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What changed in Greenpro Capital Corp.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Greenpro Capital Corp.'s 2023 and 2024 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 2024 report.

+510 added−378 removedSource: 10-K (2025-04-09) vs 10-K (2024-03-28)

Top changes in Greenpro Capital Corp.'s 2024 10-K

510 paragraphs added · 378 removed · 325 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

131 edited+64 added−12 removed139 unchanged
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.
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. 29 On October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which became effective on July 1, 2011.
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.
GFCSZ was initially engaged in the provision of a borderless platform through networking events and programs in China for our members to seek professional services and business opportunities and to exchange sources of information and research. Currently, GFCSZ principally provides corporate advisory and financial consulting services to clients in China. On April 20, 2020, after our directors, Messrs.
Lee and Loke received, in the aggregate, $25,500 in cash and 907,000 shares of restricted Common Stock of the Company, and the acquisition was accounted for as a transfer among entities under common control.
Lee and Loke received, in aggregate, $25,500 in cash and 907,000 shares of restricted Common Stock of the Company, and the acquisition was accounted for as a transfer among entities under common control.
Lee and Loke received, in the aggregate, $6,000 in cash and 1,326,000 shares of restricted Common Stock of the Company, and the acquisition was accounted for as a transfer among entities under common control. 8 Acquisition of A&G International Limited, a Belize company On September 30, 2015, we acquired 100% of the issued and outstanding securities of A&G International Limited, a Belize corporation (“A&G”), from Ms.
Lee and Loke received, in aggregate, $6,000 in cash and 1,326,000 shares of restricted Common Stock of the Company, and the acquisition was accounted for as a transfer among entities under common control. 8 Acquisition of A&G International Limited, a Belize company On September 30, 2015, we acquired 100% of the issued and outstanding securities of A&G International Limited, a Belize corporation (“A&G”), from Ms.
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.
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 Greenpro ESG Solutions Sdn. Bhd. on June 1, 2023) (“GPESG”), from our director, Mr.
Loke was the sole shareholder of GFOL before the acquisition. This acquisition was accounted for as a transfer among entities under common control. On September 21, 2018, the remaining 49% shareholdings of GFOL were transferred to GRBVI, and currently GRBVI holds 100% of GFOL.
Loke was the sole shareholder of GFOL before the acquisition. This acquisition was accounted for as a transfer among entities under common control. On September 21, 2018, the remaining 49% of the shareholdings of GFOL were transferred to GRBVI, and currently, GRBVI holds 100% of GFOL.
Lee at a consideration of MYR167 (approximately $40) and redeemed 347,000 shares out of a total of 504,750 shares of preferred stock from 25 preferred stock shareholders of GCVSB by issuance of 7,953 shares of the Company’s Common Stock valued at $69,191 or $8.7 per share. Total consideration of the acquisition was $69,231.
Lee, at a consideration of MYR167 (approximately $40) and redeemed 347,000 shares out of a total of 504,750 shares of preferred stock from 25 preferred stock shareholders of GCVSB by issuance of 7,953 shares of the Company’s Common Stock valued at $69,191 or $8.7 per share. The total consideration of the acquisition was $69,231.
The Company also issued 58 shares of the Company’s Common Stock valued at $75 per share, or a total of $4,335, as a commission that was also capitalized as cost of investment in KSP. KSP provides accounting, auditing, and consulting services in Thailand. The Company accounted for its investment in KSP under the equity method of accounting.
The Company also issued 58 shares of the Company’s Common Stock valued at $75 per share, or a total of $4,335, as a commission that was also capitalized as the cost of investment in KSP. KSP provides accounting, auditing, and consulting services in Thailand. The Company accounted for its investment in KSP under the equity method of accounting.
GTL is principally engaged in provision of trusteeship, custodial and fiduciary services to clients in Hong Kong. On April 13, 2016, another wholly owned subsidiary of the Company, Asia UBS Global Limited, a Belize company (“AUB”) acquired 100,000 shares, representing approximately 3% of the issued and outstanding shares of GTL for HK$100,000 (approximately $12,903) or HK$1 per share.
GTL is principally engaged in the provision of trusteeship, custodial and fiduciary services to clients in Hong Kong. On April 13, 2016, another wholly owned subsidiary of the Company, Asia UBS Global Limited, a Belize company (“AUB”), acquired 100,000 shares, representing approximately 3% of the issued and outstanding shares of GTL for HK$100,000 (approximately $12,903) or HK$1 per share.
For the year ended December 31, 2023, the Company made a further impairment of $736,000 for the investment in APSB due to APSB’s continuing losses and the Company’s shareholdings in APSB were diluted from 15% to approximately 4% at the end of 2023.
For the year ended December 31, 2023, the Company made a further impairment of $736,000 for investment in APSB due to APSB’s continuing losses, and the Company’s shareholdings in APSB were diluted from 15% to approximately 4% at the end of 2023.
Tang and FBHI also granted to GVCL an option for 180 days following the date of the agreement to purchase an additional 8% of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $20,000,000.
Tang and FBHI also granted GVCL an option for 180 days following the date of the agreement to purchase an additional 8% of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $20,000,000.
In consideration of acquisition of the option, GVCL agreed to issue 25,000 shares of the Company’s restricted Common Stock to Mr. Tang, which shall constitute partial payment for the option should GVCL elect to exercise the option. On December 11, 2020, the Company issued 68,587 shares of its restricted Common Stock to two designees of Mr.
In consideration of the acquisition of the option, GVCL agreed to issue 25,000 shares of the Company’s restricted Common Stock to Mr. Tang, which shall constitute partial payment for the option should GVCL elect to exercise the option. On December 11, 2020, the Company issued 68,587 shares of its restricted Common Stock to two designees of Mr.
On April 1, 2022, GVCL entered into a subscription agreement with REBLOOD Biotech Corp., a Nevada corporation, which is principally in provision of health management and biotechnology services (“REBLOOD”). Pursuant to the agreement, GVCL acquired 1,000,000 shares of common stock of REBLOOD at a price of $100 or $0.0001 per share.
On April 1, 2022, GVCL entered into a subscription agreement with REBLOOD Biotech Corp., a Nevada corporation, which is principally in the provision of health management and biotechnology services (“REBLOOD”). Pursuant to the agreement, GVCL acquired 1,000,000 shares of common stock of REBLOOD at a price of $100 or $0.0001 per share.
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.
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 NASDAQ and OTC Markets in the U.S..
Firms in this phase may be in the process of setting up a business or they might have been in operating the business for a short period of time but may not have sold their products commercially. In this phase, costs are increasing due to product development, market research and the need to recruit personnel.
Firms in this phase may be in the process of setting up a business or they might have been operating the business for a short period of time but may not have sold their products commercially. In this phase, costs are increasing due to product development, market research and the need to recruit personnel.
The objective of these sessions is to encourage idea exchanges, to provide a platform for networking and potentially future collaboration opportunities, and foster better understanding between the participants and us, as well as among themselves.
The objective of these sessions is to encourage idea exchanges, to provide a platform for networking and potentially future collaboration opportunities, and to foster better understanding between the participants and us, as well as among themselves.
For a monthly-paid employee, the minimum and maximum relevant income levels are $7,100 and $30,000 respectively. We comply with the above applicable ordinances and regulations in Hong Kong and have not been involved any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations.
For a monthly-paid employee, the minimum and maximum relevant income levels are $7,100 and $30,000 respectively. We comply with the above applicable ordinances and regulations in Hong Kong and have not been involved in any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations.
In the event of contravention, the employee is entitled to double wages every month during the period from the day after one month of the employment to the day before one year from the commencement that is the employee may receive up to 11 months additional wages due to the employer’s failure to provide a signed employment contract.
In the event of contravention, the employee is entitled to double wages every month during the period from the day after one month of employment to the day before one year from the commencement that is the employee may receive up to 11 months of additional wages due to the employer’s failure to provide a signed employment contract.
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.
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 employment. b.
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.
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 an employee under the guidance of a high-level trade union may execute the collective employment contract.
Within districts below county level, collective employment contracts for industries such as those engaged in construction, mining, food and beverage and those from the service sector, etc., may be executed on behalf of employees by the representatives from the trade union of each respective industry. Alternatively, a district-based collective employment contract may be made.
Within districts below the county level, collective employment contracts for industries such as those engaged in construction, mining, food and beverage and those from the service sector, etc., may be executed on behalf of employees by the representatives from the trade union of each respective industry. Alternatively, a district-based collective employment contract may be made.
The authorities in charge of social insurance may request an employer’s compliance and impose sanctions if such employer fails to pay and withhold social insurance in a timely manner.
The authorities in charge of social insurance may request an employer’s compliance and impose sanctions if such an employer fails to pay and withhold social insurance in a timely manner.
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 the New York Stock Exchange (NYSE), NASDAQ and Hong Kong Stock Exchange (HKEX). ● ADAQ has three major functions: 1. Corporate Value Building Program 2.
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.
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 in the firm. ○ Reconstruction, liquidation, or bankruptcy: If the project fails, the company will restructure or close its operations.
