UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[X]
Preliminary Proxy Statement.
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
[ ]
Definitive Proxy Statement.
[ ]
Definitive Additional Materials.
[ ]
Soliciting Material Pursuant to §240.14a-12.
GREENPRO
CAPITAL CORP.
(Name
of Registrant As Specified in Charter)
(Name
of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14c−5(g) and 0−11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0−11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0−1 1(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Greenpro
Capital Corp.
Room
1701-1703, 17/F, The Metropolis Tower
10 Metropolis Drive
Hung Hom, Kowloon, Hong Kong
NOTICE
OF ANNUAL
MEETING
OF STOCKHOLDERS
To
Be Held On June 6, 2019
Dear
Stockholders:
You
are hereby notified that the Annual Meeting of Stockholders of Greenpro Capital Corp., a Nevada corporation (together with its
subsidiaries, the “Company, “we”, “us” or “our”), will be held at 10:00 a.m. (GMT+8)
on Thursday, June 6, 2019, at the offices of the Company at Room 1701-1703, 17/F, The Metropolis Tower, 10 Metropolis Drive, Hung
Hom, Kowloon, Hong Kong, for the following purposes:
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1.
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To
elect the Board of Directors. The Board intends to present for election the following five nominees: (1) Lee, Chong Kuang,
(2) Loke Che Chan, Gilbert, (3) Chuchottaworn, Srirat, (4) Hee, Chee Keong, and (5) Shum, Albert;
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2.
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To
ratify the appointment of Weinberg & Company P.A. (“Weinberg”) as our independent registered public accounting
firm for the fiscal year ending December 31, 2019;
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3.
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To
conduct an advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed under
the caption “Election of Directors – Executive Compensation”; and
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4.
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To
transact such other business as may properly come before the Annual Meeting and any postponement(s) or adjournment(s)
thereof.
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The
foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Our
Board of Directors unanimously recommends that you vote “FOR” each of the nominees to our Board, and “FOR”
Proposals 2 and 3.
Our
Board of Directors has fixed the close of business on April 12, 2019 as the record date for the determination of stockholders
entitled to vote at the Annual Meeting, and only holders of record of shares of Common Stock at the close of business on that
day will be entitled to vote. The stock transfer books of the Company will not be closed.
Only
stockholders and guests of the Company may attend and be admitted to the Annual Meeting. If your shares are registered in the
name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that broker, trust, bank or other
nominee or your most recent brokerage account statement that confirms that you are the beneficial owner of those shares.
All
stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to be present at the Annual
Meeting, please fill in, date, sign, and return the enclosed Proxy, which is solicited by management. The Proxy is revocable and
will not affect your vote in person in the event you attend the Annual Meeting.
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By
Order of the Board of Directors of
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Greenpro
Capital Corp.
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/s/
Lee Chong Kuang
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Lee
Chong Kuang
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Chief
Executive Officer
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April
26, 2019
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Greenpro
Capital Corp.
Room
1701-1703, 17/F, The Metropolis Tower
10 Metropolis Drive
Hung Hom, Kowloon, Hong Kong
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
To
Be Held On June 6, 2019
The
enclosed Proxy is solicited by the Board of Directors (the “Board of Directors”) of Greenpro Capital Corp, a Nevada
corporation, for use at our Annual Meeting of Stockholders (the “Meeting”) to be held on Thursday, June 6, 2019 at
the offices of the Company at Room 1701-1703, 17/F, The Metropolis Tower, 10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong and
any adjournments thereof. The Board of Directors has set the close of business on April 12, 2019, as the record date (the “Record
Date”) for the determination of stockholders entitled to vote at the Meeting. A stockholder executing and returning a proxy
has the power to revoke it at any time before it is exercised by filing a later-dated proxy with, or other communication to, the
Secretary of the Company or by attending the Meeting and voting in person. It is anticipated that this Proxy Statement will be
mailed to our stockholders on or about May 3, 2019. References to the “Company,” “us,” “we,”
or “our,” refer to Greenpro Capital Corp.
The
Annual Meeting is for the purpose of considering and voting:
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1.
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To
elect the Board of Directors. The Board intends to present for election the following five nominees: (1) Lee, Chong Kuang,
(2) Loke Che Chan, Gilbert, (3) Chuchottaworn, Srirat, (4) Hee, Chee Keong and (5) Shum, Albert; and ;
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2.
