Item 1A. Risk Factors 29
Item 1B. Unresolved Staff Comments 44
Item 2. Properties 44
Item 3. Legal Proceedings 45
Item 4. Mine Safety Disclosure 45
PART II
Item 6. [Reserved] 48
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59
Item 8. Financial Statements and Supplementary Data 59
Item 9A. Controls and Procedures 59
Item 9B. Other Information 60
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 60
PART III
Item 10. Directors, Executive Officers and Corporate Governance 61
Item 11. Executive Compensation 67
Item 14. Principal Accounting Fees and Services 70
PART IV
Item 15. Exhibits, Financial Statement Schedules 71
SIGNATURES 74
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather
are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these
words and similar expressions to identify forward-looking statements. These statements are not guaranteed to future performance and are
subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
● The availability and adequacy of our cash flow to meet our requirements;
● Changes or developments in laws, regulations or taxes in our industry;
● Competition in our industry;
● Changes in our business strategy, capital improvements or development plans;
This
Annual Report should be read completely and with the understanding that actual future results may be materially different from what we
expect. The forward-looking statements included in this Annual Report are made as of the date of this Annual Report and should be evaluated
with consideration of any changes occurring after the date of this Annual Report. We will not update forward-looking statements even
though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise.
Use
of Defined Terms
Except
as otherwise indicated by the context, references in this Annual Report to:
● “Common Stock” refers to the common stock, par value $.0001, of the Company;
● “HK” refers to Hong Kong;
● “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;
● “Securities Act” refers to the Securities Act of 1933, as amended; and
● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
PART
I
ITEM
1. BUSINESS
Corporate History
We were incorporated on July 19, 2013 in the state of Nevada under
the name “Greenpro, Inc.”. On May 6, 2015, we changed our name to “Greenpro Capital Corp.”. Our corporate structure
is set forth below:
A
list of our subsidiaries with a brief description of their business is set forth below:
Name (Domicile) Business
Greenpro Resources Limited (British Virgin Islands) A holding company.
Greenpro Holding Limited (Hong Kong) A holding company.
Greenpro Venture Capital Limited (Anguilla) A holding company.
Incorporation
of Subsidiaries and VIE
Incorporation
of Greenpro Resources Limited, a British Virgin Islands company
On
July 3, 2012, Greenpro Resources Limited (“GRBVI”) was founded and incorporated by our directors, Mr. Lee Chong Kuang and
Mr. Loke Che Chan Gilbert (“Messrs. Lee and Loke”) in the British Virgin Islands.
Incorporation
of Greenpro Resources Limited’s wholly owned subsidiaries
Greenpro
Resources (HK) Limited, a Hong Kong company
On
April 5, 2012, Greenpro Resources (HK) Limited (“GRHK”)
was founded and incorporated by our directors, Messrs. Lee and Loke in Hong Kong.
Greenpro
Financial Consulting Limited, a Belize company
On
July 26, 2012, Greenpro Financial Consulting Limited (“GFCL”, formerly known as Weld Asia Financial Consulting Limited) was
founded and incorporated by our director, Mr. Lee Chong Kuang (“Mr. Lee”) in Belize.
Greenpro
Resources Sdn. Bhd., a Malaysian company
On
April 25, 2013, Greenpro Resources Sdn. Bhd. (“GRSB”) was founded and incorporated by our director, Mr. Lee and his spouse,
Ms. Yap Pei Ling (“Ms. Yap”) in Malaysia.
Greenpro
Holding Limited, a Hong Kong company
On
July 22, 2013, Greenpro Holding Limited (“GHL”) was founded and incorporated by GRBVI in Hong Kong.
Greenpro
Management Consultancy Limited, a Shenzhen, China company
On
August 30, 2013, Greenpro Management Consultancy Limited (“GMCSZ”) was founded and incorporated by GRHK in Shenzhen,
China.
Development
of Greenpro Resources Limited and its wholly owned subsidiaries through acquisitions
On
January 1, 2014, Greenpro Resources Limited (“GRBVI”)
acquired 100% of the outstanding shares of GFCL, from our director, Mr. Lee at a consideration
of $1.
On
January 22, 2014, GHL acquired 2 shares, representing 100% of the outstanding shares of GRHK from its shareholders, Messrs. Lee and Loke
for a total consideration of HK$2 (approximately $0.26). At
the same day after this acquisition, GRHK allotted additional 1,075,000 shares to GHL for HK$1,075,000
(approximately $138,709).
On
June 30, 2014, GRHK acquired 100% of the issued and outstanding shares of Greenpro Resources
Sdn. Bhd., a Malaysian company (“GRSB”) from our director, Mr. Lee and his spouse,
Ms. Yap for HK$2,943,298 (approximately $379,780). GRSB is principally engaged in commercial
real estate investments in Malaysia.
Incorporation
of Greenpro Venture Capital Limited, an Anguilla company
On
September 5, 2014, Greenpro Venture Capital Limited (“GVCL”) was founded and incorporated by our directors, Messrs. Lee and
Loke in Anguilla.
