UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2022
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________ to ___________
Commission
File Number 001-38308
Greenpro
Capital Corp.
(Exact
name of registrant issuer as specified in its charter)
B-7-5,
Northpoint,
Mid
Valley City, No. 1 Medan Syed Putra Utara,
59200Kuala Lumpur, Malaysia
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code +603 2201 - 3192
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value GRNQ NASDAQ Capital Market
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No☒
Note
– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Emerging growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.
Note
- If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort
and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable
under the circumstances, provided that the assumptions are set forth in this Form.
The
aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2022 was $9,325,518,
based on the last reported sale price of $2.14 per share.
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As
of March 31, 2023, there were 7,875,813 shares, par value $0.0001, of the registrant’s Common Stock issued and outstanding.
Greenpro
Capital Corp.
FORM
10-K
For
the Fiscal Year Ended December 31, 2022
Index
Page #
PART I
Item 1. Business 4
Item 1A. Risk Factors 31
Item 1B. Unresolved Staff Comments 48
Item 2. Properties 48
Item 3. Legal Proceedings 48
Item 4. Mine Safety Disclosure 48
PART II
Item 6. [Reserved] 51
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 57
Item 8. Financial Statements and Supplementary Data 57
Item 9A. Controls and Procedures 57
Item 9B. Other Information 57
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 57
PART III
Item 10. Directors, Executive Officers and Corporate Governance 58
Item 11. Executive Compensation 62
Item 14. Principal Accounting Fees and Services 65
PART IV
Item 15. Exhibits, Financial Statement Schedules 66
SIGNATURES 68
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 group including all subsidiaries with a brief description of respective 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 Malaysia 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
at 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 Malaysia 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 Financial
Consulting (Shenzhen) Limited (formerly known as 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 Financial Consulting (Shenzhen)
Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited) (“GFCSZ”),
a wholly owned subsidiary of GNFA, was incorporated in Shenzhen, China. GFCSZ was initially engaged in provision of 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. Currently, GFCSZ provides corporate advisory and financial consulting services to the clients
in China.
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.
Incorporation
of Green-X Corp., a Labuan, Malaysia company
On
June 22, 2022, Green-X Corp. (“Green-X”) was founded and incorporated by our director, Mr. Lee Chong Kuang (“Mr. Lee”)
in Labuan, Malaysia.
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 907,000 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 907,000 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 1,326,000 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, 184,200 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”), 208,020 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 $5.2 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 Malaysia 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 acquisition. This 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 860 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 $48 per share at acquisition.
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 Malaysia
company
On
February 25, 2013, Greenpro Financial Consulting Limited, a subsidiary of the Company, acquired 100% of Weld Asia Global Advisory Sdn.
Bhd., a Malaysia 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 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 7,953 shares of the Company’s Common Stock valued at $69,191 or $8.7 per share. Total consideration
of the acquisition was $69,231. The Company’s reacquisition of GCVSB aimed to expand its business consulting services in Malaysia.
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 3,852 shares of the Company’s
Common Stock valued at $288,930. The Company also issued 58 shares of the Company’s Common Stock valued at $75 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 Equity Interest Business
(British Virgin Islands) February 17, 2021 8 %
1. Acquisition of Greenpro Trust Limited
On
March 30, 2015, our wholly owned subsidiary, Greenpro Resources Limited, a British Virgin Islands company (“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. Messrs. Lee and Loke are
common directors of GTL and the Company.
As
of December 31, 2022, the net asset value (“NAV”) of GTL was $107,835 and according to the Company’s 11% interest in
GTL’s NAV, our investment was valued approximately $11,981. Hence, the Company recorded an impairment loss of $39,632 for the year
ended December 31, 2022.
As
of December 31, 2022, our investment in GTL was revalued at $11,981.
2. Acquisition of Agape ATP Corporation
On
April 14, 2017, our wholly-owned subsidiary, Greenpro Venture Capital Limited (“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 provision of 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.
On
January 21, 2022, GVCL entered into a forfeiture agreement with Agape. Pursuant to the agreement,
GVCL agreed to transfer 16,500,000 shares out of its total invested 17,500,000 shares of common stock of Agape to Agape for nil consideration.
As a result, GVCL holds approximately 1% of the total outstanding shares of Agape and recognized a loss on forfeiture of other investment
of $1,650.
