Greenpro Capital Navigates Global Expansion, Restructures VIE

TL;DR

**GRNQ's intricate web of subsidiaries and related-party acquisitions signals high operational complexity and potential governance risks, making it a speculative bet for traders.**

AI Summary

Greenpro Capital Corp. (GRNQ) reported an aggregate market value of voting and non-voting common equity held by non-affiliates of $7,592,303 as of June 30, 2025, based on a last reported sale price of $1.57 per share. As of March 30, 2026, there were 8,625,813 shares of Common Stock issued and outstanding. The company, incorporated in Nevada on July 19, 2013, provides financial consulting and corporate services, operating through numerous subsidiaries across Malaysia, Hong Kong, China, Belize, and Anguilla. Key business changes include the dissolution of a Variable Interest Entity (VIE) with Greenpro New Finance Academy Limited on April 20, 2020, which was subsequently restructured as a subsidiary. The company also consolidated Green-X Corp., a licensed asset platform operator in Labuan, Malaysia, on June 22, 2022. Risks include the availability and adequacy of cash flow, economic conditions, regulatory changes, and competition. The strategic outlook involves continued expansion of corporate advisory, financial consulting, and wealth management services through its diverse subsidiary network, including Greenpro Family Office Limited and Greenpro ESG Solutions Sdn. Bhd.

Why It Matters

Greenpro Capital's complex, multi-jurisdictional structure, with entities spanning from Nevada to Malaysia and Hong Kong, presents both opportunities and challenges for investors. The dissolution and restructuring of its VIE with Greenpro New Finance Academy Limited in 2020 could simplify its operational oversight and financial reporting, potentially reducing regulatory risk for investors. However, the company's reliance on acquisitions under common control, such as GRBVI and GVCL, highlights potential related-party transaction risks. For employees and customers, the diverse service offerings, from corporate advisory to insurance brokerage and family office services, indicate a broad market reach, but also suggest intense competition in each segment. The company's market capitalization of $7.59 million as of June 30, 2025, positions it as a smaller player in the financial services sector, making it susceptible to market volatility and competitive pressures from larger, more established firms.

Risk Assessment

Risk Level: high — The risk level is high due to the complex corporate structure involving numerous subsidiaries across multiple jurisdictions (e.g., Nevada, British Virgin Islands, Hong Kong, China, Malaysia, Belize, Anguilla), and a history of acquisitions from related parties, such as the acquisition of GRBVI from Messrs. Lee and Loke for $25,500 cash and 907,000 shares of restricted Common Stock. The dissolution and restructuring of the VIE with Greenpro New Finance Academy Limited, while potentially positive, adds to the historical complexity and suggests ongoing structural adjustments.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence on GRNQ's intricate corporate structure and related-party transactions. Given the high risk and complexity, a wait-and-see approach is advisable until clearer financial performance and simplified governance are demonstrated.

Key Numbers

• $7,592,303 — Aggregate market value of non-affiliate common equity (As of June 30, 2025, based on $1.57 per share)
• 8,625,813 — Shares of Common Stock outstanding (As of March 30, 2026)
• $1.57 — Last reported sale price per share (Used to calculate market value as of June 30, 2025)
• $25,500 — Cash consideration for GRBVI acquisition (Paid to Messrs. Lee and Loke on July 31, 2015)
• 907,000 — Restricted Common Stock shares issued for GRBVI acquisition (Issued to Messrs. Lee and Loke on July 31, 2015)
• $6,000 — Cash consideration for GVCL acquisition (Paid to Messrs. Lee and Loke on September 30, 2015)
• 1,326,000 — Restricted Common Stock shares issued for GVCL acquisition (Issued to Messrs. Lee and Loke on September 30, 2015)
• $1,081,704 — Aggregate purchase price for F&A companies (Based on $5.2 per share for 208,020 shares issued to Ms. Chen on September 30, 2015)
• $156,058 — Value of redeemed life insurance policy (Redeemed by GNFA on December 19, 2019)
• $39,638 — Net cash surrender value received by GNFA (After deducting loan balance and insurance expense from policy value on December 19, 2019)

Key Players & Entities

• Greenpro Capital Corp. (company) — Registrant issuer
• Mr. Lee Chong Kuang (person) — Director, CEO, President of Greenpro Capital Corp. and GRBVI, GVCL
• Mr. Loke Che Chan Gilbert (person) — Director, CFO, Secretary, Treasurer of Greenpro Capital Corp. and GRBVI, GVCL
• Ms. Yap Pei Ling (person) — Spouse of Mr. Lee, director and sole shareholder of A&G International Limited
• Ms. Chen Yanhong (person) — Sole shareholder of F&A companies, director of Greenpro Management Consultancy Limited
• Greenpro Resources Limited (company) — British Virgin Islands holding company, acquired by Greenpro Capital Corp.
• Greenpro Venture Capital Limited (company) — Anguilla holding company, acquired by Greenpro Capital Corp.
• Greenpro New Finance Academy Limited (company) — Hong Kong VIE, later restructured as a subsidiary
• Green-X Corp. (company) — Licensed asset platform operator in Labuan, Malaysia
• NASDAQ Capital Market (regulator) — Exchange where GRNQ Common Stock is registered

