What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-03-28 compared with 2023-03-31 · 246 added, 259 removed, 924 unchanged (35% of the section changed)

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It focuses on China clients.

Global Capital Sdn.

(formerly known as Greenpro Wealthon Sdn.

ESG Solutions Sdn.

(formerly known as Greenpro Global Capital Sdn.

Bhd.) (Malaysia)

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known as Greenpro Synergy Network (Shenzhen) Limited) (China)

corporate advisory services such as tax planning, cross-border listing solution and financial consulting for clients in China.

corporate advisory services such as tax planning, cross-border listing solution and financial

consulting for clients in China.

UBS Global Limited (Hong Kong)

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Family Office Limited (Hong Kong)

professional multi-family office offers services such as wealth planning, administration, asset protection and management, asset

consolidation, asset performance monitoring, charity services, tax and legal services, trusteeship and risk management, investment

planning and management, and business support services.

multi-family office services such as wealth planning and administration, asset protection and performance monitoring, charity services,

trusteeship and risk management, investment planning and business support services.

Financial Consulting Limited (Belize)

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Resources (HK) Limited, a Hong Kong company

April 5, 2012, Greenpro Resources (HK) Limited (“GRHK”)

was founded and incorporated by our directors, Messrs.

Lee and Loke in Hong Kong.

April 5, 2012, Greenpro Resources (HK) Limited (“GRHK”) was founded and incorporated by our directors, Messrs.

in Hong Kong.

Financial Consulting Limited, a Belize company

July 26, 2012, Greenpro Financial Consulting Limited (“GFCL”, formerly known as Weld Asia Financial Consulting Limited) was

founded and incorporated by our director, Mr.

July 26, 2012, Greenpro Financial Consulting Limited (formerly known as Weld Asia Financial Consulting Limited) (“GFCL”)

was founded and incorporated by our director, Mr.

Lee Chong Kuang (“Mr.

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of Greenpro Resources Limited and its wholly owned subsidiaries through acquisitions

January 1, 2014, Greenpro Resources Limited (“GRBVI”)

acquired 100% of the outstanding shares of GFCL , from our director, Mr.

Lee at a consideration

January 1, 2014, Greenpro Resources Limited (“GRBVI”) acquired 100% of the outstanding shares of GFCL, from our director,

Lee at a consideration of $1.

January 22, 2014, GHL acquired 2 shares, representing 100% of the outstanding shares of GRHK from its shareholders, Messrs.

at a total consideration of HK$2 (approximately $0.26).

the same day after this acquisition, GRHK allotted additional 1,075,000 shares to GHL for HK$1,075,000

(approximately $138,709).

June 30, 2014, GRHK acquired 100% of the issued and outstanding shares of Greenpro Resources

Bhd., a Malaysia company (“GRSB”) from our director, Mr.

At the same day after this acquisition, GRHK allotted additional 1,075,000 shares

to GHL for HK$1,075,000 (approximately $138,709).

June 30, 2014, GRHK acquired 100% of the issued and outstanding shares of Greenpro Resources Sdn.

Bhd., a Malaysia company (“GRSB”)

from our director, Mr.

Lee and his spouse, Ms.

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Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), a Shenzhen, China company

March 2, 2016, Greenpro New Finance Academy Limited (formerly known as Greenpro Synergy Network Limited) (“GNFA”)

was incorporated in Hong Kong, as a variable interest entity (the “VIE”), which is required to consolidate with the Company.

The principal activity of GNFA is providing a borderless platform through networking events and programs in Hong Kong.

Company controlled GNFA through a series of contractual arrangements (the “VIE Agreements”) between Greenpro Holding Limited,

a subsidiary of the Company (“GHL”) and GNFA.

March 2, 2016, Greenpro New Finance Academy Limited (formerly known as Greenpro Synergy Network Limited) (“GNFA”) was incorporated

in Hong Kong, as a variable interest entity (the “VIE”), which is required to consolidate with the Company.

The principal

activity of GNFA is to provide a borderless platform through networking events and programs in Hong Kong.

The Company controlled GNFA

through a series of contractual arrangements (the “VIE Agreements”) between Greenpro Holding Limited, a subsidiary of the

Company (“GHL”) and GNFA.

Our directors, Messrs.

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expense of $531 from the value of the Policy, GNFA received a net cash surrender value of $39,638.

July 28, 2017, Greenpro Financial Consulting (Shenzhen)

Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited) (“GFCSZ”),

July 28, 2017, Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited) (“GFCSZ”),

a wholly owned subsidiary of GNFA, was incorporated in Shenzhen, China.

GFCSZ was initially engaged in provision of a borderless

platform through networking events and programs in China for our members to seek professional services, business opportunities, and to

exchange sources of information and research.

Currently, GFCSZ provides corporate advisory and financial consulting services to the clients

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.

