What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-10-22 compared with 2022-08-17 · 898 added, 864 removed, 303 unchanged (85% of the section changed)

23 unchanged sentences

Annual Report on Internal Control over Financial Reporting

management, including our Chief Executive Officer and Chief

Financial Officer , assessed the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2021.

In making this assessment, management used the framework established in “Internal Control—Integrated

Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, commonly referred to as

the “COSO” criteria.

Based on our assessment, we concluded that, as of December 31, 2021, our internal 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

management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2023.

In making this assessment, management used the framework established in “Internal

Control—Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission in 2013,

commonly referred to as the “COSO” criteria.

Based on our assessment, we concluded that, as of December 31, 2023, our internal

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 weaknesses

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

The Company did not maintain

a sufficient complement of qualified accounting personnel and controls associated with segregation of duties over complex transactions.

There was no systematic

method of documenting that timely and complete monthly reconciliation and closing procedures take place.

Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties

over complex transactions.

was no systematic method of documenting that timely and complete monthly reconciliation and closing procedures take place.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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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:

The Company has hired a Senior Accountant and Cost Accountant in 2022 , and the Company is in the process

of hiring a Controller as well as Manager of External Reporting.

The Company has re-assigned

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

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.

Company has centralized its accounting functions across all divisions.

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.

The Company has adopted

one ERP system to serve all business divisions to support its centralized accounting function.

have been put into place to ensure there are proper segregations of duties within the cash function.

The preparer of a check or wire

is unable to sign or approve the same, whereas the signor or approver does not have the ability to prepare a check or wire.

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.

Procedures 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.

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.

The Company will engage an external, independent expert to review significant and/or complex accounting transactions,

when appropriate, to ensure the proper accounting treatment is applied.

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

6 unchanged sentences

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, 2021, 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

Company’s Board of Directors currently consists of seven directors;

the Board size was reduced from nine to seven persons

on December 9, 2019, pursuant to an October 2019 Special Meeting of the Board, upon recommendation and approval by the Nominating and

Corporate Governance Committee to do so.

The Board, also upon recommendation and approval by the Nominating and Corporate Governance

Committee, reduce the size of the Board to seven members effective August 2021.

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

Chief Executive Officer, and Director

Chief Operating Officer

Chief Financial Officer

Heng Fai Ambrose Chan

Director, Chairman

John “JT” Thatch

José Escudero

Sassuan (Samson) Lee

Wai Leung William Wu

Tung Moe Chan

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

Lo’s resignation was accepted and became effective

August 20, 2021.

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”.

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

There are no familial relationships among

any of our directors.

Except as indicated below, none of our directors is a director in any other reporting companies.

None of our directors

has been affiliated with any company that has filed for bankruptcy within the last ten years.

We are not aware of any proceedings to

which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries or has a material

interest adverse to us or any of our subsidiaries.

Chan Heng Fai

Leung William Wu

Pan Joanne Wong

Yeung Frankie Wong

Lim Sheng Hon Danny

Executive Officer, Director

Operating Officer

Financial Officer

Independent Director

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

Except for Mr.

Ambrose Chan Heng

Fai and his son Mr.

Tung Moe Chan, there are no familial relationships among any of our directors.

Except as indicated below, none of

our directors is a director of any other reporting companies.

None of our directors has been affiliated with any company that has filed

for bankruptcy within the last ten years.

We are not aware of any proceedings to which any of our directors, or any associate of any

such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Each executive officer serves at the pleasure of the Board of Directors.

Director/Officer

Occupation or

Occupations and Directorships

Heuszel has served as a member of DSS’s Board of Directors since July

2018 during which time he served as chairman of the company’s Audit Committee until

On April 17, 2019, Mr.

Heuszel was appointed by the DSS Board of Directors as

the Chief Executive Officer of DSS (then known as Document Security Systems, Inc.) and its

Interim Chief Financial Officer.

Heuszel assigned the Interim Chief Financial

Officer to the current DSS CFO.

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.

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.

and business turnaround management.

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

banking organizations.

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 has also operated a successful law practice which was focused 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,

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

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

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

folding carton and consumer packaging company and wholly owned subsidiary of the Company after spending eight years as Premier’s

Vice President of Sales.

As Chief Operating Officer of DSS, Inc, a multinational public corporation with 9 businesses lines and over

40 subsidiaries that focus on product packaging, blockchain technology, securities and investment management, direct marketing, biotechnology,

nutraceutical, real estate, and alternative trading systems and crypto currency, and as president at Premier Packaging Corporation (PPC),

Grady’s role includes executive leadership and operational management of all divisions of the company, advising the direction

of each of the company’s subsidiaries, and the research and development of emerging market opportunities across diverse business

He has restructured more than 12 corporations during his tenure and successfully driven key initiatives for operational advancements,

mergers and acquisitions, rapid business development, international sales growth, and the development of strategic sales management and

corporate marketing strategies, resulting in the securing of long-term plans for expansion and growth and economic benefits for shareholders.

to 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.

Grady 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 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.

Heng Fai Ambrose Chan

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

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

since July of 2017.

is an accomplished global business veteran with more than 40 years of experience.

Chan specializes in financial restructuring

and corporate transformation to unlock value and unleash entrepreneurial zeal while managing risks.

Chan is actively involved across the globe in corporate restructures, governance and entrepreneurial ventures in several diversified

Some of the remarkable companies that he has built, rescued, or transformed include American Pacific Bank (USA), China Gas

Holdings Limited and Heng Fai Enterprises Limited both (listed on The Stock Exchange of Hong Kong), Global Med Technologies, Inc.

medical software company exited for US$60 million), and Singhaiyi Group Ltd.

Chan serves on the Board of Directors of a number of distinguished organizations among his noteworthy accomplishments.

has served as a member of the Board of Directors of Sharing Services Global Corporation since April of 2020, and has served as the

Chairman of the Board and Chief Executive Officer of Alset Ehome International, Inc.

since its inception.

Chan has served as

a Director of Alset International’s 99.98%-owned subsidiary, GigWorld Inc., since October 2014.

He has served as a member of

the Board of Directors of OptimumBank Holdings, Inc.

since June 2018.

Chan’s previous service record further highlights his extensive business acumen.

From 1995 to 2015, Mr.

Chan served as Managing

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

has served as a member of the Board of Zensun Enterprises Limited since September 1992.

