What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 532 added, 436 removed, 672 unchanged (59% of the section changed)

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Chief Executive Officers and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of December 31, 2020.

Disclosure controls and

procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management,

including the Chief Executive Officers and Chief Financial Officers, to allow timely decisions regarding required disclosure.

Rules 13s-15(b), 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of December 31, 2022.

controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated

to management, including the Chief Executive Officers and Chief Financial Officers, to allow timely decisions regarding required disclosure.

evaluation of disclosure controls and procedures as of December 31, 2022 conducted as part of our annual audit and preparation of our

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and procedures and concluded that our disclosure controls and procedures were ineffective for those reasons set forth below.

Report on Internal Control over Financial Reporting

Annual Report on Internal Control over Financial Reporting

is responsible for the preparation and fair presentation of the financial statements included in this annual report.

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changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so

most recently for its financial reporting as of December 31, 2020.

This assessment was based on criteria for effective internal

control over financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring

Organizations (COSO) of the Treadway Commission.

In connection with management’s evaluation of the effectiveness of the

Company’s internal control over financial reporting as of December 31, 2021, management determined that the Company did not

maintain effective controls over financial reporting due to limited staff.

This limited number of staff prevents us from

segregating duties within our internal control system and restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures.

Management determined that the ineffective controls over financial

reporting constitute a material weakness.

order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most

recently for its financial reporting as of December 31, 2022.

This assessment was based on criteria for effective internal control over

financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)

of the Treadway Commission.

In connection with management’s evaluation of the effectiveness of the Company’s internal control

over financial reporting as of December 31, 2022, management determined that the Company did not maintain effective controls over financial

reporting due to limited staff.

This limited number of staff prevents us from segregating duties within our internal control system and

restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures.

Management determined

that the ineffective controls over financial reporting constitute a material weakness.

annual report filed on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

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with us, as of March 31, 2023:

Chairman of the Board and Chief Executive Officer

Executive Officer

Operating Officer

Wai Leung Alan

Financial Officer

Hay Kim Aileen

Development Officer

Legal Officer

Chan Heng Fai

Founder, Chairman of the Board and Chief Executive

Chan Tung Moe

Executive Officer and Director

Chief Operating Officer

Lui Wai Leung Alan

Co-Chief Financial Officer

Wong Tat Keung

Wong Shui Yeung

Lim Sheng Hon Danny

Joanne Wong Hiu Pan

Charles MacKenzie

Chief Development Officer

Michael Gershon

Chief Legal Officer

mailing address for each of the officers and directors named above is c/o of the Company at:

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Chan has served as a non-executive director of DSS, Inc.

(formerly known as Document Security Systems, Inc.) since January 2017 and as

Chairman of the Board since March 2019.

Chan has served as a member of the Board of Directors of OptimumBank Holdings, Inc.

(formerly known as Document Security Systems, Inc.) since January 2017 and

as Executive Chairman of the Board since March 2019.

Chan served as a member of the Board of Directors of OptimumBank Holdings,

from June 2018 until April 2022.

He has also served as a non-executive director of our indirect subsidiary LiquidValue Development Inc.

since January 2017.

Chan has served as a director of

Alset International’s 99.98%-owned subsidiary GigWorld Inc.

since October 2014.

Chan has served as a member of the Board of

Directors of Sharing Services Global Corporation since April 2020.

Chan has served as a member of the Board of Value Exchange

International, Inc.

January 2017.

Chan has served as a director of Alset’s 99.7%-owned subsidiary Hapi Metaverse Inc.

(formerly known as

GigWorld Inc.) since October 2014.

Chan has served as a member of the Board of Directors of Sharing Services Global Corporation

since April 2020.

Chan has served as a member of the Board of Value Exchange International, Inc.

since December 2021.

Chan also served as a non-executive director of Holista CollTech Ltd.

from July 2013

until June 2021.

also served as a non-executive director of Holista CollTech Ltd.

from July 2013 until June 2021.

Chan was formerly a director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July 2015.

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Additionally, Mr.

Chan served as a member of the Board of Directors of RSI International Systems,

Inc., the developer of RoomKeyPMS, a web-based property management system, from June 2014 to February 2019.

Chan served as

a member of the Board of Directors of RSI International Systems, Inc., the developer of RoomKeyPMS, a web-based property management system,

from June 2014 to February 2019.

Chan has committed that the majority of his time will be devoted to managing the affairs of our company and its subsidiaries;

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a critical link between management and the board.

Tung Moe was appointed Co-Chief Executive Officer of our Company in July 2021.

Chan Tung Moe

also serves as the Co-Chief Executive Officer and Executive Director of Alset International.

Chan Tung Moe is responsible

for Alset International’s international real estate business (including serving as Co-Chief Executive Officer and a member of the

Tung Moe was appointed Co-Chief Executive Officer of our Company in July 2021 and joined our Board of Directors in October 2022.

Moe also serves as the Co-Chief Executive Officer and Executive Director of Alset International.

Chan Tung Moe is responsible for

Alset International’s international real estate business (including serving as Co-Chief Executive Officer and a member of the

Board of Alset International’s subsidiary LiquidValue Development Inc.).

Chan Tung Moe has served as a director of DSS, Inc., a

NYSE listed company, since September 2020.

From April 2014 to June 2015 Chan Tung Moe was the Chief Operating Officer of HKSE listed

Zensun Enterprises Limited (formerly known as Heng Fai Enterprises Limited) and was responsible for that company’s global

business operations consisting of REIT ownership and management, property development, hotels and hospitality, as well as property and

securities investment and trading.

Prior to that, he was an executive director (from March 2006 to February 2014) and the Chief of Project

Development (from April 2013 to February 2014) SingHaiyi Group Ltd, overseeing its property development

Chan Tung Moe has served as a director of DSS, Inc.,

a NYSE listed company, since September 2020.

From April 2014 to June 2015 Chan Tung Moe was the Chief Operating Officer of HKSE

listed Zensun Enterprises Limited (formerly known as Heng Fai Enterprises Limited) and was responsible for that company’s

global business operations consisting of REIT ownership and management, property development, hotels and hospitality, as well as

property and securities investment and trading.

Prior to that, he was an executive director (from March 2006 to February 2014) and

the Chief of Project Development (from April 2013 to February 2014) SingHaiyi Group Ltd, overseeing its property development

He was also a non-executive director of the Toronto Stock Exchange-listed RSI International Systems Inc., a hotel software

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in expanding its business.

Hay Kim Aileen has been our Executive Director since March 2018.

Ang has more than 20 years of experience in finance and treasury,

legal, human resources and office administration.

She is the Senior Vice President, Corporate Services of Alset International, a position

she has held since 2013 and a director of various indirect subsidiaries of our company.

She also holds a Cert-in-CEHA (Singapore real

estate industry certificate) and operates her own real estate business, Ideal Realty Pte Ltd., since 2015.

Ang was General Manager,

Corporate Services of Singxpress Ltd.

(now known as SingHaiyi Group Ltd.) from 2002 to 2013.

She was Senior

Sales Director, Resale Division with DTZ Property Network Pte.

Ltd., a Singapore real estate company, from 2005 to 2011.

Ang’s day-to-day operational leadership of our various businesses and her knowledge of property development and the real estate

business make her well-qualified as a member of the Board.

Tat Keung joined the Board of Directors of our company in November 2020.

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Wu joined the Board of Directors of our company in November 2020.

