What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-31 · 641 added, 618 removed, 550 unchanged (70% of the section changed)

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control over financial reporting was not effective based on those criteria.

connection with management’s assessment of our internal control over financial reporting described above, the following weakness

connection with management’s assessment of our internal control over financial reporting described above, the following weaknesses

have been identified in the Company’s internal control over financial reporting as of December 31, 2023:

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Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

in Internal Control over Financial Reporting

of the Material Weaknesses

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Such remediation includes the following:

Company has hired a Controller, Director of External Reporting, Senior Accountant and Cost Accountant in 2022.

The Company has re-assigned responsibilities of other

staff members to assist in the Company’s financial reporting as well as segregating duties to serve as a check and balance on

employees’ integrity and to maintain the best control system possible.

Company has centralized its accounting functions across all divisions.

The goal of this process is to support the segregation of

duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other financial reports

are accurate and timely reported.

monthly operations and financial review is performed with key members of the management team, executive committee, and accounting

team which has enhanced the timeliness, formality and rigor of our financial statement preparation, review and reporting process.

account reconciliations for all key balance sheet accounts have been initiated.

These account reconciliations are reviewed timely

by an independent person.

The Company hired a Controller, Director of External Reporting, Senior Accountant and Cost Accountant in 2022.

Company has re-assigned responsibilities of other staff members to assist in the Company’s financial reporting as well as segregating

duties to serve as a check and balance on employees’ integrity and to maintain the best control system possible.

The Company has centralized its accounting functions across all divisions.

The goal of this process is to support

the segregation of duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other

financial reports are accurate and timely reported.

A monthly operations and financial review is performed with key members of the management team, executive committee,

and accounting team which has enhanced the timeliness, formality and rigor of our financial statement preparation, review and reporting

The Director of External Reporting will complete the appropriate disclosure check list for the required filings.

The CFO will review the completion of this checklist in a timely manner for inclusion of all necessary disclosures.

Routine account reconciliations for all key balance sheet accounts have been initiated.

These account reconciliations

are reviewed timely by an independent person.

have been enhanced and count sheets modified to ensure accuracy of physical inventory counts.

manual journal entries are reviewed by an independent person prior to inclusion in the financial statements.

spend levels of approvals have been set to include the CEO, CFO, the executive team and the Board of Directors.

Company has engaged an external, independent tax firm, to prepare its annual tax provision to ensure the proper processes, procedures,

and controls are in place to adequately prepare and report upon its income tax position.

Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent

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continued to implement the remediation steps described above, we have not been able to fully document and test these controls to ensure

their effectiveness over financial reporting during the quarter ended December 31, 2022, and thus cannot conclude that have materially

their effectiveness over financial reporting during the year ended December 31, 2023, and thus cannot conclude that have materially

affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires the Company’s stockholders

to have the opportunity to cast a non-binding advisory vote regarding the approval of the compensation disclosed in this Proxy Statement

of the Company’s Named Executive Officers included in the summary compensation table and related disclosures.

As discussed in the

“Executive Compensation” section below, the Company has disclosed the compensation of the Named Executive Officers pursuant

to rules adopted by the SEC.

We believe that our compensation policies for the Named Executive Officers are designed to attract, motivate

and retain talented executive officers and are aligned with the long-term interests of the Company’s stockholders.

This advisory

stockholder vote, commonly referred to as a “say-on-pay vote,” gives you as a stockholder the opportunity to approve or not

approve the compensation of the Named Executive Officers that is disclosed in this Proxy Statement by voting for or against the following

resolution (or by abstaining with respect to the resolution):

RESOLVED, that the stockholders of DSS, Inc.

approve all of the compensation

of the Company’s executive officers who are named in the Summary Compensation Table of the Company’s 2022 Proxy Statement,

as such compensation is disclosed in the Company’s 2022 Proxy Statement pursuant to Item 402 of Regulation S-K, which disclosure

includes the Proxy Statement’s Summary Compensation Table and other executive compensation tables and related narrative disclosures.

Because your vote is advisory, it will not be binding on either the Board of Directors or the Company.

However, the Company’s Compensation

and Management Resources Committee will take into account the outcome of the stockholder vote on this proposal at the Annual Meeting

when considering future executive compensation arrangements.

In addition, your non-binding advisory votes described in this Proposal

3 will not be construed:

(1) as overruling any decision by the Board of Directors, any Board committee or the Company relating to the

compensation of the Named Executive Officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the

Board of Directors, any Board committee or the Company.

executive officers and directors as of the date of this report are as follows:

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Yeung Frankie Wong

Lim Sheng Hon Danny

Executive Officer, Director

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Independent Director

and certain other information concerning the Company’s officers and directors is set forth below.

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Occupation or

Occupations and Directorships

Heuszel currently serves as the Chief Executive Officer of DSS, Inc.

(“DSS”), a NYSE American publicly traded

He manages the strategic direction, growth, day to day operations, and governance of the New York based multinational

company operating businesses in bio-health and bioscience, healthcare, securities trading and management platforms, blockchain

technology, direct marketing, real estate, alternative energy, brand protection technology and securitized digital assets, with

offices in Houston, Tx., Rochester, NY, Victor, NY, Dallas, Tx., Nashville, Tn., Winter Haven, Fl., Singapore, Malaysia, and Hong

Heuszel, 66, became DSS’s Chief Executive Officer and Interim Chief Financial Officer in April 2019.

He has served as a member

of DSS’s board of directors since July 2018 and served as chairman of the company’s Audit Committee from July 2018 to

has extensive expertise in a wide array of strategic, business, turnaround, and regulatory matters across several industries as a

result of his executive management, educational, and operational experience.

and Directorships

Heuszel currently serves as the Chief Executive

Officer of DSS, Inc., a NYSE American publicly traded company.

He manages the strategic direction, growth, day to day operations, and

governance of the New York based multinational company operating businesses in biohealth and bioscience, healthcare, securities trading

and management platforms, blockchain technology, direct marketing, real estate, alternative energy, brand protection technology and securitized

digital assets.

Heuszel became DSS’s Chief Executive Officer

and Interim Chief Financial Officer in April 2019, prior to 2019 Mr.

Heuszel was retired.

He has served as a member of DSS’s board

of directors since July 2018 and served as chairman of the company’s Audit Committee from July 2018 to April 2019.

Heuszel has extensive expertise in a wide array of

strategic, business, turnaround, and regulatory matters across several industries as a result of his executive management, educational,

and operational experience.

Prior to joining DSS, Mr.

Heuszel had a very successful

career in commercial banking.

For over 35 years, Heuszel served in many senior executive roles with major US and international banking

organizations.

Heuszel had a very successful career in commercial banking.

For over 35 years, Heuszel

served in many senior executive roles with major US and international banking organizations.

As a banker, Mr.

Heuszel has served as General Counsel, Director of Special Assets, Credit Officer, Chief Financial

Officer and Auditor.

Heuszel currently serves as CEO of the Texas bank holding company, American Pacific Bancorp.

also operates a successful law practice focuses on the regulation and operation of banks, management of bank litigation, corporate

restructures, and merger and acquisitions.

In addition to being an attorney and executive manager, Mr.

Heuszel is also a Certified

Public Accountant (retired), and a Certified Internal Auditor.

Heuszel also serves as a director of a Texas community bank, Herring Bank of Amarillo, Texas As a director, Mr.

Heuszel also serves as Chairman of the Audit Committees.

Heuszel was appointed

to those position in May 2022.

Heuszel was born in Branson, Missouri, graduated from the University of Texas at Austin from the McCombs School of Business in

1979 and received his Doctorate of Jurisprudence with honors from South Texas College of Law in 1990.

Frank received his certification

as a Certified Public Accountant and as a Certified Internal Auditor in 1985.

Heuszel is also a member of the Texas State Bar, the Houston Bar Association, Association of Corporate Counsel, Texas Society of

Certified Public Accountants, and the State Bar of Texas Bankruptcy Section.

Jason Grady has served as Chief Operating Officer of the

since August of 2019 and, since July 2018, Mr.

Grady has also served as President of Premier Packaging Corporation, a multi-division

folding carton and security packaging company and wholly-owned subsidiary of the Company.

From April 2010 through July 2018, Mr.

Grady served as the Company’s Vice President of Sales.

Grady’s role includes the operational management of

multiple divisions, advising the direction of each of the company’s newly-formed subsidiaries, and the research and

development of emerging market opportunities across diverse business operations.

Grady’s roles have included strategic

leadership and driving key initiatives that include re-engineering sales organizations, new business development, international

sales, sales management and corporate marketing.

He was responsible for the overall management of multi-divisional sales including

anti-counterfeit & authentication solutions, enterprise security software technologies, and document security printing.

his success at DSS, Mr.

Grady served as Vice President of Marketing for the Parlec Corporation, a multi-market machine tool

manufacturer;

as the Director of Business Development for Berlin Packaging Corporation, a custom ridged box and folding carton

manufacturer;

and as a sales and marketing executive for OutStart, Inc., an enterprise e-learning software company.

obtained an undergraduate degree in Marketing and Communications and a Master’s Degree in Business Administration from the

Rochester Institute of Technology.

