1. Think of it as a specialized Amazon or eBay, but focusing on products and services for health, travel, and personal wealth.

2. It's like an online platform that bundles features you'd find on Expedia (for travel), a wellness marketplace, and a basic financial program.

• HWH Marketplace: A marketplace platform offering a variety of products and services centered on health, wealth, and happiness.
• Hapi Café: An operated café business or platform providing café-related products and services.
• Hapi Travel Destination platform: A service platform for booking travel, hotel accommodations, and vacation packages.
• Hapi Wealth builder program: A program designed to assist users with wealth building and financial growth.

HWH International (HWH) primarily sells its products and services directly to individuals, operating under a business-to-consumer (B2C) model. Based on its diverse offerings, the company serves the following categories of customers:

• Individuals seeking health and wellness products and services: This category encompasses customers utilizing the HWH Marketplace for items related to health and happiness, as well as patrons of Hapi Café looking for related offerings.

• Travelers and individuals planning leisure activities: This includes customers who use the Hapi Travel Destination platform to book travel, hotel, and vacation packages.

• Individuals interested in wealth building and financial programs: This category refers to customers participating in the Hapi Wealth builder program and seeking services aimed at enhancing their financial well-being.

Heng Fai Ambrose Chan Chief Executive Officer and Chairman of the Board

Mr. Chan is an accomplished global business veteran with over 40 years of experience, specializing in financial restructuring and corporate transformation to unlock value and manage risk. He has successfully restructured more than 35 corporations across various industries and countries. Mr. Chan has served as Chairman of HWH International Inc. since October 2021 and as Chief Executive Officer from October 2021 to January 2024, and again since October 2025. He is also the Founder, Chairman, and Chief Executive Officer of Alset Inc. (AEI) and has served as CEO of Alset International since 2014. Some notable companies he has built, rescued, or transformed include American Pacific Bank (USA), China Gas Holdings Limited (Hong Kong Stock Exchange), Global Med Technologies, Inc. (U.S. medical software company exited for US$60 million), and Singhaiyi Group Ltd (Singapore Exchange). He also previously served as Chairman of RSI International Systems, Inc. and Managing Director of SingHaiyi Group Ltd.

Rongguo Wei Chief Financial Officer

Mr. Wei is responsible for the oversight of all finance, accounting, reporting, and taxation activities for HWH International Inc., as well as for Alset Inc. (the majority shareholder of Alset International Limited) and SeD Development Management LLC. Prior to joining SeD Development Management LLC in August 2016, he served as Controller at American Silk Mill, LLC (a textile manufacturing and distribution company) from August 2014 to July 2016, a Senior Financial Analyst at Air Products & Chemicals, Inc. from January 2013 to June 2014, and a Financial/Accounting Analyst at First Quality Enterprise, Inc. from 2011 to 2012. Before his time in the United States, Mr. Wei worked as an equity analyst at Hong Yuan Securities, an investment bank in Beijing, China. He is a certified public accountant and holds an MBA from the University of Maryland, a Master of Business Taxation from the University of Minnesota, a Master in Business from Tsinghua University, and a Bachelor's degree from Beihang University.

Lim Sheng Hon Danny Chief Operating Officer and Director

Mr. Lim was appointed Chief Operating Officer of HWH International Inc. in February 2024 and also serves as Chief Strategy Officer of the company. He has extensive experience in business development, mergers & acquisitions, corporate restructuring, and strategic planning and execution. Mr. Lim manages business development efforts, focusing on corporate strategic planning, M&A, and capital markets activities. He oversees and ensures executional efficiency and facilitates the implementation of the Group's strategies. He has served as Senior Vice President, Business Development, and Executive Director of Alset International Limited (an SGX-listed company) since 2020. Mr. Lim has also served as a director of Alset Inc. (a Nasdaq-listed company and majority shareholder of HWH International) since October 2022. He graduated from Singapore Nanyang Technological University with a Bachelor's Degree with Honors in Business, specializing in Banking and Finance.

Here are the key risks to HWH International (HWH):

1. Financial Performance and Profitability Challenges: HWH International Inc. has consistently faced significant financial challenges, including declining earnings, limited revenue, and ongoing operational losses. The company's earnings have declined by 55.3% per year over the past five years. As of December 31, 2024, HWH International Inc. incurred continuing losses from its operations and reported a working capital deficit of $2,163,723. The company also has negative earnings, as indicated by its -11.58 Price-to-Earnings (P/E) ratio, and reported a net income of -$1.09 million on sales of $1.1 million. These factors collectively suggest a precarious financial position and ongoing profitability pressures.
2. Early Stage and Emerging Growth Company Status with Associated Market Risks: HWH International Inc. is identified as an "early stage and emerging growth company," which inherently subjects it to elevated risks. The company has a relatively small market capitalization, approximately $8.8 million to $10.4 million, and its stock has experienced volatility over the past three months. Analysts also suggest that the stock may be significantly overpriced relative to its fundamentals, with a forward Price-to-Sales ratio of 8x compared to a peer average of 2.4x. Furthermore, as an emerging growth company, HWH may have reduced disclosure requirements in its SEC filings, which could make it harder for investors to fully analyze the company's financial prospects and results of operations.
3. Reliance on Related Party Transactions and Leadership: HWH International Inc. exhibits extensive related-party activity and deep ties with its majority stockholder, Alset Inc., and its affiliates. This includes a $1,000,000 unsecured credit facility, debt conversions into common stock, and equity purchases totaling several million dollars from affiliates. The company has also reported leadership changes, with the board chair, Chan Heng Fai, who is also the majority controller of HWH and Alset Inc., returning to the CEO role. Such significant reliance on and intertwining with related parties could present governance risks, potential conflicts of interest, and influence the company's strategic and financial decisions, potentially affecting its long-term independent stability.