Chan was formerly the Managing Director

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

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

pipeline infrastructure in China, from 1997 to 2002.

Chan served as 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, and from November 2003 to September

2013, he was a Director of SingHaiyi.

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.

John “JT” Thatch

John “JT” Thatch has served as a director of the Company

since May 9, 2019 and as Lead Independent Director since December 9, 2019.

Thatch, is an accomplished, energetic, entrepreneur minded

Executive who has the vision and knowledge to create growth and shareholder value any organization.

Thatch has successful started,

owned and operated several sized businesses in various industries that include service companies, retail, wholesale, on-line learning,

finance, real estate management and technology.

Since March 2018, Mr.

Thatch has served as the Chief Executive Officer and current 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 company that imports, wholesales and distributes wine and liquor

throughout the State of Florida since February of 2016.

Thatch served as Chief Executive Officer of Universal Education Strategies,

from January 2009 -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 Chairman of the DSS Audit

José Escudero

Escudero has served as a director of the Company since August 5, 2019.

He is currently Chief Strategy and M&A Officer at Certisign,

the Brazilian fintech leader in the Identity & Access Management.

is also the Managing Partner at BMI Capital Spain, a private investment bank and turnaround firm, since September 2013.

Escudero served as Principal at Hallman & Burke, an international management consulting firm, from July 2009 through September

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

from September 2013 to November 2019.

Ecudero has worked as Certisign’s Chief Strategy and M&A Officer since November 2019.

He is currently working as partner of the Managing Consulting firm Hallman & Burke, and previously worked for the Spanish M&A

boutique Ambers & Co.

He started his career in PwC.

Escudero has a B.Sc.

in Economics from the Francisco de Vitoria University and a Master’s degree in Corporate Finance and Investment

Banking from the Options & Futures Institute.

Escudero’s experience in corporate transformations, merger and acquisitions, corporate finance, and international trade along

with his education in economics and finance and investment banking qualifies him to serve on the Company’s Board of Directors.

Sassuan (Samson) Lee

Sassuan (Samson) Lee has served as a director of the Company since August 5, 2019.

Lee is the Founder & CEO of Coinstreet

Partners (www.coinstreet.partners), an award-winning decentralized investment banking group and consultancy firm in the F.M.T.

Media & Technology) field.

In addition, Mr.

Lee is Steering Committee Member of TADS Awards (www.tadsawards.org), Honorary Guest

Lecturer & Fintech and Blockchain Committee of Hang Seng University of Hong Kong (EDC), Vice President of Blockchain Applications

& Investment Alliance (www.bcaia.org), Founding Chairman of the Asia Pacific Digital Economy Institute (www.apdei.org), Co-organizer

of Global Online Investment Roadshow (www.goir.info), as well as Co-Founder of The STO Lab (www.thestolab.com), DFINI (www.dfini.com),

and Ethereum South China Community.

Lee currently serves on the board of directors of Sharing Services Global Corporation, which

is an OTCQB public company.

Lee has over 25 years’ experience in TMET sector, with substantial success in commercializing various blockchain, digital and

e-business projects.

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.

Lee’s extensive experience and recognized expert in the fields of technology, blockchain, cryptocurrency and fintech, combined

with his experience as Chief Executive Officer and Managing Director of successful international businesses qualifies him to serve

on the Company’s Board of Directors and a member of the DSS Audit Committee.

Wai Leung William Wu

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.

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

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

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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 qualifies him to serve on the Company’s

Board of Directors and a member of the DSS Audit Committee.

Tung Moe Chan

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 and serves as Co-Chief Executive

Officer of Alset Ehome International, Inc.

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 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 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.

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 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

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.

In addition, since August

2020, he has served as Director of Corporate Development of American Medical REIT Inc.

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

Zensun Enterprises 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

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

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

British Columbia.

Chan 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

Company has determined that each of Mr.

John “JT” Thatch, Mr.

William Wu, Mr.

Sassuan Lee and Mr.

José Escudero

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

the fiscal year ended December 31, 2021, each of the Company’s independent directors attended or participated in

97% 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.

During the fiscal year ended December 31, 2021, the Board held two meetings and

acted by written consent on eleven occasions.

December 9, 2019, the Board appointed Mr.

Thatch as the Lead Independent Director, Mr.

Thatch will serve as the

Lead Independent Director until his successor is duly appointed and qualified, or until his earlier removal or resignation or such time

as he is no longer considered an independent director under the New York Stock Exchange listing standards.

Thatch’s authority,

responsibilities, and duties as the Lead Independent Director include the following:

(i) preside at all meetings of the Board at which

the Chairman of the Board is not present, at all meetings of the independent directors and at all executive sessions of the independent

directors, (ii) have a reasonable opportunity to review and comment on Board meeting agendas, (iii) serve as a liaison between the Chairman

of the Board and the other members of the Board, (iv) have the authority to call special meetings of the Board and of the independent

directors, and (v) perform such other duties as the Board may from time to time delegate.

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.

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 is comprised of Mr.

Lee is qualified as a “financial expert” as defined in Item 407 under Regulation S-K of the Securities Act of 1933,

Each of the members of the Audit Committee is an independent director (as defined under Section 803 of the NYSE American

LLC Company Guide).

Thatch serves as Chairman of the Audit Committee.

The Audit 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.dssworld.com .

Wai Leung William Wu, Mr.

Shui Yeung Frankie Wong, Ms.

Hiu Pan Joanne

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

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,

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

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

Shui Yeung Frankie Wong as a non-executive member of the Company’s Board of Directors.

Wong will serve as an independent director and serve on the Audit Committee and the Nominating and Corporate Governance Committee.

July 11, 2022, the Board of the Company elected Ms.

Hiu Pan Joanne Wong as an independent, non-executive director of the Board.

or around June 2022, Mr.

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.

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.

Wong, and Mr.

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).

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.

and Management Resources Committee

purpose of the Compensation and Management Resources Committee is to assist the Board in discharging its responsibilities relating to

executive compensation, succession planning for the Company’s executive team, and to review and make recommendations to the Board

regarding employee benefit policies and programs, incentive compensation plans and equity-based plans.

executive compensation, succession planning for the Company’s executive team, and to reviewing and making recommendations to the

Board regarding employee benefit policies and programs, incentive compensation plans and equity-based plans.

The Compensation and Management

Resources Committee held two meetings in 2021.

