TEXT-EXTRACT 2 filename2.txt 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