Heuszel has served as General

Counsel, Director of Special Assets, Credit Officer, Chief Financial Officer and Auditor.

Heuszel currently serves as CEO of the Texas

bank holding company, American Pacific Bancorp.

Heuszel also operates a successful law practice focuses on the regulation and operation

of banks, management of bank litigation, corporate restructures, and merger and acquisitions.

In addition to being an attorney and executive

Heuszel is also a Certified Public Accountant (retired), and a Certified Internal Auditor.

Heuszel also serves as a director of a Texas community

bank, Herring Bank of Amarillo, Texas and Mr.

Heuszel serves as Chairman of the Audit Committee.

Heuszel was appointed to this position

Heuszel was born in Branson, Missouri, graduated

from the University of Texas at Austin from the McCombs School of Business in 1979 and received his Doctorate of Jurisprudence with honors

from South Texas College of Law in 1990.

Frank received his certification as a Certified Public Accountant and as a Certified Internal

Auditor in 1985.

Heuszel is also a member of the Texas State Bar,

the Houston Bar Association, Association of Corporate Counsel, Texas Society of Certified Public Accountants, and the State Bar of Texas

Bankruptcy Section.

Heuszel’s years of experience with the Company and decades of experience in banking and law make him an

asset to the Board

Jason Grady has held the position of Chief Operating Officer at the Company since August 2019.

Concurrently, since July 2018, Mr.

has served as President of Premier Packaging Corporation, a folding carton and consumer packaging manufacturer and wholly-owned subsidiary

of the Company.

Previously, from April 2010 to July 2018, Mr.

Grady served as the Company’s Vice President of Sales & Business

In his capacity as COO, Mr.

Grady oversees the operational management of multiple divisions, provides guidance for the company’s

newly-formed subsidiaries, and conducts research and development into emerging market opportunities across various business operations.

His responsibilities encompass strategic leadership, driving key initiatives such as operations optimization, sales organization re-engineering,

new business development, international sales, sales management, and corporate marketing.

He has directed the overall management of multi-divisional

operations and sales, including bio-health, nutraceuticals, wealth management, commercial lending, anti-counterfeit and authentication

solutions, enterprise security software technologies, and document security printing.

Prior to his tenure at DSS, Mr.

Grady held positions

as Vice President of Marketing at Parlec Corporation, Director of Business Development at Berlin Packaging Corporation, and served as

a sales and marketing executive at OutStart, Inc., an enterprise e-learning software company.

Grady earned an undergraduate degree

in Marketing and Communications and a Master’s Degree in Business Administration from the Rochester Institute of Technology.

Macko was promoted to Chief Financial Officer on August 16, 2021.

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As the Interim Chief Financial Officer and Vice President of Finance, Mr.

Macko’s responsibilities included assisting DSS’s Chief Executive Officer in all aspects of financial and regulatory

In addition, his responsibilities included the day-to-day management of the Company’s Accounting and Finance team

and the financial leadership in the directing and improving of the accounting, reporting, audit, and tax activities.

role as Vice President of Finance for the Company, Mr.

Macko joined the wholly owned subsidiary of DSS, Premier Packaging

Corporation in January 2019, as its Vice President of Finance.

Macko is a Certified Public Accountant with over 25 years of

public and corporate financial management, business leadership and corporate strategy.

Macko brings a wealth of experience with

strengths in financial planning and analysis, business process re-engineering, budgeting, merger and acquisitions, financial

reporting systems, project evaluation and treasury and capital management.

responsibilities included assisting DSS’s Chief Executive Officer in all aspects of financial and regulatory reporting.

addition, his responsibilities included the day-to-day management of the Company’s Accounting and Finance team and the financial

leadership in the directing and improving of the accounting, reporting, audit, and tax activities.

Prior to his role as Vice President

of Finance for the Company, Mr.

Macko joined the wholly owned subsidiary of DSS, Premier Packaging Corporation in January 2019, as

its Vice President of Finance.

Macko is a Certified Public Accountant with over 25 years of public and corporate financial management,

business leadership and corporate strategy.

Macko brings a wealth of experience with strengths in financial planning and analysis,

business process re-engineering, budgeting, merger and acquisitions, financial reporting systems, project evaluation and treasury

and capital management.

Prior to joining the Company, Mr.

Macko served as the

Corporate Controller for Baldwin Richardson Foods, a leading custom ingredients manufacturer for the food and beverage industry from

November 2015 until January 2019.

Prior to that, Mr.

Macko served as the Controller for The Outdoor Group, LLC., Genesis Vision,

Inc., Complemar Partners, Inc., and Level 3 Communications, Inc.

Macko obtained is Bachelor of Science in Accounting from

Rochester Institute of Technology.

Chan Heng Fai

Ambrose Chan Heng Fai has served as an Executive director of DSS, Inc.

(formerly known as Document

Security Systems, Inc.), a New York Stock Exchange Listed company, since January 2017 and

as Executive Chairman of the Board since March 2019.

Chan founded Alset EHome International,

and has served as Chairman of the Board and Chief Executive Officer since inception

in March 2018.

Chan is an expert in banking and finance, with 45 years of experience

in these industries.

He has restructured numerous companies in various industries and countries

during the past 40 years.

Chan has served as the Chief Executive Officer of Alset EHome

International Inc.’s subsidiary Alset International Limited (“Alset”),

a publicly traded company on the Singapore Stock Exchange, since April 2014.

the Board of Directors of Alset in May 2013.

Chan has served as a Director of Sharing

Services Global Corporation since April 2020.

Chan has served as a director of Alset’s

99.69%-owned subsidiary GigWorld Inc.

since October 2014.

He also served as a director of

Alset’s indirect subsidiary LiquidValue Development Inc.

since January 2017.

has also appointed as Chairman and Chief Executive Officer of Alset Capital Acquisition Corp,

a New York Stock Exchange Listed company, since October 2021.

In addition, Mr.

Chan appointed

as a board member of Value Exchange International, Inc.

since December 2021.

1995 to 2015, Mr.

Chan served as Managing Chairman of Hong Kong-listed Zensun Enterprises Limited, an investment holding company

which traded on the Hong Kong Stock Exchange.

Chan had previously served as a member of the Board of Zensun Enterprises Limited

from September 1992 to July 2015.

Chan was formerly the Managing Director of SingHaiyi Group Pte Ltd (formerly known as SingHaiyi

Group Limited, previously a listed company with Singapore Stock Exchange), the investment and management company, from March 2003

to January 2013, which under his leadership, transformed from a failing store-fixed business provider with net asset value of less

than $10 million into a property trading and investment company and finally to a property development company with net asset value

over $150 million before Mr.

Chan ceded controlling interest in late 2012.

From 1997 to 2002, Mr.

Chan served as Executive Chairman

of China Gas Holdings Limited, a formerly failing fashion retail company listed on the Hong Kong Stock Exchange, which under his

direction, was restructured to become one of the few large participants in the investment in and operation of city gas pipeline infrastructure

Chan served as Chairman and Director of American Pacific Bank.

Chan acquired American Pacific Bank, a full-service U.S.

commercial bank, and brought it out of bankruptcy.

He recapitalized, refocused and grew the bank’s operations.

Under his guidance

it became a NASDAQ-listed high asset quality bank with zero loan losses for over five consecutive years before it was ultimately

bought and merged into Riverview Bancorp Inc.

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.

Chan served as a member

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

from June 2014 to February 2019.

Chan served as a non-executive director of Holista CollTech Ltd., a publicly traded company

on the Australia Stock Exchange, from July 2013 to June 2021.

Chan also served as a member of the Board of Directors of OptimumBank

Holdings, Inc., a NASDAQ Listed company, from June 2018 to April 2022.

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

Chan may engage

in other business ventures, including other technology-related businesses.

John “JT” Thatch serves as SHRG’s Chief Executive Officer, has served as a director of DSS, Inc., since May 9,

2019, and as Lead Independent Director at DSS, Inc.

since December 9, 2019, through June 2022.

Thatch is an accomplished,

energetic, entrepreneur-minded executive who has the vision and knowledge to create growth and shareholder value any organization.

Thatch has successfully started, owned, and operated several sized businesses in various industries, including service, retail,

wholesale, on-line learning, finance, real estate management and technology companies.

Since March 2018, Mr.

Thatch has served as

the President, Chief Executive Officer and Vice Chairman of Sharing Services Global Corporation, a publicly traded holding company

focused in the direct selling and marketing industry.

He is a minority member of Superior Wine & Spirits, a Florida-based

wholesale company since February of 2016.

Thatch served as Chief Executive Officer of Universal Education Strategies, Inc.

January 2009 to January 2016, an organization the development and sales of educational products and services.

From 2000 – 2005, he

was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ as Orbital Energy Group

“OEG”, a global leader in the development of cutting-edge thermal management technologies for integrated LED

technologies, circuits, superconductors, and solar energy solutions.