April 20, 2020, after our directors, Messrs.

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one of our subsidiaries in Shenzhen, China.

of Greenpro Global Capital Sdn.

of Greenpro ESG Solutions Sdn.

Bhd., (formerly known as Greenpro Global Capital Sdn.

Bhd.) a Malaysia company

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outstanding shares of Greenpro Wealthon Sdn.

(“GGCSB”, renamed to Greenpro Global Capital Sdn.

on June 13, 2018),

from our director, Mr.

Lee for MYR1 (approximately $0.25) and the

acquisition was accounted for as a transfer among entities under common control.

On June 7, 2016,

GGCSB issued another 200 shares to GHL at the price of MYR120,000 (approximately $30,000), resulting in GHL owing 60% of GGCSB.

August 30, 2018, the remaining 40% of the outstanding shares of GGCSB were transferred to GHL, and currently GHL holds 100% of GGCSB.

(renamed to Greenpro Global Capital Sdn.

on June 13, 2018 and subsequently renamed

to Greenpro ESG Solutions Sdn.

on June 1, 2023) (“GPESG”), from our director, Mr.

Lee for MYR1 (approximately $0.25)

and the acquisition was accounted for as a transfer among entities under common control.

On June 7, 2016, GPESG issued another 200 shares

to GHL at the price of MYR120,000 (approximately $30,000), resulting in GHL owing 60% of GPESG.

August 30, 2018, the remaining 40% of the outstanding shares of GPESG were transferred to GHL, and currently GHL holds 100% of GPESG.

of Greenpro Credit Limited (formerly known as Gushen Credit Limited), a Hong Kong company

April 27, 2017, our wholly owned subsidiary, GRBVI and Gushen Credit Limited (“GCL”, renamed to Greenpro Credit Limited on

May 16, 2017), a Hong Kong corporation, entered into an asset purchase agreement, pursuant to which GRBVI purchased all the assets of

As consideration thereto, GRBVI agreed to pay a purchase price of $105,000 and the

acquisition was accounted for as a transfer among entities under common control .

April 27, 2017, our wholly owned subsidiary, GRBVI and Gushen Credit Limited (renamed to Greenpro Credit Limited on May 16, 2017) (“GCL”),

a Hong Kong corporation, entered into an asset purchase agreement, pursuant to which GRBVI purchased all the assets of GCL.

As consideration

thereto, GRBVI agreed to pay a purchase price of $105,000 and the acquisition was accounted for as a transfer among entities under common

operates a money lending business in Hong Kong.

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at a total consideration of $0.26 in cash to GRBVI.

The purchase price was determined based on the mutual agreement between GCL

The purchase price was determined based on the mutual agreement between GCL and GRBVI.

of Greenpro Family Office Limited, a Hong Kong company

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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.

On September 21, 2018, the remaining 49% shareholdings of GFOL were transferred to GRBVI,

and currently GRBVI holds 100% of GFOL.

of Greenpro Sparkle Brokers Limited (formerly known as Sparkle Insurance Brokers Limited), a Hong Kong company

January 2, 2019, the Company acquired Sparkle Insurance Brokers Limited (“Sparkle”, renamed Greenpro Sparkle Brokers Limited

on April 4, 2019) from Mr.

January 2, 2019, the Company acquired Sparkle Insurance Brokers Limited (renamed Greenpro Sparkle Brokers Limited on April 4, 2019) (“Sparkle”),

Teh Boo Yim and Ms.

Teh Jocelyn Nga Man, the former 100% shareholders

of Sparkle for total consideration of $170,322, made up of $129,032 in cash and the issuance of 860 shares of the Company’s Common

Stock valued at $41,290.

The shares were valued based on the closing price of the Company’s Common Stock of $48 per share at acquisition.

The acquisition was accounted for as a transfer among entities under common control.

The Company aims to expand its long term and general

insurance services through the acquisition of Sparkle.

Teh Jocelyn Nga Man, the former 100% shareholders of Sparkle for total consideration of $170,322, made up

of $129,032 in cash and the issuance of 860 shares of the Company’s Common Stock valued at $41,290.

The shares were valued based

on the closing price of the Company’s Common Stock of $48 per share at acquisition.

The acquisition was accounted for as a transfer

among entities under common control.

The Company aims to expand its long term and general insurance services through the acquisition

of controlling interests:

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of Greenpro Credit Limited, a Hong Kong company

August 2, 2021, the Company sold its entire 100% interest in Greenpro Credit Limited to an unrelated party for HK$30,000 (approximately

$3,847), due to continuing losses incurred by GCL.

