XML 198 R13.htm IDEA: XBRL DOCUMENT v3.21.1
Other Investments
12 Months Ended
Dec. 31, 2020
Investments, All Other Investments [Abstract]  
Other Investments

NOTE 6 - OTHER INVESTMENTS

 

    As of     As of  
    December 31, 2020     December 31, 2019  
(A) Investment in equity securities without readily determinable fair values of affiliates:                
(1) Greenpro Trust Limited (a related party)   $ 51,613     $ 51,613  
(2) Other related parties     6,413,547       1,750  
(B) Stock option (a related party)     364,500       -  
(C) Cash surrender value of life insurance, net of policy loan     -       91,777  
Total   $ 6,829,660     $ 145,140  

 

(A) Investment in equity securities without readily determinable fair values of affiliates (related parties):

 

Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. During the year ended December 31, 2020, the Company did not recognize any fair value adjustments for equity securities without readily determinable fair values.

 

In addition, the Company held equity securities without readily determinable fair values that were recorded at cost. For these cost method investments, we recorded as other investments in our condensed consolidated balance sheets. We reviewed all of our cost method investments quarterly to determine if impairment indicators were present; however, we were not required to determine fair value of these investments unless impairment indicators exist. When impairment indicators exist, we generally used discounted cash flow analyses to that the fair values of our cost method investments approximated or exceeded their carrying values as of December 31, 2020. Our cost method investments had a carrying value of $6,465,160 as of December 31, 2020.

 

At December 31, 2020 and 2019, the carrying values of equity securities without readily determinable fair values are as follows:

 

    As of     As of  
    December 31, 2020     December 31, 2019  
                 
Original cost   $ 6,839,389     $ 430,527  
Unrealized gains (losses)     -       -  
Provision for impairment or decline in value     (374,229 )     (377,164 )
Equity securities without readily determinable fair values, net   $ 6,465,160     $ 53,363  

 

(1) Greenpro Trust Limited (a related party)

 

At December 31, 2020 and 2019, the Company had an approximately 11% interest in Greenpro Trust Limited with an investment value of $51,613 which was recorded at cost, approximates fair value. Greenpro Trust Limited (“GTL”) is a company incorporated in Hong Kong and Messrs. Lee Chong Kuang and Loke Che Chan Gilbert are common directors of GTL and the Company.

 

(2) Other related parties

 

(a) (i) Millennium Sapphire

 

On May 27, 2020, the Company entered into a purchase and sale agreement with Mr. Daniel McKinney (“Mr. McKinney”), a sole owner of a 12.3-kilogram carved natural blue sapphire (the “Millennium Sapphire”), pursuant to which the Company agreed to acquire a 4% interest in the Millennium Sapphire from Mr. McKinney, and Mr. McKinney agreed to sell the 4% interest in the Millennium Sapphire to the Company. As consideration thereto, on June 15, 2020, the Company issued an aggregate of 4,444,444 restricted shares of its Common Stock, including 2,000,000 restricted shares of Common Stock to Mr. McKinney and 2,444,444 restricted shares to his designees. The aggregate of 4,444,444 restricted shares of Common Stock issued by the Company, representing an aggregate purchase price of $4,000,000 (approximately $0.90 per share) based on the 4% interest of an appraised value of the Millennium Sapphire of $100,000,000 by an independent appraiser, Mr. Pascal Butel on March 9, 2020. The investment was recognized at historical cost of $4,000,000 under other investments. This 4% interest in the Millennium Sapphire was sold to Millennium Fine Art Inc. (“MFAI”) on June 29, 2020.

 

(a) (ii) Millennium Fine Art Inc.

