learning, we offer a wide array of beautification functions, smart filters, stickers, human computer interactions,\nand augmented reality and mixed reality effects that make video content even more lively for our users. These features foster an interactive\nand enjoyable experience for content creators and viewers, which in turn contribute to the richness of content and interactivity in our\necosystem.\n\n \n\n**Broad\nstrategic alliances and relationship network**\n\n \n\nWe\nhave developed a robust network of strategic partnerships and collaborations that strengthen our ecosystem across content, data, and\ntechnology, enabling us to continuously enhance our solutions and expand our market reach. These alliances allow us to integrate advanced\ncapabilities into our offerings while also creating new channels for customer acquisition and industry collaboration.\n\n \n\nOur\npartnership with Istana Partners supports strategic growth initiatives and market expansion, while our collaboration with Insight Lab,\nInc. enhances our capabilities in data analytics, artificial intelligence, and data-driven decision-making. Our strategic alliance with\nNeosapience, a Korean company specializing in AI-powered content creation solutions, provides us with the capability to integrate AI\nvoices and virtual human features into our offerings, enabling more immersive and scalable content experiences.\n\n \n\nThrough\nour collaboration with COL Ltd., we leverage premium intellectual property, production expertise, and regional distribution strength\nto scale microdrama content across key markets. In addition, our partnerships with NewUnivrs and Chop Chop Systems strengthen our production\nand technology pipeline within the Yeon ecosystem, with NewUnivrs contributing creative development and production capabilities, and\nChop Chop Systems enabling platform integration and scalable deployment of microdrama applications.\n\n \n\nWe\nbelieve that these strategic alliances not only enhance the value of our solutions but also create mutually beneficial opportunities\nfor our partners, who are incentivized to collaborate and refer customers as part of a shared growth ecosystem.\n\n \n\n**Experienced\nand committed management team**\n\n \n\nWe\nhave an experienced management team, led by Mr. Kenneth Teck Chuan Tan, our Chairman and Chief Executive Officer, who has been instrumental\nin spearheading the growth of our Group. He has over eight years of experience in the live streaming, short videos, and e-commerce industries,\nand has held significant positions in leading corporations such as DeNA. Mr. Kenneth Teck Chuan Tan is primarily responsible for the\nplanning and execution of our Group’s business strategies, including product development, as well as managing our Group’s\nrelationships.\n\n \n\n 42\n\n \n\n \n\nOur\nother core executive team members also possess rich management experience from companies such as Samsung, Nexstreaming, and the Singapore\nMinistry of Education.\n\n \n\nAs\na company with roots in live streaming, short videos, and e-commerce, our corporate culture represents a confluence of entrepreneurship,\ncreativity, and strong execution capabilities. We are driven by a firm commitment to integrity and efficiency, which allows us to continuously\nevolve and adapt to the fast-changing Internet and e-commerce arena.\n\n \n\n**Stable\nrelationships with our major customers**\n\n \n\nSince\n2018, we have developed stable relationships with our major customers. We believe that our industry knowledge and ability to design,\ndevelop, and produce live commerce and shoppable short videos, to meet our customers’ requirements and specifications, and our\nability to integrate these solutions have been the key drivers for customers to utilize our BeLive Solutions.\n\n \n\n**Content\nMonitoring**\n\n \n\nWe\nare committed to complying with the applicable laws and regulations regarding the provision of content through the Internet. We leverage\nour technology to implement procedures to automatically remove inappropriate content with our system’s profanity filter. If requested\nby our customers to provide such services, we are capable of monitoring and screening text, images, and videos, and may intervene and\ndelete relevant content and images on client request and conduct follow-up reviews.\n\n \n\n**Intellectual\nProperty**\n\n \n\nWe\nrely on a combination of copyright and trademarks, as well as confidentiality procedures and contractual provisions, to protect our intellectual\nproperty rights. As of the date of this Annual Report, we have registered the trademark “BeLive” in eight jurisdictions,\nbeing Australia, Indonesia, Israel, Japan, Philippines, Singapore, Taiwan, and the United States. We have also registered the same trademark\nwith the Madrid System of the World Intellectual Property Organization and have designated its application to Australia, Israel, Japan,\nMalaysia, Philippines, Thailand, the United States, and Vietnam. In relation to the copyright which may subsist in our solutions, we\nare willing to grant our customers the license to use such copyright in our customer contracts where necessary.\n\n \n\nDespite\nour efforts to protect ourselves from infringement or misappropriation of our intellectual property rights, unauthorized parties may\nattempt to copy or otherwise obtain and use our intellectual property in violation of our rights. In the event of a successful claim\nof infringement against us, or our failure or inability to develop non-infringing intellectual property or to license the infringed or\nsimilar intellectual property on a timely basis, our business could be harmed.\n\n \n\n**Data\nSecurity and Protection**\n\n \n\nKeeping\nprivate data and sensitive information safe is integral to maintaining the trust from our customers and end users. The user privacy policy\non our platform describes our data use practices and how privacy works on our platform. Specifically, users are required to acknowledge\nthe terms and conditions of the user agreement before using our products or services, and we provide users with prior notice as to what\ndata are being collected and undertake to manage and use the data collected in accordance with applicable laws.\n\n \n\nIn\naddition, we use a variety of technologies to protect the data with which we are entrusted and are constantly reviewing and monitoring\nour internal data security practices. We also provide regular training and awareness programs to educate employees on the importance\nof information security and their responsibilities in relation to information management. Only authorized individuals who require the\ninformation to fulfil their job responsibilities have access to the relevant information and systems. For our external interfaces, we\nutilize firewalls, encryption, and other security controls to secure our networks from unauthorized access, use, disclosure, disruption,\nmodification, or destruction.