Wu, age 54, has served as the managing director of Investment

Banking at Glory Sun Securities Limited since January 2019.

Wu has served as a member of the Board of Directors of Alset Capital

Acquisition Corp.

Wu, age 56, has served as the Responsible Officer for Corporate

Finance and Assets Management of Investment Banking at Glory Sun Securities Limited since January 2019.

Wu has served as a member

of the Board of Directors of Alset Capital Acquisition Corp.

since January 2022.

Wu previously served as the executive director and chief executive officer of Power Financial

Group Limited from November 2017 to January 2019.

Wu has served as a member of the Board of Directors of DSS, Inc.

since October

Wu has served as a director of Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served

as a director and chief executive officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu served as the chief executive

officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September

Wu holds a Bachelor of Business Administration degree and a Master of Business Administration degree of Simon Fraser University

He was qualified as a chartered financial analyst of The Institute of Chartered Financial Analysts in 1996.

Wu previously served as the executive director and

chief executive officer of Power Financial Group Limited from November 2017 to January 2019.

Wu has served as a member of the Board

of Directors of DSS, Inc.

since October of 2019.

Wu has served as a director of Asia Allied Infrastructure Holdings Limited since

February 2015.

Wu previously served as a director and chief executive officer of RHB Hong Kong Limited from April 2011 to October

Wu served as the chief executive officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings

Limited) from April 2006 to September 2010.

Wu holds a Bachelor of Business Administration degree and a Master of Business Administration

degree of Simon Fraser University in Canada.

He was qualified as a chartered financial analyst of The Institute of Chartered Financial

Analysts in 1996.

Wu previously worked for a number of international investment banks and possesses over 29 years of experience in the investment banking,

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Nominations and Corporate Governance Committee and Compensation Committee.

Sheng Hon Danny joined Alset Inc.

as a director in October 2022.

Lim has served

as Senior Vice President, Business Development and as Executive Director of Alset Inc.’s subsidiary, Alset International

Limited (SGX:40V), a publicly traded company on the Singapore Stock Exchange, since 2020.

Lim has over 6 years of experience in

business development, merger & acquisitions, corporate restructuring and strategic planning and execution.

He manages the

Group’s business development efforts, focusing in corporate strategic planning, merger and acquisition and capital markets

He oversees and ensures the executional efficiency of the Group and facilitates internal and external stakeholders on

the implementation of the Group’s strategies.

Lim liaises with corporate partners and investment prospects for potential

working/investment collaborations, operational subsidiaries locally and overseas to augment close parent-subsidiary working

relationship.

Lim graduated from Singapore Nanyang Technological University with a Bachelor’s Degree with Honors in

Business, specializing in Banking and Finance.

Wong Hiu Pan currently serves as Director and Responsible Officer of BMI Funds Management

Limited, a Financial Advisor in Hong Kong.

In October 2022, she became a director of Alset Inc.

Wong also serves as Director of A-link

Services Limited, a consulting company that brings together professionals with rich experience in different fields to provide the most

suitable solutions to meet the needs of different clients.

In addition, Ms.

Wong also serves as Senior Consultant of Global Intelligence

Trust, which provides professional trust service to individual, corporate and institutional customers.

Wong has served as a member

of the Board of Directors of DSS, Inc., a NYSE listed company, since July of 2022.

Wong graduated from the Chinese University of

Hong Kong Faculty of Science with a Bachelor’s degree in 1999.

Wong has extensive expertise in a wide array of strategic, business,

turnaround and regulatory matters across several industries as a result of her executive management, educational and operational experience,

making her well-qualified to serve as an independent member of the board.

Chan has served as the Company’s Chief Operating Officer since February 2022.

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since October 2017.

Lui has served as Chief Financial Officer of GigWorld Inc.

since May 2016 and has served as a director of

one of GigWorld’s subsidiaries since July 2016.

Lui has served as Chief Financial Officer of Hapi Metaverse Inc.

since May 2016 and has served as a director

of one of Hapi Metaverse’s subsidiaries since July 2016.

From June 1997 through March 2016, Mr.

Lui served in various executive roles at

Zensun Enterprises Limited (formerly known as Heng Fai Enterprises Limited), a Hong Kong-listed company, including as Financial Controller.

Lui oversaw the financial and management reporting and focusing on its financing operations, treasury investment and management.

Lui served in various executive

roles at Zensun Enterprises Limited (formerly known as Heng Fai Enterprises Limited), a Hong Kong-listed company, including as Financial

Lui has been overseeing the financial and management reporting and focusing on its financing operations, treasury investment

and management.

He has extensive experience in financial reporting, taxation and financial consultancy and management.

Lui is a certified practicing

accountant in Australia and received a Bachelor’s degree in Business Administration from the Hong Kong Baptist University.

Lui is a certified

practicing accountant in Australia and received a Bachelor’s degree in Business Administration from the Hong Kong Baptist University.

Wei has been our Co-Chief Financial Officer since March 2018.

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from Georgetown University

16(a) Beneficial Ownership Reporting Compliance

our knowledge, no director, officer or beneficial owner of more than ten percent of any class of our equity securities, failed to file

on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2021.

have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the

Nasdaq Capital Market and the SEC.

We have adopted as a part of our code of ethics an insider trading policy

which prohibits directors, officers, and employees of our company from using or sharing confidential information relating to the company

for stock trading purposes.

We have posted a copy of our code of ethics on our company website, and we intend to post amendments

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Audit Committee and Compensation Committee will each comply with the listing requirements of the Nasdaq Marketplace Rules.

member of the Audit Committee will be an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii)

of Regulation S-K, and each member will be “independent” as that term is defined in Rule 5605(a) of the Nasdaq Marketplace

Our Board of Directors has determined that each of Wong Tat Keung, William Wu and Wong Shui Yeung is independent.

one member of the Audit Committee will be an “audit committee financial expert,” as that term is defined in Item

407(d)(5)(ii) of Regulation S-K, and each member will be “independent” as that term is defined in Rule 5605(a) of the

Nasdaq Marketplace Rules.

Wong Tat Keung, the Chairman of our Audit Committee, is an audit committee financial expert.

of Directors has determined that each of Wong Tat Keung, William Wu, Wong Shui Yeung and Joanne Wong Hiu Pan is

Indemnification

of Directors and Executive Officers

145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors,

Texas Business Organizations Code (TBOC) provides for, under certain circumstances, the indemnification of our officers, directors,

employees and agents against liabilities that they may incur in such capacities.

Below is a summary of the circumstances in which such

indemnification is provided.

general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including

attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including

any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status.

Such indemnity

may be provided if the indemnified person’s actions resulting in the liabilities:

(i) were taken in good faith;

(ii) were reasonably

believed to have been in or not opposed to our best interests;

and (iii) with respect to any criminal action, such person had no reasonable

cause to believe the actions were unlawful.

Unless ordered by a court, indemnification generally may be awarded only after a determination

of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders

that the applicable standard of conduct was met by the individual to be indemnified.

statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or

otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses,

including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.

Indemnification

in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only

with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense.

In such actions,

the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have

been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought

shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person

is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper.

Indemnification

is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection

with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper

personal benefit.

law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding

in advance of a final disposition of the matter.

Such advances of expenses are permitted if the person furnishes to us a written agreement

to repay such advances if it is determined that he or she is not entitled to be indemnified by us.

statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude

other rights under our certificate of incorporation, bylaws, resolutions of our stockholders or disinterested directors, or otherwise.

