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What changed in Greenpro Capital Corp.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Greenpro Capital Corp.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+252 added−290 removedSource: 10-K (2024-03-28) vs 10-K (2023-03-31)

Top changes in Greenpro Capital Corp.'s 2023 10-K

252 paragraphs added · 290 removed · 197 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

87 edited+16 added−18 removed179 unchanged
Biggest changeAs a result of the Employment Contract Law, all our employees have executed standard written employment agreements with us. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. 26 On October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which became effective on July 1, 2011.
Biggest changeWe have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. 26 On October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which became effective on July 1, 2011, the decision to amend the Social Insurance Law of the People’s Republic of China was made by the Standing Committee of the National People’s Congress on December 29, 2018, and came into effect on December 29, 2018.
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.
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.
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.
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.
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.
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.
Greenpro Trust Limited March 30, 2015 8.33 % Provides trusteeship, custodial and fiduciary services. (Hong Kong) April 13, 2016 2.78 % 2. Agape ATP Corporation (Nevada, USA) April 14, 2017 1.33 % Supplies health and wellness products. 3. Millennium Fine Art Inc. (Wyoming, USA) June 29, 2020 4.65 % Invests in art (Millennium Sapphire). 4. Ata Plus Sdn. Bhd.
Greenpro Trust Limited March 30, 2015 8.33 % Provides trusteeship, custodial and fiduciary services. (Hong Kong) April 13, 2016 2.78 % 2. Agape ATP Corporation (Nevada, USA) April 14, 2017 1.30 % Supplies health and wellness products. 3. Millennium Fine Art Inc. (Wyoming, USA) June 29, 2020 4.65 % Invests in art (Millennium Sapphire). 4. Ata Plus Sdn. Bhd.
Currently, there are six trademarks registered under the name of Greenpro Resources (HK) Limited. Trademark Trademark Owner Country / Territory Registration Date Brief Description Greenpro Resources (HK) Limited Hong Kong August 11, 2010, June 25, 2013, and December 3, 2014 Classes 35, 41, 42: Advertising, business management, business administration, office functions, research services, education, training U.S.A.
Currently, there are six trademarks registered under the name of Greenpro Resources (HK) Limited. Trademark Trademark Owner Country / Territory Registration Date Brief Description Greenpro Resources (HK) Limited Hong Kong August 11, 2010, June 25, 2013, and December 3, 2014 Classes 35, 41, 42: Advertising, business management, business administration, office functions, research services, education and training U.S.A.
Our “Cross-Border Business Solution” includes the following services: ● Advising clients on company formation in Hong Kong, the United States, the British Virgin Islands and other overseas jurisdictions; ● Assisting companies to set up bank accounts with banks in Hong Kong to facilitate clients’ banking operations; ● Providing bank loan referral services; ● Providing company secretarial services; ● Assisting companies in applying for business registration certificates with the Inland Revenue Department of Hong Kong; ● Providing corporate finance consulting services; ● Providing due diligence investigations and valuations of companies; ● Advising clients regarding debt and company restructurings; ● Providing liquidation, insolvency, bankruptcy and individual voluntary arrangement advice and assistance; ● Designing a marketing strategy and promoting the company’s business, products and services; ● 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 in setting up cloud inventory systems to assist clients to record, maintain and control their inventories and track their inventory levels; ● Assisting in setting up cloud accounting systems to enable clients to keep track of their financial performance; ● Assisting clients in payroll matters operated in our cloud payroll system; ● Assisting clients in tax planning, preparing the tax computation and making tax filings with the Inland Revenue Department of Hong Kong; ● Cross-border listing advisory services, including but not limited to, United States, United Kingdom, Hong Kong, and Australia; ● International tax planning in China; ● Advising on Trust and wealth management; ● Providing an online equity crowd funding platform to assist small to medium sized enterprises (SMEs) to access funding through its platform; ● Providing crypto currency trading and digital asset exchange services; ● Providing a capital market focused portal to browse business markets or corporate news; ● Providing big data and focusing on artificial intelligence (AI) to provide financial services; ● Providing financial technology (FinTech) services; and ● Transaction services. 17 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.
Our “Cross-Border Business Solutions” includes the following services: ● Advising clients on company formation in Hong Kong, the United States, the British Virgin Islands, and other overseas jurisdictions; ● Assisting companies to set up bank accounts with banks in Hong Kong to facilitate clients’ banking operations; ● Providing bank loan referral services; ● Providing company secretarial services; ● Assisting companies in applying for business registration certificates with the Inland Revenue Department of Hong Kong; ● Providing corporate finance consulting services; ● Providing due diligence investigations and valuations of companies; ● Advising clients regarding debt and company restructurings; ● Providing liquidation, insolvency, bankruptcy and individual voluntary arrangement advice and assistance; ● Designing a marketing strategy and promoting the company’s business, products, and services; ● 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 in setting up cloud inventory systems to assist clients to record, maintain and control their inventories and track their inventory levels; ● Assisting in setting up cloud accounting systems to enable clients to keep track of their financial performance; ● Assisting clients in payroll matters operated in our cloud payroll system; ● Assisting clients in tax planning, preparing the tax computation, and making tax filings with the Inland Revenue Department of Hong Kong; ● Providing cross-border listing advisory services, including but not limited to, United States, United Kingdom, Hong Kong, and Australia; ● Providing international tax planning in China; ● Advising on trust and wealth management; ● Providing an online equity crowd funding platform to assist small to medium sized enterprises (SMEs) to access funding through its platform; ● Providing crypto currency trading and digital asset exchange services; ● Providing a capital market focused portal to browse business markets or corporate news; ● Providing big data and focusing on artificial intelligence (AI) to provide financial services; ● Providing financial technology (FinTech) services; and ● Transaction services. 17 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.
Common exits are: ○ IPO (Initial Public Offering): The company’s shares are offered in a public sale on an established securities market. ○ Trade sale (Acquisition): The entire company is sold to another company. ○ Secondary sale: The company’s firm sells only part of its shares. ○ Buyback or MBO: Either the entrepreneur or the management of the company buys back the company’s shares of the firm. ○ Reconstruction, liquidation or bankruptcy: If the project fails, the company will restructure or close down its operations.
Common exits are: ○ Initial Public Offering (IPO): The company’s shares are offered in a public sale on an established securities market. ○ Trade sale (Acquisition): The entire company is sold to another company. ○ Secondary sale: The company’s firm sells only part of its shares. ○ Buyback or management buyout (MBO): Either the entrepreneur or the management of the company buys back the company’s shares of the firm. ○ Reconstruction, liquidation, or bankruptcy: If the project fails, the company will restructure or close down its operations.
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.
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.
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.
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.
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”).
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”).
In such instances, we may seek protection of our intellectual property through measures taken to increase the confidentiality of intellectual property. We have registered trademarks as a means of protecting the brand names of our companies and products. We intend to protect our trademarks against infringement, and also seek to register design protection where appropriate.
In such instances, we may seek protection of our intellectual property through measures taken to increase the confidentiality of intellectual property. We have registered trademarks as a means of protecting the brand names of our companies and products. We intend to protect our trademarks against infringement, and seek to register design protection where appropriate.
We believe that our clients can reduce their business costs and enhance their revenues by utilizing our Package Solution. Cross-Border Business Solutions/Cross-Border Listing Solutions We provide a full range of cross-border services to small to medium-sized enterprises (SMEs) to assist them in conducting their business effectively.
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.
The competition in China and Malaysia is not as fierce as in Hong Kong. Our major competitors in China are JP Investment Group and QMIS Financial Group while our major competitors in Malaysia are Global Bridge Management Sdn. Bhd. and QMIS Financial Group. These competitors generate significant traffic and have established brand recognition and financial resources.
The competition in China or Malaysia is not as fierce as in Hong Kong. Our major competitors in China are JP Investment Group and QMIS Financial Group while our major competitors in Malaysia are Global Bridge Management Sdn. Bhd. and QMIS Financial Group. These competitors generate significant traffic and have established brand recognition and financial resources.
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”).
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”).
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”).
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”).
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.
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.
Under the Foreign Currency Administration Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the relevant foreign exchange conversion bank, the RMB will be convertible for current account items, including the distribution of dividends, interest and royalty payments, and trade and service-related foreign exchange transactions.
Under the Foreign Exchange Administration Regulations, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the relevant foreign exchange conversion bank, the RMB will be convertible for current account items, including the distribution of dividends, interest and royalty payments, and trade and service-related foreign exchange transactions.
Our plan is to bundle our Cross-Border Business Solution services with our cloud accounting solutions and Accounting Outsourcing Services described below.
Our plan is to bundle our Cross-Border Business Solutions services with our cloud accounting solutions and Accounting Outsourcing Services described below.
As of December 31, 2022, the Company recorded the investment in catTHIS at historical cost of $200 under other investments. 15. 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”).
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”).
(Malaysia) July 8, 2020 15 % Provides an online equity crowd funding platform to assist small to medium-sized enterprises (SMEs) to access funding through its platform. 5. Global Leaders Corporation (Nevada, USA) August 30, 2020 5.83 % Provides training and consulting services. 6. First Bullion Holdings Inc.
(Malaysia) July 8, 2020 4.45 % Provides an online equity crowd funding platform to assist small to medium-sized enterprises (SMEs) to access funding through its platform. 5. Global Leaders Corporation (Nevada, USA) August 30, 2020 5.83 % Provides training and consulting services. 6. First Bullion Holdings Inc.
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. 13 6. Acquisition of First Bullion Holdings, Inc. On October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr.
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. 13 6. Acquisition of First Bullion Holdings, Inc. On October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr.
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 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.
We see tremendous opportunity to the extent that this trend continues worldwide. With respect to cross border listing advisory services, we are assisting private companies in their desire to list and trade on public exchanges, including the U.S. NASDAQ and OTC Markets.
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.
Shenzhen Falcon Financial Consulting Limited (China) Provides Hong Kong company formation advisory services and company secretarial services and financial services. It focuses on China clients. Greenpro Global Capital Sdn. Bhd. (formerly known as Greenpro Wealthon Sdn. Bhd.) (Malaysia) Provides corporate advisory services such as company review, bank loan advisory and bank products analysis services.
Shenzhen Falcon Financial Consulting Limited (China) Provides Hong Kong company formation advisory services and company secretarial services and financial services. It focuses on China clients. Greenpro ESG Solutions Sdn. Bhd. (formerly known as Greenpro Global Capital Sdn. Bhd.) (Malaysia) Provides corporate advisory services such as company review, bank loan advisory and bank products analysis services.
ADAQ is dedicated to equip emerging growth companies in the Asia Pacific region with the guidance and information to identify, build and stream their sustainable core values.
ADAQ is dedicated to equipping emerging growth companies in the Asia Pacific region with the guidance and information to identify, build and stream their sustainable core values.
