PRER14A 1 formprer14a.htm PRER14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

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☐	Soliciting Material under §240.14a-12

AGAPE ATP CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,

Taman Desa, Kuala Lumpur, Malaysia (Postal Code: 58100)

+(60) 192230099

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Agape ATP Corporation:

We are pleased to invite you to attend our Annual Meeting of the Stockholders (the “Annual Meeting”) of Agape ATP Corporation, a Nevada corporation (the “Company”), which will be held at 10:00 p.m., Malaysia Time (10:00 a.m., Eastern Time) on January 30, 2026. The Annual Meeting will be a virtual meeting only, and will be held via a Zoom videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link: https://zoom.us/j/99689572630?pwd=wcCGXOxam0IY0Byofl3zzaYDeQSVx6.1. Any stockholder who is unable to join the online meeting can participate by telephone by dialing +13462487799, and using the Zoom Meeting ID 996 8957 2630 and the Passcode 781788. Stockholders will be able to attend the meeting in-person and vote, for the following purposes:

	1.	To ratify the appointment of Assentsure PAC as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

	2.	To re-elect five directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified (the “Election of Directors Proposal”);

	3.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), one or more potential issuance of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), up to an aggregate offering price of $300,000,000, pursuant to a registration statement on Form S-3 filed by the Company (the “S-3 Shelf”);

	4.	To approve an amendment to the Company’s Articles of Incorporation to effect one or more reverse stock split of the Company’s issued and outstanding common stock at any time before the next annual meeting of stockholders of the Company, in aggregate, of up to one-for-five thousand (1:5000), with the timing of any reverse split to be determined by the Board in its discretion.

	5.	To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 30,000,000,000.

	6.	To conduct any other business as may properly come before the meeting or any adjournment thereof.

The Company’s board of directors (the “Board”) has fixed the close of business on November 4, 2025 as the date (the “Record Date”) for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Each share of Common Stock is entitled to one vote. As of close of business on the Record Date, we had 50,027,000 shares of Common Stock issued and outstanding.

A copy of our 2024 Annual Report on 10-K (the “Annual Report”) is available on the Company’s website at https://www.agapeatpgroup.com/ under SEC filing and in print upon request.

This Notice and Proxy Statement are first being sent or given to stockholders of record on or about [*], 2025.

Dated [*], 2025	By the Order of the Board of Directors

	How Kok Choong
	Director, Chairman of the Board of Directors and Chief Executive Officer

Your vote is very important. Whether or not you plan to attend the annual meeting of shareholders, we urge you to vote and submit your proxy on the internet or by mail. If you are a registered shareholder and attend the annual meeting, you may revoke your proxy and vote your shares in person. If you hold your shares through a bank or broker and want to vote your shares in person at the annual meeting, please contact your bank or broker to obtain a legal proxy. Thank you for your support.

TABLE OF CONTENTS

	Page
ABOUT THE ANNUAL MEETING OF STOCKHOLDERS	1

PROPOSAL 1. BY A RESOLUTION OF MEMBERS, TO RATIFY THE APPOINTMENT OF ASSENTSURE PAC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025	5

PROPOSAL 2. BY A RESOLUTION OF MEMBERS, TO APPROVE THE RE-APPOINTMENT OF SIX DIRECTORS, HOW KOK CHOONG, WILFREDO FERNANDO CORTIZO, RAMESH RUBIN LOUIS, NI LUH DHARMA KERTI NATIH, ROSE MARIE KADENDE KAISER, EACH TO SERVE A TERM EXPIRING AT THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED	6

PROPOSAL 3. BY A RESOLUTION OF MEMBERS, TO AUTHORIZE OUR BOARD OF DIRECTORS, TO APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), THE POTENTIAL ISSUANCE OF SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $0.0001 PER SHARE, UP TO AN AGGREGATE OFFERING PRICE OF $300,000,000, PURSUANT TO A REGISTRATION STATEMENT ON FORM S-3 FILED BY THE COMPANY.	9

PROPOSAL 4. TO APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO EFFECT ONE OR MORE REVERSE STOCK SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK AT ANY TIME BEFORE THE NEXT ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY, IN AGGREGATE, OF UP TO ONE-FOR-FIVE THOUSAND (1:5000), WITH THE TIMING OF ANY REVERSE SPLIT TO BE DETERMINED BY THE BOARD IN ITS DISCRETION	10

PROPOSAL 5. TO APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 500,000,000 TO 30,000,000,000.	15

PROPOSAL 6. TO CONDUCT ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.	16

OTHER MATTERS	38

GENERAL	38

COMMUNICATIONS WITH THE BOARD OF DIRECTORS	38

WHERE YOU CAN FIND MORE INFORMATION	38

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K	38

STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING	38

STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS	39

Proposal One	By a resolution of members, to ratify the appointment of Assentsure PAC as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal Two	By a resolution of members, to approve the re-appointment of five directors, How Kok Choong, Wilfredo Fernando Cortizo, Ramesh Ruben Louis, Ni Luh Dharma Kerti Natih, and Rose Marie Kadende Kaiseras each to serve a term expiring at the next annual meeting of Stockholders or until their successors are duly elected and qualified.

