Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Acquisition Agreement

On November 18, 2025, Greenpro Capital Corp. (the "Company") entered into an Acquisition Agreement (the "Acquisition Agreement") with Lim Chee Yin, an individual (the "Seller"). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the "Closing"), the Company will acquire 0.99% of Seller's shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands ("GTL"), equivalent to 10 shares of GTL (the "Acquisition").

Closing Consideration

Subject to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the "Effective Time"), the aggregate closing consideration to be issued by the Company to the Seller shall be US$1,200,000, to be satisfied with the issuance of 800,000 shares of the Company's common stock, par value $0.0001 per share (the "Greenpro Common Stock"), valued at US$1.50 per share (the "Consideration"). Such shares shall be restricted under Rule 144 of the Securities Act of 1933 (the "Securities Act").

Pursuant to Article 6.4 of the Acquisition Agreement, all 800,000 shares to be issued as Consideration will be held in escrow and will remain under the control of the Company until the Closing.

The shares of Greenpro Common Stock to be issued by the Company to the Seller pursuant to the Acquisition Agreement will be issued in a transaction exempt from the registration requirements in reliance upon Regulation D promulgated under the Securities Act.

The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, including authorization, enforceability, compliance with securities laws, absence of undisclosed liabilities, and the Seller's obligation to assist with Schedule 13D and other required SEC beneficial ownership filings.

Item 3.02. Unregistered Sales of Equity Securities

The issuance of 800,000 shares of Common Stock to the Seller as consideration for the Acquisition is being made in reliance on the exemption from registration provided by Rule 506 of Regulation D promulgated under the Securities Act of 1933. The securities issued will be "restricted securities" under Rule 144.