The Employment Contract Law also permits a trade union to enter into a collective employee contract with an employer on behalf of all the employees. Where a trade union has not been formed, a representative appointed under the recommendation of a high-level trade union may execute the collective employment contract.
The Employment Contract Law also permits a trade union to enter into a collective employee contract with an employer on behalf of all the employees. Where a trade union has not been formed, a representative appointed by employee under the guidance of a high-level trade union may execute the collective employment contract.
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”).
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”).
In addition, it offers an acceleration program to incubate and assist companies to accelerate the process by which they seek to list on international exchanges such as New York Stock Exchange (“NYSE”), NASDAQ and Hong Kong Stock Exchange (“HKEX”). ● ADAQ has three major functions: 1. Corporate Value Building Program 2.
In addition, it offers an acceleration program to incubate and assist companies to accelerate the process by which they seek to list on international exchanges such as New York Stock Exchange (NYSE), NASDAQ and Hong Kong Stock Exchange (HKEX). ● ADAQ has three major functions: 1. Corporate Value Building Program 2.
October 19, 2020 10 % Provides crypto currency trading and digital asset exchange services. (British Virgin Islands) February 17, 2021 8 % 7. New Business Media Sdn. Bhd. (Malaysia) November 1, 2020 18 % Provides a capital market focused portal to browse business markets or corporate news. 8.
October 19, 2020 10 % Provides crypto currency trading and digital asset exchange services. (British Virgin Islands) February 17, 2021 8 % 7. New Business Media Sdn. Bhd. (Malaysia) November 1, 2020 18 % Provides a capital market focused portal to browse business markets or corporate news. 8. Angkasa-X Holdings Corp.
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.
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.
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, 2022, the Company recorded the investment in Ata Global at historical cost of $225 under other investments. 14. Acquisition of catTHIS Holdings Corp.
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.
Our planned Package Solution will be structured in Hong Kong, but services may be outsourced to lower cost jurisdictions such as Malaysia and China, which encourage and welcome outsourcing services. 24 The following regulations are the laws and regulations that may be applicable to us: Hong Kong Our businesses located in Hong Kong are subject to the general laws in Hong Kong governing businesses, including labor, occupational safety and health, general corporations, intellectual property and other similar laws.
Our planned Package Solution will be structured in Hong Kong, but services may be outsourced to lower cost jurisdictions such as Malaysia and China, which encourage and welcome outsourcing services. 24 The following regulations are the laws and regulations that may be applicable to us: Hong Kong Our businesses located in Hong Kong are subject to the laws and ordinances enacted in Hong Kong including, but not limited to, labor, occupational safety and health, general corporations, intellectual property, and other similar laws.
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, 2022, the Company recorded the investment in ACT Wealth at a historical cost of $600 under other investments. 16. Acquisition of REBLOOD Biotech Corp.
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 August 30, 2018, the remaining 40% of the outstanding shares of GGCSB were transferred to GHL, and currently GHL holds 100% of GGCSB.
On August 30, 2018, the remaining 40% of the outstanding shares of GPESG were transferred to GHL, and currently GHL holds 100% of GPESG.
For the years ended December 31, 2022, and 2021, the MPF contributions by the Company were $22,025 and $25,663, respectively. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. We are required to contribute to the Social Insurance Schemes and Housing Fund Schemes for all eligible employees in PRC.
For the years ended December 31, 2023, and 2022, the MPF contributions by the Company were $22,027 and $22,025, respectively. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. We are required to contribute to the Social Insurance Schemes and Housing Fund Schemes for all eligible employees in PRC.
Expansion of Corporate Finance Services: We plan to further expand our corporate finance services business. Our corporate finance services include financial advisory services relating to listings in the US capital markets (e.g., NASDAQ and OTC Markets) and listings in Hong Kong, mergers and acquisitions, investment valuation, project management and other financial advisory services.
Expansion of Corporate Finance Services: We plan to further expand our corporate finance services business. Our corporate finance services include financial advisory services relating to listings in the US capital markets (NYSE, NASDAQ or OTC Markets) or listings in Hong Kong, mergers and acquisitions, investment valuation, project management and other financial advisory services.
Competition We operate in a mature, competitive industry. We consider our focus to be on a niche market of small and medium-sized businesses. Competition in the general field of business advisory services is quite intense, particularly in Hong Kong.
We consider our focus to be on a niche market of small and medium-sized businesses. Competition in the general field of business advisory services is quite intense, particularly in Hong Kong.
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.
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.
Unless the employee requests to enter into a fixed term contract, an employer who fails to enter into a non-fixed term contract pursuant to the Employment Contract Law is liable to pay the employee double salary from the date the employment contract is renewed. c.
Unless the employee requests to enter into a fixed term contract, an employer who fails to enter into a non-fixed term contract pursuant to the Employment Contract Law is liable to pay the employee double his/her salary from the date the employment contract should be renewed a non-fixed term. c.
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.
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.
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 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.
As of December 31, 2022, the Company recorded the investment in REDBLOOD at a historical cost of $100 under other investments. 17. Acquisition of Best2bid Technology Corp.
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.
China A portion of our acquired businesses located in China and subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws. 25 Employment Contracts The Employment Contract Law was promulgated by the National People’s Congress’ Standing Committee on June 29, 2007, and took effect on January 1, 2008.
China A portion of our acquired businesses located in China and subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws. 25 Employment Contracts The Employment Contract Law was promulgated by the National People’s Congress’ Standing Committee on June 29, 2007, and took effect on January 1, 2008 and was revised at the 30th meeting of the Standing Committee of the 11th National People’s Congress on December 28, 2012.
Where an employee has been employed for more than one year, the employee will be entitled to such compensation equivalent to one month’s salary for every completed year of service. Where an employee has been employed for less than one year, such employee will be deemed to have completed one full year of service. d.
Where an employee has been employed for more than one year, the employee will be entitled to such compensation equivalent to one month’s salary for every completed year of service.
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.
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 participants are entitled to all our contributions together with accrued returns regardless of their length of service with the Company. For the years ended December 31, 2022, and 2021, the contributions were $36,593 and $35,977, respectively.
The participants are entitled to all our contributions together with accrued returns regardless of their length of service with the Company. For the years ended December 31, 2023, and 2022, the contributions were $29,570 and $36,593, respectively.
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. 9 Acquisition of Greenpro Global Capital Sdn.
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. 9 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. (“GGCSB”, renamed to Greenpro Global Capital Sdn. Bhd. on June 13, 2018), from our director, Mr.
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.
Seasonality Our businesses are not subject to seasonality. 28 Employees As of March 31, 2023, we have 48 employees, located in the following territories: Country/Territory Number of Employees Malaysia 15 China 23 Hong Kong 10 As a result of the Employment Contract Law, all our employees in China have executed standard written employment agreements with us.
Seasonality Our businesses are not subject to seasonality. 28 Employees As of March 28, 2024, we have 46 employees, located in the following territories: Country/Territory Number of Employees Malaysia 12 China 23 Hong Kong 11 As a result of the Employment Contract Law, all our employees in China have executed standard written employment agreements with us.
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.
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.
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.
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.
Right to non-fixed term contracts Under the Employment Contract Law, an employee may request a non-fixed term contract without an employer’s consent to renew.
Right to non-fixed term contracts Under the Employment Contract Law, an employee may request a non-fixed term contract without an employer’s consent to renew, if the employee has worked for ten consecutive years.
A FIE shall truthfully use its capital by itself within the business scope and shall not, directly or indirectly, use its capital or RMB converted from the foreign currency-dominated capital for (i) expenditure beyond its business scope or expenditure prohibited by laws or regulations, (ii) disbursing RMB entrusted loans (unless permitted under its business scope), repaying inter-corporate borrowings (including third-party advance) and repaying RMB bank loans already refinanced to any third party.
A FIE shall truthfully use its capital by itself within the business scope and shall not, directly or indirectly, use its capital or RMB converted from the foreign currency-dominated capital for (i) expenditure beyond its business scope or expenditure prohibited by laws or regulations, (ii) direct account indirectly used for securities investment; (iii) disbursing RMB entrusted loans (unless permitted under its business scope), repaying inter-corporate borrowings (including third-party advance) and repaying RMB bank loans already refinanced to any third party; (iv) except for foreign-invested real estate enterprises, it shall not be used to pay related expenses for purchasing non-self-use real estate.
We hope to generate deal flow through personal contacts of our management team as well as through our business incubator. We generated revenues of $3,673,997 during the fiscal year ended December 31, 2022, and $2,949,780 during the fiscal year ended December 31, 2021. We are not a party to any long-term agreements with our customers.
We hope to generate deal flow through personal contacts of our management team as well as through our business incubator. We generated revenues of $3,477,664 and $3,673,997 during the fiscal years ended December 31, 2023, and 2022, respectively. We are not a party to any long-term agreements with our customers. Competition We operate in a mature, competitive industry.
The Ministry of Human Resources and Social Security promulgated the Interim Provisions on Labor Dispatch on January 24, 2014. The Interim Provisions on Labor Dispatch, which became effective on March 1, 2014, sets forth that labor dispatch should only be applicable to temporary, auxiliary or substitute positions.
The Interim Provisions on Labor Dispatch, which became effective on March 1, 2014, sets forth that labor dispatch should only be applicable to temporary, auxiliary or substitute positions.
Pursuant to the agreement, GVCL acquired 600,000 shares of common stock of 72 Technology at a price of $6,000 or $0.01 per share. Our investment in 72 Technology was recognized at historical cost of $6,000 under other investments.
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.
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.
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.
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.
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.
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.
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.
Greenpro Financial Consulting Limited (Belize) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory, transaction services. Greenpro Capital Village Sdn. Bhd. (Malaysia) Provides business consulting and advisory services in Malaysia. Green-X Corp. (Malaysia) A licensed asset exchange operator under Labuan Financial Services Authority (LFSA), Malaysia. Greenpro Venture Capital Limited (Anguilla) A holding company.
(Malaysia) Provides business consulting and advisory services in Malaysia. Green-X Corp. (Malaysia) A licensed asset exchange operator under Labuan Financial Services Authority (LFSA), Malaysia. Greenpro Venture Capital Limited (Anguilla) A holding company.
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.
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.
The information contained on our website is not, and should not be interpreted to be, a part of this Form 10-K. We have regional offices in Hong Kong and Shenzhen, China which principally serve their respective clients and provide support to the Company. 29 Future Development Plan We are in the process of carrying out the following development plans. 1.
The information contained on our website is not, and should not be interpreted to be, a part of this Form 10-K. We have regional offices in Hong Kong and Shenzhen, China which principally serve their respective clients and provide support to the Company. We are required to file periodic reports and current reports with the Securities and Exchange Commission (“SEC”).
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.
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.
