DEF 14A: Greenpro Capital Corp. Announces Annual Meeting of Stockholders to be Held on November 22, 2024
Proxy Statement
Greenpro Capital Corp. will hold its Annual Meeting of Stockholders on November 22, 2024, to elect directors and ratify the appointment of its independent registered public accounting firm.
Summary
- Greenpro Capital Corp. will hold its Annual Meeting of Stockholders on November 22, 2024, in Kuala Lumpur, Malaysia.
- The meeting's purposes include electing seven director nominees and ratifying the appointment of JP CENTURION & PARTNERS PLT as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- The Board of Directors recommends voting FOR all director nominees and FOR the ratification of the auditor appointment.
- The record date for determining stockholders eligible to vote is October 11, 2024.
- As of the record date, 7,575,813 shares of common stock were issued and outstanding, each entitled to one vote.
- A quorum requires the presence of holders of at least one-third of the outstanding common stock.
- The proxy statement was mailed to stockholders on or about October 17, 2024.
Sentiment
Score: 6
Explanation: The document is primarily procedural, outlining the agenda for the annual meeting. The presence of related party transactions and impairments tempers the sentiment.
Positives
- The Board of Directors is actively engaged in corporate governance, with established Audit, Compensation, and Corporate Governance and Nominating Committees.
- The Board has determined that Ms. Chuchottaworn, Mr. Chew, Mr. Han and Mr. Wong are independent directors, adhering to NASDAQ independence standards.
- The Audit Committee has a charter outlining its responsibilities, including overseeing accounting and financial reporting processes.
- The company provides a channel for stockholders and interested parties to communicate with the Board of Directors.
Negatives
- The company has engaged in significant related party transactions, including service revenue, cost of service revenue, and general and administrative expenses.
- There were impairments of related party investments of $4,982,000 for the year ended December 31, 2023.
- There were impairments of other receivables from related parties, Greenpro KSP Holding Group Company Limited was $60,000 and Greenpro Titan Capital Limited was $606,250 for the years ended December 31, 2023, and 2022 respectively.
- One executive officer, Chen, Yanhong, had a late report regarding transactions in common stock.
Risks
- Related party transactions could pose a conflict of interest and may not always be on terms as favorable as those with unrelated parties.
- Impairments of related party investments and receivables indicate potential issues with the value or collectability of these assets.
- The company's reliance on related party service revenue makes it vulnerable to changes in those relationships.
- The company's future performance is subject to risks and uncertainties, as indicated by the forward-looking statements disclaimer.
Future Outlook
The Proxy Statement contains forward-looking statements regarding the company's expectations and beliefs, which are subject to risks and uncertainties.
Management Comments
- The Board of Directors unanimously recommends that you vote FOR each of the nominees to our Board, and FOR Proposal 2 and that you allow our representatives to vote the shares represented by your proxy as recommended by our Board of Directors.
- The Board believes that Mr. Lokes services as both chief financial officer and chairman of the Board is in the best interest of the Company and its shareholders.
Industry Context
Proxy statements are standard documents for publicly traded companies, providing transparency and enabling shareholders to participate in corporate governance decisions. The election of directors and ratification of auditors are routine matters.
Comparison to Industry Standards
- The structure and content of this proxy statement are consistent with standard practices for US-listed companies.
- The director independence criteria align with NASDAQ requirements.
- The disclosure of related party transactions is in line with SEC regulations.
- Executive compensation levels are typical for small-cap companies, but the related party transactions warrant scrutiny.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Louis Ramesh Ruben | April 30, 2024 | Resigned | |
| Director | Glendening Brent Lewis | December 31, 2023 | Resigned | |
| Director | Bringuier Christophe Philippe Roland | May 31, 2024 | Resigned | |
| Independent Director | Chew, Chee Wah | June 1, 2024 | Appointed | |
| Independent Director | Han, Mean Kwong | March 1, 2024 | Appointed | |
| Independent Director | Wong, Christopher Yu Nien | June 1, 2024 | Appointed | |
| Non-executive Director | Independent Director | Sheth, Prabodh Kumar Kantilal H | June 1, 2024 | Re-designated |
Related Party Transactions
- During 2023, related party service revenue principally includes service revenue generated from Angkasa-X Holdings Corp. of $354,116, catTHIS Holdings Corp. of $326,195, Leader Capital Holdings Corp. of $258,250, Simson Wellness Tech. Corp. of $191,218 and Hypercube Inc. of $140,000, in aggregate representing approximately 89% of the related party service revenue and 38% of the service revenue for the year ended December 31, 2023.
