Chan Heng Fai
About Chan Heng Fai
Heng Fai Ambrose Chan (age 80) is HWH’s Chairman since October 2021; he served as CEO from October 2021 to January 2024 and again since October 2025, bringing 45+ years in banking and finance and extensive restructuring experience . He is HWH’s controlling shareholder via Alset Inc. and affiliated entities, beneficially owning 5,067,334 shares (78.2%) as of March 31/September 22, 2025; he directly owns 2,600 shares, with the remainder held through Alset Inc., Alset International Limited, and Alset Acquisition Sponsor LLC (as attributed in footnotes) . HWH reported no cash compensation to its Chairman/CEO in 2024; no equity plan or options were outstanding, indicating no disclosed pay-for-performance linkage as of the latest proxy and 10-K .
Financial performance snapshot:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $830,519* | $1,253,577 |
| EBITDA (USD) | -$2,355,195* | -$1,921,428* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HWH International Inc. | Chairman of the Board | 2021–present | Leads board oversight; regained CEO role in Oct 2025 |
| HWH International Inc. | Chief Executive Officer | 2021–Jan 2024; Oct 2025–present | Led post-combination strategy; resumed CEO seat in 2025 |
| Zensun Enterprises Limited (HKSE) | Managing Chairman | 1995–2015 | Oversaw investment holding company; long-tenured leadership |
| SingHaiyi Group Ltd. (SGX) | Managing Director | 2003–2013 | Led Singapore property developer |
| China Gas Holdings Limited (HKSE) | Executive Chairman | 1997–2002 | Led city gas infrastructure operator |
| OptimumBank Holdings, Inc. | Director | 2018–2022 | U.S. bank board service |
| Global Medical REIT Inc. | Director | 2013–2015 | Healthcare real estate oversight |
| Skywest Ltd. (Australia) | Director | 2005–2006 | Airline board service |
| RSI International Systems, Inc. | Director | 2014–2019 | SaaS/property management systems |
| Holista CollTech Ltd. | Non-executive Director | 2013–2021 | Consumer/biotech exposure |
External Roles
| Organization | Role | Years | Notes / Interlocks |
|---|---|---|---|
| Alset Inc. (Nasdaq) | Founder, Chairman & CEO | 2018–present | Majority owner of Alset International; HWH’s controlling stockholder via Alset entities |
| Alset International Limited (SGX) | Director (2013–), CEO (2014–), Chairman (2017–) | 2013–present | Significant HWH stockholder; multiple HWH directors/officers also serve at AIL |
| Hapi Metaverse Inc. | Director; Chairman | Director since 2014; Chair since 2021 | Technology/metaverse exposure |
| Winning Catering Group, Inc. (f/k/a LiquidValue Development Inc.) | Director; Chairman | Director since 2017; Chair since 2017 | F&B/real assets exposure |
| DSS, Inc. (NYSE) | Director; Chairman | Director since 2017; Chair since 2019 | U.S. public company leadership |
| Value Exchange International, Inc. (OTC) | Director | 2021–present | Payments/retail tech exposure |
| Impact BioMedical Inc. (NYSE) | Director | 2025–present | Biopharma exposure |
| True Partner Capital Holding Ltd. (HKSE) | Non-executive Director | 2025–present | Asset management exposure |
Fixed Compensation
HWH disclosed no cash compensation to Mr. Chan for his services as Chairman/CEO in 2024; independent directors received $10,000 annual retainers beginning 2024 .
| Year | Base Salary (USD) | Target Bonus (%) | Actual Bonus (USD) | Notes |
|---|---|---|---|---|
| 2024 | $0 | Not disclosed | $0 | No comp paid to Chairman; independents $10k each |
Performance Compensation
- The company had no stock option plan or stock awards plan in place during 2024; no options or equity awards were granted to executives or directors through the report date .
- No long-term incentive plan or performance-based bonus plan was disclosed; the Compensation Committee can administer plans if adopted in the future .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Detail / Notes |
|---|---|---|---|
| Heng Fai Ambrose Chan | 5,067,334 | 78.2% | Based on 6,476,400 shares outstanding; includes holdings via Alset Inc., Alset International, and Alset Acquisition Sponsor LLC; Mr. Chan directly owns 2,600 shares and may be deemed to share ownership of sponsor-held shares; he disclaims beneficial ownership except to his pecuniary interest . |
| Alset Inc. | 5,064,734 | 78.2% | Majority controlled by Mr. Chan; contributes to his beneficial ownership attribution . |
| Alset International Limited | 1,991,669 | 30.8% | Significant HWH stockholder; related-party transactions disclosed . |
| Alset Acquisition Sponsor, LLC | 535,475 | 5.5% | Owned 55% by Alset Inc. and 45% by Alset International Limited . |
Additional alignment/risks:
- Options outstanding: none; vested/unvested equity awards: none disclosed .
