AEI.NASDAQAlset INC
DEF: Alset Inc. Schedules 2025 Annual Meeting, Addresses Governance
Sentiment:
Proxy Statement
Alset Inc. will hold its virtual 2025 Annual Meeting on December 4 to elect directors and ratify HTL International, LLC as its new independent auditor, following a change from Grassi & Co.
Capital raiseAlset Inc. converted $300,000 of HWH International Inc.'s debt into 476,190 shares of HWH common stock at $0.63 per share on September 24, 2024.Alset International Limited, a majority stockholder of HWH, converted $3,501,759 of HWH's debt into 5,558,347 shares of HWH common stock at $0.63 per share on September 24, 2024.The company agreed to purchase New Energy Asia Pacific Inc. from its Chairman and CEO, Chan Heng Fai, for $83,000,000 in the form of a convertible promissory note, convertible into newly issued shares of the company's common stock at $3.00 per share, with the closing on July 23, 2025.The company and its subsidiary HWH International Inc. have provided multiple convertible loans to Sharing Services Global Corp. (SHRG), totaling over $1.2 million, which are convertible into SHRG common stock and often include warrants or commitment fees.
Summary
- The 2025 Annual Meeting of Stockholders will be held virtually on December 4, 2025, at 9:00 A.M. Eastern Standard Time.
- Stockholders will vote on the election of seven directors, each to serve until the 2026 annual meeting.
- Stockholders will also vote to ratify the appointment of HTL International, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- The Board of Directors unanimously recommends a vote FOR all director nominees and FOR the ratification of HTL International, LLC.
- Grassi & Co., CPAs, P.C. was dismissed as the independent auditor on July 2, 2025, and HTL International, LLC was engaged on July 23, 2025; no disagreements or reportable events were cited with Grassi.
- As of October 22, 2025, Chan Heng Fai, the Chairman and CEO, beneficially owns 35,198,409 shares, representing 90.3% of the outstanding common stock.
- The company had 39,078,498 shares of common stock outstanding and entitled to vote as of the record date, October 6, 2025.
Sentiment
Score: 4
Explanation: The filing presents a neutral to slightly negative sentiment. While it outlines strategic investments and a new incentive plan, the extensive and complex related-party transactions, significant insider ownership, and reported impairment losses and losses on asset sales introduce considerable governance and financial opacity concerns.
Positives
- The company adopted a new 2025 Incentive Compensation Plan, covering up to 2,147,024 shares, designed to attract and retain qualified employees, consultants, officers, and directors.
- The Board of Directors considers diversity of experience, skills, and viewpoint when recommending director candidates.
- The company has made strategic investments in its subsidiary HWH International Inc. to support its growth and development, increasing its ownership from 86.6% to 88.8% in November 2024.
- The acquisition of L.E.H. Insurance Group, LLC by HWH International Inc. represents a strategic expansion into the insurance sector, aiming to diversify offerings.
Negatives
- The company recorded a 100% impairment for a $368,299 convertible note receivable and equity method investment in Ketomei in 2023.
- An advance of $550,000 to Sentinel Brokers Company Inc. resulted in $82,893 being written off as an expense in February 2024.
- The company recognized a loss of $2,439,264 from the sale of its entire equity interest in Impact Biomedical Inc. (NYSE: IBO) between March 31 and April 4, 2025.
- Goodwill of $77,480 generated from the acquisition of L.E.H. Insurance Group, LLC was impaired to $0 as of June 30, 2025, indicating early challenges for the acquisition.
- The Chairman and CEO, Chan Heng Fai, holds a highly concentrated beneficial ownership of 90.3% of the company's outstanding common stock, which could limit the influence of minority shareholders.
Risks
- The extensive network of related party transactions, including loans, debt conversions, and asset transfers with subsidiaries and affiliated entities, creates potential for conflicts of interest and may not always be on arm's-length terms.
- The high concentration of beneficial ownership by the Chairman and CEO, Chan Heng Fai (90.3%), could significantly influence corporate decisions and potentially limit the voice of other stockholders.