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To
ratify the appointment of Weinberg & Company P.A. (“Weinberg”) as our independent registered public accounting
firm for the fiscal year ending December 31, 2019; and
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3.
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To
conduct an advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed under
the caption “Election of Directors – Executive Compensation”;
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4.
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To
transact such other business as may properly come before the Annual Meeting and any postponement(s) or adjournment(s) thereof.
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In
the event that a quorum is not present at the annual meeting, you may also be asked to vote upon a proposal to adjourn or postpone
the annual meeting to solicit additional proxies.
Record
Date
Only
stockholders of record as of the Record Date will be entitled to vote at the Annual Meeting and any adjournments thereof. As of
the Record Date, 54,723,889 shares of our Common Stock, par value $.0001 per share (“Common Stock”), were issued and
outstanding. The holders of our Common Stock are entitled to one vote per share.
Voting
Rights and Quorum
Each
share of our common stock is entitled to one vote. The presence in person or representation by proxy of holders of a majority
of the shares of our common stock issued and outstanding as of the close of business on the Record Date will constitute a quorum
at the annual meeting. If a share is represented for any purpose at the meeting, it is deemed to be present for the transaction
of all business. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence
of a quorum for the transaction of business. In the event that a quorum is not present at the annual meeting, it is expected that
the annual meeting will be adjourned or postponed to solicit additional proxies.
Vote
Required
Proposal
One.
Directors are elected by a plurality, and the nominees who receive the most votes will be elected. Proposal One is
considered a “non routine” matter under NASDAQ Stock Market (“NASDAQ”) rules, and, accordingly, brokerage
firms and nominees do not have the authority to vote their clients’ unvoted shares on Proposal One or to vote their clients’
shares if the clients have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions
and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal One.
Proposal
Two.
To be approved, the ratification of Weinberg & Company LLP, as the Company’s independent accountants must
receive the affirmative vote of the majority of the shares of Common Stock present in person or by proxy and cast at the Annual
Meeting. Proposal Two is considered a “routine” matter under NASDAQ rules, and, accordingly, brokerage firms and nominees
have the authority to vote their clients’ unvoted shares on Proposal Two as well as to vote their clients’ shares
where the clients have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions
and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal Two.
Proposal
Three.
To be approved, the proposal regarding the Company’s executive compensation for the fiscal year ended December
31, 2019 must receive a majority of the votes cast present in person or by proxy and cast at the Annual Meeting. Proposal Three
is considered a “non-routine” matter under NASDAQ rules, and, accordingly, brokerage firms and nominees do not have
the authority to vote their clients’ unvoted shares on Proposal Three or to vote their clients’ shares if the clients
have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes
will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal Three. The vote on Proposal Three
is advisory and therefore not binding on the Company, the Compensation Committee or the Board of Directors. Although non-binding,
the Board of Directors values the opinions that the shareholders express in their votes, and the votes will provide information
to the Compensation Committee regarding investor sentiment about the Company’s executive compensation philosophy, policies
and practices, which the Compensation Committee will be able to consider when determining executive compensation in the future.
A
properly executed proxy marked “WITHHOLD” with respect to the election of one or more directors will not be voted
with respect to the director or directors indicated, and will have the same effect as a vote cast against such director. With
respect to the other proposal, a properly executed proxy marked “ABSTAIN,” although counted for purposes of determining
whether there is a quorum, will not be voted. Accordingly, an abstention will have the same effect as a vote cast against a proposal.
Under Nevada law, a broker non-vote will be treated as not being voted and will have the same effect as a vote cast against a
proposal.
A
“broker non-vote” occurs when a broker, bank, or other holder of record holding shares for a beneficial owner does
not vote on a particular proposal because that holder (i) has not received instructions from the beneficial owner and (ii) does
not have discretionary voting power for that particular item.
If you are a beneficial owner and you do not give instructions to your broker, bank, or other holder of record, such holder
of record will be entitled to vote the shares with respect to “routine” items but will not be permitted to vote the
shares with respect to “non-routine” items (those shares are treated as “broker non-votes”). If you are
a beneficial owner, your broker, bank, or other holder of record has discretion to vote your shares on the proposal to ratify
the appointment of Weinberg as our independent registered public accounting firm if the holder of record does not receive voting
instructions from you. However, such holder of record may not vote your shares on the election of directors without your voting
instructions on those proposals. Accordingly, without your voting instructions on those proposals, a broker non-vote will occur.
