Item 1A. Risk Factors 35
Item 1B. Unresolved Staff Comments 64
Item 1C. Cybersecurity 64
Item 2. Properties 65
Item 3. Legal Proceedings 65
Item 4. Mine Safety Disclosure 65
PART II
Item 6. [Reserved] 67
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 74
Item 8. Financial Statements and Supplementary Data 74
Item 9A. Controls and Procedures 74
Item 9B. Other Information 74
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 74
PART III
Item 10. Directors, Executive Officers and Corporate Governance 75
Item 11. Executive Compensation 81
Item 14. Principal Accounting Fees and Services 86
PART IV
Item 15. Exhibits, Financial Statement Schedules 87
SIGNATURES 92
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 guarantees of 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 to 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 $0.0001, of the Company;
● “HK” refers to Hong Kong;
● “U.S. dollar,” “$” 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 businesses, 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 Belizean 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 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-based 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). On the same day after this acquisition, GRHK allotted an 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 Financial
Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), a Shenzhen, China-based 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 the provision of a borderless
platform through networking events and programs in China for our members to seek professional services and business opportunities and
to exchange sources of information and research. Currently, GFCSZ principally provides corporate advisory and financial consulting services
to 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, Malaysian company
On
December 23, 2021, Green-X Corp. (“Green-X”) was founded and incorporated by our director, Mr. Lee Chong Kuang (“Mr.
Lee”) in Labuan, Malaysia and consolidated with our group on June 22, 2022.
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 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 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 Belizean 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-based 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 by 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 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. (renamed to Greenpro Global Capital Sdn. Bhd. on June 13, 2018, and subsequently renamed
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 owning 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% of the shareholdings of GFOL were transferred
to GRBVI, and currently, GRBVI holds 100% of GFOL.
Acquisition
of Greenpro Sparkle Insurance 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 Insurance 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.
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.
On
April 15, 2024, we acquired the remaining 40% shares of FWIL from the non-controlling interest (the “NCI”) in exchange
for a distribution of 40% of FWIL’s real estate properties as consideration of its acquisition and settlement of a loan from
the NCI.
Acquisition
of Global Business Hub Limited, a Labuan, Malaysian company
On
June 6, 2024, we acquired Global Business Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr. Lee Chong
Kuang for a price of $100. We acquired GBHL and aim to develop a digital banking business in Malaysia.
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 7,953 shares of the Company’s Common Stock valued at $69,191 or $8.7 per share. The 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 the 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 the 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 Belizean 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.
On
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 at approximately $11,981. Hence, the Company recorded an impairment loss of $39,632 for the year ended
December 31, 2022.
From
2023 to 2024, our investment value in GTL remained the same at $11,981 as no impairment indicator occurred during these two years.
For
the year ended December 31, 2025, the Company recognized an impairment of $11,981 for the investment in GTL due to GTL’s failure
to provide updated financial statements for evaluation. As a result, our investment in GTL was fully impaired with a nil value as of
December 31, 2025.
2. 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 recognized an 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.
As
of December 31, 2025 and 2024, our investment in MFAI remains at nil value.
3. Acquisition of Ata Plus Sdn. Bhd.
On
July 8, 2020, GVCL entered into an acquisition agreement with all 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.
On
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 at 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 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.
As
of December 31, 2025, and 2024, our investment in APSB remains the same with a nil value.
4. 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.
Upon
acquisition, GVCL recognized the investment in GLC at a historical cost of $900 under other investments.
For
the year ended December 31, 2024, the Company recognized an impairment of $900 for the investment in GLC due to its continuous losses
and stockholders’ deficit. As a result, our investment in GLC was fully impaired with a nil value as of December 31, 2024.
As
of December 31, 2025, our investment in GLC remains the same with a nil value.
5. 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 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 the 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 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 a historical cost of $2,289,500 under other investments.
On
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 at approximately $246,000. The depreciation of FHBI’s fair value was mainly due to a significant decrease in 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.
As
of December 31, 2025, and 2024, our investment in FBHI remains the same with a nil value.
6. 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 Malaysian company involved in operating a Chinese media portal that 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, and
liabilities as of November 1, 2020. Therefore, GVCL recognized the investment in NBMSB at a historical cost of $411,120 under other investments.
On
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 at approximately $82,000. The depreciation of NBMSB’s fair value was mainly due to its significant
drop in 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 remained the same at $82,000 as of December 31, 2023.