- The Audit Committee may reconsider the selection of HTL International, LLC as the independent registered public accounting firm as part of expense reduction efforts, which could lead to further auditor changes.
- Acquisitions like L.E.H. Insurance Group, LLC are in early stages of development, have no employees on payroll, and have yet to turn a profit, posing integration and profitability risks.
- The company's reliance on its Chairman and CEO, Chan Heng Fai, who also holds multiple executive and director positions in various subsidiaries and affiliated companies, could lead to potential time allocation challenges and conflicts of interest.
Future Outlook
The company is actively pursuing strategic investments and acquisitions, particularly in the 'purpose-driven lifestyle' sector through HWH International Inc. (Hapi Marketplace, Hapi Cafe, Hapi Travel, Hapi Wealth Builder) and expanding into insurance with L.E.H. Insurance Group, LLC. Management also indicates ongoing efforts to reduce operating expenses, which may include reconsidering auditor selection. The 2025 Incentive Compensation Plan aims to attract and retain key personnel for future growth.
Management Comments
- "We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world." Chan Heng Fai, Chairman of the Board and Chief Executive Officer.
- The Board of Directors believes it should retain the flexibility to determine whether the roles of Chairman of the Board and Chief Executive Officer should be separate, in the manner it believes will provide the most appropriate leadership for the company from time to time.
- Management is responsible for the day-to-day management of risks, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.
Industry Context
Alset Inc. operates across a diverse range of sectors, including real estate, digital transformation technology, and, through its subsidiaries, is expanding into 'purpose-driven lifestyle' offerings (Hapi Marketplace, Cafe, Travel, Wealth Builder) and the insurance industry. This broad diversification suggests a strategy to capture growth opportunities across multiple emerging and established markets, potentially leveraging synergies between its various holdings. The company's significant related-party transactions indicate a highly integrated ecosystem of affiliated businesses, which is a common characteristic in certain Asian conglomerates but less typical for a U.S. publicly traded entity.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Operating Officer / Consultant | Anthony S. Chan | NA | March 2024 (COO), June 2024 (Consultant) | Departure from roles |
| Chief Executive Officer (HWH International Inc.) | NA | Chan Heng Fai | October 2025 | Re-appointment |
| Board of Directors (HWH International Inc.) | NA | Lim Sheng Hon Danny | October 2025 | Appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption | Adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of company securities by directors, officers, and employees. | March 19, 2025 | Enhances compliance with insider trading laws and Nasdaq listing standards, promoting fair and transparent trading practices. |
| Policy Adoption | Adopted a code of conduct applicable to all employees, executive officers, and directors, overseen by the Audit Committee. | NA | Establishes ethical guidelines and standards of behavior, with oversight by the Audit Committee to ensure adherence and address potential waivers. |
| Policy Intention | Intends to adopt a written related person transaction policy to set forth policies and procedures for the review and approval or ratification of related person transactions. | Future | Aims to formalize the review process for related party transactions, potentially improving transparency and mitigating conflicts of interest, subject to the policy's final terms and implementation. |
| Committee Activity | The Nominations and Corporate Governance Committee and Compensation Committee did not meet during the fiscal year ended December 31, 2024. | NA | Indicates that key governance functions related to nominations, corporate governance, and executive compensation were either handled by the full Board or were not actively addressed by these committees during the period, which could be a point of concern for governance best practices. |
Related Party Transactions
- On April 15, 2025, Chan Heng Fai, Chairman and CEO, was awarded 1,000,000 restricted shares of common stock as compensation for services, not part of regular annual compensation.
- Chan Heng Fai provided interest-free, due on demand advances to SeD Perth Pty. Ltd. ($11,618 outstanding on Dec 31, 2024) and Hapi Metaverse Inc. ($4,177 outstanding on Dec 31, 2024).
- MacKenzie Equity Partners, LLC, an entity owned by Charles MacKenzie (Chief Development Officer), receives $25,000 per month for consulting services and received bonuses totaling $210,000 between June 2022 and June 2024. The company owed this entity $41,602 on Dec 31, 2024.