\n\n \n\n 43\n\n \n\n** **\n\n**Employees**\n\n \n\nThe\nfollowing table sets forth a breakdown of our full-time employees by function and geographic location as of December 31,\n2025:\n\n \n\n  \nNumber of Employees \n\nFunction \nSingapore  \nVietnam  \nTotal \n\n  \n   \n   \n  \n\nManagement \n 4  \n 1  \n 5 \n\nSales and Marketing \n 3  \n 1  \n 4 \n\nProject Management \n 2  \n 1  \n 3 \n\nTechnical and Development \n 0  \n 16  \n 16 \n\nFinance, human resources, and administration \n 2  \n 2  \n 4 \n\n  \n    \n    \n   \n\nTotal \n 11  \n 21  \n 32 \n\n \n\nWe\nenter into employment contracts with our full-time employees which contain standard confidentiality and non-compete provisions.\n\n \n\nIn\naddition to salaries and benefits, certain employees may be granted options to purchase our Ordinary Shares pursuant to the Company’s\nshare option scheme 2023 (“Share Option Scheme 2023”) subject to the terms and conditions of the Share Option Scheme 2023.\nAdditionally, we are required under Singapore law to make monthly contributions to the central provident fund based on legislated rates\nfor our employees who are Singapore permanent residents. For BeLive Vietnam, we provide performance-based bonuses for our full-time employees\non a yearly basis.\n\n \n\nWe\nbelieve that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the\npast.\n\n \n\n**Labor\nunions, labor, and safety incidents**\n\n \n\nWe\nhave not set up a labor union for employees. We strive to maintain good relationships with our employees and provide them with a safe\nworking environment. During the fiscal years ended December 31, 2025, 2024, and 2023 and through the date of this Annual Report, our\nOperating Subsidiaries did not experience any form of industrial action of their employees or any work safety related incidents that\nled to material disruption of operations or claims against our Operating Subsidiaries.\n\n \n\n**Competition**\n\n \n\nAs\na leading player in the fast-growing live commerce and shoppable short videos industry, we face competition from providers of similar\nservices including but not limited to Bambuser and Firework. Our competitors may compete with us in a number of ways, including conducting\npromotions for their brands and solutions and other marketing activities. They may also attract enterprises through favorable fee arrangements\nand enter into exclusive contracts with them.\n\n \n\nSome\nof our overseas competitors may have greater financial, marketing, or technology resources than we do, which could enable them to respond\nmore quickly to technological innovations or changes in user demands and preferences and devote more resources towards the development\nand promotion of new solutions than we can.\n\n \n\nThe\nindustry is still at a development stage with our competitors operating in different domains and countries, serving varying enterprises\nand customer groups. We will remain competitive and attract, engage, and retain customers with the diversity of our product features,\nquality of user experience, brand reputation, and active customer relationship management. Our suite of services goes beyond providing\nan interface and focuses on providing answers best suited to the marketing needs of our clients.\n\n \n\n 44\n\n \n\n** **\n\n**Facilities**\n\n \n\nOur\nprincipal executive offices are located in Singapore and Vietnam. These facilities have an aggregate of approximately 3,545 square feet\nand currently accommodate our management headquarters, as well as most of our product development, sales and marketing, and general administrative\nactivities. Our main IT infrastructure includes cloud platforms on which our solutions operate and other microservices. We subscribe\nfor such services from major cloud infrastructure providers and other microservices providers globally.\n\n \n\nWe\nlease all of the facilities that we currently occupy. We have entered into a license agreement for our Singapore office situated at 26A\nAnn Siang Road, #03-00, Singapore 069706 from April 1, 2024 to December 31, 2026 at a monthly rent of S$8,000. We have also entered into\na new lease agreement for our Vietnam office situated at 1st floor of WMC Tower, 102A-B-C Cong Quynh Street, Pham Ngu Lao Ward, District\n1, Ho Chi Minh City, from January 20, 2025 to January 19, 2028. The monthly base rent under such lease is 37,710,000 VND until January\n19, 2027 and 39,970,000 VND from January 19, 2027 until January 19, 2028 (approximately S$1,900 and S$2,000, respectively), exclusive\nof management charges. We believe that our existing facilities are generally adequate to meet our needs for the foreseeable future.\n\n \n\n**Insurance**\n\n \n\nWe\nmaintain liability insurance against injuries, death, or losses due to fire and water leakage, as well as property insurance covering\ndamage to our occupied premises and facilities. Save for the above, we do not maintain any other liability insurance or property insurance\npolicies. Consistent with customary industry practice in Singapore and Vietnam, we do not maintain business interruption insurance, nor\ndo we maintain key-man life insurance.\n\n \n\n**Litigation**\n\n \n\nOn March 24, 2026, Plaintiffs Patrick Shane Johnson, Jack Pena, and Hitesh Dev filed a putative civil *class action*\ncomplaint before the Supreme Court of the State of New York, New York County (*Patrick Shane Johnson, et al. v. Syla Technologies\nCo., Ltd., et al.* (New York County Sup. Ct. Index No. 153671/2026). Plaintiffs, for themselves and others similarly situated,\nassert claims against approximately 47 issuers (including the Company), as well as a large number of underwriters and individuals. Although\nnone of the named Plaintiffs are alleged to be current or former shareholders of the Company, Plaintiffs assert claims against the Company\nfor violations of Sections 11 and 12 of the Securities Act of 1933 arising from alleged material misrepresentations or omissions in the\nCompany’s registration statement or prospectus issued in connection with the Company’s initial public offering. More specifically\nand similar to all of the named defendants-issuers, Plaintiffs allege that the Company purportedly failed to disclose that the Company’s\nshares were susceptible to pump-and-dump schemes, which Plaintiffs allege purportedly occurred and which schemes were conducted by unknown\nindividuals, or the defendants themselves. The Company has not yet been formally served with the Summons and Complaint filed in the action.\nShould the case proceed, the Company believes the claims asserted against it are legally defective and without merit, and the Company\nintends to vigorously defend the action.\n\n \n\nAs of the date of this Annual Report, other than the class action lawsuit described above, there are no material\nproceedings to which the Company, any director or officer of the Company, or any associate of any such director or officer, is a party\nthat is adverse to our Company or any of our subsidiaries or that has a material interest adverse to our Company or any of our subsidiaries.\nNo director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had\na bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal\noffense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been\nthe subject of any order, judgment, or decree of any court permanently or temporarily enjoining, barring, suspending, or otherwise limiting\nhis involvement in any type of business, or securities or banking activities during the past ten years. No current director or officer\nhas been found by a court to have violated a federal or state securities or commodities law during the past ten years.