What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 850 added, 672 removed, 532 unchanged (74% of the section changed)

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following table sets forth the names and ages of our executive officers, directors, director nominees and key employees, and their positions

with us, as of March 31, 2023:

Chan Heng Fai

Founder, Chairman of the Board and Chief Executive

Chan Tung Moe

with us, as of April 1, 2024:

Chairman of the Board and Chief Executive Officer

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

Wai Leung Alan

Financial Officer

Sheng Hon Danny

Development Officer

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 also served

as the Chairman and Chief Executive Officer of Alset Capital Acquisition Corp.

since October 2021.

From 1995 to 2015, Mr.

as Managing Chairman of Hong Kong-listed Zensun Enterprises Limited (formerly Heng Fai Enterprises Limited), an investment holding company.

as the Chairman of HWH International Inc.

(formerly known as Alset Capital Acquisition Corp.) since October 2021.

From 1995 to 2015,

Chan served as Managing Chairman of Hong Kong-listed Zensun Enterprises Limited (formerly Heng Fai Enterprises Limited), an investment

holding company.

Chan had previously served as a member of the Board of Zensun Enterprises Limited since September 1992.

Chan was formerly the

Managing Director of SingHaiyi Group Ltd., a Singapore property development, investment and management company (“SingHaiyi”),

from March 2003 to September 2013, and the Executive Chairman of China Gas Holdings Limited, an investor and operator of the city gas

pipeline infrastructure in China from 1997 to 2002.

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

was formerly the Managing Director of SingHaiyi Group Ltd.

(now known as SingHaiyi Group Pte.

Ltd.), a Singapore property development

company (“SingHaiyi”), from March 2003 to September 2013, and the Executive Chairman of China Gas Holdings Limited, an investor

and operator of city gas pipeline infrastructure in China from 1997 to 2002.

Chan has served as a non-executive director of DSS since January 2017 and as Executive Chairman of the Board since March 2019.

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

from June 2018 until April 2022.

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

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

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’s

99.6%-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 SHRG since April 2020.

Chan has served as a member of the Board of VEII since December 2021.

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

from July 2013 until June 2021.

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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.

a member of the Board of Directors of RSI International Systems, Inc., a Toronto Stock Exchange-listed company, 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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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

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

company, from July 2007 to August 2016.

Tung Moe has a diverse background and experience in the fields of property, hospitality, investment, technology and consumer finance.

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

Moe Chan is responsible

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

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

Moe Chan has served as a director of DSS, Inc., a NYSE listed company, since September 2020.

From April 2014 to June 2015, Mr.

was the Chief Operating Officer of Zensun Enterprises Limited (formerly known as ZH International Holdings Limited and Heng Fai Enterprises

Limited), an investment holding company listed on the HKSE 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, Mr.

Moe Chan was an executive director (from March 2006 to February 2014) and the Chief of Project Development (from April

2013 to February 2014) of SingHaiyi Group Ltd (now known as SingHaiyi Group Pte.

Ltd.), a property development company in Singapore which

was listed on the Singapore Exchange Mainboard, overseeing its property development projects.

Moe Chan was also a non-executive director

of the Toronto Stock Exchange-listed RSI International Systems Inc., a hotel software company and the developer of RoomKeyPMS, a web-based

property management system, from July 2007 to August 2016.

Moe Chan has a diverse background and experience in the fields of property, hospitality, investment, technology and consumer finance.

He holds a Master’s Degree in Business Administration with honors from the University of Western Ontario, a Master’s Degree

in Electro-Mechanical Engineering with honors and a Bachelor’s Degree in Applied Science with honors from the University of British

Chan Tung Moe is the son of Chan Heng Fai.

board of directors appointed Chan Tung Moe in recognition of his extensive knowledge of real estate and ability to assist the Company

in expanding its business.

Moe Chan is the son of Chan Heng Fai.

The board of directors appointed Mr.

Moe Chan in recognition of his extensive knowledge of real

estate and ability to assist the Company in expanding its business.

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

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Wong CPA Limited.

Wong has served as a member of the Board of Directors of Alset Capital Acquisition Corp.

since January 2022.

has been an independent non-executive director of Alset International since January 2017.

Wong has been an independent non-executive

director of Roma Group Limited, a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive

director of Lerthai Group Limited, a property, investment, management and development company, since December 2018.

Previously, he served

as the director and sole proprietor of Aston Wong & Co., a registered certified public accounting firm, from January 2006 to February

From January 2005 to December 2005, he was a Partner at Aston Wong, Chan & Co., Certified Public Accountants.

From April 2003

to December 2004, he served at Gary Cheng & Co., Certified Public Accountants as Audit Senior.

He served as an Audit Junior to Supervisor

of Hui Sik Wing & Co., certified public accountants from April 1993 to December 1999.

He served as an independent non-executive director

of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December 2009 to July 2015.

Wong is a Certified Public Accountant admitted

to practice in Hong Kong.

He is a Fellow Member of Association of Chartered Certified Accountants and an Associate Member of the Hong

Kong Institute of Certified Public Accountants.

He holds a Master in Business Administration degree (financial services) from the University

of Greenwich, London, England.

Wong has served as a member of the Board of Directors of HWH International Inc.

(formerly known as Alset Capital

Acquisition Corp.) since January 2022.

He has been an independent non-executive director of Alset International since January 2017.

Wong has been an independent non-executive director of Roma Group Limited, a valuation and technical advisory firm, since March 2016,

and has served as an independent non-executive director of Lerthai Group Limited, a property, investment, management and development

company, since December 2018.

Previously, he served as the director and sole proprietor of Aston Wong & Co., a registered certified

public accounting firm, from January 2006 to February 2010.

From January 2005 to December 2005, he was a Partner at Aston Wong, Chan

& Co., Certified Public Accountants.

From April 2003 to December 2004, he served at Gary Cheng & Co., Certified Public Accountants

as Audit Senior.

He served as an Audit Junior to Supervisor of Hui Sik Wing & Co., certified public accountants from April 1993 to

December 1999.

He served as an independent non-executive director of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December

2009 to July 2015.

Wong is a Certified Public Accountant admitted to practice in Hong Kong.

He is a Fellow Member of Association

of Chartered Certified Accountants and an Associate Member of the Hong Kong Institute of Certified Public Accountants.

He holds a Master

in Business Administration degree (financial services) from the University of Greenwich, London, England.

Wong demonstrates extensive knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business,

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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.

of the Board of Directors of HWH International Inc.

(formerly known as 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 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 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 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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Wong is a practicing member and fellow member of Hong

Kong Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute and holds a bachelor’s

degree in business administration.

He has over 20 years’ experience in accounting, auditing, corporate finance, corporate investment

and development, and company secretarial practice.

Wong has served as a member of the Board of Directors of Alset Capital Acquisition

since January 2022.

Wong has served as an independent non-executive director of Alset International Limited since June 2017,

the shares of which are listed on the Catalist Board of Singapore Stock Exchange.

Wong was an independent non-executive director

of SMI Holdings Group Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange

of Hong Kong Limited and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019

to November 2020, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Kong Institute of Certified Public Accountants and holds a bachelor’s degree in business administration.

He has over 25 years’

experience in accounting, auditing, corporate finance, corporate investment and development, and company secretarial practice.

has served as an independent non-executive director of Alset International Limited since June 2017, the shares of which are listed on

the Catalist Board of Singapore Stock Exchange.

Wong is the Chairman of the Audit & Risk Management Committee and the Remuneration

Committee of Alset International Limited.

Wong has served as a member of the Board of Directors of HWH International Inc.

known as Alset Capital Acquisition Corp.) since January 2022.

Wong has served as a member of the Board of Value Exchange International

since April 2022, the shares of which are listed on OTC markets.

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

July 2022, the shares of which are listed on NYSE.

Wong has served as a member of the Board of First Credit Finance Group Limited

since February 2024, the shares of which are listed on HKSE.

Wong was an independent non-executive director of SMI Holdings Group

Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited

and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November 2020,

the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Wong’s knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business, as well as working

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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

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 served as a member of the Board of DSS, Inc., a publicly traded company on the New York Stock

Exchange since October 2023.

Lim has served as Chief Operating Officer of HWH International Inc., a publicly traded company on the

Nasdaq stock exchange since February 2024 and also serves as its Chief Strategy Officer.

Lim has over 7 years of experience in business development, merger & acquisitions, corporate restructuring and strategic planning

and execution.

Lim manages the Group’s business development efforts, focusing on corporate strategic planning, merger and acquisition

and capital markets activities.

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 or 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.

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.

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.

Anthony is a certified public accountant (“CPA”)

registered with the State of New York and a seasoned finance executive with over 33 years of professional experience in auditing, SEC

reporting, compliance and risk management.

Currently, Mr.

Chan is the Chief Financial Officer of Sharing Services Global Corporation

(OTC:SHRG), and since 2014, Anthony has served as President and Co-founder of CA Global Consulting Inc., and since 2020, as Director

of Assurance and Advisory Services of Wei, Wei & Co., LLP, a PCAOB-registered public accounting firm.

Previously, Anthony served

as Chief Financial Officer of several public companies, including SPI Energy Co., Ltd.

(NASDAQ:SPI), Helo Corp.

(OTC:HLOC) and Sino-Global

Shipping America, Ltd.

Prior to that, Mr.

Chan was a partner at three full-service CPA firms in New York, namely, UHY LLP, Friedman LLP

and Berdon LLP.

Anthony holds a Bachelor of Arts degree in Accounting and Economics from Queens College, City University of New York

(“CUNY”) and a Master of Business Administration degree in Finance and Investments from Baruch College, CUNY.

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.

Wai Leung Alan has been our Co-Chief Financial Officer since March 2018.

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consulting company, since October 2016.

He has also served as a director of LiquidValue Asset Management Pte Limited, a Singapore fund

management company, since April 2018.

Both companies are wholly owned subsidiaries of Alset International.

Lui has served as the

Co-Chief Financial Officer of LiquidValue Development since December 2017 and has served as the Co-Chief Financial Officer of Alset EHome

BMI Capital Partners International Ltd is wholly owned subsidiaries of Alset International.

Lui has served as the Co-Chief Financial Officer of LiquidValue Development since December 2017 and has served as the Co-Chief Financial

Officer of Alset EHome Inc.

since October 2017.

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.

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

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

and management.

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 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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since March 2017.

Wei has also served as the Chief Financial Officer of Alset Capital Acquisition Corp.

since October 2021.

is a finance professional with more than 15 years of experience working in public and private corporations in the United States.

Chief Financial Officer of SeD Development Management LLC, Mr.

Wei is responsible for oversight of all finance, accounting, reporting

and taxation activities for that company.

Wei has also served as the Chief Financial Officer of HWH International Inc.

(formerly known as Alset Capital Acquisition

Corp.) since October 2021.

Wei is a finance professional with more than 15 years of experience working in public and private corporations

in the United States.

As the Chief Financial Officer of SeD Development Management LLC, Mr.

Wei is responsible for oversight of all finance,

accounting, reporting and taxation activities for that company.

Prior to joining SeD Development Management LLC in August 2016, Mr.

Wei worked for several

different U.S.

multinational and private companies including serving as Controller at American Silk Mill, LLC, a textile manufacturing

and distribution company, from August 2014 to July 2016, serving as a Senior Financial Analyst at Air Products & Chemicals, Inc.,

a manufacturing company, from January 2013 to June 2014, and serving as a Financial/Accounting Analyst at First Quality Enterprise, Inc.,

a personal products company, from 2011 to 2012.

Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc.,

a biotech company, from February to May 2017, and has served as Chief Financial Officer of that company from February 2017 until November

Wei came to the United States, he worked as an equity analyst at Hong Yuan Securities, an investment bank in Beijing,

China, concentrating on industrial and public company research and analysis.

Wei is a certified public accountant and received his

Master of Business Administration from the University of Maryland and a Master of Business Taxation from the University of Minnesota.

worked for several different U.S.

multinational and private companies including serving as Controller at American Silk Mill, LLC, a textile

manufacturing and distribution company, from August 2014 to July 2016, serving as a Senior Financial Analyst at Air Products & Chemicals,

Inc., a manufacturing company, from January 2013 to June 2014, and serving as a Financial/Accounting Analyst at First Quality Enterprise,

Inc., a personal products company, from 2011 to 2012.

Wei served as a member of the Board Directors of Amarantus Bioscience Holdings,

Inc., a biotech company, from February to May 2017, and has served as Chief Financial Officer of that company from February 2017 until

November 2017.

Wei came to the United States, he worked as an equity analyst at Hong Yuan Securities, an investment bank in

Beijing, China, concentrating on industrial and public company research and analysis.

Wei is a certified public accountant and received

his Master of Business Administration from the University of Maryland and a Master of Business Taxation from the University of Minnesota.

Wei also holds a Master in Business degree from Tsinghua University and a Bachelor’s degree from Beihang University.

MacKenzie was appointed our Chief Development Officer in December 2019.

MacKenzie has served as a member of the Board of Directors

of LiquidValue Development since December 2017.

MacKenzie has served as a member of the Board of

Directors of LiquidValue Development since December 2017.

He has served as Chief Executive Officer-United States of Alset EHome Inc.

2020 and has served as the Chief Development Officer for SeD Development Management, a subsidiary of Alset EHome Inc., since July 2015.

since April 2020 and has served as the Chief Development Officer for SeD Development Management, a subsidiary of Alset EHome Inc.,

since July 2015.

MacKenzie also serves as a member of the Board of Directors of Alset EHome Inc.

since October 2017.

He was previously the Chief Development

Officer for Inter-American Development (IAD), a subsidiary of Heng Fai Enterprises Limited (now known as Zensun Enterprises Limited)

from April 2014 to June 2015.

MacKenzie is the Founder and President of MacKenzie Equity Partners, specializing in mixed-use real

estate investments.

MacKenzie was also the owner of Smartbox Portable Storage, a residential moving and storage company, from October

2006 to a successful sale in February 2017.

MacKenzie focuses on acquisitions and development of residential and mixed-use projects

within the United States.

MacKenzie specializes in site selection, contract negotiations, marketing and feasibility analysis, construction

and management oversight, building design and investor relations.

previously the Chief Development Officer for Inter-American Development (IAD), a subsidiary of Heng Fai Enterprises Limited (now

known as Zensun Enterprises Limited) from April 2014 to June 2015.

MacKenzie is the Founder and President of MacKenzie Equity

Partners, specializing in mixed-use real estate investments since 2006, and served in various brokerage and development roles with

MacKenzie Commercial Real Estate Services from 1997 to 2006.

MacKenzie was also the owner of Smartbox Portable Storage, a

residential moving and storage company, from October 2006 to a successful sale in February 2017.

MacKenzie focuses on

acquisitions and development of residential and mixed-use projects within the United States.

MacKenzie specializes in site

selection, contract negotiations, marketing and feasibility analysis, construction and management oversight, building design and

investor relations.

Mackenzie has developed over 1,300 residential units including single family homes, multifamily, and senior

living dwellings totaling more than $110 million and over 650,000 square feet of commercial real estate valued at over $100 million.

MacKenzie received a B.A.

and graduate degree from St.

University, where he served on Board of Trustees from 2003 to 2007.

Lawrence University, where he served on Board of Trustees from 2003 to

Gershon has been our Chief Legal Officer since October 2018.

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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

to this code, or any waivers of its requirements, on our company website.

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 to this code, or any waivers of

its requirements, on our company website.

comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts.

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

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.

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

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

Our Board of Directors has determined

that each of Wong Tat Keung, William Wu, Wong Shui Yeung and Joanne Wong Hiu Pan is independent.

Indemnification

of Directors and Executive Officers

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.

A summary of the circumstances in which

such indemnification provided for is contained herein.

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.

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

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of our company.

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.

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

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)

In 2022, Chan Heng Fai was 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.

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;

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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.

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

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

entered into an Executive Employment

Agreement (the “Employment Agreement”) with the Company’s Chairman and Chief Executive Officer, Chan Heng Fai.

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.

Such bonus payments shall be paid in cash or the Company’s

common stock, at the election of Mr.

Company and Alset Business Development Pte.

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under the Employment Agreement.

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.

2022, Chan Heng Fai was 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.

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.

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.

Such Severance Payment shall be paid in cash only.

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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.

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.

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.

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.

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

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with our subsidiary’s real estate projects.

as of February 15, 2022, the Company has appointed Anthony S.

Chan as the Chief Operating Officer of the Company.

Chan has served

as a consultant to the Company since April of 2021.

Chan will continue to be compensated pursuant to the terms of a consulting agreement

entered into between the Company and CA Global Consulting Inc., pursuant to which the Company pays Anthony S.

Chan’s company $12,000

Chan served as the Chief Operating Officer of the Company from February 2022 until March 2024.

Chan has served as a consultant

to the Company since April of 2021.

Chan will continue to serve as a consultant to the Company and be compensated pursuant to the

terms of a consulting agreement entered into between the Company and CA Global Consulting Inc., pursuant to which the Company pays Anthony

Chan’s company $15,000 per month.

Equity Awards at Fiscal Year End

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fiscal year ended December 31, 2023, except for Chan Heng Fai and Moe Tung Chan, whose information is set forth in the summary compensation

Directors’ Fee

Total Compensation

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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

for their services as directors of that company.

Our Board of Directors reviews director compensation annually and adjusts it according

to then current market conditions and good business practices.

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year ending December 31, 2023.

In 2024 the compensation to members of our Board of Directors was increased to $5,000 per quarter.

of our directors are compensated for services on the Board of Directors of companies in which we are a shareholder, including but not

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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

Authorized for Issuance under Equity Compensation Plans

COMPENSATION PLAN INFORMATION

Plan category

Number of securities to be issued upon exercise of

Number of securities to be issued

upon exercise of outstanding options, warrants and rights

Weighted-average exercise price 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))

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

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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:

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.

as of April 1, 2024, 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.

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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All Directors and Officers (11 individuals)

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.

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.

4,603,818 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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and Relationships with Directors, Officers and 5% Stockholders

Guarantees by Director

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 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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2022, the outstanding balance was $12,716 and $12,668, respectively.

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

and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”)

to purchase 1,500,000,000 shares of Alset International Limited, which was valued at $28,363,966;

(ii) purchase of all of the issued

and outstanding stock of LiquidValue Development Pte Ltd.

(“LVD”), which was valued at $173,395;

(iii) purchase of 62,122,908

ordinary shares in True Partner Capital Holding Limited (HKG:

8657) (“True Partner”), which was valued at $6,729,629;

(iv) purchase of 4,775,523 shares of the common stock of American Pacific Bancorp Inc.

(“APB”), which was valued at $28,653,138.

The total amount of above four transactions was $63,920,129, payable on the Closing Date by the Company, in the convertible promissory

notes (“Alset CPNs”), which, subject to the terms and conditions of the Alset CPNs and the Company’s shareholder approval,

shall be convertible into shares of the Company’s common stock (“AEI Common Stock”), at par value of $0.001 per share,

at the conversion price of AEI’s Stock Market Price.

AEI’s Stock Market Price shall be $111.80 per share, equivalent to the

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

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.

Dollars) from Chan Heng Fai.

The unpaid principal amount of the Loan shall be due and payable on May 14, 2022 and the Loan shall have no interest.

The loan was paid

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

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.

Heng Fai provided an interest-free, due on demand advance to Hapi Metaverse Inc.

for its general operations.

As of September 30, 2023

and December 31, 2022, the outstanding balance was $4,153 and $4,158, respectively

Equity Partners, LLC, an entity owned by Charles MacKenzie, a Director of the Company, has a consulting agreement with a majority-owned

subsidiary of the Company.

Pursuant to an agreement entered into in June of 2022, as supplemented in August, 2023, the Company’s

subsidiary has paid $25,000 per month for consulting services.

In addition, MacKenzie Equity Partners has been paid certain bonuses,

including (i) a sum of $50,000 in June, 2022;

(ii) a sum of $50,000 in August 2023;

and (iii) a sum of $50,000 in December 2023.

Company incurred expenses of $400,000 and $350,000 in the years ended December 31, 2023 and 2022, 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.

On December 31, 2023 and 2022,

the Company owed this related party $27,535 and $25,000, respectively.

Receivable from a Related Party Company

1 unchanged sentence

(“LiquidValue”) received two $200,000 Promissory

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

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 principal divided

by the exercise price.

If AMRE goes to IPO in the future and IPO price is less than $10.00 per share, the exercise price shall be adjusted

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

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.

The term of the loan

was two years, with an interest rate of 3% per annum for the first year and 5% per annum for the second year.

The expiration term was

renewed as due on demand after two years with 5% per annum interest rate.

As of December 31, 2020, the outstanding principle was $350,000

and accrued interest $61,555.

On December 31, 2021, the management of the Company evaluated the financial and the operation results of

iGalen and concluded that possibility to repay this loan is not probable, and the principal and accrued interest total of $412,754 was

recorded as bad debt expense.

Notes and on October 29, 2021 Alset International received $8,350,000 Promissory Note from AMRE, a company which is 15.8% owned by LiquidValue

as of December 31, 2022.

Chan Heng Fai and Chan Tung Moe are directors of AMRE.

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 principal divided by the exercise price.

If AMRE goes to IPO in the future

and IPO price is less than $10.00 per share, the exercise price shall be adjusted downward to fifty percent (50%) of the IPO price.

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.

of December 31, 2022, the Company provided advances for operation of $236,699 to HWH World Co., a direct sales company in Thailand of

which the Company holds approximately 19% ownership.

The subsidiary holding investment in HWH World Co.

was sold during 2023.

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

4 unchanged sentences

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.

lent $560,000 to Chan Tung Moe, an officer of one of the subsidiaries of the Company

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 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.

September 3, 2021, the Company entered into a subscription agreement to purchase 12,155,591 shares of the common stock of DSS for a price

of $1.234 per share for an aggregate purchase price of approximately $15 Million.

This transaction closed on September 8, 2021.

Investment into American Pacific Bancorp, Inc.

September 8, 2021, the Company’s subsidiary American Pacific Bancorp, Inc.

(“APB”) entered into a purchase agreement

for APB to sell DSS 6,666,700 shares of the Class A Common Stock of APB for $6.00 per share, for an aggregate purchase price of $40,000,200.

This transaction closed on September 9, 2021.

Following this transaction, DSS has become the majority owner of APB.

During 2022 Alset Investment repaid all balance due of

June 2022, Alset International Limited, a subsidiary of the Company, entered into a stock purchase agreement with one of our directors

and paid $1,746,279 to one of our directors as the consideration for purchase of 7,276,163 common shares of Value Exchange International.

This transaction was terminated under the agreement of both parties thereafter.

On October 17, 2022 the Company purchased 7,276,163 common

shares of Value Exchange International for an aggregate purchase price of $1,743,734.

After the transaction the Company owns approximately

48.7% of Value Exchange International.

Due to differences in purchase prices the director owes the Company $2,545.

December 31, 2023, the total convertible note receivable from Ketomei was $368,299.

Considering ASC 326 and after reviewing the performance

of Ketomei, the Company decided to record 100% impairment for the convertible note receivable and investment in associate.

June 10, 2021, HCI-T signed a convertible loan agreement with Ketomei, pursuant to which HCI-T has agreed to grant Ketomei a loan of

an aggregate principal amount of $75,525 (SG$100,000).

On March 21, 2022, HCI-T signed a legally binding term sheet with Ketomei, and

HCI-T has agreed to invest in Ketomei $258,186 (SG$350,000) for 28% interest in Ketomei.

The investment was partially paid by the $75,525

(SG$100,000) loan borrowed to Ketomei and the accrued interest of $6,022 (SG$6,433).

The balance of $183,311 (SG$243,567) was paid in

July 28, 2022 HCI-T entered into binding term sheet with Ketomei and Tong Leok Siong Constant, pursuant to which HCI-T lent Ketomei $43,254

This loan had a 0% interest rate for the first 60 days and an interest rate of 8% per annum afterwards.

August 4, 2022, the same parties entered into another binding term sheet (the “Second Term Sheet”) pursuant to which HCI-T

agreed to lend Ketomei up to $260,600 (SG$360,000) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months,

the interest on such loan will be 8%.

As of August 31, 2023, the $263,766 (SG$360,000) loan was paid by the $214,903 (SG$293,310) loan

borrowed to Ketomei and $48,862 (SG$66,690) was paid for the expenses on behalf of Ketomei.

In addition, pursuant to the Second Term

Sheet, the July 28, 2022, loan was modified to include conversion rights.

The Parties agree that the conversion rate will be at approximately

$0.022 per share.

August 31, 2023, the same parties entered into another binding term sheet pursuant to which HCI-T agreed to lend Ketomei up to $36,634

(SG$50,000) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be

As of October 31, 2023, the $37,876 (SG$50,000) loan was paid to Ketomei.

October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI-T agreed to lend Ketomei up to $37,876

(SG$50,000) pursuant to a non- convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will

As of December 31, 2023, the $6,766 (SG$8,932) loan was paid to Ketomei.

HCI-T will pay the balance of $31,110 (SG$41,068) to

Ketomei in the future.

amount due from Ketomei at December 31, 2023 and 2022 are $0 and $198,125 respectively.

October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into loan agreement with Liquid Value Asset Management

Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $3,000,000 to LVAML.

The loan has variable interest

rate and matures on January 12, 2023, with automatic three-month extensions.

The purpose of the loan is to purchase a portfolio of trading

securities by LVAM.

BMI participates in the losses and gains from portfolio based on the calculations included in the loan agreement.

As of December 31, 2023 and 2022 LVAML owes the Company $534,671 and $3,042,811, respectively.

September 28, 2023 Alset International Limited (“AIL”) entered into loan agreement with Value Exchange International Inc.

(“VEII”), pursuant to which AIL agreed to lend $500,000 to VEII.

The loan carries simple annual interest rate of 8% and matures

on March 28, 2024.

As of December 31, 2023 the Company accrued $10,000 interest and VEII owed AIL $510,000.

of Alset International shares

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The closing of this transaction with Mr.

Chan is subject to approval of the Nasdaq

Chan was subject to approval of the Nasdaq

and the Company’s stockholders.

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of Securities of True Partner Limited

January 18, 2022, the Company entered into a stock purchase agreement with DSS, Inc., pursuant to which the Company has agreed to sell,

through the transfer of subsidiary and otherwise, 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for

11,397,080 shares of the common stock of DSS.

On February 28, 2022 the Company entered into a revised Stock Purchase Agreement with DSS,

Inc., pursuant to which the Company has agreed to replace the January 18, 2022 agreement with a new agreement to sell a subsidiary holding

44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital

Holding Limited (for a total of 62,122,908 shares) in exchange for 17,570,948 shares of common stock of DSS (the “DSS Shares”).

The issuance of the DSS Shares will be subject to the approval of the NYSE American (on which the common stock of DSS is listed) and

DSS’s shareholders.

March 12, 2021, the Company purchased 62,122,908 ordinary shares of True Partners Capital Holding Limited for $6,729,629 from a related

The fair market value of such stock on the acquisition date was $10,003,689.

The difference between the purchase price and the

fair market value of $3,274,060 was recorded as an equity transaction on Company’s consolidated statement of stockholders’

equity at December 31, 2021.

Pursuant to a Stock Purchase Agreement from February 2022, the Company sold 62,122,908 shares of True Partner

(through the transfer of subsidiary and otherwise), for a purchase price of 17,570,948 shares of common stock of DSS.

shareholders approved the Stock Purchase Agreement on May 17, 2022 (which is deemed to be the effective date of this transaction).

transaction loss of $446,104, which is the difference between the fair value of True Partner stock and fair value of DSS stock at the

agreement’s effective date, was recorded as other expense in the Company’s Statement of Operations.

of Common Stock

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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, own 55% and 45% of the sole member of Alset Acquisition Sponsor, LLC, the

sponsor of Alset Capital, respectively.

May 1, 2023, Alset Capital held a Special Meeting of Stockholders.

In connection with the Special Meeting and certain amendments to Alset

Capital’s Amended and Restated Certificate of Incorporation, 6,648,964 shares of Alset Capital’s Class A Common Stock were

rendered for redemption.

Following the redemption, 2,449,786 shares of Class A Common Stock of Alset Capital remained issued and outstanding,

including 473,750 shares held by the Company.

The Company also owns 2,156,250 shares of Alset Capital’s Class B Common Stock.

the redemptions, Company’s ownership in Alset Capital has increased from 23.4% of the total shares of common stock to 58.0% of

the total number of outstanding shares of the two classes.

The Company recognized $21,657,036 loss on the consolidation of Alset Capital.

The loss is included in Company’s Consolidated Statement of Operations for the year ended December 31, 2023.

January 9, 2024, Alset Capital and our indirect subsidiary HWH International, a Nevada corporation completed a merger.

On September 9,

2022, Alset Capital, a Delaware corporation, entered into an agreement and plan of merger (the “Merger Agreement”) with HWH

International and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset Capital (“Merger Sub”).

The Company and its 85.5% owned subsidiary Alset International Limited own Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”)

of Alset Capital.

to the Merger Agreement, on January 9, 2024, a business combination between Alset Capital and HWH International was effected through

the merger of Merger Sub with and into HWH International, with HWH International surviving the merger as a wholly owned subsidiary of

Alset Capital (the “Merger”), and Alset Capital changing its name to HWH International Inc.

total consideration paid at the closing of the Merger by New HWH to the HWH International shareholders was 12,500,000 shares of New HWH

common stock.

Alset International Limited owned the majority of the outstanding shares of HWH International at the time of the business

combination, and received 10,900,000 shares of New HWH as consideration for its shares of HWH International.

of Note from DSS

8 unchanged sentences

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

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.

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.

On July 12, 2022, Alset International entered into Amendment

1 to the Assumption Agreement.

1 unchanged sentence

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.

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.

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.

and Alset International Limited pursuant to which Alset

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.

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.

owns 85.5% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome

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.

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.

sold AHR to Alset 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, 2022.

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

of Additional Value Exchange Securities

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.

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

International Inc.

(“VEII”) 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

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).

Chan, two other members of the Board of Directors of Alset Inc.

are also members of the Board of Directors

of VEII (Wong Shui Yeung and Wong Tat Keung).

of Convertible Loans to Value Exchange

January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the “Lenders”) entered into a Convertible

Credit Agreement (the “Credit Agreement”) with VEII.

The Credit Agreement provides VEII with a maximum credit line of $1,500,000

with simple interest accrued on any advances of the money under the Credit Agreement at 8%.

The Credit Agreement grants conversion rights

to each Lender.

Each Advance shall be convertible, in whole or in part, into shares of VEII’s Common Stock at the option of the

Lender who made that Advance (being referred to as a “Conversion”), at any time and from time to time, at a price per share

equal the “Conversion Price”.

In the event that a Lender elects to convert any portion of an Advance into shares of VEII

Common Stock in lieu of cash payment in satisfaction of that Advance, then VEII would issue to the Lender five (5) detachable warrants

for each share of VEII’s Common Stock issued in a Conversion (“Warrants”).

Each Warrant will entitle the Lender to

purchase one (1) share of Common Stock at a per-share exercise price equal to the Conversion Price.

The exercise period of each Warrant

will be five (5) years from date of issuance of the Warrant.

On February 23, 2023, Hapi Metaverse loaned VEII $1,400,000 (the “Loan

The Loan Amount can be converted into shares of VEII pursuant to the terms of the Credit Agreement for a period of three

There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.

September 6, 2023, the Company converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common

Under the terms of the Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s

Common Stock at an exercise price of $0.1770 per share.

Such warrants expire five (5) years from date of their issuance.

December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“Credit Agreement”) with VEII.

15, 2023, the company loaned VEII $1,000,000.

The Credit Agreement was amended pursuant to an agreement dated December 19, 2023.

the Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the Credit Agreement

for a period of three years.

In the event that Hapi Metaverse converts this loan into shares of VEII’s Common Stock, the conversion

price shall be $0.045 per share.

In the event that Hapi Metaverse elects to convert any portion of the loan into shares of VEII’s

Common Stock in lieu of cash payment in satisfaction of that loan, then VEII will issue to Hapi Metaverse five (5) detachable warrants

for each share of VEII’s Common Stock issued in a conversion (“Warrants”).

Each Warrant will entitle the company to

purchase one (1) share of VEII’s Common Stock at a per-share exercise price equal to the Conversion Price.

The exercise period

of each Warrant will be five (5) years from date of issuance of the Warrant.

At the time of this filing, the company has not converted

the Loan Amount.

Company currently owns a total of 21,120,795 shares (representing approximately 48.55%) of VEII.

Shares Dividend Received from DSS

May 4, 2023, DSS distributed approximately 280 million shares of Sharing Services Global Corporation (“SHRG”) beneficially

held by DSS and its subsidiaries in the form of a dividend to the shareholders of DSS common stock.

As a result of this distribution,

the Company directly received 70,426,832 shares of SHRG, and through its majority-owned subsidiary Alset International Limited, and certain

subsidiaries of Alset International Limited, indirectly received additional 55,197,696 shares of SHRG.

The Company and its majority-owned

subsidiaries now collectively own 125,624,528 shares of SHRG, representing 33.4% of the issued and outstanding shares of SHRG Common

Stock (such number of SHRG shares held and ownership percentage do not include any shares held by affiliates of the Company which we

do not hold a majority interest in).

Additionally, our founder, Chairman and Chief Executive Officer, Chan Heng Fai, directly and indirectly

is the owner of an additional 37,947,756 shares of SHRG and is a beneficial owner of approximately 43.5% of SHRG shares (including those

shares owned by Alset Inc.

and its majority-owned subsidiaries).

of Hapi Travel Ltd.

On June 14, 2023, the Company’s subsidiary completed acquisition of Hapi Travel Limited (“HTL”),

an online travel business started in Hong Kong and under common control of the Company.

The accompanying consolidated financial statements

include the operations of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities

assumed based upon their estimated fair values on the acquisition date.

The recorded amounts for assets acquired and liabilities assumed

are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date.

As a result of

the acquisition of HTL, a deemed dividend of $214,174 was generated as a result of the business combination, which represents the purchase

price of $214,993 in excess of identifiable equity.

The common control transaction described above resulted in the following basis of accounting for the financial reporting

The acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent a change in reporting entity.

The acquisition of HTL was under common control and was consolidated in accordance with ASC 850-50.

The Consolidated financial statements were not retrospectively adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the historical operations of HTL were deemed to be immaterial to the Company’s consolidated financial statements.

Acquisition of New Energy Asia Pacific Inc.

December 13, 2023, the Company entered into a term sheet (the “Term Sheet”), with Chan Heng Fai (the “Seller”),

the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of the Company.

Pursuant to the Term Sheet, the

Company will purchase from the Seller all of the issued and outstanding shares of New Energy Asia Pacific Inc.

a corporation incorporated in the State of Nevada.

NEAPI owns 41.5% of the issued and outstanding shares of New Energy Asia Pacific Limited

(“New Energy”), a Hong Kong corporation.

the terms of the Term Sheet, the consideration for the acquisition of NEAPI will be $103,750,000.00, to be paid in the form of a convertible

promissory note (the “Note”) to be issued to the Seller.

The Note shall have a term of five years and shall pay interest

at a rate of 3% per annum.

Either the Company or the Seller may convert all or any portion of the outstanding debt contemplated by the

Note into shares of the Company’s common stock during the term of the Note.

The conversion price for the Note has been set at $12.00

per share (based on a calculation of the approximate adjusted NAV of the Company per share as at September 30, 2023) which is equivalent

to approximately 16 times the last market trading price of AEI of $0.75 as of December 12, 2023.

The closing of this acquisition will

be subject to certain standard closing conditions, including stockholder approval and no objection from Nasdaq.

Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.

The Company intends for this to be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly

solutions for the future.

Currently, New Energy has a strong pipeline of demand, with signed collective sales secured via Memorandums

of Understanding totaling up to $42 million in value and continues to garner strong interest from local government departments and market

New Energy will seek to significantly increase revenues in the coming months relating to both electric chargers and electric

New Energy’s expertise extends across Asia, with established service and training centers in China and Hong Kong, and

ongoing development planned in various parts of the world.

The Seller is a member of the Board of Directors of New Energy.

Term Sheet was approved by the Audit Committee of the Board of Directors and by the Board of Directors of the Company.

The Company’s

Board of Directors has received a fairness opinion reflecting that the transaction is fair to the Company’s stockholders from a

financial point of view.

The Seller and his son, who is also a member of the Company’s Board of Directors, recused themselves from

all deliberation and voting regarding this acquisition and the Term Sheet.

Company and the Seller anticipate entering into definitive documents for this acquisition in the immediate future.

Indemnification

6 unchanged sentences

following table indicates the fees paid by us for services performed for the years ended December 31, 2023, and December 31, 2022:

December 31, 2022

December 31, 2021

Audit-Related Fees

4 unchanged sentences

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.

the years ended December 31, 2023 and December 31, 2022 for services performed in relation to Form S-3 filed by the Company and additional

services the auditors performed per request of the foreign auditor of one of our subsidiaries.

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

1 unchanged sentence

rendered during the year ended December 31, 2023 and December 31, 2022.

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

January 18, 2023, the Company engaged Grassi & Co., CPAs, P.C.

(“Grassi”) as its independent registered public accounting

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

firm for the Company’s fiscal year ending December 31, 2023.

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

2 unchanged sentences

List of Consolidated Financial Statements included in Part II hereof:

Balance Sheets at December 31, 2022 and 2021

Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2022 and 2021

Statements of Stockholders’ Equity for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

List of Financial Statement schedules included in Part IV hereof:

following exhibits are filed with this Report or incorporated by reference:

Underwriting Agreement, dated November 23, 2020, 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 November 27, 2020.

Underwriting Agreement dated May 10, 2021 with Aegis Capital Corp., incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 13, 2021.

Underwriting Agreement, dated as of July 27, 2021, by and between Alset EHome International Inc.

and Aegis Capital Corp., as representative of the underwriters named therein, incorporated by reference to Exhibit 1.1 on Form 8-K filed with the SEC on July 30, 2021.

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.

Bylaws of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Second Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Third Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Certificate of Amendment, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 4, 2021.

Certificate of Designation of the Company’s Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 4, 2021.

Certificate of Designation of the Company’s Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 12, 2021.

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.

Form of Pre-funded Warrant, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2021.

Form of Series A Warrant, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2021.

Form of Series B Warrant, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2021.

Warrant Agent Agreement (including the terms of the Pre-funded Warrant), incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2021.

Representative’s Warrant incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2021.

Form of Pre-funded Warrant, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 1, 2021.

Form of Pre-funded Warrant, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

Description of Capital Stock

HF Enterprises Inc.

2018 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Form of Lot Purchase Agreement for Ballenger Run, by and between SeD Maryland Development, LLC and NVR, Inc.

d/b/a Ryan Homes, incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Management Agreement, entered into as of July 15, 2015, by and between SeD Maryland Development, LLC and SeD Development Management, LLC, incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Amended and Restated Limited Liability Company Agreement of SeD Maryland Development, LLC, dated as of September 16, 2015, by and between SeD Ballenger, LLC and CNQC Maryland Development LLC, incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Consulting Services Agreement, dated as of May 1, 2017, by and between SeD Development Management LLC and MacKenzie Equity Partners LLC, incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Project Development and Management Agreement, dated as of February 25, 2015, by and among MacKenzie Development Company, LLC, Cavalier Development Group, LLC and SeD Maryland Development, LLC, incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

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.

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.

Agreement, dated November 23, 2020, 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 November 27, 2020.

Agreement dated May 10, 2021 with Aegis Capital Corp., incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on

May 13, 2021.

Agreement, dated as of July 27, 2021, by and between Alset EHome International Inc.

and Aegis Capital Corp., as representative of

the underwriters named therein, incorporated by reference to Exhibit 1.1 on Form 8-K filed with the SEC on July 30, 2021.

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.

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.

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.

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.

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.

of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1,

filed with the Securities and Exchange Commission on December 23, 2019.

Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.3 to the

Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.4 to the

Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

of Amendment, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 4, 2021.

of Designation of the Company’s Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K

filed with the SEC on May 4, 2021.

of Designation of the Company’s Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K

filed with the SEC on May 12, 2021.

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

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.

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.

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.

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.

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.

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.

of Pre-funded Warrant, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the

SEC on May 14, 2021.

of Series A Warrant, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC

on May 14, 2021.

of Series B Warrant, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC

on May 14, 2021.

Agent Agreement (including the terms of the Pre-funded Warrant), incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on July 30, 2021.

Representative’s

Warrant incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30,

of Pre-funded Warrant, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1, filed

with the SEC on December 1, 2021.

of Pre-funded Warrant, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on December 8, 2021.

Description of Capital Stock, incorporated herein by reference to Exhibit 4.9 to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023.

Enterprises Inc.

2018 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration

Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

of Lot Purchase Agreement for Ballenger Run, by and between SeD Maryland Development, LLC and NVR, Inc.

d/b/a Ryan Homes, incorporated

herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange

Commission on December 23, 2019.

Agreement, entered into as of July 15, 2015, by and between SeD Maryland Development, LLC and SeD Development Management, LLC, incorporated

herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange

Commission on December 23, 2019.

and Restated Limited Liability Company Agreement of SeD Maryland Development, LLC, dated as of September 16, 2015, by and between

SeD Ballenger, LLC and CNQC Maryland Development LLC, incorporated herein by reference to Exhibit 10.9 to the Company’s Registration

Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Services Agreement, dated as of May 1, 2017, by and between SeD Development Management LLC and MacKenzie Equity Partners LLC, incorporated

herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange

Commission on December 23, 2019.

Development and Management Agreement, dated as of February 25, 2015, by and among MacKenzie Development Company, LLC, Cavalier Development

Group, LLC and SeD Maryland Development, LLC, incorporated herein by reference to Exhibit 10.11 to the Company’s Registration

Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

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.

(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, 2019.

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

and Heng Fai Chan as the sole shareholder of Global eHealth Limited, incorporated herein by reference to Exhibit 10.29 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.

and Heng Fai Chan as the sole shareholder of Heng Fai Enterprises Pte.

Ltd., incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Purchase and Sale Agreement, by and among 150 CCM Black Oak, Ltd.

and Houston LD, LLC, dated as of July 3, 2018, incorporated herein by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Amended and Restated Purchase and Sale Agreement, by and among 150 CCM Black Oak, Ltd.

and Houston LD, LLC, dated as of October 12, 2018, incorporated herein by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Amendment to Project Development and Management Agreement for Ballenger Run PUD, dated as of October 16, 2019 by and between Adams-Aumiller Properties, LLC and Cavalier Development Group, LLC, incorporated herein by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Development Loan Agreement, dated as of April 17, 2019, by and between SeD Maryland Development, LLC and Manufacturers and Traders Trust Company, incorporated herein by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Term Sheet, dated as of March 3, 2020, by and among DSS Securities, Inc., LiquidValue Asset Management Pte Ltd., AMRE Asset Management Inc.

and American Medical REIT Inc., incorporated herein by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Stockholders’ Agreement, dated as of March 3, 2020, by and among AMRE Asset Management Inc., AMRE Tennessee, LLC, LiquidValue Asset Management Pte Ltd., and DSS Securities, Inc., incorporated herein by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Term Sheet, dated as of March 12, 2020, by and between Document Security Systems, Inc., DSS BioHealth Security Inc., Global BioMedical Pte Ltd and Impact BioMedical Inc., incorporated herein by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Share Exchange Agreement among Singapore eDevelopment Limited, Global BioMedical Pte Ltd., Document Security Systems, Inc.

and DSS BioHealth Security Inc.

dated as of April 27, 2020, incorporated herein by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Loan Agreement, dated as of June 18, 2020, by and between SeD Home & REITs Inc.

and Manufacturers and Traders Trust Company, incorporated herein by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Promissory Note from HF Enterprises Inc.

to Chan Heng Fai, dated as of August 20, 2020, incorporated herein by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on September 18, 2020.

Binding Term Sheet on Share Exchange Transaction Among HF Enterprises Inc.

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.

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.

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.

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

and Heng Fai Chan as the sole shareholder of

Global eHealth Limited, incorporated herein by reference to Exhibit 10.29 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

Heng Fai Enterprises Pte.

Ltd., incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on

Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

and Sale Agreement, by and among 150 CCM Black Oak, Ltd.

and Houston LD, LLC, dated as of July 3, 2018, incorporated herein by reference

to Exhibit 10.31 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on

December 23, 2019.

and Restated Purchase and Sale Agreement, by and among 150 CCM Black Oak, Ltd.

and Houston LD, LLC, dated as of October 12, 2018,

incorporated herein by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1, filed with the Securities

and Exchange Commission on December 23, 2019.

to Project Development and Management Agreement for Ballenger Run PUD, dated as of October 16, 2019 by and between Adams-Aumiller

Properties, LLC and Cavalier Development Group, LLC, incorporated herein by reference to Exhibit 10.33 to the Company’s Registration

Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Loan Agreement, dated as of April 17, 2019, by and between SeD Maryland Development, LLC and Manufacturers and Traders Trust Company,

incorporated herein by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1, filed with the Securities

and Exchange Commission on December 23, 2019.

Sheet, dated as of March 3, 2020, by and among DSS Securities, Inc., LiquidValue Asset Management Pte Ltd., AMRE Asset Management

and American Medical REIT Inc., incorporated herein by reference to Exhibit 10.35 to the Company’s Registration Statement

on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Stockholders’

Agreement, dated as of March 3, 2020, by and among AMRE Asset Management Inc., AMRE Tennessee, LLC, LiquidValue Asset Management

Pte Ltd., and DSS Securities, Inc., incorporated herein by reference to Exhibit 10.36 to the Company’s Registration Statement

on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Sheet, dated as of March 12, 2020, by and between Document Security Systems, Inc., DSS BioHealth Security Inc., Global BioMedical

Pte Ltd and Impact BioMedical Inc., incorporated herein by reference to Exhibit 10.37 to the Company’s Registration Statement

on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Exchange Agreement among Singapore eDevelopment Limited, Global BioMedical Pte Ltd., Document Security Systems, Inc.

and DSS BioHealth

Security Inc.

dated as of April 27, 2020, incorporated herein by reference to Exhibit 10.38 to the Company’s Registration Statement

on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Agreement, dated as of June 18, 2020, by and between SeD Home & REITs Inc.

and Manufacturers and Traders Trust Company, incorporated

herein by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange

Commission on July 30, 2020.