Compensation and Management Resources Committee is responsible for, among other things, (a) reviewing all compensation arrangements for

the executive officers of the Company and (b) administering the Company’s stock option plans.

The Compensation and Management Resources

Committee consists of Mr.

José Escudero, Mr.

Wai Leung William Wu and Mr.

Sassuan (Samson) Lee, with Mr.

Lee as the Chairman.

Resources Committee met twice in 2023.

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

reviewing all compensation arrangements for the executive officers of the Company and (b) administering the Company’s stock option

The Compensation and Management Resources Committee consists of Mr.

Escudero, Mr.

Wong, with Mr.

Escudero as the Chairman.

Each of the members of the Compensation and Management Resources Committee is an independent director (as defined under Section 803 of

1 unchanged sentence

The Compensation and Management Resource 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.dssworld.com.

duties and responsibilities of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss

with management and the Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation

Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dsssecure.com.

The duties and

responsibilities of the Compensation and Management Resources Committee in accordance with its charter, are to review and discuss with

management and the Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation

and employee benefit policies and programs;

16 unchanged sentences

to the Committee’s purpose.

Compensation and Management Resources Committee may request any officer or employee of the Company or the Company’s outside counsel

to attend a meeting of the Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation

and Management Resources Committee.

The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief

Executive Officer’s performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources

The Compensation and Management Resources Committee may request any officer or employee of the Company

or the Company’s outside counsel to attend a meeting of the Compensation and Management Resources Committee or to meet with any

members of, or consultants to, the Compensation and Management Resources Committee.

The Company’s Chief Executive Officer does

not attend any portion of a meeting where the Chief Executive Officer’s performance or compensation is discussed, unless specifically

invited by the Compensation and Management Resources Committee.

Compensation and Management Resources Committee has the sole authority to retain and terminate any compensation consultant to be used

9 unchanged sentences

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

The Nominating and

Corporate Governance Committee consists of Mr.

John “JT” Thatch, the Chairman of the committee, Mr.

Sassuan (Samson) Lee

José Escudero, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company

The Nominating and Corporate Governance Committee held two meetings in 2021 and did not act by written consent.

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.dssworld.com.

At December 31,

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

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

8 unchanged sentences

ethics, integrity and values which the candidate may bring to the Board of Directors.

Currently, the Nominating and Corporate Governance

Committee does not have an explicit policy regarding diversity, however, when considering candidates nominees shall not be discriminated

against based on race, religion, national origin, sex, disability or any other basis proscribed by applicable law.

Company has adopted a Code of Ethics that establishes the standards of ethical conduct applicable to all directors, officers and employees

of the Company.

A copy of the Code of Ethics covering all of our employees, directors and officers, is available on the Corporate Governance

section of our web site at www.dssworld.com.

Section 16(a) Reports

solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of

the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis

with all Section 16(a) filing requirements, except Mr.

Sassuan (Samson) Lee, Mr.

José Escudero and Mr.

Wai Leung William Wu each

failed to file a Form 4 with respect to individual grants of 1,020 shares of the Company’s Common Stock, pursuant to the Company’s

2020 Employee, Director and Consultant Equity Incentive Plan that each director received on April 3, 2020.

A copy of the Code of Ethics covering all of our employees, directors and officers, and all other corporate governance

documents, are available on the Corporate Governance section of our web site at www.dsssecure.com.

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.

July 11, 2019, the Board appointed Mr.

Jason Grady as the Company’s Chief Operating Officer, effective July 15, 2019.

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

4 unchanged sentences

Name and principal position

Stock Awards (1)

Option Awards

5 unchanged sentences

Macko, Chief Financial Officer

Bzdick, President (3)

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, 2020 or December 31, 2021

Includes health insurance premiums, retirement matching

funds and automobile expenses paid by the Company.

Bzdick served as President

of the Company and Chief Executive Officer of Premier Packaging Corporation, a wholly-owned subsidiary of the Company, until August

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, and also as the Company’s interim

Chief Financial Officer since April 17, 2019.

Upon that 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.

On August 27, 2019, the

Company entered into an executive employment agreement with Mr.

Pursuant to that agreement, Mr.

Heuszel received an annual base

salary of $165,000, payable bi-weekly, and was eligible for 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.

Under the terms of that employment agreement, in

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

Heuszel’s employment without cause, Mr.

Heuszel would

have received four-months’ salary, payable monthly.

In October 2020, this employment agreement was extended on the same general

terms to expire on December 31, 2020.

Commencing January 1, 2021, the Company and Mr.

Heuszel entered into a new three-year employment

agreement scheduled to terminate on December 31, 2023.

Under the terms of this new employment agreement, Mr.

Heuszel shall receive an

annual base salary of $260,000, payable bi-weekly, and he is eligible to 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.

September 5, 2019, the Company entered in an executive employment agreement with Mr.

Jason Grady, the Company’s Chief Operating

Pursuant to the agreement, Mr.

Grady shall receive an annual base salary of $200,000 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

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 salary.

Negotiations are currently in process to renew the terms of the existing contract.

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.

Macko was promoted to Interim Chief Financial Officer on October 29, 2020.

Macko’s annual base salary is $150,000 and

he is eligible to receive an annual performance bonus, upon the Company’s achievement of certain net income goals, up to 50% of

his annual base salary.

On August 16, 2021, Mr.

Macko was made the permanent CFO which resulted in an increase in base pay to $198,000

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 base salary.

Negotiations are currently in process to review the other terms of his

existing contract.

July 31, 2018, the Company and Robert Bzdick entered into a Non-Compete Letter Agreement (the “Bzdick Agreement”) whereby

the parties mutually agreed that Mr.

Bzdick’s employment as President of the Company and Chief Executive Officer of Premier Packaging

Corporation, a wholly-owned subsidiary of the Company, would terminate effective on August 1, 2018.

The Bzdick Agreement voided and replaced

Bzdick’s previous employment agreement with the Company, originally dated February 12, 2010, and amended on October 1, 2012,

except for the non-competition and non-solicitation covenants contained therein, which were carried forward in their entirety to the

new Bzdick Agreement.

to the terms of the Bzdick Agreement, Mr.

Bzdick received his regular wages and contractual bonus sum accrued through the separation

date, and also receives the sum of $16,000 per month, for a period of 19 months, as consideration for the two-year non-competition and

non-solicitation restrictive covenants contained in the Bzdick Agreement, which are identical to the restrictive covenants contained

Bzdick’s previous employment agreement, which are now incorporated by reference into the Bzdick Agreement.

the Company agreed to continue to pay the cost of Mr.