\n\n \n\nHowever,\nwe may from time to time after the date of this Annual Report become subject to claims and litigation arising in the ordinary course\nof business. One or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period\nin which such claim or litigation is resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly,\ndivert management’s attention, and may materially adversely affect our reputation, even if resolved in our favor.\n\n \n\n**Laws\nand Regulations Relating to Our Business in Singapore**\n\n \n\nThis\nsection sets forth a summary of the material laws and regulations that affect our Group’s business and operations in Singapore,\nand Vietnam. Information contained in this section should not be construed as a comprehensive summary nor detailed analysis of laws and\nregulations applicable to the business and operations of our Group. This overview is provided as general information only and not intended\nto be a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations\nof Singapore, and Vietnam on our business and operations.\n\n \n\n 45\n\n \n\n \n\nOur\nbusiness operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies\nand businesses incorporated and/or operating in Singapore.\n\n \n\n**Laws\nand regulations relating to our operations.**\n\n \n\n**Workplace\nSafety and Health Act**\n\n \n\nThe\nWorkplace Safety and Health Act 2006 of Singapore (the “WSHA”) provides that every employer has the duty to take, so far\nas is reasonably practicable, such measures as are necessary to ensure the safety and health of its employees at work. These measures\ninclude providing and maintaining for the employees a work environment that is safe, without risk to health, and adequate with regards\nto facilities and arrangements for employees’ welfare at work, ensuring that adequate safety measures are taken in respect of any\nmachinery, equipment, plant, article or process used by the employees, ensuring that the employees are not exposed to hazards arising\nout of the arrangement, disposal, manipulation, organization, processing, storage, transport, working or use of things in or near their\nworkplace and under the control of the employer, developing and implementing procedures for dealing with emergencies that may arise while\nthose persons are at work and ensuring that the employees at work have adequate instruction, information, training and supervision as\nis necessary for them to perform their work. The relevant regulatory body is the MOM.\n\n \n\nAny\nperson who breaches his duty under the WSHA is guilty of an offense and will be liable on conviction, in the case of a body corporate,\nto a fine not exceeding S$500,000 and if the contravention continues after the conviction, the body corporate shall be guilty of a further\noffense and will be liable to a fine not exceeding S$5,000 for every day or part thereof during which the offense continues after conviction.\nFor repeat offenders, where a person has on at least one previous occasion been convicted of an offense under the WSHA that causes the\ndeath of any person and that person is subsequently convicted of the same offense that causes the death of another person, the court\nmay, in addition to any imprisonment, if prescribed, punish the person, in the case of a body corporate, with a fine not exceeding S$1\nmillion and, in the case of a continuing offense, with a further fine not exceeding S$5,000 for every day or part thereof during which\nthe offense continues after conviction.\n\n \n\nUnder\nthe WSHA, it is the duty of any person who manufactures any machinery, equipment or hazardous substance (“MEHS”), which includes,\namong other things, welding equipment, for use at work to ensure, so far as is reasonably practicable, that (a) information regarding\nthe safe use of the MEHS is supplied for use at work (which should include precautions to be taken for the proper use and maintenance\nof such MEHS, the health hazards associated with the MEHS and the information relating to and the results of any examinations or tests\nof the MEHS that are relevant to its safe use); (b) the MEHS are safe, and without risk to health, when properly used; and (c) the MEHS\nare examined and tested in compliance with the obligation imposed by paragraph (b). The duties imposed on any person in respect of the\naforementioned shall (i) apply only if the MEHS are manufactured or supplied in the course of a trade or business carried on by the person\n(whether for profit or not); (ii) apply whether the MEHS are exclusively manufactured or supplied for use by persons at work; (iii) extend\nto the supply of the MEHS by way of sale, transfer, lease or hire and whether as principal or agent, and to the supply of the MEHS to\na person for the purpose of supply to others; and (iv) not apply to a person by reason only that the person supplies the machinery or\nequipment under a lease-purchase agreement, conditional sale agreement or credit-sale agreement to another (“customer”) in\nthe course of a business of financing the acquisition of the machinery or equipment by the customer from others. In the event any person\ncontravenes the relevant provision in the WSHA that imposes the aforementioned duty on such person, that person is guilty of an offense,\nand liable on conviction (in the case of a natural person) for a fine not exceeding S$200,000 or imprisonment for a term not exceeding\ntwo years or both, or (in the case of a body corporate) for a fine not exceeding S$500,000.\n\n \n\n 46\n\n \n\n \n\nFurther,\nthe Commissioner for Workplace Safety and Health (the “CWSH”) may serve a remedial order or a stop-work order in respect\nof a workplace if he is satisfied that (a) the workplace is in such condition, or is so located, or any part of the machinery, equipment,\nplant or article in the workplace is so used, that any work or process carried on in the workplace cannot be carried on with due regard\nto the safety, health and welfare of persons at work; (b) any person has contravened any duty imposed by the WSHA; or (c) any person\nhas done any act, or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety,\nhealth and welfare of persons at work. The remedial order shall direct the person served with the order to take such measures, to the\nsatisfaction of the CWSH, to, among other things, remedy any danger so as to enable the work or process in the workplace to be carried\non with due regard to the safety, health and welfare of the persons at work, whereas a stop-work order will direct the person served\nwith the order to immediately cease to carry on any work or process indefinitely or until such measures as are required by the CWSH have\nbeen taken, to the satisfaction of the CWSH, to remedy any danger so as to enable the work or process in the workplace to be carried\non with due regard to the safety, health and welfare of the persons at work, and shall specify the date on which such order is to take\neffect.