Wong Shui Yeung
About Wong Shui Yeung
Wong Shui Yeung (Frankie) is an independent director of HWH International Inc., serving since January 2022; he is a fellow and practicing member of the Hong Kong Institute of Certified Public Accountants with 25+ years’ experience across accounting, auditing, corporate finance, investment/development, and company secretarial practice . He holds a bachelor’s degree in business administration, is age 55 per HWH’s 2025 proxy slate, and serves on the Audit and Compensation Committees, with the board affirming his independence under Nasdaq 5605(a)(2) and Exchange Act Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SMI Holdings Group Limited (HKSE) | Independent Non-Executive Director | Apr 2017 – Dec 2020 | Board oversight during listed-company period |
| SMI Culture & Travel Group Holdings Limited (HKSE) | Independent Non-Executive Director | Dec 2019 – Nov 2020 | Board oversight during listed-company period |
External Roles
| Company | Listing | Role | Start | Notes / Interlocks Relevant to HWH |
|---|---|---|---|---|
| Alset Inc. | Nasdaq | Director | Nov 2021 | Alset Inc. is HWH’s related party and creditor; HWH converted $300,000 of AEI debt into 476,190 HWH shares (9/24/2024) . |
| DSS, Inc. | NYSE | Director | Jul 2022 | Part of Alset ecosystem; disclosed in HWH director bio . |
| Value Exchange International, Inc. | OTC Markets | Director | Apr 2022 | Disclosed in HWH director bio . |
| Alset International Limited | SGX Catalist | Independent Non-Executive Director | Jun 2017 | Alset International is a significant HWH stockholder; HWH sold 70% of Alset F&B One Pte. Ltd. to AIL (9/10/2025) . |
| First Credit Finance Group Limited | HK GEM | Independent Non-Executive Director | Feb 2024 | Disclosed in HWH director bio . |
Board Governance
- Board and Committees: HWH’s Audit and Compensation Committees are composed of three independent directors: Wong Shui Yeung, Wong Tat Keung, and William Wu; the board determined all except Chan Heng Fai and Danny Lim are independent under Nasdaq 5605(a)(2) and Rule 10A-3 .
- Committee roles: Member, Audit Committee; Member, Compensation Committee; audit committee financial expert designation is held by Wong Tat Keung (not Wong S.Y.) .
- Meeting cadence: In FY 2024 (calendar year), the Board met 3 times; the Audit Committee met 3 times; the Compensation Committee met once .
- Attendance history: In the prior fiscal year ended Nov 30, 2023, each director attended all board and committee meetings on which they served (100%) .
- Tenure: Director since January 2022 (on HWH board slate in 2024 and 2025) .
- Leadership structure: CEO/Chair combined role under Chairman/CEO Chan Heng Fai; risk oversight primarily via Audit Committee .
Committee and Meeting Summary
| Body | FY 2023 Attendance | FY 2024 Meetings |
|---|---|---|
| Board of Directors | 100% for all directors (FY ended Nov 30, 2023) | 3 meetings (calendar 2024) |
| Audit Committee | 100% for all directors (FY ended Nov 30, 2023) | 3 meetings (calendar 2024) |
| Compensation Committee | 100% for all directors (FY ended Nov 30, 2023) | 1 meeting (calendar 2024) |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual director retainer (cash) | $10,000 one-time payment in April 2024 for FY 2023 services | $10,000 (paid quarterly $2,500) |
| Committee membership fees | Not disclosed | Not disclosed |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Equity/stock awards | None; company had not adopted a stock awards plan | None; no stock awards plan adopted |
| Total director compensation (Wong S.Y.) | $10,000 (paid in 2024 for 2023) | $10,000 |
Notes:
- Company states no stock options or equity awards outstanding for directors through reporting dates; no stock awards plan adopted (intends to adopt in future) .
Performance Compensation
| Performance Element | Disclosed? | Detail |
|---|---|---|
| Bonus/variable cash for directors | No | No director bonus disclosed for FY 2024 . |
| Equity (RSUs/PSUs/options) | No | No grants; no plan adopted as of proxies . |
| Director performance metrics (TSR, EBITDA, ESG) | No | No performance metrics tied to director pay disclosed . |
| Clawback policy (directors) | Not disclosed | Insider trading policy adopted 3/18/2025; clawback terms not specified for directors . |
| Change-in-control / severance (directors) | Not disclosed | Indemnification agreements planned for directors . |
Other Directorships & Interlocks
| Relationship | Event/Exposure | Amount/Terms | Date | Relevance/Risk |
|---|---|---|---|---|
| Alset Inc. (AEI) – HWH creditor and stockholder; Wong is AEI director | HWH debt conversion to AEI shares: 476,190 HWH shares for $300,000 at $0.63 per share | $300,000 converted | Sep 24, 2024 | Related-party financing; potential conflict oversight for directors tied to AEI . |
| Alset International Limited (AIL) – significant HWH stockholder; Wong is AIL INED | HWH debt conversion to AIL shares: 5,558,347 HWH shares for $3,501,759 at $0.63 per share | $3,501,759 converted | Sep 24, 2024 | Large related-party issuance; governance sensitivity . |
| AIL – asset transaction | Sale of 70% of Alset F&B One Pte. Ltd. by HWH subsidiary to AIL for S$218,941.26 (~$170,754) | Cash consideration | Sep 10, 2025 | Two HWH directors (incl. Wong S.Y.) also serve on AIL board; heightened conflict risk . |
| HapiTravel JV (with HWH, Chairman Chan, and Chen Ziping) | JV ownership: HWHPL 19%, Chan 11%, Chen 70%; loan by HWH to JV (S$137,658) | 5% loan; maturity ≤ 2 years | Term sheet 4/25/2024; loan 11/6/2024 | Insider participation by Chair; related-party monitoring by Audit Committee . |
| Sharing Services Global Corp. (SHRG) – multiple financings | Eight+ convertible notes and loans (2024–2025); SHRG is related party via significant stockholders and former HWH CEO role | Numerous notes at 8% with commitment fees; e.g., CN9 $200,000 at 8% | 2024–2025 | Extensive related-party exposure; requires robust committee oversight . |
Expertise & Qualifications
- Fellow/practicing member of HKICPA; deep expertise in cross-border financial, accounting, and tax matters; internal controls experience .