Bzdick’s health, dental and vision insurance coverage for a period of 19

months or until he is eligible for such benefits from another employer, whichever is shorter.

In the Agreement, Mr.

Bzdick specifically

acknowledges that, among other remedies, the Company is entitled to cease all payments under the Bzdick Agreement and recoup all payments

previously made in the event Mr.

Bzdick revokes, violates or breaches the Agreement, or discontinues any promised act under the Bzdick

Moreover, the Bzdick Agreement further provides that in the event Mr.

Bzdick breaches the Bzdick Agreement by bringing suit

or filing a claim with an administrative agency, then he must, as a condition precedent, repay to the Company in cash all consideration

received pursuant to the Bzdick Agreement.

The Bzdick Agreement also contains standard mutual release and damages clauses, and a clause

that provides that in any action for breach of the Bzdick Agreement, the prevailing party shall be entitled to recover attorneys’

fees from the opposing party.

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

3 unchanged sentences

Fees Earned or Paid in Cash

Stock Awards (1)

All Other Compensation

1 unchanged sentence

Heng Fai Ambrose Chan

John “JT” Thatch

Sassuan (Samson) Lee

Lim Sheng Hon Danny

José Escudero

Wai Leung William Wu

Hiu Pan Joanne Wong

Wong Shui Yueng

Sassuan Samson Lee

Tung Moe Chan

Represents 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 11 to our consolidated financial statements.

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

Chan received $7,276,031 as a performance bonus.

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

1 unchanged sentence

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

$500 for each nominating and compensation committee meeting he attends and $750 for each audit and executive committee

meeting he attends, provided such committee meeting falls on a date other than the date of a full Board of Directors meeting.

of the independent directors is also eligible to receive discretionary grants of options or restricted stock under the Company’s

2020 Equity Incentive Plan.

Non-independent members of the Board of Directors do not receive compensation in their capacity as directors,

except for reimbursement of travel expenses.

$500 for each nominating and compensation committee meeting he attends and $750 for each audit and executive committee meeting he attends,

provided such committee meeting falls on a date other than the date of a full Board of Directors meeting.

Each of the independent directors

is also eligible to receive discretionary grants of options or restricted stock under the Company’s 2020 Equity Incentive Plan.

Non-independent members of the Board of Directors do not receive compensation in their capacity as directors, except for reimbursement

of travel expenses.

12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

8 unchanged sentences

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

14, 2022, 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 14, 2022, plus (b) the number of shares such person has the right to acquire within 60 days of March 14, 2022.

Number of Shares

Beneficially Owned

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 EHome International, Inc

Alset International limited

Less than 1%.

beneficial ownership of Heng Fai Chan includes 26,178,632 shares of common stock, consisting of (a) 1,614,552 shares of common stock

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

(b) 688,941 shares of common stock held by Heng Fai Chan

(d) 7,716,004 shares of common stock

held by Global Biomedical Pte.

and (e) 16,142,468 shares of common stock held by Alset EHome International Inc.

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;

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

9 unchanged sentences

2020 Employee, Director and Consultant Equity Incentive Plan

Employee Stock Option Plan

the Board’s approval of same, the Company’s shareholders approved the 2020 Employee, Director and Consultant Equity Incentive

Plan (“2020 Incentive Plan”) at the shareholder meeting held on December 9, 2019.

As of the date of this Report, zero options

have been issued pursuant to the 2020 Incentive Plan.

Based on its provisions, there are currently 4,470,419 shares of Common Stock available

for issuable under the 2020 Incentive Plan.

of the Plan .

The 2020 Incentive Plan was established by the Company to (i) promote the success and enhance the value of the Company

by a) linking the personal interests of participants of the 2020 Incentive Plan to those of Company stockholders and b) providing participants

with an incentive for outstanding performance;

and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain

the services of participants upon whose judgment, interest and special effort the successful conduct of its business is largely dependent.

Board has the sole authority to implement, interpret, and/or administer the 2020 Incentive Plan unless the Board delegates (i) all or

any portion of its authority to implement, interpret, and/or administer the 2020 Incentive Plan to a committee of the Board consisting

of non-employee directors (the “Committee”), or (ii) the authority to grant and administer awards to non-executive employees

of the Company under the 2020 Incentive Plan to an officer of the Company.

2020 Incentive Plan provides for the issuance of shares of Common Stock, including shares that may be issued related to the exercise

of options awarded under the 2020 Incentive Plan, in an amount up to twenty percent (20%) of the total issued and outstanding shares

of Common Stock as of December 31, 2019 (with additional shares to be authorized every first day of the next fiscal year in accordance

with the 2020 Incentive Plan’s evergreen provision).

The 2020 Incentive Plan shall be effective for 10 years, unless earlier terminated.

officers, directors, consultants and advisors of the Company or any affiliate of the Company (“Participants”) are eligible

to receive an award under the 2020 Incentive Plan.

The 2020 Incentive Plan provides Participants the opportunity to participate in the

enhancement of shareholder value by the award of options and awards of Common Stock, granted as stock bonus awards, restricted stock

awards, deferred share awards and performance-based awards, under the 2020 Incentive Plan.

The 2020 Incentive Plan further provides for

the Company to make payment of bonuses and/or consulting fees to certain Participants in options and Common Stock, or any combination

While our directors and our executive officers may participate in the 2020 Incentive Plan, the amounts and benefits that they

may receive from the 2020 Incentive Plan (if any) has not been determined and is not currently determinable.

single participant under the 2020 Incentive Plan may receive more than 20% of all options awarded in a single year.

the event of a corporate transaction involving the Company (including, without limitation, any merger, reorganization, consolidation,

recapitalization, separation, liquidation, split-up, or share combination), the Committee shall adjust awards in any manner determined

by the Committee to be an appropriate and equitable means to prevent dilution or enlargement of rights.

the 2020 Incentive Plan, the Company will initially reserve shares of Common Stock for issuance to eligible employees, officers, directors,

consultants, and advisors of the Company and its affiliates in amount equal to twenty percent (20%) of the then issued and outstanding

shares of the Company’s Common Stock as of December 31, 2019, subject to adjustment.

