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EX-10.1 - Greenpro Capital Corp.ex10-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

May 25, 2016

 

Commission file number 333-193565

 

GREENPRO CAPITAL CORP.

(Exact name of registrant as specified in its charter)

(f/k/a GREENPRO INC.)

 

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

 

98-1146821   7374
(IRS Employer Identification Number)   (Primary Standard Industrial Classification Code Number)

 

Room 2201, 22/F Malaysia Building

50 Gloucester Road

Wanchai, Hong Kong

(852) 3111 7718

(Address & telephone number of principal executive offices)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 

 

 
 

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On May 20, 2016, Greenpro Capital Corp. (the “Company”) completed the issuance and sale of an aggregate of 257,500 shares at a price of $1.60 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Fortune Wealth (Asia) Limited, Bosy Consultancy Sdn Bhd and Dongjia Holdings Limited (Collectively known as the “investors”), pursuant to the Subscription Agreements dated as of May 20, 2016 between the Company and the investors. Fortune Wealth (Asia) Limited purchased 145,000 shares, Bosy Consultancy Sdn Bhd purchased 62,500 shares while Dongjia Holdings Limited purchased 50,000 shares respectively. The net proceeds to the Company amounted to $412,000. The $412,000 in proceeds went directly to the Company as working capital.

 

The shares sold in the private placement were issued in reliance on an exemption from registration under Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”). The bases for the availability of this exemption include the facts that the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. 

 

Item 9.01 Financial Statements And Exhibits

 

(a) Financial Statements of Business Acquired.

 

Not applicable

 

(b) Pro Forma Financial Information.

 

Not applicable

 

(d) Exhibits.

 

Exhibit No.  

Description

     
10.1   Form of Subscription Agreement dated as of May 20, 2016

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GREENPRO CAPITAL CORP.
  (Name of Registrant)
     
Date: May 25, 2016
     
  By: /s/ Lee Chong Kuang
  Name: Lee Chong Kuang
  Title: Chief Executive Officer, President, Director (Principal Executive Officer)
     
Date: May 25, 2016 
     
  By: /s/ Loke Che Chan, Gilbert
  Name:  Loke Che Chan, Gilbert
  Title: Chief Financial Officer, Secretary, Treasurer, Director (Principal Financial Officer, Principal Accounting Officer)