For
the year ended December 31, 2024, the Company recognized an impairment of $82,000 for the investment in NBMSB due to NBMSB’s failure
to provide updated financial statements for evaluation. As a result, our investment in NBMSB was fully impaired with a nil value as of
December 31, 2024.
As
of December 31, 2025, our investment in NBMSB remains the same with a nil value.
7. 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-X”). Pursuant to the agreement,
GVCL acquired 28,000,000 ordinary shares of Angkasa-X at a price of $2,800 or $0.0001 per share.
Upon
acquisition, GVCL recorded the investment in Angkasa-X at a historical cost of $2,800 under other investments.
For
the year ended December 31, 2024, the Company recognized an impairment of $2,800 for the investment in Angkasa-X due to its continuous
losses and stockholders’ deficit. As a result, our investment in Angkasa-X was fully impaired with a nil value as of December 31,
2024.
As
of December 31, 2025, our investment in Angkasa-X remains the same with a nil value.
8. Acquisition of Ata Global Inc.
On
July 30, 2021, GVCL entered into a subscription agreement with Ata Global Inc., a Nevada corporation, principally in the 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.
Upon
acquisition, the Company recorded the investment in Ata Global at a historical cost of $225 under other investments.
For
the year ended December 31, 2024, the Company recognized an impairment of $225 for the investment in Ata Global due to its failure to
provide updated financial statements for evaluation. As a result, our investment in Ata Global was fully impaired with a nil value as
of December 31, 2024.
As
of December 31, 2025, our investment in Ata Global remains the same with a nil value.
9. 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 device (“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.
Upon
acquisition, the Company recorded the investment in catTHIS at a historical cost of $200 under other investments.
For
the year ended December 31, 2024, the Company recognized an impairment of $200 for the investment in catTHIS due to its continuous loss
and stockholders’ deficit. As a result, our investment in catTHIS was fully impaired with a nil value as of December 31, 2024.
As
of December 31, 2025, our investment in catTHIS remains the same with a nil value.
10. 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.
Upon
acquisition, the Company recorded the investment in ACT Wealth at a historical cost of $600 under other investments.
For
the year ended December 31, 2024, the Company recognized an impairment of $600 for the investment in ACT Wealth due to its failure to
provide updated financial statements for evaluation. As a result, our investment in ACT Wealth was fully impaired with a nil value as
of December 31, 2024.
As
of December 31, 2025, our investment in ACT Wealth remains the same with a nil value.
11. 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.
Upon
acquisition, the Company recorded the investment in Best2Bid at a historical cost of $550 under other investments.
For
the year ended December 31, 2024, the Company recognized an impairment of $550 for the investment in Best2bid due to its failure to provide
updated financial statements for evaluation. As a result, our investment in Best2bid was fully impaired with a nil value as of December
31, 2024.
As
of December 31, 2025, our investment in Best2bid remains the same with a nil value.
12. Acquisition of SEATech Ventures Corp.
On
August 8, 2024, GVCL entered into a stock purchase agreement with an unrelated party, Seah Kok Wah (“Mr. Seah”). Pursuant
to the agreement, Mr. Seah agreed to sell his 923,544 shares of common stock of SEATech Ventures Corp. (“SEATech”) to GVCL
for approximately $92 or $0.0001 per share. SEATech is a Nevada corporation and principally provides mentoring and incubation services
to clients. The investment was recognized at a cost of $92 under other investments.
In
addition to the acquisition in August 2024, together with the remaining 2,279,813 SEATech shares which were acquired and impaired during
2018, GVCL in aggregate holds 3,203,357 shares of common stock of SEATech as of December 31, 2024.
As
of December 31, 2024, the Company recorded the investment in SEATech at a historical cost of $92 under other investments.
For
the year ended December 31, 2025, the Company recognized an impairment of $92 for the investment in SEATech due to its continuous losses
and stockholders’ deficit. As a result, our investment in SEATech was fully impaired with a nil value as of December 31, 2025.
Acquisition
and disposal of other investment
Acquisition and disposal of Jocom Holdings Corp.
On
June 2, 2021, our wholly owned subsidiary, Greenpro Venture Capital Limited (“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.
Upon
acquisition, the Company recorded the investment in Jocom at a historical cost of $150 under other investments.
For
the year ended December 31, 2024, the Company recognized an impairment of $150 for the investment in Jocom due to its continuous losses
and stockholders’ deficit. As a result, our investment in Jocom was fully impaired with a nil value as of December 31, 2024.