- The company recorded a 100% impairment for a $368,299 convertible note receivable from Ketomei in 2023. Loans of $36,634 (convertible) and $37,876 (non-convertible) to Ketomei were written off upon its acquisition in February 2024.
- Hapi Cafe Inc. (a subsidiary) invested $312,064 for an additional 38.41% ownership in Ketomei in February 2024 by converting a loan, leading to Ketomei's consolidation.
- BMI Capital Partners International Limited (a subsidiary) lent $3,000,000 to Liquid Value Asset Management Limited (LVAML), a subsidiary of DSS, Inc., with LVAML owing $463,995 on Dec 31, 2024.
- Alset International Limited (a subsidiary) lent $500,000 to Value Exchange International Inc. (VEII) on September 28, 2023, with VEII owing $550,000 on Dec 31, 2024.
- The company lent $137,658 to HapiTravel Holding Pte. Ltd. (HTHPL) on November 6, 2024, and an additional $19,053 in Q1 2025, with HTHPL owing $170,651 on June 30, 2025.
- The company sold Hapi Travel Pte. Ltd. (HTPL) to HTHPL for $834 on December 18, 2024, and sold 100% of Hapi Travel Limited (HTL) shares to HTHPL for an $82,635 promissory note on December 17, 2024.
- The company lent $69,326 to New Energy Asia Pacific Company Limited on January 23, 2025, with $71,727 owed on June 30, 2025.
- On January 9, 2024, Alset Capital Acquisition Corp. merged with HWH International Inc. (HWH Nevada), with Alset International receiving 10,900,000 shares of the newly formed HWH International Inc. (New HWH).
- On September 24, 2024, Alset Inc. converted $300,000 of HWH's debt into 476,190 HWH common shares, and Alset International Limited converted $3,501,759 of HWH's debt into 5,558,347 HWH common shares.
- On September 26, 2024, Alset Inc. purchased 6,500,000 HWH shares from Alset International Limited for a $4,095,000 secured promissory note.
- On November 25, 2024, Alset Inc. purchased an additional 4,411,764 HWH shares for $0.68 per share, increasing its ownership to 88.8%.
- On January 13, 2023, Alset Inc. acquired the direct ownership of American Home REIT Inc. and its subsidiaries (112 rental homes) from Alset EHome Inc. for $26,250,933, including debt forgiveness, a promissory note, and cash.
- Hapi Metaverse and the company provided convertible credit lines to VEII, including a $1.4M loan from Hapi Metaverse on Feb 23, 2023 (of which $1.3M was converted into shares and warrants on Sep 6, 2023), a $1M loan from Hapi Metaverse on Dec 15, 2023, and a $110,000 credit line from the company on July 15, 2024.
- On May 4, 2023, the company directly received 70,426,832 shares of Sharing Services Global Corporation (SHRG) and indirectly received 55,197,696 shares from a DSS distribution. Following a reverse split, the company and its subsidiaries collectively own 89,733 SHRG shares (29.0%).
- On June 14, 2023, a subsidiary acquired Hapi Travel Limited (HTL), an online travel business under common control, resulting in a deemed dividend of $214,174.
- On July 23, 2025, the company purchased New Energy Asia Pacific Inc. (NEAPI) from Chan Heng Fai for an $83,000,000 convertible promissory note.
- The company and its subsidiary HWH International Inc. have entered into multiple convertible promissory notes and loan agreements with Sharing Services Global Corp. (SHRG) between January 2024 and October 2025, totaling over $1.2 million in principal, with various interest rates, maturity dates, and conversion terms.
- On February 20, 2024, the company sent $550,000 to Sentinel Brokers Company Inc., with $82,893 subsequently written off as an expense.
- On February 27, 2025, HWH acquired a controlling 60% interest in L.E.H. Insurance Group, LLC, and subsequently acquired the remaining 40% from SHRG for $40,000 cash.
- The company rented an apartment in Singapore for its CEO and Chairman, Chan Heng Fai, incurring expenses of $30,315 for three months and $60,631 for six months ended June 30, 2024.
- On April 14, 2025, the company amended its Credit Facility Agreement with HWH International Inc., extending the maturity date of a $1,000,000 credit line to April 14, 2026.