The 2020 Incentive Plan provides that on the

first day of each fiscal year of the Company during the period beginning in fiscal year 2021 and ending on the second day of fiscal year

2029, the number of shares of Common Stock authorized to be issued under the 2020 Incentive Plan will be increased by an amount equal

to the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding as of December 31 of the preceding fiscal

year and (ii) an amount to be determined by the Company’s Board of Directors.

Board, or the Committee, shall have sole and absolute discretionary authority (i) to determine, authorize, and designate those persons

who are to receive options under the 2020 Incentive Plan, (ii) to determine the number of shares of Common Stock to be covered by such

options and the terms thereof, (iii) to determine the type of option granted (ISOs or Nonqualified Options), and (iv) to determine other

such details concerning the vesting, termination, exercise, transferability and payment of such options.

The Board or Committee shall

thereupon grant options in accordance with such determinations as evidenced by a written option agreement.

exercise price per share for Common Stock of options granted under the 2020 Incentive Plan shall be determined by the Board or Committee,

but in no case shall be less than one hundred percent (100%) of the fair market value of the Common Stock (determined in accordance with

the 2020 Incentive Plan) at the time the option is granted, provided that, with respect to ISOs granted to a person who holds ten percent

(10%) or more of the total combined voting power of all classes of stock of the Company, the exercise price per share for Common Stock

shall not be less than 110% of the fair market value of the Common Stock and the term of the ISO shall be no more than 5 years from date

The fair market value of the Common Stock with respect to which ISOs may be exercisable for the first time by any Participant

during any calendar year under all such plans of the Company and its affiliates shall not exceed $100,000, or such other amount provided

in Section 422 of the Internal Revenue Code.

under the 2020 Incentive Plan may not be transferred except by will or laws of descent and, during the lifetime of the recipient of the

ISO, only be exercised by such recipient.

Nonqualified Options may be transferred as a gift in accordance with the applicable securities

laws and regulations and with any stock option agreement.

Shares issued pursuant to the exercise of options may be endorsed with a legend

restricting their transfer or sale.

option shall terminate not more than ten years from the date of the grant or at such earlier time as the option agreement may provide.

For those who own more than 10% of the total combined voting power of all classes of stock of the Company or an affiliate of the Company,

each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the option agreement may provide.

Deferred, and Restricted Stock Awards

Board, or the Committee, may, in its sole discretion, grant awards of Common Stock in the form of bonus awards, deferred awards, and

restricted stock awards.

Each stock award agreement shall be in such form and shall contain such terms and conditions as the Board, or

the committee, deems appropriate.

The terms and conditions of each stock award agreement may change from time to time and need not be

uniform with respect to Participants, and the terms and conditions of separate stock award agreements need not be identical.

Board, or the Committee, may authorize grants of shares of Common Stock to be awarded upon the achievement of specified performance objectives,

upon such terms and conditions as the Board, or the Committee, may determine.

Such awards shall be conferred upon the Participant upon

the achievement of specified performance objectives during a specified performance period, such objectives being set forth in the grant

and including a minimum acceptable level of achievement and, optionally, a formula for measuring and determining the number of performance

shares to be issued.

Each performance share award agreement shall be in such form and shall contain such terms and conditions as the

Board, or the Committee, deems appropriate.

The terms and conditions of each performance share award may change from time to time and

need not be uniform with respect to Participants, and the terms and conditions of separate performance share award agreements need not

be identical.

the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or

other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration therefore in money,

services or property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding options and other

awards under the 2020 Incentive Plan, and (ii) the number of and class of shares then reserved for issuance under the 2020 Incentive

Plan and the maximum number of shares for which awards may be granted to any Participant during a specified time period shall be appropriately

and proportionately adjusted.

The Board, or the Committee, shall make such adjustments, and its determinations shall be final, binding

and conclusive.

the Company is to be consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially all

of the Company’s assets other than a transaction to merely change the state of incorporation (a “Corporate Transaction”),

the administrator of the 2020 Incentive Plan (the “Administrator”) or the board of directors of any entity assuming the obligations

of the Company (the “Successor Board”), shall, as to outstanding options issued under the 2020 Incentive Plan, either (i)

make appropriate provision for the continuation of such options by substituting on an equitable basis for the shares then subject to

such options either A) the consideration payable with respect to the outstanding shares of common stock in connection with the Corporate

Transaction or B) securities of any successor or acquiring entity;

or (ii) upon written notice to the Participants, provide that such

options must be exercised (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such options

being made partially or fully exercisable), within a specified number of days of the date of such notice, at the end of which period

such options which have not been exercised shall terminate whether or not vested;

or (iii) terminate such options in exchange for payment

of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of

common stock into which such option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion

of the Administrator, any such options being made partially or fully exercisable) less the aggregate exercise price thereof.

of determining the payments to be made pursuant to clause (iii) above, in the case of a Corporate Transaction, the consideration for

which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined

in good faith by the Board of Directors.

respect to outstanding stock grants issued under the 2020 Incentive Plan, the Administrator or the Successor Board, shall make appropriate

provision for the continuation of such stock grants on the same terms and conditions by substituting on an equitable basis for the Shares

then subject to such stock grants either the consideration payable with respect to the outstanding shares of common stock in connection

with the Corporate Transaction or securities of any successor or acquiring entity.

In lieu of the foregoing, in connection with any Corporate

Transaction, the Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding stock grant shall be

terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to

a holder of the number of shares of common stock comprising such stock grant (to the extent such stock grant is no longer subject to

any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being

waived upon such Corporate Transaction).

Amendment or Termination

Board has the authority to amend, suspend, or terminate our equity incentive plans, provided that such action does not materially impair

the existing rights of any participant without such participant’s written consent.

The 2020 Incentive Plan will terminate on January

1, 2030, except that awards that are granted under the 2020 Incentive Plan prior to its termination will continue to be administered

under the terms of the 2020 Incentive Plan until the awards terminate, expire or are exercised.

2020 Incentive Plan was effective January 1, 2020, was approved by Company stockholder approval on December 9, 2019, and, subject to

the right of the Committee to amend or terminate the 2020 Incentive Plan, will remain in effect as long as any awards under it are outstanding;

provided, however, that no awards may be granted under the 2020 Incentive Plan after January 1, 2030.

Committee may, at any time, amend, suspend or terminate the Plan, and the Committee may amend any award agreement;

provided that no amendment

may, in the absence of written consent to the change by the affected participant, materially alter or impair any rights or obligations

under an award already granted under the 2020 Incentive Plan.

