UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________________ to ___________________________
Commission file number 000-55685
| HWGC HOLDINGS LIMITED |
| (Exact name of registrant as specified in its charter) |
| Nevada | 30-0803939 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
Portman House, 2 Portman Street London, W1H 6DU United Kingdom |
N/A | |
| (Address of principal executive offices) | (Zip Code) |
+44 203 982 5041
(Registrant’s telephone number, including area code)
N/A
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter was $5,966,068 (computed using the closing sales price of $3.95 per share of common stock on such date).
shares of common stock were issued and outstanding as of April 19, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
None.
| Auditor Firm PCAOB ID: 6255 | Auditor Name: Pan-China Singapore PAC | Auditor Location: Singapore |
EXPLANATORY NOTE
HWGC Holdings Limited (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on April 17, 2023 (the “Original Filing”), to include the information required by Part III of Form 10-K. The Part III information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. The information required by Items 10-14 of Part III is no longer being incorporated by reference to the proxy statement relating to our 2023 Annual Meeting of Shareholders. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted. This Amendment No. 1 is not intended to update any other information presented in the Original Filing. In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
TABLE OF CONTENTS
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table sets forth the names and ages of the current Board of Directors of the Company, our executive officers and the principal offices and positions held by each person.
| Name | Age | Position(s) | ||
| Shalom Dodoun | 42 | Chief Executive Officer (“CEO) & Director | ||
| Lim Chun Hoo | 33 | Chief Financial Officer (“CFO”) & Director | ||
| Colin Ellis | 61 | Director | ||
| Richard Berman | 80 | Director |
Shalom Dodoun (Mr. Dodoun) is the founder, director and CEO of Fintech Scion Limited (“Fintech”), a wholly-owned subsidiary of the Company and a premier provider of innovative payment solutions. With over 15 years’ experience in the payments and banking industry, Mr. Dodoun is a highly regarded expert in the field. He has extensive global experience in the development of cutting-edge payment systems, Electronic Money Institutions, and Payment Service Providers across Europe. As a thought leader in the payments and banking sector, Mr. Dodoun is recognized for his drive for innovation and his commitment to delivering superior quality solutions. Under his leadership, FintechCashier, has become a trusted partner to a growing client base worldwide, winning numerous awards for exceptional customer support and service.
Lim Chun Hoo (Mr. Lim) is the director of HWGG Capital P.L.C. (“HWGG Capital”), a wholly-owned subsidiary of the Company. From May, 2020 to April, 2022, he served as a director in a digital investment bank company, HWG Digital Investment Bank (Malaysia) P.L.C.. From November, 2020 to August, 2022, he served as a director under Fintech Bank Limited. He was also served as a director of Ho Wah Genting Holiday Sdn Bhd since November, 2014 until October, 2021. From August, 2013 to May, 2014, he was Senior Share Investment Executive at Public Bank Berhad. In August, 2010, he joined PT Ho Wah Genting, Indonesia as a business analyst, and served as an assistant of vice president from December, 2011 until August, 2013. Mr. Lim received a Bachelor of Arts (Honours) in Finance and Investment Management from the University of Northumbria, Newcastle-upon-Tyne, United Kingdom in 2010.
Colin Ellis (Mr. Ellis) is the Senior Partner of Anstey Bond LLP, a London firm of chartered accountants, which he founded in January 2011. Mr. Ellis has a well-developed background in international corporate finance, having served as Auditor and Advisor to UK companies listed on the London Stock Exchange and Alternative Investment Market (AIM), along with other junior market-listed public companies, including entities in the Mining and Innovation Technology sectors. Mr. Ellis holds several directorships and provides financial knowledge for a range of companies, from start-ups to public companies. His 35 years of experience in the international finance industry have enabled Mr. Ellis to develop a sound knowledge of running both UK-based and international companies.
