HWH International Sets Virtual Annual Meeting for Nov 20, Board Seeks Re-election
Ticker: HWH · Form: DEF 14A · Filed: Oct 9, 2025 · CIK: 1897245
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Corporate Governance, Virtual Meeting, SEC Filing
Related Tickers: HWH, ALSET, DSS, VEXI
TL;DR
**HWH International's virtual annual meeting on November 20, 2025, is a rubber stamp for the current board and auditor, signaling business as usual for this multi-listed director network.**
AI Summary
HWH International Inc. (HWH) is holding its 2025 Annual Meeting of Stockholders on November 20, 2025, virtually, to elect five directors and ratify HTL International, LLC as its independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors unanimously recommends voting FOR all nominees and FOR the ratification of HTL International, LLC. As of the record date, September 22, 2025, there were 6,476,400 shares of common stock outstanding and entitled to vote. The company's CEO and Chairman, Chan Heng Fai, 80, has extensive experience, serving as Chairman since October 2021 and CEO since October 2025, and holds directorships in multiple public companies including Alset International Limited (SGX), DSS, Inc. (NYSE), and Alset Inc. (Nasdaq). Other director nominees, Wong Tat Keung, William Wu, Wong Shui Yeung, and Lim Sheng Hon Danny, bring significant expertise in audit, accounting, finance, and investment banking. The election of directors is a non-routine matter, requiring stockholder instructions for brokers to vote, while the auditor ratification is routine. The company will bear the cost of proxy solicitation.
Why It Matters
This DEF 14A filing outlines HWH International's upcoming annual meeting, which is crucial for investors as it determines the company's leadership and financial oversight for the next year. The re-election of five directors, including CEO Chan Heng Fai, who has a vast network of directorships across various public companies, signals continuity in strategic direction. The ratification of HTL International, LLC as the auditor is a standard but important governance step, ensuring financial transparency. For investors, understanding the board's composition and the auditor's appointment provides insight into the company's stability and adherence to regulatory standards, especially given the virtual meeting format which aims to increase stockholder participation.
Risk Assessment
Risk Level: low — The filing is a routine DEF 14A proxy statement for an annual meeting, primarily focused on director elections and auditor ratification. There are no immediate red flags or contentious proposals indicated, and the company explicitly states it will bear the cost of solicitation, suggesting a standard governance process without unusual financial burdens.
Analyst Insight
Investors should review the director nominees' extensive interconnections with other public companies, particularly Chan Heng Fai's numerous directorships, to assess potential conflicts of interest or over-extension. Vote 'FOR' the director nominees and auditor ratification if comfortable with the current governance structure, or 'WITHHOLD' for directors if seeking a change in board composition.
Financial Highlights
- debt To Equity
- 0.0
- revenue
- $0
- operating Margin
- 0.0%
- total Assets
- $0
- total Debt
- $0
- net Income
- $0
- eps
- $0
- gross Margin
- 0.0%
- cash Position
- $0
- revenue Growth
- +0.0%
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Chan Heng Fai | Chief Executive Officer and Chairman of the Board | $0 |
| Wong Tat Keung | Director | $0 |
| William Wu | Director | $0 |
| Wong Shui Yeung | Director | $0 |
| Lim Sheng Hon Danny | Director | $0 |
Key Numbers
- 6,476,400 — Shares of common stock outstanding (Entitled to vote as of September 22, 2025 record date)
- 5 — Number of directors to be elected (Nominated for election until the 2026 Annual Meeting)
- 80 — Age of Chan Heng Fai (Chief Executive Officer and Chairman of the Board)
- 2025-11-20 — Date of Annual Meeting (Scheduled for 9:00 A.M. Eastern Standard Time)
- 2025-09-22 — Record Date (For determining stockholders entitled to vote)
- $0.0001 — Par value per share (Of HWH International Inc. common stock)
Key Players & Entities
- HWH International Inc. (company) — Registrant and Company filing DEF 14A
- Chan Heng Fai (person) — Chief Executive Officer and Chairman of the Board
- HTL International, LLC (company) — Independent registered public accounting firm nominee
- Wong Tat Keung (person) — Director and Audit/Compensation Committee member
- William Wu (person) — Director and Audit/Compensation Committee member
- Wong Shui Yeung (person) — Director and Audit/Compensation Committee member
- Lim Sheng Hon Danny (person) — Director and Chief Operating Officer
- Alset International Limited (company) — SGX listed company where Chan Heng Fai is CEO and Chairman
- DSS, Inc. (company) — NYSE listed company where Chan Heng Fai is Chairman
- Alset Inc. (company) — Nasdaq listed company where Chan Heng Fai is Chairman and CEO
FAQ
When is HWH International Inc.'s 2025 Annual Meeting of Stockholders?
