NASDAQ: ATPC

The
Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company is to
supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation,
anti-aging and products designed to improve the overall health system of the human body and various wellness programs.

The
Company is positioning itself for sustainable growth by diversifying its operations into the domain of renewable energy. This initiative
is founded upon our commitment to environmental responsibility, long-term value creation, and proactive adaptation to global energy trends.
On January 3, 2024, the Company formed an equity method investment entity, OIE ATPC Holdings (M) Sdn. Bhd. with Oriental Industries Enterprise
(M) Sdn. Bhd. (“OIE”), which the Company and OIE each own 50% of the equity interest. On March 14, 2024, the Company acquired
50% of OIE ATPC Holdings (M) Sdn. Bhd. equity interest from OIE, subsequently the entity becomes a wholly owned subsidiary of the Company.
On June 7, 2024, the entity changed its name to ATPC Green Energy Sdn. Bhd (“AGE”).

On
September 19, 2024, AGE increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share.

On
January 8, 2024, AGE formed a wholly own entity, OIE ATPC Exim (M) Sdn. Bhd (“ATPC Exim”). However, the Company had decided
not to proceed with the continued development of ATPC Exim. There is no impact to the Group’s operation.

On
December 25, 2024, the Company incorporated ATPC Technology Private Limited (“ATPC Tech”) in China, a wholly owned subsidiary
of AATP HK to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online
consultations, chronic disease management, and robust supply chain services catering to ASEAN market.

The
accompanying consolidated financial statements reflect the activities of the Company, AATP LB, AATP HK, CEDAR, ASL, DSY Wellness, AGE,
ATPC Exim, ATPC Tech and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 4).

4

Details
of the Company’s subsidiaries:

Subsidiary
company name

Place
and date of incorporation

Particulars
of issued capital

Principal
activities

Proportional
of ownership interest and voting power held

1.
Agape
ATP Corporation

Labuan,
March 6, 2017

100
shares of ordinary share of US$1 each

Investment
holding

100%

2.
Agape
ATP International Holding Limited

Hong
Kong, June 1, 2017

1,000,000
shares of ordinary share of HK$1 each

Wholesaling
of health and wellness products; and health solution advisory services

100%

3.
Agape
Superior Living Sdn. Bhd.

Malaysia,
August 8, 2003

9,590,598
shares of ordinary share of RM1 each

Health
and wellness products and health solution advisory services via network marketing

99.99%

4.
Agape
S.E.A. Sdn. Bhd.

Malaysia,
March 4, 2004

2
shares of ordinary share of RM1 each

VIE
of Agape Superior Living Sdn. Bhd.

VIE

5.
Cedar
ATPC Sdn. Bhd. (formerly known as Wellness ATP International Holdings Sdn. Bhd.)

Malaysia,
September 11, 2020

100
shares of ordinary share of RM1 each

The
promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events
and campaigns

100%

6.
DSY
Wellness International Sdn Bhd.

Malaysia,
November 11, 2021

1,000
shares of ordinary share of RM1 each

Provision
of complementary health therapies

60%

7.
ATPC
Green Energy Sdn. Bhd. (Formerly known as OIE ATPC Holdings (M) Sdn. Bhd.)

Malaysia,
March 14, 2024

1,000,000
shares of ordinary share of RM0.01 each

Renewable
energy

100%

8.
OIE
ATPC Exim (M) Sdn. Bhd.

Malaysia,
March 14, 2024

1,000
shares of ordinary share of RM1 each

Renewable
energy

100%

9.
ATPC
Technology Private Limited

China,
December 25, 2024

50,000
shares of ordinary share of CNY1 each

Digital
wellness platform

100%

5

Business
Overview

The
Company is a provider of health and wellness products and advisory services in the Malaysian market. The Company pursue the mission of
helping people to create health and wealth by providing a financially rewarding business opportunity to distributors and quality products
to distributors and customers who seek a healthy lifestyle. The Company believe the quality of the products coupled with the effectiveness
of the distribution network have been the primary reasons for the success and will allow the Company to pursue future business expansion.
In order to further the supply chain, on May 8, 2020, the Company acquired 99.99% of Agape Superior Living Sdn Bhd, with the goal of
securing an established network marketing sales channel that has been in existence in Malaysia for the past 15 years. On September 11,
2020, the Company incorporated Wellness ATP International Holdings Sdn. Bhd., a wholly owned subsidiary in Malaysia, with the aim to
pursue the business of promoting wellness and wellbeing lifestyle of the community through the provision of services including online
editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle.