As of December 31, 2022, the Company recorded the investment in Best2Bid at a historical cost of $550 under other investments. 15 Acquisition and disposal or write off of other investments 1. Acquisition and disposal of Pentaip Technology Inc.
As of December 31, 2023, the Company recorded the investment in Celmonze at a historical cost of $500 under other investments. 15 Acquisition and termination or disposal of other investments 1.
For example: ● Capital contributions to our PRC subsidiaries, whether existing or newly established ones, must be approved by the Ministry of Commerce or its local counterparts; ● Loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches; and ● Loans by us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches. 27 On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or “Circular 142”.
For example: ● Capital contributions to our PRC subsidiaries, whether existing or newly established ones, must be approved by the Ministry of Commerce or its local authorities; ● Loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches; and ● Loans by us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches. 27 On March 30, 2015, SAFE issued the Circular of the State Administration of Foreign Exchange Concerning Reform of the Administrative Approaches to Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or “Circular 19”, which became effective on June 1, 2015, to regulate the conversion by foreign invested enterprises, or FIEs, of foreign currency into RMB by restricting how the converted RMB may be used.
Because our website is maintained through the server in Hong Kong, we expect that we will be required to comply with the rules and regulations and Hong Kong governing the data usage and regular terms of service applicable to our potential customers.
Because our website is maintained through the server in Hong Kong, we shall be required to comply with all laws and ordinances enacted in Hong Kong including, inter alia, data usage and regular terms of services applicable to our potential customers.
Under the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.
Under the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, and it was revised again by the State Council in 2019 and implemented on March 24, 2019. PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank.
For the year ended December 31, 2022, we recorded a loss from written off of investment of $1,000, and as of December 31, 2022, we had no investment in Fruita. 16 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.
We received cash of $500 from Simson in exchange for our return of Simson shares. 16 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.
Greenpro Family Office Limited (Hong Kong) Provides professional multi-family office offers services such as wealth planning, administration, asset protection and management, asset consolidation, asset performance monitoring, charity services, tax and legal services, trusteeship and risk management, investment planning and management, and business support services.
Greenpro Family Office Limited (Hong Kong) Provides multi-family office services such as wealth planning and administration, asset protection and performance monitoring, charity services, trusteeship and risk management, investment planning and business support services. Greenpro Financial Consulting Limited (Belize) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory, transaction services. Greenpro Capital Village Sdn. Bhd.
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.
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. 14 8. Acquisition of Angkasa-X Holdings Corp.
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.
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.
In addition, an employee is also entitled to a non-fixed term contract with an employer if he has completed two fixed term employment contracts with such employer; however, such employee must not have committed any breach or have been subject to any disciplinary actions during his employment.
In addition, when signing the third employment contract, the employee is also entitled to a non-fixed term contract with an employer if he has completed two fixed term employment contracts with such employer.
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.
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 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.
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.
If an employer fails to execute an employment contract for more than 12 months from the commencement of the employee’s employment, an employment contract would be deemed to have been entered into between the employer and employee for a non-fixed term. b.
If the employer does not sign an employment contract with the employee for more than 12 months since commencement, it will be deemed that an employment contract with a non-fixed term has been signed between the employer and the employee from the day after one year of the employment. b.
Foreign Exchange Control and Administration Foreign exchange in China is primarily regulated by: ● The Foreign Currency Administration Rules (1996), as amended; and ● The Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.
Foreign Exchange Control and Administration Foreign exchange in China is primarily regulated by: ● The Regulations of the People’s Republic of China on Foreign Exchange Administration (revised in 2008) (“Foreign Exchange Administration Regulations”); and ● The Administration Interim Provisions of the Settlement, Sale and Payment of Foreign Exchange (1996).
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.
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”).
(Nevada, USA) August 27, 2021 1.58 % Provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any devices. 15. ACT Wealth Academy Inc. (Nevada, USA) February 21, 2022 9.80 % Provides trainings, seminars, events and academy in fields related, but not limited to, financial and wealth. 16. REBLOOD Biotech Corp.
(Nevada, USA) July 30, 2021 5 % Provides financial technology (FinTech) services. 11. catTHIS Holdings Corp. (Nevada, USA) August 27, 2021 1.58 % Provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any devices. 12. ACT Wealth Academy Inc.
On September 21, 2018, the remaining 49% shareholdings of GFOL were transferred to GRBVI, and currently GRBVI holds 100% of GFOL.
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeMany of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our future offerings, business and our share price.
Biggest changeAs a result of these scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations.
The Company is headquartered in Malaysia with operations in Hong Kong and China. The Company is NOT a Chinese operating company but a Malaysian holding company with operations conducted by its subsidiaries based in China and that this structure involves unique risks to investors. It does not use variable interest entities in its corporate structure.
The Company is headquartered in Malaysia with operations in Hong Kong and China. The Company is NOT a Chinese operating company but a Malaysian holding company with operations conducted by its subsidiaries based in Hong Kong and China that this structure involves unique risks to investors. It does not use variable interest entities in its corporate structure.
If any or all of the foregoing were to occur, this could lead to a material change in our Hong Kong and China subsidiaries’ operations and/or the value of the Company’s Common Stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 35 Our shares may be delisted under the Holding Foreign Companies Accountable Act (“HFCAA”) if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021.
If any or all the foregoing were to occur, this could lead to a material change in our Hong Kong and China subsidiaries’ operations and/or the value of the Company’s Common Stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 35 Our shares may be delisted under the Holding Foreign Companies Accountable Act (“HFCAA”) if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021.
In addition, any litigation may be protracted and result in substantial costs and a diversion of resources and management attention. All of these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements under our permits and other statutory and contractual rights and interests.
In addition, any litigation may be protracted and result in substantial costs and a diversion of resources and management attention. All these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements under our permits and other statutory and contractual rights and interests.
U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC.
U.S. public companies that have substantially all their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC.
The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.
The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.
The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities.
The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities.
A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.
A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.
On December 16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.
On December 16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.
The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation.
The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation.
Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.
Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.
Our auditor, JP Centurion & Partners PLT (“Centurion”) is headquartered in Kuala Lumpur, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.
Our auditor, JP Centurion & Partners PLT (“Centurion”) is headquartered in Kuala Lumpur, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.
We are not aware of any reasons to believe or conclude that Centurion, would not permit an inspection by PCAOB or may not be subject to such inspection.
We are not aware of any reasons to believe or conclude that Centurion, would not permit an inspection by PCAOB or may not be subject to such inspection.
Centurion is outside the jurisdiction of Hong Kong and China and have assured us that if requested, they shall cooperate and deliver work papers of our Chinese subsidiaries to the PCAOB for inspection. We cannot assure you that the jurisdiction in which our current auditor is located would not implement rules forbidding our auditor to be subject to PCAOB inspection.
Centurion is outside the jurisdiction of Hong Kong and China and have assured us that if requested, they shall cooperate and deliver work papers of our Chinese subsidiaries to the PCAOB for inspection. We cannot assure you that the jurisdiction in which our current auditor is located would not implement rules forbidding our auditor to be subject to PCAOB inspection.
If such rules were to be implemented, we may have to incur substantial costs and time to appoint a new auditor to re-audit our financials.
If such rules were to be implemented, we may have to incur substantial costs and time to appoint a new auditor to re-audit our financials.
According to the Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; if a domestic company fails to complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
According to the Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; if a domestic company fails to complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in mainland China or its main places of business are located in mainland China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in mainland China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect or investigate (“Commission-Identified Issuers”).
The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is in a foreign jurisdiction and that the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect or investigate (“Commission-Identified Issuers”).
The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified Issuers”).
The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified Issuers”).
Our business direction going forward is focused in the Asia region which, accordingly, could place our future business, financial condition, results of operations and prospects be influenced to a certain degree by political, economic and social conditions in China generally.
Our business direction going forward is focused on the Asia region which, accordingly, could place our future business, financial condition, results of operations and prospects be influenced to a certain degree by political, economic, and social conditions in China generally.
We may also be subjected to Chinese anti-corruption laws, which strictly prohibit the payment of bribes to government officials. Going forward Hong Kong and China subsidiaries may have operations, agreements with third parties, and make sales in China, which may experience corruption.
We may also be subjected to Chinese anti-corruption laws, which strictly prohibit the payment of bribes to government officials. Going forward, our Hong Kong and China subsidiaries may have operations, agreements with third parties, and make sales in China, which may experience corruption.
Any failure by us to fully comply with new regulatory requirements, including but limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value or become worthless. 46 Risks Related to our Common Stock Our failure to meet the continued listing requirements of Nasdaq could result in the de-listing of our Common Stock.
Any failure by us to fully comply with new regulatory requirements, including but limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value or become worthless. 46 Risks Related to our Common Stock If we fail to meet the continued listing requirements of Nasdaq could result in the de-listing of our Common Stock.
We are still assessing our business operations and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or in our sector in particular.
We are still assessing our business operations and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or particularly in our sector.
On June 10, 2021, the Standing Committee of the National People’s Congress of China promulgated the Data Security Law which shall take effect in September 1, 2021.
On June 10, 2021, the Standing Committee of the National People’s Congress of China promulgated the Data Security Law which shall take effect on September 1, 2021.
The relevant PRC laws apply not only to third-party transactions, but also to transfers of information between us, our subsidiaries and other parties with which we/they have commercial relations. The PRC regulatory and enforcement regime with regard to privacy and data security is evolving.
The relevant PRC laws apply not only to third-party transactions, but also to transfers of information between us, our subsidiaries, and other parties with which we/they have commercial relations. The PRC regulatory and enforcement regime regarding privacy and data security is evolving.
There can be no assurance that we will succeed. We may be unable to enter into our intended markets successfully.
There can be no assurance that we will succeed. We may be unable to enter our intended markets successfully.
If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2022, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2023.
If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022.
Our growth strategy is substantially dependent upon our ability to successfully market our service to prospective clients. However, our planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time.
Our growth strategy is substantially dependent upon our ability to successfully market our service to prospective clients. However, our planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period.
The Chinese government may intervene or influence the Company’s current and future operations in Hong Kong and China at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves.
The Chinese government may intervene or influence the Company’s current and future operations in Hong Kong and China at any time or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes us.
In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.
In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment for certain industries or companies.
In addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2022, audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.
In addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2023, audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.
PRC regulators, including the Ministry of Public Security, the MIIT, the SAMR and the Cyberspace Administration of China, have been increasingly focused on regulation in the areas of data security and data protection, including for mobile apps, and are enhancing the protection of privacy and data security by rule-making and enforcement actions at central and local levels.
PRC regulators, including the Ministry of Public Security, the MIIT, the SAMR and the Cyberspace Administration of China, have been increasingly focused on regulation in the areas of data security and data protection, including for mobile apps, and are enhancing the protection of privacy and data security by rulemaking and enforcement actions at central and local levels.