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

4 unchanged sentences

the last two completed fiscal years.

February 25, 2020, the Company completed an underwritten public offering with gross proceeds of $4.6 million before deducting underwriting

discounts and commissions and other estimated offering expenses.

The offering included 740,741 shares of the Company’s common stock

and 111,111 additional shares from the exercise of the underwriter’s purchase option to cover over-allotments, at the public offering

price of $5.40 per share.

Chan purchased 370,370 shares of Common Stock in the Offering, for an aggregate purchase price of $2,000,000.

March 3, 2020, the Company entered into a binding term sheet (the “AMRE Term Sheet”) with LiquidValue Asset Management Pte

Ltd (“LVAM”), AMRE Asset Management Inc.

(“AAMI”) and American Medical REIT Inc.

(“AMRE”), regarding

a share subscription and loan arrangement.

The AMRE Term Sheet sets out the terms of a proposed venture to establish a medical

real estate investment trust in the United States.

Pursuant to the AMRE Term Sheet, the Company subscribed for 5,250 ordinary shares

of AAMI at a purchase price of $0.01 per share for total consideration of $52.50.

Concurrently, AAMI issued 2,500 shares to LVAM, and

1,250 shares to AMRE Tennessee, LLC, AMRE’s executive management’s holding company.

As a result, the Company holds 52.5%

of the outstanding shares of AAMI, with LVAM and AMRE Tennessee, LLC, holding 35% and 12.5% of the remaining outstanding shares of AAMI,

respectively.

Further, pursuant to and in connection with the AMRE Term Sheet, on March 3, 2020, the Company entered into a Promissory

Note with AMRE, pursuant to which AMRE will issue the Company a promissory note for the principal amount of $800,000.00 (the “AMRE

The AMRE Note matures on March 3, 2022 and accrues interest at the rate of 8.0% per annum, and shall be payable in accordance

with the terms set forth in the AMRE Note.

The AMRE Note also provides the Company an option to provide AMRE an additional $800,000 on

the same terms and conditions as the AMRE Note, including the issuance of warrants as hereinafter described.

As further incentive to

enter into the AMRE Note, AMRE issued the Company warrants to purchase 160,000 shares of AMRE common stock (the “AMRE Warrants”).

The AMRE Warrants have an exercise price of $5.00 per share, subject to adjustment as set forth in the AMRE Warrant, and expire on March

Pursuant to the AMRE Warrants, if AMRE files a registration statement with the Securities and Exchange Commission for an initial

public offering (“IPO”) of AMRE’s common stock and the IPO price per share offered to the public is less than $10.00

per share, the exercise price of the AMRE Warrant shall be adjusted downward to 50% of the IPO price.

The AMRE Warrant also grants piggyback

registration rights to the Company as set forth in the AMRE Warrant.

The parties to the AMRE Term Sheet, including AMRE Tennessee, LLC,

also entered into a stockholders’ agreement dated as of March 3, 2020 (the “AMRE Stockholders’ Agreement”), regarding

their ownership of AAMI’s common stock to regulate certain aspects of the relationship between the stockholders and provide for

certain rights and obligations with respect to such ownership, as set forth in the AMRE Stockholders’ Agreement.

LVAM is an 82%

owned subsidiary of Alset Intl.

whose Chief Executive Office and largest shareholder is Mr.

Following the consummation of the transactions

contemplated by the AMRE Term Sheet, Mr.

Heuszel were appointed to the board of directors of AAMI.

August 21, 2020, the Company, completed its acquisition of Impact BioMedical, pursuant to a Share Exchange Agreement by and among the

Company, DSS BioHealth, and related parties Alset Intl (formally Singapore eDevelopment Limited), and Global Biomedical Pte Ltd.

which was previously approved by the Company’s shareholders (the “Share Exchange”).Under the terms of the Share Exchange,

the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share,

and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”),

with a stated value of $46,868,000, or $1,000 per share, for a total consideration of $50 million (Note 13).

Due to several factors,

including a discount for illiquidity, the value of the Series A Preferred Stock was discounted from $46,868,000 to $35,187,000, thus

reducing the final consideration given to approximately $38,319,000.

Alset Intl CEO and largest shareholder is Mr.

Heng Fai Ambrose Chan,

the Chairman of the Board and the largest shareholder of the Company.

of March 31, 2020, the Company owned 83,174,129 ordinary shares of Alset International Limited (“Alset Intl”, formally Singapore

eDevelopment Limited) a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited, at an exercise price

of SGD$0.04 (US$0.029) per share and warrants to purchase an additional 44,005,182 ordinary shares at an exercise price of SGD$0.04 (US$0.029)

On June 25, 2020, the Company exercised those warrants bringing its total ownership to 127,179,311 shares or approximately

7% of the outstanding shares of Alset Intl as of December 31, 2020.

Historically and through June 30, 2020, the Company carried its investment

in Alset Intl at cost, less impairments under the measurement alternative in ASU No.

2016-01, “Recognition and Measurement of Financial

Assets and Financial Liabilities”.

During the third quarter of 2020, the Company determined that the investments had a readily

determinable fair value based on the volume of shares traded on the Singapore Exchange which evidences a ready market for shares, as

well as a consistent and observable market price.

Accordingly, this investment is now classified as a marketable security and is classified

as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period

of at least one year.

Company owns 127,179,291 shares or approximately 4% of the outstanding shares of Alset International Limited (“Alset Intl”),

a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited.

This investment is classified as a marketable

security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the

investments for a period of at least one year.

The Chairman of the Company, Mr.

Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of

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

The fair value

of the marketable security as of December 31, 2020 was approximately $6,830,000 and during the year ended December 31, 2020 the Company

recorded unrealized gains on this investment of approximately $3,384,200.

July 22, 2020, Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors, assigned a Stock Purchase and Share Subscription

Agreement by and between Mr.

Chan and SHRG, pursuant to which the Company purchased 30,000,000 shares of Class A common stock and 10,000,000

warrants to purchase Class A common stock for $3 million.

The warrants have an average exercise price of $0.20, immediately vested and

may be exercised at any time commencing on the date of issuance and ending three year from such date.

These shares and warrants are also

subject to a one-year trading restriction pursuant to the terms of a Lock-Up Agreement entered into between Mr.

Chan and the Company

and assigned to the Company.

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 and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”).

Heng Fai Ambrose Chan, is the Executive Director and

Chief Executive Officer of Alset Intl.