Incorporation
and restructure of VIE, Greenpro New Finance Academy Limited, a Hong Kong company and its wholly owned subsidiary, Greenpro Synergy Network
(Shenzhen) Limited, a Shenzhen, China company
On
March 2, 2016, Greenpro New Finance Academy Limited (formerly known as Greenpro Synergy Network Limited) (“GNFA”)
was incorporated in Hong Kong, as a variable interest entity (the “VIE”), which is required to consolidate with the Company.
The principal activity of GNFA is providing a borderless platform through networking events and programs in Hong Kong. The
Company controlled GNFA through a series of contractual arrangements (the “VIE Agreements”) between Greenpro Holding Limited,
a subsidiary of the Company (“GHL”) and GNFA. Our directors, Messrs. Lee and Loke, are also the shareholders of GNFA.
The
VIE agreements included (i) an Exclusive Business Cooperation Agreement, (ii) a Loan Agreement, (iii) a Share Pledge Agreement, (iv)
a Power of Attorney and (v) an Exclusive Option Agreement with the shareholders of GNFA.
GHL
acquired a life insurance policy (the “Policy”) on May 15, 2015. On June 13, 2016, GHL transferred the ownership of the Policy
to GNFA. On December 19, 2019, GNFA redeemed the Policy valued at $156,058. After deducting the loan balance of $115,889 and the insurance
expense of $531 from the value of the Policy, GNFA received a net cash surrender value of $39,638.
On
July 28, 2017, Greenpro Synergy Network (Shenzhen) Limited (“GSNSZ”), a wholly owned subsidiary of GNFA, was incorporated
in Shenzhen, China. GSNSZ provides a borderless platform
through networking events and programs in China for our members to seek professional services, business opportunities, and to exchange
sources of information and research.
On
April 20, 2020, after our directors, Messrs. Lee and Loke transferred all shareholdings of GNFA to GHL, the VIE was dissolved and restructured
as a subsidiary of the Company.
Acquisition
and Reorganization of Subsidiaries
Acquisitions
of entities under common control:
Acquisition
of Greenpro Resources Limited, a British Virgin Islands company
On
July 31, 2015, we acquired 100% of the issued and outstanding securities of Greenpro Resources Limited, a British Virgin Islands corporation
(“GRBVI”), which had been our affiliate at the time of the acquisition. As consideration thereof, we issued 9,070,000 shares
of our restricted Common Stock and paid $25,500 in cash.
At
the time of the acquisition of GRBVI, Mr. Lee was the Company’s Chief Executive Officer, President and director, and Mr. Loke was
the Company’s Chief Financial Officer, Secretary, Treasurer and director. Messrs. Lee and Loke each held a 44.6% interest
in the Company. Before the transaction, Mr. Lee was GRBVI’s Chief Executive Officer and director, and Mr. Loke was GRBVI’s
Chief Financial Officer and director, and Messrs. Lee and Loke each held a 50% interest in GRBVI. Upon the consummation of the acquisition,
Messrs. Lee and Loke received, in the aggregate, $25,500 in cash and 9,070,000 shares of restricted Common Stock of the Company, and
the acquisition was accounted for as a transfer among entities under common control.
Acquisition
of Greenpro Venture Capital Limited, an Anguilla corporation
On September 30, 2015, the Company
acquired all the issued and outstanding securities of Greenpro Venture Capital Limited, an Anguilla corporation (“GVCL”),
from its shareholders, Messrs. Lee and Loke, respectively. At the time of the acquisition of GVCL, Mr. Lee was the Company’s Chief
Executive Officer, President and director, and Mr. Loke was the Company’s Chief Financial Officer, Secretary, Treasurer and director.
Messrs. Lee and Loke each held a 43.02% interest in the Company. At the time of the acquisition of GVCL, Mr. Lee was GVCL’s
Chief Executive Officer and director, Mr. Loke was GVCL’s Chief Financial Officer and director, and Messrs. Lee and Loke each held
a 50% interest in GVCL. Upon the consummation of the acquisition, Messrs. Lee and Loke received, in the aggregate, $6,000 in cash and
13,260,000 shares of restricted Common Stock of the Company, and the acquisition was accounted for as a transfer among entities under
common control.
Acquisition
of A&G International Limited, a Belize company
On
September 30, 2015, we acquired 100% of the issued and outstanding securities of A&G International Limited, a Belize corporation
(“A&G”), from Ms. Yap Pei Ling (“Ms. Yap”). Ms. Yap, a director and sole shareholder of A&G, is the spouse
of our director, Mr. Lee.
In
connection therewith, we issued to Ms. Yap, 1,842,000 shares of our restricted Common Stock and the acquisition was accounted for as
a transfer among entities under common control.
A&G
provided corporate and business advisory services through its wholly owned subsidiaries, Asia UBS Global Limited, a Hong Kong limited
company (“AUH”) and Asia UBS Global Limited, a Belize corporation (“AUB”).
