Form DEF 14C Greenpro Capital Corp. For: Jul 05
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
☐ Preliminary Information Statement
☐ Confidential for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
☒ Definitive Information Statement
GREENPRO CAPITAL CORP.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
|☒||No fee required.|
|☐||Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.|
|1)||Title of each class of securities to which transaction applies:|
|2)||Aggregate number of securities to which transaction applies:|
|3)||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):|
|4)||Proposed maximum aggregate value of transaction:|
|5)||Total fee paid:|
|☐||Fee paid previously with preliminary materials.|
|☐||Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(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.|
|1)||Amount Previously Paid:|
|2)||Form, Schedule or Registration Statement No:|
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
Date First Mailed to Shareholders: July 12, 2022
To the Holders of Common Stock of Greenpro Capital Corp.:
On May 26, 2022, the board of directors of Greenpro Capital Corp. (the “Company”) adopted a resolution approving a certificate of amendment (the “Certificate of Amendment”) to the Company’s Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect, a reverse stock split of all outstanding shares of the Company’s common stock, $0.0001 par value, at a ratio of not less than 10-for-1 (the “Reverse Split”).
The Company obtained the written consent of shareholders holding greater than 50% of the voting securities of the Company as of May 26, 2022 (the “Majority Shareholders”) approving the Reverse Split. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions will not be effective, and a Certificate of Amendment to our Articles of Incorporation effectuating the Reverse Split will not be filed with the Secretary of State of Nevada, until twenty (20) days after the date this Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to each of the Company’s shareholders. A form of the Certificate of Amendment is attached hereto as Annex A.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION.
This Information Statement will serve as written notice to shareholders of the Company pursuant to NRS 78.320 of the Nevada Revised Statutes of action by written consent in lieu of a special meeting of shareholders taken by certain of our shareholders holding greater than a majority in interest of our voting securities. No action is required by you. The accompanying information statement is furnished only to inform our shareholders of the actions described above before they take place in accordance with the requirements of United States federal securities laws. This Information Statement is being mailed on or about July 12, 2022, to all of the Company’s shareholders of record as of the close of business on June 17, 2022.
|June 17, 2022|
By Order of the Board of Directors
|/s/ Lee Chong Kuang|
|Lee Chong Kuang|
|President and Chief Executive Officer|
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF GREENPRO CAPITAL CORP.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
June 17, 2022
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
Greenpro Capital Corp., a Nevada corporation (the “Company,” “we, “us,” or “our”), is sending you this Information Statement solely for purposes of informing our shareholders of record as of May 26, 2022 (the “Record Date”) of action taken by our shareholders by less than unanimous written consent in lieu of a special meeting of shareholders. No action is requested or required on your part.
This Information Statement is being mailed on or about July 12, 2022. The Company’s principal executive offices are located at B-7-5, Northpoint Office, Mid Valley City, No. 1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia, and the Company’s telephone number is +60 3 2201-3192.
REVERSE STOCK SPLIT
On May 26, 2022, Greenpro Capital Corp., a Nevada corporation (the “Company”) obtained the unanimous written consent of its board of directors (“Board”) and on June 9, 2022, the written consent of shareholders holding greater than 50% of the voting securities of the Company (the “Majority Shareholders”) approving a certificate of amendment to the Company’s Restated Articles of Incorporation, as amended, to effect a reverse stock split of all outstanding shares of the Company’s common stock, $0.0001 par value, at a ratio of 10-for-1 (the “Reverse Split”).
Upon the filing with, and acceptance of the Certificate of Amendment by, the Secretary of State of Nevada, the outstanding shares of our common stock will be reclassified and combined into a lesser number of shares such that one share of our common stock will be issued for ten shares pursuant to the 10-for-one ratio adopted for the Reverse Split.
The effect of the Reverse Split upon the market price for the Company’s common stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of the Company’s common stock after the Reverse Split will rise in proportion to the reduction in the number of shares of common stock outstanding resulting from the Reverse Split. The market price of the Company’s common stock is also based on Company’s performance and other factors, some of which may be unrelated to the number of shares outstanding.
This description of the amendment to our Articles of Incorporation to effect the Reverse Split is only a summary of such amendment and is qualified in its entirety by reference to the actual text of the form of proposed Certificate of Amendment to our Articles of Incorporation attached as Annex A to this Information Statement.