We believe that there is currently an increasing need for enterprises in different industries to maximize their performance with cost-effective methods. We believe our services will create numerous competitive advantages for our clients. We believe that with us handling the administrative and logistic support, our clients can focus on developing their businesses and expanding their own client portfolio.
We believe that there is currently an increasing need for enterprises in different industries to maximize their performance with cost-effective methods. We believe our services will create numerous competitive advantages for our clients. We believe that with us handling administrative and logistic support, our clients can focus on developing their businesses and expanding their own client portfolio.
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.
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 from 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. 30 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.
Lee at a consideration of $1. On January 22, 2014, GHL acquired 2 shares, representing 100% of the outstanding shares of GRHK from its shareholders, Messrs. Lee and Loke at a total consideration of HK$2 (approximately $0.26). At the same day after this acquisition, GRHK allotted additional 1,075,000 shares to GHL for HK$1,075,000 (approximately $138,709).
Lee, at a consideration of $1. On January 22, 2014, GHL acquired 2 shares, representing 100% of the outstanding shares of GRHK from its shareholders, Messrs. Lee and Loke at a total consideration of HK$2 (approximately $0.26). On the same day after this acquisition, GRHK allotted an additional 1,075,000 shares to GHL for HK$1,075,000 (approximately $138,709).
We face competition principally from established law firms and consulting service providers in the corporate finance industry, such as Marbury, King & Wood Mallesons, QMIS Financial Group, First Asia Finance Group Limited and their respective affiliates, as well as from certain accounting firms, including those that specialize in a tax planning and corporate restructuring.
We face competition principally from established law firms and consulting service providers in the corporate finance industry, such as Marbury, King & Wood Mallesons, QMIS Financial Group, First Asia Finance Group Limited and their respective affiliates, as well as from certain accounting firms, including those that specialize in tax planning and corporate restructuring.
Our corporate structure is set forth below: 4 A list of our group including all subsidiaries with a brief description of respective business is set forth below: Name (Domicile) Business Greenpro Capital Corp. (Nevada, USA) Provides financial consulting services and corporate services. Greenpro Resources Limited (British Virgin Islands) A holding company. Greenpro Holding Limited (Hong Kong) A holding company.
Our corporate structure is set forth below: 4 A list of our group, including all subsidiaries with a brief description of respective businesses, is set forth below: Name (Domicile) Business Greenpro Capital Corp. (Nevada, USA) Provides financial consulting services and corporate services. Greenpro Resources Limited (British Virgin Islands) A holding company. Greenpro Holding Limited (Hong Kong) A holding company.
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.
The consideration was derived from an agreed valuation of NBMSB of $2,284,000, based on its assets including customers, fixed assets, cash and cash equivalents, and liabilities as of November 1, 2020. Therefore, GVCL recognized the investment in NBMSB at a historical cost of $411,120 under other investments.
Greenpro Resources (HK) Limited (Hong Kong) Holds Greenpro’s intellectual property and currently holds six trademarks and applications thereof. Greenpro Resources Sdn. Bhd. (Malaysia) Holds investment in commercial real estate in Malaysia. Greenpro Management Consultancy Limited (China) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory in China.
Greenpro Resources (HK) Limited (Hong Kong) Holds intellectual property and currently holds six trademarks and applications thereof. Greenpro Resources Sdn. Bhd. (Malaysia) Holds investment in commercial real estate in Malaysia. Greenpro Management Consultancy Limited (China) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory in China.
Pursuant to the agreement, GVCL agreed to transfer 16,500,000 shares out of its total invested 17,500,000 shares of common stock of Agape to Agape for nil consideration. As a result, GVCL holds approximately 1% of the total outstanding shares of Agape and recognized a loss on forfeiture of other investment of $1,650.
Pursuant to the agreement, GVCL agreed to transfer 16,500,000 shares out of its total invested 17,500,000 shares of common stock from Agape to Agape for nil consideration. As a result, GVCL holds approximately 1% of the total outstanding shares of Agape and recognized a loss on forfeiture of other investment of $1,650.
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.
Tang at $27 per share (valued at approximately $925,000). Therefore, GVCL, in aggregate, holds 360,000 ordinary shares of FBHI, representing 18% of the total issued and outstanding shares of FBHI. The investment was recognized at a historical cost of $2,289,500 under other investments.
The seminars and conferences will focus on our three core wealth management principles, namely “Wealth Creation, Wealth Protection and Wealth Succession”. 2. Private Events by Invitation Private and exclusive events are planned to be held quarterly with a target between 30 and 40 attendees.
The seminars and conferences will focus on our three core wealth management principles, namely “Wealth Creation, Wealth Protection and Wealth Succession”. 2. Private Events by Invitation Private and exclusive events are planned to be held quarterly with a target of between 30 and 40 attendees.
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.
An 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 intend to assist our clients in the preparation of their financial statements cost-effectively and provide security to such financial information since the data will be stored in a cloud system. We anticipate a market with growing needs in Asia.
We intend to assist our clients in the preparation of their financial statements cost-effectively and provide security for such financial information since the data will be stored in a cloud system. We anticipate a market with growing needs in Asia.
Our venture capital business is focused on (1) establishing a business incubator for start-up and high growth companies to support such companies during critical growth periods and (2) investment opportunities in select start-ups and high growth companies.
Our venture capital business is focused on (1) establishing a business incubator for start-ups and high-growth companies to support such companies during critical growth periods and (2) investment opportunities in select start-ups and high-growth companies.
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.
China A portion of our acquired businesses are 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. 28 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.
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.
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. 27 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.
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).
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 Provisions of the Settlement, Sale and Payment of Foreign Exchange (1996).
A targeted campaign will be made to the following groups of clients: law firms, auditing firms, consulting firms and small to medium-sized enterprises (“SMEs”) in different industries, including biotechnology, intellectual property, information technologies and real estate. 21 Worldwide Wealth Wisdom Development Worldwide Wealth Wisdom Development (“WWW”) is our marketing and promotional campaign, which is focused on building long-term awareness of our brand.
A targeted campaign will be made to the following groups of clients: law firms, auditing firms, consulting firms and small to medium-sized enterprises (“SMEs”) in different industries, including biotechnology, intellectual property, information technologies and real estate. 24 Worldwide Wealth Wisdom Development Worldwide Wealth Wisdom Development (“WWW”) is our marketing and promotional campaign, which is focused on building long-term awareness of our brand.
We comply with the above applicable ordinances and regulations in Malaysia and have not involved any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations.
We comply with the above applicable ordinances and regulations in Malaysia and have not been involved in any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations.
On August 27, 2021, GVCL entered into a subscription agreement with catTHIS Holdings Corp., a Nevada corporation, which provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any devices (“catTHIS”). Pursuant to the agreement, GVCL acquired 2,000,000 shares of common stock of catTHIS at a price of $200 or $0.0001 per share.
On August 27, 2021, GVCL entered into a subscription agreement with catTHIS Holdings Corp., a Nevada corporation, which provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any device (“catTHIS”). Pursuant to the agreement, GVCL acquired 2,000,000 shares of common stock of catTHIS at a price of $200 or $0.0001 per share.
(British Virgin Islands) February 3, 2021 12.23 % Provides turnkey services, from strategic satellite anchor station solutions to fully deployable, integrated tactical platform solutions. 9. Jocom Holdings Corp. (Nevada, USA) June 2, 2021 2.6 % Operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones. 10. Ata Global Inc.
(British Virgin Islands) February 3, 2021 12.23 % Provides turnkey services, from strategic satellite anchor station solutions to fully deployable, integrated tactical platform solutions. 8. Jocom Holdings Corp. (Nevada, USA) June 2, 2021 2.6 % Operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones. 9. Ata Global Inc.
We act as a case reference for our clients, as we originally had our shares quoted in the OTC markets and subsequently “uplisted” to The Nasdaq Stock Market LLC., a U.S. national securities exchange. 18 With growing competition and increasing economic sophistication, we believe more companies need strategies for cross-border restructuring and other corporate matters.
We act as a case reference for our clients, as we originally had our shares quoted in the OTC markets and subsequently “uplisted” to The Nasdaq Stock Market LLC., a U.S. national securities exchange. 21 With growing competition and increasing economic sophistication, we believe more companies need strategies for cross-border restructuring and other corporate matters.
We intend to enhance our corporate finance business in China, Hong Kong, Malaysia, and Thailand, by engaging in more marketing activities and expanding our business network to these regions. 2. ADAQ Development: ADAQ is a next generation online financial information platform which facilitates connecting private high growth emerging companies with access to potential investors and synergetic companies.
We intend to enhance our corporate finance business in China, Hong Kong, Malaysia, and Thailand, by engaging in more marketing activities and expanding our business network to these regions. 3. ADAQ Development: ADAQ is a next-generation online financial information platform which facilitates connecting private high-growth emerging companies with access to potential investors and synergetic companies.
We are confident we can retain and enlarge our market share. 23 Intellectual Property We intend to protect our investment in the research and development of our products and technologies. We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights, and patents, if applicable.