On
December 30, 2015, A&G transferred all the issued and outstanding securities of AUH and AUB to GRBVI to simplify our corporate structure.
Then A&G, a corporation with no assets, was subsequently transferred back to Ms. Yap.
Acquisition
of Falcon Accounting & Secretaries Limited (formerly known as Falcon Secretaries Limited) and Falcon Corporate Services Limited (formerly
known as Ace Corporate Services Limited), Hong Kong companies, and Shenzhen Falcon Financial Consulting Limited, a Shenzhen, China company
On
September 30, 2015, we acquired all the issued and outstanding securities of Falcon Secretaries Limited (renamed to Falcon Accounting
& Secretaries Limited on February 25, 2020), Ace Corporate Services Limited (renamed to Falcon Corporate Services Limited on August
26, 2016) and Shenzhen Falcon Financial Consulting Limited (these companies collectively known as “F&A”). As consideration
thereto, we issued to Ms. Chen Yanhong, a sole shareholder of F&A (“Ms. Chen”), 2,080,200 shares of our restricted Common
Stock, representing an aggregate purchase price of $1,081,704 based on the average closing price of the ten trading days preceding the
date of the acquisition agreement on July 31, 2015, of $0.52 per share. The purchase price was determined based on the business value
generated from F&A at the time of acquisition. The acquisition was accounted for as a transfer among entities under common control.
Ms.
Chen, a director and sole shareholder of F&A, is also a director and legal representative of Greenpro Management Consultancy Limited, one of our subsidiaries in Shenzhen, China.
Acquisition
of Greenpro Global Capital Sdn. Bhd., a Malaysian company
On
May 23, 2016, our wholly owned subsidiary, Greenpro Holding Limited (“GHL”) acquired 400 shares, representing 40% of the
outstanding shares of Greenpro Wealthon Sdn. Bhd. (“GGCSB”, renamed to Greenpro Global Capital Sdn. Bhd. on June 13, 2018),
from our director, Mr. Lee for MYR1 (approximately $0.25) and the
acquisition was accounted for as a transfer among entities under common control. On June 7, 2016,
GGCSB issued another 200 shares to GHL at the price of MYR120,000 (approximately $30,000), resulting in GHL owing 60% of GGCSB.
On
August 30, 2018, the remaining 40% of the outstanding shares of GGCSB were transferred to GHL, and currently GHL holds 100% of GGCSB.
Acquisition
of Greenpro Credit Limited (formerly known as Gushen Credit Limited), a Hong Kong company
On
April 27, 2017, our wholly owned subsidiary, GRBVI and Gushen Credit Limited (“GCL”, renamed to Greenpro Credit Limited on
May 16, 2017), a Hong Kong corporation, entered into an asset purchase agreement, pursuant to which GRBVI purchased all the assets of
GCL. As consideration thereto, GRBVI agreed to pay a purchase price of $105,000 and the
acquisition was accounted for as a transfer among entities under common control.
GCL
operates a money lending business in Hong Kong. On April 28, 2017, GCL sold two (2) ordinary shares, representing 100% of its ownership,
at a total consideration of $0.26 in cash to GRBVI. The purchase price was determined based on the mutual agreement between GCL
and GRBVI.
Acquisition
of Greenpro Family Office Limited, a Hong Kong company
On
July 21, 2017, our wholly owned subsidiary, GRBVI acquired 51% of the outstanding shares of Greenpro Family Office Limited (“GFOL”)
from our director, Mr. Loke. Mr. Loke was the sole shareholder of GFOL before the transaction and the acquisition was accounted for as
a transfer among entities under common control. On September 21, 2018, the remaining 49% shareholdings
of GFOL were transferred to GRBVI, and currently GRBVI holds
100% of GFOL.
Acquisition
of Greenpro Sparkle Brokers Limited (formerly known as Sparkle Insurance Brokers Limited), a Hong Kong company
On
January 2, 2019, the Company acquired Sparkle Insurance Brokers Limited (“Sparkle”, renamed Greenpro Sparkle Brokers Limited
on April 4, 2019) from Mr. Teh Boo Yim and Ms. Teh Jocelyn Nga Man, the former 100% shareholders
of Sparkle for total consideration of $170,322, made up of $129,032 in cash and the issuance of 8,602 shares of the Company’s Common
Stock valued at $41,290. The shares were valued based on the closing price of the Company’s Common Stock of $4.80 per share at
acquisition and the acquisition was accounted for as a transfer among entities under common control. The Company aims to expand its long
term and general insurance services through the acquisition of Sparkle.
Acquisitions
of controlling interests:
Acquisition
of Forward Win International Limited, a Hong Kong company
On
February 25, 2015, we acquired 60% of the issued and outstanding shares of Forward Win International Limited, a Hong Kong company (“FWIL”)
at a consideration of $774. FWIL is principally engaged in commercial real estate investments in Hong Kong.