Richard Berman (Mr. Berman) became a member of our Board of Directors in February 2023 and serves as Chairman of the Compensation Committee. Mr. Berman’s business career spans over 40 years of venture capital, senior management and merger & acquisitions experience. Mr. Berman has served as a director and/or officer of over a dozen public and private companies. From 2006 to 2011, he was Chairman of National Investment Managers, a company with $12 billion in pension administration assets. Mr. Berman is currently a director of five publicly traded companies: Cryoport, Inc., Comsovereign Holding Corp., BioVie, Inc., Context Therapeutics Inc. (where he is Chairman) and Genius Group Limited. Mr. Berman also serves as Audit Committee Chairman for Cryoport Inc., Biovie Inc. and Genius Group Limited. Mr. Berman also served as a director of Cuentas, Inc. from 2018 through 2022. Over the last decade he has served on the board of six companies that have reached over $1 billion in market capitalization – Cryoport, Advaxis, EXIDE, Internet Commerce Corporation, Strategic Funding Source, Inc. (Kapitus) and Ontrak (Catasys). Previously, Mr. Berman worked at Goldman Sachs; was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; created the largest battery company in the world in the 1980’s by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); helped to create what is now Soho (NYC) by developing five buildings; and advised on over $4 billion of M&A transactions. He is a past Director of the Stern School of Business of NYU where he obtained his BS and MBA. He also has U.S. and foreign law degrees from Boston College and The Hague Academy of International Law, respectively. Mr. Berman’s financial and business expertise, including his background in biotechnology, international management and banking, and his extensive experience as a director in the public company context makes him well-qualified to serve as a member of our Board of Directors.
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”
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Committees
The Board has a compensation committee, which is chaired by Mr. Berman.
Potential Conflict of Interest
Since we do not have an audit committee comprised of independent Directors, the functions that would have been performed by such committees are performed by our Board. Thus, there is a potential conflict of interest in that our Directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions.
Board’s Role in Risk Oversight
The Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. The Board dedicates time at each of its meetings to review and consider the relevant risks faced by the Company at that time. In addition, since the Company does not have an Audit Committee, the Board is also responsible for the assessment and oversight of the Company’s financial risk exposures.
Family Relationships.
There are no family relationships among any of our officers or directors.
Involvement in Legal Proceedings.
To the best of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
ITEM 11. Executive Compensation
Summary Compensation Table
The following table contains compensation information for our Chief Executive Officer and certain other executives who were the most highly compensated executive officers for the years ended December 31:
| Name & Principal Position | Year | Salary | Bonus | Stock In Lieu of Cash Bonus | Equity Incentive Plan Grants | Other | Total | |||||||||||||||||||
| Existing Executive Officers | ||||||||||||||||||||||||||
| Shalom Dodoun | 2022 | $ | 142,005 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | 142,005 | |||||||||||||
| (CEO) | 2021 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | |||||||||||||
| Previous Executive Officers | ||||||||||||||||||||||||||
| Leong Yee Ming | 2022 | $ | 46,971 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | 46,971 | |||||||||||||
| (Previous CEO and CFO) | 2021 | $ | 44,886 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | 44,886 | |||||||||||||
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Employment Agreements
On November 1, 2015 the Company, through its previous subsidiary, Vitaxel Sdn Bhd (“VSB”), entered into a Consulting Services Agreement (the “Consulting Agreement”) with Mr. Leong Yee Ming (Mr. Leong) pursuant to which Mr. Leong provides management services. The Consulting Agreement expired on July 31, 2016, which was extended several times. Pursuant to the Consulting Agreement and all renewal agreements, Mr. Leong was initially received a monthly consulting fee of RM12,000 per month (approximately US$2,896 per month) and an expense allowance of RM2,000 per month (approximately US$483 per month). Effective January 1, 2017, Mr. Leong monthly consulting fee had been increased to RM17,000 per month (approximately US$4,102 per month), with no longer any expense allowance and effective September 1, 2020, the monthly consulting fee received by Mr. Leong was revised to RM13,600 (approximately $3,282 per month). Due to the effect of COVID-19 pandemic, commencing from March 1, 2021, the monthly consulting fee received by Mr. Leong was further revised to RM8,000 (approximately $1,931 per month). Effective from May 1, 2021, Mr. Leong monthly consulting fee had been revised back to RM17,000 per month (approximately US$4,102 per month). The Consulting Agreement effectively departed from the Company upon VSB ceased to be the subsidiary of the Company on December 30, 2022. On February 23, 2023, Mr Leong resigned from his position from the Board.
Other than as set forth above, none of the Company’s executive officers have employment agreements directly with the Company, although they may enter into such agreements in the future.