These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation

and inure to the benefit of the heirs, executors and administrators of such persons.

statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer,

employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status

Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

A summary of the circumstances in which

such indemnification provided for is contained herein.

law permits a corporation to indemnify a director or former director, against judgments and expenses reasonably and actually incurred

by the person in connection with a proceeding if the person:

(i) acted in good faith, (ii) reasonably believed, in the case of conduct

in the person’s official capacity, that the person’s conduct was in the corporation’s best interests, and otherwise,

that the person’s conduct was not opposed to the corporation’s best interests, and (iii) in the case of a criminal proceeding,

did not have a reasonable cause to believe the person’s conduct was unlawful.

however, the person is found liable to the corporation, or is found liable on the basis he received an improper personal benefit, then

indemnification under Texas law is limited to the reimbursement of reasonable expenses actually incurred and no indemnification will

be available if the person is found liable for:

(i) willful or intentional misconduct in the performance of the person’s duty to

the corporation, (ii) breach of the person’s duty of loyalty owed to the enterprise, or (iii) an act or omission not committed

in good faith that constitutes a breach of a duty owed by the person to the corporation.

certificate of formation provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary

damages for an act or omission in the director’s capacity as a director.

However, the certificate of formation does not eliminate

or limit the liability of a director to the extent the director is found liable under applicable law for (i) a breach of the director’s

duty of loyalty to the corporation or its stockholders, (ii) an act or omission not in good faith that constitutes a breach of duty of

the director to the corporation or involves intentional misconduct or a knowing violation of law, (iii) a transaction from which the

director received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the director’s

duties, or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute.

the TBOC or other applicable law is amended to authorize corporate action further eliminating or limiting the liability of directors,

then the liability of a director of the corporation will be eliminated or limited to the fullest extent permitted by the TBOC or other

applicable law, as amended.

Any repeal or modification of our certificate of formation by the stockholders of the corporation shall not

adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

bylaws provide that any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action

or other proceeding (whether civil, criminal, administrative, arbitrative, or investigative), including any appeal thereof, or any inquiry

or investigation that could lead to such an action or proceeding, by reason of the fact that he or she is or was a director or officer

of our company or is or was serving at the request of our company as a partner, director, officer, venturer, proprietor, trustee, employee,

administrator, or agent of another entity, organization or an employee benefit plan, shall be indemnified and held harmless by our company

to the fullest extent permitted by the TBOC.

the TBOC is amended, substituted, or replaced, only to the extent that such amendment, substitution, or replacement permits the Company

to provide broader indemnification rights than the TBOC permitted the Company to provide prior to such amendment, substitution, or replacement,

against all judgments (including arbitration awards), court costs, penalties, settlements, fines, excise, and other similar taxes and

reasonable attorneys’ fees actually incurred by the covered person in connection with such proceeding.

The right to indemnification

in this our bylaws continues as to a covered person who has ceased to be a director, officer, or delegate and shall inure to his or her

heirs, executors, or administrators.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us

pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against

public policy as expressed in the Act and is, therefore, unenforceable.

present, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability for

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of our company.

Incentive Plan Compensation

Non-qualified

Deferred Compensation Earnings

Other Compensation

and Chief Executive Officer (1)

Executive Officer (2)

Wai Leung Alan

Financial Officer

Development Officer (3)

Chan Heng Fai was paid bonuses totaling SGD $8,076,472 (USD $5,983,858) in 2021 by our majority owned subsidiary, Alset International

Such payment was based on increases in the NAV and market capitalization of Alset International Limited during the year ended

December 31, 2020.

In 2022, Chan Heng Fai has been paid bonuses totaling SGD $4,097,874 (USD $3,036,115) by Alset International Limited,

including bonuses for increases in the Net Asset Value (“NAV”) and market capitalization of Alset International Limited during

the year ended December 31, 2021 (such amount is not included above).

Chan Heng Fai is also paid SGD $1 (USD $.74) per month by Alset

Option Awards

Non-equity Incentive Plan Compensation

Non-qualified Deferred Compensation Earnings

All Other Compensation

Chan Heng Fai

Chairman and Chief Executive Officer (1)

Chan Tung Moe

Co-Chief Executive Officer (2)

Lui Wai Leung Alan

Co-Chief Financial Officer

Charles MacKenzie

Chief Development Officer (3)

Chan Heng Fai was paid bonuses totaling SGD $8,076,472 (USD $5,983,858) in 2021 by our majority owned subsidiary, Alset

International Limited.

In February of 2022, Chan Heng Fai was paid $4,800,000 by Alset EHome International Inc.

as a result of increases

in Alset EHome International Inc.’s NAV in the fiscal year ended December 31, 2021 (which amount is also not set forth above).

Such payment was based on increases in the NAV and market capitalization of Alset International Limited

during the year ended December 31, 2020.

In 2022, Chan Heng Fai has been paid bonuses totaling SGD $4,097,874 (USD $3,036,115) by

Alset International Limited, including bonuses for increases in the Net Asset Value (“NAV”) and market capitalization of

Alset International Limited during the year ended December 31, 2021 (such amount is included in the amount for the year ended

December 31, 2022, above).

Chan Heng Fai is also paid SGD $1 (USD $.74) per month by Alset International Limited.

In February of

2022, Chan Heng Fai was paid $4,800,000 by Alset Inc.

as a result of increases in Alset Inc.’s NAV in the fiscal year ended

December 31, 2021 (such amount is included in the amount for the year ended December 31, 2022, above).

Chan Tung Moe was previously a consultant to the Company;

since July of 2021 he has served as an employee of the Company.

Chan Tung Moe is compensated by both the Company and its subsidiary Alset International.

Chan Tung Moe

is compensated by both the Company and its subsidiary Alset International.

Our Chief Development Officer Charles MacKenzie is compensated by a subsidiary of our company pursuant to a consulting agreement in connection

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February 8, 2021, the Company and the Company’s subsidiary Alset Business Development Pte.

(formerly known as Hengfai

Business Development Pte.

Ltd.) entered into an Executive Employment Agreement (the “Employment Agreement”) with the

Company’s Chairman and Chief Executive Officer, Chan Heng Fai.

(formerly known as Hengfai Business

Development Pte.

Ltd.) entered into an Executive Employment Agreement (the “Employment Agreement”) with the Company’s

Chairman and Chief Executive Officer, Chan Heng Fai.

Pursuant to the Employment Agreement, Mr.

Chan’s compensation

will include a fixed salary of $1 per month and two bonus payments each year consisting of:

(i) one payment equal to Five Percent (5%)

of the growth in market capitalization the Company experiences in any year;

and (ii) one payment equal to Five Percent (5%) of the growth

in net asset value the Company experiences in any year.

In each case, such payment is to be calculated within seven (7) days of December

31st of each year.

Chan’s compensation will include

a fixed salary of $1 per month and two bonus payments each year consisting of:

(i) one payment equal to Five Percent (5%) of the growth

in market capitalization the Company experiences in any year;

and (ii) one payment equal to Five Percent (5%) of the growth in net asset

value the Company experiences in any year.

In each case, such payment is to be calculated within seven (7) days of December 31st of each

Such bonus payments shall be paid in cash or the Company’s common stock, at the election of Mr.