Our common stock is currently listed on the Nasdaq Capital Market (the “Nasdaq”). In order for our common stock to continue to be listed on Nasdaq, we must satisfy various continued listing requirements of Nasdaq. If we are unable to meet Nasdaq continued listing requirements, our common stock will be subject to delisting. Under Nasdaq’s continued listing requirements, if the bid price of our common stock over a consecutive 30 trading-day period closed below $1.00 per share (the “Minimum Bid Price Requirement”), our common stock would be subject to delisting by Nasdaq.
On January 3, 2022, the Company received notice from Nasdaq that, because the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market pursuant to the Nasdaq Listing Rule 5550(a)(2). However the Nasdaq Listing Rules also provide the Company a compliance period of 180 calendar days (i.e. by July 5, 2022) in which to regain compliance.
If at any time during this 180 day period, the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, the Company will be provided with written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance, it may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Nasdaq will inform that Company that it has been granted an additional 180 calendar days. However if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, its common stock will be subject to delisting.
Purpose of the Proposed Reverse Split
The primary objective in approving and implementing the Reverse Split is to raise the per share trading price of our common stock to meet Nasdaq’s continued listing requirements. The Reverse Split should result in a higher per share trading price, which is intended to enable us to maintain the listing of our common stock on Nasdaq and generate continued or greater investor interest in our company.
Our Board believes that maintaining the listing of our common stock on Nasdaq is in the best interests of our company and our shareholders. If our common stock were delisted from Nasdaq, our Board believes such delisting could adversely affect the market liquidity of our common stock, decrease the market price of our common stock, adversely affect our ability to obtain financing for the continuation of our operations, and result in the loss of confidence in our company.
Once the Reverse Split is effective, we expect to satisfy the Minimum Bid Price Requirement for continued listing. However, despite implementation of the Reverse Split by our Board, there can be no assurance that the Reverse Split will result in our meeting and maintaining the $1.00 per share minimum price requirement. The effect of the Reverse Split upon the market price for our common stock cannot be predicted, and the history of similar reverse stock splits for companies in like circumstances is varied. The market price per share of our common stock after the Reverse Split may not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Split due to, among other reasons, our performance and other factors which may be unrelated to the number of shares outstanding. The common stock could also be delisted from Nasdaq if we fail to comply with one or more other continued listing requirements of Nasdaq.
Effect on Preferred Stock
We currently have 100,000,000 shares of preferred stock authorized. The amendment to the Articles of Incorporation will have no effect on the authorized preferred stock of our company.
Effect on Outstanding Common Stock and Authorized Common Stock
As a result of the Reverse Split, the number of outstanding shares of our common stock will be decreased proportionately in the split ratio of 10-for-one. As of the Record Date, the Company had 78,671,688 shares of common stock issued and outstanding. Based on the number of shares of common stock issued and outstanding as of the Record Date, immediately following the completion of the Reverse Split, the number of shares will be approximately 7,867,188. The number of our authorized shares will not be affected by the Reverse Split and will remain unchanged.
The Reverse Split will affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests in our company or proportionate voting power, subject to the treatment of fractional shares. No fractional shares will be issued in connection with the Reverse Split. Instead, shareholders who would otherwise hold fractional shares will be rounded up to the next whole share.
The Certificate of Amendment will not change the terms of our common stock. The shares of new common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. The common stock issued pursuant to the Reverse Split will remain fully paid and non-assessable. The Reverse Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements of the Exchange Act.
Following the Reverse Split, our common stock will continue to be listed on Nasdaq under the symbol “GRNQ” although it will be considered a new listing with a new CUSIP number to be obtained.
Our common stock has a par value of $0.0001 per share and the par value is not changing as a result of the implementation of the Reverse Split.