 

On June 29, 2020, the Company entered into a purchase and sale agreement with the Company’s subsidiary, Millennium Fine Art Inc. (“MFAI”), pursuant to which the Company agreed to sell its 4% ownership interest in the Millennium Sapphire to MFAI and MFAI agreed to acquire the 4% ownership of the Millennium Sapphire from the Company. As consideration thereto, on July 1, 2020, MFAI issued 2,000,000 restricted shares of its Class B common stock to the Company valued at $5,000,000 ($5 per share), in which 1,000,000 shares were retained by the Company and the other 1,000,000 shares were reserved as a dividend to the shareholders of the Company. The Company expects to distribute these 1,000,000 shares to its shareholders in 2021. A gain on disposal of $1,000,000 was recorded at the Company level but was eliminated upon consolidation.

 

On July 1, 2020, MFAI issued 19,200,000 restricted shares of its Class A common stock to the majority owner of the Millennium Sapphire, Mr. McKinney valued at $96,000,000 ($5 per share) to acquire the remaining 96% interest in the Millennium Sapphire. MFAI is an investment company and has a 100% interest in the Millennium Sapphire. Upon completion of the transactions, MFAI was no longer a subsidiary of the Company.

 

As of December 31, 2020, the Company owns 2,000,000 shares of Class B common stock of MFAI recognized at historical cost of $4,000,000 under other investments, in which 1,000,000 shares were retained by the Company, representing approximately 5% of the issued and outstanding shares of MFAI and approximately 1% of total voting rights of MFAI. The other 1,000,000 shares were reserved as a dividend to the shareholders of the Company and the Company expects to distribute these 1,000,000 shares to its shareholders in 2021.

 

(b) Ata Plus Sdn. Bhd.

 

On July 8, 2020, Greenpro Venture Capital Limited, a subsidiary of the Company (“GVCL”) entered into an acquisition agreement with all of eight shareholders of Ata Plus Sdn. Bhd. and Ata Plus Sdn. Bhd., a company incorporated in Malaysia and a Recognized Market Operator (RMO) by the Securities Commission of Malaysia (“APSB”). Pursuant to the agreement, GVCL agreed to acquire 15% of the issued and outstanding share of APSB for a purchase price of $749,992. The purchase price was paid by the Company issuing to all shareholders of APSB approximately 457,312 restricted shares of the Company’s Common Stock, which was based on the average closing price of the Company’s Common Stock for the five trading days preceding the date of the agreement, $1.64 per share, on November 18, 2020. The investment was recognized at historical cost of $749,992 under other investments.

 

(c) Global Leaders Corporation

 

On August 30, 2020, Greenpro Venture Capital Limited, a subsidiary of the Company (“GVCL”) entered into a subscription agreement with Global Leaders Corporation, a Nevada corporation and its principal activities are providing training and consulting services to corporate clients in Hong Kong and China (“GLC”). Pursuant to the agreement, GVCL acquired 9,000,000 shares of common stock of GLC at a price of $900 or $0.0001 per share. The investment was recognized at historical cost of $900 under other investments.

 

(d) First Bullion Holdings Inc.

 

On October 19, 2020, the Company entered into a stock purchase and option agreement with Mr. Tang Ka Siu Johnny (“Mr. Tang”) and First Bullion Holdings Inc., a British Virgin Islands company (“FBHI”). Pursuant to the agreement, the Company agreed to acquire 10% of the issued and outstanding shares of FBHI for a purchase price of $1,000,000 by issuing approximately 685,871 restricted shares of the Company’s Common Stock to Mr. Tang, which was based on the average closing price of the Company’s Common Stock for the five trading days preceding the date of the agreement, $1.458 per share. On December 11, 2020, the Company issued 685,871 shares of its Common Stock to two designees of Mr. Tang at $1.458 per share. FBHI is in the business of banking, payment gateway, credit cards, debit cards, money lending, crypto trading and securities token offerings, with corporate offices in the Philippines and Hong Kong. The investment was recognized at historical cost of $1,000,000 under other investments.

 

Mr. Tang and FBHI also granted to the Company an option for 180 days following the date of the agreement to purchase an additional 8% of the issued and outstanding shares of FBHI (“Shares Purchase”), at an agreed valuation of FBHI equal to $20,000,000 (see (B) Stock option). 

 

(e) New Business Media Sdn. Bhd.