- During 2023, related party general and administrative expenses include computer expenses paid to First Bullion Holdings Inc. of $21,780, consulting fees paid to Ms. Yap, Pei Ling, spouse of our Chief Executive Officer, Mr. Lee, Chong Kuang, of $37,799 and her wholly owned company, Bright Interlink Sdn. Bhd. of $15,762, management fees paid to Greenpro Global Capital Village Sdn. Bhd. of $44,475 and marketing expenses paid to catTHIS Holdings Corp. of $3,064.
- Impairment of other receivable from related parties, Greenpro KSP Holding Group Company Limited was $60,000 and Greenpro Titan Capital Limited was $606,250 for the years ended December 31, 2023, and 2022 respectively.
- Impairment of related party investments was $4,982,000 and $4,208,029 for the years ended December 31, 2023, and 2022, respectively.
- A reversal of impairment of related party investment, Innovest Energy Fund was $6,882,000 and $0 for the years ended December 31, 2023, and 2022, respectively.
Stakeholder Impact
- Shareholders have the opportunity to vote on key decisions, including the election of directors and the ratification of the auditor.
- The company's performance and governance practices impact shareholder value.
- The disclosure of executive compensation and related party transactions provides transparency to stakeholders.
- Employees are indirectly affected by the decisions made at the annual meeting and the overall governance of the company.
Next Steps
- Stockholders should review the proxy statement and vote on the proposals.
- The company will hold the Annual Meeting on November 22, 2024.
- The Board of Directors will consider the outcome of the votes and take appropriate action.
Key Dates
| Date | Description |
|---|---|
| July 19, 2013 | Lee, Chong Kuang served as Chief Executive Officer, President, and Director since this date. |
| July 19, 2013 | Loke, Che Chan Gilbert served as Chief Financial Officer, Treasurer and Director since inception on this date. |
| March 23, 2016 | Audit Committee was established. |
| March 17, 2017 | Compensation Committee was established. |
| March 17, 2017 | Corporate Governance and Nominating Committee was established. |
| July 28, 2020 | Mr. Loke, Che Chan Gilbert, and Mr. Lee, Chong Kuang, signed an employment agreement. |
| September 1, 2020 | The employment agreement came into effect. |
| January 28, 2021 | Mr. Loke and Lee signed a revised employment agreement. |
| July 21, 2021 | JP CENTURION & PARTNERS PLT (Centurion) has served as our independent registered public accounting firm since this date. |
| August 31, 2023 | Each of Mr. Loke, Che Chan Gilbert, and Mr. Lee, Chong Kuang, signed a new employment agreement. |
| September 1, 2023 | The employment agreement came into effect. |
| October 11, 2024 | Record date for determining stockholders entitled to vote at the Annual Meeting. |
| October 15, 2024 | Date of the Notice of Annual Meeting of Stockholders. |
| October 17, 2024 | Anticipated mailing date of the Proxy Statement to stockholders. |
| November 22, 2024 | Annual Meeting of Stockholders to be held at 10:00 a.m. local time. |
| June 19, 2025 | Deadline for stockholders to submit proposals for inclusion in the proxy statement for the next annual meeting. |
| September 2, 2025 | Deadline for the Company to receive notice of any matter to be brought before the next annual meeting. |
Keywords
Annual Meeting, Proxy Statement, Directors, Auditor Ratification, Corporate Governance, Related Party Transactions, Executive Compensation, Greenpro Capital Corp., Stockholders
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