\n\n \n\nPursuant\nto the Workplace Safety and Health (Noise) Regulations 2011 of Singapore (the “WSHNR”), the occupier of a workplace must\ntake reasonably practicable measures to reduce or control the noise from any machinery or equipment used or from any process, operation\nor work carried out by him in the workplace, so that no person at work in the workplace is exposed or likely to be exposed to excessive\nnoise. This may include replacing noisy machinery, equipment, processes, operations or work with less noisy machinery, equipment, processes,\noperations or work, and such other measures as prescribed under the WSHNR. Where it is not practicable to reduce the noise, the occupier\nof a workplace shall limit the duration of time persons at work are exposed to the noise in accordance with the time limits prescribed\nin the Schedule under the WSHNR. Any person who contravenes the aforementioned is guilty of an offense and is liable on conviction for\na fine not exceeding S$10,000, and in the case of a second or subsequent conviction, for a fine not exceeding S$20,000 or imprisonment\nfor a term not exceeding six months or both.\n\n \n\nPursuant\nto the Workplace Safety and Health (Risk Management) Regulations, the employer in a workplace is supposed to, among other things, conduct\na risk assessment in relation to the safety and health risks posed to any person who may be affected by his undertaking in the workplace,\ntake all reasonably practicable steps to eliminate or minimize foreseeable risks, implement measures or safety procedures to address\nthe risks, and to inform workers of the same, maintain records of such risk assessments and measures/safety procedures for a period of\nnot less than three years and submit such records to the CWSH when required by the CWSH from time to time. Any employer who fails to\ncomply with the aforementioned requirements is guilty of an offense and is liable on conviction for a fine not exceeding S$10,000 for\nthe first offense, and for a fine not exceeding S$20,000 for a subsequent offense or imprisonment for a term not exceeding six months\nor both.\n\n** **\n\n**Work\nInjury Compensation Act**\n\n \n\nThe\nWork Injury Compensation Act 2019 of Singapore (The “WICA”), which is regulated by the MOM, applies to all employees who\nare engaged under a contract of service or apprenticeship with an employer regardless of their level of earnings. The WICA does not cover\nself-employed persons or independent contractors. However, as the WICA provides that, where any person (referred to as the principal)\nin the course of or for the purpose of his trade or business contracts with any other person (referred to as the subcontractor employer),\nthe principal shall be liable to compensate those employees of the subcontractor employer who were injured while employed in the execution\nof work for the principal.\n\n \n\nThe\nWICA provides that if an employee dies or sustains injuries in a work-related accident or contracts occupational diseases in the course\nof the employment, the employer shall be liable to pay compensation in accordance with the provisions of the WICA. An injured employee\nis entitled to claim medical leave wages, medical expenses and lump sum compensation for permanent incapacity or death, subject to certain\nlimits stipulated in the WICA.\n\n \n\nAn\nemployee who has suffered an injury arising out of and in the course of his employment can choose to either:\n\n \n\n(a)\nreport the accident to his employer in order to submit a claim for compensation through the MOM without needing to prove fault or negligence\non anyone’s part. There is a fixed formula in the WICA for the amount of compensation to be awarded; or\n\n \n\n 47\n\n \n\n \n\n(b)\ncommence legal proceedings to claim damages under common law against the employer for breach of duty or negligence.\n\n \n\nDamages\nunder a common law claim are usually more than an award under the WICA and may include compensation for pain and suffering, loss of wages,\nmedical expenses, and any future loss of earnings. However, the employee must show that the employer has failed to provide a safe system\nof work, or breached a duty required by law or that the employer’s negligence caused the injury.\n\n \n\nUnder\nthe WICA, every employer is required to insure and maintain insurance under approved policies with an insurer against all liabilities\nwhich he may incur under the provisions of the WICA in respect of all employees employed by him, unless specifically exempted. Further,\nevery employer is required to maintain work injury compensation insurance for all employees engaged in manual work labor regardless of\ntheir salary level, as well as all employees doing non-manual work who earn S$2,100 or less a month. Failure to provide adequate insurance\nis an offense carrying a fine of up to S$10,000 or imprisonment for a term of up to 12 months, or both. For further information on our\nGroup’s insurance policies, please refer to the section headed “Business – Insurance.”\n\n \n\n**Employment\nAct**\n\n \n\nThe\nEmployment Act 1968 of Singapore (the “Employment Act”) is the main legislation governing employment in Singapore and is\nadministered by the MOM. The Employment Act covers every employee who is under a contract of service with an employer and includes a\nworkman (as defined under the Employment Act) but does not include, among others, any person employed in a managerial or executive position\n(subject to the exceptions set out below). The definition of “employee” under the Employment Act does not extend to freelance\ncontractors who have entered into a contract for service. Accordingly, freelance contractors are not considered to be employees of our\nGroup.\n\n \n\nA\nworkman is defined under the Employment Act as including, among others, (a) any person, skilled or unskilled, who has entered into a\ncontract of service with an employer in pursuance of which he is engaged in manual labor, including any apprentice; and (b) any person\nemployed partly for manual labor and partly for the purpose of supervising in person any workman in and throughout the performance of\nhis work.\n\n \n\nCore\nemployment provisions of the Employment Act, such as public holiday and sick leave entitlements, minimum days of annual leave, payment\nof salary and allowable deductions and release for wrongful dismissal, cover all employees, including persons employed in a managerial\nor executive position, except public servants, domestic workers, seafarers, and those who are covered separately.\n\n \n\nIn\naddition to the core employment provisions of the Employment Act, Part IV of the Employment Act contains provisions relating to, among\nother things, working hours, overtime, rest days, holidays, annual leave, payment of retrenchment benefit, priority of retirement benefit,\nannual wage supplements and other conditions of work or service (“Part IV”). However, such Part IV provisions only apply\nto: (a) workmen earning basic monthly salaries of not more than S$4,500; and (b) employees (excluding workmen) earning basic monthly\nsalaries of not more than S$2,600.\n\n \n\nAn\nemployer who breaches any provision of Part IV of the Employment Act is guilty of an offense and is liable on conviction for a fine not\nexceeding S$5,000, and for a second or subsequent offense a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months\nor both.