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entered into a Supplement to the Executive Employment Agreement (the “Supplement”)

with Chan Heng Fai on December 13, 2021.This Supplement amended the Employment Agreement.

Pursuant to the Employment Agreement, the term

of the Employment Agreement was to end on December 31, 2025.

with Chan Heng Fai on December 13, 2021.

This Supplement amended the Employment Agreement.

Pursuant to the Employment Agreement, the

term of the Employment Agreement was to end on December 31, 2025.

The Supplement has amended the Employment Agreement to extend its expiration

until December 31, 2030.

This Supplement also provides

that if there is a change of control at the Company, Chan Heng Fai shall be entitled to cash payment equal to the amount he would have

been owed through the term of the Employment Agreement (as extended by the Supplement).

Such payment shall be calculated based on the

highest annual amount paid to Chan Heng Fai through the date of such change of control.

In addition, if Chan Heng Fai is terminated,

pursuant to the Supplement, Chan Heng Fai shall be entitled to cash payment equal to the amount he would have been owed through the term

of the Employment Agreement (as extended by the Supplement), calculated as described above.

Supplement also provides that if there is a change of control at the Company, Chan Heng Fai shall be entitled to cash payment equal to

the amount he would have been owed through the term of the Employment Agreement (as extended by the Supplement).

Such payment shall be

calculated based on the highest annual amount paid to Chan Heng Fai through the date of such change of control.

In addition, if Chan

Heng Fai is terminated, pursuant to the Supplement, Chan Heng Fai shall be entitled to cash payment equal to the amount he would have

been owed through the term of the Employment Agreement (as extended by the Supplement), calculated as described above.

Compensation Committee of the Company’s Board of Directors later recommended that Chan Heng Fai be paid $4,800,000 of the NAV Bonus

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under the Employment Agreement.

Chan Heng Fai was paid bonuses

totaling SGD $8,076,472 (USD $5,983,858) in 2021 by our majority owned subsidiary, Alset International Limited.

Such payment was based

on increases in the Net Asset Value (“NAV”) and market capitalization of Alset International during the year ended December

In 2022, Chan Heng Fai has been paid bonuses totaling SGD $4,097,874 (USD $3,036,115) by Alset International, including bonuses

for increases in the NAV and market capitalization of Alset International during the year ended December 31, 2021.

Chan Heng Fai is also

paid SGD $1 (USD $.74) per month by Alset International Limited.

Chan’s current employment agreement with Alset International Limited,

dated as of December 10, 2021, provides that Mr.

Chan shall continue to be paid SGD $1.00 per month, and shall be entitled to receive

a bonus equal to 5% of the market capitalization growth of Alset International and 5% of the annual NAV increase of Alset International.

Heng Fai was paid bonuses totaling SGD $8,076,472 (USD $5,983,858) in 2021 by our majority owned subsidiary, Alset International Limited.

Such payment was based on increases in the Net Asset Value (“NAV”) and market capitalization of Alset International during

the year ended December 31, 2020.

In 2022, Chan Heng Fai has been paid bonuses totaling SGD $4,097,874 (USD $3,036,115) by Alset International,

including bonuses for increases in the NAV and market capitalization of Alset International during the year ended December 31, 2021.

Chan Heng Fai is also paid SGD $1 (USD $.74) per month by Alset International Limited.

Chan’s current employment agreement

with Alset International Limited, dated as of December 10, 2021, provides that Mr.

Chan shall continue to be paid SGD $1.00 per month,

and shall be entitled to receive a bonus equal to 5% of the market capitalization growth of Alset International and 5% of the annual

NAV increase of Alset International.

The term of this agreement was made effective to March 25, 2020 and shall end on March 24, 2030.

If Alset International terminates the

appointment of Mr.

Chan (subject to certain exceptions), Alset International shall be obliged to compensate Mr.

Chan with a severance

payment which will be equivalent to the total remuneration that would have been paid to Mr.

Chan as if he had completed his term as the

Chief Executive Officer of Alset International (“Severance Payment”).

In the event there is a change in control of Alset

International, Mr.

Chan shall be granted with the option to continue his appointment with Alset International.

Chan decides not

to continue with the appointment, Alset International shall be obliged to compensate Mr.

Chan an amount equivalent to the Severance Payment.

The Severance Payment shall be for the balance of the tenure of his term and shall be computed based on the highest annual remuneration,

including salaries, incentive payments and performance bonus paid to Mr.

Chan in the previous years prior to the termination of the appointment.

If Alset International terminates the appointment of Mr.

Chan (subject to certain exceptions), Alset International shall be obliged to

compensate Mr.

Chan with a severance payment which will be equivalent to the total remuneration that would have been paid to Mr.

as if he had completed his term as the Chief Executive Officer of Alset International (“Severance Payment”).

there is a change in control of Alset International, Mr.

Chan shall be granted with the option to continue his appointment with Alset

International.

Chan decides not to continue with the appointment, Alset International shall be obliged to compensate Mr.

an amount equivalent to the Severance Payment.

The Severance Payment shall be for the balance of the tenure of his term and shall be

computed based on the highest annual remuneration, including salaries, incentive payments and performance bonus paid to Mr.

previous years prior to the termination of the appointment.

Such Severance Payment shall be paid in cash only.

On July 1, 2021 the Company

and its subsidiary Alset Business Development Pte.

July 1, 2021, the Company and its subsidiary Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) entered into Executive

Employment Agreement with the Company’s Co-CEO, Chan Tung Moe.

Based on the agreement, Chan Tung Moe’s compensation will

include a fixed salary of $10,000 per month.

Ltd.), entered into Executive Employment Agreement with the Company’s Co-CEO, Chan Tung Moe.

Based on the agreement, Chan Tung Moe’s

compensation will include a fixed salary of $10,000 per month.

In addition, Chan Tung Moe was paid a signing bonus of $60,000.

The term of the Executive

Employment Agreement ends on June 30, 2024.

Chan Tung Moe is the son of the Chief Executive Office, Chairman and majority shareholder,

Chan Heng Fai.

of the Executive Employment Agreement ends on June 30, 2024.

Chan Tung Moe is the son of the Chief Executive Office, Chairman and majority

shareholder, Chan Heng Fai.

Chan Tung Moe is also compensated by Alset International Limited for his services.

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directors of our company.

The following table sets forth the cash and non-cash

compensation awarded to or earned by the members of our Board of Directors during the fiscal year ended December 31, 2021, except for

Chan Heng Fai, whose information is set forth in the summary compensation table above:

following table sets forth the cash and non-cash compensation awarded to or earned by the members of our Board of Directors during the

fiscal year ended December 31, 2022, except for Chan Heng Fai and Moe Tung Chan, whose information is set forth in the summary compensation

Total Compensation

Ang Hay Kim Aileen (1)

Wong Tat Keung (1)

Wong Shui Yeung (2)

Ang is compensated as an employee of Alset

International.

Wong is compensated as both a member of

the Board of Directors of Alset International and a member of the Company’s Board of Directors.

(3) On November 3, 2021, Mr.

Wong Shui Yeung joined

the Company’s Board of Directors.

Wong Shui Yeung is compensated as both a member of the Board of Directors of Alset International

and a member of the Company’s Board of Directors.

(4) On November 3, 2021, Robert H.

Trapp resigned

as a member of the Company’s Board of Directors.

Lim Sheng Hon Danny (3)

Joanne Wong Hiu Pan

Wong is compensated as both a member of the Board of Directors of Alset International and a member of the Company’s Board of

Wong Shui Yeung is compensated as both a member of the Board of Directors of Alset International and a member of the Company’s

Board of Directors.