However, we are not in any position to guarantee the implementation of the “one country, two systems” principle and the level of autonomy as currently in place at the moment. Any changes in the state of political environment in Hong Kong may materially and adversely affect our business and operation.
However, we are not in any position to guarantee the implementation of the “one country, two systems” principle and the level of autonomy as currently in place now. Any changes in the state of political environment in Hong Kong may materially and adversely affect our business and operation.
In the event that the U.S. regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws.
If the U.S. regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws.
The PRC government is increasingly focused on data security, recently launching cyber security review against a number of mobile apps operated by several US-listed Chinese companies and prohibiting these apps from registering new users during the review period.
The PRC government is increasingly focused on data security, recently launching cyber security review against several mobile apps operated by several US-listed Chinese companies and prohibiting these apps from registering new users during the review period.
However, according to the “Arrangement for Overseas Listing of Domestic Enterprises” issued by the China Securities Regulatory Commission on February 17, 2023, it is clearly stipulated that if a foreign investor acquires control of a domestic enterprise and is listed overseas as an issuer, and the issuer simultaneously meets the following conditions, it will be recognized as an indirect overseas listing of a domestic enterprise and subject to the supervision and management of the China Securities Regulatory Commission: (1) The operating income, total profit, total assets, or net assets of the domestic enterprise in the most recent accounting year, the ratio of any indicator of total profit, total assets, or net assets , whichever to the issuer’s audited consolidated financial statements for the same period exceeds 50%; (2) The main business activities are carried out in China or the main premises are located in China, or the majority of senior management personnel responsible for business management are Chinese citizens or have their habitual residence in China.
However, according to the “Arrangement for Overseas Listing of Domestic Enterprises” and the Management Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (hereinafter “Management Trial Measures”) issued by the China Securities Regulatory Commission on February 17, 2023, Management Trial Measures are clearly stipulated that if a foreign investor acquires control of a domestic enterprise and is listed overseas as an issuer, and the issuer simultaneously meets the following conditions, it will be recognized as an indirect overseas listing of a domestic enterprise and subject to the supervision and management of the China Securities Regulatory Commission: (1) The operating income, total profit, total assets, or net assets of the domestic enterprise in the most recent accounting year, the ratio of any indicator of total profit, total assets, or net assets , whichever to the issuer’s audited consolidated financial statements for the same period exceeds 50%; (2) The main business activities are carried out in mainland China or the main premises are located in mainland China, or the majority of senior management personnel responsible for business management are Chinese citizens or have their habitual residence in mainland China.
None of the aforesaid business activities appears to be within the current targeted areas of concern by the Chinese government. The Company plans to continue to explore future potential business opportunities in the Asia region, in particular South East Asia.
None of the aforesaid business activities appears to be within the current targeted areas of concern by the Chinese government. The Company plans to continue to explore future potential business opportunities in the Asia region, in particular Southeast Asia.
For the aforementioned concerns, we may be subject to the additional and more stringent criteria of NASDAQ for our continued listing. The current tension in international trade, particularly with regard to U.S. and China trade policies, may adversely impact our business, financial condition, and results of operations.
For the concerns, we may be subject to the additional and more stringent criteria of NASDAQ for our continued listing. The current tension in international trade, particularly regarding U.S. and China trade policies, may adversely impact our business, financial condition, and results of operations.
This concentration of ownership in our shares by executive officers will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. 47 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
This concentration of ownership in our shares by executive officers will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. 47
More specifically our business was affected to a large extent by a shut-down of operations both for ourselves and our clients for much of 2020 and the first half of 2021. Total revenue for fiscal year 2022 was $$ 3,673,997 compared to $2,949,780 for fiscal year 2021.
More specifically our business was affected to a large extent by a shut-down of operations both for ourselves and our clients for much of 2020 and the first half of 2021. Total revenue for fiscal year 2023 was $3,477,664 compared to $3,673,997 for fiscal year 2022.
According to the Cyber Security Review Measures promulgated by the Cyberspace Administration of China and certain other PRC regulatory authorities in April 2020, which became effective in June 2020, operators of critical information infrastructure must pass a cyber-security review when purchasing network products and services which do or may affect national security.
According to the Cyber Security Review Measures promulgated by the Cyberspace Administration of China and certain other PRC regulatory authorities in December 2021, which became effective in February 2022, operators of critical information infrastructure must pass a cyber-security review when purchasing network products and services which do or may affect national security.
The Trial Measures, and the Draft Archives Rules if enacted, may subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all.
The Trial Measures, and Regulations on Overseas Listing Archives subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all.
On April 2, 2022, the CSRC published the Draft Archives Rules. In the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.
According to Regulations on Overseas Listing Archives, in the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.
Loke Che Chan Gilbert own a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters. Currently, Mr. Lee Chong Kuang, our CEO, beneficially owns approximately 22% of our outstanding shares of Common Stock, and Mr.
Loke Che Chan Gilbert own a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters. Currently, Mr. Lee Chong Kuang, our CEO and his spouse in aggregate own approximately 25% of our outstanding shares of Common Stock, and Mr.
If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares. NASDAQ may apply additional and more stringent criteria for our continued listing.
This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected, and you could sustain a significant decline in the value of our shares. 42 NASDAQ may apply additional and more stringent criteria for our continued listing.
In addition, the March 2021 interim final amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our shares of common stock could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time. 42 As a result of these scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless.
In addition, the March 2021 interim final amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our shares of common stock could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time.
Our Hong Kong and China subsidiaries may be subject relating various risks and costs associated with to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. This data is wide ranging and relates to our investors, employees, contractors and other counterparties and third parties.
Our Hong Kong and China subsidiaries may be subject relating various risks and costs associated with to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data.
In addition, on July 10, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review (Revision Draft for Comments) for public comments, which proposes to authorize the relevant government authorities to conduct cyber security review on a range of activities that affect or may affect national security, including listings in foreign countries by companies that possess personal data of more than one million users.
In addition, on December 28, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review, and come into force as of February 15, 2022, which proposes to authorize the relevant government authorities to conduct cyber security review on a range of activities that affect or may affect national security, including listings in foreign countries by companies that possess personal data of more than one million users.
Such a delisting would likely have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so.
Such a delisting would likely have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so. Future sales of substantial amounts of the shares of Common Stock by existing shareholders could adversely affect the price of our Common Stock.
On January 3, 2022, the “Company received notice from The NASDAQ Stock Market (“Nasdaq”) that, because the closing bid price for the Company’s Common Stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the minimum bid price requirement for continued listing on the Nasdaq Capital Market pursuant to the Nasdaq Listing Rule 5550(a)(2).
If the closing bid price for the Company’s Common Stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market pursuant to the Nasdaq Listing Rule 5550(a)(2).
As of December 31, 2022, we recorded a negative cash flow of $2,402,769 in operating activities. We incurred an operating loss of $1,518,503 and a net loss of $6,262,188 for the year ended December 31, 2022. We expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability.
As of and for the year ended December 31, 2023, we recorded an operating loss of $1,503,178, accumulated deficit of $36,549,095 and a negative cash flow of $1,594,718 in operating activities. We expect to incur operating losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability.
As of the date of this report, we and our subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction. 43 On August 8, 2006, six Governmental Agencies, namely, the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009.
On August 8, 2006, six Governmental Agencies, namely, the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009.
The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States.
For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States.
The Standing Committee of the National People’s Congress (“SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require us or our subsidiaries to obtain regulatory approval from Chinese authorities before or after listing in the U.S. We are subject to certain legal and operational risks associated with being based in China.
These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our clients. 43 The Standing Committee of the National People’s Congress (“SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require us or our subsidiaries to obtain regulatory approval from Chinese authorities before or after listing in the U.S.
However, due to the fact that these laws and regulations have not been fully developed, and because of the limited volume of published cases and the non-binding nature of prior court decisions, interpretation of PRC’s laws and regulations involves a degree of uncertainty.
However, since these laws and regulations have not been fully developed, and because of the limited volume of published cases and the non-binding nature of prior court decisions, interpretation of PRC’s laws and regulations involves a degree of uncertainty. Some of these laws may be changed with little advance notice, without immediate publication or may be amended with retroactive effect.
Loke Che Chan Gilbert, our CFO, beneficially owns approximately 18% of our outstanding shares of Common Stock, collectively 40%. As a result, Messrs.
Loke Che Chan Gilbert, our CFO and his sons in aggregate own approximately 19% of our outstanding shares of Common Stock, collectively 44%. As a result, Messrs.
Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our clients.
Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries.
Our failure to achieve or maintain profitability could negatively impact the value of our business. 31 We may not be able to continue to operate as a going concern. For the year ended December 31, 2022, the Company incurred a net loss of $6,262,188 and used cash in operating activities of $2,402,769.
Our failure to achieve or maintain profitability could negatively impact the value of our business. 31 We may not be able to continue to operate as a going concern.
If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from developing our growth.
It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our future offerings, business, and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company.
For the years ended December 31, 2022, and 2021, we generated revenues of $3,673,997 and $2,949,780 and incurred net losses of $6,262,188 and $14,363,232, respectively.
For the years ended December 31, 2023, and 2022, we generated revenues of $3,477,664 and $3,673,997 and incurred an operating loss of $1,503,178 and $1,518,503, respectively.
We do not believe we are among the “operator of critical information infrastructure”, “data processor”, “online platform operators” or “data handler” as mentioned above, however, the Measures for Cybersecurity Review (2021 version) were newly adopted and the Network Internet Data Protection Draft Regulations (draft for comments) is in the process of being formulated and it is unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.
We do not believe we are among the “operator of critical information infrastructure”, “data processor”, “online platform operators” or “data handler” as mentioned above, however, considering our Chinese subsidiary’s business may involve important data such as personal information, the relevant activities of our Chinese subsidiary will be regulated by Measures for Cyber Security Review and other relevant data regulations.
Some of these laws may be changed with little advance notice, without immediate publication or may be amended with retroactive effect. On June 30, 2020, China’s top legislature unanimously passed a new National Security Law for Hong Kong that was enacted on the same day.
On June 30, 2020, China’s top legislature unanimously passed The Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region that was enacted on the same day. Like PRC’s laws and regulations, the interpretation of National Security Law involves a degree of uncertainty.
The PRC National Security Law covers various types of national security, including technology security and information security. Our Hong Kong and China subsidiaries do not collect, process or use personal information of entities or individuals other than what is necessary for our business and do not disseminate such information.
The PRC National Security Law covers various types of national security, including technology security and information security.
Removed
The increase year over year is largely attributable to the growth in the provision of business services, which mainly comprise business consulting and advisory services as well as company secretarial, accounting and financial analysis services. When nation-wide shutdowns were mandated the first half of 2020, there was a corresponding decline in demand for our business services.