HWH International Inc.'s 2025 Annual Meeting of Stockholders is scheduled for November 20, 2025, at 9:00 A.M. Eastern Standard Time. It will be held virtually via the Internet at www.virtualshareholdermeeting.com/HWH2025.
What are the main proposals for HWH International Inc.'s 2025 Annual Meeting?
The main proposals for HWH International Inc.'s 2025 Annual Meeting are to elect five (5) directors, each to hold office until the 2026 Annual Meeting, and to ratify the appointment of HTL International, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Who is the Chief Executive Officer and Chairman of the Board for HWH International Inc.?
Chan Heng Fai serves as the Chief Executive Officer and Chairman of the Board for HWH International Inc. He has been Chairman since October 2021 and CEO since October 2025, bringing 45 years of experience in banking and finance.
How many shares of HWH International Inc. common stock are entitled to vote?
As of the record date, September 22, 2025, HWH International Inc. had 6,476,400 shares of its common stock outstanding and entitled to vote at the Annual Meeting.
What is the recommendation of HWH International Inc.'s Board of Directors for the proposals?
The Board of Directors of HWH International Inc. unanimously recommends a vote 'FOR' the election of each director nominee and 'FOR' the ratification of the selection of HTL International, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Is the election of directors a routine matter for HWH International Inc. stockholders?
No, the election of directors is a non-routine matter. This means that if you hold shares in a brokerage account, your broker does not have discretionary authority to vote on this matter without your specific instructions.
Who is the independent registered public accounting firm proposed for HWH International Inc.?
HTL International, LLC is the independent registered public accounting firm proposed for ratification for HWH International Inc. for the fiscal year ending December 31, 2025.
What is the significance of Chan Heng Fai's other directorships for HWH International Inc.?
Chan Heng Fai's extensive directorships, including roles at Alset International Limited (SGX), DSS, Inc. (NYSE), and Alset Inc. (Nasdaq), demonstrate his broad experience in growth companies, emerging markets, and capital market activities, which the board believes will assist HWH International Inc. in expanding its business and strategic direction.
How can HWH International Inc. stockholders vote at the Annual Meeting?
HWH International Inc. stockholders can vote by telephone, via the Internet, by completing and mailing the enclosed proxy card, or by virtually attending the Annual Meeting and voting electronically.
What is the quorum requirement for HWH International Inc.'s Annual Meeting?
A quorum for HWH International Inc.'s Annual Meeting requires the presence, whether in person (virtually) or by valid proxy, of a majority of the 6,476,400 shares of common stock entitled to vote.
Risk Factors
- Dependence on Independent Auditors [medium — regulatory]: The company relies on HTL International, LLC as its independent registered public accounting firm for the fiscal year ending December 31, 2025. Any issues with the auditor's independence or performance could impact financial reporting and investor confidence.
- Virtual Annual Meeting Logistics [low — operational]: The 2025 Annual Meeting of Stockholders will be held virtually. Ensuring smooth technical execution and accessibility for all stockholders is crucial for effective participation and voting.
- Director Election Process [medium — governance]: The election of five directors is a non-routine matter requiring specific stockholder instructions for brokers to vote. This process can be subject to lower participation rates if not actively managed.
Industry Context
HWH International Inc. operates within a broad corporate landscape, with its leadership holding directorships in various publicly traded entities across different exchanges (SGX, NYSE, Nasdaq). This suggests a focus on corporate governance and potentially diverse business interests among its key personnel. The company's structure and operations are subject to the general regulatory environment for publicly listed companies in the US.
Regulatory Implications
As a publicly traded company, HWH International Inc. is subject to SEC regulations and disclosure requirements, including the filing of this DEF 14A. The ratification of the independent auditor is a standard regulatory requirement to ensure financial transparency and compliance.