August 2, 2021, the Company sold its entire 100% interest in Greenpro Credit Limited (“GCL”) to an unrelated party for HK$30,000

(approximately $3,847), due to continuing losses incurred by GCL.

of August 2, 2021, GCL had no assets or liabilities, resulting in a gain on disposal of $3,847, after consideration of foreign currency

of an associate company

of Greenpro KSP Holding Group Company Limited (formerly known as KSP Holding Group Company Limited)

July 20, 2018, our wholly owned subsidiary, GVCL entered into a sale and purchase agreement with Mr.

of Greenpro KSP Holding Group Company Limited (formerly known as KSP Holding Group Company Limited), a Thailand company

July 20, 2018, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”) entered into a sale and purchase agreement

Prapakorn Saokliew and Ms.

Jamjang, each holding 45.13% and 45.12% shareholdings in KSP Holding Group Company Limited, respectively.

Pursuant to the agreement,

GVCL agreed to acquire approximately 49% of the shareholdings of KSP Holding Group Company Limited (“KSP”, renamed to Greenpro

KSP Holding Group Company Limited on August 7, 2018) in exchange for $363,930, made up of $75,000 in cash and 3,852 shares of the Company’s

Common Stock valued at $288,930.

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.

Surapa Jamjang, each holding 45.13% and 45.12% shareholdings of a Thailand company, KSP Holding Group

Company Limited (renamed to Greenpro KSP Holding Group Company Limited on August 7, 2018) (“KSP”), respectively.

to the agreement, GVCL agreed to acquire approximately 49% of the shareholdings of KSP in exchange for $363,930, made up of $75,000 in

cash and 3,852 shares of the Company’s Common Stock valued at $288,930.

The Company also issued 58 shares of the Company’s

Common Stock valued at $75 per share, or a total of $4,335, as a commission that was also capitalized as cost of investment in KSP.

provides accounting, auditing, and consulting services in Thailand.

The Company accounted for its investment in KSP under the equity

method of accounting.

December 31, 2018, the Company determined that its investment in KSP was impaired and recorded an impairment of unconsolidated investment

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browse business markets or corporate news.

Adventure Air Race Company Limited (Nevada, USA)

December 22, 2020

Organizes international air race series.

Angkasa-X Holdings Corp.

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Provides turnkey services, from strategic satellite anchor station solutions to fully deployable, integrated tactical platform solutions.

Simson Wellness Tech.

(Nevada, USA)

February 19, 2021

Provides a digital platform that acts as middleware for distribution of optical products.

Innovest Energy Fund (Cayman Islands)

April 7, 2021

Develops a multi-faceted suite of products and services for the crypto currency industry and economy.

Jocom Holdings Corp.

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Provides an online bidding platform for the art and creative industry stakeholders.

Celmonze Wellness Corporation

(Nevada, USA)

February 8, 2023

Provision of beauty and wellness solutions to clients.

of Greenpro Trust Limited

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ended December 31, 2022.

of December 31, 2022, our investment in GTL was revalued at $11,981.

2023, no indicator of impairment occurred and hence, our investment value in GTL remains the same at $11,981 as of December 31, 2023.

of Agape ATP Corporation

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January 21, 2022, GVCL entered into a forfeiture agreement with Agape.

Pursuant to the agreement,

GVCL agreed to transfer 16,500,000 shares out of its total invested 17,500,000 shares of common stock of Agape to Agape for nil consideration.

As a result, GVCL holds approximately 1% of the total outstanding shares of Agape and recognized a loss on forfeiture of other investment

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.

of December 31, 2023, GVCL owns 1,000,000 shares of common stock of Agape and recognized our investment in Agape under a historical cost

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has not been distributed.

the year ended December 31, 2023, the Company made a full impairment of $4,000,000 for the investment in MFAI due to continuing

losses incurred by MFAI and uncertainty of the existence of the Millennium Sapphire.

As a result, our investment in MFAI was

recorded with a nil value as of December 31, 2023.

of Ata Plus Sdn.

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Pursuant to the agreement,

GVCL agreed to acquire 15% of the issued and outstanding share of APSB for a purchase price of $749,992.

GVCL agreed to acquire 15% of the issued and outstanding shares of APSB for a purchase price of $749,992.

The purchase price was paid

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per share, on November 18, 2020.

of December 31, 2021, GVCL holds 15% of APSB’s issued and outstanding shares of common stock and recognized our investment in APSB

at historical cost of $749,992 under other investments.

of December 31, 2022, the fair value of APSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the

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recorded an impairment loss of $13,992 for the year ended December 31, 2022.

of December 31, 2022, our investment in APSB was revalued at $736,000.

the year ended December 31, 2023, the Company made a further impairment of $736,000 for the investment in APSB due to APSB’s continuing

losses and the Company’s shareholdings in APSB were diluted from 15% to approximately 4% at the end of 2023.

As a result, our investment

in APSB was fully impaired with a nil value as of December 31, 2023.

of Global Leaders Corporation

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issued and outstanding shares of GLC.

GLC’s principal activities are providing training and consulting services to corporate clients

GLC’s principal activities are to provide training and consulting services to corporate clients

in Hong Kong and China.

