United States securities and exchange commission logo
August 16, 2021
Lee Chong Kuang
Chief Executive Officer
Greenpro Capital Corp.
B-7-5, Northpoint Office
Mid Valley City, No.1 Medan Syed Putra Utara
59200 Kuala Lumpur, Malaysia
Re: Greenpro Capital
Corp.
Registration
Statement on Form S-3
Filed August 4,
2021
File No. 333-258441
Dear Mr. Kuang:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed August 4, 2021
Prospectus Cover Page
1. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having
significant operations in China or Hong Kong. Your disclosure should
make clear whether
these risks could result in a material change in your operations and/or
the value of your
common stock or could significantly limit or completely hinder your
ability to offer or
continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless. Your disclosure should address how
recent statements and
regulatory actions by China s government, such as those related to
the use of variable
interest entities and data security or anti-monopoly concerns, has or
may impact the company
s ability to conduct its business, accept foreign investments, or
Lee Chong Kuang
Greenpro Capital Corp.
August 16, 2021
Page 2
list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
not necessarily be limited to, the risks highlighted on the prospectus
cover page.
Prospectus Summary
2. In your summary of risk factors, disclose the risks that being based
in or having
significant operations in China or Hong Kong poses to investors. In
particular, describe
the significant regulatory, liquidity, and enforcement risks with
cross-references to the
more detailed discussion of these risks in the prospectus. For
example, specifically
discuss risks arising from the legal system in China, including risks
and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change
quickly with little advance notice; and the risk that the Chinese
government may intervene
or influence your operations at any time, or may exert more control
over offerings
conducted overseas and/or foreign investment in China-based issuers,
which could result
in a material change in your operations and/or the value of your
common stock.
Acknowledge any risks that any actions by the Chinese government to
exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
Risk Factors
3. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common stock. Also,
given recent
statements by the Chinese government indicating an intent to exert more
oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
FirstName LastNameLee Chong Kuang
based issuers, acknowledge the risk that any such action could
significantly limit or
Comapany NameGreenpro
completely Capital
hinder your Corp.
ability to offer or continue to offer
securities to investors and
cause the value
August 16, 2021 Page 2 of such securities to significantly decline or be
worthless.
FirstName LastName
Lee Chong Kuang
FirstName LastNameLee
Greenpro Capital Corp. Chong Kuang
Comapany
August 16, NameGreenpro
2021 Capital Corp.
August
Page 3 16, 2021 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Katherine Wray, Staff Attorney, at 202-551-3483 or Jan
Woo, Legal
Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Benjamin A. Tan