What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-01 · 600 added, 780 removed, 602 unchanged (70% of the section changed)

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

The Company has limited accounting

personnel, and as such, is unable to properly segregate duties relating to the Company’s internal controls over financial reporting.

Additionally, well-defined accounting policies and procedures have not been established and many financial close

procedures, including period-end review and reconciliations, did not occur on a timely basis or failed to identify material adjustments.

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

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Other Information.

Trading Arrangements

the quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

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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 April 1, 2024:

with us, as of March 31, 2025:

Chairman of the Board and Chief Executive Officer

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industries and countries during the past 40 years.

Chan has served as the Chief Executive Officer of our subsidiary Alset International

Limited since April 2014.

Chan joined the Board of Directors of Alset International Limited in May 2013.

Chan has also served

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.

was formerly the Managing Director of SingHaiyi Group Ltd.

Chan has served as a director of the Company’s subsidiary, Alset International Limited, an SGX listed company, since May 2013,

has served as its Chief Executive Officer since April 2014 and as its Chairman of the Board since June 2017.

Chan has served as a

director of the Company’s subsidiary, Hapi Metaverse Inc.

since October 2014 and as its Chairman of the Board since July 2021.

Chan has served as a director of the Company’s subsidiary, LiquidValue Development Inc.

since January 2017 and has served as

its Chairman of the Board since December 2017.

Chan has served as a director of DSS, Inc., a NYSE listed company, since January 2017

and has served as its Chairman of the Board since March 2019.

Chan has served as a director of Sharing Services Global Corporation,

an OTC Pink listed company, since April 2020 and has served as its Chairman of the Board since July 2021.

Chan has served as Chairman

of the Board of the Company’s subsidiary, HWH International Inc., a Nasdaq listed company, since October 2021 and served as its

Chief Executive Officer from October 2021 to January 2024.

Chan has served as a director of Value Exchange International, Inc., an

OTCQB listed company, since December 2021.

Chan has served as a director of Impact BioMedical, Inc., a Nasdaq listed company, since

Chan was the Executive Chairman of China Gas Holdings Limited, an HKSE listed company, an investor and operator of the city gas pipeline

infrastructure in China, from 1997 to 2002.

Chan served as a director of Zensun Enterprises Limited (formerly Heng Fai Enterprises

Limited), a HKSE listed company, an investment holding company, from September 1992 to 2015, and as the Managing Chairman from 1995 to

Chan was 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.

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.

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

He also served as a director of Skywest Ltd., a public Australian airline company from 2005 to 2006.

Additionally, Mr.

Chan served as

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.

company formerly listed on the SGX, from March 2003 to September 2013.

Chan served as a director of Skywest Ltd., a public Australian

airline company from 2005 to 2006.

Chan served as a director of Holista CollTech Ltd., an ASX listed company, from July 2013 until

Chan served as a director of Global Medical REIT Inc., a NYSE listed company, a healthcare facility real estate company,

from December 2013 to July 2015.

Chan served as a director of OptimumBank Holdings, Inc., a NYSE listed company, from June 2018 until

Chan served as a director of RSI International Systems, Inc.

(now known as ARCpoint Inc.), a TSXV 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;

Chan may engage in other business ventures, including other technology-related businesses.

the founder, Chairman, Chief Executive Officer and our largest stockholder, Mr.

Chan may engage in other business ventures.

our founder, Chairman, Chief Executive Officer and our largest stockholder, Mr.

Chan leads the board and guides our company.

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emerging markets, mergers and acquisitions, and capital market activities.

His service as Chairman and Chief Executive Officers creates

a critical link between management and the board.

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

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.

His service as the Chairman of the Board and Chief Executive

Officers creates a critical link between management and the board.

Tung Moe has served as Co-Chief Executive Officer of the Company since July 2021 and as a member of the Board since October 2022.

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

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.

Moe Chan served as the Chief Development Officer of the Company’s subsidiary, Alset International Limited, from August 2020 until

March 2021 when he was appointed as the Co-Chief Executive Officer of Alset International Limited.

Moe Chan has served as an Executive

Director of Alset International Limited since December 2020.

Moe Chan has served as a director of DSS, Inc., an NYSE listed company,

since September 2020.

Moe Chan was the Group Chief Operating Officer of Heng Fai Enterprises Ltd (now known as Zensun Enterprises Limited), a HKSE listed

Moe Chan was responsible for Heng Fai Enterprises Ltd’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 and the Chief of Project Development of SingHaiyi Group Ltd.

(now known as SingHaiyi Group Pte.

a Singapore property development company formerly listed on the SGX.

Moe Chan 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 Columbia.

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.

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

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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.

since January 2022.

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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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 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.

since January 2022.

