Investor Relations Statement Regarding the Nasdaq Delisting Determination

Empro Group Inc. (“Empro Group”, the “Company” or the “Group”) is providing this update to shareholders, customers, employees, suppliers and business partners regarding the Nasdaq Staff Delisting Determination which was received on 16 July 2026.  

Nasdaq delisting determination 

On 16 July 2026, the Company received a Staff Delisting Determination from the Nasdaq Listing Qualifications Department. The determination was based on two matters: 

• Nasdaq’s discretionary authority under Listing Rule 5101 and IM-5101-4; and 

• the Company’s delayed filing of its Annual Report on Form 20-F for the financial year ended 31 December 2025, under Listing Rule 5250(c)(1). 

After careful consideration, the Board decided not to request a hearing before a Nasdaq Hearings Panel. The Company's ordinary shares have not traded on Nasdaq since October 2025, and the suspension in connection with the Staff Delisting Determination has since taken effect. Nasdaq is expected to file a Form 25-NSE with the SEC, following which the shares will be removed from listing and registration on The Nasdaq Stock Market in accordance with SEC and Nasdaq procedures. The timing of those steps is determined by Nasdaq's filing and not by the Company. 

No finding of misconduct against the Company

 The Staff Delisting Determination contains no allegation and no finding of misconduct on the part of Empro Group, its Board of Directors or its management. As stated in the Company’s announcement of 22 July 2026, Nasdaq has not communicated any finding or determination that the Company engaged in wrongdoing in connection with the trading activity in its securities. 

IM-5101-4 is directed at the susceptibility of a security to manipulation rather than at the conduct of the issuer, and applies where the activity in question appears to have been driven by third parties with no known connection to the company. The trading and social media activity described in the Staff Determination is activity by third parties. 

Aside from the Form 20-F delay described below, Nasdaq has not identified any breach of its listing rules by the Company. The Company responded to each of the information requests it received from the Listing Qualifications Department during the period from October 2025 to May 2026. 

Form 20-F filing delay

The Company acknowledges that its Annual Report on Form 20-F for the financial year ended 31 December 2025 has not been filed, and that this constitutes non-compliance with Listing Rule 5250(c)(1). As previously disclosed, the delay resulted principally from the transition of the Company’s independent registered public accounting firm and the consequent rescheduling of the FY2025 audit. The Company had prepared a plan of compliance addressing completion of the audit, the filing of the Form 20-F and related internal control remediation, for submission to Nasdaq on 18 July 2026. The Staff Determination was issued on 16 July 2026. 

The Board's consideration of the determination 

The discretionary ground under IM-5101-4 is not one that the Company is able to cure. Among the factors Nasdaq weighed were the location of the Group’s operations, the concentration of the Company’s shareholding and the practical difficulty of enforcing United States judgments in Malaysia. Addressing those factors would have required the Company to change where the Group is incorporated and, in substance, where it operates. Substantially all of the Group’s revenue is generated in Malaysia and the wider Southeast Asian region, and the Group’s operating subsidiary, workforce, supply chain and distribution are located in Malaysia; the Board did not consider a restructuring of that kind to be in the interests of the Company, its employees or its shareholders.

In relation to the filing ground, a hearing request would have stayed the suspension for only 15 days unless a Panel granted a further stay. Weighing the prospect of a different outcome against the cost, the demand on management time and a further period of uncertainty for shareholders, the Board concluded that an appeal was not in the interests of the Company or its shareholders. 

Business operations continue in the ordinary course 

The delisting affects the trading venue of the Company’s securities. It does not affect the Group’s underlying business, which continues to operate in the ordinary course across Malaysia, Southeast Asia and Europe. Arrangements that are unaffected by the determination include: 

• customer relationships;

 • supplier arrangements; 

• retail and distribution operations; 

• product supply; and 

• employment arrangements. 

The Group’s cosmetics, skincare and healthcare operations continue as normal, and the Board, management and employees remain focused on strengthening the Group’s financial reporting, expanding its core businesses, and creating long-term value for shareholders.  

SEC reporting obligations 

Removal from Nasdaq does not bring the Company's reporting obligations to the U.S. Securities and Exchange Commission to an end. The Company will continue to have a class of securities registered under the Securities Exchange Act of 1934 and will continue to file Exchange Act reports through EDGAR. The Company is actively working with its independent auditors to complete the FY2025 audit as soon as practicable.  

Shareholder interests 

The Company’s issued shares remain validly issued and outstanding. The Company will continue evaluating appropriate alternatives that may enhance shareholder liquidity and long-term shareholder value.  Following the suspension there is no trading market for the shares on Nasdaq. Whether, and where, the shares may be quoted in future depends on third parties, including broker-dealers and FINRA, as well as on the Company’s own position. No decision has been taken, and the Company will announce any development in the ordinary way. 

Enquiries 

All enquiries — from shareholders, media, employees, customers and suppliers — should be directed to Investor Relations at ir@emproinc.co. No other person is authorised to speak for the Company on this matter. The Company appreciates the continued confidence and support of all stakeholders and remains committed to building a stronger business for the long term.  

_________________________________________________________________________________

Forward-looking statements 

This statement contains forward-looking statements, including statements regarding the completion of the Company’s FY2025 audit, the filing of its Annual Report on Form 20-F, the continuation of the Group’s operations and the steps expected to follow the Staff Delisting Determination. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that may cause actual outcomes to differ materially, including the availability and timing of completion of the audit, the Company’s access to capital, the consequences of removal from Nasdaq and the outcome of legal and regulatory matters. Nothing in this statement is a representation as to the outcome of any legal or regulatory proceeding; information on legal proceedings and on risk factors affecting the Company is contained in the Company’s filings with the SEC, available at www.sec.gov. The Company does not undertake to update these statements, and investors are cautioned not to place undue reliance on them. 

On October 8, 2025, the U.S. Securities and Exchange Commission (“SEC”) issued an order temporarily suspended trading of EMPG shares from October 9 to October 22, 2025, pursuant to Section 12(k) of the Securities Exchange Act of 1934.  On October 23, 2023, The Nasdaq Stock Market issued a press release regarding the continuance of the trading halt on EMPG.

Empro Group is reviewing the matter with its advisers and intends to cooperate fully with the SEC, Nasdaq and other regulatory authorities as necessary. The suspension does not affect the Company’s normal operations.

For the most accurate information, please refer only to the Company’s official press releases and SEC filings.

Thank you for your understanding