- Between March 31 and April 4, 2025, the company and its subsidiaries sold their entire equity interest in Impact Biomedical Inc. (IBO) for $4,184,575, recognizing a loss of $2,439,264.
- On May 21, 2024, the company agreed to purchase 982,303 shares of DSS Inc. from Chan Heng Fai and Heng Fai Holdings Limited for 3,316,488 shares of its common stock, subject to stockholder approval and Nasdaq non-objection.
Stakeholder Impact
- Shareholders will have the opportunity to vote on the election of directors and the ratification of the independent auditor, influencing corporate governance and oversight.
- The high concentration of ownership by the CEO (90.3%) may limit the voting power and influence of other shareholders.
- The new 2025 Incentive Compensation Plan could benefit employees, consultants, officers, and directors by providing equity-based incentives.
- The extensive related party transactions, while potentially facilitating strategic growth, introduce complexity and require careful scrutiny by investors regarding potential conflicts of interest and fairness of terms.
- The strategic investments in HWH International Inc. and the acquisition of L.E.H. Insurance Group, LLC could impact the company's future financial performance and strategic direction, affecting shareholder value.
Next Steps
- Hold the 2025 Annual Meeting of Stockholders virtually on December 4, 2025.
- Elect seven directors to serve until the 2026 annual meeting.
- Ratify the appointment of HTL International, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- The Audit Committee may reconsider the selection of HTL International, LLC as part of expense reduction efforts.
- Stockholders may submit proposals for the 2026 Annual Meeting by September 5, 2026.
Key Dates
| Date | Description |
|---|---|
| 1992-09-01 | Chan Heng Fai served as a director of Heng Fai Enterprises Limited (now Zensun Enterprises Limited). |
| 1997-01-01 | Chan Heng Fai served as Executive Chairman of China Gas Holdings Limited. |
| 1997-06-01 | Lui Wai Leung Alan served in various executive roles at Zensun Enterprises Limited. |
| 2003-03-01 | Chan Heng Fai was the Managing Director of SingHaiyi Group Ltd. |
| 2003-04-01 | Wong Tat Keung served at Gary Cheng & Co., Certified Public Accountants as Audit Senior. |
| 2003-07-01 | Charles MacKenzie served on the Board of Trustees for St. Lawrence University. |
| 2005-01-01 | Wong Tat Keung was a Partner at Aston Wong, Chan & Co., Certified Public Accountants. |
| 2005-01-01 | Chan Heng Fai served as director of Skywest Ltd. |
| 2006-01-01 | Wong Tat Keung served as the director and sole proprietor of Aston Wong & Co. |
| 2006-04-01 | William Wu served as the Chief Executive Officer of SW Kingsway Capital Holdings Limited. |
| 2006-10-01 | Charles MacKenzie was the owner of Smartbox Portable Storage. |
| 2009-07-01 | Wong Tat Keung served as an independent non-executive director of SingHaiyi. |
| 2009-12-01 | Wong Tat Keung served as an independent non-executive director of ZH Holdings. |
| 2010-01-01 | Wong Tat Keung has served as the director of Aston Wong CPA Limited. |
| 2011-01-01 | Rongguo Wei served as a Financial/Accounting Analyst at First Quality Enterprise, Inc. |
| 2011-04-01 | William Wu previously served as a director and the Chief Executive Officer of RHB Hong Kong Limited. |
| 2013-01-01 | Rongguo Wei served as a Senior Financial Analyst at Air Products & Chemicals, Inc. |
| 2013-05-01 | Chan Heng Fai served as a director of Alset International Limited. |
| 2013-07-01 | Chan Heng Fai served as director of Holista CollTech Ltd. |
| 2013-12-01 | Chan Heng Fai served as a director of Global Medical REIT Inc. |
| 2014-04-01 | Chan Heng Fai served as Chief Executive Officer of Alset International Limited. |
| 2014-04-01 | Charles MacKenzie was the Chief Development Officer for Inter-American Development (IAD). |