We are confident we can retain and enlarge our market share. 26 Intellectual Property We intend to protect our investment in the research and development of our products and technologies. We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights, and patents, if applicable.
There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or un-patentable know-how will not otherwise become known or be independently developed by competitors.
There can be no assurance, however, that all people who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or un-patentable know-how will not otherwise become known or be independently developed by competitors.
Circular 19 requires that RMB converted from the foreign currency-dominated capital of a FIE shall be managed under the Accounts for FX settlement and pending payment. The expenditure scope of such Accounts includes expenditure within the business scope, payment of funds for domestic equity investment and RMB deposits, repayment of the RMB loans after completed utilization and so forth.
Circular 19 requires that RMB converted from the foreign currency-dominated capital of an FIE shall be managed under the Accounts for FX settlement and pending payment. The expenditure scope of such Accounts includes expenditure within the business scope, payment of funds for domestic equity investment and RMB deposits, repayment of the RMB loans after completed utilization, and so forth.
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.
NBMSB is a Malaysian company involved in operating a Chinese media portal that provides digital news services focusing on Asian capital markets. NBMSB is also one of the biggest Chinese-language digital business news networks in Malaysia and has readers from across Southeast Asia. Pursuant to the agreement, both Ms. Lee and Mr.
Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, is available on the SEC’s website at www.sec.gov. 29 Future Development Plan We are in the process of carrying out the following development plans. 1.
Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, is available on the SEC’s website at www.sec.gov. 32 Future Development Plan We are in the process of carrying out the following development plans. 1.
In the later expansion stage, the business typically needs extra capital in addition to organically generated profit, for further development, marketing, or product development. 19 We intend for our business incubators to provide valuable support to young, emerging growth and potential high growth companies at critical junctures of their development.
In the later expansion stage, the business typically needs extra capital in addition to organically generated profit, for further development, marketing, or product development. 22 We intend for our business incubators to provide valuable support to young, emerging growth and potential high-growth companies at critical junctures of their development.
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.
Lee, for MYR1 (approximately $0.25), and the acquisition was accounted for as a transfer among entities under common control. On June 7, 2016, GPESG issued another 200 shares to GHL at the price of MYR120,000 (approximately $30,000), resulting in GHL owning 60% of GPESG.
We expect to look for businesses that meet the following criteria: ● high growth prospects ● ambitious teams ● viability of product or service ● experienced management ● ability to convert plans into reality ● justification of venture capital investment and investment criteria 20 Our Venture Capital Related Education and Support Services.
We expect to look for businesses that meet the following criteria: ● high-growth prospects ● ambitious teams ● viability of product or service ● experienced management ● ability to convert plans into reality ● justification of venture capital investment and investment criteria 23 Our Venture Capital Related Education and Support Services.
Our Venture Capital Business Segment Venture Capital Investment As a result of our acquisition of Greenpro Venture Capital Limited (“GVCL”) in 2015, we entered a venture capital business in Hong Kong with a focus on companies located in South-East Asia and East Asia, including Hong Kong, Malaysia, China, Thailand, and Singapore.
Our Venture Capital Business Segment Venture Capital Investment As a result of our acquisition of Greenpro Venture Capital Limited (“GVCL”) in 2015, we entered a venture capital business in Hong Kong with a focus on companies located in Southeast Asia and East Asia, including Hong Kong, Malaysia, China, Thailand, and Singapore.
Currently, we are following the above applicable ordinances and regulations in China and have not involved any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations. Insurance We do not current maintain property, business interruption and casualty insurance.
Currently, we are following the above applicable ordinances and regulations in China and have not been involved in any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations. Insurance We do not currently maintain property, business interruption and casualty insurance.
We are required to contribute to the Mandatory Provident Fund (MPF) for all eligible employees in Hong Kong between the ages of 18 and 65. We are required to contribute a specified percentage of the participant’s income based on their ages and wage level.
We are required to contribute to the Mandatory Provident Fund (MPF) for all eligible employees in Hong Kong between the ages of 18 and 65. We are required to contribute a specified percentage of the participant’s income based on their ages and wage levels.
We believe that the focus of these laws is censorship in Malaysia, however we believe this does not impact our businesses because the censorship focus is on media controls and does not relate to cloud base technology which we plan to use.
We believe that the focus of these laws is censorship in Malaysia; however, we believe this does not impact our businesses because the censorship focus is on media controls and does not relate to cloud-based technology which we plan to use.
An increasing number of companies across South-East Asia and the Greater Bay Area are interested in listing on the ADAQ market platform. We believe the successful development of the platform will heighten the prospects of Greenpro’s venture capital projects, aiming to achieve success and to widen market coverage to source for new potential projects. ● Wealth Management Portfolio Development.
An increasing number of companies across Southeast Asia and the Greater Bay Area are interested in listing on the ADAQ market platform. We believe the successful development of the platform will heighten the prospects of Greenpro’s venture capital projects, aiming to achieve success and to widen market coverage to source for new potential projects. ● Wealth Management Portfolio Development.
The Interim Provisions further provides that, the number of the dispatched workers of an employer shall not exceed 10% of its total workforce, and the total workforce of an employer shall refer to the sum of the number of the workers who have executed labor contracts with the employer and the number of workers who are dispatched to the employer.
The Interim Provisions further provide that, the number of the dispatched workers of an employer shall not exceed 10% of its total workforce, and the total workforce of an employer shall refer to the sum of the number of the workers who have executed labor contracts with the employer and the number of workers who are dispatched to the employer.
Where a FIE, other than a foreign-invested investment company, foreign-invested venture capital enterprise or foreign-invested equity investment enterprise, makes domestic equity investment by transferring its capital in the original currency, it shall obey the current provisions on domestic re-investment.
Where a FIE, other than a foreign-invested investment company, foreign-invested venture capital enterprise or foreign-invested equity investment enterprise, makes domestic equity investment by transferring its capital into the original currency, it shall obey the current provisions on domestic re-investment.
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-X”).
As of December 31, 2022, the fair value of APSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) and according to our 15% interest in APSB, our investment was valued approximately $736,000. Hence, the Company recorded an impairment loss of $13,992 for the year ended December 31, 2022.
On December 31, 2022, the fair value of APSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) and according to our 15% interest in APSB, our investment was valued at approximately $736,000. Hence, the Company recorded an impairment loss of $13,992 for the year ended December 31, 2022.
Trade union and collective employment contracts Under the Employment Contract Law, a trade union may seek arbitration and litigation to resolve any dispute arising from a collective employment contract provided that such dispute failed to be settled through negotiations.
Trade union and collective employment contracts Under the Employment Contract Law, a trade union may seek arbitration and litigation to resolve any dispute arising from a collective employment contract provided that such dispute fails to be settled through negotiations.
The Company indirectly has an aggregate of approximately 11% interest in GTL with an investment value of $51,613. Messrs. Lee and Loke are common directors of GTL and the Company. As of December 31, 2022, the net asset value (“NAV”) of GTL was $107,835 and according to the Company’s 11% interest in GTL’s NAV, our investment was valued approximately $11,981.
The Company indirectly has an aggregate of approximately 11% interest in GTL with an investment value of $51,613. Messrs. Lee and Loke are common directors of GTL and the Company. On December 31, 2022, the net asset value (“NAV”) of GTL was $107,835 and according to the Company’s 11% interest in GTL’s NAV, our investment was valued at approximately $11,981.
Investment Decision: We will evaluate, examine, and engage in due diligence of a prospective portfolio company, including but not limited to product/services viability, market potential and integrity as well as capability of the management. After that, both parties arrive at an agreed value for the deal.
Investment Decision: We will evaluate, examine, and engage in the diligence of a prospective portfolio company, including but not limited to product/service viability, market potential and integrity as well as the capability of the management. After that, both parties arrive at an agreed value for the deal.
The purchase price was determined based on the business value generated from F&A at the time of acquisition. The acquisition was accounted for as a transfer among entities under common control. Ms.
The purchase price was determined based on the business value generated by F&A at the time of acquisition. The acquisition was accounted for as a transfer among entities under common control. Ms.
The Company aims to expand its long term and general insurance services through the acquisition of Sparkle. 10 Acquisitions of controlling interests: Acquisition of Forward Win International Limited, a Hong Kong company On February 25, 2015, we acquired 60% of the issued and outstanding shares of Forward Win International Limited, a Hong Kong company (“FWIL”) at a consideration of $774.
The Company aims to expand its long-term and general insurance services through the acquisition of Sparkle. 10 Acquisition of Forward Win International Limited, a Hong Kong company On February 25, 2015, we acquired 60% of the issued and outstanding shares of Forward Win International Limited, a Hong Kong company (“FWIL”) at a consideration of $774.
Customers Our revenues are generated from clients located globally, including those from Hong Kong, China, Malaysia, Singapore, Indonesia, Thailand, Australia, Japan, Taiwan, Russia, and the United States. Our venture capital business will initially focus on Hong Kong and other Asian start-ups and high growth companies.