\n\n \n\nFrom\nApril 1, 2016, employers are required to issue to their employees who are covered by the Employment Act and who are employed for 14 days\nor more a written record of the key employment terms of the employee. The key employment terms required to be provided (unless inapplicable\nto such employee) include, among other things, working arrangements (such as daily working hours, number of working days per week and\nrest day(s)), salary period, basic salary, fixed allowances and deductions, overtime rate of pay, types of leave and other medical benefits.\n\n \n\n 48\n\n \n\n \n\n**Data\nProtection**\n\n* *\n\nThe\nPDPA generally requires organizations to give notice and obtain consents prior to collection, use or disclosure of personal data (being\ndata, whether true or not, about an individual who can be identified from that data or from that data and other information to which\norganizations have or are likely to have access), and to provide individuals with the right to access and correct (any error or omission\nin) their own personal data. Organizations have mandatory obligations to assess if the data breaches they suffer are notifiable data\nbreaches and are required to notify the PDPC and the affected individuals where the data breach is of a certain severity (where the data\nbreach results in or is likely to result in significant harm to the affected individual, and/or is, or is likely to be of significant\nscale). The PDPA also imposes various baseline obligations on organizations in connection with permitted uses of, accountability for,\nthe protection of, the retention of, and overseas transfers of, personal data. In addition, the PDPA requires organizations to check\n“Do-Not-Call” registries prior to sending marketing messages (whether in sound, text, visual or other forms) addressed to\nSingapore telephone numbers (or other telephone numbers as may be prescribed), through voice calls, fax, text messages or other means.\n\n \n\nThe\nPDPA creates various offenses in connection with the improper use and/or disclosure of personal data, certain methods of collecting personal\ndata and certain failures to comply with the requirements under the PDPA. These offences may be applicable to organizations, their officers\nand/or their employees. Offenders are liable on conviction to fines and/or imprisonment. The PDPA empowers the PDPC with significant\nregulatory powers to ensure compliance with the PDPA, including powers to investigate, give directions and impose a financial penalty\nof up to SGD1 million on convicted organizations and SGD200,000 in the case of an individual. In addition, the PDPA creates a right of\nprivate action, pursuant to which the Singapore courts may, upon such persons’ application, grant damages, injunctions, declarations,\nand such other relief the courts deem fit to persons who suffer loss or damages directly as a result of contraventions of certain requirements\nunder the PDPA.\n\n \n\nThe\nPDPA was last amended by the Personal Data Protection (Amendment) Act 2020 (the “Amendment Act”), which is only partially\nin force. As of the date of this Annual Report, key portions of the Amendment Act not yet in force include a requirement for organizations\nto transfer personal data of an individual (that is held in electronic form) to a different organization where requested by the individual\n(generally referred to as “data portability”), and enhanced financial penalties (for organizations with more than SGD10 million\nannual turnover in Singapore, the maximum financial penalty the PDPC may impose will be 10% of their annual turnover in Singapore, or\nin any other case, SGD1 million).\n\n \n\n**Central\nProvident Fund Act**\n\n* *\n\nThe\nCentral Provident Fund (“CPF”) system is a mandatory social security savings scheme funded by contributions from employers\nand employees. Pursuant to the Central Provident Fund Act 1953 of Singapore (“CPFA”), an employer is obliged to make CPF\ncontributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore by an employer (save\nfor employees who are employed as a master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners).\nCPF contributions are not applicable for foreigners who hold employment passes, S passes or work permits. CPF contributions are required\nfor both ordinary wages and additional wages (subject to an ordinary wage ceiling and a yearly additional wage ceiling) of employees\nat the applicable prescribed rates which is dependent on, among other things, the amount of monthly wages and the age of the employee.\nAn employer must pay both the employer’s and employee’s share of the monthly CPF contribution. However, an employer can recover\nthe employee’s share of CPF contributions by deducting it from their wages when the contributions are paid for that month.\n\n \n\nWhere\nthe amount of the contributions which an employer is liable to pay under the CPFA in respect of any month is not paid within such period\nas may be prescribed, the employer shall be liable for the payment of interest on the amount for every day the amount remains unpaid\ncommencing from the first day of the month succeeding the month in respect of which the amount is payable and the interest shall be calculated\nat the rate of 1.5% per month or the sum of S$5, whichever is greater. Where any employer who has recovered any amount from the monthly\nwages of an employee in accordance with the CPFA fails to pay the contributions to the CPF within such time as may be prescribed, he\nwill be guilty of an offense and will be liable on conviction for a fine not exceeding S$10,000 or imprisonment for a term not exceeding\nseven years or both. Where an offense has been committed under the CPFA but there are no penalties provided, the offender may be liable\nfor a fine not exceeding S$5,000 or imprisonment for a term not exceeding six months or both, and where the offense is repeated by the\nsame offender, the offender may be liable for a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months or both.\n\n \n\n49\n\n \n\n \n\n**Intellectual\nProperty Rights**\n\n* *\n\nInventions\nare protected in Singapore under the Patents Act 1994 of Singapore and may be registered either through a domestic application filed\nwith the Registry of Patents within the Intellectual Property Office of Singapore (the “IPOS”) or an international application\nfiled in accordance with the Patent Cooperation Treaty, with the Registry of Patents acting as the receiving office for the application.\nA patent may be granted for an invention which is a product or a process, and such invention must (a) be new; (b) involve an inventive\nstep (being a step that is not obvious to a person who is skilled in the relevant art); (c) be capable of industrial application; and\n(d) not encourage offensive, immoral, or anti-social behavior through its publication or exploitation.\n\n \n\nTrademarks\nmay be protected both under the Trade Marks Act 1998 of Singapore (the “TMA”) and under common law. These two systems are\nindependent of each other. Protection under the TMA is conditional upon registration of the trademark with the Registry of Trade Marks\nwithin the IPOS. There are three key criteria for registration: the subject matter must be (a) a “trademark,” which is any\nsign capable of being graphically represented that is used, or proposed to be used, by a trader to distinguish his goods or services\nfrom those of other traders; (b) “distinctive,” if it is not descriptive of those goods or services. It is a question of\ndegree in every case whether the sign is so descriptive of the goods or services in question that it will be refused registration; and\n(c) does not conflict with an earlier trademark, that is an earlier registered trademark or a trademark (whether registered or not) which\nis well known in Singapore.