Item
5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
May 6, 2019, the Board of Directors of Greenpro Capital Corp. (the “Company”), received notification from HEE, Chee
Keong (“Mr. Hee”) that effective on May 8, 2019, he would resign as a director of the Company. Mr. Hee
was Chair of the Audit Committee and the Compensation Committee, and also served on the Nominating and Corporate Governance Committee,
respectively. Mr. Hee’s resignation was not due to a disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
On
May 8, 2019, the Company appointed LOUIS, Ramesh Ruben (“Mr. Louis”), as an independent director to serve on
the Company’s board of directors (the “Board”). Mr. Louis’s appointment fills the vacancy on the Board
due to Mr. Hee’s departure. Mr. Louis will serve as Chair of the Audit Committee and the Compensation Committee and will
also serve on the Nominating and Corporate Governance Committee.
Mr.
Louis, aged 42, is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered
Certified Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner.
Mr. Louis has over 20 years of experience in accounting, auditing and risk management ranging from large public listed
companies to multinational corporations, government agencies as well as SME’s in a spectrum of industries including plantation,
property development, manufacturing, trading, IT, shipping, retailing, etc. He started his career at Arthur Andersen, and subsequently
moved to BDO. He also has experience in corporate finance with Southern Investment Bank Berhad. Mr. Louis has hands-on experience
on other corporate exercises such as due diligence, IPO’s, issuance of bonds, corporate & debt restructuring and investigative
audit. His training and advisory experience includes topics on Internal & Statutory Auditing, Public Sector/Government Audits,
Value-for-Money Audits, ISQC 1, Risk Management & Internal Controls, Review and Assurance Engagements such as Financial Due
Diligence, Forecasts & Projections, Forensic & Fraud Accounting/Auditing, as well as practical application of International
Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS).
He has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals and public sector
institutions. Mr. Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia.
Mr.
Louis graduated from National University of Malaysia with a bachelor’s degree in Accounting. He earned an MBA from the University
of Strathclyde, United Kingdom, graduated with a distinction in 2012. He is currently pursuing his Doctor of Philosophy in University
of Malaya.
Mr.
Louis does not have any family relationships with any of the Company’s directors or executive officers, or any person
nominated or chosen by the Company to become a director or executive director. Mr. Louis is not a party to any transactions
listed in Item 404(a) of Regulation S-K. Mr. Louis beneficially owns 4,000 shares of the Company’s common stock which
he purchased for $1,000 in the initial public offering of the Company’s common stock in 2014
.
His ownership represents less than one percent (1%) of the Company’s issued and outstanding shares as of the
date hereof.
As
compensation for services as an independent director, Mr. Louis shall receive a monthly fee of $1,200 in cash payable quarterly,
commencing on July 1, 2019.