What changed in this filing

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Item 9A. Controls and Procedures

2022-03-29 compared with 2021-03-29 · 2130 added, 1918 removed, 533 unchanged (88% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management,

including our principal officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive

Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December

31, 2020 and have concluded that our disclosure controls and procedures were effective as of December 31, 2020.

Management’s

have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules

and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal

officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer

have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021 and have concluded that our disclosure

controls and procedures were effective as of December 31, 2021.

Annual Report on Internal Control over Financial Reporting

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Act Rule 13a-15.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act

as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation

and fair presentation of published financial statements.

Management conducted assessments of the Company’s internal control

over financial reporting as of December 31, 2020 based on the framework and criteria established by the Committee of Sponsoring

Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management

concluded that, as of December 31, 2020, the Company’s internal controls over financial reporting were effective.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process

designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair

presentation of published financial statements.

Management conducted assessments of the Company’s internal control over financial

reporting as of December 31, 2021 based on the framework and criteria established by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of

December 31, 2021, the Company’s internal controls over financial reporting were effective.

in Internal Control over Financial Reporting

There were no other changes in our

internal control over financial reporting during the quarter ended December 31, 2020, that have materially affected, or

is reasonably likely to materially affect, our internal control over financial reporting.

were no other changes in our internal control over financial reporting during the quarter ended December 31, 2021, that have materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures

and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives.

our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will

prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the

fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented

by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls

may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not

management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and

internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives.

However, our management

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors

and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because

of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two

or more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance

with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due

to error or fraud may occur and not be detected.

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

have not been identified by the Securities and Exchange Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002

7214(i)(2)(A)) as having retained, for the preparation of the audit report on our financial statements included in the Form

10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company

Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority

in the foreign jurisdiction.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Chong Kuang , age 48, has served as our Chief Executive Officer, President and Director since July 19, 2013.

period of July 19, 2013 to June 5, 2019, he served as Chairman of the Board.

During the period

of July 19, 2013 to June 5, 2019, he served as Chairman of the Board.

From 2003 until January 2015, Mr.

Lee served as a

director of Asia UBS Global Ltd, a Hong Kong company, which he founded in 2003.

He served as director, Chief Financial Officer

and Treasurer of Odenza Corp.

Lee served as a director of Asia

UBS Global Ltd, a Hong Kong company, which he founded in 2003.

He served as director, Chief Financial Officer and Treasurer of Odenza

from February 4, 2013 to April 29, 2016.

He also served as the Chief Financial Officer and director

of Moxian Corporation from October 2012 until December 2014.

He also served as the Chief Financial Officer and director of Moxian Corporation from

October 2012 until December 2014.

Lee served as director of Greenpro Talents Ltd.

from November

16, 2015 to June 6, 2017.

Lee served as director of GC Investment Management Limited, which is the investment manager of Greenpro

Asia Strategic SPC, since April 6, 2016.

from November 16, 2015 to June 6, 2017.

served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6,

From 1997 to 2000, Mr.

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Ho & Co, Chartered Accountants.

his professional career with Siva Tan & Co., a Chartered Accountant firm in Malaysia in 1995 where he remained until 1997.

As a qualified member of the ACCA and Malaysia Institute of Accountants, Mr.

Lee earned his professional qualification from the

Hong Kong Institute of Certified Public Accountants and extended his professional services covering accounting, tax, corporate

structuring planning with special focus in cross-border client nature, in addition to his accounting software businesses.

Lee established the Cross-Border Business Association (CBBA) –

a NGO (Non-Government Organization) established under Hong

Kong Society Act - to provide information and professional advice in Cross Border Business for its investment members.

Cross-Border Investment especially in the mining resources companies which are growing fast since 2011, Mr.

Lee continues to support

its clients by using cloud platform to strengthen its clientele through the use of technology advancement and models such as SaaS,

PaaS, etc., for accounting and management solution purposes.

Lee brings to the board of directors his business leadership,

corporate strategy and accounting and financial expertise.

He began his professional career with Siva Tan &

Co., a Chartered Accountant firm in Malaysia in 1995 where he remained until 1997.

As a qualified member of the ACCA and Malaysia Institute

of Accountants, Mr.

Lee earned his professional qualification from the Hong Kong Institute of Certified Public Accountants and extended

his professional services covering accounting, tax, corporate structuring planning with special focus in cross-border client nature,

in addition to his accounting software businesses.

Lee established the Cross-Border Business Association (CBBA) – a NGO (Non-Government

Organization) established under Hong Kong Society Act - to provide information and professional advice in Cross Border Business for its

investment members.

For the Cross-Border Investment especially in the mining resources companies which are growing fast since 2011, Mr.

Lee continues to support its clients by using cloud platform to strengthen its clientele through the use of technology advancement and

models such as SaaS, PaaS, etc., for accounting and management solution purposes.

Lee brings to the board of directors his business

leadership, corporate strategy and accounting and financial expertise.

Che Chan Gilbert , age 67, has served as our Chief Financial Officer, Treasurer and Director since inception on July 19, 2013.

Effective from June 6, 2019, he serves as Chairman of the Board.

Loke has extensive knowledge in accounting and has

been an accountant for more than 35 years.

He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants,

one of the large accounting firms based in London, England between 1981 and 1988.

His extensive experience in auditing, accounting,

taxation, SOX compliance and corporate listing has prompted him to specialize in corporate advisory, risk management and internal

controls serving those small medium-sized enterprises.

Loke has extensive knowledge in accounting and has been an accountant

for more than 35 years.

He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants, one of the large

accounting firms based in London, England between 1981 and 1988.

His extensive experience in auditing, accounting, taxation, SOX compliance

and corporate listing has prompted him to specialize in corporate advisory, risk management and internal controls serving those small

medium-sized enterprises.

From September 1999 until June 2013, Mr.

Loke served as an adjunct lecturer

in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the

University of Hong Kong and provides professional and continuing education.

Loke worked as an independent, non-executive director

of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008 and as Chief

Financial Officer for Asia Properties Inc.

from May 31, 2011 to March 28, 2012 and Sino Bioenergy Inc., with both companies listed

on the OTC Markets in the US, from 2011 to 2012.

Loke has served as the Chief Executive Officer and a director of Greenpro

Resources Corporation since October 16, 2012.

He has also served the Chief Executive Officer and a director of Moxian Corporation

from October 2012 until December 2014.

Loke served as an independent director of Odenza Corp.