Thatch was responsible for all aspects of the company

including board and stockholder communications, public reporting and compliance with Sarbanes-Oxley, structuring and managing the

firm’s financial operations, and expansion initiatives for all corporate products and services.

Thatch’s public

company financial and management experience in the strategic growth and development of various companies qualify him to Board serve

on the Company’s Board of Directors and audit committees.

José Escudero’s career is focused on business transformations, including turnaround, growth and M&A situations.

led large performance transformation programs within companies of various industries and countries, including retail, fashion & luxury,

hotel and the new economy related to digitalization transformation and crypto world.

Escudero has been member of different Boards

of Directors and Direction Committees of many companies in different countries.

He has been also working as expert for the leading private

equity firms like:

Harvard Investment Group (HIG), Advent, Goldman Sachs, etc.

He has been working in financial analysis, transactional

support and strategy business development as well as operating management in first level of international companies.

Also, he has worked

in more than 10 countries along his career (Singapore, HK, US, UK, Brazil, Spain, etc.).

Macko served as the Corporate Controller for Baldwin Richardson Foods,

a leading custom ingredients manufacturer for the food and beverage industry from November 2015 until January 2019.

Prior to that,

Macko served as the Controller for The Outdoor Group, LLC., Genesis Vision, Inc., Complemar Partners, Inc., and Level 3 Communications,

Macko obtained is Bachelor of Science in Accounting from Rochester Institute of Technology.

Escudero’s career is focused on business

transformations, including turnaround, growth and M&A situations.

He has led large performance transformation programs within companies

of various industries and countries, including retail, fashion & luxury, hotel and the new economy related to digitalization transformation

and crypto world.

Escudero has been member of different Boards of Directors and Direction Committees of many companies in different

He has been also working as expert for the leading private equity firms like:

Harvard Investment Group (HIG), Advent, Goldman

He has been working in financial analysis, transactional support and strategy business development as well as operating management

in first level of international companies.

Also, he has worked in more than 10 countries along his career (Singapore, HK, US, UK, Brazil,

Spain, etc.).

Escudero worked as a Partner at BMI Capital Partners

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Escudero has a B.Sc.

in Economics from the Francisco

de Vitoria University (Madrid, Spain) where he ranked number one of the promotion.

He has a Masters degree in Corporate Finance and Investment

Banking from the Options & Futures Institute.

Currently he is enrolled in Harvard University in Business Postgraduate studies.

collaborates with different Organizations and Business Schools as speaker and professor.

Escudero’s experience in mergers and acquisitions,

corporate finance, and international trade along with his education in economics and finance and investment banking qualify him to serve

on the Company’s Board of Directors and as a member of the Compensation and Management Resources Committee and the Nominating and

Corporate Governance Committee.

Samson Lee (or Sam) is a prominent entrepreneur and FinTech executive with over 25 years’ experience in the digital economy

He actively gives back and contributes to the industry, with solid track record in commercializing various blockchain,

digital asset and e-business projects.

Some of his recent projects includes, Winner of the “Asia Futurist Leadership Award”

organized by the “Association of Family Offices in Asia”, Completion of two projects in the Fintech Proof-of-Concept

Subsidy Scheme organized by The Financial Services and the Treasury Bureau (FSTB) of Hong Kong, Winner of “Security Tokens

Realised Awards London 2020”, Co-organizer of TADS Awards, the world’s first international awards for Tokenized Assets

& Digitized Securities, inaugurated in 2020, Co-organizer of Digital Asset Series (DAS), one of the first and largest educational

seminar in Asia, supported by 3 government bodies, 5 universities and 7 industry organizations, Honorary Guest Lecturer & Fintech

and Blockchain Committee of Hang Seng University of Hong Kong - EDC (2019-2020), Author of the “Digital Asset Year” chapter

of “Welcome to the New Era of Finance - Hong Kong’s Fintech Practice and Prospects” book, published by Hong Kong

University of Science and Technology, Co-chairman of “Asia Pacific Digital Economy Institute”, Co-chairman of “NFT

Association of Hong Kong”.

Lee graduated with an MBA and a Master of Science degrees from the Hong Kong University of Science

and Technology, and a Bachelor of Commerce degree from the University of Toronto.

in Economics from the Francisco de Vitoria University (Madrid, Spain) where he ranked number

one of the promotion.

He has a Masters degree in Corporate Finance and Investment Banking from the Options & Futures Institute.

he is enrolled in Harvard University in Business Postgraduate studies.

He collaborates with different Organizations and Business Schools

as speaker and professor:

Ie - Instituto de Empresa

Raffles University of Hong Kong

IED - Istituto Europeo di Design

ISDE - Instituto Superior de Derecho y Economía

CEF - Centro de Estudios Financieros

Escudero’s experience in mergers and acquisitions, corporate finance, and international trade along with

his education in economics and finance and investment banking qualify him to serve on the Company’s Board of Directors and as a

member of the Compensation and Management Resources Committee and the Nominating and Corporate Governance Committee.

Leung William Wu

Wu, aged 56, 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.

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

Capital Holdings Limited) (a company listed on the Main Board of the Stock Exchange, stock

00188) from April 2006 to September 2010.

He was also a director and chief executive

officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu has been appointed

as the non-executive, independent member of the board of DSS, Inc.

(a company listed on the

New York Stock Exchange, stock code:

DSS) since October 2019, the independent director of

Alset EHome International Inc.

(a company listed on NASDAQ, stock code:

AEI) since November

2020, the independent nominee director of Alset Capital Acquisition Corp.

(a company listed

on NASDAQ, stock code:

ACAX) since January 2022 and the independent non-executive director

of JY Grandmark Holdings Limited (a company listed on the Main Board of the Stock Exchange,

02231) since November 2019.

Wu has also been appointed as managing director,

Investment Banking of Glory Sun Securities Limited from January 2019 to May 2022.

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

capital markets, institutional broking and direct investment businesses.

He is a registered license holder to carry out Type 6 (advising

on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571

of the Laws of Hong Kong).

He has been appointed as a member of the Guangxi Zhuang Autonomous Region Committee of the Chinese People’s

Political Consultative Conference since January 2013.

Wu has been appointed as Independent Non-executive Director since February

2015 and is also the Chairman of Audit Committee and a member of the Remuneration Committee and Nomination Committee.

Wai Leung William

Wu has served as a director of the Company since October 20, 2019.

He served as the managing director of Investment Banking at Glory Sun

Securities Limited since January 2019.

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 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 serves as a director and is on the audit committees

of Alset Inc., traded on The Nasdaq Stock Market LLC;

JY GrandMark Holdings Limited listed on the Hong Kong Stock Exchange;

and Asia Allied

Infrastructure Holdings Limited listed on the Hong Kong Stock Exchange.

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 26 years of experience

in the investment banking, capital markets, institutional broking and direct investment businesses.

He is a registered license holder

to carry out Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures

Ordinance (Chapter 571 of the Laws of Hong Kong).

Wu has served as a member of the Guangxi Zhuang Autonomous Region Committee of the

Chinese People’s Political Consultative Conference in January 2013.

Wu’s experience in banking, capital markets, investment banking, Asian economic and banking dynamics, and

education in corporate finance and asset management qualify him to serve on the Company’s Board as Lead Independent Director, Chair

of the Audit Committee and member of the Compensation and Management Resources Committee.

Tung Moe Chan has served as a director of the Company since September 2020.

serves as a director and Co-Chief Executive Officer of Singapore Exchange-listed Alset International

Limited, where he has held various positions since 2015.

In addition, since August 2020,

he has served as Director of Corporate Development of American Medical REIT Inc.

that, in 2015 he was Group Chief Operating Officer of Hong Kong Stock Exchange listed Zensun

International Limited where he was responsible for the 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.

Previously, Mr.

Moe Chan served

as a director of MasterCard issuer Xpress Finance Limited as well as RSI International Systems

Inc., which was a hotel software company listed on the Toronto Stock Exchange.

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.

In addition, since August 2020, he has served as Director

of Corporate Development of American Medical REIT Inc., a subsidiary of the Company.

Tung Moe Chan has served as the Co-Chief Executive Officer of Alset Inc., a Nasdaq listed company since July 2021 and as the Executive

Director since October 2022.

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

Limited, a diversified holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited .

Moe Chan is responsible for Alset International Limited’s international real estate business (including serving as Co-Chief

Executive Officer-International and a member of the Board of its subsidiary LiquidValue Development Inc.).

April 2014 to June 2015, Mr.

Moe Chan 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.

Tung 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

Tung Moe Chan’s experience with the Company and experience with global business operations makes him an asset to the Board.

Yeung Frankie Wong

Shui Yeung joined the Board of Directors of our company in July 2022.

Wong is a practicing member and fellow member of Hong Kong

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

degree in business administration.

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

and development, and company secretarial practice.

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

and Alset Inc.

Shui Yeung joined the Board of Directors of the Company in July 2022.

Wong is a practicing

member and fellow member of Hong Kong Institute of Certified Public Accountants and a member

of Hong Kong Securities and Investment Institute and holds a bachelor’s degree in business

administration.