| 2014-06-01 | Chan Heng Fai served as a director of RSI International Systems, Inc. |
| 2014-08-01 | Rongguo Wei served as Controller at American Silk Mill, LLC. |
| 2014-10-01 | Chan Heng Fai served as a director of Hapi Metaverse Inc. |
| 2015-02-01 | William Wu has served as a director of Asia Allied Infrastructure Holdings Limited. |
| 2015-07-01 | Charles MacKenzie has served as the Chief Development Officer for SeD Development Management, a subsidiary of Alset EHome Inc. |
| 2016-03-01 | Wong Tat Keung has been an independent non-executive director of Roma Group Limited. |
| 2016-05-01 | Lui Wai Leung Alan has served as Chief Financial Officer of Hapi Metaverse Inc. |
| 2016-08-01 | Rongguo Wei joined SeD Development Management LLC. |
| 2016-10-01 | Lui Wai Leung Alan has served as a director and Chief Financial Officer of BMI Capital Partners International Ltd. |
| 2016-11-01 | Lui Wai Leung Alan has served as the Chief Financial Officer of Alset International Limited. |
| 2017-01-01 | Chan Heng Fai served as a director of Winning Catering Group, Inc. (formerly LiquidValue Development Inc.). |
| 2017-01-01 | Chan Heng Fai served as a director of DSS, Inc. |
| 2017-01-01 | Wong Tat Keung has been an independent non-executive director of Alset International. |
| 2017-02-01 | Rongguo Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc. |
| 2017-02-01 | Michael Gershon served as Associate Corporate Counsel of SeD Development Management LLC. |
| 2017-03-01 | Rongguo Wei has served as the Chief Financial Officer of Winning Catering Group, Inc. |
| 2017-04-01 | Wong Shui Yeung was an independent non-executive director of SMI Holdings Group Limited. |
| 2017-06-01 | Chan Heng Fai served as Chairman of the Board of Alset International Limited. |
| 2017-10-01 | Lui Wai Leung Alan has served as the Co-Chief Financial Officer of Alset EHome Inc. |
| 2017-10-01 | Charles MacKenzie has also served as a member of the Board of Directors of Alset EHome Inc. |
| 2017-11-01 | William Wu previously served as the Executive Director and the Chief Executive Officer of Power Financial Group Limited. |
| 2017-12-01 | Chan Heng Fai served as Chairman of the Board of Winning Catering Group, Inc. |
| 2017-12-01 | Lui Wai Leung Alan has served as the Co-Chief Financial Officer of Winning Catering Group, Inc. |
| 2017-12-01 | Charles MacKenzie has served as a member of the Board of Directors of Winning Catering Group, Inc. |
| 2018-03-01 | Lui Wai Leung Alan has been our Co-Chief Financial Officer. |
| 2018-03-01 | Rongguo Wei has been our Co-Chief Financial Officer. |
| 2018-06-01 | Chan Heng Fai served as a director of OptimumBank Holdings, Inc. |
| 2018-12-01 | Wong Tat Keung has served as an independent non-executive director of Lerthai Group Limited. |
| 2019-01-01 | William Wu has served as the Responsible Officer for Corporate Finance and Assets Management of Investment Banking at Glory Sun Securities Limited. |
| 2019-10-01 | William Wu has served as a member of the Board of Directors of DSS, Inc. |
| 2019-11-01 | William Wu has served as an independent non-executive director of JY Grandmark Holdings Limited. |
| 2019-12-01 | Charles MacKenzie was appointed our Chief Development Officer. |
| 2019-12-01 | Wong Shui Yeung was an independent non-executive director of SMI Culture & Travel Group Holdings Limited. |
| 2020-04-01 | Chan Heng Fai served as a director of Sharing Services Global Corporation. |
| 2020-04-01 | Charles MacKenzie has served as the Chief Executive Officer-United States of Alset EHome Inc. |
| 2020-07-01 | Lui Wai Leung Alan has served as an Executive Director of Alset International Limited. |
| 2020-08-01 | Chan Tung Moe served as the Chief Development Officer of Alset International Limited. |
| 2020-09-01 | Chan Tung Moe has served as a director of DSS, Inc. |