Loke served as an adjunct lecturer in ACCA P3 Business Analysis at

HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University of Hong Kong and provides professional

and continuing education.

Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed

on the Hong Kong Stock Exchange from January 2008 to July 2008 and as Chief Financial Officer for Asia Properties Inc.

from May 31, 2011

to March 28, 2012 and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the US, from 2011 to 2012.

Loke has served

as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012.

He has also served the Chief

Executive Officer and a director of Moxian Corporation from October 2012 until December 2014.

Loke served as an independent director

of Odenza Corp.

from February 2013 to May 2015.

He has also served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc.

from September 4,

2014 to September 28, 2016.

He has also served as the Chief Financial Officer, Secretary, Treasurer, and a director

of CGN Nanotech, Inc.

from September 4, 2014 to September 28, 2016.

Loke served as director of Greenpro Talents Ltd.

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Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016.

Loke earned his degree

of MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and

He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as Certified

Financial Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong.

to the board of directors accounting and financial expertise and business leadership.

Loke earned his degree of

MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA.

He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as Certified Financial

Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong.

Loke brings to the board of

directors accounting and financial expertise and business leadership.

Chuchottaworn,

Srirat, age 53, joined us as an Independent Director on October 18, 2015.

Chuchottaworn has more than 20 years in

the IT and consulting business.

In 1997, she became an SAP consultant for finance and controlling (FI/CO) and held a certificate

In 2004, she found I AM Group and has been the group director since then.

She is an experienced project manager and

holds multiple SAP certifications.

She earned a Bachelor’s in Engineering Degree from the King Monkut’s Institute

of Technology Ladkrabang and Master of Science in Information Technology from the Chulalongkorn University.

Chuchottaworn

brings to the board of directors business leadership and experience and familiarity with conducting business in Thailand.

Chuchottaworn has more than 20 years in the IT

and consulting business.

In 1997, she became an SAP consultant for finance and controlling (FI/CO) and held a certificate of FI/CO.

2004, she found I AM Group and has been the group director since then.

She is an experienced project manager and holds multiple SAP certifications.

She earned a Bachelor’s in Engineering Degree from the King Monkut’s Institute of Technology Ladkrabang and Master of Science

in Information Technology from the Chulalongkorn University.

Chuchottaworn brings to the board of directors business leadership and

experience and familiarity with conducting business in Thailand.

Ramesh Ruben, age 44, joined us as an Independent Director of the Company on May 8, 2019.

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member of the Institute of Internal Auditors, as well as a Certified Financial Planner.

Louis has over 20 years of experience

in accounting, auditing and risk management ranging from large public listed companies to multinational corporations, government

agencies as well as SME’s in a spectrum of industries including plantation, property development, manufacturing, trading,

IT, shipping, retailing, etc.

He started his career at Arthur Andersen from December 1996 to 1997, and subsequently moved to BDO

from April 2000 to 2004 and from 2005 to 2006, respectively.

He also has experience in corporate finance with Southern Investment

Bank Berhad for a year from 2004 to 2005.

Louis has hands-on experience on other corporate exercises such as due diligence,

IPO’s, issuance of bonds, corporate and debt restructuring and investigative audit.

His training and advisory experience

includes topics on Internal and Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk

Management and Internal Controls, Review and Assurance Engagements such as Financial Due Diligence, Forecasts and

Projections, Forensic and Fraud Accounting/Auditing, as well as practical application of International Financial Reporting

Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS).

He has facilitated

training and provided advisory for public accountants across Asia Pacific, multinationals and public sector institutions.

Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia.

to the board of directors extensive experience in mergers and acquisitions, risk management, strategic planning, and financial

oversight and reporting.

Louis has over 20 years of experience in

accounting, auditing and risk management ranging from large public listed companies to multinational corporations, government agencies

as well as SME’s in a spectrum of industries including plantation, property development, manufacturing, trading, IT, shipping,

retailing, etc.

He started his career at Arthur Andersen from December 1996 to 1997, and subsequently moved to BDO from April 2000 to

2004 and from 2005 to 2006, respectively.

He also has experience in corporate finance with Southern Investment Bank Berhad for a year

from 2004 to 2005.

Louis has hands-on experience on other corporate exercises such as due diligence, IPO’s, issuance of bonds,

corporate and debt restructuring and investigative audit.

His training and advisory experience includes topics on Internal and Statutory

Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management and Internal Controls, Review and Assurance

Engagements such as Financial Due Diligence, Forecasts and Projections, Forensic and Fraud Accounting/Auditing, as well as practical

application of International Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS) and public

sector accounting (MPSAS).

He has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals

and public sector institutions.

Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources

Louis brings to the board of directors extensive experience in mergers and acquisitions, risk management, strategic planning,

and financial oversight and reporting.

Brent Lewis , age 67, joined us as an Independent Director of the Company on October 1, 2019.

Glendening, a U.S.

is a global technology executive with over 25 years of experience in international management and strategic IT leadership driving

business results and strategic programs.

Since September 2018, he has served as the managing director of Brent Glendening &

Associates LLC, a company that provides senior IT leadership development and support services in strategic planning, strategic

supplier negotiations and business analytics / artificial intelligence (AI) development.

From March 2017 to August 2018, he served

as vice president of supply chain solutions of Halo BI LLC, a company that provides business analytics solutions with an emphasis

in supply planning and utilizing AI to improve supply chain planning.

is a global technology executive with over 25 years of experience in international management and strategic IT leadership driving business

results and strategic programs.

Since September 2018, he has served as the managing director of Brent Glendening & Associates LLC,

a company that provides senior IT leadership development and support services in strategic planning, strategic supplier negotiations

and business analytics / artificial intelligence (AI) development.

From March 2017 to August 2018, he served as vice president of supply

chain solutions of Halo BI LLC, a company that provides business analytics solutions with an emphasis in supply planning and utilizing

AI to improve supply chain planning.

In this role, Mr.

Glendening was the chief architect for

all business analytics solutions development.

From April 2010 to February 2017, he served as vice president of information technology

of The Carlstar Group LLC, a worldwide leader of specialty tires and wheels for the off-road enthusiast market.

has expertise in global business harmonization, consolidation and restructuring.

During his career, in addition to the positions

disclosed above, Mr.

Glendening has held senior technology management positions in various other notable companies, such as director

of management information services of ADT Security Systems, Inc., executive vice president and chief information officer of Schindler

Holding AG, Switzerland (SCHN:

SWX), president of Schindler Informatik AG and vice president and international chief information

officer of Whirlpool Corporation (NYSE:

Glendening was awarded the Top 10 Chief Information Officer by Computerworld

in Switzerland 2005.