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

and he serves as the sole proprietor of S.Y.WONG.

He has over 20 years’ experience

in accounting, auditing, corporate finance, corporate investment and development, and company

secretarial practice.

Wong previously worked for a number of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years.

was the CFO and/or Company Secretary of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed on

the Hong Kong Stock Exchange.

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

since January 2022 and November 2021 respectively, the shares of which are listed on NASDAQ.

Wong has served

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

Board of Singapore Stock Exchange.

Wong has served as an independent

non-executive director of Alset International Limited since June 2017, the shares of which are listed on the Catalist Board of Singapore

Stock Exchange.

Wong 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 the OTCQB.

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

2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited and was an independent

non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November 2020, the shares of which are

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

Wong’s experience

with accounting, public companies, and development make him an asset to the Board and qualify him to act as Chairman of the Nominating

and Corporate Governance Committee.

Shui Yeung joined the Board of Directors of the Company in July 2022.

Wong is a practicing

member and fellow member of Hong Kong Institute of Certified Public Accountants and a member

of Hong Kong Securities and Investment Institute and holds a bachelor’s degree in business

administration.

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

and he serves as the sole proprietor of S.Y.WONG.

He has over 20 years’ experience

in accounting, auditing, corporate finance, corporate investment and development, and company

secretarial practice.

Wong previously worked for a number

of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years.

He was the CFO and/or Company Secretary

of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed on the Hong Kong Stock Exchange.

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

and Alset Inc.

since January 2022 and November 2021

respectively, the shares of which are listed on NASDAQ.

Wong has served as an independent non-executive director of Alset International

Limited since June 2017, the shares of which are listed on the Catalist Board of Singapore Stock Exchange.

Wong 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 the OTCQB.

Wong was an independent non-executive director of SMI Holdings

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

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

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

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

working experience in internal corporate controls, qualify him to serve as an independent member of the board.

Wong serves on

our Audit Committee and Nominations and Corporate Governance Committee.

was an independent non-executive director of SMI Holdings Group Limited from April 2017 to December 2020, the shares of which were listed

on the Main Board of The Stock Exchange of Hong Kong Limited and was an independent non-executive director of SMI Culture & Travel

Group Holdings Limited from December 2019 to November 2020, the shares of which are listed on the Main Board of The Stock Exchange of

Hong Kong Limited.

Wong’s experience with accounting, public companies, and development

make him an asset to the Board and qualify him to act as Chairman of the Nominating and Corporate Governance Committee.

Shui Yeung joined the Board of Directors of the Company in July 2022.

Wong is a practicing

member and fellow member of Hong Kong Institute of Certified Public Accountants and a member

of Hong Kong Securities and Investment Institute and holds a bachelor’s degree in business

administration.

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

and he serves as the sole proprietor of S.Y.WONG.

He has over 20 years’ experience

in accounting, auditing, corporate finance, corporate investment and development, and company

secretarial practice.

Wong previously worked for a number of listed companies as the Chief Financial Officer and/or

Company Secretary for over 20 years.

He was the CFO and/or Company Secretary of Lerthai Group

Limited from September 2016 to December 2020, the shares of which were listed on the Hong

Kong Stock Exchange.

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

Acquisition Corp.

and Alset Inc.

since January 2022 and November 2021 respectively, the shares

of which are listed on NASDAQ.

Wong has served as an independent non-executive director

of Alset International Limited since June 2017, the shares of which are listed on the Catalist

Board of Singapore Stock Exchange.

Wong 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

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

from April 2017 to December 2020, the shares of which were listed on the Main Board of The

Stock Exchange of Hong Kong Limited and was an independent non-executive director of SMI

Culture & Travel Group Holdings Limited from December 2019 to November 2020, the shares

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

Wong’s experience with accounting, public companies, and development make him an asset

to the Board and qualify him to act as Chairman of the Nominating and Corporate Governance

Pan Joanne Wong

Joanne Wong has been Director and Responsible Offices (SFC), BMI Funds Management Limited since August 6, 2014.

Joanne Wong has been Director and Responsible Officer (SFC), BMI Funds Management Limited since August 6, 2014.

She has participated

as the management role in fund administrator activities in A-Link Services Limited and Global Intelligence Trust Limited since 2020

Wong graduated from The Chinese University of Hong Kong (CUHK) with an Honors Bachelor’s degree in Chemistry

She has expertise in an array of strategic, business, turnaround and regulatory matters spanning across several industries.

Wong’s experience in turnaround and regulatory matters across several industries makes her an asset to the Board.

Joanne Wong graduated from The Chinese University of Hong Kong (CUHK) with an Honors Bachelor’s degree in Chemistry

She has expertise in an array of strategic, business, turnaround and regulatory matters

spanning across several industries.

Joanne Wong’s experience in turnaround and regulatory matters across several industries

makes her an asset to the Board.

Sheng Hon Danny

Lim Sheng Hon Danny has served as a director of the Company since 2023.

Hon Danny has served as Senior Vice President, Business Development and as Executive Director of Alset International Limited, a

diversified holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited, since 2020.

Lim Sheng Hon

Danny has served as an Executive Director of Alset Inc., a Nasdaq listed company, since October 2022.

Lim Sheng Hon Danny has served

as Chief Operating Officer of HWH International Inc., a publicly traded company on the Nasdaq stock exchange since February 2024 and

also serves as its Chief Strategy Officer.

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

and execution.

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

and capital markets activities.

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

stakeholders on the implementation of the Group’s strategies.

Lim liaises with corporate partners or investment prospects for

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

relationship.

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

Banking and Finance.

Ambrose Chan Heng Fai

Ambrose Chan Heng Fai has served as a director of the Company since February 12, 2017 and became Chairman of the Board of Directors on March 27, 2019.

He has also served as an officer of the Company’s wholly-owned subsidiaries, DSS International Inc.

since July of 2017, as the Chief Executive Officer of DSS Digital Transformation Limited and DSS Cyber Security Pte.

since July 2019.

Chan is an expert in banking and finance, with 45 years of experience in these industries.

He has also restructured

numerous companies in various industries and countries during the past 40 years.

Chan has served as the Chairman of the Board and Chief Executive Officer of Alset Inc., a Nasdaq listed company,

since March 2018.

Chan has served as the Chief Executive Officer of Alset International Limited, a diversified holding company listed

on the Catalist of the Singapore Exchange Securities Trading Limited, since April 2014, and has served as a director of that company since

Chan has served as the Chairman of HWH International Inc.

(formerly known as Alset Capital Acquisition Corp.), a Nasdaq

listed company, since October 2021.

Chan has served as a member of the Board of Directors of Hapi Metaverse Inc.

(formerly known as

GigWorld Inc.), a technology company since October of 2014, as Executive Chairman since December 2017 and served as the Acting Chief Executive

Officer of Hapi Metaverse Inc.

from August 2018 until September 2020, having previously served as Chief Executive Officer from December

of 2014 until June of 2017.

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

to June 2021.

Chan served as a director of OptimumBank Holdings, Inc.

from June 2018 to April 2022.

Chan has served as a director

of Sharing Services Global Corporation, an OTCQB since April 2020 and as the Chairman of the Board since July 2021.

Chan’s previous experiences include serving as Managing Chairman of Zensun Enterprises Limited (formerly

known as ZH International Holdings Limited and Heng Fai Enterprises Limited), an investment holding company listed on the HKSE, from 1992

Chan was formerly the Managing Director 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, from March 2003 to September 2013, and the Executive Chairman

of China Gas Holdings Limited, a Hong Kong listed investor and operator of city gas pipeline infrastructure in China from 1997 to 2002.

Chan served on the Board of RSI International Systems, Inc., a Toronto Stock Exchange-listed, the developer of RoomKeyPMS, a web-based

property management system, from June 2014 to February 2019.

Chan has also served as a director of Global Medical REIT Inc., a healthcare facility real estate company, from

December 2013 to July 2015.

He was a director of American Housing REIT Inc.

from October of 2013 to July of 2015.

He served as a director

of Skywest Ltd., a public Australian airline company from 2005 to 2006.

Chan was a director of Global Med Technologies, Inc., a medical

company engaged in the design, development, marketing and support information for management software products for healthcare-related

facilities, from May 1998 until December 2005.

international business contacts and experience qualify him to serve on our Board of Directors.

of Directors and Committees

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Wai Leung William Wu, Mr.

Sassuan Samson Lee, Mr.

Shui Yeung Frankie Wong, Ms.

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José Escudero qualify as independent directors (as defined under Section 803 of the NYSE American LLC Company Guide).

In fiscal 2022, each of the

Company’s independent directors attended or participated in approximately 86% or more of the aggregate of (i) the total number

of meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total

number of meetings held by all committees of the Board of Directors during the period in which each such director served on such

fiscal 2023, each of the Company’s independent directors attended or participated in approximately 92% or more of the aggregate

of (i) the total number of meetings of the Board of Directors held during the period in which each such director served as a director

and (ii) the total number of meetings held by all committees of the Board of Directors during the period in which each such director

served on such committee.