ASL
offers two series of products: ATP Zeta Health Program and E.A.T.S. The ATP Zeta Health Program is a health program designed to assist
in the elimination of various diseases caused by environmental pollutants, unhealthy dietary intake and unhealthy lifestyles. The program
aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled
dieticians. The Easy and Tasty Series (“E.A.T.S”) is crafted to bring nutritious lifestyle in convenient approach to maintain
healthy living.

The
establishment of DSY Wellness is a further expansion of the business into the health and wellness industry. Mr. Steve Yap readily owns
33 proprietary formulas for treating non-communicable disease which he has agreed to bring into the company for joint commercialization.
Mr. Steve Yap also has existing clients receiving traditional complimentary medicine or “TCM” in Indonesia and China.

The
Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution
advisory services; and therefore, incorporated CEDAR. Upon its establishment, CEDAR started collaborating with ASL to carry out various
wellness programs.

AGE
delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieve energy efficiency
and carbon neutrality for a healthier environment.

ATPC
Technology Private Limited (“ATPC Tech”) intend to collaborate with local IT expertise to develop comprehensive digital wellness
platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN
market.

Our
Products

We
offer two series of products: (i) ATP Zeta Health Program and (ii) E.A.T.S. in ASL.

The
ATP Zeta Health Program is a health program designed to promote health and general wellbeing, as well as to prevent diseases caused by
polluted environments, unhealthy dietary intake and unhealthy lifestyles. At its core, the ATP Zeta Super Health Program is focused upon
biological energy, Adenosine Triphosphate (ATP), at the cellular level. The stimulation of ATP production at the cellular level can increase
an individual’s metabolic rate in order to promote and maintain normal and healthy functioning of the body’s systems. Our
program emphasizes nutrient absorption through the membrane ion channel in order to provide complete and balanced nutrients to improve
cellular health. Thus, ATP Zeta Super Health Program provides ionized and high zeta potential (high bioavailability) nutrients to enhance
the absorption at the cellular level.

The
E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living.

DSY
Wellness provides complementary health therapies based on the health screening test report to prescribe the products and therapies.

AGE
provides products, technical knowledge and solutions for sustainability, energy savings and promoting environmental stewardship.

CEDAR
provides skin care products and healthcare products and provide training courses to the customers.

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Our
Business Model

We
believe that the direct-selling channel is ideally suited to marketing our products, because sales of health solution and personal care
products are strengthened by ongoing personal contact between retail consumers and distributors. This personal contact may enhance consumers’
nutritional and health education and motivate consumers to begin and maintain wellness. In addition, by using our products themselves,
distributors can provide first-hand testimonials of product effectiveness, which can serve as a powerful sales tool.

We
are focused on building and maintaining our distributor network by offering financially rewarding and flexible career opportunities through
the sale of quality, innovative products to health-conscious consumers. We believe the income opportunity provided by our bonus program
appeals to a broad cross-section of our members, particularly those seeking to supplement family income, start a home business or pursue
entrepreneurial, full and part-time, employment opportunities. Our distributors, who are all independent third parties, profit from selling
our products and also earning bonuses through performance of their network group, the establishment of their own network group and the
performance of distributors recruited under their own network group. Top performing distributors with their own physical stores may also
become stockists of the Company, whereby they enjoy benefits such as maintaining a certain amount of the Company’s inventory in
their store premises, with the requirement that all product sales are monitored through our centralized stock tracking system and accounted
back to us. The stockists have the option of returning or exchanging any unsold inventory consigned to them.

We
enable distributors to maximize their potential by providing a broad array of motivational, educational and support services. We motivate
our distributors through our performance-based compensation plan, product-training seminars, workshops and participation in routine promotional
activities.

We
are committed to providing professionally designed educational training materials that our distributors can use to enhance recruitment
and to maximize their sales. We conduct several training sessions per year to motivate our distributors. These training events teach
our distributors not only how to develop invaluable business-building and leadership skills, but also how to differentiate our products
with their consumers, including information sessions presented by in-house nutritional consultants.

Our
corporate-sponsored training events provide a forum for distributors, who otherwise operate independently, to share ideas with us and
each other. In addition, we are also developing an e-marketing and e-trading platform allowing for marketing and trading of products
to members, as well as online recruitment of new members and to provide direct sales to customers.