We encourage you to provide instructions to your bank, brokerage firm, or other nominee by voting your proxy. This action
ensures that your shares will be voted in accordance with your wishes at the annual meeting.
Voting
and Revocation of Proxies
After
carefully reading and considering the information contained in this proxy statement, you may attend the annual meeting and vote
your shares in person, by telephone or over the Internet. You may also grant your proxy to vote by returning a signed, dated and
marked proxy card, by telephone or over the Internet.
Unless
you specify to the contrary, all of your shares represented by valid proxies will be voted
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“
FOR
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all director nominees; and
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“
FOR
”
the appointment of Weinberg as our independent registered public accounting firm; and
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“FOR”
THE FOLLOWING ADVISORY RESOLUTION:
RESOLVED,
that the compensation paid to Company’s named executive officers, as disclosed under the caption Election of Directors—Executive
Compensation, pursuant to Item 402 (m) through (q) of Regulation S-K, compensation tables, and narrative discussion, be,
and hereby is, approved.
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The
persons you name as proxies may propose and vote for one or more adjournments or postponements of the annual meeting, including
adjournments or postponements to permit further solicitations of proxies. Such proxy holders may also vote in its discretion on
any other matters that properly come before the annual meeting.
Until
exercised at the annual meeting, you can revoke your proxy and change your vote in any of the following ways:
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by
delivering written notification to us at our principal executive offices at Room 1701-1703, 17/F, The Metropolis Tower, 10
Metropolis Drive, Hung Hom, Kowloon, Hong Kong, Attention: Corporate Secretary;
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by
changing your vote or revoking your proxy by telephone or over the Internet;
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if
you hold shares in your name, by attending the annual meeting and voting in person (your attendance at the meeting will not,
by itself, revoke your proxy; you must vote in person at the meeting);
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if
you have instructed a broker or bank to vote your shares, by following the directions received from your broker or bank to
change those instructions; or
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if
you hold shares in street name with your broker or by a nominee, by obtaining a legal proxy from the institution that holds
your shares, attending the annual meeting and voting in person (your attendance at the meeting will not, by itself, revoke
your proxy; you must vote in person at the meeting).
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If
you decide to vote by completing, signing, dating and returning a proxy card, you should retain a copy of the voter control number
found on the proxy card in the event that you decide later to change or revoke your proxy.
Solicitation
of Proxies
The
accompanying proxy is being solicited by our Board of Directors. The entire cost of soliciting proxies will be borne by the Company.
The costs of solicitation will include the costs of supplying necessary additional copies of the solicitation materials to beneficial
owners of shares held of record by brokers, dealers, banks, trustees, and their nominees, including the reasonable expenses of
such record holders for completing the mailing of such materials to such beneficial owners. Solicitation of proxies may also include
solicitation by telephone, fax, electronic mail, or personal solicitations by directors, officers, or employees of the Company.
No additional compensation will be paid for any such services.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The
following table sets forth, as of April 12, 2019, 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 a common
stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group,
and their percentage ownership and voting power.
The
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.
Name of Beneficial Owner
(1)
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Number of
Shares Beneficially
Owned
(2)
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Percentage of
Shares Beneficially
Owned
(2)
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Officers and Directors
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Lee Chong Kuang
(3)
President, Chief Executive Officer and Director
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19,316,617
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35.3
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%
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Loke Che Chan Gilbert
Chief Financial Officer and Director
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17,655,468
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32.26
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%
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Chuchottaworn Srirat Independent Director
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1,221,500
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2.23
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%
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Hee Chee Keong Independent Director
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0
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0
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%
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Shum Albert Independent Director
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0
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0
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%
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All officers and directors as a group (5 persons named above)
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38,193,585
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69.79
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%
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5% or More Beneficial Owners
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Greenpro International Foundation (4)
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5,024,469
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9.18
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%
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(1)
Except as otherwise set forth below, the address of each beneficial owner is Room 1701-1703, 17/F, The Metropolis Tower, 10
Metropolis Drive, Hung Hom, Kowloon, Hong Kong.
(2)
Based on 54,723,889 shares of common stock outstanding as of April 12, 2019, together with securities exercisable or convertible
into shares of common stock within 60 days of April 12, 2019. 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 April 12, 2019, 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.
