How Kok Choong

About How Kok Choong

Founder and long-tenured leader of Agape ATP Corporation, serving as Chief Executive Officer, President, Chief Operating Officer, Chairman of the Board, Director, and Secretary since 2016; age 61 as disclosed in FY2024 10-K . He has >20 years in senior management in health and wellness, previously at San Hin Group; education includes Master’s and Doctorate in Business Administration (Newport University, 1997/2000) and an Adjunct Professorship (Management) at University Geomatika Malaysia in 2024 . He also holds multiple board-level roles, concentrating power (CEO + Chairman + Secretary), with no indication he sits on any board committees (committees are fully independent and chaired by independent directors) .

Company performance context (recent fiscal years):

• Revenue declined to $1.32M in FY2024 from $1.43M in FY2023, while EBITDA losses widened (table below). Revenue figures per filings; EBITDA/Net Income from SPGI data . EBITDA and Net Income values are marked with an asterisk and sourced from S&P Global.

Past Roles

External Roles

Fixed Compensation

• FY2024 total salary: $403,012; FY2023: $258,005; FY2022: $289,957. No stock compensation, option awards, non-equity incentive plan compensation, non-qualified deferred comp earnings, or “other” compensation reported for these years .
• Disclosed monthly base salary set at $33,333 (FY2024 10-K) and previously $19,726 (FY2023 10-K) .

Performance Compensation

Policy framework (no formulaic payouts disclosed):

• Board may grant discretionary incentive bonuses based on “current business objectives and growth” and the “amount of revenue” generated (explicitly cited as a key consideration); no such bonuses are disclosed for the CEO in 2022–2024 .
• No stock option grants to executive officers since incorporation; the company currently has no equity compensation plan in place .

Equity Ownership & Alignment

• Beneficial ownership snapshots (note the company’s own inconsistent share count disclosures across filings):
  • As of Dec 31, 2024: 979,876 shares; 24.6% of 3,989,056 outstanding .
  • As of Jan 8, 2025 (DEF 14A Special Meeting): 19,608,998 shares; 25.99% (table states basis of 17,754,222 outstanding; figures in that table appear internally inconsistent) . The Special Meeting notice elsewhere in the same DEF 14A cites 3,989,956 shares outstanding as of the same date .
• Post-transaction dilution: If the proposed 46,000,000 Regulation S share issuance closes, management discloses Dr. How’s beneficial ownership would decrease to 1.96% .
• Equity plan: none in place; options outstanding: none; RSUs/PSUs: none; pledged/hedged shares: not disclosed .

Related-party history relevant to alignment:

• In 2020, ATPC acquired ~99.99% of Agape Superior Living Sdn Bhd from Dr. How for total consideration of $1.714M (later amended to $1.804M), satisfied via offsetting a loan receivable and issuing common stock valued using a $6.50 price; details provided in Item 13 .

Ownership policies:

• Stock ownership guidelines: not disclosed.
• Hedging/pledging prohibitions: not disclosed.
• Equity vesting schedule: not applicable (no equity awards) .

Employment Terms

• Role commencement: CEO/President/COO/Chairman/Secretary since 2016; Director since 2017 .
• Contract terms (duration, auto-renewal, non-compete/non-solicit), severance and change-in-control provisions: not disclosed in the filings reviewed (no CIC/severance schedules found; search returned no matching clauses) .

Board Governance

• Roles: CEO, President, COO, Chairman, Director, Secretary; also signs 8-Ks as Principal Executive Officer, indicating concentration of executive authority and board leadership in one individual .
• Board committees (independent membership and chairs):
  • FY2023/FY2024 pre-Q4 turnover: Audit (Chair: Louis), Compensation (Chair: Vong), Nominating (Chair: Chee); all members independent .
  • Post-October/November 2024 refresh: Audit (Members: Louis [Chair], Natih, Rose), Compensation (Members: Louis, Natih [Chair], Rose), Nominating (Members: Louis, Natih, Rose [Chair]); CEO not on committees .
• Independent directors on current board: Louis, Natih, Rose; board affirms their independence .
• 2024 annual meeting re-appointment: Dr. How received 42,928,995 votes for (99.68% of votes cast), with 130,529 withheld .