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per share (valued at approximately $925,000).

of December 31, 2021, GVCL, in aggregate, holds 360,000 ordinary shares of FBHI, representing 18% of the total issued and outstanding

shares of FBHI.

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.

of December 31, 2022, GVCL, the fair value of FBHI was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited

(the “Appraiser”) and according to our 18% interest in FBHI, our investment was valued approximately $246,000.

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

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$2,043,500 for the year ended December 31, 2022.

of December 31, 2022, our investment in FBHI was revalued at $246,000.

the year ended December 31, 2023, the Company made a further impairment of $246,000 for the investment in FBHI due to FBHI’s dormant

As a result, our investment in FBHI was fully impaired with a nil value as of December 31, 2023.

of New Business Media Sdn.

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Chia Min Kiat, shareholders of New Business

New Business Media Sdn.

is a Malaysia company involved in operating a Chinese media portal, which provides digital

news services focusing on Asian capital markets (“NBMSB”).

NBMSB is one of the biggest Chinese language digital business

news networks in Malaysia and has readers from across Southeast Asia.

Bhd (“NBMSB”).

NBMSB is a Malaysia company involved in operating a Chinese media portal, provides digital news

services focusing on Asian capital markets.

NBMSB is also one of the biggest Chinese language digital business news networks in Malaysia

and has readers from across Southeast Asia.

to the agreement, both Ms.

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as of November 1, 2020.

of December 31, 2021, GVCL recognized the investment in NBMSB at historical cost of $411,120 under other investments.

of December 31, 2022, the fair value of NBMSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the

Therefore, GVCL recognized the investment in NBMSB at historical cost of $411,120 under other investments.

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.

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for the year ended December 31, 2022.

of December 31, 2022, our investment in NBMSB was revalued at $82,000.

of Adventure Air Race Company Limited

December 21, 2020, GVCL entered into a subscription agreement with Adventure Air Race Company Limited, a company incorporated in Nevada,

is principally engaged in promoting and managing an air race series (“AARC”).

Pursuant to the agreement, GVCL acquired 2,000,000

shares of common stock of AARC at a price of $200 or $0.0001 per share.

December 22, 2020, GVCL entered another subscription agreement with AARC to acquire an additional 996,740 shares of common stock of AARC

at a price of $249,185 or $0.25 per share.

of December 31, 2021, GVCL, in aggregate, holds approximately 4% of the issued and outstanding shares of AARC and recognized the investment

in AARC at historical cost of $249,385 under other investments.

of December 31, 2022, GVCL holds approximately 4% interest of AARC.

The Company made a provision of impairment of $249,385 for our investment

in AARC for the year ended December 31, 2022 and impaired our investment in AARC to nil as of December 31, 2022.

The provision of full

impairment was due to AARC’s failure in proving its updated financial condition and performance for evaluation.

2023, no indicator of impairment occurred and hence, our investment value in NBMSB remains the same at $82,000 as of December 31, 2023.

of Angkasa-X Holdings Corp.

February 3, 2021, GVCL entered into a subscription agreement with Angkasa-X Holdings Corp., a British Virgin Islands corporation, which

principally provides turnkey services, from strategic satellite anchor station solutions, including

construction and facility design, and antenna integration to fully deployable, integrated tactical platform solutions (“Angkasa”).

Pursuant to the agreement, GVCL acquired 28,000,000 ordinary shares of Angkasa at a price of $2,800 or $0.0001 per share.

principally provides turnkey services, from strategic satellite anchor station solutions, including construction and facility design,

and antenna integration to fully deployable, integrated tactical platform solutions (“Angkasa”).

Pursuant to the agreement,

GVCL acquired 28,000,000 ordinary shares of Angkasa at a price of $2,800 or $0.0001 per share.

of December 31, 2023, GVCL recorded the investment in Angkasa at historical cost of $2,800 under other investments.

of Simson Wellness Tech.

February 19, 2021, GVCL entered into a subscription agreement with Simson Wellness Tech.

Corp., a Nevada corporation, which is a digital

platform that acts as middleware for distribution of optical products (“Simson”).

Pursuant to the agreement, GVCL acquired

5,000,000 shares of common stock of Simson at a price of $500 or $0.0001 per share.

of December 31, 2022, GVCL recorded the investment in Simson at historical cost of $500 under other investments.

of Innovest Energy Fund

February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement

with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands, is principally engaged in developing a multi-faceted

suite of products and services for the crypto currency industry and economy (the “Fund”).

Pursuant to the agreement, GRL

agreed to subscribe for $7,206,000 worth of Class B shares of the Fund by issuing 300,000 shares

of the Company’s restricted Common Stock, valued at $7,206,000 to the Fund.