All directors attended last year’s annual general meeting.

During the fiscal year ended December 31, 2022, the

Board held three meetings and acted by written consent on eight occasions.

During the fiscal year ended December 31,

2023, the Board held three meetings and acted by written consent on fourteen occasions.

July 8, 2022, the Board of Directors elected Mr.

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or around June 2022, Mr.

Thatch was no longer considered an independent director under the New York Stock Exchange listing standards.

John Thatch was no longer considered an independent director under the New York Stock Exchange listing

Thatch remains a member of the Company’s Board.

On July 22, 2022, Mr.

Wai Leung William Wu was appointed Lead Independent Director

and Chairman of the Audit Committee.

August 19, 2021, Lo Wah Wai resigned as a member of the Board.

Lo’s resignation was accepted and became effective August 20,

Lo did not resign from the Board as a result of any disagreement related to the Company’s operations, policies or practices

but rather due to his “heavy workload and commitment in other corporations”.

The Company has separately designated an Audit Committee

established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee held five meetings in 2021 and acted by written consent twice.

The Audit Committee is responsible for, among other

things, the appointment, compensation, removal and oversight of the work of the Company’s independent registered public accounting

firm, overseeing the accounting and financial reporting process of the Company, and reviewing related person transactions.

As of December

31, 2021, the Audit Committee was comprised of Mr.

Thatch is no longer a member of the Audit Committee.

As of July 22, 2022, the Audit Committee is comprised of Mr.

Wai Leung William Wu was appointed Lead

Independent Director and Chairman of the Audit Committee.

Effective August 31, 2023, the

Board of the Company elected Mr.

Lim Sheng Hon Danny as a, non-executive director of the Board.

John Thatch resigned from

the Board on September 1, 2023.

Thatch did not resign from the Board as a result of any disagreement related to the Company’s

operations, policies or practices.

Sassuan Samson Lee resigned

from the Board on February 8, 2024.

Lee did not resign from the Board as a result of any disagreement related to the Company’s

operations, policies or practices.

Company has separately designated an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

The Audit Committee held six meetings in 2023 and did not acted by written

The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of the

work of the Company’s independent registered public accounting firm, overseeing the accounting and financial reporting process

of the Company, and reviewing related person transactions.

As of December 31, 2023 and December 31, 2022, the Audit

Committee is comprised of Mr.

Wu, who serves as Chairman of the Audit Committee, Mr.

Shui Yeung Frankie

Wong, and Mr.

Each of Messrs.

Wu and Escudero is qualified as a “financial expert” as defined in Item 407 under

Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).

Wu and Escudero is qualified as a “financial expert” as defined in Item 407 under Regulation S-K of the

Securities Act of 1933, as amended (the “Securities Act”).

Wong is financially sophisticated.

Escudero and Mr Wong is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide).

The Audit Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate

Escudero and Mr.

Wong is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide).

Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate

Governance section of our web site, www.dsssecure.com.

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The Compensation and Management

Resources Committee met once in 2021.

Resources Committee met twice in 2023.

The Compensation and Management Resources Committee is responsible for, among other things, (a)

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of the Board of Directors and (b) the development and recommendation of appropriate corporate governance principles.

As of December 31,

At December 31,

2023, the Nominating and Corporate Governance Committee consisted of Mr.

Thatch, the Chairman of the committee, Mr.

each of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide).

On July 22, 2022, Mr.

Shui Yeung Frankie Wong was appointed to the Nominating and Corporate Governance Committee as Chair of the Committee.

The members of

the Nominating and Corporate Governance Committee were confirmed to be Mr.

Shui Yeung Frankie Wong, Ms.

Wong, and Mr.

The Nominating

and Corporate Governance Committee met twice during 2021 and did not act by written consent in 2021.

The Nominating and Corporate Governance

Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate Governance

section of our web site, www.dsssecure.com.

The Nominating and Corporate Governance Committee adheres to the Company’s By-Laws

provisions and Securities and Exchange Commission rules relating to proposals by stockholders when considering director candidates that

might be recommended by stockholders, along with the requirements set forth in the committee’s Policy with Regard to Consideration

each of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide Mr.

Wong was appointed to the Nominating and Corporate Governance Committee as Chair of the Committee.

Nominating and Corporate Governance Committee met once during 2023 and did not act by written consent in 2023.

The Nominating and Corporate

Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate

Governance section of our web site, www.dsssecure.com.

The Nominating and Corporate Governance Committee adheres to the Company’s

By-Laws provisions and Securities and Exchange Commission rules relating to proposals by stockholders when considering director candidates

that might be recommended by stockholders, along with the requirements set forth in the committee’s Policy with Regard to Consideration

of Candidates Recommended for Election to the Board of Directors, also available on our website.

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about our Executive Officers

April 17, 2019, Frank D.

Heuszel has been serving as the Chief Executive Officer and Interim Chief Financial Officer of the Company.

On October 28, 2020, Mr.

Heuszel became solely the CEO and transferred the Interim Chief Financial Officer title to Todd D.

became the permanent CFO on August 16, 2021.

The biography for Mr.

Heuszel and Mr.

Macko is contained herein in the information disclosures

relating to the Company’s directors above.

On April 17, 2019, Frank D.

became the Chief Executive Officer of the Company.

On August 16, 2021, Todd D.

Macko was appointed Chief Financial Officer of the Company.

On July 15, 2019, Jason Grady was appointed Chief Operating Officer of the Company.

The biographies for Messrs.

Heuszel, Macko and Grady

are contained herein in the information disclosures relating to the Company’s directors above.

in Certain Legal Proceedings

1 unchanged sentence

under Item 401(f) of Regulation S-K.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of

a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes

in ownership of Common Stock and other equity securities of the Company.

Officers, directors and holders of more than ten percent of

the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

the Company’s knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations

that no other reports were required, during the fiscal year ended December 31, 2023 all Section 16(a) filing requirements applicable

to the Company’s officers, directors and holders of more than ten percent of the Company’s common stock were satisfied.

11 - EXECUTIVE COMPENSATION

Compensation Table

following table sets forth the compensation earned by each of the persons serving as the Company’s Chief Executive Officer,

Chief Financial Officer, Chief Operating Officer, referred to herein collectively as the “Named Executive Officers”, or NEOs,

for services rendered to us for the years ended December 31, 2022 and 2021:

following table sets forth the compensation earned by each of the persons serving as the Company’s Chief Executive Officer, Chief

Financial Officer, Chief Operating Officer, referred to herein collectively as the “Named Executive Officers”, or NEOs, for

services rendered to us for the years ended December 31, 2023 and 2022:

Name and principal position

Stock Awards (1)

Option Awards

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Macko, Chief Financial Officer

the total grant date fair value of restricted stock awards computed in accordance with FASB ASC 718.

Our policy and assumptions made

in the valuation of share-based payments are contained in Note 12 to our financial statements for the year ended December 31, 2021

or December 31, 2022.

health insurance premiums, retirement matching funds and automobile expenses paid by the Company.

As part of a consulting agreement Mr.

Heuszel had with APB prior to becoming the CEO of the Company, he is compensated $120,000 annual

for various responsibilities.

and Severance Agreements

Heuszel has served as the Company’s Chief Executive Officer since April 11, 2019, was the Company’s Interim Chief Financial

Officer since April 17, 2019 from that date until October 28, 2020.

Upon his appointment, the Company agreed to pay Mr.

Heuszel cash compensation

in the amount of $7,500 per month for his combined services as Interim Chief Executive Officer and Chief Financial Officer.

27, 2019, the Company entered into an executive employment agreement with Mr.

Pursuant to the agreement, Mr.

Heuszel was entitled

to receive an annual base salary of $165,000, payable bi-weekly, and was entitled to be eligible to receive an annual performance bonus

in an amount up to 100% of his base salary, upon the Company’s achievement of certain net income and gross revenue milestones.

the event of a change in control of the Company or the termination of Mr.

Heuszel’s employment without cause, Mr.

Heuszel was entitled

to receive four-months’ salary, payable monthly.

In October 2020, this Employment Contract was extended on the same general terms

to expire on December 31, 2021.

Commencing January 1, 2021, the Company and Mr.

Heuszel have entered into a new three-year Employment

Contract schedule to terminate on December 31, 2023.

Under the terms of this Employment Contract, Mr.

Heuszel is entitled to receive an

annual base salary of $260,000, payable bi-weekly, and he is eligible to receive an annual performance bonus in an amount up to 100% of

his base salary, upon the Company’s achievement of certain net income and gross revenue milestones.

As in his previous employment

agreement, in the event of his termination without cause, Mr.

Heuszel shall receive four-months’ salary, payable monthly.

January 1, 2022, the Company entered in an executive employment agreement with Mr.

Jason Grady, the Company’s Chief Operating

Officer covering the period of January 1, 2022 through December 31, 2023.

Pursuant to the agreement, Mr.

Grady shall receive an annual base salary of $210,000 and shall be eligible to receive an

annual performance bonus, in an amount up to 100% of his base salary, upon the Company’s achievement of certain net income and

gross revenue milestones.