Outstanding Equity Awards as of December 31, 2022
None
Securities authorized for issuance under equity compensation plans
The following table provides information relating to our equity compensation plans as of December 31, 2022.
| Equity Compensation Plans | ||||||||||||
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options | Number of securities remaining available for future issuance | ||||||||||
| Equity compensation plans approved by security holders | – | $ | – | – | ||||||||
| Equity compensation plans not approved by security holders | 310,029 | $ | – | 3,689,971 | ||||||||
| Total | 310,029 | $ | – | 3,689,971 | ||||||||
Director Compensation
The Company accrued or paid compensation to its directors for serving in such capacity, as shown in the table below.
| Director | Year | Option Awards | Restricted Stock Unit Awards | Fees Earned or Paid in Cash | Total | ||||||||||||||
| Shalom Dodoun | 2022 | $ | – | $ | – | $ | 142,005 | $ | 142,005 | ||||||||||
| Lim Chun Hoo | 2022 | $ | – | $ | – | $ | – | $ | – | ||||||||||
| Colin Ellis | 2022 | $ | – | $ | – | $ | – | $ | – | ||||||||||
| Richard Berman | 2022 | $ | – | $ | – | $ | – | $ | – | ||||||||||
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Pursuant to the appointment of Mr. Ellis as the non-executive director of the Company on February 23, 2023, the Board has determined to pay Mr. Ellis a quarterly fee of $6,000 in cash and $13,000-worth of shares upon the Company’s completion of its next financing.
Pursuant to the appointment of Mr. Berman as the non-executive director of the Company on February 23, 2023, the Board has determined to pay Mr. Berman a monthly fee of $10,000 in cash upon the Company’s completion of a successful round of fundraising, plus 1% of the Company’s equity. Mr. Berman will receive a third of the equity payment in Q2 of 2023, and will receive the remaining equity payments in January 2024, and January 2025, respectively
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of April 19, 2023 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of April 19, 2023, pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 198,742,643 shares of common stock outstanding on April 19, 2023. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of April 19, 2023. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o HWGC Holdings Limited, 2 Portman Street, London, W1H 6DU United Kingdom.
| Percentage of | ||||
| Number of Shares | Common Stock | |||
| Beneficial Owner | Beneficially Owned | Beneficially Owned | ||
| Directors and Executive Officers | ||||
| Shalom Dodoun(1) | 86,416,667 | 43.5% | ||
| Lim Chun Hoo(2) | 51,922,257 | 26.1% | ||
| Colin Ellis(3) | – | – | ||
| Richard Berman(4) | – | – | ||
| All Officers and Directors as a Group (4 persons) | 138,338,924 | 69.6% |
| (1) | Mr. Dodoun is the CEO and Director of the Company, and the director of Fintech Scion Group, a wholly-owned subsidiary of the Company. |
| (2) | Mr. Lim is the CFO, Secretary and Director of the Company, and the director of HWGG Capital PLC, a wholly-owned subsidiary of the Company. |
| (3) | Mr. Ellis is the Director of the Company. |
| (4) | Mr. Berman is the Director of the Company. |
ITEM 13. Certain Relationships and Related Transactions and Director Independence.
The following is a description of transactions or series of transactions since January 1, 2021 or any currently proposed transaction, to which we were or are to be a participant and in which the amount involved in the transaction or series of transactions exceeds $120,000, and in which any of our directors, executive officers or persons who we know hold more than five percent of any class of our capital stock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and executive officers.
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Amounts due from Related Parties
For the years ended December 31, 2022 and 2021, the total amounts due from related parties were $ 1,296,935 and $ 49,805, respectively. These advances were unsecured, non-interest bearing and due on demand. The breakdown of certain amount due from related parties are as below:
Dato’ Lim Hui Boon, the previous president of the Company who resigned in February 2023, is also 1) the Group President of Ho Wah Genting Berhad (“HWGB”), a company listed in Bursa Malaysia Main Market, and the amount due from HWGB for the years ended December 31, 2022 and 2021 were zero and $5,030 respectively; 2) the Group President of Ho Wah Genting Group Sdn Bhd (“HWGGSB”), meanwhile Lim Chun Hoo, the director of the Company, is also the director of HWGGSB. As of December 31, 2022, and 2021, the amount due from HWGGSB were $799,094 and zero, respectively.
Lim Chun Hoo, the director of the Company, is also the director of HWG Fintech International Ltd (“HWGFI”). As of December 31, 2022, and 2021, the amount due from HWGFI were $497,841 and zero, respectively.
Leong Yee Ming, the previous CEO, CFO, Secretary and director of the Company who resigned in February 2023, is also 1) a director of Asia Food People Sdn Bhd (“AFP”), and the amount due from AFP for the years ended December 31, 2022 and 2021 were zero and $3,252 respectively; 2) a director of G2lux Sdn Bhd (“G2lux”), and the amount due from G2lux for the years ended December 31, 2022 and 2021 were zero and $37,099 respectively; 3) a director of Snatch Asia Sdn Bhd (“SASB”), and the amount due from SASB for the years ended December 31, 2022 and 2021 were zero and $4,424 respectively.