April 7, 2021, the Company issued 300,000 shares of its restricted Common Stock to the Fund and issued 6,000 shares of its restricted

Common Stock to a designee of the Fund as a subscription fee of $144,120 ($24.02 per share) associated with the Fund.

December 31, 2021, GRL determined that the value of its investment in the Fund based on the closing stock price of the Company’s

Common Stock was impaired.

Hence, an impairment loss of $5,349,600 was recorded for the year ended December 31, 2021, and the investment

in the Fund was revalued at $1,856,400 as of December 31, 2021.

December 31, 2022, GRL made a further impairment of $1,532,400 and revalued the investment in the Fund at $324,000 based on the closing

stock price of our Common Stock as of December 31, 2022.

of Jocom Holdings Corp.

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of December 31, 2023, the Company recorded the investment in Best2Bid at a historical cost of $550 under other investments.

and disposal or write off of other investments

and disposal of Pentaip Technology Inc.

December 29, 2020, GVCL entered into a subscription agreement with Pentaip Technology Inc., a Nevada corporation (“PTI”)

to acquired 4,000,000 shares of common stock of PTI at a price of $400 or $0.0001 per share, representing 10% of the issued and outstanding

shares of PTI.

PTI uses artificial intelligence (“AI”) to provide investors and traders with financial data.

Our investment

in PTI was recognized at historical cost of $400 under other investments.

December 16, 2022, GVCL agreed with Pentaip’s repurchase request, sold back our 4,000,000 owned PTI shares to PTL at $400.

cash of $400 from PTI in exchange for our return of PTI shares.

of December 31, 2022, we had no investments in PTI.

and write-off of 72 Technology Group Limited

July 13, 2021, GVCL entered into a subscription agreement with 72 Technology Group Limited, a Cayman Islands media corporation based

in China which provides digital marketing services using 5G and AI technology (“72 Technology”).

Pursuant to the agreement,

GVCL acquired 600,000 shares of common stock of 72 Technology at a price of $6,000 or $0.01 per share.

Our investment in 72 Technology

was recognized at historical cost of $6,000 under other investments.

2022, 72 Technology decided to discontinue its IPO plan and upon mutual agreement, the IPO service agreement entered between 72 Technology

and the Company was terminated.

consideration of 72 Technology’s discontinuity of its IPO plan and dormant status, we decided to write off our investment in

72 Technology.

the year ended December 31, 2022, we recorded a loss from the written off of investment of $6,000, and as of December 31, 2022, we

had no investment in 72 Technology.

and write-off of Fruita Bio Limited

September 27, 2021, GVCL entered into a subscription agreement with Fruita Bio Limited., a British Virgin Islands corporation with major

business operations in Thailand and principally engaged in production of bio-degradable packaging materials (“Fruita”).

to the agreement, GVCL acquired 10,000,000 ordinary shares of Fruita at a price of $1,000 or $0.0001 per share.

Our investment in Fruita

was recognized at historical cost of $1,000 under other investments.

2022, Fruita decided to discontinue its IPO plan and upon mutual agreement, the IPO service agreement entered between Fruita and the

Company was terminated.

consideration of Fruita’s discontinuity of its IPO plan and dormant status, we decided to write off our investment in

the year ended December 31, 2022, we recorded a loss from written off of investment of $1,000, and as of December 31, 2022, we had no

investment in Fruita.

of Celmonze Wellness Corporation.

February 8, 2023, GVCL entered into a subscription agreement with Celmonze Wellness Corporation, a Nevada corporation, which provides

beauty and wellness solutions to clients (“Celmonze”).

Pursuant to the agreement, GVCL acquired 5,000,000 shares of common

stock of Celmonze at a price of $500 or $0.0001 per share.

The investment was recognized at a historical cost of $500 under other investments.

of December 31, 2023, the Company recorded the investment in Celmonze at a historical cost of $500 under other investments.

and termination or disposal of other investments

and termination of Innovest Energy Fund

February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement

with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands, is principally engaged in developing a multi-faceted

suite of products and services for the crypto currency industry and economy (the “Fund”).

Pursuant to the agreement, GRL

agreed to subscribe for $7,206,000 worth of Class B shares of the Fund by issuing 300,000 shares of the Company’s restricted Common

Stock, valued at $7,206,000 to the Fund.

April 7, 2021, the Company issued 300,000 shares of its restricted Common Stock to the Fund and issued 6,000 shares of its restricted

Common Stock to a designee of the Fund as a subscription fee of $144,120 ($24.02 per share) associated with the Fund.

December 31, 2021, GRL determined that the value of its investment in the Fund based on the closing stock price of the Company’s

Common Stock was impaired.

Hence, an impairment loss of $5,349,600 was recorded for the year ended December 31, 2021, and the investment

in the Fund was revalued at $1,856,400 as of December 31, 2021.

