SCHEDULE: Aureus Greenway Holdings CEO Entity Sells Shares, Company Secures Capital for Operations

ChiPing Cheung's controlled entity, Chrome Fields Asset Management LLC, reduced its stake in Aureus Greenway Holdings Inc. to 16.9% through a private stock sale, with a portion of the proceeds directed to the company for operations and management compensation.

Summary

• ChiPing Cheung, CEO and Director of Aureus Greenway Holdings Inc., and his controlled entity, Chrome Fields Asset Management LLC, reported beneficial ownership of 2,352,000 common shares, representing 16.9% of the company's outstanding common stock.
• This filing is an amendment to reflect a significant transaction that occurred on July 25, 2025, where Chrome Fields Asset Management LLC sold 2,000,000 common shares and 4,000,000 Series A preferred stock.
• The common shares were sold at $0.975 per share, totaling $1,950,000, and the Series A preferred stock at $0.01 per share, totaling $40,000.
• Prior to this sale, following a 1.25-for-1 reverse stock split on June 11, 2024, Chrome Fields Asset Management LLC held 4,352,000 common shares and 4,000,000 Series A preferred stock.
• The company was incorporated on December 22, 2023, and initially issued shares on January 17, 2024, including 5,440,000 common shares to Chrome Fields Asset Management LLC in exchange for rights to Pine Ridge Group Limited, a wholly-owned subsidiary.
• The company covenants to use $3 million of the proceeds from the Private Stock Purchase Agreement (PIPE SPA) to fund its operations for the twelve months following the agreement.
• The company also committed to retaining key management personnel, including Stephen Ching Ping Cheung, ChiPing Cheung, and Sam Wai Sing Lui, for at least twelve months post-closing, ensuring their employment in executive or managerial capacities and paying accrued salaries totaling $249,368 at closing.

Sentiment

Score: 6

Explanation: While the CEO's controlled entity reduced its stake, the transaction provides a significant capital injection to the company for operations and ensures the retention of key management, along with plans for an equity incentive program, which are positive for the company's stability and future alignment.

Positives

• The company is set to receive $3 million in proceeds from the PIPE SPA to fund its operations for the next twelve months, enhancing liquidity and operational stability.
• Key management personnel, including the CEO, are committed to remaining employed for at least twelve months, ensuring leadership continuity.
• Accrued and unpaid salaries for key management, totaling $249,368, will be paid in full at closing, potentially boosting morale and retention.
• The company plans to adopt an equity incentive plan within 60 days post-closing, including an initial grant of 1,500,000 common stock options to Mr. Stephen Ching Ping Cheung, which can align management incentives with shareholder interests.

Negatives

• ChiPing Cheung's controlled entity, Chrome Fields Asset Management LLC, significantly reduced its beneficial ownership percentage from an implied higher stake (post-split) to 16.9% of common stock, and fully divested its Series A preferred stock.

Risks

• Buyers acknowledge substantial risks incident to the purchase and ownership of the shares, including that the shares have not been registered under the Securities Act or any applicable state securities laws.
• Shares may not be transferred unless offered and sold pursuant to an effective registration statement or valid exemption, meaning buyers may not be able to readily offer, resell, transfer, pledge, or dispose of shares.
• Buyers may be required to bear the financial risk of an investment in the shares for an indefinite period of time, including the complete loss of such investment.

Future Outlook

The reporting persons are considering all options regarding their investment in Aureus Greenway Holdings Inc. and reserve the right to propose other transactions. The company covenants to use $3 million of the PIPE SPA proceeds to fund operations for the next twelve months and will ensure the continued employment of key management for the same period. Additionally, the company plans to adopt an equity incentive plan within 60 days post-closing, including a significant option grant to Mr. Stephen Ching Ping Cheung.

Management Comments

• ChiPing Cheung is the chief executive officer and director of Aureus Greenway Holdings Inc.

Industry Context

NA

Corporate Governance

Related Party Transactions

• ChiPing Cheung, the CEO and Director, controls Chrome Fields Asset Management LLC, which was a seller in the Private Stock Purchase Agreement.
• The Private Stock Purchase Agreement involves the company, existing shareholders (including Chrome Fields Asset Management LLC), and new buyers, with proceeds partly directed to the company and used to pay accrued compensation to key management, including ChiPing Cheung and Stephen Ching Ping Cheung.

Stakeholder Impact

• **Shareholders:** The transaction involves a significant change in beneficial ownership, with the CEO's controlled entity reducing its stake. New buyers are acquiring shares, potentially broadening the shareholder base. The capital injection into the company could support future growth and stability, indirectly benefiting shareholders.
• **Employees:** Key management personnel are guaranteed employment for at least twelve months, and their accrued salaries will be paid, providing stability and positive morale for leadership. The planned equity incentive plan could benefit employees through stock options.

Next Steps

• The company will file a Form 8-K disclosing the change in control.
• Each buyer will file a Schedule 13D reporting their acquisition of shares.
• The company and buyers will use reasonable best efforts to cause the company to adopt and obtain requisite shareholder approval for an equity incentive plan (Stock Option Plan) within sixty calendar days following the closing.
• The company will make an initial grant of 1,500,000 shares of common stock options to Mr. Stephen Ching Ping Cheung under the new Stock Option Plan.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership and a private capital raise. While the CEO's controlled entity reduced its stake, the transaction provides a significant capital injection to the company for operations and ensures the retention of key management, along with plans for an equity incentive program. These factors suggest improved operational stability and management alignment. However, without comprehensive financial performance data or a clear market valuation context, a 'hold' recommendation is appropriate, advising investors to await further financial disclosures before making a definitive investment decision.

Keywords

Aureus Greenway Holdings Inc., ChiPing Cheung, Chrome Fields Asset Management LLC, Schedule 13D, Beneficial Ownership, Stock Purchase Agreement, Private Placement, Common Stock, Series A Preferred Stock, Capital Raise, Corporate Governance, Management Compensation, Equity Incentive Plan