Customers Our revenues are generated from clients located globally, including those from Hong Kong, China, Malaysia, Singapore, Indonesia, Thailand, Japan, Taiwan, the United Kingdom, and the United States. Our venture capital business will initially focus on Hong Kong and other Asian start-ups and high-growth companies.
Accounting Outsourcing Services We intend to develop relationships with professional firms from Hong Kong, Malaysia, China, and Thailand that can provide company secretarial, business centers and virtual offices, book-keeping, tax compliance and planning, payroll management, business valuation, and wealth management services to our clients.
Accounting Outsourcing Services We intend to develop relationships with professional firms from Hong Kong, Malaysia, China, and Thailand that can provide company secretarial, business centers and virtual offices, bookkeeping, tax compliance and planning, payroll management, business valuation, and wealth management services to our clients.
We continue to look for partnerships to explore the potential of wealth management, fund management and asset management services, and provide with the assistance from our affiliates customized wealth creation, wealth protection and wealth succession solutions for medium, high, and ultra-high net worth individuals/families in the Asian region.
We continue to look for partnerships to explore the potential of wealth management, fund management and asset management services, and provide assistance with our affiliates’ customized wealth creation, wealth protection and wealth succession solutions for medium, high, and ultra-high net worth individuals/families in the Asian region.
These efforts typically involve local, regional, or national trade show and event sponsorships, targeted direct mail, email, and telemarketing campaigns, and practice and industry specific micro-sites and newsletters in the Asian region. ● Social Media: We plan to begin a social media campaign utilizing blogs, Twitter, Facebook, and LinkedIn after we secure sufficient financing.
These efforts typically involve local, regional, or national trade show and event sponsorships, targeted direct mail, email, and telemarketing campaigns, and practice and industry-specific micro-sites and newsletters in the Asian region. ● Social Media: We plan to begin a social media campaign utilizing blogs, such as X (formerly Twitter), Facebook, and LinkedIn, after we secure sufficient financing.
We also expect to place more efforts into the development of our Wealth Network Database focusing on wealth related information sharing. For our long-term plan and development, we look forward to initiating the “Greenpro Capital Tower” plan in ASEAN as an effort to further develop our brand, strengthen our operational and client base with stronger customers and market confidence.
We also expect to put more effort into the development of our Wealth Network Database focusing on wealth-related information sharing. For our long-term plan and development, we look forward to initiating the “Greenpro Capital Tower” plan in ASEAN as an effort to further develop our brand, strengthen our operational and client base with stronger customers and increase market confidence.
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, the fair value of NBMSB was appraised by an independent appraiser, the Appraiser and according to our 18% interest in NBMSB, our investment was valued at approximately $82,000. The depreciation of NBMSB’s fair value was mainly due to its significant drop in revenue.
OTC markets, we primarily focus on three methods: ● Registration Statement on Form S-1 ● Regulation A+ offering ● The Form 10 shell company The manner in which the OTC markets are structured provides companies the ability to “uplist” in the marketplace as they provide better transparency.
OTC markets, we primarily focus on three methods: ● Registration Statement on Form S-1 ● Regulation A+ offering ● The Form 10 shell company The way the OTC markets are structured provides companies the ability to “uplist” in the marketplace as they provide better transparency.
Seminars and Conferences Seminars and conferences will be held once a month to deliver and educate the attendees on wealth management. We target between 80 and 100 attendees each time. We intend to invite professionals and strategic partners to share their ideas, resources and knowhow in the seminars and conferences.
Seminars and Conferences Seminars and conferences will be held once a month to deliver and educate the attendees on wealth management. We target between 80 and 100 attendees each time. We intend to invite professionals and strategic partners to share their ideas, resources and know-how in the seminars and conferences.
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.
On December 31, 2022, the fair value of FBHI was appraised by the Appraiser and according to our 18% interest in FBHI, our investment was valued at approximately $246,000. The depreciation of FHBI’s fair value was mainly due to a significant decrease in its revenue.
We will seek a SEO expert team in China and Malaysia to assist in the promotion of the campaign by using an advertising and keyword tagging strategy to drive traffic to our social media accounts and our company website. The major search engines are Baidu and Google as these are the common search engine worldwide. 22 Interaction and Conversion 1.
We will seek an SEO expert team in China and Malaysia to assist in the promotion of the campaign by using an advertising and keyword tagging strategy to drive traffic to our social media accounts and our company website. The major search engines are Baidu and Google as these are the common search engines worldwide. 25 Interaction and Conversion 1.
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.
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 purpose of raising capital; ● Assisting in setting up cloud inventory systems to assist clients in recording, maintaining and controlling their inventories and tracking 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 crowdfunding platform to assist small to medium-sized enterprises (SMEs) to access funding through its platform; ● Providing cryptocurrency 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) providing financial services; ● Providing financial technology (FinTech) services; and ● Transaction services. 20 There is a growing market in Asia for companies who are seeking to go public and become listed on a recognized exchange in a foreign jurisdiction.
(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.
(Nevada, USA) July 30, 2021 5 % Provides financial technology (FinTech) services. 10. 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 device. 11. ACT Wealth Academy Inc.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe 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.
Biggest changeThe Regulations on the Administration of Network Data Security issued on September 24, 2024 and took effect on January 1, 2025, which does not involve that data handlers that process the personal information of more than one million users listed in a foreign country should apply for a cybersecurity review, and w e do not believe we are among the “operator of critical information infrastructure”, “data processor”, “online platform operators” or “data handlers” 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.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.
Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our networks or client computers, or otherwise exploit any security vulnerabilities, or that misappropriate and distribute confidential information stored on these computer systems.
Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our networks or client computers, or otherwise exploit any security vulnerabilities, or misappropriate and distribute confidential information stored on these computer systems.
It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors since he or she is not a resident in the United States.
It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors since he or she is not a resident of the United States.
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 an inspection.
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.
However, should PRC authorities obstruct or otherwise fail to facilitate 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.
Depending on the government agency or how an application or case is presented to such agency, we may receive less favorable interpretations of laws and regulations than our competitors, particularly if a competitor has long been established in the locality of and has developed a relationship with such agency.
Depending on the government agency or how an application or case is presented to such an agency, we may receive less favorable interpretations of laws and regulations than our competitors, particularly if a competitor has long been established in the locality of and has developed a relationship with such an agency.
Senate passed Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
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.
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.
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.
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.
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.
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.
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 lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China.
However, should PRC authorities obstruct or otherwise fail to facilitate PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China.
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 an inspection.
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.
It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our future offerings, our 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.
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.
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 the political environment in Hong Kong may materially and adversely affect our business and operation.
The M&A Rules require that among other things, that the Ministry of Commerce, or MOFCOM, be notified in advance of any change of control transaction in which a foreign investor acquires control of a PRC domestic enterprise and involves following circumstances: (i) any important industry is concerned; (ii) such transaction involves factors that impact or may impact national economic security; or (iii) such transaction will lead to a change of control of a domestic enterprise which holds a famous trademark or PRC time-honored brand.
The M&A Rules require that among other things, the Ministry of Commerce, or MOFCOM, be notified in advance of any change of control transaction in which a foreign investor acquires control of a PRC domestic enterprise and involves the following circumstances: (i) any important industry is concerned; (ii) such transaction involves factors that impact or may impact national economic security; or (iii) such transaction will lead to a change of control of a domestic enterprise which holds a famous trademark or PRC time-honored brand.
According to our PRC counsel, Chiu Sui Wun Grace from Guangdong Qianhai Sun Law Firm, based on her understanding of the current PRC laws, rules and regulations that the CSRC’s approval under the M&A Rules may not be required for our continued listing on Nasdaq, given that: (i) we did not establish our mainland China subsidiaries through merger with or acquisition of PRC domestic companies as defined in the M&A Rules, and (ii) our mainland China subsidiaries through merger with or acquisition of PRC domestic companies do not involve following circumstances of “any important industry is concerned, or such transaction involves factors that impact or may impact national economic security; or such transaction will lead to a change of control of a domestic enterprise which holds a famous trademark or PRC time-honored brand”.
According to our PRC counsel, Chiu Sui Wun Grace from Guangdong Qianhai Sun Law Firm, based on her understanding of the current PRC laws, rules and regulations, the CSRC’s approval under the M&A Rules may not be required for our continued listing on Nasdaq, given that: (i) we did not establish our mainland China subsidiaries through a merger with or acquisition of PRC domestic companies as defined in the M&A Rules, and (ii) our mainland China subsidiaries through a merger with or acquisition of PRC domestic companies do not involve following circumstances of “any important industry is concerned, or such transaction involves factors that impact or may impact national economic security; or such transaction will lead to a change of control of a domestic enterprise which holds a famous trademark or PRC time-honored brand”.
Later, on December 28, 2021, the Measures for Cybersecurity Review (2021 version) were promulgated and became effective on February 15, 2022, which provide that any “online platform operators” controlling personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review.
Later, on December 28, 2021, the Measures for Cybersecurity Review (2021 version) were promulgated and became effective on February 15, 2022, which provide that any “online platform operators” controlling the personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review.