Wu previously served as the Executive Director and the 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 2019.

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

Wu previously served as a director and the 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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the Catalist Board of Singapore Stock Exchange.

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

Wong is the Chairman of the Audit and 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.

since January

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

since April 2022, the shares of

which are listed on OTCQB.

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

since July 2022, the shares of which

are listed on NYSE.

Wong has served as a member of the Board of Directors 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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Nominations and Corporate Governance Committee and Compensation Committee.

Sheng Hon Danny joined Alset Inc.

as a director in October 2022.

Lim has served as Senior Vice President, Business Development

and as Executive Director of Alset Inc.’s subsidiary, Alset International Limited (SGX:40V), a publicly traded company on the Singapore

Stock Exchange, since 2020.

Lim has 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.

Sheng Hon Danny joined the Company as an Executive Director in October 2022.

Lim has served as the Senior Vice President, Business

Development and as an Executive Director of the Company’s subsidiary, Alset International Limited, an SGX listed company since

Lim has served as a director of DSS, Inc., an NYSE listed company, since October 2023.

Lim has served as the Chief Operating

Officer and as the Chief Strategic Officer of the Company’s subsidiary HWH International Inc., a Nasdaq listed company, since February

Lim has served as a director of Value Exchange International Inc., an OTCQB listed company, since December 2023.

Lim has over 8 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.

Lim manages business development efforts for Alset International Limited, focusing on corporate strategic planning,

merger and acquisition and capital markets activities.

Lim 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, and 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.

board of directors appointed Mr.

Lim in recognition of his extensive knowledge of our Company and its subsidiaries and his ability to

assist the Company in expanding its business.

Wong Hiu Pan currently serves as Director and Responsible Officer of BMI Funds Management Limited, a Financial Advisor in Hong Kong.

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

Wong also serves as Director of A-link Services Limited, a consulting company

that brings together professionals with rich experience in different fields to provide the most suitable solutions to meet the needs

of different clients.

In addition, Ms.

Wong also serves as Senior Consultant of 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.

Additionally, Ms.

Wong also serves as Senior Consultant of Global Intelligence Trust, which provides professional

trust service to individual, corporate and institutional customers.

trust services to individual, corporate, and institutional customers.

Wong has served as a member of the Board of Directors of DSS,

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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.

Lui has been the Chief Financial Officer of Alset International

since November 2016 and served as its Acting Chief Financial Officer since June 2016.

Lui has served as an Executive Director of

Alset International since July 2020.

Lui has served as a director of BMI Capital Partners International Ltd, a Hong Kong investment

consulting company, since October 2016.

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.

Lui served as the Company’s subsidiary, Alset

International Limited, a SGX listed company, as the Acting Chief Financial Officer from June 2016 to October 2016, and has been the Chief

Financial Officer since November 2016.

Lui has served as an Executive Director of Alset International Limited since July 2020.

Lui has served as a director and Chief Financial Officer of the Company’s subsidiary, BMI Capital Partners International Ltd.,

a Hong Kong investment consulting company, since October 2016.

Lui has served as the Co-Chief Financial Officer of the Company’s

subsidiary, LiquidValue Development Inc.

since December 2017 and has served as the Co-Chief Financial Officer of the Company’s

subsidiary, 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.

Lui has served as Chief Financial Officer of the Company’s subsidiary, Hapi

Metaverse Inc.

since May 2016.

From June 1997 through March 2016, Mr.

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 served in various executive roles at Zensun Enterprises Limited,

an HKSE listed company, including as the Financial Controller.

Lui oversaw the financial and management reporting 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.

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

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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.

since October 2021.

a finance professional with nearly 20 years of experience working in public and private corporations in the United States.

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.

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.

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 the 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.

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.

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

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.

MacKenzie has served as a member of the Board of Directors

of LiquidValue Development Inc.

since December 2017.

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

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

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

since October 2017.

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.

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 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.

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

Lawrence University, where he served

on Board of Trustees from 2003 to 2007.

Gershon has been our Chief Legal Officer since October 2018.

Gershon has served as Chief Legal Officer of our subsidiary SeD

Development Management LLC since April 2019 and from February 2017 until April 2019 served as Associate Corporate Counsel of that subsidiary.

Gershon has served as the Chief Legal Officer of our subsidiary

SeD Development Management LLC since April 2019 and from February 2017 until April 2019 served as Associate Corporate Counsel of that

Prior to joining our Company, Mr.

Gershon served as an attorney adviser with the Division of Corporation Finance at the U.S.

and Exchange Commission from November 2015 until November 2016 and served as an associate at the law firm of Wuersch & Gering LLP

from August 2004 until January 2015.

Securities and Exchange Commission from November 2015 until November 2016 and served as an associate at the law firm of Wuersch &

Gering LLP from August 2004 until January 2015.