| 2020-11-01 | Wong Tat Keung joined the Board of Directors of our Company. |
| 2020-11-01 | William Wu joined the Board of Directors of our Company. |
| 2020-12-01 | Lim Sheng Hon Danny has served as the Senior Vice President, Business Development and as an Executive Director of Alset International Limited. |
| 2020-12-01 | Chan Tung Moe has served as an Executive Director of Alset International Limited. |
| 2021-02-08 | The company and Alset Business Development Pte. Ltd. entered into an Executive Employment Agreement with Chan Heng Fai. |
| 2021-07-01 | The company and Alset Business Development Pte. Ltd. entered into Executive Employment Agreement with Chan Tung Moe. |
| 2021-07-01 | Chan Heng Fai served as Chairman of the Board of Sharing Services Global Corporation. |
| 2021-07-01 | Chan Heng Fai served as Chairman of the Board of Hapi Metaverse Inc. |
| 2021-10-01 | Chan Heng Fai has served as Chairman of the Board of HWH International Inc. |
| 2021-10-01 | Rongguo Wei has also served as the Chief Financial Officer of HWH International Inc. |
| 2021-10-13 | BMI Capital Partners International Limited entered into a loan agreement with Liquid Value Asset Management Limited (LVAML). |
| 2021-11-01 | Wong Shui Yeung joined the Board of Directors of our Company. |
| 2021-12-01 | Chan Heng Fai has served as a director of Value Exchange International, Inc. |
| 2021-12-13 | The company and Alset Business Development Pte. Ltd. entered into a Supplement to the Executive Employment Agreement with Chan Heng Fai. |
| 2022-01-01 | Wong Tat Keung has served as a member of the Board of Directors of HWH International Inc. |
| 2022-01-01 | William Wu has served as a member of the Board of Directors of HWH International Inc. |
| 2022-02-16 | The Board of Directors set the annual cash compensation for independent members of the Board of Directors for 2022. |
| 2022-04-01 | Wong Tat Keung has served as a director of Value Exchange International Inc. |
| 2022-04-01 | Wong Shui Yeung has served as a member of the Board of Directors of Value Exchange International Inc. |
| 2022-07-01 | Joanne Wong Hiu Pan has served as a member of the Board of Directors of DSS, Inc. |
| 2022-07-01 | Wong Shui Yeung has served as a member of the Board of Directors of DSS, Inc. |
| 2022-09-09 | Alset Capital Acquisition Corp. entered into an agreement and plan of merger with HWH International Inc. |
| 2022-10-01 | Lim Sheng Hon Danny joined the Company as an Executive Director. |
| 2022-10-01 | Joanne Wong Hiu Pan became a director of Alset Inc. |
| 2022-10-01 | Chan Tung Moe became a member of the Board. |
| 2022-12-09 | Alset Inc. entered into an agreement to reorganize the ownership of its home rental business. |
| 2023-01-13 | The closing of the rental business reorganization transaction was completed. |
| 2023-01-27 | Hapi Metaverse and New Electric CV Corporation entered into a Convertible Credit Agreement with VEII. |
| 2023-02-23 | Hapi Metaverse loaned VEII $1,400,000. |
| 2023-05-04 | DSS distributed approximately 280 million shares of Sharing Services Global Corporation (SHRG) to its shareholders. |
| 2023-06-14 | The company's subsidiary completed acquisition of Hapi Travel Limited (HTL). |
| 2023-08-31 | Hapi Caf Inc. and Ketomei Pte. Ltd. entered into a binding term sheet for a convertible loan of up to $36,634. |
| 2023-09-06 | Hapi Metaverse converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII's Common Stock. |
| 2023-09-28 | Alset International Limited entered into loan agreement with Value Exchange International Inc. for $500,000. |
| 2023-10-01 | Lim Sheng Hon Danny has served as a director of DSS, Inc. |
| 2023-10-26 | Hapi Caf Inc. and Ketomei Pte. Ltd. entered into another binding term sheet for a non-convertible loan of up to $37,876. |
| 2023-12-13 | The company entered into a term sheet with Chan Heng Fai to purchase New Energy Asia Pacific Inc. (NEAPI). |