Director Compensation (context)

• Independent director fee: $5,400 per quarter (examples cited for Ramesh, Vong, and newly appointed independents in 2024) .
• Executive directors (other than CEO) have modest base salaries (e.g., $3,000 per month) plus stock-based compensation where applicable (e.g., Cortizo $60,000 stock-based comp p.a.) .

Performance & Track Record

• Financial trajectory during recent years shows low revenue scale and widening EBITDA losses (see performance table above). The company effected a 1-for-20 reverse split effective August 30, 2024, with outstanding shares reduced from 77,069,575 to 3,853,504 (rounded handling for fractions), and authorized shares reduced from 1,000,000,000 to 50,000,000; subsequently, a Special Meeting was called to increase authorized shares to 500,000,000 and approve a 46,000,000-share Reg S financing at $0.50 per share .

Compensation Structure Analysis

• Heavy cash orientation; no at-risk equity or formulaic annual incentive disclosed for CEO; board reserves discretion to grant bonuses based on revenue and growth, but none disclosed for 2022–2024 .
• No stock options historically, and no equity plan currently; no evidence of repricing, option modifications, or accelerated vesting .
• No disclosed clawback policy specifics; filings note no compensation recovery due to restatements in the checklists area without further details .

Risk Indicators & Red Flags

• Governance concentration: CEO is also Chairman, President, COO, Secretary, and principal signatory on 8-Ks; counterbalanced by independent committees but elevates key-person/control risk .
• Financial strain and dilution: proposed issuance of 46,000,000 shares at $0.50 (approx. 92% of post-transaction shares) suggests liquidity needs and material dilution; management discloses CEO’s stake would drop to 1.96% if closed .
• Inconsistent share count and beneficial ownership disclosures within the same DEF 14A (3,989,956 vs. 17,754,222 outstanding; beneficial table entries internally inconsistent), which may indicate disclosure control weaknesses .
• Related-party history (2020 acquisition from CEO) warrants ongoing monitoring for conflicts; disclosed consideration structure and valuation references provided .

Say-on-Pay & Peer Group

• No say-on-pay proposal or results found in the reviewed filings; 2024 meeting focused on director re-appointments .
• No compensation peer group or target percentile disclosures found in the reviewed filings .

Equity Ownership & Director Service Notes

• Board service history: Director since 2017; re-appointed in 2024 with 99.68% support of votes cast .
• Independence: As CEO/Chairman, Dr. How is not independent; committees are composed of independent directors only .

Investment Implications

• Pay-for-performance alignment is weak: compensation is almost entirely fixed salary with no formulaic performance pay or long-term equity, reducing alignment with shareholders and limiting retention through vesting-based incentives .
• Governance risk from dual roles: CEO also serving as Chairman/COO/Secretary concentrates power; while committees are independent, the structure raises independence and oversight concerns .
• Dilution overhang and control shift: The proposed 46M-share Reg S issuance (approx. $23M proceeds) materially dilutes existing holders and reduces CEO’s stake to 1.96%, potentially weakening founder alignment but improving liquidity and capital availability for operations; monitor execution of financing and subsequent governance dynamics .
• Operating risk: Persistent losses and small revenue base with widening EBITDA losses heighten execution risk; absence of performance-linked CEO pay may not adequately incentivize turnaround metrics (revenue/EBITDA) .
• Disclosure controls: Internal inconsistencies in share count/ownership in the DEF 14A merit caution and follow-up; accuracy in capital structure disclosures is critical for trading decisions .

Note on data sources: Financial statement line items in the performance table are from company filings (Revenues) and S&P Global (EBITDA, Net Income) as indicated above. All governance, compensation, board, and ownership details are as disclosed in the cited SEC filings.

Citations:

• Roles/age/bio:
• Compensation amounts/policy:
• Equity plan/option history:
• Beneficial ownership/share counts:
• Reverse split and capital structure actions:
• Proposed Reg S issuance and impact:
• Board committees/independence:
• 8-K signatures/roles:
• 2024 annual meeting vote result (director re-appointment):
• Related party transactions:
• Revenues (table citations):