Intense competition from established, well-funded, and specialized players across all its operational areas (e-commerce, online travel agencies, financial services), leveraging scale, technology, and brand recognition.

HWH International (symbol: HWH) operates in several addressable markets through its main products and services:

• HWH Marketplace (Health, Wealth, and Happiness products and services): The company's marketplace offers various products, including health supplements, cosmetics, and other wellness-focused items. This falls within the larger health and wellness market.
  • The global health and wellness market was valued at approximately USD 6.8 trillion in 2024 and is projected to reach USD 9.8 trillion by 2029.
  • The U.S. health and wellness market was valued at USD 1.8 trillion in 2024.
• Hapi Café: Hapi Café is described as a health-focused dining destination that offers nutritious meals and serves as a hub for members. While specific market sizes for "health-focused cafes in Asia" (where Hapi Cafés operate) were not available, this service contributes to the broader health and wellness market.
  • The global health and wellness market, which encompasses healthy eating and nutrition, was valued at approximately USD 6.8 trillion in 2024 and is projected to reach USD 9.8 trillion by 2029.
• Hapi Travel Destination platform: This platform provides exclusive access to rates and discounts on air travel, cruises, car rentals, hotels, and vacation packages for members. This directly addresses the online travel market.
  • The global online travel market was valued at USD 663.70 billion in 2025 and is anticipated to reach USD 1,316.67 billion by 2033.
  • The U.S. online travel market was valued at USD 126.21 billion in 2025 and is expected to reach USD 374.85 billion by 2035.
• Hapi Wealth builder program: The Hapi Wealth builder program offers educational materials, seminars, courses, workshops, and coaching sessions focused on investment and wealth-building strategies. This service operates within the broader financial services market, particularly related to wealth management and financial education.
  • The global financial services market is projected to grow from USD 36.13 trillion in 2025 to USD 38.58 trillion in 2026.
  • The U.S. financial services market was estimated at USD 65.18 billion in 2025 and is projected to grow to USD 133.96 billion by 2035.

• Expansion of its Robot-as-a-Service (RaaS) Business Model: HWH International has recently diversified its operations by expanding into the Robot-as-a-Service (RaaS) business model. This new venture offers subscription-based robotic solutions to various sectors, including hospitality, retail, healthcare, and education, representing a new revenue stream with significant growth potential.
• Continued Growth of the Hapi Travel Destination Platform: The Hapi Travel joint venture has demonstrated robust performance, reporting revenues exceeding $18 million in the first three quarters of 2024, alongside a notable revenue growth of 44.55% over the preceding twelve months. This established momentum positions the Hapi Travel platform as a significant ongoing driver of future revenue.
• Broadening Offerings and Customer Base within the Hapi Marketplace: The company operates the HWH Marketplace, a business-to-consumer (B2C) platform that offers products across over 47 categories, including wellness, elderly care, and fashion accessories. Future revenue growth is anticipated through the continuous expansion of product and service offerings within these diverse categories and by increasing its member and customer base.
• Expansion of Hapi Café Locations: HWH International operates Hapi Café locations in Singapore and South Korea. The strategic expansion of these physical food and beverage establishments presents an opportunity for increased sales and market penetration, contributing to overall revenue growth.

Share Repurchases

• HWH International Inc. did not repurchase any shares of its common stock during 2023 and 2024.

Share Issuance

• In January 2025, HWH International Inc. closed a public offering, raising approximately $1.76 million in gross proceeds through the sale of 3,125,000 shares of common stock and 1,250,000 pre-funded warrants.
• A 1-for-5 reverse stock split of the company's common stock became effective on February 24, 2025, primarily to maintain compliance with Nasdaq's minimum bid price requirements.

Inbound Investments

• In December 2024, AEI, the majority shareholder, purchased 1,300,000 shares of the company's common stock for a total of $585,000.
• On October 6, 2025, HWH International Inc. received a $200,000 convertible promissory note from SHARING SERVICES GLOBAL Corp.
• On September 17, 2025, HWH International Inc. received a $70,000 convertible promissory note from SHARING SERVICES GLOBAL Corp.

Outbound Investments

• HWH International holds a 19% stake in the Hapi Travel joint venture, which was established in April 2024 and generated over $18 million in revenue in the first three quarters of 2024.
• On September 10, 2025, a Singapore subsidiary of HWH International Inc. sold a 70% stake in Alset F&B One Pte. Ltd. to Alset International Limited for approximately $170,754 U.S. Dollars.
• On February 5, 2026, HWH International Inc. entered into an agreement with its corporate parent, Alset Inc., to acquire a stake in Hapi Metaverse, valued at $19.9 million via a convertible note.

Capital Expenditures

• HWH International Inc. reported capital expenditures of -$19,668.00 over the past twelve months (as of early 2026).