On
January 24, 2025, GVCL sold all 1,500,000 shares of Jocom’s common stock to an unrelated party, Chu, Hon Pong, at a price of $39,950.
As a result, GVCL recognized a gain on disposal of other investment of $39,800 and a reversal of impairment of investment of $150 for
the year ended December 31, 2025.
Recent Developments
Subsequent to December 31, 2025,
on February 13, 2026, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Forekast Limited,
a company incorporated in the British Virgin Islands (“Forekast”), and the shareholders of Forekast listed on Annex A thereto
(the “Forekast Shareholders”).
Upon closing of the transactions
contemplated by the Share Exchange Agreement, the Company will acquire from the Forekast Shareholders a number of Forekast ordinary shares
sufficient to result in the Company owning approximately 13.6% of Forekast’s outstanding equity interests on a fully diluted basis
as of the closing date. In consideration thereof, the Company will issue an aggregate of 8,500,000 shares of its common stock (the “Exchange
Shares”) to the Forekast Shareholders
This transaction, if completed,
is intended to expand the Company’s investment portfolio and provide exposure to additional strategic opportunities aligned with
our advisory, consulting, and venture capital activities. The closing is subject to customary conditions, including an outside date of
March 31, 2026. For additional details, see the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026, and
Note 14 – Subsequent Events to the consolidated financial statements.
Business
Overview
Since
2024, through our Labuan subsidiary, Green-X Corp. (“Green-X”), we have launched our blockchain initiative in Indonesia by
conducting training programs in collaboration with institutions like Dubai Blockchain Center. We also signed a strategic agreement with
Pondok Pesantren Darul Fiqhi to promote blockchain technology through Islamic boarding schools. Additionally, we plan to implement a
Brunei Darussalam, Indonesia, Malaysia and the Philippines East ASEAN Growth Area (BIMP-EAGA) digital wallet in Indonesia, that facilitates
and enables us to raise funds through digital means by issuing or offering Shariah-compliant securities token (RAMZ) in Labuan International
Business and Financial Centre (Labuan IBFC).
Green-X
is a platform operator licensed under the Labuan Financial Services and Securities Act 2010 (LFSSA) whereby security token issuers (“Issuers”)
offer their security tokens for subscription and trading by investors (“Investors”) through Green-X digital asset exchange
(“Green-X DAX”) platform. ISRA International Consulting Sdn. Bhd. (“ISRA Consulting/Shariah Adviser of the platform”)
is responsible for advising on and ensuring end-to-end Shariah compliance for the Green-X DAX platform’s operations.
Key
Highlights of Green-X DAX and Shariah Compliance
● Digital assets:
v. In the event that the stablecoins’ values are:
vi. The security tokens can be categorized into two categories:
certificates,
indicating ownership rights over the asset.
The
former a) is considered an asset, while the latter b) represents equity.
● Green-X e-wallet:
● STO issuance:
● Smart contract:
● Late payment charges:
ii. The amount of ta’widh is allowed to be recognized as income.
● Shariah-compliant purpose:
● Below are the parties on the Green-X DAX platform:
Green-X:
A platform operator, licensed under the LFSSA. Green-X operates a Shariah-compliant platform that facilitates the listing of the
Issuer’s security tokens, subscription for security tokens by the Investor and trading of security tokens.
Issuer:
A company that issues Shariah-compliant security tokens through the Green-X DAX platform and intends to raise funds for Shariah-compliant
purposes.
Investor:
Individual or entity that has successfully registered as a Green-X e-wallet user on the Green-X DAX platform and subscribes to security
tokens through payment of consideration in the form of digital assets on the Green-X DAX platform.
DAX
Listing Sponsor: The adviser who is authorized to undertake both Initial Listing Activities and Post Listing Activities including
but not limited to performing due diligence on the Issuer’s assets and business, preparing the Pre-Consultation Presentation and
drafting the STO Business Memorandum.
Shariah
Adviser of the Platform: Herein referred to ISRA Consulting, provides guidelines to the Green-X DAX platform and ensures operations
of the platform are compliant with Shariah rules and principles.
Shariah
Adviser of the Issuer: Shariah Adviser appointed by the Issuer to ensure that the Issuer’s assets and purpose of utilization
for security token issuance are operated and managed in compliance with Shariah rules and principles.