(3)
Represents 17,655,467 shares held directly by Mr. Lee Chong Kuang and 1,661,150 shares held by his spouse Yap Pei Ling..
(4)
The address for Greenpro International Foundation is Delta Tower Building, 7th Floor, Via Espana One Hundred Twenty Two, Panama
City, Republic of Panama. Lu Qi, Wing Wai Heung and Inn Shen Tan have shared voting and dispositive power over the shares.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
Our
Board of Directors has approved the persons named below as nominees for election to our Board of Directors. All nominees presently
serve as directors. Proxies will be voted for the election as directors for the ensuing year of the persons named below (or if
for any reason unavailable, of such substitutes as our Board of Directors may designate). Our Board of Directors has no reason
to believe that any of the nominees will be unavailable to serve.
Nominee
Name
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Age
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Positions
and Offices
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Lee,
Chong Kuang
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45
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President,
Chief Executive Officer, Chairman of the Board
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Loke,
Che Chan Gilbert
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64
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Chief
Financial Officer, Secretary, Treasurer, Director
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Chuchottaworn,
Srirat(1)
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50
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Director
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Hee,
Chee Keong (1)(2)(3)
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47
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Director
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Shum,
Albert (1)(2)(3)
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59
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Director
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(1)
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Member
of the Audit Committee.
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(2)
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Member
of the Compensation Committee.
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(3)
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Member
of the Nominating and Corporate Governance Committee.
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Lee,
Chong Kuang,
age 45, has served as our Chief Executive Officer, President and Chairman of the Board since July 19, 2013.
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. 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. Mr. Lee served
as director of Greenpro Talents Ltd. from November 16, 2015 to June 6, 2017. Mr. Lee served as director of GC Investment Management
Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. From 1997 to 2000, Mr. Lee worked
at K. Y. Ho & Co, Chartered Accountants. 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. Mr. 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. Mr. Lee brings to the board
of directors his business leadership, corporate strategy and accounting and financial expertise.
Loke,
Che Chan Gilbert,
age 64, has served as our Chief Financial Officer, Treasurer and Director since inception on July 19,
2013. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. Loke served as director
of Greenpro Talents Ltd. from November 16, 2015 to June 6, 2017. Mr. Loke served as director of GC Investment Management Limited,
which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. Mr. 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. Mr. Loke brings to the board of
directors accounting and financial expertise and business leadership.
Chuchottaworn,
Srirat,
age 50, joined us as an Independent Director on October 18, 2015. Ms. 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. 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. Ms. Chuchottaworn
brings to the board of directors business leadership and experience and familiarity with conducting business in Thailand.
Hee,
Chee Keong,
age 47, joined us as an Independent Director of the Company on March 14, 2016. From June 2014 to October 2015,
Mr. Hee served as the Chief Financial Officer of Galasys Plc. From June 2013 to September 2014, he served as the Chief Financial
Officer of Apple Green Holding, Inc. (formerly called Blue Sun Media, Inc). Mr. Hee was the Finance Director and Non-Independent
& Non-Executive Director at NetX Holdings Berhad (known as Global Soft Berhad) from November 2004 to January 2009 and January
2009 to June 2013, respectively. Mr. Hee is a Chartered Accountant of the Malaysian Institute of Accountants (MIA) and a fellow
member of Association of Chartered Certified Accountants (FCCA). He has more than 18 years of working experience in both private
and public companies. Mr. Hee has also worked as the Group Accountant and Principal Accounting Officer in his career. During the
course of his career, Mr. Hee was involved in various industries, including accounting, information technology, manufacturing,
trading, property, construction, leisure and entertainment. He has hands-on experience with the due diligence process, IPOs, issuance
of warrants, corporate and debt restructuring in different fields and industries especially in accounting and finance. He brings
to the board of directors deep finance, audit and business experience.