FAQ

Risk Factors

• Availability of Cash Flow [high — financial]: The company's ability to generate sufficient cash flow from operations is critical for its continued operations and expansion. A lack of adequate cash flow could materially and adversely affect its business, financial condition, and results of operations.
• Economic Conditions [medium — market]: Adverse changes in general economic conditions, including recessions, economic downturns, or other adverse macroeconomic developments, could negatively impact the company's business and financial performance.
• Regulatory Changes [medium — regulatory]: Changes in laws and regulations in the jurisdictions where the company operates could impact its business model, compliance costs, and profitability. This includes potential changes in financial services, corporate governance, and tax regulations.
• Competition [medium — market]: The company operates in a competitive environment with numerous players offering similar financial consulting and corporate services. Intense competition could lead to pricing pressures and reduced market share.
• Reliance on Subsidiaries [medium — operational]: The company's operations are conducted through numerous subsidiaries across various jurisdictions. Any disruption or underperformance in these subsidiaries could have a material adverse effect on the overall business.
• Cybersecurity Risks [medium — operational]: The company is subject to cybersecurity risks, including potential unauthorized access to sensitive data, business disruptions, and reputational damage. Effective cybersecurity measures are crucial to mitigate these risks.

Industry Context

Greenpro Capital Corp. operates in the financial consulting and corporate services sector, a highly competitive landscape characterized by a diverse range of players from large financial institutions to specialized boutique firms. The industry is influenced by global economic trends, evolving regulatory frameworks, and increasing demand for specialized services like ESG consulting and wealth management.

Regulatory Implications

The company's operations across multiple jurisdictions expose it to a complex web of regulations. Changes in financial services laws, tax policies, and corporate governance requirements in regions like Hong Kong, China, and Malaysia could significantly impact its compliance costs and business strategies.

What Investors Should Do

1. Monitor cash flow generation and liquidity metrics closely.
2. Assess the impact of regulatory changes in key operating regions.
3. Evaluate the competitive positioning and differentiation of its service offerings.
4. Analyze the performance and integration of its various subsidiaries.

Key Dates

• 2013-07-19: Company incorporated in Nevada, USA — Marks the official establishment of Greenpro Capital Corp.
• 2020-04-20: Dissolution and restructuring of VIE with Greenpro New Finance Academy Limited — Indicates a change in the company's corporate structure and operational control over a key entity.
• 2022-06-22: Consolidation of Green-X Corp. — Represents the integration of a licensed asset platform operator, expanding the company's service offerings and geographical reach in Malaysia.

Glossary

Variable Interest Entity (VIE)

A legal structure used by companies to bypass foreign ownership restrictions and consolidate entities that they do not legally own but control through contractual agreements. (The company restructured a VIE with Greenpro New Finance Academy Limited, indicating a significant change in its operational control and reporting structure.)

Non-affiliate common equity

Refers to the voting and non-voting common stock held by shareholders who are not considered insiders or affiliates of the company. (The aggregate market value of non-affiliate common equity is a key metric for assessing the company's public float and market valuation.)

Corporate advisory services

Professional services provided to businesses to help them improve their performance, solve problems, and achieve their goals. This can include strategic planning, mergers and acquisitions, and restructuring. (This is a core service offering of Greenpro Capital Corp., provided through various subsidiaries.)

Wealth management

A comprehensive financial service that integrates investment management with other financial planning services, such as tax planning, estate planning, and retirement planning. (Greenpro Family Office Limited offers these services, indicating a strategic focus on high-net-worth individuals and families.)

ESG Solutions

Services related to Environmental, Social, and Governance factors, which are increasingly important for corporate sustainability and investor relations. (The establishment of Greenpro ESG Solutions Sdn. Bhd. highlights the company's adaptation to evolving market demands and corporate responsibility trends.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text excerpt. Therefore, a comparison cannot be made at this time.