Acquisition,
disposal, and reacquisition of Greenpro Capital Village Sdn. Bhd. (formerly known as Weld Asia Global Advisory Sdn. Bhd.), a Malaysian
company
On February 25, 2013, Greenpro
Financial Consulting Limited, a subsidiary of the Company, acquired 100% of Weld Asia Global Advisory Sdn. Bhd., a Malaysian company,
from its shareholders, Mr. Lee Chong Kuang, and his spouse, Ms. Yap Pei Ling, for MYR2 (approximately $0.50). At the time
of the acquisition, Mr, Lee Chong Kuang was the Company’s Chief Executive Officer, President and director and the acquisition
was accounted for as a transfer among entities under common control.
In
2015, Weld Asia Global Advisory Sdn. Bhd. was renamed Greenpro Capital Village Sdn. Bhd. (“GCVSB”). On October 1, 2015, the
Company sold 49% of the outstanding shares of GCVSB to QSC Asia Sdn. Bhd., an unrelated party (“QSC”), for MYR49,000 (approximately
$12,794). On June 26, 2019, the Company disposed of GCVSB due to continued losses incurred by GCVSB and sold its remaining 51% interest
in GCVSB to Ms. Tan Tee Yong, an unrelated party (“Ms. Tan”), for MYR51 (approximately $12).
On
June 22, 2020, our director, Mr. Lee acquired respective 51% and 49% shareholdings of GCVSB (51,000 shares and 49,000 shares of common
stock of GCVSB) from Ms. Tan and QSC at a price of MYR51,000 and MYR49,000, respectively or MYR1 per share.
In
July 2021, the Company acquired all the issued and outstanding shares of common stock of GCVSB from our director, Mr. Lee at a consideration
of MYR167 (approximately $40) and redeemed 347,000 shares out of a total of 504,750 shares of preferred stock from 25 preferred
stock shareholders of GCVSB by issuance of 79,530 shares of the Company’s Common Stock valued at $69,191 or $0.87 per share. Total
consideration of the acquisition was $69,231. The Company acquired GCVSB to expand its business consulting services.
Disposal
of subsidiaries
Disposal
of Greenpro Credit Limited, a Hong Kong company
On
August 2, 2021, the Company sold its entire 100% interest in Greenpro Credit Limited to an unrelated party for HK$30,000 (approximately
$3,847), due to continuing losses incurred by GCL.
As
of August 2, 2021, GCL had no assets or liabilities, resulting in a gain on disposal of $3,847, after consideration of foreign currency
adjustments.
Acquisition
of an associate company
Acquisition
of Greenpro KSP Holding Group Company Limited (formerly known as KSP Holding Group Company Limited)
On
July 20, 2018, our wholly owned subsidiary, GVCL entered into a sale and purchase agreement with Mr. Prapakorn Saokliew and Ms. Surapa
Jamjang, each holding 45.13% and 45.12% shareholdings in KSP Holding Group Company Limited, respectively.
Pursuant to the agreement, GVCL agreed to acquire approximately 49% of the shareholdings of KSP Holding Group Company Limited (“KSP”,
renamed to Greenpro KSP Holding Group Company Limited on August 7, 2018) in exchange for $363,930, made up of $75,000 in cash and 38,524
shares of the Company’s Common Stock valued at $288,930. The Company also issued 578 shares of the Company’s Common Stock
valued at $7.50 per share, or a total of $4,335, as a commission that was also capitalized as cost of investment in KSP. KSP provides
accounting, auditing and consulting services in Thailand. The Company accounted for its investment in KSP under the equity method of
accounting.
On
December 31, 2018, the Company determined that its investment in KSP was impaired and recorded an impairment of unconsolidated investment
of $363,930. We currently hold approximately 48% of the issued and outstanding shares of KSP.
Acquisitions
of other investments
Name (Domicile) Acquisition Date Shareholdings Business
1. Greenpro Trust Limited March 30, 2015 8.33 % Provides trusteeship, custodial
(Hong Kong) April 13, 2016 2.78 % and fiduciary services
1. Acquisition of Greenpro Trust Limited
On
March 30, 2015, our wholly owned subsidiary, GRBVI acquired 300,000 shares, representing approximately 8% of the issued and outstanding
shares of Greenpro Trust Limited, a Hong Kong company (“GTL”), from its shareholders at a price of HK$300,000 (approximately
$38,710) or HK$1 per share. GTL is principally engaged in provision of trusteeship, custodial and fiduciary services to clients in Hong
Kong.
On
April 13, 2016, another wholly owned subsidiary of the Company, Asia UBS Global Limited, a Belize company (“AUB”) acquired
100,000 shares, representing approximately 3% of the issued and outstanding shares of GTL for HK$100,000 (approximately $12,903) or HK$1
per share.
The
Company indirectly has an aggregate of approximately 11% interest in GTL with an investment value of $51,613 which was recorded at cost
and approximates its fair value. Messrs. Lee and Loke are common directors of GTL and the Company.