Lim is compensated as an employee of Alset International.

intend to compensate each non-employee director through annual stock option grants and by paying a quarterly cash fee.

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receiving compensation from our company, Chan Heng Fai has been compensated by our subsidiary, Alset International, for his services

as an officer and director of that company and Aileen Ang has been compensated by Alset International for her services as an officer.

Certain members of our Board of Directors are currently compensated by Alset International for their services as a director

of that company.

Our Board of Directors will review director compensation annually and adjust it according to then current market

conditions and good business practices.

as an officer and director of that company.

Certain members of our Board of Directors are currently compensated by Alset International

for their services as a director of that company.

Our Board of Directors will review director compensation annually and adjust it according

to then current market conditions and good business practices.

February 16, 2022, our Board of Directors set the annual cash compensation for the independent members of our Board of Directors for

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance under Equity

Compensation Plans

EQUITY COMPENSATION PLAN INFORMATION

Plan category

Number of securities to be issued upon exercise of

outstanding options, warrants and rights

Weighted-average exercise price of outstanding options,

warrants and rights

Number of securities remaining available for future

issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock

as of March 31, 2023, referred to in the table below as the “Beneficial Ownership Date,” by:

person who is known to be the beneficial owner of 5% or more of the outstanding shares of our common stock;

member of our board of directors, director nominees and each of our named executive officers individually;

of our directors, director nominees and executive officers as a group.

each person who is known to be the beneficial owner

of 5% or more of the outstanding shares of our common stock;

each member of our board of directors, director nominees

and each of our named executive officers individually;

all of our directors, director nominees and executive

officers as a group.

ownership is determined in accordance with the rules of the SEC.

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of Common Shares

Beneficially Owned

of Outstanding

Common Shares

Chan Heng Fai (2)

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Lui Wai Leung Alan

Ang Hay Kim Aileen

Wong Tat Keung

Wong Shui Yeung

Lim Sheng Hon Danny

Joanne Wong Hiu Pan

Charles MacKenzie

All Directors and Officers (11 individuals)

as otherwise indicated, the address of each of the persons in this table is c/o Alset EHome International Inc., 4800 Montgomery Lane,

Suite 210, Bethesda, Maryland 20814.

28,749,299 shares of common stock held by Chan Heng Fai, 6,380,000 shares of common stock held by HFE Holdings Limited and 398,348

shares of common stock held by Heng Fai Holdings Limited, of which Mr.

Chan has sole voting and investment power with respect to

Except as otherwise indicated,

the address of each of the persons in this table is c/o Alset Inc., 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814.

Includes 4,399,266 shares

of common stock held by Chan Heng Fai and 319,000 shares of common stock held by HFE Holdings Limited.

Company is not aware of any arrangement which may at a subsequent date result in a change in control of the Company.

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Guarantees by Director

of December 31, 2021 and 2020, a director of the Company had provided personal guarantees amounting to approximately $500,000, to secure

external loans from financial institutions for the Company and its consolidated subsidiaries.

to an agreement entered into by us on June 24, 2020 with our stockholders HFE Holdings Limited and Chan Heng Fai, HFE Holdings Limited

surrendered 3,600,000 shares of our common stock to the treasury of our company, and Chan Heng Fai surrendered 1,000 shares of our common

stock to the treasury of our company.

All such shares were cancelled.

No consideration was exchanged in connection with the surrender

of these shares.

of Shares of Alset International Limited

August 20, 2020, the Company acquired 30,000,000 common shares of Alset International Limited from Chan Heng Fai in exchange for a two-year

non-interest bearing note of $1,333,429.

This note was subsequently repaid.

of Impact Biomedical to DSS

April 27, 2020, Global BioMedical Pte Ltd (“GBM”), one of our subsidiaries, entered into a share exchange agreement with

DSS BioHealth Security, Inc.

(“DBHS”), a wholly owned subsidiary of DSS, Inc.

(“DSS”), pursuant to which, DBHS

agreed to acquire all of the outstanding capital stock of Impact BioMedical Inc., a wholly owned subsidiary of GBM, through a share exchange.

It was agreed that the aggregate consideration to be issued to GBM for the Impact BioMedical shares would be the following:

newly issued shares of DSS common stock;

and (ii) 46,868 newly issued shares of a new series of DSS perpetual convertible preferred stock

with a stated value of $46,868,000, or $1,000 per share.

The convertible preferred stock can be convertible into shares of DSS common

stock at a conversion price of $6.48 of preferred stock stated value per share of common stock, subject to a 19.9% beneficial ownership

conversion limitation (a so-called “blocker”) based on the total issued outstanding shares of common stock of DSS beneficially

owned by GBM.

Holders of the convertible preferred stock will have no voting rights, except as required by applicable law or regulation,

and no dividends will accrue or be payable on the convertible preferred stock.

The holders of convertible preferred stock will be entitled

to a liquidation preference of $1,000 per share, and DSS will have the right to redeem all or any portion of the then outstanding shares

of convertible preferred stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share.

August 21, 2020, the transaction closed and Impact BioMedical Inc became a direct wholly owned subsidiary of DBHS.

GBM received 483,334

shares of DSS common stock and 46,868 shares of DSS preferred stock, which preferred shares could be converted to 7,232,716 common shares

(however, any conversion will be subject to the blocker GBM has agreed to, as described above).

October 16, 2020, GBM converted 4,293 shares of DSS Series A Preferred Stock having a par value of $0.02 per share in exchange for 662,500

restricted shares of DSS common stock based upon a liquidation value of $1,000 and a conversion price of $6.48 per share.

Our ownership

of DSS was 19.9% after the conversion.

of iGalen International Inc.

to an officer of the Company

December 30, 2020, Health, Wealth Happiness Pte Ltd (“HWH Pte Ltd”), a 100% owned subsidiary of the Company, sold 530,000

shares (its 53% ownership) of iGalen International Inc., which owns 100% iGalen Inc., to an officer of the Company for $100.

of December 31, 2021, a director of the Company had provided personal guarantees amounting to approximately $500,000, to secure external

loans from financial institutions for the Company and its consolidated subsidiaries.

Heng Fai provided an interest-free, due on demand advance to LiquidValue Development Pte.

and its subsidiary LiquidValue Development

Limited for the general operations.

As of December 31, 2021 and 2020, the outstanding balance was approximately $820,113 and $823,823,

respectively.

Heng Fai provided interest-free due on demand advance to AEI for the general operations.

On December 31, 2021 and 2020, the outstanding

balance was $0 and $178,400, respectively.

Limited for general operations.

As of December 31, 2022 and 2021, the outstanding balance was approximately $0 and $820,113, respectively.

Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty.

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2021, the outstanding balance was $12,668 and $13,546, respectively.

August 20, 2020, the Company acquired 30,000,000 common shares from Chan Heng Fai in exchange for a two-year non-interest bearing note

of $1,333,429.

On December 31, 2021 and 2020 the amount outstanding was $0 and $1,333,429, respectively.

March 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Chan Heng Fai, the founder, Chairman

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average of the five closing per share prices of AEI Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P.

price was $10.03 on March 12, 2021, the commitment date.

The Beneficial Conversion Feature (“BCF”) intrinsic value was $50,770,192

for the four convertible promissory notes and was recorded as debt discount of convertible notes after the transaction.