- Significant listed-company board experience across U.S., Singapore, and Hong Kong markets (AEI, DSS, AIL, First Credit Finance Group, VEII) .
- Committee experience on Audit and Compensation at HWH; Audit Committee is fully independent with an identified financial expert (Aston Wong) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 0 shares as of Sept 22, 2025 |
| % of outstanding | 0.00% of 6,476,400 shares outstanding at record date |
| Options (exercisable/unexercisable) | None disclosed; no options outstanding to directors |
| RSUs/PSUs (vested/unvested) | None; no stock awards plan adopted |
| Shares pledged | Not disclosed |
| Ownership guidelines | Not disclosed |
Insider Trades
| Item | Status |
|---|---|
| Form 4 transactions disclosed in proxy | Not detailed in proxy; Section 16(a) filing compliance affirmed for FY 2024 . |
Governance Assessment
-
Strengths
- Independence and financial expertise: Wong is independent and serves on both Audit and Compensation Committees; the Audit Committee is fully independent and includes a designated financial expert (Aston Wong), supporting oversight of HWH’s complex related-party environment .
- Engagement: Board (3), Audit (3), and Compensation (1) meetings occurred in 2024; prior-year attendance was 100% across directors, indicating baseline engagement .
-
Risks and RED FLAGS
- Extensive related-party exposure and interlocks: Wong sits on boards of Alset Inc. and Alset International, both significant HWH counterparties (large debt-to-equity conversions; asset sale of Alset F&B One to AIL), creating perceived conflicts—even with recusal policies—requiring heightened scrutiny of committee oversight and disclosures .
- Low ownership alignment: Zero beneficial ownership and no equity plan/grants for directors suggest limited “skin in the game,” potentially weakening alignment with minority holders .
- Governance structure pressures: Combined Chair/CEO role (Chan) and board action to enable stockholder written consent (a cost-saving measure sometimes viewed as shareholder-unfriendly) merit monitoring for entrenchment or reduced accountability .
- Auditor changes: Successive changes (MaloneBailey → Grassi in 2024; Grassi → HTL International in 2025) can be a yellow flag on reporting continuity, though disclosures indicate no disagreements/reportable events .
-
Compensation and incentives
- Director pay is minimal and cash-only ($10,000/year), with no performance-linked elements and no equity, which avoids pay inflation but also reduces performance alignment; no clawback terms for directors disclosed .
Fixed Compensation (Detail)
| Metric | 2023 | 2024 |
|---|---|---|
| Director fee (cash) – Wong S.Y. | $10,000 (one-time payment in Apr 2024 for FY 2023 services) | $10,000 (paid quarterly) |
| Other cash (meeting/committee/chair fees) | Not disclosed | Not disclosed |
Performance Compensation (Detail)
| Metric | Design | Targets/Benchmarks | Outcome |
|---|---|---|---|
| Director bonus | None disclosed | — | — |
| Equity (RSU/PSU/Options) | None; no stock awards plan adopted | — | — |
| Clawback for directors | Not disclosed | — | — |
Potential Conflicts and Related-Party Transactions (Select)
| Counterparty | Transaction | Amount/Terms | Date |
|---|---|---|---|
| Alset Inc. (AEI) | Debt-to-equity conversion (HWH shares issued) | $300,000 → 476,190 shares @ $0.63 | Sep 24, 2024 |
| Alset International Limited (AIL) | Debt-to-equity conversion (HWH shares issued) | $3,501,759 → 5,558,347 shares @ $0.63 | Sep 24, 2024 |
| Alset International Limited (AIL) | Purchase of 70% of Alset F&B One from HWH subsidiary | S$218,941.26 (~$170,754) | Sep 10, 2025 |
| HapiTravel Holding Pte. Ltd. (JV incl. Chair) | 5% Loan to JV; HWH owns 19%, Chair owns 11% | S$137,658 loan; 2-year maturity | Nov 6, 2024 |
| Sharing Services Global Corporation (SHRG) | Multiple convertible notes/loans (8% rates; fees) | e.g., CN9 $200,000 at 8% + 8% fee | 2024–2025 |
Audit Committee is responsible for reviewing/approving related-party transactions, with directors required to disclose potential conflicts and recuse where appropriate; Wong serves on this committee .
Director Compensation Policy Notes
- Independent directors set at $10,000/year effective April 2024; also paid a one-time $10,000 for FY 2023 services in April 2024 .
- No equity plan adopted; no stock options or awards outstanding; company indicates intent to consider a plan in future .
Governance Quality Signals
- Policies: Insider trading policy adopted March 18, 2025; Code of Conduct covers directors; indemnification agreements intended for directors/officers .
- Audit oversight: Committee independent, with at least one financial expert; private sessions with auditors and management; pre-approval of audit/non-audit services .
- Board diversity: 2025 diversity matrix provided; all five directors identified as male and Asian .