We
are committed to providing our distributors with quality products to help them increase sales and recruit additional distributors. We
have obtained the appropriate authorizations from the Food Safety and Quality Division, and the National Pharmaceutical Regulatory Agency
of the Ministry of Health, Malaysia for all our products. Whenever products are purchased for inventory replenishment, samples are randomly
selected from every batch for testing at laboratories registered with the Ministry of Health Malaysia.

For
the green energy segment, we are committed to offer advanced solar power and energy efficiency solutions. Serving commercial, industrial,
and governmental clients, we deliver a comprehensive suite of services ranging from solar energy generation and storage to energy management
systems and sustainability consulting. We integrate cutting-edge technologies with deep knowledge of sustainability to deliver impactful
solutions, reduce energy consumption and optimize performance.

7

Our
Customers

General

We
provide health and wellness products and advisory services to health-conscious customers in the Malaysian market. Such customers are
able to enjoy membership discounts across all our products by becoming a member.

Our
distributors enjoy further discounts on all of our products. Besides our two sales branches located in Kuala Lumpur and Ipoh, our products
are all distributed to customers and members by our distributor’s networks, which are comprised of one stockist who are also independent
distributors, whose store premises are located in other locations in Malaysia.

We
believe that our products are particularly well-suited for direct distribution because the sale of health and nutrition products are
strengthened by ongoing personal contact between retail customers and distributors. We believe our continued commitment to source quality
science-based products will enhance our ability to attract new customer, as well as increase the productivity and retention of our distributors.

For
the green energy segment, we collaborate with technology partners, government bodies, and environmental organizations to provides solar
power and energy efficiency solutions to commercial businesses and industrial users. Their alliances with global sustainability advocates
and regulators ensure the solutions comply with international standards, advancing both client business goals and environmental objectives.

Structure
of the membership program

Our
customers are able to become lifetime members by paying a one-time membership fee with the purchase of specific products. Doing so allows
the customer to enjoy membership discounts on all our products.

Members
who accumulate a predetermined number of purchases are automatically promoted to become a distributor of the Company. Other than helping
distributors achieve physical health and wellness through the use of our products, we offer our distributors, who are independent third
parties, bonuses based on various performance factors. Distributors are required to maintain a predetermined number of purchases per
year in order to maintain their distributor status.

Top
performing distributors with their own physical stores may also become stockists of the Company, whereby they enjoy benefits such as
maintaining a certain amount of the Company’s inventory in their store premises. The stockists shall account to the Company for
all products sales from their store premises as monitored through the Company’s centralized stock tracking system. The stockists
shall have the option to either return or exchange the Company’s inventory consigned to them that are unsold.

The
following table sets forth the number of members and distributors at the date indicated:

Number
of Distributors
Number
of Members
Total
Number of Distributors and Members

As at December 31, 2025
56,465
72,201
128,666

Distributors’
and members’ earnings

Distributors
and members earn profits from the sales of our products to customers. Distributors enjoy additional discounts compared to members, allowing
them to earn higher direct profits through the differences in pricing when selling products they bought at distributors’ prices
which are more favorable than member’s prices to customers.

Members
are encouraged to build their respective network group. Members are promoted to distributors if they manage to recruit the requisite
number of members; and the network group is able to achieve set sales targets. Other than preferential distributor pricing for the purchase
of the Company’s products, distributors enjoy bonuses from the collective performance of their network group. There are several
levels of distributors depending on the size and the collective sales performance of their respective network group. Each level affords
bonus benefits in a different form in ascending order. A higher-level distributor will be compensated with higher returns in the form
of bonus entitlements.

Distributors
and members motivation and training

We
believe that motivation, inspiration and training are key elements in the success of sales via network group marketing. Together with
our distributors and members, we have established a consistent schedule of gatherings to support those needs. We conduct several training
sessions per year to educate and motivate our distributors and members.

8

Our
Suppliers

All
of our products are acquired from related parties and unrelated third parties located in Malaysia, and rebranded by us. Due to the high
costs associated with research and development of nutrition and health products, we do not maintain any facilities to produce our products.
We have no expenditures or expenses relating to research and development of our product.

Quality
Control

At
present, our products are predominately sold in Malaysia. As the contents and combination of the main ingredients in our ATP Zeta Health
Program and E.A.T.S series are categorized as health food rather than medicines or drugs, all of our products require authorization from
the Food Safety and Quality Division of the Ministry of Health, Malaysia according to the Food Act 1983 (ACT 281) & Regulations in
order to be sold in the country. Accordingly, we have obtained the appropriate authorizations from the Food Safety and Quality Division
of the Ministry of Health, Malaysia for all products in our ATP Zeta Health Program and E.A.T.S series.

Inventory

The
Company operates a central warehouse at its head office in Kuala Lumpur, Malaysia, which typically maintains an inventory reserve of
up to 6 months per product. Inventory is transferred to the Company’s sales branches via ordering through the Company’s centralized
stock tracking system. Stockists of the Company are required to have physical stores, and enjoys the benefit of being able to store certain
amount of inventory in their stores for convenience. The stockists shall account to the Company for all products sales from their store
premises as monitored through the Company’s centralized stock tracking system. The stockists shall have the option to either return
or exchange the Company’s inventory consigned to them that are unsold.

Seasonality

The
Company’s business is generally not subject to any seasonality factors.

Warranty

Our
products include a customer satisfaction guarantee. Under this guarantee, within 90 days of purchase, any customer who is not satisfied
with our product for any reason may return it or any unused portion of it to the distributor from whom it was purchased for a full refund
from the Company or credit toward the purchase of another product.

Historically,
product returns have not been significant.

E-commerce
system

In
order to facilitate our continued growth and to support distributor activities, we continually invest and upgrade our platforms. In 2019,
we invested in an initiative to establish e-commerce through the setup of e-trading of our products on an existing Malaysian e-commerce
trading platform. Our e-trading initiative will be actively promoted for online recruitment of new members by existing distributors and
to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we intend to
expand the platform to other geographic markets in order to duplicate its success.

9

Intellectual
Property

We
consider trademarks, patents and copyrights to protect our intellectual property rights critical to our success. We are the registered
owner of five registered trademarks in Malaysia. We are also the registered owner of domain named “agapeatpgroup.com” and
“atpc.com.my.

Employees

As
at December 31, 2025, we had 18 employees (excluding our Directors). The following table sets forth the number of employees by function:

Function

Number
of

employees

Senior Management
5

Business Development Department
2

Finance Department
3

Human Resources Department
2

Operations Department
5

Technology Infrastructure
Department
1

Total
18

Insurance

The
Employees’ Social Security Act, 1969, Malaysia mandates employers and employees to make a monthly contribution to the Social Security
Organisation, Malaysia, (“SOCSO”) for any employee who is employed for wages paid under a contract of service or apprenticeship
with an employer for the purpose of providing social security protection to employees and their dependents against occupational injuries,
including industrial accident, accident during emergency at the employers’ premises, occupational diseases and commuting accidents.
Depending on the monthly wages earned by the employee, employers shall cause to be deducted from the respective employee’s wages,
amounts that ranges between RM0.10 to RM29.75 for monthly wages between RM30 to RM6,000. The employers’ contribution corresponds
to the said rates are between RM0.4 to RM104.15. Rates applicable to both the employee and employer are fixed at the maximum rate of
RM29.75 and RM104.15, respectively. Employees who have attained 60 years of age are not required to contribute to the scheme. The employer’s
responsibility towards this group shall be at a reduced rate which ranges between MYR0.30 to RM74.40 for the said wage band.

Other
than SOCSO, effective January 1, 2018, employees and employers in the private sector are mandated to contribute to an employment insurance
system, (“EIS”) under the Employment Insurance System Act, 2017. Both the employee and employer shall contribute at an equal
rate at 0.2% of the employee’s wages under the scheme, subject to a maximum monthly wage rate of RM6,000. No further contribution
to the scheme is required from the employee or the employer for employees who have attained 60 years of age; and employees aged 57 and
above who have no prior contributions are exempted.

We
do not have any third-party liability insurance to cover claims in respect of personal injury or property or environmental damage arising
from accidents on our property or relating to our operations. Such insurance is not mandatory according to the laws and regulations of
Malaysia. We typically do not require our distributors to purchase insurance regarding their operations. We believe this practice is
consistent with customary industry standards.

Regulations

At
present, our products are predominately sold in Malaysia. As the contents and combination of the main ingredients in our ATP Zeta Health
Program and E.A.T.S. series are categorized as health food rather than medicines or drugs, all of our products require authorization
from the Food Safety and Quality Division of the Ministry of Health, Malaysia according to the Food Act 1983 (ACT 281) & Regulations
in order to be sold in the country. Accordingly, we have obtained the appropriate authorizations from the Food Safety and Quality Division
of the Ministry of Health, Malaysia for all products in our ATP Zeta Health Program and E.A.T.S series.

10