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.
If our Chinese subsidiary needs to provide such information generated in mainland 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 in July 2022 and implemented in September 2022 by the Cyberspace Administration of China and other relevant regulations.
While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator, such as the Department of Justice, the SEC, the PCAOB and other authorities, to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.
While the detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability of an overseas securities regulator, such as the Department of Justice, the SEC, the PCAOB and other authorities, to directly conduct an investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.
NASDAQ Listing Rule 5101 provides NASDAQ with broad discretionary authority over the continued listing of securities in NASDAQ and NASDAQ may use such discretion to deny apply additional or more stringent criteria for the continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on NASDAQ inadvisable or unwarranted in the opinion of NASDAQ, even though the securities meet all enumerated criteria for continued listing on NASDAQ.
NASDAQ Listing Rule 5101 provides NASDAQ with broad discretionary authority over the continued listing of securities in NASDAQ, and NASDAQ may use such discretion to apply additional or more stringent criteria for the continued listing of particular securities or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on NASDAQ inadvisable or unwarranted in the opinion of NASDAQ, even though the securities meet all enumerated criteria for continued listing on NASDAQ.
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. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations.
As a result of this 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.
Additional risks not presently known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition. If any of these risks occur, the trading price of our Common Stock could be decline and you may lose all or part of your investment.
Additional risks not presently known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition. If any of these risks occur, the trading price of our Common Stock could decline and you may lose all or part of your investment.
If we are unable to increase customer support and improve our platform in the face of increasing competition, with the increase in competition, our ability to sell our services to potential customers could adversely affect our brand, which would harm our reputation. Our use of open source and third-party software could impose limitations on our ability to commercialize our services.
If we are unable to increase customer support and improve our platform in the face of increasing competition, with the increase in competition, our ability to sell our services to potential customers could adversely affect our brand, which would harm our reputation. 39 Our use of open-source and third-party software could impose limitations on our ability to commercialize our services.
Furthermore, in line with its transformation from a centrally planned economy to a relatively free market economy, the PRC government is still in the process of developing a comprehensive set of laws and regulations. As the legal system in the PRC is still evolving, laws and regulations or the interpretation of the same may be subject to further changes.
Furthermore, in line with its transformation from a centrally planned economy to a free market economy, the PRC government is still in the process of developing a comprehensive set of laws and regulations. As the legal system in the PRC is still evolving, laws and regulations or the interpretation of the same may be subject to further changes.
The SEC had announced that the SEC staff was preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report. The implications of possible additional regulation in addition to the requirements of the HFCAA and what was recently adopted on December 2, 2021 are uncertain.
The SEC had announced that the SEC staff were preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report. The implications of possible additional regulation in addition to the requirements of the HFCAA and what was recently adopted on December 2, 2021, are uncertain.
In either event, we could be required to seek licenses from third parties to continue our services in the event re-engineering cannot be accomplished on a timely or successful basis, any of which could adversely affect our business, operating results, and financial condition.
In either event, we may be required to seek licenses from third parties to continue our services in the event re-engineering cannot be accomplished on a timely or successful basis, any of which could adversely affect our business, operating results, and financial condition.
Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China.
Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China.
The recent state government interference into business activities on U.S. listed Chinese companies may negatively impact our existing and future operations in Hong Kong and China. Recently, the Chinese government announced that it would step up supervision of Chinese firms listed offshore.
The recent state government interference in business activities on U.S.-listed Chinese companies may negatively impact our existing and future operations in Hong Kong and China. Recently, the Chinese government announced that it would step up supervision of Chinese firms listed offshore.
In recent years, there have been political instabilities in the Malaysian government which may reduce investors’ confidence, result in reduction in foreign direct investment and weigh on consumer and business sentiment, depressing growth. In addition, the Malaysian economy is reliant on external demand.
In recent years, there have been political instabilities in the Malaysian government which may reduce investors’ confidence, result in a reduction in foreign direct investment and weigh on consumer and business sentiment, depressing growth. In addition, the Malaysian economy is reliant on external demand.
This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or on commercially reasonable times.
This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or at commercially reasonable times.
Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement between the United States of America and the People’s Republic of China as a phase one trade deal, effective on February 14, 2020.
Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement between the Government of the People’s Republic of China and the Government of the United States of America as a phase one trade deal, effective on February 14, 2020.
The PRC government’s restrictive regulations and measures could increase our existing and future operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect our business and prospects. 38 Our Hong Kong and China subsidiaries may be subject to a variety of laws and other obligations regarding cyber security and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on their business, financial condition, and results of operations.
The PRC government’s restrictive regulations and measures could increase our existing and future operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect our business and prospects. 49 Our Hong Kong and China subsidiaries may be subject to a variety of laws and other obligations regarding cyber security and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on their business, financial condition, and results of operations.
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.
The PRC government is increasingly focused on data security, recently launching a 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.
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.
Our growth strategy is 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.
China’s economic, political, and social conditions, as well as interventions and influences of any government policies, laws and regulations are uncertain and could have a material adverse effect on our business. 45 The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council, and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in the future.
China’s economic, political, and social conditions, as well as interventions and influences of any government policies, laws and regulations are uncertain and could have a material adverse effect on our business. 56 The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council, and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in the future.
The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions, and other factors that our board of directors may deem relevant. 34 Risks Related to Doing Business in Hong Kong and China Introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.
The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions, and other factors that our board of directors may deem relevant. 45 Risks Related to Doing Business in Hong Kong and China The introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.
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.
Our failure to achieve or maintain profitability could negatively impact the value of our business. We may not be able to continue to operate as a going concern.
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.
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. 53 NASDAQ may apply additional and more stringent criteria for our continued listing.
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are not related to the operating performance of certain companies. These market fluctuations may also materially and adversely affect the market price of the shares. In case that our shares trade under $5.00 per share they will be considered penny stock.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of certain companies. These market fluctuations may also materially and adversely affect the market price of the shares. In the event that our shares trade under $5.00 per share, they will be considered penny stock.
Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our technical, administrative, and financial controls and reporting systems. 32 Competitors may enter this sector with superior service which would affect our business adversely.
Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend upon our ability to manage changing business conditions and to implement and improve our technical, administrative, and financial controls and reporting systems. Competitors may enter this sector with superior service which would affect our business adversely.
The PRC Cyber Security Law, which was promulgated on November 7, 2016 and became effective on June 1, 2017 provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.
The PRC Cyber Security Law, which was promulgated on November 7, 2016 and became effective on June 1, 2017, provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations within the territory of the PRC should be stored within the territory of the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.
Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause them to change their business practices. Further, their expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect their business and results of operations in material ways.
Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause them to change their business practices. Further, their expansion into a variety of new fields also could raise several new regulatory issues. These factors could negatively affect their business and results of operations in material ways.
Any failure to comply with foreign laws and regulations could subject us to fines and penalties, make it more difficult or impossible to do business in that country and harm our reputation. We face the risk that changes in the world economy and political developments in Malaysia may adversely affect our business.
Any failure to comply with foreign laws and regulations could subject us to fines and penalties, making it more difficult or impossible to do business in that country and harm our reputation. We face the risk that changes in the world economy and political developments in Malaysia may adversely affect our business.
The Cyberspace Administration of China (“CAC”) has also opened a cyber-security probe into several U.S.-listed tech giants focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the Data Security Law, how companies collect, store, process, and transfer data.
The Cyberspace Administration of China (“CAC”) has also opened a cyber-security probe into some U.S.-listed tech giants focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the Data Security Law, how companies collect, store, process, and transfer data.
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.
According to Regulations on Overseas Listing Archives, 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, should not disclose state secrets, or harm the state and public interests.
We believe that barriers to entry are low to medium because of economies of scale, cost advantage and brand identity. Potential competitors may enter this sector with superior services. This would have an adverse effect upon our business and our results of operations.
We believe that barriers to entry are low to medium because of economies of scale, cost advantage and brand identity. Potential competitors may enter this sector with superior services. This would have an adverse effect on our business and our results of operations.
This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA.
This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA.
Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA. 41 The SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.
Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA. 52 The SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.
This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or on commercially reasonable times. 36 On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China.
This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or at commercially reasonable times. 47 On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China.
Under the Hong Kong Companies Ordinance, we are permitted to make payments of dividends from distributable profits (that is, accumulated realized profits less its accumulated realized losses). Under the Laws of Malaysia, we may only make a distribution to the shareholders out of our profits available if we are solvent.
Under the Hong Kong Companies Ordinance, we are allowed to make payments of dividends from distributable profits (that is, accumulated realized profits less its accumulated realized losses). Under the Laws of Malaysia, we may only make a distribution to the shareholders out of our profits available if we are solvent.
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.
If the U.S. regulators carry out an investigation on us and there is a need to conduct an investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such an investigation or evidence collection activities directly in the PRC under the PRC laws.
Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect their business, operating results, and financial condition.
Violations of the FCPA or Chinese anti-corruption rel evant laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect their business, operating results, and financial condition.
Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.
Much of the scrutiny, criticism and negative publicity have centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto, and, in many cases, allegations of fraud.
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.
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 own approximately 25% of our outstanding shares of Common Stock, and Mr.
Moreover, they are exposed to the risk of misconduct, errors and failure to functions by their management, employees and parties that they collaborate with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm their reputation and business. 40 The recent joint statement by the SEC, proposed rule changes submitted by NASDAQ, and an act passed by the U.S.
Moreover, they are exposed to the risk of misconduct, errors and failure to function by their management, employees and parties that they collaborate with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm their reputation and business. 51 The recent joint statement by the SEC, proposed rule changes submitted by NASDAQ, and an act passed by the U.S.
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.
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 like us.
On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which will come into effect on March 31, 2023, and if enacted, may subject us to additional compliance requirement in the future.
On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which will come into effect on March 31, 2023, and if enacted, may subject us to additional compliance requirements in the future.
The M&A Rules also requires offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals, to obtain the approval of CSRC prior to publicly listing their securities on an overseas stock exchange.
The M&A Rules also require offshore special purpose vehicles (SPV) that are controlled by PRC companies or individuals and that have been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals, to obtain the approval of CSRC prior to publicly listing their securities on an overseas stock exchange.
Presently, we intend to retain all our earnings, if any, to finance development and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in us will be if the market price of our Common Stock appreciates. Together, our Chief Executive Officer, Mr. Lee Chong Kuang, and our Chief Financial Officer, Mr.
At present, we intend to retain all our earnings, if any, to finance the development and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in us will be if the market price of our Common Stock appreciates. Together, our Chief Executive Officer, Mr. Lee, Chong Kuang, and our Chief Financial Officer, Mr.
As we expand into additional countries, the complexity inherent in complying with these laws and regulations increases, making compliance more difficult and costly and driving up the costs of doing business in foreign jurisdictions.
As we expand into additional countries, the complexity inherent in complying with these laws and regulations increases, making compliance more difficult, costly, and driving up the costs of doing business in foreign areas.
The “Reporting Measures” clearly states that foreign investors who directly or indirectly conduct investment activities in China should submit investment information to the commercial authorities by foreign investors or foreign-invested enterprises in accordance with these Measures.
The “Reporting Measures” clearly state that foreign investors who directly or indirectly conduct investment activities in China should submit investment information to the commercial authorities by foreign investors or foreign-invested enterprises in accordance with these Measures.
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.
In addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2024 audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.
If our Hong Kong and China subsidiaries are unable to manage these risks, they could become subject to penalties, including fines, suspension of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and their reputation and results of operations could be materially and adversely affected. 39 It may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China.
If our Hong Kong and China subsidiaries are unable to manage these risks, they could become subject to penalties, including fines, suspension of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and their reputation and results of operations could be materially and adversely affected. 50 It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within China.
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.
In addition, on December 28, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review, which came into force as of February 15, 2022, which proposes to authorize the relevant government authorities to conduct cyber security reviews 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.
Because of the Company’s subsidiaries in Hong Kong and mainland China and its operations there and given the Chinese government’s significant oversight and discretion over the conduct of our Hong Kong and PRC subsidiaries’ business operations there, there is always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in China including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment.
Given the Chinese government’s significant oversight and discretion over the conduct of our Hong Kong and PRC subsidiaries’ business operations, there is always a risk that the Chinese government may, in the future, seek to affect the operations of any company with any level of operations in China, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment.
Any possible worsening global demand is likely to hinder the export development and any economic weakness may possibly lead to market intervention and the government may impose capital controls. Under these circumstances, our business operation may be adversely affected. You may have difficulty enforcing judgments against us.
Any possible worsening global demand is likely to hinder export development and any economic weakness may lead to market intervention, and the government may impose capital controls. Under these circumstances, our business operations may be adversely affected. You may have difficulty enforcing judgments against us.
If the archives or duplicates of such archives are of important value to the state and society and needed to be taken abroad, approval shall be obtained in accordance with relevant provisions.
If the archives or duplicates of such archives are of important value to the state and society and need to be taken abroad, approval shall be obtained in accordance with relevant provisions.
If they provide or are deemed to provide such network products and services to critical information infrastructure operators, or they are deemed to be a critical information infrastructure operator, they would be required to follow cyber security review procedures.
If they provide or are deemed to provide such network products and services to critical information infrastructure operators, or they are deemed to be critical information infrastructure operators, they would be required to follow cyber security review procedures.
The U.S. regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.
The U.S. regulators may consider cross-border cooperation with the securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanisms established with the securities regulatory authority of the PRC.
We are a Nevada corporation but most of our assets are and will be located outside of the United States. Almost all our operations are conducted in Hong Kong, Malaysia, and the PRC. In addition, most of our officers and directors are the nationals and residents of a country other than the United States.
We are a Nevada corporation, but most of our assets are and will be located outside of the United States. Principally our operations are conducted in Hong Kong, Malaysia, and the PRC. In addition, most of our officers and directors are nationals and residents of a country other than the United States.
Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.
Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of mutual and practical cooperation mechanisms.
The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function in a high degree of autonomy for its affairs, including currencies, immigration and custom, independent judiciary system and parliamentary system.
The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs, including currencies, immigration and customs, an independent judiciary system and a parliamentary system.
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.
No assurance that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial year ended December 31, 2023. Governance Our board of directors is responsible for monitoring and assessing strategic risk exposure.
Biggest changeThis approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial year ended December 31, 2024.
Our cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration with our IT team and reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by our group.
Our cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration with our IT team and reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by our group. 59
Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee. Our executive management team inform our audit committee on cybersecurity risks on a regular basis, at least once per year.
Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Audit Committee. Our executive management team informs our Audit Committee on cybersecurity risks on a regular basis, at least once per year.
ITEM 1C. CYBERSECURITY Risk management and strategy We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to protect our information systems and protect the confidentiality, integrity, and availability of our data. We have established policies and procedures to assess, identify, and manage material risk from cybersecurity threats.
ITEM 1C. CYBERSECURITY Risk management and strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Removed
We assess risks from cybersecurity threats against our information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic and ad-hoc assessments to identify cybersecurity threats.
Added
Managing Material Risks & Integrated Overall Risk Management We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level.
Removed
Following these risk assessments, we evaluate whether and how to re-design, implement, and maintain reasonable safeguards to mitigate identified risks and reasonably address any identified gaps in existing safeguards. Our IT specialist reports to our Chief Executive Officer (CEO) to manage the risk assessment and mitigation process.
Added
Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs. Oversee Third-Party Risk Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks.
Removed
We monitor and test our safeguards and train our employees on the implementation of such safeguards, in collaboration with human resources, IT, and management. We aim to promote a company-wide culture of cybersecurity risk management.
Added
We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the system and organization controls (SOC) reports of our providers and implementing complementary controls.
Added
We will continue to monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate. If we were to experience a material cybersecurity incident in the future, such an incident may have a material effect, including on our operations, business strategy, operating results, or financial condition.
Added
For more information regarding cybersecurity risks that we face and potential impacts on our business related thereto, see the section titled “ Risk Factors ” in Part I, Item 1A of this Annual Report on Form 10-K. Governance Our board of directors is responsible for monitoring and assessing strategic risk exposure.
Added
The Audit Committee is primarily responsible for assisting our board of directors in fulfilling its ultimate oversight responsibilities relating to risk assessment and management, including relating to cybersecurity and other information technology risks.
Added
The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including processes and policies for determining risk tolerance, and reviews management’s strategies for adequately mitigating and managing identified risks, including risks relating to cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 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.
Biggest changeITEM 2. PROPERTIES Our principal executive offices are located at B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. Kuala Lumpur, Malaysia. Location Owner Use 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 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.
Investment for rental income 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, C9, D8 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 income and capital gains We believe that the current facilities are adequate for our current needs.
Removed
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

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Biggest changeThe 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
Biggest changeThe matter is in the discovery phase, and the Company intends to continue vigorously defending this matter. The arbitration final hearing is scheduled to be held in Las Vegas, Nevada on January 12-16, 2026. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 60 PART II
The Complaint asserts causes of action for breach of contract, special damages and promissory estoppel, and seeks sixty-six million dollars ($66,000,000) in damages, specific performance by Company according to the terms of the Contract, and MFAI’s attorney’s fees and costs.
The Complaint asserts causes of action for breach of contract, special damages and promissory estoppel, and seeks sixty-six million dollars ($66,000,000) in damages, specific performance by the Company according to the terms of the Contract, and MFAI’s attorney’s fees and costs.
On 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.
On or about April 1, 2022, MFAI filed a Request for Arbitration with Judicial Arbitration and Mediation Services, Inc. (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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn 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”.
Biggest changeOn April 8, 2025, the closing price for our Common Stock as reported on the NASDAQ Capital Market was $0.89. As of April 9, 2025, we had 7,575,813 shares of our Common Stock issued and outstanding. There were approximately 190 record holders of our Common Stock. Such number does not include any shareholders holding shares in nominee or “street name”.
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.
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 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.
Equity Compensation Plan Information We have not adopted or approved an equity compensation plan. None of options, warrants or other convertible securities have been granted outside of an approved equity compensation plan.
Equity Compensation Plan Information We have not adopted or approved an equity compensation plan. None of the options, warrants or other convertible securities have been granted outside of an approved equity compensation plan.
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. During 2023 and 2022, the Company did not issue any shares of its Common Stock.
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. During 2024 and 2023, the Company did not issue any shares of its Common Stock.
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]
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. 61 ITEM 6. [Reserved]

Item 7. Management's Discussion & Analysis

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

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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.
Biggest changeThe net cash used in operating activities in 2024 primarily consisted of a net loss of $725,827, a gain on disposal of other investments of $324,917, a decrease in deferred revenue of $862,404, an increase in digital assets of $192,398 and offset by an increase in accounts payable and accrued liabilities of $250,412 and a decrease in prepaids and other current assets of $179,857, while the net cash used in operating activities in 2023 was mainly from a reversal of impairment of other investment of $6,882,000, a reversal of write-off notes receivable of $600,000 and a decrease in deferred revenue of $758,840 and offset by 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.
Our related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain number of shares or certain percentage of interest in those companies, or the Company can exercise significant influence over those companies’ financial and operating policy decisions.
Our related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain number of shares or a certain percentage of interest in those companies, or the Company can exercise significant influence over those companies’ financial and operating policy decisions.
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.
Some of the related parties are either controlled by or under the common control of Mr. Loke, Che Chan Gilbert or Mr. Lee, Chong Kuang, executive officers and directors of the Company.
If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.
If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying amount of the asset.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.
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.
Contractual Obligations As of December 31, 2024, 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.
In accordance with the provision of ASC 360, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level.
In accordance with the provisions of ASC 360, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level.
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.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements on December 31, 2024, 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, 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.
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, 2024, and 2023, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report.
(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.
(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-sized businesses located in Asia, with an initial focus on Hong Kong, China and Malaysia.
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.
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, 2024 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. 64 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, 2024.
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.
In 2023, other income mainly consisted of a reversal of impairment of the other investment of $6,882,000, a 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 the other receivable of $60,000.
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.
During 2023, related party service revenue principally includes the service revenue generated from Angkasa-X Holdings Corp. (“Angkasa-X”) of $354,116, catTHIS Holdings Corp. (“catTHIS”) of $326,195, Leader Capital Holdings Corp. of $258,250, Simson Wellness Tech.
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.
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 $1,360,454 and $1,594,718 for the years ended December 31, 2024, and 2023, respectively.
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.
Service Business Revenue Revenue from the provision of business services was $3,091,903 and $3,379,596 for the years ended December 31, 2024, and 2023, respectively. It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting, and financial analysis services.
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.
The Company incurred operating losses and had net cash used in operating activities during the past two years. Investing activities Net cash provided by investing activities was $601,277 for the year ended December 31, 2024, as compared to net cash used in investing activities of $94,640 for the year ended December 31, 2023.
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.
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, respectively. For the year ended December 31, 2024, digital revenue from related parties totaled $21,000.
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.
Our venture capital business focuses on companies located in Southeast 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. One of our Labuan subsidiaries, Green-X Corp.
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.
Recent accounting pronouncements Refer to Note 1 in the accompanying consolidated financial statements. 67 Liquidity and Capital Resources Our cash balance on December 31, 2024, was $1,124,818, as compared to $2,223,197 on December 31, 2023, a decrease of $1,098,379. We estimate the Company has sufficient cash available to meet its anticipated working capital for the next twelve months.
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.
Non-cash income, net was composed of non-cash income of reversal of investment impairment of $6,882,000, reversal of write-off notes receivable of $600,000 and other gains of $154 and offset by non-cash expenses of depreciation and amortization of $237,888, provision of credit losses of $584,919, impairment of other investments of $4,982,000, impairment of other receivable of $60,000 for the year ended December 31, 2023.
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.
They consist of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative expenses “G&A”. Loss from operations was $969,278 and $1,503,178 for the years ended December 31, 2024, and 2023, respectively.
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.
Cost of business services revenue The cost of revenue for the provision of business services was $355,120 and $534,965 for the years ended December 31, 2024, and 2023, 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.
As of December 31, 2024, the future minimum lease payments under this lease in the aggregate are approximately $15,745 and are due as follows: 2025: $4,609, 2026: $4,609 and 2027 and thereafter: $6,527. Related Party Transactions For the years ended December 31, 2024, and 2023, related party service revenue totaled $364,336 and $1,425,577, 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.
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 $4,465,683 and $4,980,842 for the years ended December 31, 2024, and 2023, 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. 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.
It primarily consists of employee compensation and related payroll benefits, company formation costs and other professional fees directly attributable to costs related to the services rendered. 63 Cost of digital revenue Cost of revenue for the provision of digital platform services and trading of digital assets was $48,495 and $0 for the years ended December 31, 2024, and 2023, respectively.
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.
On December 31, 2024, the future minimum rental payment under this lease in the aggregate is approximately $20,041 and is due as follows: 2025: $20,041.
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.
During the years ended December 31, 2024, and 2023, we principally operated in three regions: Hong Kong, China, and Malaysia. We derived revenues from the provision of business services, digital platform services and trading of digital assets, and leasing or trading of our commercial properties, respectively.
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.
The amount of $10,543 represents the share of net loss attributable to the NCI prior to the Acquisition. During 2024 and 2023, the 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.
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.
As of December 31, 2023, amounts due from related parties mainly include the amount due from GGCVSB 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. 66 Deferred costs of revenue to related party were $18,750 as of December 31, 2024, while deferred revenue from related party was $157,500 as of December 31, 2023, respectively.
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.
During 2024, related party other income includes other income generated from Acorn Finance Limited (“Acorn”) of $11,895, Greenpro Trust Limited (“GTL”) of $35,685, and SEATech Ventures Corp. (“SEATech”) of $55. During 2023, the related party other income includes other income generated from Acorn of $8,862, GTL of $5,747 and SEATech of $33,000.
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.
The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”), revenue from the rental of real estate properties and revenue from the sale of real estate properties.
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.
We expect our rental income will be stable. Sale of Properties There was no revenue generated from the sale of real estate properties for the year ended December 31, 2024, and 2023, respectively. As opportunities permit, management expects the Company will continuously purchase and sell commercial properties.
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.
A table further describing our revenues and the cost of revenues is set forth below: Year ended December 31, 2024 2023 REVENUES: Service revenue (including $364,336 and $1,425,577 of service revenue from related parties for the years ended December 31, 2024, and 2023, respectively) $ 3,091,903 $ 3,379,596 Digital revenue (including $21,000 of digital revenue from related parties for the year ended December 31, 2024) 327,802 - Rental revenue 76,700 98,068 Total revenues 3,496,405 3,477,664 COST OF REVENUES: Cost of service revenue (including $10,934 and $23,280 of cost of revenue to related parties for the years ended December 31, 2024, and 2023, respectively) (355,120 ) (534,965 ) Cost of digital revenue (48,495 ) - Cost of rental revenue (22,825 ) (36,613 ) Total cost of revenues (426,440 ) (571,578 ) GROSS PROFIT 3,069,965 2,906,086 OPERATING EXPENSES: General and administrative (including $149,817 and $122,880 of general and administrative expenses to related parties for the years ended December 31, 2024, and 2023, respectively) (4,039,243 ) (4,409,264 ) LOSS FROM OPERATIONS (969,278 ) (1,503,178 ) 62 Comparison of the years ended December 31, 2024, and 2023 Total Revenues Total revenue was $3,496,405 and $3,477,664 for the years ended December 31, 2024, and 2023, respectively.
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.
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.
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.
Net Loss Attributable to Noncontrolling Interests The Company recorded a net loss attributable to noncontrolling interest in the consolidated statements of operations for a non-controlling interest (the “NCI”) of a consolidated subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing of properties in Hong Kong.
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.
During 2023, impairment of related party investments includes impairment from investment of Millennium Fine Art Inc. of $4,000,000, Ata Plus Sdn. Bhd. (“APSB”) of $736,000 and First Bullion Holdings Inc. of $246,000, respectively. Loss on disposal of a related party investment, REBLOOD Biotech Corp. was $100 for the year ended December 31, 2024.
During 2023, net cash used in financing activities was mainly due to advances to related parties of $604,066, offset by collection of notes receivable of $600,000. In 2022, cash provided by financing activities was mainly from collection of notes receivable of $200,000.
During 2023, net cash used in financing activities was mainly due to the advances to related parties of $604,066, offset by the collection of notes receivable of $600,000. During 2024 and 2023, the Company did not issue any shares of its Common Stock, and as of December 31, 2024, there were 7,575,813 shares of Common Stock issued and outstanding. 68
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.
As of December 31, 2024, deferred costs of revenue to related party were $11,250 and 7,500 associated with Jimmy and FML, respectively. As of December 31, 2023, deferred revenue from related parties includes APSB of $15,800, REBLOOD of $60,000 and Celmonze of $81,700, respectively.
In 2022, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,505,316, directors’ salaries and compensation of $702,512, advertising and marketing of $333,872, consulting fee of $175,167, rent and rates of $112,904, and audit, legal, and other professional fees of $641,142.
In 2024, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,492,531, directors’ salaries and compensation of $720,658, advertising and marketing of $262,326, consulting fee of $141,512, provision for credit losses of $90,223, rent and rates of $114,208, and audit, legal, and other professional fees of $447,342.
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.
It was derived from the digital platform service of $195,881 and the trading of digital assets of $131,921, respectively, during 2024. Real Estate Business Rental Revenue Revenue from rentals was $76,700 and $98,068 for the years ended December 31, 2024, and 2023, respectively. It was derived principally from leasing properties in Hong Kong and Malaysia.
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.
(“BISB”) of $13,814 and Mr. Loke’s company, FCL of $40,293, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $80,714, a Malaysian company jointly owned by Mr. Lee and Mr. Loke. During 2023, related party G&A expenses include computer expenses paid to First Bullion Holdings Inc. (“FBHI”) of $21,780, consulting fees paid to Ms.
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.
It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid directly by individual tenants. A decrease in the cost of rental revenue was mainly due to 40% of FWIL’s real estate properties being distributed to its NCI in April 2024.
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.
During 2024, related party service revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”) of $149,459 and REBLOOD Biotech Corp. (“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related party service revenue and 7% of the service revenue for the year ended December 31, 2024, respectively.
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.
Net Income (Loss) Net loss was $725,827 for the year ended December 31, 2024, while net income was $1,049,699 for the year ended December 31, 2023. In 2023, net income was mainly derived from a reversal of impairment of other investment of $6,882,000 and a reversal of write-off notes receivable of $600,000, but no such reversals occurred during 2024.
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.
After the Acquisition, FWIL becomes the wholly owned subsidiary of the Company and no profit or loss attributable to the NCI thereafter. The Company recorded net losses attributable to noncontrolling interests of $10,543 and $23,886 for the years ended December 31, 2024, and 2023, 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.
Impairment of other receivables from a related party, Greenpro KSP Holding Group Company Limited was $60,000 for the year ended December 31, 2023. A reversal of impairment of related party investment, Innovest Energy Fund $6,882,000 for the year ended December 31, 2023. As of December 31, 2024, the net accounts receivable from a related party, was due from Mr.
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.
Loke of $41. Amounts due from related parties were $954,184 and $750,860 as of December 31, 2024, and 2023, respectively. Amounts due to related parties were $57,497 and $389,274 as of December 31, 2024, and 2023, 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.
We expect our G&A expenses will slightly increase as we are developing our digital platform businesses through our Labuan subsidiary, Green-X Corp. and digital banking businesses through Global Business Hub Limited, a newly acquired subsidiary in Labuan. Other Income or Expenses Net other income was $247,890 and $2,559,706 for the year ended December 31, 2024, and 2023, respectively.
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.
The decrease in loss from operations was mainly due to an increase in gross profit from our digital business of $279,307 and a decrease in G&A expenses of $370,021 for the year ended December 31, 2024.
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.
General and Administrative Expenses General and administrative (“G&A”) expenses were $4,039,243 and $4,409,264 for the years ended December 31, 2024, and 2023, respectively.
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.
During 2023, cash used in investing was composed of the purchase of equipment of $85,069. Financing activities Net cash used in financing activities was $208,768 and $5,968 for the year ended December 31, 2024, and 2023 respectively. During 2024, net cash used in financing activities was mainly due to the advances to related parties of $205,321.
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.
As a result, fewer property units were available for leasing and lower costs were incurred. Cost of real estate properties sold During the years ended December 31, 2024, and 2023, no real estate property was sold, and hence no cost was incurred.
Removed
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.
Added
(“Green-X”), was approved and compliant with all the requirements by Labuan Financial Services Authority (Lembaga Perkhidmatan Kewangan Labuan) in 2022 to establish a platform under Part IX of the Labuan Financial Services and Securities Act 2010 (LFSSA), pursuant to Section 134 of the LFSSA.
Removed
Attributable to Noncontrolling Interests The Company recorded net income (loss) attributable to noncontrolling interests in the consolidated statements of operations, for the noncontrolling interests of a consolidated subsidiary.
Added
Green-X is a platform operator licensed under the LFSSA whereby security token issuers (“Issuers”) offer their security tokens for subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X DAX”) platform. ISRA International Consulting Sdn. Bhd.
Removed
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.
Added
(“ISRA Consulting/Shariah Adviser of the platform”) is responsible for advising on and ensuring end-to-end Shariah compliance for the Green-X DAX platform’s operations. ISRA Consulting issued a Shariah pronouncement for the Green-X DAX platform (the “Pronouncement”) on June 22, 2023. The Pronouncement was valid for one (1) renewable year from the signing date it was born.
Removed
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.
Added
Following the expiration of the Pronouncement, ISRA Consulting conducted a Shariah review exercise in preparation for its renewal. The Shariah review followed a specific methodology and serves as the basis for the renewal decision.
Removed
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.
Added
Pursuant to the Shariah review, the Green-X DAX platform’s operations and related documents complied with the principles of Shariah, the Pronouncement was renewed on September 20, 2024. Results of Operations For information regarding our controls and procedures, see Part–II, Item 9A - Controls and Procedures, of this Annual Report.
Removed
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.
Added
An increase of revenue was mainly due to the revenue generated from our digital platform and trading of digital assets of $327,802 during the year ended December 31, 2024. We expect revenue from our new business segment to steadily improve as we are expanding into the digital business.
Removed
As of December 31, 2023, amounts due from related parties mainly include the amount due from Greenpro Global Capital Village Sdn.
Added
We expect revenue from our business services segment to recovery slightly as we are exploring new markets. Digital Revenue Revenue from digital platforms and trading digital assets was $327,802 and $0 for the years ended December 31, 2024, and 2023, respectively.
Removed
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.
Added
It primarily consists of the cost of technical advisory and IT support to blockchain-based services directly attributable to the cost of digital platforms and digital assets. Cost of rental revenue Cost of rental revenue was $22,825 and $36,613 for the years ended December 31, 2024, and 2023, respectively.
Removed
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.
Added
The decreased G&A expense of $370,021 was mainly derived from the decrease of provision for credit losses of $494,696 offset by the increase of employees’ salaries and allowances of $83,170 during the same period from 2023 to 2024.
Removed
Bhd. of $15,800, REBLOOD Biotech Corp. of $60,000, Angkasa-X Holdings Corp. of $116,400, Leader Capital Holdings Corp. of $100,000, catTHIS Holdings Corp. of $224,000, Simson Wellness Tech. Corp. of $193,200 and Hypercube Inc. of $140,000. As of December 31, 2023, and 2022, other investments in related parties were $100,106 and $5,406,106, respectively.
Added
In 2024, net other income mainly consisted of other income from gain on disposal of investments of $324,917, gain on disposal of real estate held for investment of $21,634 and interest income of $19,161, while other expenses mainly consisted of impairment of other investments of $87,425 and impairment of goodwill of $82,561.
Removed
As of December 31, 2023, related party investments mainly include New Business Media Sdn. Bhd. of $82,000 and Greenpro Trust Limited of $11,981. As of December 31, 2022, related party investments mainly include New Business Media Sdn. Bhd. of $82,000, Greenpro Trust Limited of $11,981, Millennium Fine Art Inc. of $4,000,000, Ata Plus Sdn.
Added
The Company has been a 60% shareholder of FWIL since inception. On April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the NCI by distribution of 40% of FWIL’s real estate properties for consideration of its acquisition and settlement of loan from the NCI (the “Acquisition”).
Removed
Bhd. of $736,000, Innovest Energy Fund of $324,000 and First Bullion Holdings Inc. of $246,000.
Added
During 2024, related party digital revenue principally includes revenue generated from our Chief Executive Officer, Lee, Chong Kuang (“Mr. Lee”), of $20,000, representing approximately 95% of revenue from the related party digital revenue for the year ended December 31, 2024.
Removed
During 2023, cash used in investing activities was mainly due to purchase of property and equipment of $85,069, while in 2022, cash provided by investing activities was mainly from proceeds of the sale of real estate properties of $840,036.
Added
For the years ended December 31, 2024, and 2023, cost of service revenue to related parties was $10,934 and $23,280, respectively. During 2024, related party cost of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,054, Falcon Consulting Limited (“FCL”) of $2,130 and Loke Yu (“Jimmy”) of $3,750, respectively.
Removed
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
Added
FML is wholly owned by our Chief Financial Officer, Loke, Che Chan Gilbert (“Mr. Loke”), FCL is wholly owned by Mr. Loke’s spouse and Jimmy is Mr. Loke’s brother. During 2023, related party cost of service revenue includes cost of revenue paid to SEATech Ventures Corp. (“SEATech”) of $23,280.

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