| 2023-12-14 | Hapi Metaverse entered into a Convertible Credit Agreement (2nd VEII Credit Agreement) with VEII. |
| 2023-12-15 | Hapi Metaverse loaned VEII $1,000,000. |
| 2024-01-09 | The Business Combination between Alset Capital and HWH Nevada was effected, with Alset Capital changing its name to HWH International Inc. (New HWH). |
| 2024-01-17 | The company received a Convertible Promissory Note (1st SHRG Convertible Note) from Sharing Services Global Corp. for a $250,000 loan. |
| 2024-02-20 | HCI-T invested $312,064 for an additional 38.41% ownership interest in Ketomei by converting a convertible loan. |
| 2024-02-20 | The company sent $550,000 to Sentinel Brokers Company Inc. |
| 2024-03-20 | HWH International Inc. entered into a securities purchase agreement with SHRG to purchase a $250,000 Convertible Promissory Note (2nd SHRG Convertible Note) and warrants. |
| 2024-05-09 | HWH entered into a securities purchase agreement with SHRG to purchase a $250,000 Convertible Promissory Note (3rd SHRG Convertible Note). |
| 2024-05-21 | The company entered into a Securities Purchase Agreement with Chan Heng Fai and Heng Fai Holdings Limited to purchase 982,303 shares of DSS Inc. |
| 2024-06-06 | HWH entered into a securities purchase agreement with SHRG to purchase a $250,000 Convertible Promissory Note (4th SHRG Convertible Note). |
| 2024-07-15 | The company entered into a Convertible Credit Agreement (3rd VEII Credit Agreement) with VEII for an unsecured credit line of up to $110,000. |
| 2024-08-13 | HWH entered into a securities purchase agreement with SHRG to purchase a $100,000 Convertible Promissory Note (5th SHRG Convertible Note). |
| 2024-09-24 | HWH entered into two debt conversion agreements with Alset International Limited and Alset Inc. |
| 2024-09-26 | Alset Inc. entered into a Stock Purchase Agreement with Alset International Limited to purchase 6,500,000 shares of HWH International Inc. |
| 2024-11-06 | The company signed a loan agreement with HapiTravel Holding Pte. Ltd. (HTHPL) in the amount of $137,658. |
| 2024-11-19 | HWH entered definitive agreements to acquire a controlling 60% interest in L.E.H. Insurance Group, LLC (LEH). |
| 2024-11-20 | The closing of the stock purchase agreement between Alset Inc. and Alset International Limited for HWH shares occurred. |
| 2024-11-25 | Alset Inc. entered into a stock purchase agreement with HWH to purchase 4,411,764 shares of HWH's common stock. |
| 2024-12-17 | The company entered into a shares purchase agreement with HTHPL to sell 500,000 ordinary shares of Hapi Travel Limited (HTL). |
| 2024-12-18 | The company sold Hapi Travel Pte. Ltd. (HTPL) to HTHPL for a consideration of $834. |
| 2025-01-15 | HWH entered into a Loan Agreement (1st Loan Agreement) with SHRG, providing a loan of $150,000. |
| 2025-01-23 | The company entered into loan agreement with New Energy Asia Pacific Company Limited (New Energy Asia) for $69,326. |
| 2025-02-13 | The Board and Majority Shareholders approved and ratified the company's 2025 Incentive Compensation Plan. |
| 2025-02-27 | The acquisition of a controlling 60% interest in L.E.H. Insurance Group, LLC (LEH) by HWH closed. |
| 2025-03-01 | Chan Heng Fai has served as a director of Impact BioMedical, Inc. |
| 2025-03-17 | The 2025 Incentive Compensation Plan was put into effect. |
| 2025-03-19 | The company adopted an insider trading policy and procedures. |
| 2025-03-31 | HWH entered into a securities purchase agreement with SHRG, issuing a $150,000 convertible promissory note (6th SHRG Convertible Note) and warrants. |
| 2025-03-31 | The company and its subsidiaries began selling their entire equity interest in Impact Biomedical Inc. |
| 2025-04-04 | The company and its subsidiaries completed selling their entire equity interest in Impact Biomedical Inc. |