Added
A decrease of revenue was mainly due to the sale of three units of real estate properties for $840,036 during the year ended December 31, 2022, but no real estate property was sold during 2023. We expect revenue from both business service and real estate segments to steadily improve when the impact of the COVID-19 pandemic becomes contained.
Removed
When business gradually resumed beginning the latter half 2020, we saw a corresponding increase in orders of our business services. The full extent of the financial impact of the COVID-19 pandemic cannot be reasonably estimated at this time and the pandemic is still ongoing.
Added
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or ability to consummate any investment or business expansion plans, the specific impact is not readily determinable as of the date of the financial statements.
Removed
The extent to which the COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and its variants and the actions taken globally to contain the coronavirus or treat its impact, the efficacy of vaccines on COVID-19 and its variants, among others.
Added
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Removed
Existing insurance coverage may not provide protection for all costs that may arise from all such possible events.
Added
For the year ended December 31, 2023, the Company recorded an operating loss of $1,503,178 and used cash in operating activities of $1,594,718, and as of December 31, 2023, we incurred accumulated deficit of $36,549,095.
Removed
According to the PCAOB, its December 2021 determinations under the HFCAA remain in effect. The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the PCACOB determinations.
Added
However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.
Removed
However, if the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, then the companies audited by those registered public accounting firms would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA.
Added
Our Chinese subsidiary collects, uses, shares, or retains, securities personal information (such as personal information and related data) that needs to leave mainland China, approval from relevant Chinese departments is required. This data is wide ranging and relates to our investors, employees, contractors, and other counterparties and third parties.
Removed
Similar to PRC’s laws and regulations, the interpretation of National Security Law involves a degree of uncertainty.
Added
Considering the business of our Hong Kong and China subsidiaries may involve processing information of natural and legal persons, such information may be considered important data in accordance with the PRC Cyber Security Law, the National Security Law of the People’s Republic of China, the Personal Information Protection Law of the People’s Republic of China, the Data Security Law of the People’s Republic of China, and the Personal Information Security Specification for Information Security Technology.
Removed
They do not operate mobile apps and they do not possess information on more than a million entities/individuals.
Added
If our Chinese subsidiary needs to provide such information generated in the mainland of China to Hong Kong or the United States based on business purpose or the requirements of the relevant competent authorities in the United States, it needs to obtain the permission of China’s Cyberspace Department in accordance with the Measures for Data Exit Security Assessment issued and implemented by the Cyberspace Administration of China in September 2022 and other relevant regulations.
Removed
Although we believe they currently are not required to obtain clearance from the Cyberspace Administration of China under the Measures for Cyber Security Review (Revision Draft for Comments) or the Opinions on Strictly Cracking Down on Illegal Securities Activities, they face uncertainties as to the interpretation or implementation of such regulations or rules, and if required, whether such clearance can be timely obtained, or at all.
Added
On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Owner Use B-7-5, Northpoint, Mid Valley City, No. 1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia Greenpro Resources Sdn Bhd Self-use business premises D-07-06 and D-07-07~Sky Park @ One City, Jalan USJ 25/1, 47650 Subang Jaya, Selangor Darul Ehsan, Malaysia Greenpro Resources Sdn Bhd Investment for rental and capital gains Units 6, 7 and 8, 22/F., Di Wang Building, No. 5002 Shennan Dong Road, Luohu District, Shenzhen, China Greenpro Management Consultancy Limited Self-use business premises Factory Units A8, B1, B6, B7, B8, B9, C8, C9, D8, D9 on 14/F., Wang Cheung Industrial Building, 6 Tsing Yeung Circuit, Tuen Mun, New Territories, Hong Kong Forward Win International Limited Investment for rental and capital gains We believe that the current facilities are adequate for our current needs.
Biggest changeInvestment for rental and capital gains Units 6, 7 and 8, 22/F., Di Wang Building, No. 5002 Shennan Dong Road, Luohu District, Shenzhen, China Greenpro Management Consultancy Limited Self-use business premises Units A8, B1, B6, B7, B8, B9, C8, C9, D8, D9 of 14/F. and roofs, Wang Cheung Industrial Building, 6 Tsing Yeung Circuit, Tuen Mun, New Territories, Hong Kong Forward Win International Limited Investment for rental and capital gains We believe that the current facilities are adequate for our current needs.
ITEM 2. PROPERTIES Our principal executive office is located at B-7-5, Northpoint, Mid Valley City, No. 1 Medan Syed Putra Utara, 59200, Kuala Lumpur, Malaysia.
ITEM 2. PROPERTIES Our principal executive office is located at B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. Kuala Lumpur, Malaysia. Location Owner Use B-7-5, Northpoint, Mid Valley City, No. 1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia Greenpro Resources Sdn. Bhd.
Added
Investment for rental and capital gains D-07-06 and D-07-07~Sky Park @ One City, Jalan USJ 25/1, 47650 Subang Jaya, Selangor Darul Ehsan, Malaysia Greenpro Resources Sdn. Bhd.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−1 removed6 unchanged
Biggest changeOn or about April 1, 2022, MFAI commenced an arbitration through Judicial Arbitration and Mediation Services, Inc. (JAMS), in which it reasserted the allegations of the Complaint, and on May 2, 2022, the Company submitted a Statement of Defense, again denying all material allegations.
Biggest changeOn or about April 1, 2022, MFAI filed a Request for Arbitration with JAMS dispute resolution services, in response to which the Company filed a Statement of Answer, denying the material allegations of the Complaint, which the Company deems to be without merit.
Removed
On November 18, 2022, after conducting preliminary discovery, the Parties jointly requested a stay of the arbitration in an effort to resolve the dispute through mediation. Accordingly, the arbitration is presently stayed, pending mediation. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 48 PART II
Added
The matter is currently in the discovery phase, and the Company intends to continue vigorously defending this matter. The arbitration final hearing has been scheduled for September 17-20, 2024. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 48 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−28 removed3 unchanged
Biggest changeThere are no contractual restrictions on our ability to declare or pay dividends. 49 Recent Sales of Unregistered Securities All sales of unregistered Common Stock of the Company were made in reliance upon Section 4(a)(2) of the Securities Act, Regulation D and/or Rule 903 of Regulation S promulgated thereunder.
Biggest changeRecent Sales of Unregistered Securities All sales of unregistered Common Stock of the Company were made in reliance upon Section 4(a)(2) of the Securities Act, Regulation D and/or Rule 903 of Regulation S promulgated thereunder. During 2023 and 2022, the Company did not issue any shares of its Common Stock.
Declaration or payment of dividends, if any, in the future, will be at the discretion of our board of directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors.
Declaration or payment of dividends, if any, in the future, will be at the discretion of our board of directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.
On March 30, 2023, the closing price for our Common Stock as reported on the NASDAQ Capital Market was $1.42. As of March 31, 2023, we had 7,875,813 shares of our Common Stock issued and outstanding. There were approximately 196 record holders of our Common Stock. Such number does not include any shareholders holding shares in nominee or “street name”.
On March 27, 2024, the closing price for our Common Stock as reported on the NASDAQ Capital Market was $1.51. As of March 28, 2024, we had 7,575,813 shares of our Common Stock issued and outstanding. There were approximately 191 record holders of our Common Stock. Such number does not include any shareholders holding shares in nominee or “street name”.
Transfer Agent and Registrar The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598, telephone number is 212-828-8436. 50 ITEM 6. [Reserved]
Transfer Agent and Registrar The transfer agent for our capital stock is VStock Transfer, LLC, whose business address is 18 Lafayette Place, Woodmere, NY 11598 and telephone number is 212-828-8436. Repurchase of Common Stock None. 49 ITEM 6. [Reserved]
Removed
During 2022, the Company did not issue any shares of its Common Stock.
Removed
Set forth below is information regarding the Company’s issuance of Common Stock during 2021: Date Shares of Common Stock Issued Cash Proceeds / Value in Kind from Share Issuance Recipient(s) of Shares February 26, 2021 (1) 34,259 925,000 Two shareholders April 7, 2021 (2) 300,000 7,206,000 One shareholder April 7, 2021 (3) 6,000 144,120 One shareholder April 16, 2021 (4) 70,474 1,642,040 One shareholder July 14, 2021 (5) 23,266 234,986 One shareholder July 19, 2021 (6) 7,953 69,191 Twenty-five shareholders July 26, 2021 (7) 28,150 261,793 One shareholder August 5, 2021 (8) 56,299 489,637 One shareholder August 12, 2021 (9) 64,342 521,237 One shareholder August 20, 2021 (10) 337,500 2,564,662 One shareholder August 24, 2021 (11) 337,000 3,088,268 One shareholder August 31, 2021 (12) 170,967 1,636,664 One shareholder August 31, 2021 (13) 107,500 1,029,097 One shareholder October 6, 2021 (14) 22,730 153,676 One shareholder October 8, 2021 (15) 104,273 710,200 One shareholder November 17, 2021 (16) 20,000 208,080 One shareholder 1.
Removed
The Company issued 34,259 shares of its restricted Common Stock at $27 per share, or a total of $925,000, to exercise the stock option pursuant to Section 2.2 of a stock purchase and option agreement dated October 19, 2020, between the Company, First Bullion Holdings Inc. (“FBHI”) and the shareholder of FBHI, on February 26, 2021. 2.
Removed
The Company subscribed for $7,206,000 worth of Class B shares of Innovest Energy Fund (the “Fund”) by issuing 300,000 shares of the Company’s restricted Common Stock at a price of $24.02 per share, or a total of $7,206,000 to the Fund, on April 7, 2021. 3.
Removed
The Company issued 6,000 shares of restricted Common Stock to a designee of the Fund at a price of $24.02 per share, or a total of $144,120 to settle a subscription fee to the Fund, on April 7, 2021. 4.
Removed
The Company fully repaid the convertible note issued to Streeterville Capital, LLC (“Streeterville”) on October 13, 2020, by issuance of 70,474 shares of its restricted Common Stock at a conversion price of $10 per share for settlement of the principal balance of $670,000 and accrued interest of $34,738, respectively on April 16, 2021.
Removed
The market price of the Company’s Common Stock was $23.3 per share, or at a total value of $1,642,040, on April 16, 2021. 5.
Removed
The Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 23,266 shares of its restricted Common Stock at a conversion price of $7.52175 per share for settlement of the principal balance of $175,000 on July 14, 2021.
Removed
The market price of the Company’s Common Stock was $10.1 per share, or at a total value of $234,986, on July 14, 2021. 6.
Removed
The Company issued 7,953 shares of its restricted Common Stock at a price of $8.7 per share, or a total of $69,191, to redeem 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of Greenpro Capital Village Sdn. Bhd, on July 19, 2021. 7.
Removed
The Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 28,150 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of the principal balance of $175,000 on July 26, 2021.