On May 13 and

June 14, 2021 all Alset CPNs of $63,920,128 and accrued interests of $306,438 were converted into 2,123 shares of series B preferred

stock and 9,163,965 shares of common stock of the Company.

price was $200.60 ($10.03 pre-reverse stock split) on March 12, 2021, the commitment date.

The Beneficial Conversion Feature (“BCF”)

intrinsic value was $50,770,192 for the four convertible promissory notes and was recorded as debt discount of convertible notes after

the transaction.

On May 13 and June 14, 2021 all Alset CPNs of $63,920,128 and accrued interests of $306,438 were converted into 2,123

shares of series B preferred stock and 458,198 shares of common stock of the Company.

May 14, 2021, the Company borrowed S$7,395,472 Singapore Dollars (equal to approximately $5,545,495 U.S.

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back in full during 2021 and the outstanding balance was $0 as of December 31, 2021.

Heng Fai provided an interest-free, due on demand advance to HengFeng Finance Limited for the general operations.

As of December 31,

2021 and 2020, the outstanding balance was $0 and $184,250, respectively.

MacKenzie Equity Partners,

owned by Charles MacKenzie, our Chief Development Officer and a Director of the Company’s subsidiary LiquidValue Development,

has had a consulting agreement with one of the Company’s subsidiaries since 2015.

Per the terms of the agreement,

as amended on January 1, 2018, the Company’s subsidiary pays a monthly fee of $20,000 for the consulting services.

incurred expenses of $360,000 and $240,000 for the years ended December 31, 2021 and 2020, respectively, which were capitalized as part

of Real Estate on the Company’s Consolidated Balance Sheet, as the services relate to property and project management.

MacKenzie Equity Partners was granted an additional $120,000 bonus payment.

As of December 31, 2021 and 2020 the Company owed $80,000

and $0, respectively to this entity.

law firm owned by Conn Flanigan, a Director of LiquidValue Development, performs consulting services to LiquidValue Development and some

other subsidiaries of the Company.

The Company incurred expenses of $0 and $12,645 for the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020 there was no outstanding balance due to this entity.

Equity Partners, LLC, an entity owned by Charles MacKenzie, the Chief Development Officer of the Company, has had a consulting agreement

with a majority-owned subsidiary of the Company since 2015.

Pursuant to the terms of the agreement, as amended on January 1, 2018, the

Company’s subsidiary paid a monthly fee of $20,000 for consulting services.

Pursuant to an agreement entered into in June of 2022,

the Company’s subsidiary has paid $25,000 per month for consulting services, effective as of January 2022.

addition, MacKenzie Equity Partners will be paid certain bonuses, including (i) a sum of $50,000 on June 30, 2022;

(ii) a sum of $50,000

upon the successful financing of 100 homes owned by American Housing REIT Inc.

with an entity not affiliated with SeD Development Management

LLC (a subsidiary of the Company);

and (iii) a sum of $50,000 upon the successful leasing of 30 homes in the Alset of Black Oak development.

Company incurred expenses of $350,000 and $360,000 in the years ended December 31, 2022 and 2021, respectively, which were capitalized

as part of Real Estate on the balance sheet as the services relate to property and project management.

In 2021, MacKenzie Equity Partners

was paid a bonus payment of $120,000.

In June 2022, MacKenzie Equity Partners was paid an additional $50,000 bonus payment (as described

On December 31, 2022 and 2021, the Company owed this related party $25,000 and $80,000, respectively.

Receivable from a Related Party Company

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Notes and on October 29, 2021 Alset International received $8,350,000 Promissory Note from American Medical REIT Inc.

a company which is less than 3.5% owned by LiquidValue as of December 31, 2021.

Chan Heng Fai and Chan Tung Moe are directors of American

Medical REIT Inc.

The notes carry interests of 8% and are payable in two, three years and 25 months, respectively.

a company which is 15.8% owned by LiquidValue as of December 31, 2022.

Chan Heng Fai and Chan Tung Moe are directors of American Medical

The notes carry interest rates of 8% and are payable in two, three years and 25 months, respectively.

LiquidValue also received

warrants to purchase AMRE shares at the exercise price of $5.00 per share.

The amount of the warrants equals to the note principle divided

The amount of the warrants equals to the note principal divided

by the exercise price.

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downward to fifty percent (50%) of the IPO price.

As of December 31, 2021 and 2020, the fair market value of the warrants was $0.

Company accrued $130,000 and $13,431 interest income as of December 31, 2021 and 2020, respectively.

In March 2022 the Company converted two $200,000 loans, together with associated warrants

into 167,938 common shares of AMRE, and increased its ownership in AMRE from 3.4% to 15.8%.

On July 12, 2022, pursuant to Assignment

and Assumption Agreement from February 25, 2022, as amended on July 12, 2022, the Company sold the $8,350,000 loan, together with accrued

interest, to DSS for a purchase price of 21,366,177 shares of DSS’s common stock.

The loss from this transaction of $1,089,675

was calculated as the difference between the face value of promissory note together with accrued interest and the fair value of DSS stock

on July 12, 2022, and was recorded under Other Expense in Statement of Operations.

As of December 31, 2021, the fair market value of

the warrants was $0.

The Company accrued $0 and $130,000 interest income as of December 31, 2022 and 2021, respectively.

January 24, 2017, SeD Capital Pte Ltd, a 100% owned subsidiary of Alset International lent $350,000 to iGalen Inc.

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which the Company holds approximately 19% ownership.

April 20, 2021, SeD Capital Pte Ltd entered into Joint Venture Agreement with Novum Alpha Pte Ltd., pursuant to which, each company owns

50% of the joint venture company Credas Capital Pte Ltd.

Based on the agreement, SeD Capital Pte Ltd contributed 90% of the initial $150,000

shareholder loan to the joint venture, with the remaining balance contributed by Novum Alpha.

The loan carries 0% interest rate and will

be repaid on a “first-in first-out” basis, out of the operating profits of the joint venture, with the immediate partial

payment of $100,000 of the initial loan to SeD Capital, once the company achieves profitability.

As of December 31, 2021, the outstanding

balance was $135,720.

the first quarter of 2022, a subsidiary of the Company made a non-interest bearing advance in the amount of $476,250 on behalf of Alset

Investment Pte.

Ltd., a company 100% owned by one of our directors.

Such advance was made in connection with a private placement into

Alset Capital Acquisition Corp.

by its sponsor, Alset Acquisition Sponsor, LLC.

On September 30, 2022 Alset Investment repaid all balance

due of $476,250.

Company paid some operating expenses for Alset Capital Acquisition Corp., a special purpose acquisition company of which the Company

The advances are interest free with no set repayment terms.

As of December 31, 2022 and 2021, the balance of these advances

July 28, 2022 Hapi Café Inc.

entered into binding term sheet (the “First Term Sheet”) with Ketomei Pte Ltd and Tong

Leok Siong Constant, pursuant to which Hapi Café lent Ketomei $41,750.

This loan has a 0% interest rate for the first 60 days

and an interest rate of 8% per annum afterwards.

On August 4, 2022 the same parties entered into another binding term sheet (the “Second

Term Sheet”) pursuant to which Hapi Café agreed to lend Ketomei up to S$360,000 Singapore Dollars (equal to approximately

$250,500 US Dollars) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan

In addition, pursuant to the Second Term Sheet, the July 28, 2022 loan was modified to include conversion rights.