Possible Disadvantages of Reverse Split
We are required to implement the Reverse Split to maintain the minimum bid price per share needed for us to retain our Nasdaq listing. Nevertheless the following are some of the possible disadvantages of the Reverse Split:
|●||The reduced number of shares of our common stock resulting from the Reverse Split could adversely affect the liquidity of our common stock.|
|●||The Reverse Split could result in a significant devaluation of our market capitalization and the trading price of our common stock, on an actual or an as-adjusted basis. Other companies that have effected reverse stock splits have experienced such outcomes.|
|●||The Reverse Split may leave certain shareholders with one or more “odd lots,” which are stock holdings in amounts of less than 100 shares of our common stock. These odd lots may be more difficult to sell than shares of common stock in even multiples of 100, including due to increased brokerage commissions.|
|●||There can be no assurance that the market price per new share of our common stock after the Reverse Split will remain unchanged or increase in proportion to the reduction in the number of old shares of our common stock outstanding before the Reverse Split. For example, based on the closing market price of our common stock on June __ , 2022 of $__ per share of common stock and a Reverse Split ratio of 10-for-one, there can be no assurance that the post-Reverse Split market price of our common stock would be $__ per share or greater. Accordingly, the total market capitalization of our common stock after the Reverse Split may be lower than the total market capitalization before the Reverse Split and, in the future, the market price of our common stock following the Reverse Split may not exceed or remain higher than the market price prior to the Reverse Split.|
|●||While our Board believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not necessarily improve.|
|●||If the market price of our common stock declines after the Reverse Split, the percentage decline may be greater than would occur in the absence of the Reverse Split. The market price of our common stock will, however, also be based on our performance and other factors, which are unrelated to the number of shares outstanding.|
Procedure for Effecting Reverse Split and Exchange of Stock Certificates
The Reverse Split will become effective at such time as we file the Certificate of Amendment to our Restated Articles of Incorporation with the Secretary of State of Nevada, which will not occur prior to the date that is twenty (20) calendar days after the Definitive Information Statement is first sent or given to our shareholders.
As soon as practicable after the effective time of the Reverse Split, shareholders will be notified that the Reverse Split has been effected. If you hold shares of common stock in a book-entry form, our transfer agent’s system will automatically adjust the book position and issue a new book position post-Reverse Split.
Some shareholders hold their shares of common stock in certificate form or a combination of certificate and book-entry form. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you are a shareholder holding pre-split shares in certificate form, you exchange your certificate representing the pre-split shares of our common stock for a statement of holding or a new certificate. When you submit your certificate representing the pre-split unrestricted shares of our common stock, your post-split shares of our common stock will be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the number of post-split shares you own in book-entry form. We will no longer issue physical stock certificates unless you make a specific request for a share certificate representing your post-Reverse Split ownership interest. If you submit a certificate representing pre-split restricted shares of our common stock, you will receive a physical stock certificate representing post-Reverse Split shares of our common stock.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Beginning on the effective time of the Reverse Split, each certificate representing pre-Reverse Split shares will be deemed for all corporate purposes to evidence ownership of post-Reverse Split shares.
Shareholders holding our common stock in “street name” through a bank, broker, or other nominee should note that such banks, brokers, or other nominees may have different procedures for processing the consolidation than those that would be put in place by us for registered shareholders. If you hold your shares with such a bank, broker, or other nominee and if you have questions in this regard, you should contact your nominee.
We do not intend to issue fractional shares in connection with the Reverse Split. Therefore, we do not expect to issue certificates or book-entry interests representing fractional shares. Shareholders who otherwise would hold fractional shares because the number of shares of common stock they held before the Reverse Split would not be evenly divisible based upon the Reverse Split ratio will be rounded up to the next whole share
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, nominee for director, or officer of the Company, or associate of any of the foregoing persons, has any substantial interest, directly or indirectly, in the matter acted upon.
Pursuant to the Nevada Revised Statutes and our Articles of Incorporation, the affirmative vote of the holders of a majority of our outstanding common stock is sufficient to amend the Articles of Incorporation, which vote was obtained by the written consent of the Majority Shareholders as described herein. As a result, the amendment to the Articles of Incorporation has been approved and no further votes will be needed.
No Dissenter’s Rights
Under Nevada law, our shareholders are not entitled to dissenter’s rights with respect to our amendment to the Articles of Incorporation to effect the Reverse Split.
Federal Income Tax Consequences of the Reverse Split
The following summary of the federal income tax consequences of the Reverse Split is based on current law, including the Internal Revenue Code of 1986, as amended, and is for general information only. The tax treatment of a shareholder may vary depending upon the particular facts and circumstances of such shareholder, and the discussion below may not address all the tax consequences for a particular shareholder. For example, foreign, state, and local tax consequences are not discussed below. Accordingly, each shareholder should consult his or her tax adviser to determine the particular tax consequences to him or her of a Reverse Split, including the application and effect of federal, state, local, and/or foreign income tax and other laws.