Removed
The market price of the Company’s Common Stock was $9.3 per share, or at a total value of $261,793, on July 26, 2021. 8.
Removed
The Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 56,299 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of the principal balance of $350,000 on August 5, 2021.
Removed
The market price of the Company’s Common Stock was $8.697 per share, or at a total value of $489,637, on August 5, 2021. 9.
Removed
The Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 64,342 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $400,000 on August 12, 2021.
Removed
The market price of the Company’s Common Stock was $8.101 per share, or at a total value of $521,237, on August 12, 2021. 10.
Removed
The Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 337,500 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $2,098,153 on August 20, 2021.
Removed
The market price of the Company’s Common Stock was $7.599 per share, or at a total value of $2,564,662, on August 20, 2021. 11.
Removed
The Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 337,000 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $2,095,045 on August 24, 2021.
Removed
The market price of the Company’s Common Stock was $9.164 per share, or at a total value of $3,088,268, on August 24, 2021. 12.
Removed
The Company fully repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 170,967 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of the balance of principal of $960,000 and accrued interest of $102,857 on August 31, 2021.
Removed
The market price of the Company’s Common Stock was $9.573 per share, or at a total value of $1,636,664, on August 31, 2021. 13.
Removed
The Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 107,500 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $668,301 on August 31, 2021.
Removed
The market price of the Company’s Common Stock was $9.573 per share, or at a total value of $1,029,097, on August 31, 2021. 14.
Removed
The Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 22,730 shares of its restricted Common Stock at a conversion price of $4.3995 per share for settlement of principal balance of $100,000 on October 6, 2021.
Removed
The market price of the Company’s Common Stock was $6.761 per share, or at a total value of $153,676, on October 6, 2021. 15.
Removed
The Company fully repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 104,273 shares of its restricted Common Stock at a conversion price of $4.3995 per share for settlement of the balance of principal of $154,989 and accrued interest of $303,758, respectively on October 8, 2021.
Removed
The market price of the Company’s Common Stock was $6.811 per share, or at a total value of $710,200, on October 8, 2021. 16. The Company issued 20,000 shares of its restricted Common Stock at a price of $10.404 per share, or a total of $208,080, to settle marketing expense to Mr. Dennis Burns, on November 17, 2021.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

41 edited+24 added−33 removed15 unchanged
Biggest changeThe cash used in operating activities in 2022 was mainly from net loss for the year of $6,262,188, gain on sale of real estate held for sale of $266,693, reversal of write-off notes receivable of $200,000 and offset by impairment of goodwill of $263,247, impairment of other receivable of $606,250 and impairment of other investments of $4,208,029, while the cash used in operating activities in 2021 was mainly from net loss for the year of $14,363,232, reversal of write-off notes receivable of $5,000,000, fair value gains of options associated with convertible notes of $5,093,720 and offset by amortization and interest expenses associated with convertible notes of $12,440,666, loss of extinguishment of convertible notes of $3,521,263 and impairment of other investment of $5,349,600.
Biggest changeThe cash used in operating activities in 2023 was mainly from net income for the year of $1,049,699, impairment of other investments of $4,982,000, impairment of other receivable of $60,000 and provision for credit losses of $584,919 and offset by reversal of impairment of other investment of $6,882,000 and reversal of write-off notes receivable of $600,000, while cash used in operating activities in 2022 was mainly from net loss for the year of $6,262,188, gain on sale of real estate held for sale of $266,693, reversal of write-off notes receivable of $200,000 and offset by impairment of goodwill of $263,247, impairment of other receivable of $606,250 and impairment of other investments of $4,208,029, respectively.
(the “Company” or “Greenpro”), was incorporated in the State of Nevada on July 19, 2013. We provide cross-border business solutions and accounting outsourcing services to small and medium-size businesses located in Asia, with an initial focus on Hong Kong, Malaysia and China.
(the “Company” or “Greenpro”), was incorporated in the State of Nevada on July 19, 2013. We provide cross-border business solutions and accounting outsourcing services to small and medium-size businesses located in Asia, with an initial focus on Hong Kong, China and Malaysia.
Our venture capital business focuses on companies located in South-East Asia and East Asia, including Hong Kong, Malaysia, China, Thailand, and Singapore. Another venture capital business segment focuses on rental activities of commercial properties and the sale of investment properties.
Our venture capital business focuses on companies located in South-East Asia and East Asia, including Hong Kong, China, Malaysia, Thailand, and Singapore. Another venture capital business segment focuses on rental activities of commercial properties and the sale of investment properties.
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2022 that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 52 Off-Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2022.
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2023 that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 52 Off-Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2023.
The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the sale of real estate properties, and revenue from the rental of real estate properties. Impairment of long-lived assets Long-lived assets primarily include real estate held for investment, real estate held for use, and equipment and intangible assets.
The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the rental of real estate properties and revenue from the sale of real estate properties. Impairment of long-lived assets Long-lived assets primarily include real estate held for investment, real estate held for use, furniture and equipment, and intangible assets.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements on December 31, 2022, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements on December 31, 2023, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2022, and 2021, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2023, and 2022, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report.
For the years ended December 31, 2022, and 2021, the consolidated financial statements included noncontrolling interests to the Company’s 60% ownership subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing properties in Hong Kong.
For the years ended December 31, 2023, and 2022, the consolidated financial statements included noncontrolling interests to the Company’s 60% ownership subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing properties in Hong Kong.
Results of Operations For information regarding our controls and procedures, see Part–II, Item 9A - Controls and Procedures, of this Annual Report. During the years ended December 31, 2022, and 2021, we principally operated in three regions: Hong Kong, China and Malaysia. We derived revenues from provision of services, leasing and trading of our commercial properties, respectively.
Results of Operations For information regarding our controls and procedures, see Part–II, Item 9A - Controls and Procedures, of this Annual Report. During the years ended December 31, 2023, and 2022, we principally operated in three regions: Hong Kong, China, and Malaysia. We derived revenues from provision of services and leasing or trading of our commercial properties, respectively.
In 2022, net income attributable to noncontrolling interests was primarily due to a net income derived from FWIL and its share of income allocated to the noncontrolling interests. In 2021, net loss attributable to noncontrolling interests was primarily due to a net loss incurred by FWIL and its share of loss allocated to the noncontrolling interests.
In 2023, net loss attributable to noncontrolling interests was primarily due to a net loss incurred by FWIL and its share of loss allocated to the noncontrolling interests. In 2022, net income attributable to noncontrolling interests was primarily due to a net income derived from FWIL and its share of income allocated to the noncontrolling interests.
Contractual Obligations As of December 31, 2022, one of our subsidiaries leases one office in Hong Kong under a non-cancellable operating lease, with a term of two years commencing from March 15, 2021, to March 14, 2023.
Contractual Obligations As of December 31, 2023, one of our subsidiaries, leases one office in Hong Kong under a non-cancellable operating lease, with a term of two years commencing from March 15, 2023, to March 14, 2025.
Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.
Significant accounting estimates include certain assumptions related to, among others, the allowance for credit losses, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.
We expect revenue from our business services segment to steadily improve as we are expanding our businesses into new territories. Real Estate Business Rental Revenue Revenue from rentals was $108,495 and $128,830 for the years ended December 31, 2022, and 2021, respectively. It was derived principally from leasing properties in Hong Kong and Malaysia.
We expect revenue from our business services segment to steadily improve as we are expanding our businesses into new territories. Real Estate Business Rental Revenue Revenue from rentals was $98,068 and $108,495 for the years ended December 31, 2023, and 2022, respectively. It was derived principally from leasing properties in Hong Kong and Malaysia.
Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing. Operating activities Net cash used in operating activities was $2,402,769 and $2,023,150 for the years ended December 31, 2022, and 2021, respectively.
Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing. Operating activities Net cash used in operating activities was $1,594,718 and $2,402,769 for the years ended December 31, 2023, and 2022, respectively.
As opportunities permit, management expects the Company will continuously purchase and sell commercial properties. Accordingly, we expect revenue and costs attributable to the sale of properties to fluctuate on a going forward basis. Total Operating Costs and Expenses Total operating costs and expenses were $5,192,500 and $5,704,464 for the years ended December 31, 2022, and 2021, respectively.
As opportunities permit, management expects the Company will continuously purchase and sell commercial properties. Accordingly, we expect revenue and costs attributable to the sale of properties to fluctuate on a going forward basis. Total Operating Costs and Expenses Total operating costs and expenses were $4,980,842 and $5,192,500 for the years ended December 31, 2023, and 2022, respectively.
Lee Chong Kuang, executive officers and directors of the Company. 53 Critical Accounting Policies and Estimates Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Critical Accounting Policies and Estimates Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Service Business Revenue Revenue from the provision of business services was $2,725,466 and $2,820,950 for the years ended December 31, 2022, and 2021, respectively. It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting, and financial analysis services.
Service Business Revenue Revenue from the provision of business services was $3,379,596 and $2,725,466 for the years ended December 31, 2023, and 2022, respectively. It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting, and financial analysis services.
We expect our rental income will be stable. Sale of Properties For the year ended December 31, 2022, we generated revenue of $840,036 from the sale of three property units in Hong Kong. No revenue was generated as no property was sold for the year ended December 31, 2021.
We expect our rental income will be stable. Sale of Properties For the year ended December 31, 2023, there was no revenue generated from the sale of real estate properties. We generated revenue of $840,036 from the sale of three property units in Hong Kong for the year ended December 31, 2022.
Recent accounting pronouncements Refer to Note 1 in the accompanying consolidated financial statements. 54 Liquidity and Capital Resources Our cash balance on December 31, 2022, was $3,911,535, as compared to $5,338,571 on December 31, 2021, it was decreased by $1,427,036. We estimate the Company has sufficient cash available to meet its anticipated working capital for the next twelve months.
Recent accounting pronouncements Refer to Note 1 in the accompanying consolidated financial statements. 54 Liquidity and Capital Resources Our cash balance on December 31, 2023, was $2,223,197, as compared to $3,911,535 on December 31, 2022, a decreased of $1,688,338. We estimate the Company has sufficient cash available to meet its anticipated working capital for the next twelve months.
The Company recorded net income attributable to noncontrolling interests of $88,684 for the year ended December 31, 2022, and net loss attributable to noncontrolling interests of $13,876 for the year ended December 31, 2021.
The Company recorded net loss attributable to noncontrolling interests of $23,886 for the year ended December 31, 2023, and net income attributable to noncontrolling interests of $88,684 for the year ended December 31, 2022.
We expect our G&A expenses will continue to increase as we integrate our business acquisitions, explore and expand businesses into new jurisdictions. Other Income or Expenses Net other expenses were $4,741,329 and $11,603,608 for the years ended December 31, 2022, and 2021, respectively.