2022, Ketomei drew $29,922 from the loan.

As of December 31, 2022, Ketomei owed $198,162 to Hapi Cafe.

November 24, 2020, American Pacific Bancorp.

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and son of Chan Heng Fai, Chairman and Chief Executive Officer of the Company, bearing interest at 6%, with a maturity date of November

This loan was secured by an irrevocable letter of instruction on 80,000 shares of Alset EHome International.

On November 24,

2020, American Pacific Bancorp.

lent $280,000 to Lim Sheng Hon Danny, an employee of one of the subsidiaries of the Company, bearing

interest at 6%, with a maturity date of November 23, 2023.

This loan was secured by an irrevocable letter of instruction on 40,000 shares

of Alset EHome International.

Subsequent to the making of these loans, the Company acquired the majority of the issued and outstanding

common stock of American Pacific Bancorp.

As of December 31, 2021, both principal and interest, $840,000 and $28,031, of both loans to

Chan Tung Moe and Lim Sheng Hong, were fully paid off.

This loan was secured by an irrevocable letter of instruction on 4,000 shares of Alset Inc.

On November 24, 2020, American

Pacific Bancorp.

lent $280,000 to Lim Sheng Hon Danny, an employee of one of the subsidiaries of the Company, bearing interest at

6%, with a maturity date of November 23, 2023.

This loan was secured by an irrevocable letter of instruction on 2,000 shares of Alset

Subsequent to the making of these loans, the Company acquired the majority of the issued and outstanding common stock of American

Pacific Bancorp.

As of December 31, 2021, both principal and interest, $840,000 and $28,031, of both loans to Chan Tung Moe and Lim Sheng

Hong, were fully paid off.

Agreement to Purchase Shares of Document Security Systems, Inc.

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The loan closed on January 26, 2022 after all closing conditions

Chan opted to convert all of the amount of such note into 10,000,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

Chan opted to convert all of the amount of such note into 500,000 shares of the Company’s common stock, which shares

were issued on January 27, 2022.

of Shares of DSS

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Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively.

Company and its majority-owned subsidiary Alset International each own 45% of the sole member of Alset Acquisition Sponsor, LLC, the

sponsor of Alset Capital, with the remaining 10% of the sole member of the sponsor owned by Alset Investment Pte.

Ltd., a company owned

by the Company’s Chairman, Chief Executive Officer and largest stockholder, Chan Heng Fai.

Company and its majority-owned subsidiary, Alset International, own 55% and 45% of the sole member of Alset Acquisition Sponsor, LLC, the

sponsor of Alset Capital, respectively.

of Note from DSS

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$8,717,400, the aggregate of the principal amount and the accrued but unpaid interest under the Note, by $0.408 per share.

of shares of DSS common stock to be issued as consideration may be adjusted based on the accrued interest if the parties should agree

to close this transaction on a date other than the anticipated date of May 15, 2022.

The closing of the assumption agreement and the

issuance of the DSS shares described above will be subject to the approval of the NYSE American and DSS’s shareholders.

closing of the Assumption Agreement and the issuance of the DSS shares described above was subject to the approval of the NYSE American

and DSS’s shareholders.

The shareholders of DSS approved this transaction on May 17, 2022.

On July 12, 2022, Alset International

entered into Amendment No.

1 to the Assumption Agreement.

Amendment No.

1 revised the Assumption Agreement to remove an adjustment provision.

On July 12, 2022, the transactions contemplated by the Assumption Agreement and Amendment No.

1 were consummated, Alset International

assigned the Note to DSS, and DSS issued to Alset International 21,366,177 shares of DSS’s common stock.

of Rental Business from Majority-Owned Subsidiary

On December 9, 2022, Alset Inc.

entered into an agreement with Alset EHome Inc.

and Alset International Limited pursuant to which Alset Inc.

agreed to reorganize the

ownership of its home rental business.

Previously, Alset Inc.

and certain majority-owned subsidiaries collectively owned 132 single-family

rental homes in Texas.

112 of these rental homes are owned by subsidiaries of American Home REIT Inc.

owns 85.4% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome Inc.

The closing of the transaction

contemplated by this agreement was completed on January 13, 2023.

Pursuant to this agreement, Alset Inc.

has become the direct owner of

AHR and its subsidiaries that collectively own these 112 homes, instead of such homes being owned indirectly through Alset International

Limited’s subsidiaries.

Alset EHome Inc.

for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000, a promissory note

in the amount of $11,350,933 and a cash payment of $1,000,000.

This purchase price represents the book value of AHR as of November 30,

The closing of this transaction was approved by the

shareholders of Alset International Limited.

Certain members of Alset Inc.’s Board of Directors and management are also members

of the Board of Directors and management of each of Alset International Limited and Alset EHome Inc.

Acquisition of Additional Value Exchange Securities

On October 17, 2022, our majority-owned subsidiary

Hapi Metaverse entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Chan Heng Fai, who is the Chairman

of Hapi Metaverse’s Board of Directors and the Chairman, Chief Executive Officer and largest stockholder of Alset Inc.

to the Stock Purchase Agreement, Hapi Metaverse bought an aggregate of 7,276,163 shares of Value Exchange International Inc.

for the following purchase prices:

(i) $1,733,079.12 for 7,221,163 shares, representing a price of $0.24 per share;

(ii) $2,314 for 10,000

shares, representing a price of $0.2314 per share;

(iii) $5,015 for 25,000 shares, representing a price of $0.2006 per share;

and (iv) $3,326

for 20,000 shares, representing a price of $0.1663 per share.

Collectively, these purchases represent an aggregate purchase price of $1,743,734.12

for 7,276,163 shares of VEII.

Such purchase prices were negotiated between the parties to the Stock Purchase Agreement.

Chan and another member of the Board of Directors

of Hapi Metaverse, Lum Kan Fai Vincent, are both members of the Board of Directors of VEII.

In addition to Mr.

Chan, two other members

of the Board of Directors of Alset Inc.

are also members of the Board of Directors of VEII (Mr.

Wong Shui Yeung and Mr.

Wong Tat Keung).

Indemnification

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The indemnification agreements and

our certificate of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted

by Delaware law.

See “Indemnification of Directors and Executive Officers.”

bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Texas law.

See “Indemnification

of Directors and Executive Officers.”

Principal Accounting Fees and Services

following table indicates the fees paid by us for services performed for the years ended December 31, 2022, and December 31, 2021:

Ended December 31, 2021

Ended December 31, 2020

December 31, 2022

December 31, 2021

Audit-Related Fees

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during the years ended December 31, 2022 and December 31, 2021 for the audit of our financial statements and review of our Form 10-Qs.

This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and

state income tax returns.

Audit-Related

This category includes the aggregate fees billed for professional services rendered by the independent auditors during

the years ended December 31, 2022 and December 31, 2021 for services performed in relation to Form S-3 and S-8 filed by the Company.

This category includes the aggregate fees billed for tax compliance services.

This category includes the aggregate fees billed for all other services, exclusive of the fees disclosed above,

rendered during the year ended December 31, 2022 and December 31, 2021.

December 21, 2021, the Board of Directors of the Company dismissed Briggs & Veselka Co.

(“B&V”) as its independent

registered public accounting firm at the recommendation of the Audit Committee.

B&V’s audit report on the Company’s financial

statements for the year ended December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified

or modified as to uncertainty, audit scope or accounting principles.