| 2025-04-14 | The company entered into an amendment to the Credit Facility Agreement with HWH International Inc., extending the maturity date. |
| 2025-04-15 | The Board of Directors awarded Chan Heng Fai 1,000,000 restricted shares of the company's common stock. |
| 2025-04-17 | HWH entered into a Loan Agreement (2nd Loan Agreement) with SHRG, providing a loan of $250,000. |
| 2025-04-21 | HWH entered into a Loan Agreement (3rd Loan Agreement) with SHRG, providing a loan of $30,000. |
| 2025-05-08 | The company and Chan Heng Fai entered into an Amended Term Sheet for the purchase of NEAPI. |
| 2025-06-01 | Chan Heng Fai has served as non-executive director of True Partner Capital Holding Limited. |
| 2025-06-27 | HWH entered into a securities purchase agreement with SHRG to purchase a $60,000 Convertible Promissory Note (7th SHRG Convertible Note). |
| 2025-07-23 | The closing of the transactions contemplated by the Amended Term Sheet for NEAPI occurred. |
| 2025-07-23 | The company engaged HTL International, LLC as its independent registered public accounting firm. |
| 2025-09-05 | Deadline for stockholder proposals for the 2026 Annual Meeting of Stockholders. |
| 2025-09-17 | HWH entered into a securities purchase agreement with SHRG to purchase a $70,000 Convertible Promissory Note (CN 8). |
| 2025-10-01 | Chan Heng Fai has served as Chief Executive Officer of HWH International Inc. |
| 2025-10-01 | Lim Sheng Hon Danny has served as a member of the board of directors of HWH International Inc. |
| 2025-10-06 | Record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. |
| 2025-10-06 | HWH entered into a securities purchase agreement with SHRG to purchase a $200,000 Convertible Promissory Note (CN 9). |
| 2025-10-22 | Date of the Notice of Annual Meeting of Stockholders and Proxy Statement. |
| 2025-12-04 | Date of the 2025 Annual Meeting of Stockholders. |
| 2025-12-31 | Fiscal year end for which HTL International, LLC is appointed as independent registered public accounting firm. |
| 2026-04-14 | Extended maturity date for the $1,000,000 credit line with HWH International Inc. |
| 2026-04-15 | Restriction expiration date for 1,000,000 restricted shares awarded to Chan Heng Fai. |
| 2026-09-26 | Maturity date for the $4,095,000 secured promissory note issued to Alset International Limited for HWH shares. |
| 2026-11-05 | New maturity date for the 1st SHRG Convertible Note. |
| 2027-03-20 | Scheduled maturity date for the 2nd SHRG Convertible Note. |
| 2027-05-09 | Scheduled maturity date for the 3rd SHRG Convertible Note. |
| 2027-08-13 | Scheduled maturity date for the 5th SHRG Convertible Note. |
| 2028-01-15 | Maturity date for the 1st Loan Agreement with SHRG. |
| 2028-03-31 | Maturity date for the 6th SHRG Convertible Note. |
| 2028-06-26 | Scheduled maturity date for the 7th SHRG Convertible Note. |
| 2030-12-31 | Extended expiration date for Chan Heng Fai's Executive Employment Agreement. |
| 2035-02-13 | Expiration date for the 2025 Incentive Compensation Plan. |
Recommendation
holdThe extensive and complex web of related party transactions, including significant debt conversions and asset transfers with affiliated entities, introduces considerable governance risk and opacity. While the company is pursuing strategic investments and growth initiatives, the high concentration of ownership by the CEO and the frequent inter-company dealings warrant a cautious 'hold' recommendation. Investors should closely scrutinize future filings for transparency and performance metrics related to these transactions.
Keywords
Alset Inc., Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Related Party Transactions, Executive Compensation, HWH International Inc., DSS Inc., Sharing Services Global Corp., New Energy Asia Pacific, Incentive Compensation Plan, SEC Filing
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