In the event of a change in control of the Company

or the termination of Mr.

Grady’s employment without cause, he shall be entitled to receive four-month’s base

On September 23, 2019, the Company

entered in an executive employment agreement with Mr.

Heng Fai Ambrose Chan, a director of the Company, Chief Executive Officer of the

Company’s wholly-owned subsidiary DSS International Inc.

and Chief Executive Officer of DSS Asia, a wholly-owned subsidiary of DSS

International Inc.

Pursuant to the agreement, Mr.

Chan shall receive an annual base salary of $250,000, payable quarterly in either cash

or common stock, subject to availability of shares under a shareholder-approved stock plan.

The calculation of each quarterly payment

of common stock shall be the Company’s average trading price for the last ten trading days of that quarter.

Chan is also eligible

to receive an annual performance bonus, in an amount up to 100% of his base salary, upon the Company’s achievement of certain net

income and gross revenue milestones.

Chan has the option to have the bonus paid in Company common stock.

In the event of a change

in control of the Company or the termination of Mr.

Chan’s employment without cause, Mr.

Chan shall receive four-months’ salary,

payable monthly.

In connection with this agreement, Mr.

Chan was awarded 74,770 shares of fully vested restricted stock with a two-year

lock-up period and had an aggregated grant date fair value of approximately $31,000.

Chan’s employment agreement was amended

on November 19, 2020, retroactive to January 1, 2020.

Under the terms of this amendment, Mr.

Chan’s annual salary is set at $1.00

and is eligible for bonuses based on market capitalization growth, and annual net asset change.

Affective January 1, 2022, the Company entered in an executive employment

agreement with Mr.

Macko, the Company’s Chief Financial Officer covering the period of January

1, 2022 through December 31, 2023.

Macko shall receive a base pay $198,000 annually and shall be eligible to receive an annual performance bonus, in an amount up to 80% of his base salary, upon the

Company’s achievement of certain net income and EBITDA milestones.

In the event of

a change in control of the Company or the termination of Mr.

Macko’s employment without cause, he shall be entitled to receive four-month’s

12, 2023, Frank D.

Heuszel, the Chief Executive Officer (“CEO”) of DSS, Inc.

(the “Company”) and the Company executed

a letter agreement (“Heuszel Interim Agreement”) pursuant to which Mr.

Heuszel agreed to act as CEO of the Company on

a month-to-month basis beginning January 1, 2024 until a new employment agreement is executed (the “Heuszel Interim Period”).

Heuszel’s current employment agreement pursuant to which he serves as CEO expires on December 31, 2023.

In accordance with the

Heuszel Interim Agreement, Mr.

Heuszel will continue to act as CEO until either a new employment agreement is successfully negotiated

and executed or if the Heuszel Interim Agreement is terminated by either party by giving one month’s written notice to the

Pursuant to the Heuszel Interim Agreement, Mr.

Heuszel’s base salary is $260,000 per annum, which will be payable

to him monthly in arrears.

There will be no bonus accrued or payable during the Heuszel Interim Period.

15, 2023, Jason Grady, the Chief Operating Officer (“COO”) of the Company and the Company executed a letter agreement (the

“Grady Interim Agreement”) pursuant to which Mr.

Grady agreed to act as COO of the Company on a month-to-month basis beginning

January 1, 2024 until a new employment agreement is executed (the “Grady Interim Period”).

Grady’s current employment

agreement pursuant to which he serves as COO expires on December 31, 2023.

In accordance with the Grady Interim Agreement, Mr.

continue to act as COO until either a new employment agreement is successfully negotiated and executed or if the Grady Interim Agreement

is terminated by either party by giving one month’s written notice to the other party.

Pursuant to the Grady Interim Agreement,

Grady’s base salary is $260,000 per annum, which will be payable to him monthly in arrears.

There will be no bonus accrued or

payable during the Grady Interim Period.

on December 15, 2023, Todd Macko, the Chief Financial Officer (“CFO”) of the Company and the Company executed a letter agreement

(the “Macko Interim Agreement”) pursuant to which Mr.

Macko agreed to act as CFO of the Company on a month-to-month basis

beginning January 1, 2024 until a new employment agreement is executed (the “Macko Interim Period”).

Macko’s current

employment agreement pursuant to which he serves as CFO expires on December 31, 2023.

In accordance with the Macko Interim Agreement,

Macko will continue to act as CFO until either a new employment agreement is successfully negotiated and executed or if the Macko

Interim Agreement is terminated by either party by giving one month’s written notice to the other party.

Pursuant to the Macko Interim

Agreement, Mr.

Macko’s base salary is $248,000 per annum, which will be payable to him in accordance with the payroll policies of

There will be no bonus accrued or payable during the Macko Interim Period.

Equity Awards at Fiscal Year-End

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Fees Earned or Paid in Cash

Stock Awards (1)

All Other Compensation

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Heng Fai Ambrose Chan

John “JT” Thatch

Sassuan (Samson) Lee

Lim Sheng Hon Danny

José Escudero

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Hiu Pan Joanne Wong

$ 7,35013,250

Shui Yeung Frankie Wong

$ 7,85014,500

Wong Shui Yueng

Sassuan Samson Lee

Tung Moe Chan

the total grant date fair value of stock awards computed in accordance with FASB ASC 718.

Our policy and assumptions made in the

valuation of share-based payments are contained in Note 13 to our consolidated financial statements.

connection with his employment contract as an officer of the Company, Mr.

Chan received $7,208,031 as a performance bonus, of which approximately $1,020,000 was paid in cash and the remainder in DSS common stock.

independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation

of $18,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee meetings.

independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation of

$18,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee meetings.

Each independent director is entitled to receive an additional $1,000 for each Board of Director meeting he attends, and an additional

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investment power with respect to shares owned and shares issuable pursuant to warrants for March 1, 2024.

The percentages of shares beneficially

owned are based on 139,017,172 shares of our Common Stock issued and outstanding as of March 13, 2023, and is calculated by dividing the

number of shares that person beneficially owns by the sum of (a) the total number of shares outstanding on March 13, 2023, plus (b) the

number of shares such person has the right to acquire within 60 days of March 13, 2023.

Number of Shares

Beneficially Owned

percentages of shares beneficially owned are based on 7,066,772 shares of our Common Stock issued and outstanding as of March 1, 2024,

and is calculated by dividing the number of shares that person beneficially owns by the sum of (a) the total number of shares outstanding

on March 1, 2024, plus (b) the number of shares such person has the right to acquire within 60 days of March 1, 2024.

Percentage of

Number of Shares

Outstanding Share

Beneficially Owned

Heng Fai Ambrose Chan (1)

John “JT” Thatch

Sassuan (Samson) Lee

José Escudero

Wai Leung William Wu

Lim Sheng Hon Danny

Tung Moe Chan

Sassuan Samson Lee

All officers and directors as a group (8 persons)

5% Shareholders

Global BioMedical Pte Inc.

Alset International limited

Less than 1%.

beneficial ownership of Heng Fai Chan includes 81,786,142 shares of common stock, consisting

of (a) 59,552 shares of common stock held by Heng Fai Holdings Limited, an entity controlled

by Heng Fai Chan;

beneficial ownership of Heng Fai Chan includes 4,122,916 shares of common stock, consisting of (a) 2,978 shares of common stock held

by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan;

(b) 979,325 shares of common stock held by Heng Fai Chan directly;

6,232,671 shares of common stock held by Global Biomedical Pte.

and (d) 21,366,177

shares of common stock held by Alset International Limited (e) 35,213,416 shares of common

stock held by Alset Inc.

and (d) 1,068,309 shares of common stock held by Alset International

Limited (e) 1,760,671 shares of common stock held by Alset Inc.

Compensation Plans Information

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Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of

The fair value of the marketable security as of September 30, 2022, and December 31, 2021, was approximately $3,370,000

and $4,909,000 respectively.

During the year ended December 31, 2022 and December 31, 2021, the Company recorded unrealized

loss on this investment of approximately $1,590,000 and $1,920,000, respectively.

The fair value of the marketable security as of December 31, 2023, and December 31, 2022, was approximately $3,269,000 and

$3,319,000 respectively.

During the year ended December 31, 2023 and December 31, 2022, the Company recorded unrealized loss on this

investment of approximately $177,000 and unrealized loss of $1,590,000, respectively.

March 2, 2020, AMRE entered into a $200,000 unsecured promissory note with LVAMPTE, a related party.

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Heng Fai Ambrose Chan, the Chairman of the Company’s board of directors and its largest

Investment was fully impaired at December 31, 2022.

On or about August 28, 2020, the

Company’s wholly owned subsidiary, DSS Securities, Inc.

entered into a corporate venture to form and operate a real estate title

agency, under the name of Alset Title Company, Inc, a Texas corporation (“ATC”).

At December 31, 2022 the full value of this investment was impaired.

August 28, 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc.

entered into a corporate venture to form and operate

a real estate title agency, under the name of Alset Title Company, Inc, a Texas corporation (“ATC”).