Proposal Three	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), one or more potential issuance of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), up to an aggregate offering price of $300,000,000, pursuant to a registration statement on Form S-3 filed by the Company (the “Stock Issuance Proposal”).

Proposal Four	To approve an amendment to the Company’s Articles of Incorporation to effect one or more reverse stock split of the Company’s issued and outstanding common stock at any time before the next annual meeting of stockholders of the Company, in aggregate, of up to one-for-five thousand (1:5000), with the timing of any reverse split to be determined by the Board in its discretion (the “Reverse Stock Split Proposal”).

Proposal Five	To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 30,000,000,000.

Proposal Six	To conduct any other business as may properly come before the meeting or any adjournment thereof (the “Adjournment Proposal”).

	Fiscal year Ended December 31, 2024		Fiscal year Ended December 31, 2023
Audit fees	$	294,000	$	444,400
Tax fees		25,000		25,000
Total	$	319,000	$	469,400

Director Nominee	Age	Position	Director Since

How Kok Choong	61	Chief Executive Officer, President, Director, Chairman of the Board of Directors	2017

Wilfredo Fernando Cortizo,	69	Director	2023

Ramesh Ruben Louis	48	Independent Director	2023

Ni Luh Dharma Kerti Natih	61	Independent Director	2024

Rose Marie Kadende Kaiseras	64	Independent Director	2024

	●	Oversee the Company’s accounting and financial reporting processes;

	●	Oversee audits of the Company’s financial statements;

	●	Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

	●	Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements;

	●	Recommend to the Board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year;

	●	Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm;

	●	Be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company;

	●	Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and

	●	Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management.

	Respectfully submitted,

	The Audit Committee of the Board of Directors:
	Ramesh Ruben Louis (Chairman)
	Ni Luh Dharma Kerti Natih
	Rose Marie Kadende Kaiser

	●	reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs;

	●	administering incentive and equity-based compensation;

	●	reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

	●	appointing and overseeing any compensation consultants or advisors

	●	selecting or recommending for selection candidates for directorships;

	●	evaluating the independence of directors and director nominees;

	●	reviewing and making recommendations regarding the structure and composition of our board and the board committees;

	●	developing and recommending to the board corporate governance principles and practices;

	●	reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and

	●	overseeing the evaluation of the Company’s management.

	●	Personal and professional integrity, ethics and values;

	●	Experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

	●	Experience as a board member or executive officer of another publicly-held company;

	●	Strong finance experience;

	●	Diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

	●	Diversity of background and perspective, including, but not limited to, with respect to age, gender, race, sexual orientation, place of residence and specialized experience;

	●	Experience relevant to our business industry and with relevant social policy concerns; and

	●	Relevant academic expertise or other proficiency in an area of our business operations.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

How Kok Choong	2024	$	403,012		—		—		—		—		—		—	$	403,012
	2023	$	258,005		—		—		—		—		—		—	$	258,005

Wilfredo Fernando Cortizo,	2024	$	36,000		—		60,000		—		—		—		—	$	96,000
	2023	$	4,000		—		6,667		—		—		—		—	$	10,667

Ramesh Ruben Louis	2024	$	21,600		—		—		—		—		—		—	$	21,600
	2023	$	4,703		—		—		—		—		—		—	$	4,703

Ni Luh Dharma Kerti Natih	2024	$	5,400		—		—		—		—		—		—	$	5,400
	2023	$	0		—		—		—		—		—		—	$	0

Kadende Kaiser Rose Marie	2024	$	2,700		—		—		—		—		—		—	$	2,700
	2023	$	—		—		—		—		—		—		—	$	0

Chee Chin Aik	2024	$	—		—		—		—		—		—		—	$	0
	2023	$	—		—		—		—		—		—		—

Name	Age	Position

How Kok Choong	61	Chief Executive Officer, President, Director, and Chairman of the Board of Director

Lee Kam Fan, Andrew	63	Chief Financial Officer

	●	How Kok Choong, Chief Executive Officer, President, Director and Chairman of the Board of Directors
	●	Lee Kam Fan, Andrew, Chief Financial Officer

Executive		Title
How Kok Choong		Chief Executive Officer, President, Director, and Chairman of the Board of Directors
Lee Kam Fan, Andrew		Chief Financial Officer and Treasurer

Name and Principal Position	Fiscal Years	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

How Kok Choong	2024		403,012		-		-		-		-		-		-		403,012
	2023		258,005		-		-		-		-		-		-		258,005

Lee Kam Fan, Andrew	2024		46,440		-		-		-		-		-		-		46,440
	2023		46,440		-		-		-		-		-		-		46,440

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned
Directors and Executive Officers:
How Kok Choong		979,876		1.96	%
Wilfredo Fernando Cortizo,		43,088		0.08	%
Lee Kam Fan, Andrew		-		-	%
Ramesh Ruben Louis		-		-	%
Ni Luh Dharma Kerti Natih		-		-	%
Rose Marie Kadende Kaiser		-		-	%
Directors and Executive Officers as a group (6 persons)		1,022,964		2.04	%

Owner of more than 5% of Class
Lesser Panda Ltd		3,680,000		7.36	%
Vanguard Development Holdings Limited		3,017,600		6.03	%
Oceanic Equity Partner Limited		3,031,400		6.06	%
Nexus Investments Group Limited		3,036,000		6.07	%
Global Fartech Ltd		3,450,000		6.90	%
Global Ascend Ventures Ltd		3,022,200		6.04	%
Evergreen Strategic Capital Holding Limited		3,013,000		6.02	%
Blue Horizon Capital Limited		3,026,800		6.05	%

Related parties		Relationships

CTA Nutriceuticals (Asia) Sdn Bhd	-	The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd.