Note from HF Enterprises Inc.

to Chan Heng Fai, dated as of August 20, 2020, incorporated herein by reference to Exhibit 10.40 to

the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on September 18, 2020.

Term Sheet on Share Exchange Transaction Among HF Enterprises Inc.

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 12, 2021.

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

Development Pte Ltd.

and American Pacific Bancorp, Inc.

dated March 12, 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 March 18, 2021.

2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $28,363,966.42, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2021.

2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $173,394.87, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2021.

2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $6,729,629.29, incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2021.

2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $28,653,138.00, incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2021.

Loan and Exchange Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 4, 2021.

Exchange Agreement by and between the Company and Chan Heng Fai, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 12, 2021.

Form of Series A Warrant Agent Agreement, incorporated by reference to Exhibit 10.33 on Form S-1 filed with the SEC on May 4, 2021.

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.

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.

and Alset EHome International, Inc., dated as of September 3, 2021, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on September 3, 2021.

Class A Common Stock Purchase Agreement, dated as of September 8, 2021 among American Pacific Bancorp, Inc.

and Document Security Systems, Inc., incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on September 3, 2021.

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.

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.

Stock Purchase Agreement with DSS, Inc.

(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.

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.

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.

Convertible Promissory Note, dated as of October 29, 2021, issued by American Medical REIT Inc.

to Alset International Limited, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2022.

Amendment of Stock Purchase Agreement, between Alset EHome International Inc.

and DSS, Inc., dated February 28, 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 March 1, 2022.

Amendment to the Securities Purchase Agreement, between Alset EHome International Inc.

and Chan Heng Fai, dated February 28, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.

True Partner Stock Purchase Agreement, between Alset EHome International Inc.

and DSS, Inc., dated February 28, 2022, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.

True Partner Termination Agreement, between Alset EHome International Inc.

and DSS, Inc., dated as of February 28, 2022, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.

Chan Termination Agreement, between Alset EHome International Inc.

and Chan Heng Fai, dated February 28, 2022, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.

DSS Termination Agreement, between Alset EHome International Inc.

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.

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.

dated March 12, 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 March 18, 2021.

Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $28,363,966.42, incorporated herein by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18,

Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $173,394.87, incorporated herein by reference

to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18,

Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $6,729,629.29, incorporated herein by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18,

Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $28,653,138.00, incorporated herein by reference

to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18,

and Exchange Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 4, 2021.

Agreement by and between the Company and Chan Heng Fai, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC

on May 12, 2021.

of Series A Warrant Agent Agreement, incorporated by reference to Exhibit 10.33 on Form S-1 filed with the SEC on May 4, 2021.

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.

Agreement by and among Document Security Systems, Inc.

and Alset EHome International, Inc., dated as of September 3, 2021, incorporated

by reference to Exhibit 10.1 on Form 8-K filed with the SEC on September 3, 2021.

A Common Stock Purchase Agreement, dated as of September 8, 2021 among American Pacific Bancorp, Inc.

and Document Security Systems,

Inc., incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on September 3, 2021.

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.

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.

Purchase Agreement with DSS, Inc.

(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.

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.

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, 2022.

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.

Promissory Note, dated as of October 29, 2021, issued by American Medical REIT Inc.

to Alset International Limited, incorporated

by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on February 25, 2022.

of Stock Purchase Agreement, between Alset EHome International Inc.

and DSS, Inc., dated February 28, 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 March 1, 2022.

to the Securities Purchase Agreement, between Alset EHome International Inc.

and Chan Heng Fai, dated February 28, 2022, incorporated

by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on March 1, 2022.

Partner Stock Purchase Agreement, between Alset EHome International Inc.

and DSS, Inc., dated February 28, 2022, incorporated by

reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on

March 1, 2022.

Partner Termination Agreement, between Alset EHome International Inc.

and DSS, Inc., dated as of February 28, 2022, incorporated

by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on March 1, 2022.

Termination Agreement, between Alset EHome International Inc.

and Chan Heng Fai, dated February 28, 2022, incorporated by reference

to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.

Termination Agreement, between Alset EHome International Inc.

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, 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,

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.

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

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.

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, incorporated by reference to Exhibit 10.57 to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023.

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, incorporated by reference to Exhibit 10.58 to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023.

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,

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.

Term Sheet, dated December 13, 2023, by and between Alset Inc.

and Chan Heng Fai, 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 December 14, 2023.

Stock Purchase Agreement, dated as of November 21, 2023, between Alset International Limited and Wing Kwan, 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 November 22, 2023.

Secured Promissory Note, dated as of November 21, 2023, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2023.

Security Agreement, dated as of November 21, 2023, between Alset International Limited and Teh Wing Kwan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2023.

Stock Purchase Agreement, dated as of November 21, 2023, between Alset International Limited and Massive Brilliant Limited, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2023.

Secured Promissory Note, dated as of November 21, 2023, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2023.

Security Agreement, dated as of November 21, 2023, between Alset International Limited and Massive Brilliant Limited, 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 November 22, 2023.

Contract for Purchase and Sale and Escrow Instructions, dated as of November 13, 2023, between 150 CCM Black Oak, Ltd.

and Century Land Holdings of Texas, 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 November 17, 2023.

Contract for Purchase and Sale and Escrow Instructions, dated as of November 13, 2023, between 150 CCM Black Oak, Ltd.

and Century Land Holdings of Texas, LLC, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 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.

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.

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.

Clawback Policy of Alset Inc.

XBRL Instance Document

7 unchanged sentences

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.

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.

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

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

2 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

March 31, 2023

Rongguo (Ronald) Wei

April 1, 2024

/s/ Rongguo (Ronald) Wei

Rongguo (Ronald) Wei

2 unchanged sentences

registrant and in the capacities and on the dates indicated.

Chief Executive Officer, Director

March 31, 2023

Chan Heng Fai

(Principal Executive Officer)

Chief Executive Officer, Director

March 31, 2023

Executive Officer, Director

April 1, 2024

Executive Officer)

Chan Tung Moe

(Principal Executive Officer)

Wai Leung Alan

Co-Chief Financial Officer

March 31, 2023

Executive Officer, Director

April 1, 2024

Executive Officer)

Lui Wai Leung Alan

Financial Officer

April 1, 2024

Wai Leung Alan

Financial Officer and Principal Accounting Officer)

Co-Chief Financial Officer

March 31, 2023

Rongguo (Ronald) Wei

Financial Officer

April 1, 2024

Financial Officer and Principal Accounting Officer)

March 31, 2023

Wong Tat Keung

March 31, 2023

April 1, 2024

Wong Shui Yeung

Sheng Hon Danny

March 31, 2023

April 1, 2024

Lim Sheng Hon Danny

March 31, 2023

April 1, 2024

Sheng Hon Danny

Joanne Wong Hiu Pan

April 1, 2024

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