DSS Securities, Inc.

shall own 70% of this

venture with the other two shareholders being attorneys necessary to the state application and permitting process.

The Company’s

CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture.

There was minimal activity for the

twelve months ended December 31, 2022.

shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process.

The Company’s CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture.

There was minimal

activity for the year ended December 31, 2022.

September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp (“APB”),

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price of $6.00 per share.

As a result of this transaction, DSS owns approximately 53% of APB, and as a result its operating results will

be included in the Company’s financial statements beginning September 9, 2021.

The Company incurred approximately $36,000 in cost

associated with the acquisition of APB which were recorded as general and administrative expenses.

The acquisition of APB meets the definition

of a business with inputs, processes and outputs, and therefore, the Company has concluded to account for this transaction in accordance

with the acquisition method of accounting under Topic 805.

During the year ended December 31, 2022, APB had net loss of $895,000,

of which, $361,000 is attributable to non-controlling interest.

The next largest shareholder of APB is Alset EHome International, Inc.

AEI’s Chairman and CEO, Heng Fai Ambrose Chan, and a member of the AEI’s Board of Directors, Wu Wai

Leung William, each serve on both the AEI Board and the Board of the Company.

As a result of this transaction, DSS owns approximately 53% of APB, and as a result its operating results have

been included in the Company’s financial statements beginning September 9, 2021.

The Company incurred approximately $36,000 in

cost associated with the acquisition of APB which were recorded as general and administrative expenses.

The acquisition of APB meets

the definition of a business with inputs, processes and outputs, and therefore, the Company has concluded to account for this transaction

in accordance with the acquisition method of accounting under Topic 805.

Since acquisition, APB has incurred approximately $895,000 of

net losses, of which approximately $361,000 of loss incurred is attributable to non-controlling interest.

The next largest shareholder

of APB is Alset EHome International, Inc.

AEI’s Chairman and CEO, Heng Fai Chan, and a member of the AEI’s

Board of Directors, Wu Wai Leung William, each serve on both the AEI Board and the Board of the Company.

The CEO of the Company, Mr.

Heuszel, also has

an approximate 2% equity position of APB.

APB and the company in which APB owns marketable securities share a common director.

On October 27, 2021, HWH World,

Inc., a subsidiary of the Company entered a revolving loan commitment (“Note 8”) with Borrower 8, a company registered in

Note 8 has a principal balance of $52,000 and incurred no interest through the maturity date of December 31,2021.

The outstanding

principal at December 31, 2022 and December 31, 2021 is $63,000 and $52,000, respectively, and is included in the current portion of notes

This note was amended in April 2022 to extend the maturity date through April 2023 bearing interest rate of 18%.

On October 13, 2021, LVAM entered

into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with

interest to be charged at a variable rate to be adjusted at the maturity date.

The BMIC Loan matures on January 12, 2023, and contains

an auto renewal period of three months.

As of December 31, 2022 and December 31, 2021, $3,000,000 and $3,000,000, respectively, is included

in Current portion of long-term debt, net on the consolidated balance sheet.

On October 13, 2021, LVAM entered into loan agreement with Lee Wilson

Tsz Kin (“Wilson Loan”), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with interest to be charged

at a variable rate to be calculated at the maturity date.

The Wilson Loan matures on January 12, 2023, and contains an auto renewal period

of nine months.

Heuszel, also has an approximate 2% equity position of APB.

October 27, 2021, HWH World, Inc., a subsidiary of the Company entered a revolving loan commitment (“Note 5”) with Borrower

5, a company registered in Taiwan.

The outstanding principal and interest at December 31, 2023 and December 31, 2022 is $0 and $63,000,

respectively, and was included in Notes receivable current portion.

This note has been written-off during the third quarter 2023.

October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal

amount of $3,000,000, with interest to be charged at a variable rate to be adjusted at the maturity date.

The BMIC Loan matures on October

12, 2022, and contains an auto renewal period of three months.

As of December 31, 2023 and December 31, 2022, $547,000 and $3,000,000,

respectively, are included in Current portion of long-term debt, net on the consolidated balance sheet.

October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM

borrowed the principal amount of $3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date.

Wilson Loan matures on October 12, 2022, and contains an auto renewal period of nine months.

This loan was funded during March 2022.

As of December 31, 2022 $3,000,000 is included in Current portion of long-term

debt, net on the consolidated balance sheet.

As of December 31, 2023 $2,131,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet.

December 31, 2022 $3,000,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet.

November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle

Bank”) in the amount of $40,300,000.

The LifeCare Agreement supported the acquisition of three medical facilities located in Fort

Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $62,000,000.

These assets are classified as investments,

real estate on the consolidated balance sheet.

The purchase price has been allocated as $32,100,000, $12,100,000, and $1,500,000 for

the facility, land and site improvements, respectively.

Also included in the value of the property is $15,901,000 of intangible assets

with estimated useful lives ranging from 1 to 11 years.

The net book value of the assets acquired as of December 31, 2022 is approximately

The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five

(25) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest

rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28%, with the first

such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month

thereafter until the maturity date, at which time any outstanding principal and interest is due in full.

The affective interest rate

at December 31, 2022 was 8.46%.

The maturity date of November 2, 2023, may be extended to November 2, 2024.

As of December 31, 2022,

the outstanding principal and interest of the LifeCare agreement approximates $40,193,000, net of deferred financing costs of $270,000.

As of December 31, 2023, the outstanding principal and interested approximates $41,331,000.

Interest expense for the year-ended December

31, 2023 and 2022 approximated $1,142,000 and $952,000, respectively.

The LifeCare agreement is currently in default.

The Company is

in the process of remediating the related issues and continues to negotiate the extension of the loan.

February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset

EHome International Inc.

(“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase

Agreement dated January 25, 2022 (the “SPA”).

Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 shares of

the Company’s common stock for a purchase price of $0.3810 per share, for an aggregate purchase price of $17,000,000.

to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares

for an aggregate purchase price of $1,519,000.

This transaction was completed on March 9, 2022.

In addition, the Company’s Executive

Chairman and a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 (the “Note”) to HWH

International, Inc.

(“HWH” or the “Holder”), a related party.

HWH is affiliated with Heng Fai Ambrose Chan, who

became a Director of the Company in April 2020.

The Note is convertible into 333,333 shares of the Company’s Common Stock.

with issuance of the Note, the Company issued to HWH a detachable stock warrant to purchase up to an additional 333,333 shares of the

Company’s Common Stock, at an exercise price of $0.15 per share.

Under the terms of the Note and the detachable stock warrant,

the Holder is entitled to certain financing rights.

If the Company enters into more favorable transactions with a third-party investor,

it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical.

On August 9, 2022,

HWH and the Company executed an agreement to settle the Note and cancel the related stock warrant for $78,635.62, which amount represents

the principal plus accrued interest.

The Company made the payment to HWH on August 9, 2022.

May 17, 2022, the shareholders of the Company approved the acquisition of 62,122,908 shares of True Partners Capital Holdings Limited

(“True Partners”), a company publicly traded on the Hong Kong stock exchange in exchange for 17,570,948 shares of DSS stock.

The True Partner shares were acquired from Alset EHome International, Inc.

(“Alset EHome”), a related party.

Ambrose Chan, our director and Executive Chairman, is also Chairman of the Board, Chief Executive Officer, and the largest beneficial

owner of the outstanding shares of Alset EHome.

This transaction was completed with the transfer of DSS share to Alset EHome on July

1, 2022 with the issuance of DSS shares, which were valued at $0.34 per share, to Alset EHome.

November 2021, AMRE entered into a convertible promissory note (“Alset Note”) with Alset International Limited (“Alset

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Principal and interest of approximately $8,805,000 is

included in long-term debt, net on the accompanying consolidated balance sheet on June 30, 2022.

On May 17, 2022, the shareholders of

the Company approved the issuance of up to 21,366,177 Shares our Common Stock to Alset International to purchase the Convertible Promissory

included in long-term debt, net on the accompanying consolidated balance sheet on December 31, 2022.

On May 17, 2022, the shareholders

of the Company approved the issuance of up to 21,366,177 Shares our Common Stock to Alset International to purchase the Convertible Promissory

Note issued by American Medical REIT, Inc.

with a principal amount of $8,350,000 and accrued but unpaid interest of $367,000 through

May 15, 2022.

with a principal amount of $8,350,000 and accrued unpaid interest of $119,000 through December

This transaction was finalized in July 2022 and is eliminated upon consolidation into DSS.

Interest expense for this note totaled

$796,000 in December 2023 and $346,000 in December 2022.

February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset

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a significant stockholder, Heng Fai Ambrose Chan, is the Chairman, Chief Executive Officer and largest shareholder of AEI.

May 13, 2021, and later amended in April 2022, Sentinel Brokers, LLC, a subsidiary of the Company entered a revolving credit

promissory note (“Note 4”) with Borrower 4, a company registered in the state of New York and related party.

an aggregate principal balance up to $3,000,000, to be funded at request of Borrower 4.