Shum,
Albert
, age 59, joined us as an Independent Director of the Company on March 14, 2016. Mr. Shum is a certified Project
Management Practitioner with over 30 years of experience in leading projects and people, implementing and overseeing technology
programs, and administering all facets of technology initiatives. Mr. Shum has served as the Global Head of IT (ADM) in the Intertrust
Group since May 2010, where he was responsible for leading the delivery of core information technology services through a global
team to business units across more than twenty jurisdictions. Mr. Shum was fully accountable for the implementation of professional
and effective solutions to ensure that the underlying functions, coupled with effective internal controls and worked together
with the business to achieve its overall strategy across all locations. Prior to that time, Mr. Shum served as the Chief Information
Officer in the South China Morning Post Group from January 2007 to March 2010 and the Regional CIO for Schindler Group from October
2000 to December 2006. Mr. Shum earned a Bachelor of Business Administration from Pacific States University, USA, a Diploma in
Computer Science from the Computer Learning Institute, USA and had attended program for Executive Development at IMD business
school in Lausanne, Switzerland. Mr. Shum brings to the board of directors his wide experience in internal controls and information
technology.
CORPORATE
GOVERNANCE
Director
Independence
The
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, Hee Chee Keong and Shum Albert, 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, we anticipate 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
Meetings
During
calendar year 2018, our Board held nine meetings and acted by written consent nine times. Each director attended all Board meetings
and applicable committee meetings held during calendar year 2018. The work of the Company’s directors is performed not only
at meetings of the Board, but also by consideration of the Company’s business through the review of documents and in numerous
communications among Board members and others.
Director
Attendance at Annual Meeting
We
have not yet developed a policy regarding director attendance at annual meetings of the stockholders. We expect all of our directors
to attend our 2019 Annual Stockholders Meeting,
Committees
of Our Board
Audit
Committee
Our
Audit Committee was established on March 23, 2016 and is comprised of our independent directors: Hee Chee Keong (Chairman), Chuchottaworn
Srirat, and Shum Albert. Hee Chee Keong qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation
S-K promulgated under the Securities Act. The Audit Committee held one meetings during 2018, and took action by written consent
on one occasion.
According
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). A copy of the Audit Committee Charter is available on our website at http://www.greenprocapital.com.
The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:
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Oversee
the Company’s accounting and financial reporting processes;
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Oversee
audits of the Company’s financial statements;
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Discuss
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;
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Review
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.
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Recommend
to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last
fiscal year;
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Meet
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;
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Be
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;
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Take,
or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent
registered public accounting firm; and
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Review
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.
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Audit
Committee Report
The
Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has discussed
with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended and
adopted by the Public Company Accounting Oversight Board in Rule 3200T. It has received the written disclosures and the letter
from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding
the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the
independent accountant the independent accountant’s independence. Based upon the foregoing review and discussions, the Audit
Committee recommended to the Board that the audited consolidated financial statements be included in the company’s Annual
Report on Form 10-K for the year ended December 31, 2018. Our Annual Report on Form 10-K was filed with the SEC on April 2, 2019.
Submitted
by members of the Audit Committee:
Hee
Chee Keong (Chairman)
Shum
Albert
Chuchottaworn
Srirat
Compensation
Committee
Our Compensation Committee
was established on March 17, 2017 and currently consists of Mr. Hee Chee Keong and Mr. Shum Albert. Mr. Hee Chee Keong serves as
chair of the Compensation Committee. The Compensation Committee did not meet in person at any time during 2018, but did act by
written consent on one occasion. The Compensation Committee will be responsible for, among other matters:
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reviewing
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;
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administering
incentive and equity-based compensation;
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reviewing
and approving employment agreements and other similar arrangements between us and our executive officers; and
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appointing
and overseeing any compensation consultants or advisors.
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Corporate
Governance and Nominating Committee
Our
Corporate Governance and Nominating Committee was established on March 17, 2017 and currently consists of Mr. Hee Chee Keong and
Mr. Shum Albert. Mr. Shum Albert serves as chair of the Corporate Governance and Nominating Committee. The Corporate Governance
and Nominating Committee did not meet in person at any time during 2018, but did act by written consent on one occasion. The
Corporate Governance and Nominating Committee will be responsible for, among other matters:
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selecting
or recommending for selection candidates for directorships;
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evaluating
the independence of directors and director nominees;
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reviewing
and making recommendations regarding the structure and composition of our board and the board committees;
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developing
and recommending to the board corporate governance principles and practices;
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reviewing
and monitoring the Company’s Code of Business Conduct and Ethics; and
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overseeing
the evaluation of the Company’s management.
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Identifying
and Evaluating Nominees
In
considering candidates for membership on the Board of Directors, the Corporate Governance and Nominating Committee will take into
consideration the needs of the Board of Directors and the candidate’s qualifications. The Corporate Governance and Nominating
Committee will request such information as:
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The
name and address of the proposed candidate;
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The
proposed candidates resume or a listing of his or her qualifications to be a director of the Company;
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A
description of any relationship that could affect such person’s qualifying as an independent director, including identifying
all other public company board and committee memberships;
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A
confirmation of such person’s willingness to serve as a director if selected by the Board of Directors; and
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Any
information about the proposed candidate that would, under the federal proxy rules, be required to be included in the Company’s
proxy statement if such person were a nominee.
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Once
a person has been identified by the Corporate Governance and Nominating Committee as a potential candidate, the Corporate Governance
and Nominating Committee may collect and review publicly available information regarding the person to assess whether the person
should be considered further. Generally, if the person expresses a willingness to be considered and to serve on the Board of Directors
and the Corporate Governance and Nominating Committee believes that the candidate has the potential to be a good candidate, the
Corporate Governance and Nominating Committee would seek to gather information from or about the candidate, including through
one or more interviews as appropriate and review his or her accomplishments and qualifications generally, including in light of
any other candidates that the Corporate Governance and Nominating Committee may be considering. The Corporate Governance and Nominating
Committee’s evaluation process does not vary based on whether the candidate is recommended by a shareholder.
The
Corporate Governance and Nominating Committee will, from time to time, seek to identify potential candidates for director nominees
and will consider potential candidates proposed by the Board of Directors and by management of the Company. There is no specific
board diversity policy in place presently.
Communications
with Our Board
Stockholders
and interested parties who wish to contact our Board, a committee thereof, the presiding non-management director of executive
sessions or any individual director are invited to do so by writing to:
Board
of Directors of Greenpro Capital Corp.
c/o
Corporate Secretary
Room
1701-1703, 17/F, The Metropolis Tower
10
Metropolis Drive
Hung
Hom, Kowloon, Hong Kong
All
communications will be forwarded to our Board of Directors, the specified committee or the specified individual director, as appropriate.
Board
Leadership Structure and Role in Risk Oversight
Mr.
Lee Chong Kuang holds the positions of chief executive officer and chairman of the board of the Company. The board believes that
Mr. Lee’s services as both chief executive officer and chairman of the board is in the best interest of the Company and
its shareholders. Mr. Lee 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 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.
Management
is responsible for assessing and managing risk, subject to oversight by the board of directors. The board oversees our risk management
policies and risk appetite, including operational risks and risks relating to our business strategy and transactions. Various
committees of the board assist the board in this oversight responsibility in their respective areas of expertise.
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The
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 policies with respect to risk assessment and management
with respect to financial reporting.
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The
Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks.
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The
Corporate Governance and Nominating Committee overviews risks relating to our governance policies and initiatives.
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Family
Relationships
There
are no family relationships between any of our directors or executive officers.
Involvement
in Certain Legal Proceedings
No
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:
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Any
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;
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Any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
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Being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities;
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Being
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;
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Being
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; or
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Being
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.
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Certain
Relationships And Related Transactions
Except
as set forth below, we have not been a party to any transaction since January 1, 2017, 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.
Our
policy is that a contract or transaction either between the Company and a director, or between a director and another company
in which he is financially interested is not necessarily void or void-able if the relationship or interest is disclosed or known
to the board of directors and the board of directors is entitled to vote on the issue.
Transactions
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.
Related
party transactions amounted to $ $420,730 and $329,645 for the years ended December 31, 2018 and 2017, respectively, in service
revenue and rental revenue.
Our related parties are
those companies where Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain percentage of the shares of
such companies, and companies that we have determined that we can significantly influence over those companies in making financial
and operating policy decisions. Some of the related parties are either controlled by or under common control of Mr. Loke Che Chan,
Gilbert or Mr. Lee Chong Kuang, the director of the Company and the other entity. One of the related parties is controlled by
Ms. Chen Yanhong, a director of one of our subsidiaries.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission
and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written
representations by our officers and directors regarding their compliance with applicable reporting requirements under Section
16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10%
stockholders were met during the year ended December 31, 2018.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
Set
forth below is information regarding the compensation paid during the year ended December 31, 2018 and 2017 to our principal executive
officer and principal financial officer, who are collectively referred to as “named executive officers” elsewhere
in this proxy statement.