SY Welltech Sdn Bhd (formerly known as DSY Beauty Sdn Bhd)	-	The directors and shareholders of SY Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

DSY Wellness & Longevity Center Sdn Bhd	-	Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSY Wellness & Longevity Center Sdn Bhd.

TH3 Holdings Sdn Bhd	-	Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Holdings Sdn Bhd.

Redboy Pictures Sdn Bhd	-	Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy Pictures Sdn Bhd.

ATPC Lega Global Sdn Bhd	-	Mr. How Kok Choong, the CEO and director of the Company is also a director of ATPC Legal Global Sdn Bhd.

Ando Design Sdn Bhd	-	Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando Design Sdn Bhd.

Mr. How Kok Choong	-	Mr. How Kok Choong, the CEO and director of the Company

Mr. Yap Foo Ching (Steve Yap)	-	Mr. Yap Foo Ching, the director of the DSY Wellness International Sdn Bhd.

Mr. Chew Yi Zheng	-	Mr. Chew Yi Zheng is the member of the immediate family of Mr. Yap Foo Ching (Steve Yap), the director of DSY Wellness International Sdn Bhd.

			As of
Name of Related Party	Relationship	Nature	June 30, 2025		December 31, 2024

TH3 Holdings Sdn Bhd (“TH3”)	Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3	Prepayment of IT expenses	$	2,706	$	1,582
ATPC Lega Global Sdn Bhd (“Lega”)	Mr. How Kok Choong, the CEO and director of the Company is also a director of Lega	General expenses payment on behalf		730		730
Total			$	3,436	$	2,312

			As of
Name of Related Party	Relationship	Nature	June 30, 2025		December 31, 2024

CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)	The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd	Purchases of products for the provision of complementary health therapies	$	29,755	$	30,554
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)	The directors and shareholders of DSY Beauty are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd	Purchases of beauty products		38		71
Cedar Wellness Sdn Bhd (“CW”)	The directors of CW are also the directors of Cedar ATPC Sdn Bhd	Purchase of skin care and healthcare products		1,656		-
Total			$	31,449	$	30,625

			For the three months ended June 30,
Name of Related Party	Relationship	Nature	2025		2024

CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)	The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd	Purchases of products for the provision of complementary health therapies	$	86,199	$	80,504
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)	The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd	Purchases of beauty products		96		819
Cedar Wellness Sdn Bhd (“CW”)	The directors of CW are also the directors of Cedar ATPC Sdn Bhd	Purchase of skin care and healthcare products		10,000		-
Total purchases			$	96,295	$	81,323

			For the six months ended June 30,
Name of Related Party	Relationship	Nature	2025		2024

CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)	The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd	Purchases of products for the provision of complementary health therapies	$	172,026	$	161,807
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)	The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd	Purchases of beauty products		150		16,624
Cedar Wellness Sdn Bhd (“CW”)	The directors of CW are also the directors of Cedar ATPC Sdn Bhd	Purchase of skin care and healthcare products		10,000		-
Total purchases			$	182,176	$	178,431

			As of December 31,
Name of Related Party	Relationship	Nature	2024		2023

TH3 Holdings Sdn Bhd (“TH3”)	Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3	Prepayment of IT expenses	$	1,582	$	2,922
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)	The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd	Deposits for products purchases		-		8,171
ATPC Lega Global Sdn Bhd (“Lega”)	Mr. How Kok Choong, the CEO and director of the Company is also a director of Lega	General expenses payment on behalf		730		-
Total			$	2,312	$	11,093

			For the years ended December 31,
Name of Related Party	Relationship	Nature	2024		2023

CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)	The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd	Purchases of products for the provision of complementary health therapies	$	335,494	$	272,993
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)	The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd	Purchases of beauty products		17,600		18,516
DSY Wellness & Longevity Center Sdn Bhd (“DSYWLC”)	Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC.	Purchases of products for the provision of complementary health therapies		6,576		-
Chew Yi Zheng	Mr. Chew Yi Zheng is the member of the immediate family of Mr. Yap Foo Ching (Steve Yap), the director of DSY Wellness International Sdn Bhd	Render therapy and health consultation to customer		-		4,355
Total			$	359,669	$	295,864

By Order of the Board of Directors,

	/s/ How Kok Choong
Name:	How Kok Choong
Title:	Director, Chairman of the Board of Directors and Chief Executive Officer

SEC Form PRER14A filed by Agape ATP Corporation