Key Financial Figures

• $0.0001 — nge on Which Registered Common Stock, $0.0001 par value GRNQ NASDAQ Capital Mark
• $1.57 — ased on the last reported sale price of $1.57 per share. (APPLICABLE ONLY TO CORPOR
• $0 — " refers to the common stock, par value $0.0001, of the Company; "HK" refers to
• $1 — irector, Mr. Lee, at a consideration of $1. On January 22, 2014, GHL acquired 2
• $2 — and Loke at a total consideration of HK$2 (approximately $0.26). On the same day
• $0.26 — al consideration of HK$2 (approximately $0.26). On the same day after this acquisitio
• $1,075,000 — dditional 1,075,000 shares to GHL for HK$1,075,000 (approximately $138,709). On June 30,
• $138,709 — to GHL for HK$1,075,000 (approximately $138,709). On June 30, 2014, GRHK acquired 100
• $2,943,298 — Mr. Lee, and his spouse, Ms. Yap, for HK$2,943,298 (approximately $379,780). GRSB is princ
• $379,780 — s. Yap, for HK$2,943,298 (approximately $379,780). GRSB is principally engaged in commer
• $156,058 — 019, GNFA redeemed the Policy valued at $156,058. After deducting the loan balance of $1
• $115,889 — 58. After deducting the loan balance of $115,889 and the insurance expense of $531 from
• $531 — f $115,889 and the insurance expense of $531 from the value of the Policy, GNFA rece
• $39,638 — received a net cash surrender value of $39,638. On July 28, 2017, Greenpro Financial
• $25,500 — of our restricted Common Stock and paid $25,500 in cash. At the time of the acquisiti

Filing Documents

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• 0001493152-26-013446.txt ( ) — 23522KB
• grnq-20251231.xsd (EX-101.SCH) — 85KB
• grnq-20251231_cal.xml (EX-101.CAL) — 102KB
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Business

Business 4 Item 1A.

Risk Factors

Risk Factors 35 Item 1B. Unresolved Staff Comments 64 Item 1C. Cybersecurity 64 Item 2.

Properties

Properties 65 Item 3.

Legal Proceedings

Legal Proceedings 65 Item 4. Mine Safety Disclosure 65 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 66 Item 6. [Reserved] 67 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 67 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 74 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 74 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 74 Item 9A.

Controls and Procedures

Controls and Procedures 74 Item 9B. Other Information 74 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 74 PART III Item 10. Directors, Executive Officers and Corporate Governance 75 Item 11.

Executive Compensation

Executive Compensation 81 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 81 Item 13. Certain Relationships and Related Transactions, and Director Independence 83 Item 14. Principal Accounting Fees and Services 86 PART IV Item 15. Exhibits, Financial Statement Schedules 87 Item 16. Form 10-K Summary 91

SIGNATURES

SIGNATURES 92 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following: The availability and adequacy of our cash flow to meet our requirements; Economic, competitive, demographic, business and other conditions in our local and regional markets; Changes or developments in laws, regulations or taxes in our industry; Actions taken or omitted to be taken by third parties, including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; Competition in our industry; The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; Changes in our business strategy, capital improvements or development plans; The availability of additional capital to support capital improvements and development; and Other risks identified in this Annual Report and in our other filings with the Securities and Exchange Commission ("SEC"). This Annual Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Annual Report are made as to the date of this Annual Report and should be evaluated with consideration of any changes occurring a

Business

Business Greenpro Capital Corp. (Nevada, USA) Provides financial consulting services and corporate services. Greenpro Resources Limited (British Virgin Islands) A holding company. Greenpro Holding Limited (Hong Kong) A holding company. Greenpro Resources (HK) Limited (Hong Kong) Holds intellectual property and currently holds six trademarks and related applications. Greenpro Resources Sdn. Bhd. (Malaysia) Holds investment in commercial real estate in Malaysia. Greenpro Management Consultancy Limited (China) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory services in China. Shenzhen Falcon Financial Consulting Limited (China) Provides Hong Kong company formation advisory services and company secretarial services and financial services. It focuses on clients in China. Greenpro ESG Solutions Sdn. Bhd. (formerly known as Greenpro Global Capital Sdn. Bhd.) (Malaysia) Provides corporate advisory services such as company review, bank loan advisory and bank products analysis services. Greenpro New Finance Academy Limited (formerly known as Greenpro Synergy Network Limited) (Hong Kong) Provides a borderless platform through networking events and programs in Hong Kong. Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited) (China) Provides corporate advisory services such as tax planning, cross-border listing solution and financial consulting for clients in China. 5 Asia UBS Global Limited (Hong Kong) Provides business advisory services with a focus on Hong Kong company formation advisory and company secretarial services, such as tax planning, bookkeeping and financial review. It focuses on Hong Kong clients. Asia UBS Global Limited (Belize) Provides business advisory services with a focus on offshore company formation advisory and company secretarial services, such as tax planning, bookkeeping and financial review

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