Name and Principal Position
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Year
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Salary ($)
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Total ($)
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Lee Chong Kuang
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2018
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156,000
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24,000
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|
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180,000
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Chief Executive Officer and President
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2017
|
|
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156,000
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24,000
|
|
|
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180,000
|
|
|
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|
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|
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|
Loke Che Chan Gilbert
|
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2018
|
|
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156,000
|
|
|
|
24,000
|
|
|
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180,000
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|
Chief Financial Officer, Treasurer and Secretary
|
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2017
|
|
|
|
156,000
|
|
|
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24,000
|
|
|
|
180,000
|
|
Employment
Agreements
Each
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, 2017. The new employment agreements came into effect on September 1, 2017 and will
expire on August 31, 2020. The terms of the agreements are the same as that of the existing employment agreements.
Under
the terms of the agreements, each of Messrs. Loke and Lee will receive a monthly salary equal to $13,000, and a monthly housing
allowance of $2,000, both which may also be payable in Hong Kong Dollars.
Messrs.
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.
Outstanding
Equity Awards At Fiscal Year-End
None.
Director
Compensation
During
our fiscal years ended December 31, 2018 and 2017, we provided $500 per month as compensation to our independent directors, including
Hee Chee Keong, Shum Albert and Chuchottaworn, Srirat, who serve on the audit committee.
We
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 are serving in the audit committee. These independent directors in the audit committee
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.
Our
Board of Directors unanimously recommends that you vote “FOR” all of the nominees listed above.
PROPOSAL
NO. 2
RATIFICATION
OF SELECTION OF AUDITORS
The
Board of Directors has appointed Weinberg & Company P.A. (“Weinberg”) to audit our consolidated financial statements
for the fiscal year ending December 31, 2018. Weinberg has served as our independent registered public accounting firm since December
2017. Anton & Chia, LLP (“A&C”) served as our independent registered public accounting firm from fiscal 2015
to December 31, 2017. We do not expect representatives of Weinberg to be present at our annual meeting of the shareholders.
We
are not required to submit the selection of our independent registered public accounting firm for stockholder approval. If the
stockholders do not ratify the selection of Weinberg as our independent auditors for the fiscal year ending December 31, 2019,
our Board of Directors will evaluate what would be in the best interests of the Company and our stockholders and consider whether
to select new independent auditors for the current fiscal year or whether to wait until the completion of the audit for the current
fiscal year before changing independent auditors.
Audit
Fees
The
following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for
the fiscal years ended December 31, 2018 and 2017. On December 18, 2017, we engaged Weinberg as our principal accountant and dismissed
A&C from that role. The change in the Company’s principal accountant was approved by the Company’s Audit Committee.
The accounting fees and services charged by Weinberg and A&C for 2018 and 2017 are shown separately in the following two tables.
Weinberg
& Company P.A.
ACCOUNTING FEES AND SERVICES
|
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2018
|
|
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2017
|
|
|
|
|
|
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|
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Audit fees
|
|
$
|
130,000
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|
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$
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160,000
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Audit-related fees
|
|
|
-
|
|
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|
-
|
|
Tax fees
|
|
$
|
-
|
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|
$
|
-
|
|
All other fees
|
|
|
-
|
|
|
|
-
|
|
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|
|
|
|
|
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Total
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$
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130,000
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$
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160,000
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Anton
& Chia, LLP
ACCOUNTING FEES AND SERVICES
|
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2018
|
|
|
2017
|
|
|
|
|
|
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Audit fees
|
|
$
|
-
|
|
|
$
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37,500
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|
Audit-related fees
|
|
|
-
|
|
|
|
-
|
|
Tax fees
|
|
$
|
-
|
|
|
$
|
-
|
|
All other fees
|
|
|
-
|
|
|
|
-
|
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Total
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$
|
-
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$
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37,500
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|
The
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.
The
category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
The
category of “Tax services” includes tax compliance, tax advice, tax planning.
The
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 auditor and the provision for such services by Weinberg
& Company P.A. Certified Public Accountants were compatible with the maintenance of the firm’s independence in the conduct
of its audits.
Pre-approval
Policies and Procedures
Consistent
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 were filed as Exhibit 99.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the
SEC on March 30, 2016.
Our
Board of Directors unanimously recommends that you vote “FOR” the proposal to ratify the appointment of Weinberg as
our independent registered public accounting firm for the fiscal year ending December 31, 2019.
PROPOSAL
3
ADVISORY
VOTE TO APPROVE EXECUTIVE COMPENSATION
Pursuant
to Securities Exchange Act Section 14A, we are submitting to shareholders an advisory vote to approve the compensation paid to
the Company’s named executive offices, as disclosed under the caption “Election of Directors—Executive Compensation”,
pursuant to Item 402 (m) through (q) of Regulation S-K, compensation tables, and narrative discussion.
The
advisory vote is not binding on the Company, the Board of Directors, or management; if executive compensation is not approved
by a majority of the votes cast, the Compensation Committee will take account of this fact when considering executive compensation
for future years.
A
majority of votes cast is required for advisory approval of executive compensation.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING ADVISORY RESOLUTION:
RESOLVED,
that the compensation paid to Company’s named executive officers, as disclosed under the caption Election of Directors—Executive
Compensation, pursuant to Item 402 (m) through (q) of Regulation S-K, compensation tables, and narrative discussion, be, and hereby
is, approved.
PLEASE
NOTE: If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on
this proposal, unless you direct the holder how to vote, by marking your proxy card or by following the instructions on the proxy
card to vote.
STOCKHOLDER
PROPOSALS
Stockholder
proposals intended to be included in the proxy statement for the next annual meeting must be received by Company by December 28,
2018. The persons authorized by the form of proxy to be sent in connection with the solicitation of proxies on behalf of Company’s
board of directors for next year’s annual meeting will vote in their discretion as to any matter of which Company has not
received notice by March 1, 2019. The form and substance of these proposals must satisfy the requirements established by the Company’s
Bylaws and the SEC, and the timing for the submission of any such proposals may be subject to change as a result of changes in
SEC rules and regulations.
DELIVERY
OF PROXY MATERIALS
Our
annual report to stockholders for the fiscal year ended December 31, 2018, including audited financial statements, accompanies
this Proxy Statement. Copies of our Annual Report on Form 10-K for fiscal 2018 are available from the Company without charge upon
written request of a stockholder. Copies of these materials are also available online through the Securities and Exchange Commission
at
www.sec.gov
. The Company may satisfy SEC rules regarding delivery of proxy statements and annual reports by delivering
a single proxy statement and annual report to an address shared by two or more Company stockholders. This delivery method can
result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only
one proxy statement and annual report to multiple stockholders who share an address, unless contrary instructions are received
prior to the mailing date. Similarly, if you share an address with another stockholder and have received multiple copies of our
proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of these
materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy statement
and/or annual report, as requested, to a stockholder at a shared address to which a single copy of these documents was delivered.
If you hold stock as a record stockholder and prefer to receive separate copies of a proxy statement or annual report either now
or in the future, please contact the Company’s Secretary at Room 1701-1703, 17/F, The Metropolis Tower, 10 Metropolis Drive,
Hung Hom, Kowloon, Hong Kong or by telephone at +(852) 3111-7718. If your stock is held through a brokerage firm or bank and you
prefer to receive separate copies of a proxy statement or annual report either now or in the future, please contact your brokerage
firm or bank.
FORWARD-LOOKING
STATEMENTS
This
Proxy Statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing
our expectations or beliefs regarding our company. These forward- looking statements include, but are not limited to, statements
regarding our business, anticipated financial or operational results and objectives. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,”
“intend,” “could,” “estimate,” “might,” or “continue” or the negative
or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by
their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including factors discussed in this and other filings of ours with the
SEC.
AVAILABLE
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission (the “
SEC
”). Any interested
party may inspect information filed by the Company, without charge, at the public reference facilities of the SEC at its principal
office at 100 F. Street, N.E., Washington, D.C. 20549. Any interested party may obtain copies of all or any portion of the information
filed by the Company at prescribed rates from the Public Reference Section of the SEC at its principal office at 100 F. Street,
N.E., Washington, D.C. 20549. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements
and other information regarding the Company and other registrants that file electronically with the SEC at http://www.sec.gov.
The
Company’s common stock is listed on The Nasdaq Capital Market and trades under the symbol “GRNQ”.
Greenpro Capital (NASDAQ:GRNQ)
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Greenpro Capital (NASDAQ:GRNQ)
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