Glendening brings to the board of directors significant senior executive leadership experience, as well

as relevant experience in information technology, AI and business process improvement.

Glendening was the chief architect for all business analytics solutions development.

From April 2010 to February 2017, he served as vice president of information technology of The Carlstar Group LLC, a worldwide leader

of specialty tires and wheels for the off-road enthusiast market.

Glendening has expertise in global business harmonization, consolidation

and restructuring.

During his career, in addition to the positions disclosed above, Mr.

Glendening has held senior technology management

positions in various other notable companies, such as director of management information services of ADT Security Systems, Inc., executive

vice president and chief information officer of Schindler Holding AG, Switzerland (SCHN:

SWX), president of Schindler Informatik AG and

vice president and international chief information officer of Whirlpool Corporation (NYSE:

Glendening was awarded the Top 10

Chief Information Officer by Computerworld in Switzerland 2005.

Glendening brings to the board of directors significant senior executive

leadership experience, as well as relevant experience in information technology, AI and business process improvement.

Christophe Philippe Roland , age 44, joined us as an Independent Director of the Company on October 16, 2019.

Bringuier, a French citizen, is currently living and working in Hong Kong.

He has over 15 years of international exposure in

France, India, PRC and Hong Kong.

Bringuier has held various managerial positions in different industries such as

banking, energy, direct marketing, watchmaking and financial services since 2001.

Since 2018, he has served as the business

transformation specialist and from April 2020, he has been promoted as the director of operations, Asia of Equiom

Group (HK) Limited, a company that provides end-to-end wealth protection and business support services to private clients,

corporate clients and funds.

Bringuier established his own consulting company in 2016, Itaque Consulting in Hong

Kong, providing consulting services for business transformation, leadership and communication skill training and coaching

courses for senior executives in various industries.

From 2011 to 2016, he served as senior operations manager of Intertrust

Group (HK) Limited, a company that delivers high-quality, tailored corporate, fund, capital market and private wealth

services to its clients.

In this role, Mr.

Bringuier was in charge of internal audit, risk management and operational

transformation processes.

From 2007 to 2011, he served as project and marketing manager of Montrichard Watch Company Limited

in Shenzhen, PRC, a watchmaking company with production plants in PRC and Switzerland, and offices in Europe, Asia and USA.

Bringuier has expertise in process improvement, stakeholder management and project management in a complex, multicultural

or cross-functional environment.

Bringuier brings to the board of directors extensive knowledge and experience in talent

development, executive coaching, business transformation and international operations.

French citizen, is currently living and working in Hong Kong.

He has over 15 years of international exposure in France, India, PRC and

Bringuier has held various managerial positions in different industries such as banking, energy, direct marketing, watchmaking

and financial services since 2001.

From 2011 to 2016, he served as senior operations manager, and from September 2021, he has rejoined

and served as the operations director in Asia-Pacific of Intertrust Group (HK) Limited, a company that delivers high-quality, tailored

corporate, fund, capital market and private wealth services to its clients.

From October 2018 to September 2021, he served as the business

transformation specialist and from April 2020, he was promoted as the director of operations of Asia of Equiom Group (HK) Limited, a

company that provides end-to-end wealth protection and business support services to private clients, corporate clients and funds.

Bringuier established his own consulting company in 2016, Itaque Consulting in Hong Kong, providing consulting services for business

transformation, leadership and communication skill training and coaching courses for senior executives in various industries.

to 2011, he served as project and marketing manager of Montrichard Watch Company Limited in Shenzhen, PRC, a watchmaking company with

production plants in PRC and Switzerland, and offices in Europe, Asia and USA.

Bringuier has expertise in process improvement, stakeholder

management and project management in a complex, multicultural or cross-functional environment.

Bringuier brings to the board of directors

extensive knowledge and experience in talent development, executive coaching, business transformation and international operations.

Relationships

1 unchanged sentence

in Certain Legal Proceedings

executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest

adverse to us or any of our subsidiaries.

No executive officer or director has been involved in the last ten years in any of the

bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner

or executive officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse

to us or any of our subsidiaries.

No executive officer or director has been involved in the last ten years in any of the following:

bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or

executive officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

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or banking activities;

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed,

suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation,

or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary

or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist

order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection

with any business entity;

the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended

or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation

respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order

of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,

or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity;

the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons

associated with a member.

directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.

Directors are elected at the annual meetings to serve for one-year terms.

Officers are elected by, and serve at the discretion

of, the board of directors.

Officers are elected by, and serve at the discretion of, the

board of directors.

Our board of directors shall hold meetings on at least a quarterly basis.

a Nasdaq listed company, we comply with the NASDAQ Listing Rules with respect to certain corporate governance matters.

reporting company, under the NASDAQ rules we are required to maintain a board of directors comprised of majority of independent

directors, and an audit committee of at least three members, comprised solely of independent directors who also meet the requirements

of Rule 10A-3 under the Securities Exchange Act of 1934.

As a smaller reporting

company, under the NASDAQ rules we are required to maintain a board of directors comprised of majority of independent directors, and

an audit committee of at least three members, comprised solely of independent directors who also meet the requirements of Rule 10A-3

under the Securities Exchange Act of 1934.

board of directors has reviewed the independence of our directors, applying the NASDAQ independence standards.

Based on this review,

the board of directors determined that each of Chuchottaworn Srirat, Louis Ramesh Ruben, Glendening Brent Lewis, and Bringuier

Christophe Philippe Roland are independent within the meaning of the NASDAQ rules.

In making this determination, our board of

directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances

our board of directors deemed relevant in determining their independence.

As required under applicable NASDAQ rules that our independent

directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in

executive session without the presence of non-independent directors and management.

the board of directors determined that each of Chuchottaworn Srirat, Louis Ramesh Ruben, Glendening Brent Lewis, and Bringuier Christophe

Philippe Roland are independent within the meaning of the NASDAQ rules.

In making this determination, our board of directors considered

the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors

deemed relevant in determining their independence.

As required under applicable NASDAQ rules that our independent directors will meet

on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without

the presence of non-independent directors and management.

board of directors has established standing committees in connection with the discharge of its responsibilities.

These committees

include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Our board of directors

has adopted written charters for each of these committees.

These committees include

an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Our board of directors has adopted

written charters for each of these committees.

Copies of the charters are available on our website.

Our board of directors

may establish other committees as it deems necessary or appropriate from time to time.