December 31, 2022, GRL made a further impairment of $1,532,400 and revalued the investment in the Fund at $324,000 based on the closing

stock price of our Common Stock as of December 31, 2022.

May 18, 2023, the Company decided to terminate its investment in the Fund due to significant impairments suffered since subscription

and to cancel the shares issued to the Fund due to the Fund’s failure to provide consideration for the shares.

As a result, 300,000

shares of the Company’s restricted Common Stock were cancelled, the value of Common Stock of $300 and the value of additional paid-in

capital of $7,205,700, in aggregate of $7,206,000, were reversed accordingly.

The Company recorded a reversal of impairment of other

investment of $6,882,000 during the year ended December 31, 2023.

and disposal of Simson Wellness Tech.

February 19, 2021, GVCL entered into a subscription agreement with Simson Wellness Tech.

Corp., a Nevada corporation, which is a digital

platform that acts as middleware for distribution of optical products (“Simson”).

Pursuant to the agreement, GVCL acquired

5,000,000 shares of common stock of Simson at a price of $500 or $0.0001 per share.

July 2023, GVCL agreed with Simson’s repurchase request, sold back our 5,000,000 owned Simson shares to Simson at $500.

cash of $500 from Simson in exchange for our return of Simson shares.

currently operate and provide a wide range of business solution services to small and medium-size businesses located in South-East Asia

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their business costs and enhance their revenues by utilizing our Package Solution.

Business Solutions/Cross-Border Listing Solutions

Business Solutions

provide a full range of cross-border services to small to medium-sized enterprises (SMEs) to assist them in conducting their business

Our “Cross-Border Business Solution” includes the following services:

Our “Cross-Border Business Solutions” includes the following services:

clients on company formation in Hong Kong, the United States, the British Virgin Islands, and other overseas jurisdictions;

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clients in tax planning, preparing the tax computation, and making tax filings with the Inland Revenue Department of Hong Kong;

listing advisory services, including but not limited to, United States, United Kingdom, Hong Kong, and Australia;

International

tax planning in China;

cross-border listing advisory services, including but not limited to, United States, United Kingdom, Hong Kong, and Australia;

international tax planning in China;

on trust and wealth management;

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With respect to cross border listing advisory services,

we are assisting private companies in their desire to list and trade on public exchanges, including the U.S.

we assist private companies in their desire to list and trade on public exchanges, including the U.S.

NASDAQ and OTC Markets.

The Jumpstart Our Business Startups Act, or JOBS Act, signed in 2012, eases the initial public offering (“IPO”) process for

“emerging growth companies” and reduces their regulatory burden, (2) improves the ability of these companies to access capital

through private offerings and small public offerings without SEC registration, and (3) allows private companies with a substantial shareholder

base to delay becoming a public reporting company.

The Jumpstart

Our Business Startups Act, or JOBS Act, signed in 2012, eases the initial public offering (“IPO”) process for “emerging

growth companies” and reduces their regulatory burden, (2) improves the ability of these companies to access capital through private

offerings and small public offerings without SEC registration, and (3) allows private companies with a substantial shareholder base to

delay becoming a public reporting company.

our cross-border listing advisory services, we seek to form the bridge between these companies seeking to conduct their IPO (or in some

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and other corporate matters.

Our plan is to bundle our Cross-Border Business Solution services with our cloud accounting solutions and

Our plan is to bundle our Cross-Border Business Solutions services with our cloud accounting solutions and

Accounting Outsourcing Services described below.

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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.

Following that is a process of negotiation which, if successful, ends with capital transformation

and restructuring.

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.

Following that is a process of negotiation which, if successful, ends with capital

transformation and restructuring.

Business Development and Value Adding:

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Common exits are:

(Initial Public Offering):

Public Offering (IPO):

The company’s shares are offered in a public sale on an established securities market.

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The company’s firm sells only part of its shares.

Either the entrepreneur or the management of the company buys back the company’s shares of the firm.

or management buyout (MBO):

Either the entrepreneur or the management of the company buys back the company’s shares of the

Reconstruction,

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our business incubator.

generated revenues of $3,673,997 during the fiscal year ended December 31, 2022, and $2,949,780 during the fiscal year ended December

We are not a party to any long-term agreements with our customers.

generated revenues of $3,477,664 and $3,673,997 during the fiscal years ended December 31, 2023, and 2022, respectively.

party to any long-term agreements with our customers.

operate in a mature, competitive industry.

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those that specialize in a tax planning and corporate restructuring.

The competition in China and Malaysia is not as fierce as in Hong

The competition in China or Malaysia is not as fierce as in Hong

Our major competitors in China are JP Investment Group and QMIS Financial Group while our major competitors in Malaysia are Global

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We intend to protect our trademarks

against infringement, and also seek to register design protection where appropriate.

against infringement, and seek to register design protection where appropriate.