2. Acquisition of Agape ATP Corporation
On
April 14, 2017, GVCL acquired 17,500,000 shares of common stock of Agape ATP Corporation, a Nevada corporation (“Agape”),
par value of $0.0001 per share, for $1,750. Agape is principally engaged in providing health and wellness products and advisory services
to clients in Malaysia. As of December 31, 2021, GVCL holds approximately 5% of the total outstanding shares of Agape and recognized
the investment at historical cost of $1,750 under other investments.
3. Acquisition of Millennium Fine Art Inc.
On
June 29, 2020, the Company entered into a purchase and sale agreement with its Wyoming incorporated subsidiary, Millennium Fine Art Inc.
(“MFAI”). Pursuant to the agreement, the Company agreed to sell its 4% ownership interest in a 12.3 kilogram carved natural
blue sapphire (the “Millennium Sapphire”) to MFAI and MFAI agreed to acquire the 4% ownership of the Millennium Sapphire
from the Company. As consideration thereto, on July 1, 2020, MFAI issued 2,000,000 restricted shares of its Class B common stock to the
Company valued at $5,000,000 ($5 per share), in which 1,000,000 shares were retained by the Company and the other 1,000,000 shares were
reserved as a dividend to the shareholders of the Company. The Company expects to distribute these 1,000,000 shares to its shareholders
later. A gain on disposal of $1,000,000 was recorded at the Company level but was eliminated upon consolidation.
On
July 1, 2020, MFAI issued 19,200,000 restricted shares of its Class A common stock to a majority owner of the Millennium Sapphire, Mr.
Daniel McKinney valued at $96,000,000 ($5 per share) to acquire the remaining 96% interest in the Millennium Sapphire. MFAI is an investment
company and has a 100% interest in the Millennium Sapphire.
As
of December 31, 2021, the Company owns 2,000,000 shares of Class B common stock of MFAI, in which 1,000,000 shares were retained by the
Company and recognized at historical cost of $4,000,000 (by issuance of 4,444,444 shares of the Company’s restricted Common Stock
at $0.9 per share) under other investments, representing approximately 5% of the issued and outstanding shares of MFAI and approximately
1% of MFAI’s total voting rights. The other 1,000,000 shares were reserved as a dividend to the shareholders of the Company, and
as of the date of this report, the dividend has not been distributed.
4. Acquisition of Ata Plus Sdn. Bhd.
On
July 8, 2020, GVCL entered into an acquisition agreement with all the eight shareholders of Ata Plus Sdn. Bhd., a company incorporated in Malaysia and a Recognized Market Operator (RMO) by the Securities Commission of Malaysia (“APSB”).
Pursuant to the agreement, GVCL agreed to acquire 15% of the issued and outstanding share of APSB for a purchase price of $749,992. The
purchase price was paid by the Company issuing to the shareholders approximately 457,312 shares of the Company’s restricted Common
Stock, which was based on the average closing price of the Company’s Common Stock for the five trading days preceding the date
of the agreement, $1.64 per share, on November 18, 2020.
As
of December 31, 2021, GVCL holds 15% shareholdings of APSB and recognized the investment at historical cost of $749,992 under other investments.
5. Acquisition of Global Leaders Corporation
On
August 30, 2020, GVCL entered into a subscription agreement with Global Leaders Corporation, a Nevada corporation (“GLC”)
to acquire 9,000,000 shares of common stock of GLC at a price of $900 or $0.0001 per share, representing approximately 6% of the total
issued and outstanding shares of GLC. GLC’s principal activities are providing training and consulting services to corporate clients
in Hong Kong and China. As of December 31, 2021, GVCL recognized the investment at historical cost of $900 under other investments.
6. Acquisition of First Bullion Holdings, Inc.
On
October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr. Tang Ka Siu Johnny and First Bullion Holdings Inc.
(“FBHI”). FBHI, a British Virgin Islands company, operates the businesses of banking, payment gateway, credit cards, debit
cards, money lending, crypto trading and securities token offerings, with corporate offices in the Philippines and Hong Kong. Pursuant
to the agreement, GVCL agreed to acquire 10% of the issued and outstanding shares of FBHI for a purchase price of $1,000,000 by issuing
approximately 685,871 shares of the Company’s restricted Common Stock to Mr. Tang, which was based on the average closing price
of the Company’s Common Stock for the five trading days preceding the date of the agreement.
Pursuant
to the agreement, Mr. Tang and FBHI also granted to GVCL an option for 180 days following the date of the agreement to purchase an additional
8% of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $20,000,000. In consideration of acquisition
of the option, GVCL agreed to issue 250,000 shares of the Company’s restricted Common Stock to Mr. Tang, which shall constitute
partial payment for the option should GVCL elect to exercise the option.
On
December 11, 2020, the Company issued 685,871 shares of its restricted Common Stock to two designees of Mr. Tang at $1.458 per share
to acquire 10% of the issued and outstanding shares of FBHI for a purchase price of $1,000,000 and issued 250,000 shares of its restricted
Common Stock at $364,500 or $1.458 per share in partial consideration of the additional 8% shareholdings of FBHI.