Our board of directors may establish

other committees as it deems necessary or appropriate from time to time.

Leadership Structure and Role in Risk Oversight

Loke Che Chan Gilbert holds the positions of chief financial officer and chairman of the board of the Company.

The board believes

Loke’s services as both chief financial officer and chairman of the board is in the best interest of the Company

and its shareholders.

Loke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the

Company in its business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are

focused on the most critical matters relating to the business of the Company.

His combined role enables decisive leadership, ensures

clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently

to the Company’s shareholders, employees and customers.

The board believes that

Loke’s services as both chief financial officer and chairman of the board is in the best interest of the Company and its shareholders.

Loke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and

is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters

relating to the business of the Company.

His combined role enables decisive leadership, ensures clear accountability, and enhances the

Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees

and customers.

board has not designated a lead director.

Given the limited number of directors comprising the board, the independent directors

call and plan their executive sessions collaboratively and, between meetings of the board, communicate with management

and one another directly.

Under these circumstances, the directors believe designating a lead director to take on responsibility

for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities

as directors.

Given the limited number of directors comprising the board, the independent directors call

and plan their executive sessions collaboratively and, between meetings of the board, communicate with management and one another directly.

Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all

currently participate might detract from rather than enhance performance of their responsibilities as directors.

is responsible for assessing and managing risk, subject to oversight by the board of directors.

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policies and risk appetite, including operational risks and risks relating to our business strategy and transactions.

committees of the board assist the board in this oversight responsibility in their respective areas of expertise.

Various committees

of the board assist the board in this oversight responsibility in their respective areas of expertise.

Audit Committee assists the board with the oversight of our financial reporting, independent auditors and internal controls.

It is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks and implementing

anti-fraud measures.

The audit committee further discusses Greenpro’s policies with respect to risk assessment, risk

management and financial reporting.

charged with identifying any flaws in business management and recommending remedies, detecting fraud risks and implementing anti-fraud

The audit committee further discusses Greenpro’s policies with respect to risk assessment, risk management and financial

Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks.

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Audit Committee was established on March 23, 2016 and is currently comprised of all our independent directors:

Ruben (Chairman), Ms.

Louis Ramesh Ruben

(Chairman), Ms.

Chuchottaworn Srirat, Mr.

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Bringuier Christophe Philippe Roland.

is Chair of the Audit Committee and he qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation

S-K promulgated under the Securities Act.

to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has

been determined by the Board to meet the independence requirements of NASDAQ, and also Rule 10A-3(b)(1) of the SEC, subject to

the exemptions provided in Rule 10A-3(c).

The Company’s website contains a copy of the Audit Committee Charter.

Committee Charter describes the primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

audits of the Company’s financial statements;

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures

and the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s

independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of

any report containing such financial statements.

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last

separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for

the internal audit function) and with the Company’s independent registered public accounting firm;

directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered

public accounting firm engaged to prepare or issue an audit report for the Company;

or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent

registered public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s

independent registered public accounting firm, internal auditors or management.

Louis is Chair of

the Audit Committee, and he qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated

under the Securities Act.

to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined

by the Board to meet the independence requirements of NASDAQ, and Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in

Rule 10A-3(c).

The Company’s website contains a copy of the Audit Committee Charter.

The Audit Committee Charter describes the

primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

audits of the Company’s financial statements;

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and

the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s independent

registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing

such financial statements.

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal

separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal

audit function) and with the Company’s independent registered public accounting firm;

directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public

accounting firm engaged to prepare or issue an audit report for the Company;

or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered

public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent

registered public accounting firm, internal auditors or management.

Compensation Committee will be responsible for, among other matters:

and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers

and directors reviewing key employee compensation goals, policies, plans and programs;

and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and

directors reviewing key employee compensation goals, policies, plans and programs;

administering

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Louis Ramesh Ruben, Mr.

Glendening Brent

Lewis and Mr.

Glendening Brent Lewis

Bringuier Christophe Philippe Roland.

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and recommending to the board corporate governance principles and practices;

and monitoring the Company’s Code of Business Conduct and Ethics;

the evaluation of the Company’s management.

and monitoring the Company’s Code of Business Conduct and Ethics;

the evaluation of the Company’s management.

Corporate Governance and Nominating Committee was established on March 17, 2017 and currently consists of Mr.

Glendening Brent

Lewis and Mr.

Glendening Brent Lewis

Louis Ramesh Ruben.

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Qualifications

board of directors is responsible for overseeing the Company’s business consistent with their fiduciary duty

to the stockholders.

This significant responsibility requires highly skilled individuals with various qualities, attributes and

professional experience.

There are general requirements for service on the board that are applicable to directors and there

are other skills and experience that should be represented on the board as a whole, but not necessarily by each director.

The board considers the qualifications of director candidates individually and in the broader context of the board’s

overall composition and the Company’s current and future needs.

its assessment of each potential candidate, including those recommended by the stockholders, the board will consider the

nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related

industries and such other factors it determines are pertinent in the light of the current needs of the board.

also takes the ability of each potential candidate into account, such as to evaluate the time and effort necessary to fulfill

his or her responsibilities to the Company, business experiences and specialized skills of each candidate.

Diversity of background

including diversity of race, ethnicity, international background, gender and age, may be considered by the Nominating and Corporate

Governance Committee when evaluating candidates for Board membership.

board of directors is responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders.

This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience.

are general requirements for service on the board that are applicable to directors and there are other skills and experience that should

be represented on the board as a whole, but not necessarily by each director.

The board considers the qualifications of director candidates

individually and in the broader context of the board’s overall composition and the Company’s current and future needs.

its assessment of each potential candidate, including those recommended by the stockholders, the board will consider the nominee’s

judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other

factors it determines are pertinent in the light of the current needs of the board.

The board also takes the ability of each potential

candidate into account, such as to evaluate the time and effort necessary to fulfill his or her responsibilities to the Company, business

experiences and specialized skills of each candidate.

Diversity of background including diversity of race, ethnicity, international background,

gender and age, may be considered by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership.

of Business Conduct and Ethics

board of directors has adopted a code of ethics that applies to all our directors, officers and employees, including our principal

executive officer, principal financial officer and principal accounting officer.

The code addresses, among other things, honesty

and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements

under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.

code of ethics is available on the Company’s website at www.greenprocapital.com.

board of directors has adopted a code of ethics that applies to all our directors, officers and employees, including our principal executive

officer, principal financial officer and principal accounting officer.

The code addresses, among other things, honesty and ethical conduct,

conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, confidentiality, trading on inside information, and reporting of violations of the code.

The code of ethics is available on the

Company’s website at www.greenprocapital.com.

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common

Stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission

and to provide us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written

representations by our officers and directors regarding their compliance with applicable reporting requirements under Section

16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10%

stockholders, except one director who was late, were met during the year ended December 31, 2020.

16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock,

to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide

us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written representations by

our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act,

we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders, except one officer

who was late, were met during the year ended December 31, 2021.

EXECUTIVE COMPENSATION

forth below is information regarding the compensation paid during the year ended December 31, 2021 and 2020 to our principal executive

officer and principal financial officer, who are collectively referred to as “named executive officers”

in this Annual Report.

and Principal Position

officer and principal financial officer, who are collectively referred to as “named executive officers” elsewhere in this

Annual Report.

Principal Position

Compensation ($)

Executive Officer and President

Che Chan Gilbert

Financial Officer, Treasurer and Secretary

of Loke Che Chan Gilbert, our Chief Financial Officer, Secretary, and director, and Mr.

Lee Chong Kuang, our Chief Executive Officer,

signed new employment agreements on July 28, 2020.

The new employment agreements came into effect on September 1, 2020

and will expire on August 31, 2023.

The terms of the agreements are the same as that of the existing employment agreements.

Lee Chong Kuang

Chief Executive Officer and President

Loke Che Chan Gilbert

Chief Financial Officer, Treasurer and Secretary

Loke Che Chan Gilbert,

our Chief Financial Officer, Secretary and director, and Mr.

Lee Chong Kuang, our Chief Executive Officer and director, signed an

employment agreement on July 28, 2020.

The new employment agreement came into effect on September 1, 2020 and would expire

on August 31, 2023.

The terms of the agreement were the same as that of the previous employment agreements.

the terms of the agreements, each of Messrs.

Loke and Lee are entitled to receive a monthly salary of $13,000 and a monthly housing

allowance of $2,000, plus one month’s additional salary and housing allowance by the end of each year.

All of these are

Loke and Lee was entitled to receive a monthly salary of $13,000 and a monthly

housing allowance of $2,000, plus one month’s additional salary and housing allowance by the end of each year.

All of these were

payable in the equivalent amount of Hong Kong Dollars.

Any variances are mainly due to fluctuation of currency exchange.

Loke and Lee are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with

their services on our behalf.

The employment agreements also contain normal and customary terms relating to confidentiality, indemnification,

non-solicitation and ownership of intellectual property.

Any variances were mainly due to fluctuation of currency exchange.

January 28, 2021, each of Messrs.

Loke and Lee signed a revised employment agreement.

The terms of the revised employment agreements,

except the monthly salary was increased to $23,000 effective January 1, 2021, are the same as that of the 2020 employment

Loke and Lee are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services

on our behalf.

The employment agreements also contain normal and customary terms relating to confidentiality, indemnification, non-solicitation

and ownership of intellectual property.

Equity Awards at Fiscal Year-End

our fiscal year ended December 31, 2019, we provided monthly compensation to our independent directors, including Mr.

Keong for $500 (up to May 8, 2019), Mr.

Shum Albert for $500 (up to September 30, 2019), Ms.

Chuchottaworn Srirat for $500, Mr.

Louis Ramesh Ruben for $1,200 (started from May 8, 2019), Mr.

Glendening Brent Lewis for $750 (started from October 1, 2019) and

Bringuier Christophe Philippe Roland for $500 (started from October 16, 2019).

During 2020, we provided monthly compensation

to our independent directors, including Ms.

Chuchottaworn Srirat for $500, Mr.

Louis Ramesh Ruben for $1,200, Mr.

Glendening Brent

Lewis for $750 and Mr.

Bringuier Christophe Philippe Roland for $500.

All the independent directors are also the members of audit

currently have no plan for compensating our executive directors for their services in their capacity as directors, although we

may elect to issue stock options or provide cash compensation to such persons from time to time in the future.

However, we are

compensating the independent directors who serve on the board.

These independent directors are entitled to the reimbursement for

reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.

Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than

services ordinarily required of a director.

the fiscal year ended December 31, 2021, we provided monthly compensation to our independent directors, including Ms.

Chuchottaworn Srirat

of $1,000, Mr.

Louis Ramesh Ruben of $1,700, Mr.

Glendening Brent Lewis of $1,250 and Mr.

Bringuier Christophe Philippe

Roland of $1,000.

fiscal 2020, we provided monthly compensation to our independent directors, including Ms.

Chuchottaworn Srirat of $500,

Louis Ramesh Ruben of $1,200, Mr.

Glendening Brent Lewis of $750 and Mr.

Bringuier Christophe Philippe Roland of

the independent directors are also the members of Audit Committee.

currently have no plan for compensating our executive directors for their services in their capacity as directors, although we may elect

to issue stock options or provide cash compensation to such persons from time to time in the future.

However, we are compensating the

independent directors who serve on the board.

These independent directors are entitled to the reimbursement for reasonable travel and

other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.

Our board of directors may

award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of

Committee Interlocks and Insider Participation

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

the information under this item.

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth, as of March 29, 2021, certain information concerning the beneficial ownership of our Common

Stock by (i) each stockholder known by us to own beneficially five percent or more of our outstanding Common Stock

or series of Common Stock;

(ii) each director;

following table sets forth, as of March 29, 2022, certain information concerning the beneficial ownership of our Common Stock by (i)

each stockholder known by us to own beneficially five percent or more of our outstanding Common Stock or series of Common Stock;

each director;

(iii) each named executive officer;

and (iv) all our executive officers

and directors as a group, and their percentage ownership and voting power.

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the

rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

rules, a person is deemed to be a “beneficial owner”

of a security if that person has or shares the power to vote

or direct the voting of the security or the power to dispose or direct the disposition of the security.

A person is deemed to

own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within

sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right.

More than one

(1) person may be deemed to be a beneficial owner of the same securities.

The percentage of beneficial ownership by any person

as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number

of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the

number of shares outstanding as of such date.

Consequently, the denominator used for calculating such percentage may be different

for each beneficial owner.

Except as otherwise indicated below and under applicable community property laws, we believe that the

beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown.

Name of Beneficial Owner (1)

and (iv) all our executive officers and directors as a group, and their percentage

ownership and voting power.

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of

the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a person

is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of

the security or the power to dispose or direct the disposition of the security.

A person is deemed to own beneficially any security as

to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion

or exercise of any convertible security, warrant, option, or other right.

More than one (1) person may be deemed to be a beneficial owner

of the same securities.

The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number

of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting

or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date.

Consequently, the denominator

used for calculating such percentage may be different for each beneficial owner.

Except as otherwise indicated below and under applicable

community property laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power

with respect to the shares shown.

of Beneficial Owner (1)

Officers and Directors

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Loke Che Chan Gilbert

Chief Financial Officer and Director

Chief Financial

Officer and Director

G-Invest Corporation

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Bringuier Christophe Philippe Roland

Independent Director

Yap Pei Ling (3)(4)

Chen Yanhong (5)

All officers and directors as a group (8 persons named above)

as otherwise set forth below, the address of each beneficial owner is B-7-5, Northpoint

Office, Mid Valley City, No.

1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia

on 62,107,154 shares of Common Stock outstanding as of March 29, 2021, together with securities exercisable

or convertible into shares of Common Stock within 60 days of March 29, 2021.

Beneficial ownership is determined

in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with

respect to securities.

Shares of Common Stock that a person has the right to acquire beneficial ownership of upon the

exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible

or that will become exercisable or convertible within 60 days of March 29, 2021, are deemed to be beneficially owned

by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage

of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any

other person.

Pei Ling (3)(4)

All officers and directors as a group (8 persons

as otherwise set forth below, the address of each beneficial owner is B-7-5, Northpoint, Mid Valley City, No.

1 Medan Syed Putra

Utara, 59200 Kuala Lumpur, Malaysia

on 78,671,688 shares of Common Stock outstanding as of March 29, 2022, together with securities exercisable or convertible into shares

of Common Stock within 60 days of March 29, 2022.

Beneficial ownership is determined in accordance with the rules of the Securities

and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of Common Stock that

a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants

or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of

March 29, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number

of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing

the percentage ownership of any other person.

shares of Common Stock are held by Mr.

Lee Chong Kuang and 1,659,150 shares of Common Stock are held by his

Yap Pei Ling, a director of some of our subsidiaries.

Lee Chong Kuang and 1,659,150 shares of Common Stock are held by his spouse, Ms.

Yap Pei Ling,

a director of two of our subsidiaries.

In the aggregate of the shares held by Mr.

19,044,987 shares or 30.66% of total outstanding shares of Common Stock as of March 29, 2021.

Yap, 19,049,487 shares or 24.21% of

total outstanding shares of Common Stock as of March 29, 2022.

Yap Pei Ling, spouse of Mr.

Lee Chong Kuang, is a shareholder of the Company and a director of our subsidiaries, Greenpro

Resources Sdn.

Bhd., Greenpro Global Capital Sdn.

Bhd., Asia UBS Global Limited (Belize) and Asia UBS Global Limited (Hong

Kong), respectively.

Chen Yanhong is a shareholder of the Company and a director of our subsidiaries, Greenpro Management Consultancy (Shenzhen)

Limited, Shenzhen Falcon Financial Consulting Limited, Falcon Corporate Services Limited and Greenpro Synergy Network (Shenzhen)

Limited, respectively.

Lee Chong Kuang, is a shareholder of the Company and a director of two subsidiaries, Asia UBS Global

Limited (Belize) and Asia UBS Global Limited (Hong Kong), respectively.

Chen Yanhong is a shareholder of the Company and a director of our subsidiaries, Greenpro Management Consultancy Limited,

Shenzhen Falcon Financial Consulting Limited, Falcon Corporate Services Limited and Greenpro Synergy Network (Shenzhen) Limited,

respectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

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as set forth below, we have not been a party to any transaction since January 1, 2020, in which the amount involved in the transaction

exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last

two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our

capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will

have a direct or indirect material interest.

policy is that a contract or transaction either between the Company and a director, or between a director and another company

in which he/she is financially interested is not necessarily void or void-able if the relationship or related party transactions

are approved or ratified by the Audit Committee.

with certain companies which Greenpro Venture Capital Limited owns certain percentage of their company shares and companies that

we have determined that we can significantly influence based on our common business relationships.

the years ended December 31, 2020 and 2019, related

party service income totaled $250,246 and $1,977,186, respectively.

the years ended December 31, 2020 and 2019, related

party expenses included in cost of services and general and administrative expenses totaled $14,997 and $486,587, respectively.

For the years ended December 31, 2020 and 2019, related party other income totaled $1,934 and $9,798, respectively.

exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two

completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock,

or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect

material interest.

policy is that a contract or transaction either between the Company and a director, or between a director and another company in which

he/she is financially interested is not necessarily void or void-able if the relationship or related party transactions are approved

or ratified by the Audit Committee.

with certain companies which Greenpro Venture Capital Limited owns certain percentage of their company shares and companies that we have

determined that we can significantly influence based on our common business relationships.

the years ended December 31, 2021 and 2020, related party service income totaled $861,449 and $250,246, respectively.

the years ended December 31, 2021 and 2020, related party expenses included in cost of services and general and administrative expenses

totaled $12,922 and $14,997, respectively.

of related party investment was $5,349,600 and $0 for the years ended December 31, 2021 and 2020, respectively.

the years ended December 31, 2021 and 2020, related party other income totaled $0 and $1,934, respectively.

accounts receivable from related parties was $41 and $152,475 as of December 31, 2021 and 2020, respectively.

due from related parties were $1,170,855 and $62,320 as of December 31, 2021 and 2020, respectively.

Amounts due to related parties

were $1,108,641 and $1,009,760 as of December 31, 2020 and 2019, respectively.

related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain

percentage of the shares of such companies, or those companies that the Company can exercise significant influence over them in

making financial and operating policy decisions.

Some of the related parties are either controlled by or under common control

Loke Che Chan Gilbert or Mr.

Amounts due to related parties were

$757,283 and $1,108,641 as of December 31, 2021 and 2020, respectively.

related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain percentage

of the shares of such companies, or those companies that the Company can exercise significant influence over them in making financial

and operating policy decisions.

Some of the related parties are either controlled by or under common control of Mr.

Loke Che Chan Gilbert

Lee Chong Kuang, directors of the Company and the other entity.

One of the related

parties is controlled by Ms.

Chen Yanhong, a director of some of our subsidiaries.

All these related party transactions

are generally transacted at an arm’s-length basis at the current market value in the normal course of business (see Note

One of the related parties is controlled by Ms.

Chen Yanhong,

a director of some of our subsidiaries.

All these related party transactions are generally transacted at an arm’s-length basis

at the current market value in the normal course of business (see Note 16).

PRINCIPAL ACCOUNTING FEES AND SERVICES

following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current

and prior principal accountants.

following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current and

prior principal accountants.

FEES AND SERVICES

Audit-related

category of “Audit fees”

includes fees for our annual audit, quarterly reviews and services rendered in connection

with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

category of “Audit-related fees”

includes employee benefit plan audits, internal control reviews and accounting consultation.

category of “Tax services”

includes tax compliance, tax advice, tax planning.

category of “All other fees”

generally includes advisory services related to accounting rules and regulations.

The policies and procedures contained in the

Audit Committee Charter provide that the Committee must pre-approve the audit services, audit-related services and non-audit services

provided by the independent auditors and the provision for such services by JLKZ CPA LLP (2020) and Weinberg &

Company, P.A.

(2019) were compatible with the maintenance of the firms’

independence in the conduct of its audits.

Audit-related fees

All other fees

category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory

filings with the SEC, such as the issuance of comfort letters and consents.

category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

category of “Tax services” includes tax compliance, tax advice, tax planning.

category of “All other fees” generally includes advisory services related to accounting rules and regulations.

policies and procedures contained in the Audit Committee Charter provide that the Committee must pre-approve the audit services, audit-related

services and non-audit services provided by the independent auditors and the provision for such services by JP Centurion & Partners

PLT (2021) and JLKZ CPA LLP (2020) were compatible with the maintenance of the firms’ independence in the conduct of its audits.

Policies and Procedures

with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation

and overseeing the work of the independent auditor.

Our Audit Committee has adopted certain pre-approval policies and procedures

which are more fully described in Exhibit 99.2.

with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing

the work of the independent auditor.

Our Audit Committee has adopted certain pre-approval policies and procedures which are more fully

described in Exhibit 99.2.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

following financial statements of Greenpro Capital Corp.

and Report of Independent Registered Public Accounting Firm are presented

in the “F”

pages of this Annual Report:

and Report of Independent Registered Public Accounting Firm are presented in

the “F” pages of this Annual Report:

CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and December 31, 2020

Statements of Changes in Stockholders’

Equity for the years ended December 31, 2020 and December 31, 2019

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and December 31, 2020

Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020

to Consolidated Financial Statements

of Incorporation, as amended (17)

as amended (2)

of Common Stock Certificate (2)

of the Registrant’s Common Stock (17)

of offer of Malaysia Office- One City D-07-06 (3)

of offer of Malaysia Office- One City D-07-07 (3)

Business Cooperation Agreement, dated June 13, 2016, by and between Greenpro Holding Limited and Greenpro Synergy Network

Agreement, dated June 13, 2016, by and among Greenpro Holding Limited and Loke Che Chan Gilbert, Lee Chong Kuang (4)

Pledge Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro

Synergy Network Limited (4)

of Attorney of Loke Che Chan Gilbert dated June 13, 2016 (4)

of Attorney of Lee Chong Kuang dated June 13, 2016 (4)

Option Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro

Synergy Network Limited (4)

and Purchase Agreement, dated as of April 25, 2017, between Greenpro Capital Corp.

Articles of Incorporation, as amended (17)

Bylaws, as amended (2)

Form of Common Stock Certificate (2)

Description of the Registrant’s Common Stock (17)

Letter of offer of Malaysia Office- One City D-07-06 (3)

Letter of offer of Malaysia Office- One City D-07-07 (3)

Exclusive Business Cooperation Agreement, dated June 13, 2016, by and between Greenpro Holding Limited and Greenpro Synergy Network Limited (4)

Loan Agreement, dated June 13, 2016, by and among Greenpro Holding Limited and Loke Che Chan Gilbert, Lee Chong Kuang (4)

Share Pledge Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4)

Power of Attorney of Loke Che Chan Gilbert dated June 13, 2016 (4)

Power of Attorney of Lee Chong Kuang dated June 13, 2016 (4)

Exclusive Option Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4)

Sale and Purchase Agreement, dated as of April 25, 2017, between Greenpro Capital Corp.

Yiu Yau Wing and Mr.

Purchase Agreement, dated as of April 27, 2017, between Greenpro Resources Limited and Gushen Credit Limited (6)

Contract dated July 28, 2017, by and between the Company and Loke Che Chan Gilbert (7)

Contract dated July 28, 2017, by and between the Company and Lee Chong Kuang (7)

Director Agreement, dated October 18, 2015, by and between the Company and Chuchottaworn Srirat (7)

Director Agreement, dated March 14, 2016, by and between the Company and Shum Albert (7)

Director Agreement, dated March 14, 2016, by and between the Company and Hee Chee Keong (7)

Agency Agreement, dated May 31, 2018 (11)

Agreement and Supplemental Agreement dated as of July 18, 2018 (12)

of Loan Agreement dated July 17, 2018 between the Company and Shenzhen Rong Jin Jia Cheng Investment Limited (13)

Director Agreement, dated May 8, 2019, by and between the Company and Louis Ramesh Ruben (14)

Director Agreement, dated October 1, 2019, by and between the Company and Brent Lewis Glendening (15)

Director Agreement, dated October 16, 2019, by and between the Company and Christophe Philippe Roland Bringuier (16)

and Representation Agreement dated March 18, 2020 between the Company and Corporate Ads, LLC*

Services Agreement dated May 1, 2020 between the Company and Daniel McKinney

and Sale Agreement of Millennium Sapphire dated May 27, 2020 between the Company and Daniel McKinney (18) (19)

and Sale Agreement dated June 29, 2020 between the Company and Millennium Fine Art Inc.*

of Acquisition Agreement of Ata Plus Sdn.

dated July 8, 2020 (19)

Contract dated July 28, 2020, by and between Greenpro Holding Limited and Loke Che Chan Gilbert*

Contract dated July 28, 2020, by and between Greenpro Holding Limited and Lee Chong Kuang*

Agreement dated August 30, 2020 between Greenpro Venture Capital Limited and Global Leaders Corporation*

Agreement dated September 30, 2020 between the Company and Dennis Burns*

Agreement dated October 9, 2020 between the Company and AG Opportunities Fund SPC -AG Pre-IPO Fund SP1*

Agreement dated October 9, 2020 between the Company and Seah Kok Wah (20)

of Securities Purchase Agreement dated October 13, 2020 between the Company and FirstFire Global Opportunities Fund, LLC (19)

of Convertible Note issued to FirstFire Global Opportunities Fund, LLC dated October 13, 2020 (19)

of Securities Purchase Agreement dated October 13, 2020 between the Company and Granite Global Value Investments Ltd.

of Convertible Note issued to Granite Global Value Investments Ltd.