Generally, a reverse stock split will not result in recognition of gain or loss for federal income tax purposes. The adjusted basis of the new shares of common stock will be the same as the adjusted basis of the common stock exchanged for such new shares. The holding period of the new, post-Reverse Split shares of the common stock resulting from implementation of the Reverse Split will include the shareholder’s respective holding periods for the pre-Reverse Split shares. A U.S. holder of common stock that receives cash in lieu of a fractional share of common stock pursuant to the Reverse Split will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis in the common stock surrendered that is allocated to such fractional share of common stock. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for such common stock surrendered exceeded one year at the effective time of the Reverse Split.
VOTING SECURITIES AND INFORMATION ON CONSENTING SHAREHOLDERS
Pursuant to the Company’s Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the voting shares is required to effect the action described herein. As of the Record Date, the Company had 78,671,688 shares of common stock issued and outstanding and entitled to vote, which for voting purposes are entitled to one vote per share.
The consenting shareholders identified below are the beneficial owners of a total of 41,483,443 shares of common stock which represent approximately 53.62% of the total number of voting shares. The consenting shareholders voted in favor of the actions described herein in a written consent, dated June 9, 2022. No consideration was paid for the consent. The consenting shareholder’s name, affiliations with the Company and beneficial holdings are as follows:
|Voting Shareholder||Affiliation||Number of Voting Shares||Percentage of Voting Shares|
|Lee Chong Kuang||President, Chief Executive Officer and Director||17,390,337||22.10||%|
|Loke Che Chan Gilbert||Chief Financial Officer and Director||10,650,838||13.54||%|
|Innovest Energy Fund1||None||3,000,000||3.81||%|
|Loke Mun Hang, Conrad||None||2,000,000||2.54||%|
|Loke Mun Foo, Sebastian||None||2,000,000||2.54||%|
|Yap Pei Ling||None||1,659,150||2.11||%|
|Lee Siu Kuen||None||385,000||0.49||%|
|Teh Yuk Man Margaret||None||326,891||0.42||%|
|Tam Pak Yin Philip||None||268,289||0.34||%|
|Greenpro Talents Ltd4||None||251,438||0.32||%|
|Dennis Eugene Burns||None||200,000||0.26||%|
1. Innovest Energy Fund is a Cayman Islands exempt company wholly-owned by True Giant Holdings Limited, a Seychelles company. Silverman Noah Eric is the sole shareholder and director of True Giant Holdings Limited and has sole voting and disposition powers over these shares.
2. G-Invest Corporation is a Seychelles corporation whose sole shareholder is Woo Shuk Fong. Ms. Woo has sole voting and disposition rights over these shares.
3. Yap Pei Ling is the wife of Lee Chong Kuang. She is a consultant to Asia UBS Global Limited and through Bright Interlink Sdn. Bhd., a Malaysian company in which she is the sole director and shareholder, acts as a consultant to our subsidiary, Greenpro Resources Sdn. Bhd.
4. Greenpro Talents Ltd is a Panama corporation whose sole shareholder is Greenpro International Foundation. The Foundation comprises three unrelated individuals, namely, Au Pak Lun Patrick, Yip Hoi Hing Peter and Sirichotepong Rateewan.
Shareholders Sharing an Address
The Company will deliver only one copy of this Information Statement to multiple shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders. Furthermore, the Company undertakes to deliver promptly, upon written or oral request, a separate copy of this Information Statement to a shareholder at a shared address to which a single copy of this Information Statement is delivered. A shareholder can notify us that the shareholder wishes to receive a separate copy of this Information Statement by contacting by calling +60 3 2201-3192 or by writing to the Company at B-7-5, Northpoint Office, Mid Valley City, No. 1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia Attention: Chief Executive. Conversely, if multiple shareholders sharing an address receive multiple Information Statements and wish to receive only one, such shareholders can notify the Company at the address or phone number set forth above. The entire cost of furnishing this Information Statement will be borne by the Company.
We are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Washington, DC 20549. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
A copy of any public filing is also available, at no cost, by writing to Greenpro Capital Corp., B-7-5, Northpoint Office, Mid Valley City, No. 1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
This Information Statement is provided to the holders of common stock of the Company only for information purposes in connection with the Reverse Split and the amendment to the Articles of Incorporation, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN ACTIONS TAKEN BY THE MAJORITY SHAREHOLDERS.
|June 17, 2022||
By Order of the Board of Directors
|/s/ Lee Chong Kuang|
|Lee Chong Kuang|
|President and Chief Executive Officer|
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