We expect our G&A expenses will continue to increase as we integrate our business acquisitions, explore and expand businesses into new jurisdictions. Other Income or Expenses Net other income was $2,559,706 for the year ended December 31, 2023, while net other expense was $4,741,329 for the years ended December 31, 2022.
Cost of Rental Revenue Cost of rental revenue was $46,083 and $49,778 for the years ended December 31, 2022, and 2021, respectively. It includes the costs associated with taxes, repairs and maintenance, property management fee, insurance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants.
It includes the costs associated with taxes, repairs and maintenance, property management fee, insurance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants. Cost of Real Estate Properties Sold Cost of real estate properties sold was $0 and $573,343 for the years ended December 31, 2023, and 2022, respectively.
Some of the related parties are either controlled by or under common control of Mr. Loke Che Chan Gilbert or Mr.
Some of the related parties are either controlled by or under common control of Mr. Loke Che Chan Gilbert or Mr. Lee Chong Kuang, executive officers and directors of the Company.
Cost of Service Revenue Cost of revenue for provision of services was $404,077 and $422,908 for the years ended December 31, 2022, and 2021, respectively. It primarily consists of employee compensation and related payroll benefits, company formation cost and other professional fees directly attributable to cost related to the services rendered.
It primarily consists of employee compensation and related payroll benefits, company formation cost and other professional fees directly attributable to cost related to the services rendered. 51 Cost of Rental Revenue Cost of rental revenue was $36,613 and $46,083 for the years ended December 31, 2023, and 2022, respectively.
The Company incurred operating losses and had net cash used in operating activities for the past two years. Investing activities Net cash provided by investing activities was $836,170 and $35,515 for the years ended December 31, 2022, and 2021, respectively.
The Company incurred operating losses and had net cash used in operating activities during the past two years. Investing activities Net cash used in investing activities was $94,640 for the year ended December 31, 2023, as compared to net cash provided by investing activities which was $836,170 for the year ended December 31, 2022.
They consist of cost-of-service revenue, cost of rental revenue and cost of real estate properties sold, and general and administrative expenses. Loss from operations was $1,518,503 and $2,754,684 for the years ended December 31, 2022, and 2021, respectively. The decrease in loss from operations was mainly due to a decrease in general and administrative expense by $1,062,781.
They consist of cost-of-service revenue, cost of rental revenue and cost of real estate properties sold, and general and administrative expenses. Loss from operations was $1,503,178 and $1,518,503 for the years ended December 31, 2023, and 2022, respectively.
In 2022, other expenses included impairment of goodwill of $263,247, impairment of other receivable of $606,250 and impairment of other investments of $4,208,029, while other income mainly consisted of reversal of write-off notes receivable of $200,000. Interest Expenses Total interest expenses were $0 and $12,950,750 for the years ended December 31, 2022, and 2021, respectively.
In 2022, other expenses included impairment of goodwill of $263,247, impairment of other receivable of $606,250 and impairment of other investments of $4,208,029, while other income mainly consisted of reversal of write-off notes receivable of $200,000.
A table further describing our revenues and cost of revenues is set forth below: Year ended December 31, 2022 2021 REVENUES: Service revenue (including $665,203 and $861,449 of service revenue from related parties for the years ended December 31, 2022, and 2021, respectively) $ 2,725,466 $ 2,820,950 Rental revenue 108,495 128,830 Sale of real estate properties 840,036 - Total revenues 3,673,997 2,949,780 COST OF REVENUES: Cost of service revenue (404,077 ) (422,908 ) Cost of rental revenue (46,083 ) (49,778 ) Cost of real estate properties sold (573,343 ) - Total cost of revenues (1,023,503 ) (472,686 ) GROSS PROFIT 2,650,494 2,477,094 OPERATING EXPENSES: General and administrative (including $193,802 and $12,922 of general and administrative expense to related parties for the years ended December 31, 2022, and 2021, respectively) (4,168,997 ) (5,231,778 ) Total operating expenses (4,168,997 ) (5,231,778 ) LOSS FROM OPERATIONS $ (1,518,503 ) $ (2,754,684 ) 51 Comparison of the years ended December 31, 2022, and 2021 Total Revenues Total revenue was $3,673,997 and $2,949,780 for the years ended December 31, 2022, and 2021, respectively.
A table further describing our revenues and cost of revenues is set forth below: Year ended December 31, 2023 2022 REVENUES: Service revenue (including $1,425,577 and $665,203 of service revenue from related parties for the years ended December 31, 2023, and 2022, respectively) $ 3,379,596 $ 2,725,466 Rental revenue 98,068 108,495 Sale of real estate properties - 840,036 Total revenues 3,477,664 3,673,997 COST OF REVENUES: Cost of service revenue (including $23,280 and $0 of cost-of-service revenue to related party for the years ended December 31, 2023, and 2022, respectively) (534,965 ) (404,077 ) Cost of rental revenue (36,613 ) (46,083 ) Cost of real estate properties sold - (573,343 ) Total cost of revenues (571,578 ) (1,023,503 ) GROSS PROFIT 2,906,086 2,650,494 OPERATING EXPENSES: General and administrative (including $122,880 and $193,802 of general and administrative expense to related parties for the years ended December 31, 2023, and 2022, respectively) (4,409,264 ) (4,168,997 ) Total operating expenses (4,409,264 ) (4,168,997 ) LOSS FROM OPERATIONS $ (1,503,178 ) $ (1,518,503 ) 50 Comparison of the years ended December 31, 2023, and 2022 Total Revenues Total revenue was $3,477,664 and $3,673,997 for the years ended December 31, 2023, and 2022, respectively.
Cost of Real Estate Properties Sold Cost of real estate properties sold was $573,343 and $0 for the years ended December 31, 2022, and 2021, respectively. It primarily consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred.
It primarily consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred. General and Administrative Expenses General and administrative (“G&A”) expenses were $4,409,264 and $4,168,997 for the years ended December 31, 2023, and 2022, respectively.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the year ended December 31, 2022, the Company incurred a net loss of $6,262,188 and net cash used in operations of $2,402,769.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
Prepayment to related party was $80,000 and $0 as of December 31, 2022, and 2021, respectively. Amounts due from related parties were $265,772 and $1,170,855 as of December 31, 2022, and 2021, respectively. Amounts due to related parties were $448,251 and $757,283 as of December 31, 2022, and 2021, respectively.
Corp. of $33,250, respectively. Prepayment to related party, First Bullion Holdings Inc. was $0 and $80,000 as of December 31, 2023, and 2022, respectively. Amounts due from related parties were $750,860 and $265,772 as of December 31, 2023, and 2022, respectively. Amounts due to related parties were $389,274 and $448,251 as of December 31, 2023, and 2022, respectively.
As of December 31, 2022, there were 7,875,813 shares of Common Stock issued and outstanding. 56
During 2023 and 2022, the Company did not issue any shares of its Common Stock, and as of December 31, 2023, there were 7,575,813 shares of Common Stock issued and outstanding. 55
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued.
During the year ended December 31, 2023, the Company recorded a net cash used in operations of $1,594,718, and as of December 31, 2023, the Company incurred accumulated deficit of $36,549,095. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued.
Deferred costs of revenue to related party was $11,640 as of December 31, 2022, and 2021, while deferred revenue from related parties was $849,400 and $912,980 as of December 31, 2022, and 2021, respectively. As of December 31, 2022, and 2021, other investments in related parties were $5,406,106 and $9,621,935, respectively.
Deferred costs of revenue to related party were $0 and $11,640 as of December 31, 2023, and 2022, respectively while deferred revenue from related parties was $157,500 and $849,400 as of December 31, 2023, and 2022, respectively. As of December 31, 2022, deferred costs of revenue to related party were $11,640 associated with SEATech Ventures Corp.
For the years ended December 31, 2022, and 2021, related party expenses included cost of services and general and administrative expenses totaled $193,802 and $12,922, respectively. Impairment of other receivable from related party was $606,250 and $0 for the years ended December 31, 2022, and 2021 respectively.
For the years ended December 31, 2023, and 2022, cost of service revenue to related party, SEATech Ventures Corp. was $23,280 and $0, respectively. For the years ended December 31, 2023, and 2022, related party expenses in general and administrative totaled $122,880 and $193,802, respectively.
On December 31, 2022, the future minimum rental payments under these leases in the aggregate are approximately $220,528 and are due as follows: 2023: $102,667; 2024: $97,540 and 2025: $20,321, respectively. Related Party Transactions For the years ended December 31, 2022, and 2021, related party service income totaled $665,203 and $861,449, respectively.
As of December 31, 2023, the future minimum lease payments under this lease in the aggregate is approximately $19,828 and is due as follows: 2024: $4,490; 2025: $4,490, and 2026 and thereafter: $10,848. Related Party Transactions For the years ended December 31, 2023, and 2022, related party service revenue totaled $1,425,577 and $665,203, respectively.
Impairment of related party investments totaled $4,208,029 and $5,349,600 for the years ended December 31, 2022, and 2021, respectively. For the years ended December 31, 2022, and 2021, related party other income was $5,850 and $0, respectively. Net accounts receivable from related parties was $129,292 and $41 as of December 31, 2022, and 2021, respectively.
Impairment of other receivable from related parties, Greenpro KSP Holding Group Company Limited was $60,000 and Greenpro Titan Capital Limited was $606,250 for the years ended December 31, 2023, and 2022 respectively. Impairment of related party investments was $4,982,000 and $4,208,029 for the years ended December 31, 2023, and 2022, respectively.
Non-cash net expenses totaled $4,936,324 and $11,836,184 for the years ended December 31, 2022 and 2021, respectively, which were mostly composed of non-cash expenses of impairment of goodwill of $263,247, impairment of other receivable of $606,250 and impairment of other investments of $4,208,029 and offset by non-cash income of gain on sale of real estate held for sale of $266,693 and reversal of write-off notes receivable of $200,000 for the year ended December 31, 2022.
Non-cash net income totaled $1,617,347 and non-cash net expenses totaled $4,954,615 for the years ended December 31, 2023 and 2022, respectively, which were mostly composed of non-cash income of reversal of investment impairment of $6,882,000 and reversal of write-off notes receivable of $600,000 and offset by non-cash expenses of impairment of other investments of $4,982,000, impairment of other receivable of $60,000, depreciation and amortization of $237,888 and provision for credit losses of $584,919 for the year ended December 31, 2023.
The increase of $724,217 was primarily due to the sale of three real estate property units. We expect revenue from both business service and real estate segments to steadily improve when the impact of the COVID-19 pandemic becomes contained.
A decrease of revenue was mainly due to the sale of three units of real estate properties for $840,036 during the year ended December 31, 2022, but no real estate property was sold during 2023. We expect revenue from both business service and real estate segments to steadily improve in the following years.
Financing activities Net cash provided by financing activities was $135,421 and $6,308,213 for the years ended December 31, 2022 and 2021, respectively. Cash provided by financing activities was mainly from collection of notes receivable of $200,000 in 2022.