Chui Sang Derek (5)

Asset Purchase Agreement, dated as of April 27, 2017, between Greenpro Resources Limited and Gushen Credit Limited (6)

Employment Contract dated July 28, 2017, by and between the Company and Loke Che Chan Gilbert (7)

Employment Contract dated July 28, 2017, by and between the Company and Lee Chong Kuang (7)

Independent Director Agreement, dated October 18, 2015, by and between the Company and Chuchottaworn Srirat (7)

Independent Director Agreement, dated March 14, 2016, by and between the Company and Shum Albert (7)

Independent Director Agreement, dated March 14, 2016, by and between the Company and Hee Chee Keong (7)

Placement Agency Agreement, dated May 31, 2018 (11)

Subscription Agreement and Supplemental Agreement dated as of July 18, 2018 (12)

Form of Loan Agreement dated July 17, 2018 between the Company and Shenzhen Rong Jin Jia Cheng Investment Limited (13)

Independent Director Agreement, dated May 8, 2019, by and between the Company and Louis Ramesh Ruben (14)

Independent Director Agreement, dated October 1, 2019, by and between the Company and Brent Lewis Glendening (15)

Independent Director Agreement, dated October 16, 2019, by and between the Company and Christophe Philippe Roland Bringuier (16)

Purchase and Sale Agreement of Millennium Sapphire dated May 27, 2020 between the Company and Daniel McKinney (18) (19)

Subscription Agreement dated October 9, 2020 between the Company and Seah Kok Wah (20)

Form of Securities Purchase Agreement dated October 13, 2020 between the Company and FirstFire Global Opportunities Fund, LLC (19)

Form of Convertible Note issued to FirstFire Global Opportunities Fund, LLC dated October 13, 2020 (19)

Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Granite Global Value Investments Ltd.

Form of Convertible Note issued to Granite Global Value Investments Ltd.

dated October 13, 2020 (19)

of Securities Purchase Agreement dated October 13, 2020 between the Company and Streeterville Capital, LLC (19)

of Convertible Note issued to Streeterville Capital, LLC dated October 13, 2020 (19)

Purchase and Option Agreement of First Bullion Holdings Inc.

Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Streeterville Capital, LLC (19)

Form of Convertible Note issued to Streeterville Capital, LLC dated October 13, 2020 (19)

Stock Purchase and Option Agreement of First Bullion Holdings Inc.

dated October 19, 2020.

Agreement dated November 1, 2020.

between the Company, Ms.

Acquisition Agreement dated November 1, 2020 between the Company, Ms.

Lee Yuet Lye and Mr.

Chia Min Kiat (22)

Agreement dated December 16, 2020 between the Company and Wong Wai Hing Lena

Agreement dated December 21, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited*

Agreement dated December 22, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited*

Agreement dated December 29, 2020 between Greenpro Venture Capital Limited and Pentaip Technology Inc.*

Purchase Agreement dated January 8, 2021 between the Company and Streeterville Capital, LLC*

Note issued to Streeterville Capital, LLC dated January 8, 2021*

of Securities Purchase Agreement dated February 11, 2021 between the Company and Streeterville Capital, LLC *

of Convertible Note issued to Streeterville Capital, LLC dated February 11, 2021*

of Amendment to Convertible Promissory Note dated February 21, 2021 between the Company

and Streeterville Capital, LLC (24)

of Subscription Agreement between Greenpro Resources Limited and Innovest Energy Fund dated February 11, 2021.

of Additional 8% Acquisition of First Bullion Holdings Inc.

Form of Amendment to Convertible Promissory Note dated February 21, 2021 between the Company and Streeterville Capital, LLC (24)

Form of Subscription Agreement between Greenpro Resources Limited and Innovest Energy Fund dated February 11, 2021.

Form of Additional 8% Acquisition of First Bullion Holdings Inc.

dated February 17, 2021 (25)

of Ethics (17)

of Subsidiaries (17)

13(a)-14(a)/15(d)-14(a) Certification of principal executive officer (17)

13(a)-14(a)/15(d)-14(a) Certification of principal financial officer (17)

1350 Certification of principal executive officer (17)

1350 Certification of principal financial officer and principal accounting officer (17)

of the Audit Committee (17)

Committee Pre-Approval Procedures (17)

of the Compensation Committee (17)

of the Corporate Governance and Nominating Committee (17)

Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Loke Che Chan Gilbert*

Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Lee Chong Kuang*

Subscription Agreement dated February 3, 2021 between Greenpro Venture Capital Limited and Angkasa-X Holdings Corp.*

Subscription Agreement dated February 19, 2021 between Greenpro Venture Capital Limited and Simson Wellness Tech.

Form of Acquisition Agreement between the Company and Mr.

Lee Chong Kuang dated May 18, 2021 (26)

Form of Share Exchange Agreement between the Company, Greenpro Capital Village Sdn.

(GCVSB) and the holders of preference shares of GCVSB dated June 1, 2021 (27)

Subscription Agreement dated June 2, 2021 between Greenpro Venture Capital Limited and Jocom Holdings Corp.*

Subscription Agreement dated July 13, 2021 between Greenpro Venture Capital Limited and 72 Technology Group Limited*

Subscription Agreement dated July 30, 2021 between Greenpro Venture Capital Limited and Ata Global Inc.*

Subscription Agreement dated August 27, 2021 between Greenpro Venture Capital Limited and catTHIS Holdings Corp.*

Subscription Agreement dated September 27, 2021 between Greenpro Venture Capital Limited and Fruita Bio Limited*

Consulting Agreement dated October 1, 2021 between the Company and Dennis Burns*

Code of Ethics (17)

List of Subsidiaries (17)

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer (17)

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer (17)

Section 1350 Certification of principal executive officer (17)

Section 1350 Certification of principal financial officer and principal accounting officer (17)

Charter of the Audit Committee (17)

Audit Committee Pre-Approval Procedures (17)

Charter of the Compensation Committee (17)

Charter of the Corporate Governance and Nominating Committee (17)

Filed herewith

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on May 13, 2015.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2016.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2017.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on July 25, 2017.

Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on August 2, 2017.

Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on January 27, 2014.

Previously filed as an exhibit to the Company’s registration statement on Form S-1/A filed with the SEC on September 6,

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2017.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2019.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2019.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021.