Gershon received a B.A.

degree in economics from Boston College and a J.D.

from Georgetown University

from Georgetown

University Law Center.

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

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have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.

Trading Policy

March 19, 2025 we adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities

by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and applicable Nasdaq listing standards (the “Insider Trading Policy”).

Board of Directors has an Audit Committee, a Nominations and Corporate Governance Committee and a Compensation Committee.

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of our Company.

Incentive Plan Compensation

Non-qualified

Deferred Compensation Earnings

Other Compensation

and Chief Executive Officer (1)

Executive Officer (2)

Wai Leung Alan

Financial Officer

Development Officer (3)

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;

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

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

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

with our subsidiary’s real estate projects.

Co-Chief Executive Officer (2)

Lui Wai Leung Alan

Co-Chief Financial Officer (3)

Co-Chief Financial Officer

Charles MacKenzie

Chief Development Officer (4)

Chan Heng Fai is compensated by Alset International Limited.

Chan Tung Moe is compensated by Alset International Limited and Alset Business Development Pte.

Ltd., the Company’s subsidiary.

Lui Wai Leung Alan is compensated by Alset International Limited.

Charles MacKenzie is compensated by a subsidiary of our Company pursuant to a consulting agreement in connection with our subsidiary’s

real estate projects.

MacKenzie has served as our Chief Development Officer since December of 2019.

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

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

pursuant to the Employment Agreement and the Supplement.

The Company, Alset Business Development Pte.

and Chan Heng Fai entered

into an Amendment to the Employment Agreement, dated as of January 26, 2022 (the “Amendment”), and such bonus was paid.

Amendment provides that in the event that the net asset value of the Company is determined to be a greater or lesser amount than $4,800,000

upon the completion and filing of the Company’s audited financial statements, Mr.

Chan shall be entitled to the balance of such

amount or shall reimburse the Company, as applicable.

The Amendment further provides that the Company shall assume all obligations of

Alset Business Development Pte.

under the Employment Agreement.

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.

Heng Fai is 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.

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.

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.

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

Chan an amount equivalent to the Severance

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

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

(formerly known as Hengfai Business Development Pte.

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

Based on the agreement, Chan Tung

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

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

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

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

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

Chan Tung Moe is the son of the Chief Executive Officer, Chairman

and majority shareholder, Chan Heng Fai.

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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 served as a consultant to

the Company from April of 2021 until June 2024.

Chan was compensated pursuant to the terms of a consulting agreement entered into

between the Company and CA Global Consulting Inc., pursuant to which the Company paid Anthony S.

Chan’s company $15,000 per month.

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Incentive Compensation Plan

our 2018 Incentive Compensation Plan (the “Plan”), adopted by our board of directors and holders of a majority of our outstanding

shares of common stock in September 2018, 25,000 shares of common stock (subject to certain adjustments) are reserved for issuance upon

exercise of stock options and grants of other equity awards.

The Plan is designed to serve as an incentive for attracting and retaining

qualified and motivated employees, officers, directors, consultants and other persons who provide services to us.

The compensation committee

of our board of directors administers and interprets the Plan and is authorized to grant stock options and other equity awards thereunder

to all eligible employees of our company, including non-employee consultants to our company and directors.

2018 Plan was designed to serve as an incentive for attracting and retaining qualified and motivated employees, officers, directors,

consultants and other persons who provide services to us.

The compensation committee of our board of directors had the authority to administer

and interpret the 2018 Plan and was authorized to grant stock options and other equity awards thereunder to all eligible employees of

our company, including non-employee consultants to our company and directors.

2018 Plan provides for the granting of “incentive stock options” (as defined in Section 422 of the Code), non-statutory stock

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in lieu of cash compensation, other stock-based awards and performance awards.

Options may be granted under the Plan on such terms and

at such prices as determined by the compensation committee of the board, except that the per share exercise price of the stock options

Options may be granted under the 2018 Plan on such terms

and at such prices as determined by the compensation committee of the board, except that the per share exercise price of the stock options

cannot be less than the fair market value of our common stock on the date of the grant.

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Options granted under the 2018 Plan are not transferable other than by will or by the laws of descent and distribution.

The compensation committee

of the board has the authority to amend or terminate the Plan, provided that no amendment shall be made without stockholder approval

if such stockholder approval is necessary to comply with any tax or regulatory requirement.

Unless terminated sooner, the Plan will terminate

ten years from its effective date.

The Plan also provides that no participant may receive stock options or other awards under the Plan

that in the aggregate equal more than 30% of all options or awards issued over the life of the Plan.

To date, we have not issued any

stock options to officers, directors or employees.

The compensation committee intends to grant stock options to key employees and non-executive

directors of our company.

The compensation

committee of the board has the authority to amend or terminate the 2018 Plan, provided that no amendment shall be made without stockholder

approval if such stockholder approval is necessary to comply with any tax or regulatory requirement.

Unless terminated sooner, the 2018

Plan will terminate ten years from its effective date.

The 2018 Plan also provides that no participant may receive stock options or other

awards under the 2018 Plan that in the aggregate equal more than 30% of all options or awards issued over the life of the 2018 Plan.

During the term of the 2018 Plan, we did not issue any stock options to officers, directors or employees.

of the 25,000 shares issuable under the 2018 Plan have been issued, and the Company does not plan to issue these or any additional shares

under the 2018 Plan.

reservation of shares under the Incentive Compensation Plan was cancelled in May 2021.

The 2018 Plan was replaced by the 2025 Plan as

of March 17, 2025.

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

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Directors’ Fee

Consultation Fee

Total Compensation

Wong Tat Keung (1)

William Wu (2)

Wong Shui Yeung (3)

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Joanne Wong Hiu Pan

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

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

Board of Directors.

Lim is compensated as an employee of Alset International.

Wong Tat Keung is compensated as a member of the Board of Directors of Alset International, HWH International Inc.

and a member of

the Company’s Board of Directors.

Wu is compensated as a member of the Board of Directors HWH International Inc.

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

Wong Shui Yeung is compensated as a member of the Board of Directors of Alset International, HWH International Inc.

of the Company’s Board of Directors.

Lim is compensated as an employee of Alset International and as a consultant to the Company.

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

In addition to

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

as an officer and director of that company.

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

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.

Chan Heng Fai

is compensated by our subsidiary, Alset International, for his services as an officer and director of that company.

Certain members of

our Board of Directors are currently compensated by Alset International for their services as directors of that company.

Directors reviews director compensation annually and adjusts it according to then current market conditions and good business practices.

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

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Plan category

Number of securities to be issued

upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of

outstanding options, warrants and rights

Number of securities remaining available

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

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

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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 April 1, 2024, referred to in the table below as the “Beneficial Ownership Date,” by:

as of March 31, 2025, 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;

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of our common stock at the present time).

The percentages of beneficial ownership are based on 9,235,119 shares of common stock outstanding

as of the Beneficial Ownership Date.

The percentages of beneficial ownership are based on 10,735,119

shares of common stock outstanding as of the Beneficial Ownership Date.

our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named

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Name and Address (1)

of Common Shares

of Outstanding

Beneficially Owned

Chan Heng Fai (2)

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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.

6,399,742 shares of common stock held by Chan Heng Fai and 319,000 shares of common stock held by HFE Holdings Limited, of which

Chan Heng Fai has sole voting and investment power with respect to such shares.

Chan resigned his position as an officer of the Company in March 2024.

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 Procedures for Transactions with Related Persons

board of directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the review

and approval or ratification of related person transactions.

Related persons include any executive officer, director or a holder of more

than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

person transactions refer to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships

in which (i) we were or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person had or will have

a direct or indirect material interest.

Related person transactions include, without limitation, purchases of goods or services by or

from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and

employment by us of a related person, in each case subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities

board of directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the

review and approval or ratification of related person transactions.

Related persons include any executive officer, director or a holder

of more than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

Related person transactions refer to any transaction, arrangement or relationship, or any series of similar transactions, arrangements

or relationships in which (i) we were or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person

had or will have a direct or indirect material interest.

Related person transactions include, without limitation, purchases of goods

or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of

indebtedness, and employment by us of a related person, in each case subject to certain exceptions set forth in Item 404 of Regulation

S-K under the Securities Act.

expect that the policy will provide that in any related person transaction, our audit committee and board of directors will consider

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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;

As of December 31, 2024

and 2023, the outstanding balance was $4,177 and $4,153, respectively

Equity Partners, LLC, an entity owned by Charles MacKenzie, Chief Development Officer 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 pays $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.

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

and (iv) a sum of $60,000 in June, 2024.

Company incurred expenses of $360,000 and $400,000 in the years ended December 31, 2024 and 2023, respectively, which were capitalized

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Receivable from a Related Party Company

March 2, 2020 and on October 29, 2021, LiquidValue Asset Management Pte.

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

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

Investment Pte.

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

Such advance was made in connection with a private placement into

Alset Capital Acquisition Corp.

by its sponsor, Alset Acquisition Sponsor, LLC.

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.

December 31, 2023, the total convertible note receivable from Ketomei, prior to impairment charges, 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 equity method investment in 2023.

August 31, 2023, Hapi Café Inc.

and Ketomei Pte.

entered into a binding term sheet pursuant to which HCI agreed to lend Ketomei

up to $36,634 pursuant to a 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.