\n\n \n\nCopyrights\nare protected in Singapore under the Copyright Act 2021. Copyright protection extends to any original work, including computer software\nand programs. Registration is not necessary for copyright protection in Singapore, but it provides proof of ownership for maximum protection.\nUnder the Copyright Act 2021, the content creator is the default copyright owner, including for all types of commissioned content with\nthe exception of employee-created content created by employees in the course of their employment, in which case the employer is the default\ncopyright owner.\n\n \n\n**Laws\nand Regulations Relating to Taxation.**\n\n \n\nThe\nsummary below of certain taxes in Singapore is of a general nature and based on current tax laws in Singapore and regulations and decisions\nnow in effect, all of which are subject to change (possibly with retroactive effect). These laws and regulations are also subject to\nvarious interpretations and the relevant tax authorities, or the courts of Singapore could later disagree with the explanations or conclusions\nset out below. This summary is not intended to constitute a complete analysis of the taxes mentioned. It is not intended to be and does\nnot constitute legal or tax advice. Prospective investors should consult their own tax advisers concerning the application of Singapore\ntax laws to their situation.\n\n \n\n**Corporate\nTax**\n\n \n\nWith\neffect from year of assessment 2010, a company is taxed at a flat rate of 17% on its chargeable income regardless of whether it is a\nlocal or foreign company. Eligible companies enjoy partial tax exemption prevailing from time to time at reduced tax rates for part of\nthe chargeable income. In addition, the Singapore government from time to time also grants companies corporate income tax rebates. Since\n2021, the Singapore Government has stopped giving rebates.\n\n \n\n**Dividend\nDistributions**\n\n \n\nSingapore\nadopts a one-tier corporate taxation system. Under this system, tax collected from a company resident in Singapore is a final tax and\nthe after-tax profits of the company resident in Singapore may be distributed to the shareholders as dividends that are non-taxable.\nThese dividends are exempt from Singapore tax in the hands of the shareholders.\n\n \n\nSave\nfor any distribution of real estate investment trusts, Singapore does not impose withholding tax on dividends paid to resident or non-resident\nshareholders.\n\n \n\n50\n\n \n\n \n\n**Goods\nand Services Tax**\n\n \n\nThe\nGoods and Services Tax (“GST”) in Singapore is a consumption tax levied on the import of goods into Singapore, and nearly\nall supplies of goods and services in Singapore at the prevailing rate of 7%. The Singapore government announced in Budget 2018 that\nthe GST rate will increase from 7% to 9% sometime between 2021 and 2025, and further announced in Budget 2020 that the GST rate will\nremain at 7% in 2021. In Budget 2022, the Singapore government announced that the GST rate will be increased from 7% to 8% with effect\nfrom 1 January 2023, and from 8% to 9% with effect from 1 January 2024. The GST rate in Singapore remains at 9% in 2025 and 2026.\n\n \n\n**Laws\nand Regulations Relating to our Business in Vietnam**\n\n \n\nOur\nbusiness operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies\nand businesses incorporated and/or operating in Vietnam.\n\n \n\n**Laws\nand regulations relating to our operations**\n\n* *\n\n**Regulations\non Data Protection and Information Security**\n\n** **\n\nVietnam\ndoes not currently have any specialized laws regulating data privacy. Regulations on personal data protection are provided in a number\nof legal regulations, including but not limited to Vietnam’s Constitution, Vietnam’s Civil Code 2015, the Law on Electronic\nTransactions No. 51/2005/QH11, the Law on Information Technology No. 67/2006/QH11, the Law on Protection of Consumers’ Rights No.\n59/2010/QH12, the Law on Cybersecurity No. 24/2018/QH14, the Law on Cyber Information Security No. 86/2015/QH13, the Law on Access to\nInformation No. 104/2016/QH13 and the respective implementing regulations. Among these laws, the Law on Cybersecurity is considered the\nmost dominant and influential.\n\n \n\nOn\nNovember 19, 2015, the Vietnam National Assembly issued the Law on Cyber Information Security, which sets forth regulations on cyber\ninformation security. Accordingly, individuals and companies must implement measures to assure the security of cyber information. For\nexample, entities providing information technology services must comply with regulations on the storage and use of personal information,\napply blocking and handling measures upon receipt of a notice that sending such information is illegal, and implement measures to allow\nrecipients to refuse the receipt of information. The regulation that attracts the most concern by businesses and public opinion requires\nthat any on-shore and off-shore entity that collects, uses, analyzes, or processes: (i) personal information data; (ii) service users’\nrelations; or (iii) data created by service users, must store those data within Vietnam.\n\n \n\nOn\nFebruary 9, 2021, the Ministry of Public Security issued a draft decree on personal data protection. This Decree, after being promulgated,\nwill be Vietnam’s first comprehensive law on personal data and shall regulate personal data processing, personal data protection\nmeasures, the Personal Data Protection Commission, the handling of personal data breaches and the responsibility of relevant agencies,\norganizations, and individuals in respect of personal data protection.\n\n \n\nOn\nMarch 7, 2022, the government of Vietnam issued a resolution to approve, amongst others, the contents of the draft decree on personal\ndata protection by the Ministry of Public Security, following which the decree on personal data protection is expected to be put into\neffect in the near future.\n\n \n\nOn\nApril 17, 2023, the government passed the Decree No. 13/2023 on protection of personal data, which came into effect on July 1, 2023 (“Decree\nNo. 13/2023”). This decree imposes significant changes and numerous obligations on entities in the collection, analysis, processing,\nand storage of personal data.\n\n \n\nSince\nthe effect of Decree No.13/2023, the Ministry of Public Security will be the main authority assisting the government in uniform state\nmanagement of personal data protection.\n\n \n\nAccording\nto Decree No. 13/2023, the processing of personal data refers to one or multiple activities that impact on personal data, including collection,\nrecording, analysis, confirmation, storage, rectification, disclosure, combination, access, traceability, retrieval, encryption, decryption,\ncopying, sharing, transmission, provision, transfer, deletion, destruction, or other relevant activities.