- Stock ownership guidelines: not disclosed.
- Pledging/hedging policies: not specifically disclosed for Mr. Chan; company adopted an insider trading policy (Mar 18, 2025) with blackout windows and 10b5-1 plan allowance .
Employment Terms
- Employment agreement, severance, and change-of-control terms for Mr. Chan: not disclosed.
- Indemnification: HWH intends to enter into indemnification agreements with directors and officers; bylaws require indemnification to fullest extent of Delaware law .
- Emerging Growth Company: HWH may use reduced executive compensation disclosures and is exempt from say-on-pay advisory votes .
- Insider trading policy with blackout periods and trading windows in place; violations subject to discipline, including forfeiture and termination .
Board Governance
- Board composition: five directors. Mr. Chan and Danny Lim are non-independent; other directors (Wong Tat Keung, William Wu, Wong Shui Yeung) are independent .
- Committees: Audit and Compensation Committees consist of the three independent directors; Audit met three times in 2024; Compensation met once in 2024 .
- Leadership/independence: Mr. Chan serves as both Chairman and CEO as of Oct 2025, with controlling ownership, raising potential concentration-of-control concerns; no Lead Independent Director disclosure found .
- Interlocks/related parties: Multiple HWH directors/officers are also directors or officers of Alset International Limited; Mr. Chan is also CEO/Chairman of Alset International Limited .
Director Compensation (overview)
| Name | Directors’ Fee (2024) | Salary | Bonus | Total |
|---|---|---|---|---|
| Wong Tat Keung | $10,000 | - | - | $10,000 |
| William Wu | $10,000 | - | - | $10,000 |
| Wong Shui Yeung | $10,000 | - | - | $10,000 |
| Chan Heng Fai | $0 | - | - | $0 |
Effective April 2024, each independent director is paid $10,000 per year in quarterly increments; a one-time $10,000 payment was made in April 2024 for services in 2023 .
Related Party Transactions (selected)
- Sale of HWH’s 70% stake in Alset F&B One Pte. Ltd. to Alset International Limited for S$218,941.26 (~$170,754), completed September 10, 2025. Mr. Chan is CEO/Chairman of Alset International; two HWH directors also serve on AIL’s board; Danny Lim is an AIL officer .
- Debt conversions (Sept 24, 2024): Alset Inc. converted $300,000 into 476,190 HWH shares; Alset International converted $3,501,759 into 5,558,347 HWH shares at $0.63/share, increasing outstanding shares by 37.2% .
- Working capital advances: Amounts due to Alset Inc. and Alset International were non-interest-bearing, due on demand; $503,659 (AEI) and $3,501,759 (AIL) outstanding at June 30, 2024 .
Compensation Committee Analysis
- The Compensation Committee (independent directors) met once in 2024; it has authority to design compensation, administer equity/bonus plans, and engage independent advisors .
- With no disclosed executive cash/equity pay for 2024 and no equity plan adopted, there is minimal evidence of pay-for-performance alignment as of the latest filings .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $830,519* | $1,253,577 |
| EBITDA (USD) | -$2,355,195* | -$1,921,428* |
Values marked with * retrieved from S&P Global.
Investment Implications
- Alignment vs control: Mr. Chan’s ~78% beneficial ownership strongly aligns incentives but concentrates control; coupled with CEO/Chairman dual role and no Lead Independent Director disclosed, governance risk is elevated .
- Pay design: Absence of executive cash/equity compensation and no equity plan reduces dilution risk short term but provides no disclosed performance-based incentives; adoption of an equity plan could signal future dilution and create vesting-related selling pressure .
- Related-party risk: Ongoing transactions with Alset entities (debt conversions; asset sale) and overlapping directorships warrant scrutiny for minority shareholder protections and pricing fairness; the Audit Committee is charged with reviewing such deals .
- Trading signals: Insider selling pressure appears limited absent disclosed awards; however, if a stock awards plan is adopted, monitor grant sizes, vesting schedules, and any pledging disclosures in future filings .
- Execution outlook: Revenue grew year over year in 2024 while EBITDA remained negative; sustained improvement and clearer incentive structures could reduce execution risk. Continue to monitor upcoming proxies for compensation plan adoption, any employment agreements, and changes in committee activity .