Note 4, which incurs interest at a rate of

6.65% is payable in areas until the principal is paid in full at the maturity date of May 13, 2023.

As of December 31, 2022 and

December 31, 2021, there was $309,000 and $0, respectively, outstanding on the, and is included in current notes receivable on the

accompanying consolidated balance sheet.

During the three months ended September 30, 2022, Sentinel Brokers converted approximately

$1,364,000 of Note 4 into 13.64 preferred shares of Borrower 4.

In December 2022, Sentinel LLC obtained 75% ownership of Sentinel

and all transaction are eliminated upon consolidation into DSS.

May 13, 2021, and later amended in April 2022, Sentinel Brokers, LLC, a subsidiary of the Company entered a revolving credit promissory

note (“Note 3”) with Borrower 3, a company registered in the state of New York and related party.

Note 3 has an aggregate

principal balance up to $3,000,000, to be funded at request of Borrower 3.

Note 3, which incurs interest at a rate of 6.65% is payable

in areas until the principal is paid in full at the maturity date of May 13, 2023.

As of December 31, 2022 and December 31, 2021, there

was $309,000 and $0, respectively, outstanding on the, and is included in current notes receivable on the accompanying consolidated balance

During the three months ended September 30, 2022, Sentinel Brokers converted approximately $1,364,000 of Note 3 into 13.64 preferred

shares of Borrower 3.

In December 2022, Sentinel LLC obtained 75% ownership of Sentinel Co.

and all transaction are eliminated upon consolidation

October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 (the “Note”) to HWH

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Services Global Corp

November 2021, SHRG and Hapi Café, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered into

a Master Franchise Agreement pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the brand

“Hapi Café.” Under the terms, Sharing Services, directly or through its subsidiaries, has the right to operate no

less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject to

the terms and conditions contained in the Master Franchise Agreement.

November 2021, SHRG and Hapi Café, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company, entered

into a Master Franchise Agreement pursuant to which Sharing Services acquired the exclusive franchise rights in North America to the

brand “Hapi Café.” Under the terms, Sharing Services, directly or through its subsidiaries, has the right to operate

no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores, subject

to the terms and conditions contained in the Master Franchise Agreement.

October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $50,000 (the “Note”) to HWH

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14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements

included in the Company’s Annual Report on Form 10-K, the review of financial statements included in the Company’s

Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and

regulatory filings or engagements.

The aggregate fees billed for professional services rendered by our former independent public

accounting firm, Turner Stone & Company, LLP, Dallas, Texas, PCAOB Auditor ID 76, for audit and review services for the fiscal

year ended December 31, 2021 were approximately $464,000.

The aggregate fees build for professional services rendered by Grassi&Co for audit and review services for the fiscal

year ended December 31, 2022 was approximately $325,000.

anticipated fees associated with the audit of the year ended December 31, 2021, is expected to range between $355,000 and $375,000.

The aggregate fees billed for professional services rendered by our prior principal accountant, Freed Maxick CPAs, P.C., review

services for the fiscal years ended December 31, was approximately $200,000.

aggregate fees billed for audit related services by our prior principal accountant, Freed Maxick CPAs, P.C., pertaining to comfort letter

related to our registered offering during the years, consents for related registration statements and the audit of the Company’s

employee benefit plan and review of the stand-alone financial statements for one of the Company’s subsidiaries, for the years ended

December 31, 2021 approximated $51,000 The aggregate fees billed for audit related services

by our former principal accountant, Turner Stone & Company, LLP, pertaining to comfort letter related to our registered offering during

the years, consents for related registration statements and the audit of the Company’s employee benefit plan and review of the stand-alone

financial statements for one of the Company’s subsidiaries, for the years ended December 31, 2021 approximated $33,000.

Audit fees consist of fees for professional services rendered for the audit

of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K, the review of financial

statements included in the Company’s Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor

in connection with statutory and regulatory filings or engagements.

The aggregate fees billed for professional services rendered by our

independent public accounting firm, Grassi & Co.

CPAs, P.C., Jericho, NY, for audit and review services for the fiscal year ended

December 31, 2023 were approximately $365,000.

The aggregate fees build for professional services rendered by Grassi&Co for audit

and review services for the fiscal year ended December 31, 2022 was approximately $325,000.

aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for tax compliance,

tax advice and tax planning during the years ended December 31, 2023 and 2022 were approximately $143,000 and $143,000 respectively.

In 2021, DSS engaged Greendyke Jencik & Associates CPAs, PLLC to render quarterly and year end tax provisions.

The aggregate

fees for 2022 and 2021 were approximately $8,000 and $7,000.

were no fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for other related services

during the years ended December 31, 2021 and 2020.

DSS has engaged Greendyke Jencik & Associates CPAs, PLLC to render quarterly and year end tax provisions.

The aggregate fees for

2023 and 2022 were approximately $8,000 and $8,000.

There were fees billed for professional services rendered by our principal

accountant, Grassi & Co.

CPAs, P.C., associated with the Company’s S-1 filings for Impact BioMedical approximating $87,000 for

the years ended December 31, 2023.

Administration

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Pre-Approval of Audit and Permissible Non-Audit Services

Company’s Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all

audit or permissible non-audit services provided by the Company’s independent auditors.

Our Audit Committee, approved, in

advance, all work performed for year ended December 31, 2020 and nine-months ended September 30, 2021, by our principal accountant,

Freed Maxick CPAs, P.C.

On December 2, 2021, Freed Maxick CPAs P.C.

resigned as our independent registered public accounting firm,

and on December 3, 2021, our Audit Committee approved Turner, Stone & Company, L.L.P.

as our independent registered public

accounting firm for the year ended December 31, 2021.

On June 29, 2022, the Company’s Board of Directors (the

“Board”) approved replacing Turner, Stone & Company, LLP (the “Former Accountant”) as our independent

registered public accounting firm, with Grassi & Co.

(the “New Accountant”) as our independent registered

public accounting firm, effective July 1, 2022.

The engagement of the New Accountant was recommended and approved by the Board.

These services may include audit services, audit-related services, tax services and other services.

The Audit Committee may

establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures providing for delegated authority to

approve the engagement of the independent registered public accounting firm, provided that the policies and procedures are detailed

as to the particular services to be provided, the Audit Committee is informed about each service, and the policies and procedures do

not result in the delegation of the Audit Committee’s authority to management.

In accordance with these procedures, the Audit

Committee pre-approved all services performed by Freed Maxick CPAs, P.C., and Turner, Stone & Company, L.L.P.

The Company’s Audit Committee Charter requires that the Audit Committee

establish policies and procedures for pre-approval of all audit or permissible non-audit services provided by the Company’s independent

Our Audit Committee approved, in advance, all work performed for year ended December 31, 2023 by our principal accountant, Grassi & Co.

The Audit Committee may establish, either on an ongoing or case-by-case

basis, pre-approval policies and procedures providing for delegated authority to approve the engagement of the independent registered

public accounting firm, provided that the policies and procedures are detailed as to the particular services to be provided, the Audit

Committee is informed about each service, and the policies and procedures do not result in the delegation of the Audit Committee’s

authority to management.

In accordance with these procedures, the Audit Committee pre-approved all services performed by Grassi &

15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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(incorporated by reference to exhibit 3.1 to Form 8-K dated November 6, 2020).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Form 8-K filed January 8, 2024).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934*

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and Alset EHome International, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on September 10, 2021)

Purchase And Share Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc.

relating to the purchase of

Sharing Services Global Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission

on December 29, 2021)

Stock Purchase And Share Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc.

relating to the purchase of Sharing Services Global Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission on December 29, 2021)

Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc.

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and Alset International Limited (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on July 14, 2022)

Letter Agreement dated April 17, 2023, by and between Sharing Services Global Corporation and Decentralized Sharing Systems, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 18, 2023.)

Letter agreement between Frank D.

Heuszel and DSS, Inc.

executed December 12, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2023.)

Letter agreement between Jason Grady and DSS, Inc.

executed December 15, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2023.)

Letter agreement between Todd Mack and DSS, Inc.

executed December 15, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2023.)

Amendment to Promissory Note effective January 18, 2024 between DSS, Inc.

and Impact BioMedical, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 22, 2024).

Clawback Policy

Subsidiaries of Document Security Systems, Inc.*

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Financial Officer

(Principal Financial and Accounting Officer)

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

registrant and in the capacities and on the dates indicated.

Chief Executive Officer

(Principal Executive Officer)

Executive Officer

Executive Officer)

Financial Officer

Chief Operating Officer

(Principal Financial and Accounting Officer)

Operating Officer

Heng Fai Ambrose Chan

Fai Ambrose Chan

Chairman of the Board and CEO of DSS International, Inc.

John “JT” Thatch

of the Board and CEO of DSS International, Inc.

Hiu Pan Joanne Wong

José Escudero

Sassuan (Samson) Lee

Shui Yeung Frankie Wong

Tung Moe Chan

March 27, 2024

Sheng Hon Danny

Lim Sheng Hon Danny

Wai Leung William Wu

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