This loan was written off upon the acquisition of Ketomei in February 2024.

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

to a non- convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be 3.5%.

loan was written off upon the acquisition of Ketomei in February 2024.

amount due from Ketomei at December 31, 2023 was $0.

February 20, 2024, HCI-T invested $312,064 for an additional 38.41% ownership interest in Ketomei by converting $312,064 of

convertible loan.

The loan was impaired at the year ended of December 31, 2023, therefore, $312,064 was transferred from impairment

of convertible loan to impairment of equity method investment.

After this additional investment, Hapi Cafe owns 55.65% (the Company

owns indirectly 45.5%) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company

beginning on February 20, 2024.

October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into a 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.

has variable interest rate and matured 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, 2024 and 2023 LVAML owes the Company $463,995 and $534,671, 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

January 17, 2022 the Company entered into securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to purchase

from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price 1,473,449 newly issued shares of the Company’s

common stock.

On February 28, 2022, the Company and Mr.

Chan entered into an amendment to this securities purchase agreement pursuant

to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase price of 1,765,964 newly

issued shares of the Company’s common stock.

The closing of this transaction with Mr.

Chan was subject to approval of the Nasdaq

and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately 8.4% of the 3,492,713,362

total issued and outstanding shares of Alset International.

of Securities of True Partner Limited

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

January 24, 2022, the Company entered into stock purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to issue

to Chan Heng Fai 1,750,606 shares of the Company’s common stock for a purchase price of $0.0186 per share (for an aggregate purchase

price of $13,000,000).

On February 28, 2022 the Company entered into an agreement with Mr.

Chan to terminate this stock purchase agreement.

of Promissory Note

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

promissory note in favor of Chan Heng Fai, in the principal amount of $6,250,000.

The note bears interest of 3% per annum and is due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note can be converted in part or whole into

common shares of the Company at the conversion price of $12.50 or into cash.

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

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

were issued on January 27, 2022.

of Shares of DSS

January 25, 2022, the Company agreed to purchase 44,619,423 shares of DSS’s common stock for a purchase price of $0.3810 per share,

for an aggregate purchase price of $17,000,000.

On February 28, 2022, the Company and DSS agreed to amend this stock purchase agreement.

The number of shares of the common stock of DSS that the Company will purchase has been reduced to 3,986,877 shares for an aggregate

purchase price of $1,519,000.

Public Offering of Alset Capital Acquisition Corp.

February 3, 2022, Alset Capital Acquisition Corp.

(“Alset Capital”), a special purpose acquisition company sponsored by the

Company and certain affiliates, closed its initial public offering of 7,500,000 units at $10 per unit.

Each unit consisted of one of

Alset Capital’s shares of Class A common stock, one-half of one redeemable warrant and one right to receive one-tenth of one share

of Class A common stock upon the consummation of an initial business combination.

Each whole warrant entitles the holder thereof to purchase

one share of Class A common stock at a price of $11.50 per share.

Only whole warrants are exercisable.

The underwriters exercised their

over-allotment option in full for an additional 1,125,000 units on February 1, 2022, which closed at the time of the closing of the Offering.

As a result, the aggregate gross proceeds of this offering, including the over-allotment, were $86,250,000, prior to deducting underwriting

discounts, commissions, and other offering expenses.

February 3, 2022, simultaneously with the consummation of Alset Capital’s initial public offering, Alset Capital consummated the

private placement of 473,750 units (the “Private Placement Units”) to the Sponsor, which amount includes 33,750 Private Placement

Units purchased by the Sponsor in connection with the underwriters’ exercise of the over-allotment option in full, at a price of

$10.00 per Private Placement Unit, generating gross proceeds of approximately $4.7 million (the “Private Placement”) the

proceeds of which were placed in the trust account.

No underwriting discounts or commissions were paid with respect to the Private Placement.

The Private Placement Units are identical to the units sold in the initial public offering, except that (a) the Private Placement Units

and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of Alset Capital’s

initial business combination except to permitted transferees and (b) the warrants and rights included as a component of the Private Placement

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

February 25, 2022, Alset International entered into an assignment and assumption agreement with DSS pursuant to which DSS has agreed

to purchase a convertible promissory note from Alset International.

The note has a principal amount of $8,350,000 and accrued but unpaid

interest of $367,400 through May 15, 2022.

The note was issued by American Medical REIT, Inc.

The consideration to be paid for the note

will be 21,366,177 shares of DSS’s common stock.

The number of DSS shares to be issued as consideration was calculated by dividing

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

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

1 to the Assumption Agreement.

Amendment No.

1 revised the Assumption Agreement to remove an adjustment provision.