As
of December 31, 2022, GVCL owns 1,000,000 shares of common stock of Agape and recognized our investment in Agape under a historical cost
of $100 or $0.0001 per share.
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, 2022, 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 our investment in MFAI at historical cost of $4,000,000 (by issuance of 444,444 shares of the Company’s
restricted Common Stock at $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 45,731 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, $16.4
per share, on November 18, 2020.
As
of December 31, 2021, GVCL holds 15% of APSB’s issued and outstanding shares of common stock and recognized our investment in APSB
at historical cost of $749,992 under other investments.
As
of December 31, 2022, the fair value of APSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the
“Appraiser”) and according to our 15% interest in APSB, our investment was valued approximately $736,000. Hence, the Company
recorded an impairment loss of $13,992 for the year ended December 31, 2022.
As
of December 31, 2022, our investment in APSB was revalued at $736,000.
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, 2022, GVCL recognized the investment in GLC 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 68,587 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 25,000 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 68,587 shares of its restricted Common Stock to two designees of Mr. Tang at $14.58 per share to
acquire 10% of the issued and outstanding shares of FBHI for a purchase price of $1,000,000 and issued 25,000 shares of its restricted
Common Stock at $364,500 or $14.58 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 34,259 shares of its restricted Common Stock to two designees of Mr. Tang at $27
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.
As
of December 31, 2022, GVCL, the fair value of FBHI was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited
(the “Appraiser”) and according to our 18% interest in FBHI, our investment was valued approximately $246,000. The depreciation
of FHBI’s fair value was mainly due to a significant decrease of its revenue. Hence, the Company recorded an impairment loss of
$2,043,500 for the year ended December 31, 2022.
As
of December 31, 2022, our investment in FBHI was revalued at $246,000.
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 Malaysia 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 25,759 shares of the Company’s restricted Common Stock, valued at $411,120 or $15.96 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 in NBMSB at historical cost of $411,120 under other investments.
As
of December 31, 2022, the fair value of NBMSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the
“Appraiser”) and according to our 18% interest in NBMSB, our investment was valued approximately $82,000. The depreciation
of NBMSB’s fair value was mainly due to its significant drop of revenue. Hence, the Company recorded an impairment loss of $329,120
for the year ended December 31, 2022.
As
of December 31, 2022, our investment in NBMSB was revalued at $82,000.
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,
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
in AARC at historical cost of $249,385 under other investments.
As
of December 31, 2022, GVCL holds approximately 4% interest of AARC. The Company made a provision of impairment of $249,385 for our investment
in AARC for the year ended December 31, 2022 and impaired our investment in AARC to nil as of December 31, 2022. The provision of full
impairment was due to AARC’s failure in proving its updated financial condition and performance for evaluation.
9. 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 turnkey services, from strategic satellite anchor station solutions, including
construction and facility design, and antenna integration to fully deployable, integrated tactical platform solutions (“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.
As
of December 31, 2022, GVCL recorded the investment in Angkasa at historical cost of $2,800 under other investments.
10. 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.
As
of December 31, 2022, GVCL recorded the investment in Simson at historical cost of $500 under other investments.
11. 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, is principally engaged in developing a multi-faceted
suite of products and services for the crypto currency 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 300,000 shares
of the Company’s restricted Common Stock, valued at $7,206,000 to the Fund.
On
April 7, 2021, the Company issued 300,000 shares of its restricted Common Stock to the Fund and issued 6,000 shares of its restricted
Common Stock to a designee of the Fund as a subscription fee of $144,120 ($24.02 per share) associated with the Fund.
On
December 31, 2021, GRL determined that the value of its investment in the Fund based on the closing stock price of the Company’s
Common Stock was impaired. Hence, an impairment loss of $5,349,600 was recorded for the year ended December 31, 2021, and the investment
in the Fund was revalued at $1,856,400 as of December 31, 2021.
On
December 31, 2022, GRL made a further impairment of $1,532,400 and revalued the investment in the Fund at $324,000 based on the closing
stock price of our Common Stock as of December 31, 2022.
12. 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.
As
of December 31, 2022, the Company recorded the investment in Jocom at historical cost of $150 under other investments.
13. Acquisition of Ata Global Inc.
On
July 30, 2021, GVCL entered into a subscription agreement with Ata Global Inc., a Nevada corporation, is principally in provision of
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.