\n\n \n\n51\n\n \n\n \n\nThe\nfundamental principles for the processing of personal data are as follows: (i) the personal data shall be processed for the purposes\nthat have been registered and declared by controllers, processors, the controller-cum-processors, and the third parties; (ii) collection,\nstorage, use, disclosure, and transfer of any information which are the personal data of any individual must be notified to and consented\nby such individual, unless otherwise required by the competent authority or by law; (iii) the scope and purpose of the collection and\nuse of the personal data of an individual must be clearly and openly notified to and consented by such individual; (iv) the purchase\nand sale of personal data are prohibited in any form; and (v) the collected information must be protected and secured throughout the\nprocessing.\n\n \n\nThe\ncollection, processing, and use of personal data in the network environment are also subject to the following additional principles:\n(i) the relevant individual must be informed of the following details: the form and place of data collection and processing, and the\nscope and purpose of the collection and use of the personal data; (ii) the collected personal data must only be stored for a given period\nas required by law or as agreed by the relevant parties; (iii) necessary managerial and technical measures must be taken to ensure that\npersonal data shall not be lost, stolen, disclosed, modified, or destroyed; and (iv) necessary measures must be immediately taken upon\nthe receipt of a request to re-inspect, correct, or destroy information; such personal data should not be provided or used until such\nmatter is corrected.\n\n \n\nThe\nprocessing of personal data does not require the data subject’s consent in certain cases: (i) to protect the life and health of\nthe data subject or others in an emergency situation; (ii) disclosure of personal data in accordance with the law; (iii) processing of\npersonal data by competent regulatory authorities in the event of a state of emergency regarding national defense, security, social order\nand safety, major disasters, or dangerous epidemics; when there is a threat to security and national defense but not to the extent of\ndeclaring a state of emergency; to prevent and fight riots and terrorism, crimes, and law violations according to the provisions of law;\n(iv) to fulfill obligations under contracts of the data subjects with relevant agencies, organizations, and individuals as prescribed\nby law; and (v) to serve authorities’ operations as prescribed by relevant laws.\n\n \n\nIf\npersonal data is transferred outside of Vietnam, the sender, who may be controller, the controller-cum-processor, the processor, and\nthe third party, is required to conduct an assessment of the impact of this activity and submit it to the Ministry of Public Security.\n\n \n\n**Regulations\non Intellectual Property Rights**\n\n** **\n\nIntellectual\nproperty rights in Vietnam are governed by the Law on Intellectual Property, together with certain international agreements to which\nVietnam is a signatory (such as Vietnam’s WTO commitments on Trade-Related Aspects of Intellectual Property and the Madrid Agreement\nConcerning the International Registration of Marks). Since the Law on Intellectual Property passed and came into effect in 2005, it has\nbeen amended three times, in 2009, 2019, and 2022.\n\n \n\nIn\nVietnam, not all types of intellectual property rights are required to be registered for recognition and protection.\n\n \n\nCopyrights\nand related rights, trade names, trade secrets, and protection against unfair competition do not require registration.\n\n \n\nOn\nthe other hand, other intellectual property rights such as industrial properties (including patents, industrial designs, layout designs,\ntrademarks, or geographical indications) and plant variety rights must undergo a registration process to obtain titles.\n\n \n\nWhile\ncopyright registration with the Department of Copyright of Vietnam is optional, it helps establish a strong legal basis in case of infringement.\nThe administration and registration of these intellectual property rights are handled by the National Office of Intellectual Property\nof Vietnam (for industrial properties) or the Department of Crop Production of Vietnam (for plant variety rights).\n\n \n\n52\n\n \n\n \n\n**Regulations\non Labor**\n\n** **\n\nVietnam’s\nlatest Labor Code, which passed by the National Assembly on November 20, 2019, along with a number of guiding instruments, regulates\nthe relationship between employers and employees in Vietnam, including both Vietnamese nationals and expatriates. It specifies that an\nemployment contract must be made in writing. Whether in physical form or electronic data form, an employment contract shall have the\nsame legal value. There are broadly two types of labor contracts: indefinite term contracts, and fixed term contracts. An employer is\nonly permitted to offer two consecutive fixed term contracts, subsequent to which the employment contract must be an indefinite term\ncontract. Except for expatriates, their employment contract shall align with the duration of their obtained work permits.\n\n \n\nVietnam\nhas a particularly employee friendly labor law regime. Employees are entitled to statutory benefits payable by the employer, including\nhealth, social and unemployment insurance. Employees have the freedom to unilateral terminate the employment contracts, provided that\nthey comply with prior notice period. On the other hand, employers are not only bound by the prior notice period but also by statutory\nreasons for termination.\n\n \n\nComplying\nwith a lay-off process can be challenging and time-wasting as it involves multiple steps and requires engagement with the authorities.\nHowever, offering compensation is a popular option when employers aim to reach a mutual agreement on termination, save for instances\nof dismissal for cause. Moreover, non-compete, non-solicitation and any other labor contract clauses which may be deemed to interfere\nin a person’s right to seek employment are difficult, if not impossible, to enforce. The level of compromise and suitability of\ninterests is an important factor to consider when accessing the enforceability of such clauses. As an additional piece of information,\nthere were cases where the courts and arbitrations recognized the validity of non-competition agreements.\n\n \n\n**Laws\nand regulations relating to our investment**\n\n* *\n\n**Regulations\non Foreign Exchange**\n\n** **\n\nVietnam\ndoes not possess a fully liberalized foreign exchange control regime, and the use, exchange, and remittance of foreign currencies are\nregulated by the Ordinance on Foreign Exchange Control and its guiding instruments, along with miscellaneous regulations on inward investment.