 

On November 1, 2020, the Company entered into an acquisition agreement with Ms. Lee Yuet Lye and Mr. Chia Min Kiat, shareholders of New Business Media Sdn. Bhd. New Business Media Sdn. Bhd., a Malaysian company involved in operating a Chinese media portal, which provides digital news services focusing on Asian capital markets (“NBMSB”). Pursuant to the agreement, Ms. Lee and Mr. Chia agreed to sell to the Company an 18% equity interest in NBMSB in consideration of a new issuance of 257,591 restricted shares of the Company’s Common Stock, valued at $411,120, $1.596 per share. The consideration was derived from an agreed valuation of NBMSB of $2,284,000, based on its assets including customers, fixed assets, cash and cash equivalents, liabilities as of November 1, 2020. The Company issued 257,591 shares of its Common Stock to Ms. Lee and Mr. Chia at a consideration of $411,120, $1.596 per share on November 30, 2020. The investment was recognized at historical cost of $411,120 under other investments.

 

(f) Adventure Air Race Company Limited

 

On December 21, 2020, Greenpro Venture Capital Limited, a subsidiary of the Company (“GVCL”) entered into a subscription agreement with Adventure Air Race Company Limited, a company incorporated in Nevada and is principally engaged in promoting and managing an air race series (“AARC”). Pursuant to the agreement, GVCL acquired 2,000,000 shares of common stock of AARC at a price of $200 or $0.0001 per share.

 

On December 22, 2020, GVCL entered another subscription agreement with AARC to acquire additional 996,740 shares of common stock of AARC at a price of $249,185 or $0.25 per share.

 

The aggregated investments were recognized at historical cost of $249,385 under other investments.

 

(g) Pentaip Technology Inc.

 

On December 29, 2020, Greenpro Venture Capital Limited, a subsidiary of the Company (“GVCL”) entered into a subscription agreement with Pentaip Technology Inc., a Nevada corporation and it uses artificial intelligence (AI) to provide investors and traders with financial data (“PTI”). Pursuant to the agreement, GVCL acquired 4,000,000 shares of common stock of PTI at a price of $400 or $0.0001 per share. The investment was recognized at historical cost of $400 under other investments.

 

(B) Stock option (a related party):

 

Pursuant to the stock purchase and option agreement of October 19, 2020, Mr. Tang Ka Siu Johnny (“Mr. Tang”) and First Bullion Holdings Inc. (“FBHI”) also granted to the Company an option for 180 days following the date of the agreement to purchase an additional 8% of the issued and outstanding shares of FBHI (“Shares Purchase”), at an agreed valuation of FBHI equal to $20,000,000. In consideration of acquisition of the option, the Company agreed to issue 250,000 restricted shares of the Company’s Common Stock to Mr. Tang, which shall constitute partial payment for the Shares Purchase should the Company elect to exercise the option. The Company’s exit strategies for many of its unlisted emerging market equity investments include long positions in option contracts, many of which are not considered derivative instruments under Subtopic 815-10 Derivatives and Hedging - Overall, because they general fail its net settlement criteria. As such, the option is not considered derivative instrument and the Company measures the option initially recognized at cost and subsequently measured at cost, less any other than temporary impairment by analogy to Subtopic 325-20. As these options are subsequently measured at cost, less impairment increases in their fair values are not recognized in the financial statements until they are exercised.

 

Pursuant to the agreement, the purchase price of the option shall be based on the average closing price of the Company’s Common Stock for the five trading days preceding the date of exercise of the option. On December 11, 2020, the Company issued 250,000 shares of its Common Stock to two designees of Mr. Tang based on the average closing price of the Company’s Common Stock for the five trading days preceding the date of the agreement, $1.458 per share. The option was recognized at historical cost of $364,500 under other investments.

 

(C) Cash surrender value of life insurance, net of policy loan:

 

On October 28, 2020, the Company redeemed a life insurance policy with a receipt of net cash surrender value of $93,717.

 

Impairment of other investments

 

For the year ended December 31, 2020 and December 31, 2019, there was no impairment of other investments recorded.