On
February 17, 2021, GVCL exercised its option and FBHI issued to GVCL 160,000 ordinary shares of FBHI, comprising the additional 8% of
the shares sold under the agreement valued at $20,000,000.
On
February 26, 2021, the Company issued an additional 342,592 shares of its restricted Common Stock to two designees of Mr. Tang at $2.70
per share (valued at approximately $925,000).
As
of December 31, 2021, GVCL, in aggregate, holds 360,000 ordinary shares of FBHI, representing 18% of the total issued and
outstanding shares of FBHI. The investment was recognized at historical cost of $2,289,500 under other investments.
7. Acquisition of New Business Media Sdn. Bhd
On
November 1, 2020, GVCL entered into an acquisition agreement with Ms. Lee Yuet Lye and Mr. Chia Min Kiat, shareholders of New Business
Media Sdn. Bhd. New Business Media Sdn. Bhd. is a Malaysian company involved in operating a Chinese media portal, which provides
digital news services focusing on Asian capital markets (“NBMSB”). NBMSB is one of the biggest Chinese language digital business
news networks in Malaysia and has readers from across Southeast Asia.
Pursuant
to the agreement, both Ms. Lee and Mr. Chia have agreed to sell to GVCL an 18% equity stake in NBMSB in consideration of a new issuance
of 257,591 shares of the Company’s restricted Common Stock, valued at $411,120 or $1.596 per share. The consideration was derived
from an agreed valuation of NBMSB of $2,284,000, based on its assets including customers, fixed assets, cash and cash equivalents, liabilities
as of November 1, 2020.
As
of December 31, 2021, GVCL recognized the investment at historical cost of $411,120 under other investments.
8. Acquisition of Adventure Air Race Company Limited
On
December 21, 2020, GVCL entered into a subscription agreement with Adventure Air Race Company Limited, a company incorporated in Nevada
and is principally engaged in promoting and managing an air race series (“AARC”). Pursuant to the agreement, GVCL acquired
2,000,000 shares of common stock of AARC at a price of $200 or $0.0001 per share.
On
December 22, 2020, GVCL entered another subscription agreement with AARC to acquire an additional 996,740 shares of common stock of AARC
at a price of $249,185 or $0.25 per share.
As
of December 31, 2021, GVCL, in aggregate, holds approximately 4% of the issued and outstanding shares of AARC and recognized the
investment at historical cost of $249,385 under other investments.
9. Acquisition of Pentaip Technology Inc.
On
December 29, 2020, GVCL entered into a subscription agreement with Pentaip Technology Inc., a Nevada corporation (“PTI”)
to acquired 4,000,000 shares of common stock of PTI at a price of $400 or $0.0001 per share, representing 10% of the issued and outstanding
shares of PTI. PTI uses artificial intelligence (“AI”) to provide investors and traders with financial data. The investment
was recognized at historical cost of $400 under other investments.
10. Acquisition of Angkasa-X Holdings Corp.
On
February 3, 2021, GVCL entered into a subscription agreement with Angkasa-X Holdings Corp., a British Virgin Islands corporation, which
principally provides internet connectivity to rural areas in Southeast Asia (“Angkasa”). Pursuant to the agreement, GVCL
acquired 28,000,000 ordinary shares of Angkasa at a price of $2,800 or $0.0001 per share. The investment was recognized at historical
cost of $2,800 under other investments.
11. Acquisition of Simson Wellness Tech. Corp.
On
February 19, 2021, GVCL entered into a subscription agreement with Simson Wellness Tech. Corp., a Nevada corporation, which is a digital
platform that acts as middleware for distribution of optical products (“Simson”). Pursuant to the agreement, GVCL acquired
5,000,000 shares of common stock of Simson at a price of $500 or $0.0001 per share. The investment was recognized at historical cost
of $500 under other investments.
12. Acquisition of Innovest Energy Fund
On February 11, 2021, Greenpro
Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a
global multi-asset fund incorporated in the Cayman Islands and principally engaged in developing a multi-faceted suite of products and
services for the cryptocurrency industry and economy (the “Fund”). Pursuant to the agreement, GRL agreed to subscribe for
$7,206,000 worth of Class B shares of the Fund by issuing 3,000,000 shares of the Company’s
restricted Common Stock, valued at $7,206,000 to the Fund.
On
April 7, 2021, the Company issued 3,000,000 shares of its restricted Common Stock to the Fund and issued 60,000 shares of its restricted
Common Stock to a designee of the Fund as a subscription fee of $144,120 ($2.402 per share) associated with the Fund.
On
December 31, 2021, GRL determined that its investment in the Fund was impaired and revalued at $1,856,400, and an impairment loss of
$5,349,600 was recorded.
13. Acquisition of Jocom Holdings Corp.
On
June 2, 2021, GVCL entered into a subscription agreement with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based
m-commerce platform specializing in online grocery shopping via smartphones (“Jocom”). Pursuant to the agreement, GVCL acquired
1,500,000 shares of common stock of Jocom at a price of $150 or $0.0001 per share. The investment was recognized at historical cost of
$150 under other investments.
14. Acquisition of 72 Technology Group Limited
On July 13, 2021, GVCL entered
into a subscription agreement with 72 Technology Group Limited, a Cayman Islands media corporation based in China which
provides digital marketing services using 5G and AI technology (“72 Technology”). Pursuant to the agreement, GVCL acquired
600,000 shares of common stock of 72 Technology at a price of $6,000 or $0.01 per share. The investment was recognized at historical
cost of $6,000 under other investments.
15. Acquisition of Ata Global Inc.
On
July 30, 2021, GVCL entered into a subscription agreement with Ata Global Inc., a Nevada corporation, provides financial technology (“FinTech”)
services (“Ata Global”). Pursuant to the agreement, GVCL acquired 2,250,000 shares of common stock of Ata Global at a
price of $225 or $0.0001 per share. The investment was recognized at historical cost of $225 under other investments.
16. Acquisition of catTHIS Holdings Corp.
On
August 27, 2021, GVCL entered into a subscription agreement with catTHIS Holdings Corp., a Nevada corporation, which provides a digital
catalog management platform for users to upload, share and retrieve digital catalogs from any devices (“catTHIS”). Pursuant
to the agreement, GVCL acquired 2,000,000 shares of common stock of catTHIS at a price of $200 or $0.0001 per share. The investment was
recognized at historical cost of $200 under other investments.
17. Acquisition of Fruita Bio Limited
On September 27, 2021, GVCL entered
into a subscription agreement with Fruita Bio Limited., a British Virgin Islands corporation with major business operations in Thailand
and principally engaged in production of bio-degradable packaging materials (“Fruita”). Pursuant to the agreement,
GVCL acquired 10,000,000 ordinary shares of Fruita at a price of $1,000 or $0.0001 per share. The investment was recognized at
historical cost of $1,000 under other investments.
Business
Overview
We
currently operate and provide a wide range of business solution services to small and medium-size businesses located in South-East Asia
and East Asia, with an initial focus on Hong Kong, China and Malaysia, and subsequently in Thailand and Taiwan. Our comprehensive range
of services includes cross-border business solutions, record management services, and accounting outsourcing services. Our cross-border
business services include, among other services, tax planning, trust and wealth management, cross border listing advisory services and
transaction services. As part of the cross-border business solutions, we have developed a package solution of services (“Package
Solution”) that can reduce business costs and enhance revenues.
We
also operate a venture capital business through Greenpro Venture Capital Limited, an Anguilla corporation. Our venture capital business
is focused on (1) establishing a business incubator for start-up and high growth companies to support such companies during critical
growth periods, which includes education and support services, and (2) searching for investment opportunities in selected start-up and
high growth companies, which we expect can generate significant returns to the Company. We expect to target companies located in Asia
including Hong Kong, Malaysia, China, Thailand and Singapore. We anticipate our venture capital business will also engage in the purchase
or lease of commercial properties in the same Asian region.
Our
Services
We
provide a range of services to our clients as part of the Package Solution that we have developed. We believe that our clients can reduce
their business costs and enhance their revenues by utilizing our Package Solution.
Cross-Border
Business Solutions/Cross-Border Listing Solutions
We
provide a full range of cross-border services to small to medium-sized enterprises (SMEs) to assist them in conducting their business
effectively. Our “Cross-Border Business Solution” includes the following services:
● Providing bank loan referral services;
● Providing company secretarial services;
● Providing corporate finance consulting services;
● Providing due diligence investigations and valuations of companies;
● Advising clients regarding debt and company restructurings;
● Providing financial and liquidity analysis;
● Assisting in setting up cloud invoicing systems for clients;
● Assisting in liaising with investors for the purposes of raising capital;
● Assisting clients in payroll matters operated in our cloud payroll system;
● International tax planning in China;
● Advising on Trust and wealth management;
● Providing cryptocurrency trading and digital asset exchange services;
● Providing financial technology (FinTech) services; and
● Transaction services.
There
is a growing market in Asia of companies who are seeking to go public and become listed on a recognized exchange in a foreign jurisdiction.
We see tremendous opportunity to the extent that this trend continues worldwide. With respect to cross border listing advisory services,
we are assisting private companies in their desire to list and trade on public exchanges, including the U.S. NASDAQ and OTC Markets.
The Jumpstart Our Business Startups Act, or JOBS Act, signed in 2012, eases the initial public offering (“IPO”) process for
“emerging growth companies” and reduces their regulatory burden, (2) improves the ability of these companies to access capital
through private offerings and small public offerings without SEC registration, and (3) allows private companies with a substantial shareholder
base to delay becoming a public reporting company.
Through
our cross-border listing advisory services, we seek to form the bridge between these companies seeking to conduct their IPO (or in some
cases, self-directed public offerings), and their goal of becoming a listed company on a recognized U.S. national exchange, such as NASDAQ
and the NYSE.
While
there are several alternatives for companies seeking to go public and trade on the U.S. OTC markets, we primarily focus on three methods:
● Registration Statement on Form S-1
● Regulation A+ offering
● The Form 10 shell company
The
manner in which the OTC markets are structured provides companies the ability to “uplist” in the marketplace as they provide
better transparency. These OTC markets include:
We
act as a case reference for our clients, as we originally had our shares quoted in the OTC markets and subsequently “uplisted”
to The Nasdaq Stock Market LLC., a U.S. national securities exchange.
With
growing competition and increasing economic sophistication, we believe more companies need strategies for cross-border restructuring
and other corporate matters. Our plan is to bundle our Cross-Border Business Solution services with our cloud accounting solutions and
Accounting Outsourcing Services described below.
Accounting
Outsourcing Services
We
intend to develop relationships with professional firms from Hong Kong, Malaysia, China and Thailand that can provide company secretarial,
business centers and virtual offices, book-keeping, tax compliance and planning, payroll management, business valuation, and wealth management
services to our clients. We intend to include local accounting firms within this network to provide general accounting, financial evaluation
and advisory services to our clients. Our expectation is that firms within our professional network will refer their international clients
to us that may need our book-keeping, payroll, company secretarial and tax compliance services. We believe that this accounting outsourcing
service arrangement will be beneficial to our clients by providing a convenient, one-stop firm for their local and international business
and financial compliance and governance needs.
Our
Service Rates
We
intend to have a two-tiered rate system based upon the type of services being offered. We may impose project-based fees, where we charge
10% - 25% of the revenues generated by the client on projects that are completed using our services, such as transaction projects, contract
compliance projects, and business planning projects. We may also charge a flat rate fee or fixed fee based on the estimated complexity
and timing of a project when our professionals provide specified expertise to our clients on a project. For example, for our Cross-Border
Business Solutions services, we plan to charge our client a monthly fixed fee.
Our
Venture Capital Business Segment
Venture
Capital Investment
As
a result of our acquisition of Greenpro Venture Capital Limited (“GVCL”) in 2015, we entered the venture capital business
in Hong Kong with a focus on companies located in South-East Asia and East Asia, including Hong Kong, Malaysia, China, Thailand and Singapore.
Our venture capital business is focused on (1) establishing a business incubator for start-up and high growth companies to support such
companies during critical growth periods and (2) investment opportunities in select start-ups and high growth companies.
We
believe that a company’s life cycle can be divided into five stages, including the seed stage, start-up stage, expansion stage,
mature stage and decline stage. We anticipate that most of a company’s funding needs will occur during these first three stages.
We
intend for our business incubators to provide valuable support to young, emerging growth and potential high growth companies at critical
junctures of their development. For example, our incubators will offer office space at a below market rental rate. We will also provide
our expertise, business contacts, introductions and other resources to assist their development and growth. Depending on each individual
circumstance, we may also take an active advisory role in our venture capital companies including board representation, strategic marketing,
corporate governance, and capital structuring. We believe that there will be potential investment opportunities for us in these start-up
companies.
Our
business processes for our investment strategy in select start-up and high growth companies are as follows:
○ Trade sale (Acquisition): The entire company is sold to another company.
○ Secondary sale: The company’s firm sells only part of its shares.
Our
objective is to achieve a superior rate of return through the eventual and timely disposal of investments. We expect to look for businesses
that meet the following criteria:
● high growth prospects
● ambitious teams
● viability of product or service
● experienced management
● ability to convert plans into reality
● justification of venture capital investment and investment criteria
Our
Venture Capital Related Education and Support Services.
In
addition to providing venture capital services through GVCL, we also provide educational and support services that we believe will be
synergistic with our venture capital business. We have arranged seminars called the CEO & Business Owners Strategic Session (“CBOSS”)
in Malaysia and Singapore for business owners who are interested in the following:
● Developing their business globally;
● Expanding business with increased capital funding;
● Creating a sustainable SME business model;
● Accelerating the growth of the business; or
● Significantly increasing company cash flows.
The
objective of the CBOSS seminar is to educate the chief executive officers or business owners on how to acquire “smart capital”
and the considerations involved. The seminar includes an introduction to the basic concepts of “smart capital,” “wealth
and value creation,” recommendation and planning and similar topics. We believe that this seminar will synergistically support
our venture capital business segment.
Sales
and Marketing
We
plan to deploy three strategies to market the Greenpro brand: leadership, market segmentation and sales management process development.
Worldwide
Wealth Wisdom Development
Worldwide
Wealth Wisdom Development (“WWW”) is our marketing and promotional campaign, which is focused on building long-term awareness
of our brand. WWW targets the following markets (i) business owners and senior management; (ii) high and medium net worth individuals
in China and (iii) financial services providers, such as Certified Financial Planners in China. The campaign involves sharing content,
knowledge and information about wealth management, including wealth creation, wealth protection and wealth succession.
The