On July 12, 2022,

the transactions contemplated by the Assumption Agreement and Amendment No.

1 were consummated, Alset International assigned the Note

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

September 28, 2023 Alset International Limited entered into loan agreement with Value Exchange International Inc., pursuant to which

Alset International agreed to lend $500,000 to VEII.

The loan carries simple annual interest rate of 8%.

As of December

31, 2024 and 2023, the Company accrued $40,000 and $10,000 interest, respectively, and VEII owed $550,000 and $510,000,

respectively, to Alset International.

of the Merger of Alset Capital Acquisition Corp.

and HWH International Inc.

January 9, 2024, two entities affiliated with Alset Inc.

completed a previously announced transaction.

On September 9, 2022, Alset Capital

Acquisition Corp., a Delaware corporation (“Alset Capital”) entered into an agreement and plan of merger (the “Merger

Agreement”) with our indirect subsidiary HWH International Inc., a Nevada corporation (“HWH Nevada”) and HWH Merger

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

The Company and its 85.7% owned

subsidiary Alset International 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 Nevada was effected through the merger

of Merger Sub with and into HWH Nevada, with HWH Nevada 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 shareholders of HWH Nevada was 12,500,000 shares of New HWH common

Alset International owned the majority of the outstanding shares of HWH Nevada at the time of the business combination, and received

10,900,000 shares of New HWH as consideration for its shares of HWH Nevada.

these transactions, HWH International Inc.

is now a purpose-driven lifestyle company encompassing differentiated offerings from four

core pillars:

Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder.

HWH International Inc.

seeks to develops new pathways

to help people in their pursuit of Health, Wealth and Happiness.

HWH International Inc.

is listed on the Nasdaq under the symbol HWH.

Purchase Agreements and Debt Conversion Agreements

September 24, 2024, HWH entered into two (2) debt conversion agreements with creditors (each an “Agreement,” or collectively,

the “Agreements”):

(i) Alset International Limited (which is HWH’s majority stockholder);

and (ii) Alset Inc.

in turn is Alset International Limited’s majority stockholder).

Each Agreement converts debt owed by HWH to the respective creditor

into shares of HWH’s common stock.

the terms of their respective Agreements, Alset Inc.

converted $300,000 of HWH’s debt into 476,190 shares of HWH’s common

stock, and Alset International Limited converted $3,501,759 of HWH’s debt into 5,558,347 shares of HWH’s common stock.

the Agreements, the debt conversions resulted in the issuance of newly issued shares of HWH’s common stock.

The price at which

the debt conversion was fixed was set at $0.63 per share of HWH common stock.

Cumulatively, the newly issued shares contemplated by the

Agreements represented 6,034,537 new shares of HWH’s common stock.

September 26, 2024, Alset Inc.

entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Company’s

majority owned subsidiary, Alset International Limited.

Pursuant to the Stock Purchase Agreement, the Company will purchase 6,500,000

shares (the “Shares”) of HWH International Inc.

(the Nasdaq-listed company).

As consideration for the Shares, the Company

will issue a secured promissory note to Alset International Limited in the original principal amount of $4,095,000 (the “Promissory

The Promissory Note bears an interest rate of 5% per annum and a maturity date of September 26, 2026, and will be secured

by collateral specified in a security agreement (the “Security Agreement”), between the Company and Alset International Limited.

Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset

International Limited and the Chairman of HWH.

In addition, certain other members of our board are also officers and/or directors of

Alset International Limited and HWH.

closing of the transactions described above was contingent upon the approval of the stockholders of Alset International Limited and the

satisfaction of other closing conditions and closed on November 20, 2024.

November 25, 2024, Alset Inc.

entered into a stock purchase agreement with HWH, pursuant to which the Company agreed to purchase 4,411,764

shares of HWH’s common stock for a purchase price of $0.68 per share.

The Company is the majority shareholder of HWH, and immediately

prior to the effectiveness of the stock purchase agreement, the Company directly and through its subsidiaries owned 86.6% of the issued

and outstanding shares of HWH common stock.

Following this investment, the Company directly and through its subsidiaries owned 88.8%

of the issued and outstanding shares of HWH common stock.

Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman of HWH.

In addition, certain other members

of our board are also officers and/or directors of HWH.

investment is intended to support the growth and development of HWH.

The Company believes that this investment of additional funds into

HWH is in the best interests of each of HWH and the Company.

of Rental Business from Majority-Owned Subsidiary

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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 (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

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

a Convertible Credit Agreement (the “1 st VEII Credit Agreement”) with VEII.

The 1 st VEII

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 1 st VEII Credit Agreement at 8%.

The 1 st VEII 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

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 Amount”).

The Loan Amount

can be converted into shares of VEII pursuant to the terms of the 1 st VEII Credit Agreement for a period of three years.

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, Hapi Metaverse 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 1 st VEII 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

December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“2 nd VEII Credit Agreement”)

On December 15, 2023, Hapi Metaverse loaned VEII $1,000,000.

The 2 nd VEII Credit Agreement was amended pursuant

to an agreement dated December 19, 2023.

Under the 2 nd VEII Credit Agreement, as amended, this amount can be converted

into VEII’s Common Shares pursuant to the terms of the 2 nd VEII Credit Agreement for a period of three years.

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 Hapi Metaverse 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, Hapi Metaverse has not converted the Loan Amount.

July 15, 2024, the Company entered into a Convertible Credit Agreement (“3 rd VEII Credit Agreement”) with

VEII for an unsecured credit line in the maximum amount of $110,000 (“2024 Credit Line”).

Advances of the principal under

the 3 rd VEII Credit Agreement accrue simple interest at 8% per annum.

Each Advance under the 3 rd VEII

Credit Agreement and all accrued interest thereon may, at the election of VEII, or the Company, be:

(1) repaid in cash;

(2) converted

into shares of VEII Common Stock;

or (3) be repaid in a combination of cash and shares of VEII Common Stock.

The principal amount of

each Advance under the 3 rd VEII Credit Agreement is due and payable on the third (3rd) annual anniversary of the date

that the Advance is received by VEII along with any unpaid interest accrued on the principal (the “Advance Maturity Date”).

Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on the last business day of June and on the

last business day of December of each year in which the Advance is outstanding and not converted into shares of VEII Common Stock.

may prepay any Advance under the 3 rd VEII Credit Agreement and interests accrued thereon prior to Advance Maturity Date

without penalty or charge.

At the time of this filing, the Company has not converted the Loan Amount.

Company currently owns a total of 21,179,275 shares (representing approximately 48.7%) of VEII.

founder, Chairman and Chief Executive Officer, Chan Heng Fai, and another member of the Board of Directors of Hapi Metaverse, Lum Kan

Fai Vincent, are both members of the Board of Directors of VEII.

In addition to Mr.

Chan, two other members of the Board of Directors

of Alset Inc.

are also members of the Board of Directors of VEII (Wong Shui Yeung and Wong Tat Keung).

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.

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.

Company and its majority-owned subsidiaries now collectively own 89,732 shares of SHRG, representing 29.0% 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 additional shares of SHRG and is a beneficial owner of significant number 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.

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.

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.

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

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

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.

December 17, 2024, this company was sold to HapiTravel Holding Pte.

for a consideration of $82,635 with $257,733 gain recognized for the deal.

The disposal of HTL had immaterial impact on Company’s financial statements.

Acquisition of New Energy Asia Pacific Inc.

33 unchanged sentences

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

of Convertible Loans to Sharing Services Global Corp.

January 17, 2024, the Company received a Convertible Promissory Note (the “1 st SHRG Convertible Note”) from

Sharing Services Global Corp., an affiliate of the Company, in exchange for a $250,000 loan made by the Company to SHRG.

may convert a portion or all of the outstanding balance due under the 1 st SHRG Convertible Note into shares of SHRG’s

common stock at the average closing market price of SHRG stock within the last three (3) days from the date of conversion notice.

1 st SHRG Convertible Note bears a 10% interest rate and has a scheduled maturity six (6) months from the date of the

1 st SHRG Convertible Note, or July 17, 2024.

The terms of the note and maturity date were subsequently extended, following

the agreement of both parties.

On November 12, 2024, the Company entered into terms with SHRG to waive all interest previously accrued

under the 1 st SHRG Convertible Note, and supersede the conditions thereof.

The principal $250,000 loan was carried forward

under a new Convertible Promissory Note (the “New Convertible Note”), and under the terms of the New Convertible Note, the

Company may, at its discretion, convert a portion or all of the original principal into shares of SHRG’s common stock at a fixed

rate of $0.10 per share.

The New Convertible Note bears an 8% interest rate and has a scheduled maturity of the second (2nd)

anniversary of the date thereof, or November 12, 2026.

At the time of this filing, HWH has not converted any of the debt contemplated

by the New Convertible Note.

March 20, 2024, the Company’s subsidiary HWH International Inc.

entered into a securities purchase agreement with SHRG, pursuant

to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2 nd SHRG Convertible Note) in the amount

of $250,000, convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable

into 148,810 shares of SHRG’s common stock at an exercise price of $1.68 per share, the exercise period of the warrant being five

(5) years from the date of the securities purchase agreement, for an aggregate purchase price of $250,000.

At the time of this filing,

HWH has not converted any of the debt contemplated by the 2 nd SHRG Convertible Note nor exercised any of the warrants.

May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory

Note (the “3 rd SHRG Convertible Note”) in the amount of $250,000, convertible into 89,286 shares of SHRG’s

common stock at the option of HWH for an aggregate purchase price of $250,000.

The 3 rd SHRG Convertible Note bears an

8% interest rate and has a scheduled maturity three years from the date of the 3 rd SHRG Convertible Note.

Additionally,

upon signing the 3 rd SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, which

will be paid either in cash or in common stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted

any of the debt contemplated by the 3 rd SHRG Convertible Note.

June 6, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory

Note (the “4 th SHRG Convertible Note”) in the amount of $250,000, convertible into 89,286 shares of SHRG’s

common stock at the option of HWH for an aggregate purchase price of $250,000.

The Convertible Note bears an 8% interest rate and has

a scheduled maturity three years from the date of the 4 th SHRG Convertible Note.

Additionally, upon signing the 4 th SHRG

Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount $20,000 in total, which will be paid either in cash

or in common stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt contemplated

by the 4 th SHRG Convertible Note.

of DSS Shares

May 21, 2024, the Company entered into a Securities Purchase Agreement (the “DSS Securities Purchase Agreement”) with the

Company’s Chairman and Chief Executive Officer, Chan Heng Fai, and Heng Fai Holdings Limited, a company wholly owned by Mr.

Pursuant to the DSS Securities Purchase Agreement, the Company will purchase 982,303 shares of DSS Inc., a NYSE-listed company.

shares include 979,325 shares of DSS common stock to be acquired from Mr.

Chan and 2,978 shares to be acquired from Heng Fai Holdings

Limited (collectively, the “Shares”).

The Shares represent approximately 13.9% of the total issued and outstanding shares

of DSS as of the date hereof.

As consideration for the Shares, the Company will issue a total of 3,316,488 shares of its common stock

Chan and Heng Fai Holdings Limited.

The consideration to be paid for the Shares is based on the relevant market closing price

of DSS common stock and the Company’s common stock as of May 3, 2024.

of the transactions described herein was granted by the Board of Directors of the Company during a meeting of the Board held on May 6,

Chan and Chan Tung Moe, another member of the Board and the son of Mr.

Chan, recused themselves from discussion and voting

on the approval of such transaction and the acquisition of the DSS Shares.

closing of the transactions contemplated by the DSS Securities Purchase Agreement remains subject to the approval of the Company’s

stockholders and no objection from the Nasdaq.

Indemnification

6 unchanged sentences

following table indicates the fees paid by us for services performed for the years ended December 31, 2024, and December 31, 2023:

December 31, 2024

December 31, 2023

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, 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.

the years ended December 31, 2024 and December 31, 2023 for services performed in relation to valuations of convertible notes receivable

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.

14 unchanged sentences

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

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 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.

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.

Agreement by and between the Company and Aegis Capital Corp., dated February 6, 2023., incorporated herein by reference to Exhibit

48 unchanged sentences

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.

Description of Capital Stock.

Enterprises Inc.

1 unchanged sentence

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.

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.

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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.

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.

3 unchanged sentences

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.

2 unchanged sentences

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.

2 unchanged sentences

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

28 unchanged sentences

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.

Stock Purchase Agreement dated September 26, 2024, between the Company and Alset International Limited, 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 September 27, 2024.

Promissory Note dated September 26, 2024, 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 September 27, 2024.

Security Agreement dated September 26, 2024, between the Company and Alset International Limited, 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 September 27, 2024.

Stock Purchase Agreement with HWH International Inc.

dated November 25, 2024, 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 26, 2024.

Stock Purchase Agreement with DSS, Inc.

dated December 10, 2024, 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 16, 2024.

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.

Code of Ethics for the CEO and Senior Financial Officers, incorporated herein by reference to Exhibit 14.2 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Insider Trading Policy

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.

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

Clawback Policy of Alset Inc.

Clawback Policy of Alset Inc., incorporated herein by referenced to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 1, 2024.

XBRL Instance Document

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on its behalf by the undersigned, thereunto duly authorized.

April 1, 2024

/s/ Rongguo (Ronald) Wei

March 31, 2025

Rongguo (Ronald) Wei

Co-Chief Financial Officer

Financial Officer

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

2 unchanged sentences

Executive Officer, Director

April 1, 2024

Executive Officer)

1 unchanged sentence

Executive Officer, Director

April 1, 2024

Executive Officer)

1 unchanged sentence

Financial Officer

April 1, 2024

Wai Leung Alan

2 unchanged sentences

Financial Officer

April 1, 2024

Financial Officer and Principal Accounting Officer)

Wong Tat Keung

April 1, 2024

Wong Shui Yeung

April 1, 2024

Lim Sheng Hon Danny

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