\n\n \n\nThe\nuse of, and exchange of foreign currencies for, Vietnamese Dong, is broadly dependent on whether such foreign currencies are used for\ncapital investment purposes or general transactional purposes. Capital investment comprises both indirect investment and direct investment,\nwith direct investment defined as any foreign investment where the investor injects capital or purchases shares or capital from existing\nshareholders or members of the invested company. Foreign currencies and Vietnamese Dong are permitted to be used for direct investments\nand only Vietnamese Dong may be used for indirect investments. All capital investments into Vietnam, whether direct or indirect, must\nbe made through specialized investment capital bank accounts, and any dividend distributions and returns of capital from such investments\nmust be made through the same accounts. There are no foreign exchange control or remittance restrictions imposed on amounts held in such\ninvestment capital bank accounts.\n\n \n\nVietnamese\nDong held in current accounts can generally be freely exchanged for foreign currency and subsequently remitted offshore, provided that\nthe origin of such amounts and the reason for the exchange and remittance are legitimate and legal. Contracts for the supply of goods\nor services entered into between a Vietnamese individual or company and a foreign company are one of the valid bases for such foreign\ncurrency exchange transactions. However, if the Vietnamese company and the foreign company have a parent relationship, such contracts\nmay be considered as related-party transactions and must comply with the requirements for submitting reports as prescribed by Decree\nNo. 132/2020/ND-CP which governs tax administration for enterprises engaged in related-party transactions.\n\n \n\n53\n\n \n\n \n\n**Foreign\nInvestment Policy**\n\n \n\nForeign\ninvestment into Vietnam will be subject to international treaties to which Vietnam is a member and other domestic laws. According to\nthe Commercial Law 2005, there are three types  of commercial presences that foreign investors are allowed to establish in Vietnam:\n(i) representative office; (ii) branches; or (iii) establishing new enterprises in Vietnam. Under the Law on Investment 2020, foreign\ninvestors may invest in Vietnam in several forms, including (i) establishing new enterprises in Vietnam; (ii) acquiring shares of existing\nlocal enterprises in Vietnam; and (iii) entering into public private partnership (PPP) and business cooperation contract (BCC) arrangements.\n\n \n\nThe\nLaw on Investment 2020 introduces a list of market access conditions that are applicable to foreign investors engaging in certain conditional\nbusiness sectors in Vietnam. Vietnam shall apply full national principles where foreign investors are entitled to the same market access\nconditions as applicable to domestic investors except for those business sectors explicitly set out in the list. Conditional rules apply\nto foreign investors when making investments in Vietnam, including:\n\n \n\n \n(i)\nrequirement\nof additional licenses or operational contents;\n\n \n(ii)\nforeign\nownership restrictions in specific business sectors;\n\n \n(iii)\nform\nof investment and involvement of local partner;\n\n \n(iv)\nfinancial\ncapacity of the investors; and\n\n \n(v)\nother\nconditions specified in international treaties to which Vietnam is a member.\n\n \n\n**Foreign\nexchange management for foreign investment activities in Vietnam**\n\n \n\nCircular\n06/2019/TT-NHNN came into effect on June 26, 2019 providing guidance on foreign exchange management for foreign direct investment in\nVietnam (“Circular 06”).\n\n \n\nUnder\nthe provisions of Circular 06, wholly foreign invested enterprises (“FIE”) shall be obliged to open and use direct investment\ncapital accounts (DICAs) at permitted financial institutions with the aim of controlling their investment activities and transactions\nin Vietnam. DICAs can be opened in Vietnamese Dong or foreign currency. Regarding DICAs in foreign currency, the following revenue and\nexpenditure transactions must be made through DICAs:\n\n \n\n(i)\nForeign loan receipt and repayment - Any amount of borrowing and repayment of foreign loans of FIEs must be conducted in accordance with\nthe prevailing regulations on foreign loans in Vietnam, which provides that it is mandatory for medium- and long-term loans to go through\nDICAs but optional for short-term loans;\n\n \n\n(ii)\nPayment for capital transfers in merger and acquisition transactions, except for transactions between non-resident investors. Non-resident\ninvestors selling their equity interest in a Vietnamese company to other non-resident investors are permitted to receive the payment\nof the purchase price directly into their overseas bank accounts (i.e., without transiting through DICAs in Vietnam);\n\n \n\n(iii)\nInvestment capital contribution made by foreign investors;\n\n \n\n(iv)\nOverseas transfer of profits and legal revenues from foreign direct investment in Vietnam of the foreign investors; and\n\n \n\n(v)\nOther lawful revenues and expenditures in Vietnam relating to foreign direct investment in Vietnam.\n\n \n\n**Regulations\non Profit Remittance Abroad**\n\n \n\nUnder\nCircular No. 186/2010/TT-BTC, remittance of profit abroad can be categorized as either (i) annual profit remittance abroad, which is\napplicable upon the expiry of the relevant fiscal year; or (ii) profit remittance abroad upon ceasing of direct investment in Vietnam,\nwhich is a one-time profit remittance to abroad and is applicable when the foreign investors cease their investment activities in Vietnam.\nIn either case, foreign investors shall only be allowed to remit their profits, which they have legally earned through their enterprises,\nafter successfully receiving evidence of tax clearance issued by the tax authorities certifying that all taxes due from their respective\nenterprises up to the end of the fiscal year have been paid. Foreign investors are required to submit the Notice of Transfer of Profits\nAbroad to local tax authorities at least seven days before the remittance.\n\n \n\nHowever,\nnot all profits generated during the fiscal year may be remitted abroad. For instance, foreign investors will not be entitled to make\nremittance of profit abroad if the financial statements indicate that there is a remaining deficit from prior fiscal years.\n\n \n\nUnder\nDecree No. 70/2014/ND-CP, if the profits are in Vietnamese Dong, foreign investors are entitled to purchase foreign currencies at permitted\nfinancial institutions and remit the profits abroad in foreign currencies provided the remittance is done within 30 business days from\nthe date the foreign currencies were purchased.\n\n \n\n54\n\n \n\n \n\n**Financial\nSupport Provided by Offshore Entities**\n\n** **\n\nFinancial\nsupport in the form of loans, direct cash injections, and guarantees provided by an offshore entity to a Vietnam entity is permitted\nunder Vietnamese laws, including Vietnam’s foreign exchange control regime. Convertible loan to shares is a popular loan settlement\noption. On September 30, 2022, the State Bank of Vietnam passed the Circular No. 12/2022/TT-NHNN, which replaced the previous regulations.\nLoans provided by offshore lenders to Vietnam entities with a term of more than 12 months must be registered with the State Bank of Vietnam\nand must satisfy certain conditions with respect to the term, type, and purpose of the loan. There is no dollar amount limitation imposed\non any of the foregoing financial support mechanisms. It is significant to note that loans provided by offshore lenders can be used by\nthe Vietnamese entities to restructure their other foreign debts, but not their domestics debts."}