Currently, there are six trademarks registered under

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11, 2010, June 25, 2013, and December 3, 2014

Advertising, business management, business administration, office functions, research services, education, training

Advertising, business management, business administration, office functions, research services, education and training

Business administration services, business assistance, management and information services, business knowledge management and

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following regulations are the laws and regulations that may be applicable to us:

businesses located in Hong Kong are subject to the general laws in Hong Kong governing businesses, including labor, occupational safety

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.

Because our website is maintained through the server

in Hong Kong, we expect that we will be required to comply with the rules and regulations and Hong Kong governing the data usage and

regular terms of service applicable to our potential customers.

in Hong Kong, we shall be required to comply with all laws and ordinances enacted in Hong Kong including, inter alia, data usage and

regular terms of services applicable to our potential customers.

As the information of our potential customers is preserved in Hong Kong,

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Employment Contract Law was promulgated by the National People’s Congress’ Standing Committee on June 29, 2007, and took

effect on January 1, 2008.

The Employment Contract Law governs labor relations and employment contracts (including the entry into, performance,

amendment, termination, and determination of employment contracts) between domestic enterprises (including foreign-invested companies),

individual economic organizations and private non-enterprise units (collectively referred to as the “employers”) and their

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

The Employment Contract Law governs labor relations and employment contracts (including the entry into,

performance, amendment, termination, and determination of employment contracts) between domestic enterprises (including

foreign-invested companies), individual economic organizations and private non-enterprise units (collectively referred to as the

“employers”) and their employees.

Execution of employment contracts

the Employment Contract Law, an employer is required to execute written employment contracts with its employees within one month from

the commencement of employment.

In the event of contravention, an employee is entitled to receive double salary for the period during

which the employer fails to execute an employment contract.

If an employer fails to execute an employment contract for more than 12 months

from the commencement of the employee’s employment, an employment contract would be deemed to have been entered into between the

employer and employee for a non-fixed term.

Under the Employment Contract Law, an employer shall sign a written employment contract with an employee within one month from the date of commencement of work.

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.

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.

Right to non-fixed term contracts

the Employment Contract Law, an employee may request a non-fixed term contract without an employer’s consent to renew.

an employee is also entitled to a non-fixed term contract with an employer if he has completed two fixed term employment contracts with

such employer;

however, such employee must not have committed any breach or have been subject to any disciplinary actions during his

Unless the employee requests to enter into a fixed term contract, an employer who fails to enter into a non-fixed term contract

pursuant to the Employment Contract Law is liable to pay the employee double salary from the date the employment contract is renewed.

Under the Employment Contract Law, an employee may request a non-fixed term contract without an employer’s consent to renew, if the employee has worked for ten consecutive years.

In addition, when signing the third employment contract, the employee is also entitled to a non-fixed term contract with an employer if he has completed two fixed term employment contracts with such employer.

Under the non-fixed term contract period, the employer shall not arbitrarily terminate the employment, unless the employee is dismissed under any of the following situations:

(1) serious violations of the employer’s rules and regulations;

(2) serious dereliction of duty, embezzlement, and causing significant harm to the employer;

(3) establishing employment relations with other employers at the same time, which seriously affects the completion of the work tasks of the unit, or refusing to make corrections upon request by the employer;

(4) employers who use fraudulent or coercive means or take advantage of others, to force the employer to enter into or modify employment contracts against their true intentions.

Unless the employee requests to enter into a fixed term contract, an employer who fails to enter into a non-fixed term contract pursuant to the Employment Contract Law is liable to pay the employee double his/her salary from the date the employment contract should be renewed a non-fixed term.

Compensation for termination or expiry of employment contracts

the Employment Contract Law, employees are entitled to compensation upon the termination or expiry of an employment contract.

are entitled to compensation even in the event the employer (i) has been declared bankrupt;

(ii) has its business license revoked;

has been ordered to cease or withdraw its business;

or (iv) has been voluntarily liquidated.

Where an employee has been employed for

more than one year, the employee will be entitled to such compensation equivalent to one month’s salary for every completed year

Where an employee has been employed for less than one year, such employee will be deemed to have completed one full year

Employees are entitled to compensation even in the event the employer (i) has been declared bankrupt;

(ii) has its business license

(iii) has been ordered to cease or is revoked or dissolved;

or (iv) according to the provisions of the Enterprise

Bankruptcy Law, implements economic layoffs during a reorganization;

(v) implements economic

layoffs due to serious difficulties in production and operation;

(vi) undergoes a transfer of production, major technological

innovation, or adjustment of its business model, and after changing the employment

contract, it is still necessary to lay off employees;

(vii) experiences unforeseeable significant changes resulting the

inability to perform all or the main terms of the employment contract signed by both parties, or if continued performance will

result in high costs and unfair conditions, making it difficult to achieve the purpose of the employment contract.