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 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.

The Note calls for interest to be

paid annually on March 2 with interest fixed at 8.0%.

As further incentive to enter into this Note, AMRE granted LVAMPTE warrants to

purchase shares of common stock of AMRE (the “Warrants”).

The amount of the warrants granted is the equivalent of the Note

Principal divided by the Exercise Price.

The Warrants are exercisable for four years and are exercisable at $5.00 per share (the “Exercise”

In March 2022, this debt was converted into equity in AMRE, and LVAMPTE exercised the warrants for $200,000 (see the consolidated

statement of changes in stockholders’ equity) The holder is a related party owned by the Chairman of the Company’s board

of directors.

March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc.

(“Seller”), a related party, to

purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd.

(“IOPL”) for a purchase price $2,480,000.

The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic

IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common

The Sellers largest shareholder is Mr.

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

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.

ATC have initiated or have pending applications to do business in a number of states, including Texas, Tennessee,

Connecticut, Florida, and Illinois.

For the purpose of organization and the state application process, the Company’s CEO, who is

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

There was no activity for the twelve-months

ended December 31, 2020

September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc.

entered into membership interest purchase agreement

with BMI Financial Group, Inc.

a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability

company (“BMICI”) whereas DSS Securities, Inc.

purchased 14.9% membership interests in BMIC for $100,000.

DSS Securities

also had the option to purchase an additional 10% of the outstanding membership interest which it exercised in January of 2021 and increased

its ownership to 24.9%.

This investment is valued at cost as it does not have a readily determined fair value.

is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority,

(“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”).

The Company’s

chairman of the board and Mr.

Sassuan Lee, an independent board member of the Company, also have ownership interest in BMIC..

of December 31, 2020, the Company held 64,207,378 class A common shares equating to a 32.2% ownership interest in SHRG and had recorded

unrealized gains on marketable securities of approximately $6.1 million for the twelve-months then ended.

As of July 22, 2020, the carrying

value of the Company’s equity method investment exceeded our share of the book value of the investee’s underlying net assets

by approximately $9.5 million, which represents primarily intangible assets in the form of customer and distributor lists and goodwill

arising from acquisitions.

The Company is still in the process of valuing the intangible assets as of December 31, 2020 and no amortization

has been recorded during the period ended December 31, 2020.

The aggregate fair value of the Company’s investment in SHRG at December

31, 2020 was approximately $14,774,000.

DSS, via four (4) of the Company’s existing board members, currently holds four (4) of

the five (5) SHRG board of director seats.

JT Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG is on the

SHRG Board, along with Mr Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020),

Sassuan “Sam” Lee, DSS Independent Director (joined the SHRG Board effective September 29, 2020) and Mr.

the CEO of the Company (joined the SHRG Board effective September 29, 2020).

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”),

which provided for an investment of $40,000,000 by the Company into APB for an aggregate of 6,666,666 shares of the APB’s

Class A Common Stock, par value $0.01 per share.

which provided for an investment of $40,000,200 by the Company into APB for an aggregate of 6,666,700 shares of the APB’s Class

A Common Stock, par value $0.01 per share.

Subject to the terms and conditions contained in the SPA, the shares issued at a purchase

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.

Activity from September 9, 2021, to September 30, 2021, was not significant.

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.

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.

September 3, 2021, DSS entered into a subscription agreement (the “AEI Subscription Agreement”) with AEI, which provided

for an investment of up to $15,000,000 by AEI into the Company in exchange of an aggregate of 12,156,000 shares of the Company’s

common stock, $0.02 par value per share.

Subject to the terms and conditions contained in the AEI Subscription Agreement, the shares

were issued at a purchase price of $1.234 per share.

Prior to this transaction, AEI indirectly held a significant investment in the Company

through majority-owned subsidiaries.

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.

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, SHRG issued a Convertible Promissory Note in the principal amount of $50,000 (the “Note”) to HWH International,

Inc (“HWH” or the “Holder”).

HWH is affiliated with Heng Fai Ambrose Chan, who became a Director of the Company

in April 2020.

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, 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.

Concurrent 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.

As of the date of this Quarterly Report, the Company

and HWH are jointly reviewing the Note and the detachable stock warrant.

The number of shares that HWH may acquire upon conversion of

the HWH Note and exercise of the detachable stock warrant may be greater than the amounts described in this paragraph, depending on the

results of such review.

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

International”), a related party, for the principal amount of $8,350,000.

The Alset Note accrues interest at 8% per annum and matures

in December 2023, with interest due quarterly and the principal due at maturity.

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

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 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

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 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.

Pursuant 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.

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

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 issuance of up to 21,366,177 Shares our Common Stock to Alset International

Limited (“Alset International”), a related party, to purchase the Convertible Promissory Note issued by American Medical

with a principal amount of $8,350,000 and accrued but unpaid interest of $367,400 through May 15, 2022.

This transaction was

finalized in July 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.

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.

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”).

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.

Concurrent 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 $78,636, which amount represents the principal plus accrued

The detachable stock warrant to purchase the additional 333,333 shares of the Company’s Common Stock was forfeited by

the Holder upon payment.

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

the nine months ended December 31, 2021, a wholly owned subsidiary of the SHRG purchased skin care products manufactured by K Beauty

5 unchanged sentences

part of the Company’s previously announced strategic growth plans.

SHRG subleases warehouse

and office space from Alchemist Holdings, LLC, a shareholder of the Company.

During the nine months ended December 31, 2021, rent expense

associated with such sublease agreement was $75,486.

As disclosed in our Transition Report for the transition period ended March 31,

2021, in June 2020, the Company entered into a Settlement Accommodation Agreement and an Amended and Restated Founder Consulting Agreement

with a former officer of the Company who is a principal of Alchemist Holdings, LLC.

The Company recognized a settlement liability of

$2.0 million in connection therewith.

As of December 31, 2021, the settlement liability balance is $715,596.

February 2020, the Company, Alchemist Holdings, LLC (“Alchemist”), and a former Company officer entered into a Settlement

Accommodation Agreement (the “Accommodation Agreement”) pursuant to which Alchemist and the former Company officer agreed

to transfer to the Company 22.7 million shares of the Company’s Common Stock held by Alchemist, in settlement of certain obligations

to the Company.