December 22, 2021, the Company engaged Grassi & Co., CPAs, P.C.

(“Grassi”) as its independent registered public accounting

firm for the Company’s fiscal year ending December 31, 2021.

firm for the Company’s fiscal years ending December 31, 2022 and 2021.

The decision to engage Grassi was recommended by the Company’s

13 unchanged sentences

Underwriting Agreement, dated as of December 5, 2021, incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

Underwriting Agreement by and between the Company and Aegis Capital Corp., dated February 6, 2023., incorporated herein by reference to Exhibit 1.1 on Form 8-K filed with the SEC on February 8, 2023.

Certificate of Merger, incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2021.

Agreement and Plan of Merger dated as of September 6, 2022, by and between Alset EHome International Inc.

and Alset, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September, 6, 2022.

Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

6 unchanged sentences

Certificate of Amendment, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on June 14, 2021.

Texas Certificate of Merger, filed on September 7, 2022 incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Delaware Certificate of Merger, filed on September 12, 2022 incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Restated Certificate of Formation of Alset, Inc.

incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Bylaws of Alset Inc.

incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Certificate of Amendment to Certificate of Formation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2022.

Form of Representative’s Warrant, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2020.

16 unchanged sentences

Assignment and Assumption Agreement, dated as of September 15, 2017, by and between MacKenzie Development Company, LLC and Adams-Aumiller Properties, LLC, incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Purchase Agreement, dated as of October 1, 2018, by and between HF Enterprises Inc.

and Heng Fai Chan as the sole shareholder of

Alset Global Pte.

Stock Purchase Agreement, dated as of October 1, 2018, by and between HF Enterprises Inc.

and Heng Fai Chan as the sole shareholder of Alset Global Pte.

(formerly known as Hengfai International Pte.

Ltd.), incorporated herein by reference to Exhibit

10.28 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23,

Ltd.), incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Stock Purchase Agreement, dated as of October 1, 2018, by and between HF Enterprises Inc.

22 unchanged sentences

Chan Heng Fai Ambrose, dated January 4, 2021, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 12, 2021.

Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as

Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of February 8, 2021, incorporated herein by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February

Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of February 8, 2021, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2021.

Securities Purchase Agreement By and Among Alset EHome International Inc., Chan Heng Fai Ambrose, True Partner International Limited, LiquidValue Development Pte Ltd.

10 unchanged sentences

Form of Series B Warrant Agent Agreement, incorporated by reference to Exhibit 10.34 on Form S-1 filed with the SEC on May 4, 2021.

Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as

Hengfai Business Development Pte.

Ltd.) and Chan Tung Moe, dated as of July 1, 2021, incorporated by reference to Exhibit

10.1 on Form 8-K filed with the SEC on July 7, 2021.

Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Tung Moe, dated as of July 1, 2021, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on July 7, 2021.

Subscription Agreement by and among Document Security Systems, Inc.

3 unchanged sentences

Warrant Agent Agreement, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

to the Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of December 13, 2021 incorporated by reference

to Exhibit 10.1 on Form 8-K filed with the SEC on December 17, 2021.

Supplement to the Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of December 13, 2021 incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on December 17, 2021.

Securities Purchase Agreement with Heng Fai Ambrose Chan, dated as of January 17, 2022, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on January 20, 2022.

1 unchanged sentence

(sale of AI shares), dated as of January 18, 2022, incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on January 20, 2022.

Purchase Agreement with DSS, Inc.

(sale of TP), dated as of January 18, 2022, incorporated by reference to Exhibit 10.3 on Form 8-K

filed with the SEC on January 20, 2022.

Stock Purchase Agreement with DSS, Inc.

(sale of TP), dated as of January 18, 2022, incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on January 20, 2022.

Stock Purchase Agreement with Heng Fai Ambrose Chan, dated January 24, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2022.

Stock Purchase Agreement with DSS, Inc., dated January 25, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2022.

to Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of January 26, 2022, incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1,

Amendment to Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of January 26, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2022.

Assignment and Assumption Agreement, dated as of February 25, 2022, by and between Alset International Limited and DSS, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2022.

13 unchanged sentences

and DSS, Inc., dated February 28, 2022, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.

Agreement between Alset EHome International Inc.

and CA Global Consulting Inc., dated as of April 8, 2021.

Service Agreement for Chief Executive Officer, between Alset International Limited and Chan Heng Fai, dated as of December 10, 2021.

Consulting Agreement between Alset EHome International Inc.

and CA Global Consulting Inc., dated as of April 8, 2021, incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022.

Service Agreement for Chief Executive Officer, between Alset International Limited and Chan Heng Fai, dated as of December 10, 2021, incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022.

Consulting Agreement, dated June 23, 2022, by and between SeD Development Management LLC and MacKenzie Equity Partners, LLC., incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022

Amendment No.

1 to Assignment and Assumption Agreement, dated July 12, 2022, by and between Alset International Limited and DSS, Inc., incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on July 14, 2022.

Addendum to Consulting Agreement, by and between Alset EHome International Inc.

and CA Global Consulting Inc., dated as of May 6, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

Contract for Purchase and Sale and Escrow Instructions, dated as of October 28, 2022, by and between 150 CCM Black Oak, LTD and Century Land Holdings of Texas, LLC

First Amendment to Contract for Purchase and Sale and Escrow Instructions, dated as of November 28, 2022, by and between 150 CCM Black Oak, LTD and Century Land Holdings of Texas, LLC

Purchase and Sale Agreement, dated March 16, 2023, between 150 CCM Black Oak, LTD and Rausch Coleman Homes Houston, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023.

Contract of Sale, dated March 17, 2023, between 150 CCM Black Oak, LTD and Davidson Homes, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023.

Code of Conduct, incorporated herein by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

1 unchanged sentence

Subsidiaries of the Company.

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Co-Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officers Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Consent of Grassi & Co., CPAs, P.C.

Certification

of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Co-Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Co-Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Executive Officer and Chief Financial Officers Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002.

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Filed herewith.

Furnished herewith.

(1) Certain of the exhibits and schedules to this

Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits

and schedules to the SEC upon its request.

(2) Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential

treatment of select information.

The Registrant agrees to furnish a copy of all omitted information to the SEC upon its request.

Form 10-K Summary

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

EHome International Inc.

March 31, 2023

1 unchanged sentence

Rongguo (Ronald) Wei

Co-Chief Financial

Co-Chief Financial Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive Officer, Director

March 31, 2023

Chan Heng Fai

Executive Officer, Director

Executive Officer)

(Principal Executive Officer)

Chief Executive Officer, Director

March 31, 2023

Chan Tung Moe

Executive Officer

Executive Officer)

Lui Wai Leung Alan

Financial Officer

(Principal Executive Officer)

Wai Leung Alan

Financial Officer and

Accounting Officer)

Co-Chief Financial Officer

March 31, 2023

Lui Wai Leung Alan

Financial Officer and Principal Accounting Officer)

Co-Chief Financial Officer

March 31, 2023

Rongguo (Ronald) Wei

Financial Officer

Financial Officer and

Accounting Officer)

Ang Hay Kim Aileen

Hay Kim Aileen

Financial Officer and Principal Accounting Officer)

March 31, 2023

Wong Tat Keung

March 31, 2023

Wong Shui Yeung

Sheng Hon Danny

March 31, 2023

Lim Sheng Hon Danny

March 31, 2023

Joanne Wong Hiu Pan

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures