Item 1A. Risk Factors 31
Item 1B. Unresolved Staff Comments 48
Item 1C. Cybersecurity 48
Item 2. Properties 48
Item 3. Legal Proceedings 48
Item 4. Mine Safety Disclosure 48
PART II
Item 6. [Reserved] 50
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 56
Item 8. Financial Statements and Supplementary Data 56
Item 9A. Controls and Procedures 56
Item 9B. Other Information 56
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 56
PART III
Item 10. Directors, Executive Officers and Corporate Governance 57
Item 11. Executive Compensation 62
Item 14. Principal Accounting Fees and Services 65
PART IV
Item 15. Exhibits, Financial Statement Schedules 66
SIGNATURES 69
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 (formerly known as Weld Asia Financial Consulting Limited) (“GFCL”)
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 to provide 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 principally 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 ESG Solutions Sdn. Bhd., (formerly known as 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. (renamed to Greenpro Global Capital Sdn. Bhd. on June 13, 2018 and subsequently renamed
to Greenpro ESG Solutions Sdn. Bhd. on June 1, 2023) (“GPESG”), 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, GPESG issued another 200 shares
to GHL at the price of MYR120,000 (approximately $30,000), resulting in GHL owing 60% of GPESG.
On
August 30, 2018, the remaining 40% of the outstanding shares of GPESG were transferred to GHL, and currently GHL holds 100% of GPESG.
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 (renamed to Greenpro Credit Limited on May 16, 2017) (“GCL”),
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 (renamed Greenpro Sparkle Brokers Limited on April 4, 2019) (“Sparkle”),
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 (“GCL”) 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), a Thailand company
On
July 20, 2018, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”) entered into a sale and purchase agreement
with Mr. Prapakorn Saokliew and Ms. Surapa Jamjang, each holding 45.13% and 45.12% shareholdings of a Thailand company, KSP Holding Group
Company Limited (renamed to Greenpro KSP Holding Group Company Limited on August 7, 2018) (“KSP”), respectively. Pursuant
to the agreement, GVCL agreed to acquire approximately 49% of the shareholdings of KSP 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.
During
2023, no indicator of impairment occurred and hence, our investment value in GTL remains the same at $11,981 as of December 31, 2023.
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, 2023, 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.
For
the year ended December 31, 2023, the Company made a full impairment of $4,000,000 for the investment in MFAI due to continuing
losses incurred by MFAI and uncertainty of the existence of the Millennium Sapphire. As a result, our investment in MFAI was
recorded with a nil value as of December 31, 2023.
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 shares 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, 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.
For
the year ended December 31, 2023, the Company made a further impairment of $736,000 for the investment in APSB due to APSB’s continuing
losses and the Company’s shareholdings in APSB were diluted from 15% to approximately 4% at the end of 2023. As a result, our investment
in APSB was fully impaired with a nil value as of December 31, 2023.
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 to provide training and consulting services to corporate clients
in Hong Kong and China.
As
of December 31, 2023, 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). Therefore, 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, the fair value of FBHI was appraised by 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.
For
the year ended December 31, 2023, the Company made a further impairment of $246,000 for the investment in FBHI due to FBHI’s dormant
status. As a result, our investment in FBHI was fully impaired with a nil value as of December 31, 2023.
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 (“NBMSB”). NBMSB is a Malaysia company involved in operating a Chinese media portal, provides digital news
services focusing on Asian capital markets. NBMSB is also 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. Therefore, 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, 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.
During
2023, no indicator of impairment occurred and hence, our investment value in NBMSB remains the same at $82,000 as of December 31, 2023.
8. 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, 2023, GVCL recorded the investment in Angkasa at historical cost of $2,800 under other investments.
9. 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, 2023, the Company recorded the investment in Jocom at historical cost of $150 under other investments.
10. 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.
As
of December 31, 2023, the Company recorded the investment in Ata Global at historical cost of $225 under other investments.
11. 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.
As
of December 31, 2023, the Company recorded the investment in catTHIS at historical cost of $200 under other investments.
12. Acquisition of ACT Wealth Academy Inc.
On
February 21, 2022, GVCL entered into a subscription agreement with ACT Wealth Academy Inc., a Nevada corporation, which provides training,
seminars, and events in the academic fields (“ACT Wealth”). Pursuant to the agreement, GVCL acquired 6,000,000 shares of
common stock of ACT Wealth at a price of $600 or $0.0001 per share.
As
of December 31, 2023, the Company recorded the investment in ACT Wealth at a historical cost of $600 under other investments.
13. Acquisition of REBLOOD Biotech Corp.
On
April 1, 2022, GVCL entered into a subscription agreement with REBLOOD Biotech Corp., a Nevada corporation, which is principally in provision
of health management and biotechnology services (“REBLOOD”). Pursuant to the agreement, GVCL acquired 1,000,000 shares of
common stock of REBLOOD at a price of $100 or $0.0001 per share.
As
of December 31, 2023, the Company recorded the investment in REDBLOOD at a historical cost of $100 under other investments.
14. Acquisition of Best2bid Technology Corp.
On
June 9, 2022, GVCL entered into a subscription agreement with Best2bid Technology Corp., a Nevada corporation, which provides an online
bidding cum e-commerce platform enabling participants to auction or sell their merchandise to bidders (“Best2bid”). Pursuant
to the agreement, GVCL acquired 5,500,000 shares of common stock of Best2bid at a price of $550 or $0.0001 per share.
As
of December 31, 2023, the Company recorded the investment in Best2Bid at a historical cost of $550 under other investments.
15. Acquisition of Celmonze Wellness Corporation.
On
February 8, 2023, GVCL entered into a subscription agreement with Celmonze Wellness Corporation, a Nevada corporation, which provides
beauty and wellness solutions to clients (“Celmonze”). Pursuant to the agreement, GVCL acquired 5,000,000 shares of common
stock of Celmonze at a price of $500 or $0.0001 per share. The investment was recognized at a historical cost of $500 under other investments.
As
of December 31, 2023, the Company recorded the investment in Celmonze at a historical cost of $500 under other investments.
Acquisition
and termination or disposal of other investments
1. Acquisition and termination 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.
On
May 18, 2023, the Company decided to terminate its investment in the Fund due to significant impairments suffered since subscription
and to cancel the shares issued to the Fund due to the Fund’s failure to provide consideration for the shares. As a result, 300,000
shares of the Company’s restricted Common Stock were cancelled, the value of Common Stock of $300 and the value of additional paid-in
capital of $7,205,700, in aggregate of $7,206,000, were reversed accordingly. The Company recorded a reversal of impairment of other
investment of $6,882,000 during the year ended December 31, 2023.
2. Acquisition and disposal 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.
In
July 2023, GVCL agreed with Simson’s repurchase request, sold back our 5,000,000 owned Simson shares to Simson at $500. We received
cash of $500 from Simson in exchange for our return of Simson shares.
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
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 Solutions” 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;
● Providing international tax planning in China;
● Advising on trust and wealth management;
● Providing crypto currency 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 assist 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 Solutions 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.