Financing activities Net cash used in financing activities was $5,968 for the year ended December 31, 2023, as compared to net cash provided by financing activities was $135,421 for the year ended December 31, 2022.
Net Loss Net loss was $6,262,188 and $14,363,232 for the years ended December 31, 2022, and 2021, respectively. The decrease in net loss in 2022 was mainly due to extinguishment of convertible notes during 2021. Hence, no interest expense and loss on extinguishment associated with the convertible notes was incurred in 2022.
Net Income (Loss) Net income was $1,049,699 for the year ended December 31, 2023, while net loss was $6,262,188 for the year ended December 31, 2022. Net income generated in 2023 was mainly due to an increase in service revenue and reversal of impairment of other investment, respectively.
Removed
General and Administrative Expenses General and administrative (“G&A”) expenses were $4,168,997 and $5,231,778 for the years ended December 31, 2022, and 2021, respectively.
Added
A decrease in loss from operations was mainly due to an increase in gross profit from our business services of $523,242, offset by a decreased amount of $266,693 from the gross profit of the sale of real estate properties.
Removed
On October 13, 2020, the Company issued three unsecured promissory notes to Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd. (collectively, the “Investors”), respectively. The Company issued another unsecured promissory note to Streeterville Capital, LLC (“Streeterville”) on January 8, 2021, and February 11, 2021, respectively.
Added
Cost of Service Revenue Cost of revenue for provision of services was $534,965 and $404,077 for the years ended December 31, 2023, and 2022, respectively.
Removed
Interest expenses related to the convertible promissory notes totaled $12,900,855 for the year ended December 31, 2021, which included coupon interest expense of $460,189, amortization of discount on convertible notes of $206,342, amortization of debt issuance costs of $76,380, interest expense associated with conversion of notes of $2,254,480, interest expense associated with accretion of convertible notes payable of $8,561,440, interest expense due to non-fulfillment of use of proceeds requirements of $1,106,488 and additional charge for early redemption of $235,536.
Added
In 2023, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,409,361, directors’ salaries and compensation of $702,685, advertising and marketing of $189,536, consulting fee of $163,783, provision for credit losses of $584,919, rent and rates of $114,401, and audit, legal, and other professional fees of $497,919.
Removed
In February 2023, this tenancy agreement has been renewed with a term of two years commencing from March 15, 2023 to March 14, 2025.
Added
In 2023, other income mainly consisted of reversal of impairment of other investment of $6,882,000, reversal of write-off notes receivable of $600,000 and interest income of $41,401, while other expenses mainly consisted of impairment of other investments of $4,982,000 and impairment of other receivable of $60,000.
Removed
One of our Malaysia subsidiaries leases an office in Kuala Lumpur and the other Malaysia subsidiary leases one office in Labuan, which are under a separate non-cancellable operating lease with terms of one year, from April 1, 2022, to March 31, 2023, and from June 15, 2022 to June 14, 2023, respectively.
Added
On December 31, 2023, the future minimum rental payments under this lease in the aggregate is approximately $117,519 and is due as follows: 2024: $97,583 and 2025: $19,936, respectively.
Removed
In 2021, cash provided by financing activities was mainly from the net proceeds of convertible notes of $5,210,000 and collection of notes receivable of $5,000,000. 55 During 2022, the Company did not issue any shares of its Common Stock. There was no cash proceeds from shares issued in 2021.
Added
In June 2023, one of our subsidiaries in Malaysia purchased a motor vehicle and the majority amount of the purchase, $18,957 was funded by Maybank Islamic under a finance lease agreement with a term of five years commencing from June 3, 2023, to June 2, 2028.
Removed
Below is the share issuance summary of the financing activities of the Company during 2022 and 2021: Date Shares of Common Stock Issued Cash Proceeds from Share Issuance Recipient(s) of Shares February 26, 2021 (1) 34,259 - Two shareholders April 7, 2021 (2) 300,000 - One shareholder April 7, 2021 (3) 6,000 - One shareholder April 16, 2021 (4) 70,474 - One shareholder July 14, 2021 (5) 23,266 - One shareholder July 19, 2021 (6) 7,953 - Twenty-five shareholders July 26, 2021 (7) 28,150 - One shareholder August 5, 2021 (8) 56,299 - One shareholder August 12, 2021 (9) 64,342 - One shareholder August 20, 2021 (10) 337,500 - One shareholder August 24, 2021 (11) 337,000 - One shareholder August 31, 2021 (12) 170,967 - One shareholder August 31, 2021 (13) 107,500 - One shareholder October 6, 2021 (14) 22,730 - One shareholder October 8, 2021 (15) 104,273 - One shareholder November 17, 2021 (16) 20,000 - One shareholder 1.
Added
During 2023, related party service revenue principally includes service revenue generated from Angkasa-X Holdings Corp. of $354,116, catTHIS Holdings Corp. of $326,195, Leader Capital Holdings Corp. of $258,250, Simson Wellness Tech.
Removed
The Company issued 34,259 shares of its restricted Common Stock at $27 per share, or a total of $925,000, to exercise the stock option pursuant to Section 2.2 of a stock purchase and option agreement dated October 19, 2020, between the Company, First Bullion Holdings Inc. (“FBHI”) and the shareholder of FBHI, on February 26, 2021. 2.
Added
Corp. of $191,218 and Hypercube Inc. of $140,000, in aggregate representing approximately 89% of the related party service revenue and 38% of the service revenue for the year ended December 31, 2023.
Removed
The Company subscribed for $7,206,000 worth of Class B shares of Innovest Energy Fund (the “Fund”) by issuing 300,000 shares of the Company’s restricted Common Stock at a price of $24.02 per share, or a total of $7,206,000 to the Fund, on April 7, 2021. 3.
Added
During 2022, related party service revenue principally includes service revenue generated from Jocom Holdings Corp. of $320,000 and Falcon Certified Public Accountants Limited of $142,049, in aggregate representing approximately 69% of the related party service revenue and 17% of service revenue for the year ended December 31, 2022, respectively.
Removed
The Company issued 6,000 shares of restricted Common Stock to a designee of the Fund at a price of $24.02 per share, or a total of $144,120 to settle a subscription fee to the Fund, on April 7, 2021. 4.
Added
During 2023, related party general and administrative expenses include computer expenses paid to First Bullion Holdings Inc. of $21,780, consulting fees paid to Ms. Yap Pei Ling, spouse of our Chief Executive Officer, Mr. Lee Chong Kuang, of $37,799 and her wholly owned company, Bright Interlink Sdn. Bhd. of $15,762, management fees paid to Greenpro Global Capital Village Sdn.
Removed
The Company fully repaid the convertible note issued to Streeterville Capital, LLC (“Streeterville”) on October 13, 2020, by issuance of 70,474 shares of its restricted Common Stock at a conversion price of $10 per share for settlement of the principal balance of $670,000 and accrued interest of $34,738, respectively on April 16, 2021.
Added
Bhd. of $44,475 and marketing expenses paid to catTHIS Holdings Corp. of $3,064. During 2022, related party general and administrative expenses principally include consulting fees paid to Ms. Yap Pei Ling of $42,895 and her wholly owned company, Bright Interlink Sdn. Bhd. of $16,334 and marketing expenses paid to SEATech Ventures Corp. of $120,000.
Removed
The market price of the Company’s Common Stock was $23.3 per share, or at a total value of $1,642,040, on April 16, 2021. 5.
Added
During 2023, impairment of related party investments includes impairment from investment of Millennium Fine Art Inc. of $4,000,000, Ata Plus Sdn. Bhd. of $736,000 and First Bullion Holdings Inc. of $246,000, respectively. During 2022, the impairment of related party investments includes impairment from investment of First Bullion Holdings Inc. of $2,043,500, Innovest Energy Fund of $1,532,400, New Business Media Sdn.
Removed
The Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 23,266 shares of its restricted Common Stock at a conversion price of $7.52175 per share for settlement of the principal balance of $175,000 on July 14, 2021.
Added
Bhd. of $329,120, Adventure Air Race Company Limited of $249,385, Greenpro Trust Limited of $39,632 and Ata Plus Sdn. Bhd. of $13,992, respectively. A reversal of impairment of related party investment, Innovest Energy Fund was $6,882,000 and $0 for the years ended December 31, 2023, and 2022, respectively.
Removed
The market price of the Company’s Common Stock was $10.1 per share, or at a total value of $234,986, on July 14, 2021. 6.
Added
For the years ended December 31, 2023, and 2022, related party other income was $47,609 and $5,850, respectively. During 2023, the related party other income includes other income generated from Acorn Finance Limited of $8,862, Greenpro Trust Limited of $5,747 and SEATech Ventures Corp. of $33,000, respectively.
Removed
The Company issued 7,953 shares of its restricted Common Stock at a price of $8.7 per share, or a total of $69,191, to redeem 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of Greenpro Capital Village Sdn. Bhd, on July 19, 2021. 7.
Added
During 2022, the related party other income principally includes other income generated from Acorn Finance Limited of $4,494. Net accounts receivable from related parties was $0 and $129,292 as of December 31, 2023, and 2022, respectively. As of December 31, 2022, the net accounts receivable from related parties was principally from Jocom Holdings Corp. of $96,000 and Simson Wellness Tech.
Removed
The Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 28,150 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of the principal balance of $175,000 on July 26, 2021.
Added
As of December 31, 2023, amounts due from related parties mainly include the amount due from Greenpro Global Capital Village Sdn.
Removed
The market price of the Company’s Common Stock was $9.3 per share, or at a total value of $261,793, on July 26, 2021. 8.
Added
Bhd. of $723,889, while amounts due to related parties mainly include the amount due to the noncontrolling interests of our 60% ownership subsidiary, Forward Win International Limited of $336,636. 53 As of December 31, 2022, amounts due from related parties mainly include the amount due from Greenpro Global Capital Village Sdn.
Removed
The Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 56,299 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of the principal balance of $350,000 on August 5, 2021.
Added
Bhd. of $200,000 and the amount due from Greenpro KSP Holding Group Company Limited of $60,000, while the amounts due to related parties mainly include the amount due to our noncontrolling interests in Forward Win International Limited of $390,333 and the amount due to Falcon Certified Public Accountants Limited of $47,135, respectively.
Removed
The market price of the Company’s Common Stock was $8.697 per share, or at a total value of $489,637, on August 5, 2021. 9.
Added
As of December 31, 2023, deferred revenue from related parties includes Ata Plus Sdn. Bhd. of $15,800, REBLOOD Biotech Corp. of $60,000 and Celmonze Wellness Corporation of $81,700, respectively. As of December 31, 2022, deferred revenue from related parties includes Ata Plus Sdn.
Removed
The Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 64,342 shares of its restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $400,000 on August 12, 2021.

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