Under the terms of the Accommodation Agreement, Alchemist and the former Company officer also agreed to transfer to the

Company 15.6 million shares of the Company’s Common Stock held by Alchemist, to offset certain legal and other expenses incurred

by the Company in connection with various related-party legal claims.

Accordingly, in the fiscal year ended March 31, 2021, the Company

and Alchemist caused the transfer to the Company, in the aggregate, of 38.3 million shares of the Company’s Common Stock then held

by Alchemist, and the Company retired such redeemed shares.

In May 2022, the Company and certain of its subsidiaries, on the one hand,

and Alchemist, the former officer and certain entities affiliated with the former officer, on the other hand, entered into a Confidential

Settlement Agreement with Mutual Releases (the “May 2022Settlement Agreement”) pursuant to which the parties amicably settled

all claims and disputes among them;

(b) the former officer sold to the Company 26,091,136 shares of the Company’s common stock

then under the voting and dispositive control of the former officer;

(c)the Company made a one-time payment of $1,043,645;

Company and its relevant subsidiaries, on the one hand, and the former officer and relevant entities affiliated with the former officer,

on the other hand, exchanged customary mutual releases of any prior obligations among them.

On May 19, 2022, the closing price for the

Company’s common stock was $0.25 per share.

During the nine months ended December 31, 2022, the Company measured and recognized

the repurchase of its common stock at its fair value of $626,187, derecognized its remaining liability under the Co-Founder’s Agreement,

and recognized a recovery of $324,230 in connection with the previously recognized loss related to the Co-Founder’s Agreement.

July 2021, the Company, and American Premium Water Corporation (“American Premium”) entered into a business consulting agreement

pursuant to which the Company provides consulting services to American Premium in exchange for a monthly fee of $4,166.

Thatch, a director of the Company, also serves on the Board of Directors of American Premium.

During the three and nine months ended

December 31, 2022, the Company recognized consulting fee income of $12,498 and 37,494, respectively.

In August 2022, the Company executed

a non-binding letter of intent with American Wealth Mining Corporation (“AWM”), a related party, allowing AWM to be the exclusive

franchisee of Hapi Café in the State of New York.

Approval or Ratification of Transactions with Related Persons

10 unchanged sentences

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 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

The 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., for audit and review services for the fiscal years ended December 31, 2021 and 2020 were approximately $415,000 and $370,000,

respectively.

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 and 2020 were approximately $127,000 and $98,000, respectively.

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, 2021 and 2020 were approximately $52,700 and $30,000 respectively.

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

The aggregate fees

for 2021 were $6,900.

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.

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/A, 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.

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

1 unchanged sentence

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,

as our independent registered public accounting firm for the year ended December 31, 2021.

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,

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

6 unchanged sentences

(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*

29 unchanged sentences

Stockholder Agreement (incorporated by reference to exhibit 10.4 to Form 8-K dated March 6, 2020).

Term Sheet dated March 12, 2020*

Share Exchange Agreement dated as of April 27, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated May 1, 2020.

5 unchanged sentences

(incorporated by reference to exhibit 1.1 to Form 8-K dated July 1, 2020).

Agreement, dated July 28, 2020, by and between Document Security Systems, Inc.

Underwriting Agreement, dated July 28, 2020, by and between Document Security Systems, Inc.

and Aegis Capital Corp.

(incorporated by reference

to exhibit 1.1 to Form 8-K dated July 31, 2020).

(incorporated by reference to exhibit 1.1 to Form 8-K dated July 31, 2020).

Securities Purchase Agreement, by and among, Sharing Services Global Corporation, and Decentralized Sharing Systems, Inc., dated April 5, 2021 (incorporated by reference to exhibit 1.1 to Form 8-K, filed with the Commission on April 9, 2021

10 unchanged sentences

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)

of Document Security Systems, Inc.*

of Freed Maxick CPAs, P.C.*

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

and Alset EHome International, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

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

and Alset EHome International, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

Stock Purchase Agreement dated as of January 25, 2022, by and between DSS, Inc.

and Alset EHome International, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

Assignment and Assumption Agreement dated as of February 25, 2022, by and between DSS, Inc.

and Alset International Limited (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on February 25, 2022)

Convertible Promissory Note Agreement, as between the Alset International Limited and American Medical REIT Inc.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on February 25, 2022)

Amendment to Stock Purchase Agreement, between DSS, Inc.

and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on March 1, 2022)

True Partner Stock Purchase Agreement, between DSS, Inc.

and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on March 1, 2022)

True Partner Termination Agreement, between DSS, Inc.

and Alset EHome International Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on March 1, 2022)

DSS Termination Agreement, between DSS, Inc.

and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.4 to Form 8-K filed with the Commission on March 1, 2022)

Certificate of Amendment of Certificate of Incorporation of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Commission on June 3, 2022)

Amendment No.

1 to Fifth Amended and Restated By-laws of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on June 3, 2022)

Assignment and Assumption Agreement, by and between Alset International Limited and DSS, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on July 14, 2022)

Convertible Promissory Note as between the Alset International Limited and American Medical REIT Inc.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on July 14, 2022)

Amendment No.1 to Assignment and Assumption Agreement as between DSS, Inc.

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.*

Consent of Turner, Stone & Company, L.L.P*

13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*

9 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline XBRL document)*

Page Interactive Data File (embedded within the Inline XBRL document)*

Filed herewith

16 – Form 10K SUMMARY

16 – Form 10K/A SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

August 17, 2022

October 22, 2024

Chief Executive Officer

(Principal Executive Officer)

August 17, 2022

Chief Financial Officer

Executive Officer)

October 22, 2024

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.

August 17, 2022

October 22, 2024

Financial Officer

(Principal Financial and Accounting Officer)

October 22, 2024

Chief Executive Officer

(Principal Executive Officer)

August 17, 2022

Chief Financial Officer

August 17, 2022

Chief Operating Officer

August 17, 2022

Fai Ambrose Chan

October 22, 2024

Heng Fai Ambrose Chan

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

August 17, 2022

Fai Ambrose Chan

of the Board and CEO of DSS International, Inc.

October 22, 2024

Hiu Pan Joanne Wong

October 22, 2024

José Escudero

October 22, 2024

Shui Yeung Frankie Wong

October 22, 2024

Tung Moe Chan

August 17, 2022

Leung William Wu

October 22, 2024

Sheng Hon Danny

Lim Sheng Hon Danny

October 22, 2024

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/A

Item 9A. Controls and Procedures