Where an employee

has been employed for more than one year, the employee will be entitled to such compensation equivalent to one month’s salary

for every completed year of service.

Where an employee has been employed for less than one year, such employee will be deemed to

have completed one full year of service, who will be entitled to such compensation equivalent to one month’s salary;

employee has been employed for less than six months, the

employee will be entitled to such compensation equivalent to half month’s salary.

Trade union and collective employment contracts

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to enter into a collective employee contract with an employer on behalf of all the employees.

a trade union has not been formed, a representative appointed under the recommendation of a high-level trade union may execute the collective

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.

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experienced any significant labor disputes or any difficulties in recruiting staff for our operations.

October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which became effective on July

In accordance with the PRC Social Insurance Law, the Interim Regulations on the Collection and Payment of Social Security Fund

and other relevant laws and regulations, China establishes a social insurance system including basic pension insurance, basic medical

insurance, work-related injury insurance, unemployment insurance and maternity insurance.

An employer shall pay the social insurance

for its employees in accordance with the rates provided under relevant regulations and shall withhold the social insurance that should

be assumed by the employees.

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.

Under the Regulations on the Administration of Housing

Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish

a special housing fund account in an entrusted bank.

Both PRC companies and their employees are required to contribute to the housing

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.

In accordance with the PRC Social

Insurance Law, the Interim Regulations on the Collection and Payment of Social Security Fund and other relevant laws and

regulations, China establishes a social insurance system including basic pension insurance, basic medical insurance, work-related

injury insurance, unemployment insurance and maternity insurance.

An employer shall pay the social insurance for its employees in

accordance with the rates provided under relevant regulations and shall withhold the social insurance that should be assumed by the

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.

Under the Regulations on the Administration of Housing Fund

effective in 1999, as amended in 2002, and it was revised again by the State Council in 2019 and implemented on March 24, 2019.

companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted

Both PRC companies and their employees are required to contribute to the housing funds.

Ministry of Human Resources and Social Security promulgated the Interim Provisions on Labor Dispatch on January 24, 2014.

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exchange in China is primarily regulated by:

Foreign Currency Administration Rules (1996), as amended;

Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

the Foreign Currency Administration Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted

Regulations of the People’s Republic of China on Foreign Exchange Administration (revised in 2008) (“Foreign Exchange Administration Regulations”);

The Administration Interim Provisions of the Settlement, Sale and Payment of Foreign Exchange (1996).

the Foreign Exchange Administration Regulations, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted

to the relevant foreign exchange conversion bank, the RMB will be convertible for current account items, including the distribution of

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contributions to our PRC subsidiaries, whether existing or newly established ones, must be approved by the Ministry of Commerce or

its local counterparts;

its local authorities;

by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory

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Reform Commission and must also be registered with SAFE or its local branches.

August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues concerning the Improvement of the Administration of Payment

and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or “Circular 142”.

March 30, 2015, SAFE issued the Circular of the State Administration of Foreign Exchange Concerning Reform of the Administrative Approaches

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converted from the foreign currency-dominated capital for (i) expenditure beyond its business scope or expenditure prohibited by laws

or regulations, (ii) disbursing RMB entrusted loans (unless permitted under its business scope), repaying inter-corporate borrowings

(including third-party advance) and repaying RMB bank loans already refinanced to any third party.

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.

Where a FIE, other than a foreign-invested

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ended December 31, 2023, and 2022, the contributions were $39,958 and $47,901, respectively.

principal executive office is located at B-7-5, Northpoint, Mid Valley City, No.

1 Medan Syed Putra Utara, 59200, Kuala Lumpur, Malaysia.

Office and Other Information

principal executive office is located at B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P.

Kuala Lumpur, Malaysia.

Our principal telephone number is +60 3 8408 - 1788 and our website is “ greenprocapital.com ”.

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have regional offices in Hong Kong and Shenzhen, China which principally serve their respective clients and provide support to the Company.

We are required to file periodic reports and current reports with the Securities and Exchange Commission (“SEC”).

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.

Development Plan

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Our corporate finance services include financial advisory services relating

to listings in the US capital markets (e.g., NASDAQ and OTC Markets) and listings in Hong Kong, mergers and acquisitions, investment

valuation, project management and other financial advisory services.

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.

to listings in the US capital markets (NYSE, NASDAQ or OTC Markets) or listings in Hong Kong, mergers and acquisitions, investment valuation,

project management and other financial advisory services.

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.

is a next generation online financial information platform which facilitates connecting private high growth emerging companies with access

to potential investors and synergetic companies.

ADAQ is dedicated to equip emerging growth companies in the Asia Pacific region with

the guidance and information to identify, build and stream their sustainable core values.

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 is dedicated to equipping emerging growth companies in the Asia Pacific region

with the guidance and information to identify, build and stream their sustainable core values.

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).

has three major functions:

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business