What Investors Should Do
- Review director nominees' qualifications and vote FOR their election to ensure continued board oversight.
- Vote FOR the ratification of HTL International, LLC as the independent registered public accounting firm to maintain audit integrity.
- Ensure your shares are voted by providing instructions to your broker or voting directly via proxy, especially for non-routine director elections.
Key Dates
- 2025-11-20: 2025 Annual Meeting of Stockholders — Key date for voting on director elections and auditor ratification.
- 2025-09-22: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
- 2025-10-09: Mailing of Proxy Statement — Informs stockholders about the meeting agenda and voting procedures.
Glossary
- DEF 14A
- A proxy statement filed with the SEC by public companies to solicit shareholder votes. (This document outlines the agenda and proposals for HWH International Inc.'s Annual Meeting.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to vote at a shareholder meeting. (September 22, 2025, determines who can vote at the November 20, 2025 meeting.)
- Quorum
- The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A majority of shares entitled to vote must be present (virtually or by proxy) for the meeting to proceed.)
- Street Name
- Shares of a company held by a broker or other nominee on behalf of the beneficial owner. (Stockholders holding shares in street name need to follow their broker's instructions for voting.)
- Broker Non-Vote
- A situation where a broker holding shares in street name does not vote on a particular proposal because they have not received instructions from the beneficial owner. (Broker non-votes do not count towards establishing a quorum but are not counted as votes cast.)
Year-Over-Year Comparison
This filing pertains to the 2025 Annual Meeting, and specific comparative financial data from a prior year's filing is not directly presented within this DEF 14A document. Therefore, a direct comparison of key metrics like revenue growth or margin changes to the previous year cannot be made based solely on this document.
Filing Stats: 4,811 words · 19 min read · ~16 pages · Grade level 10.3 · Accepted 2025-10-09 16:15:20
Key Financial Figures
- $0.0001 — 0 shares of our common stock, par value $0.0001 per share. You may vote your shares of
Filing Documents
- formdef14a.htm (DEF 14A) — 313KB
- proxy_001.jpg (GRAPHIC) — 574KB
- proxy_002.jpg (GRAPHIC) — 285KB
- proxycard_001.jpg (GRAPHIC) — 357KB
- proxycard_002.jpg (GRAPHIC) — 332KB
- 0001493152-25-017601.txt ( ) — 4569KB
- hwh-20241231.xsd (EX-101.SCH) — 3KB
- hwh-20241231_def.xml (EX-101.DEF) — 5KB
- hwh-20241231_lab.xml (EX-101.LAB) — 52KB
- hwh-20241231_pre.xml (EX-101.PRE) — 41KB
- formdef14a_htm.xml (XML) — 2KB
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 13 Certain Relationships and Related Person Transactions 14
Executive Compensation
Executive Compensation 20 Other Matters 21 HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 PROXY ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 20, 2025 GENERAL INFORMATION This Proxy Statement is furnished to stockholders of HWH International Inc., a Delaware corporation ("we," "us," "HWH" or the "Company"), in connection with the solicitation by our Board of Directors of proxies for use at our 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting is scheduled to be held at 9:00 A.M. Eastern Standard Time on November 20, 2025, at a virtual location. We anticipate that this Proxy Statement and the enclosed form of proxy will be mailed to stockholders on or about October 9, 2025. At the Annual Meeting, stockholders will be asked to consider and vote upon: (1) the election of five (5) directors, each to hold office until the 2026 Annual Meeting of Stockholders and until his or her successor is elected and qualified; and (2) the ratification of the selection of HTL International, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Voting Rights and Votes Required The close of business on September 22, 2025, has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. As of the close of business on such date, we had outstanding and entitled to vote 6,476,400 shares of our common stock, par value $0.0001 per share. You may vote your shares of common stock in person (all references to "present" or "in person" in this proxy statement relate to the virtual presence at the Annual Meeting) or by proxy. You may submit your proxy by telephone, via the Internet or by completing the enclosed proxy card and mailing it in the envelope provided. Stockholders who hold shares in "street name" should refer to their proxy card or the information forwarded by their bank, brok