Amounts due to Related Parties
For the years ended December 31, 2022 and 2021, the total amounts due to related parties were $2,463,833 and $4,267,033 respectively. These advances were unsecured, non-interest bearing and due on demand. The breakdown of certain amount due to related parties are as below:
Dato’ Lim Hui Boon, the previous president of the Company who resigned in February 2023, and Lim Chun Hoo, the director of the Company, are, respectively, the Group President and the director of HWGGSB. As of December 31, 2022, and 2021, the amount due to HWGGSB were zero and $626,308 respectively.
For the years ended December 31, 2022 and 2021, the amount due to Dato Lim Hui Boon, the previous president of the Company who resigned in February 2023, were zero and $71,857, respectively.
Lim Wee Kiat, a previous CFO, secretary and director of the Company who resigned in July 2020, is also a director of Ho Wah Genting Holding Sdn Bhd (“HWGHSB”). For the years ended December 31, 2022 and 2021, the amount due to HWGHSB were zero and $59,880, respectively.
Leong Yee Ming, the previous CEO, CFO, secretary and director of the Company who resigned in February 2023, is also 1) a director of Grande Legacy Inc (“GL”), and the amount due to GL for the years ended December 31, 2022 and 2021 were $266,610 and $3,506,976 respectively; 2) a director of Grandelife Inc (“Grandelife”), and the amount due to Grandelife for the years ended December 31, 2022 and 2021 were $329,565 and $2,012 respectively; 3) a director of Vitaxel Sdn bhd (“Vitaxel”), a previous subsidiary of the Company, and the amount due to Vitaxel for the years ended December 31, 2022 and 2021 were $23,933 and zero respectively.
Lim Chun Hoo, the director of the Company, is also a previous director of Ho Wah Genting Investment Bank (Labuan) P.L.C.. As of December 31, 2022, and 2021, the amount due to HWGDIB were $1,596,825 and zero, respectively.
For the years ended December 31, 2022 and 2021, the amount due to Shalom Dodoun, the CEO and director of the Company, were $ 246,900 and zero, respectively.
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ITEM 14. Principal Accountant Fees and Services.
The aggregate fees billed to the Company by PAN- CHINA SINGAPORE PAC, the Company’s independent registered public accounting firm, for the indicated services for each of the last two fiscal years were as follows:
| Year Ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Audit Fees | $ | 62,500 | $ | 24,000 | ||||
| Audit-Related Fees | $ | 58,000 | $ | – | ||||
| Tax Fees | $ | – | $ | – | ||||
| All Other Fees | $ | – | $ | – | ||||
| Total | $ | 120,500 | $ | 24,000 | ||||
As used in the table above, the following terms have the meanings set forth below.
Audit Fees
The fees for professional services rendered in connection with the audit of the Company’s annual financial statements, for the review of the financial statements included in the Company’s interim reports and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, including issuance of comfort letters.
Audit-Related Fees
The fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements.
Tax Fees
The fees for professional services rendered for tax compliance, tax advice and tax planning.
All Other Fees
The fees for products and services provided, other than for the services reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees”.
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PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(1) Financial Statement Schedule: None.
(2) Exhibits
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* Filed herewith.
** Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized on this 28th day of April, 2023.
| HWGC HOLDINGS LIMITED | ||
| By: | /s/ Shalom Dodoun | |
| Shalom Dodoun | ||
|
Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
April 28, 2023
| ||||
| /s/ Shalom Dodoun | Chief Executive Officer & Director (Principal Executive Officer) | |||
| Shalom Dodoun | ||||
|
April 28, 2023
| ||||
| /s/ Lim Chun Hoo | Chief Financial Officer, Secretary & Director (Principal Financial and Accounting Officer) | |||
| Lim Chun Hoo | ||||
|
April 28, 2023
| ||||
| /s/ Colin Ellis | Director | |||
| Colin Ellis | ||||
| /s/ Richard Berman | Director | April 28, 2023 | ||
| Richard Berman |
| 9 |
Exhibit 31.1
Certification of Chief Executive Officer of HWGC Holdings Limited
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Shalom Dodoun, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of HWGC Holdings Limited; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| Date: April 28, 2023 | /s/ Shalom Dodoun |
| Shalom Dodoun | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer of HWGC Holdings Limited
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lim Chun Hoo, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of HWGC Holdings Limited; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| Date: April 28, 2023 | /s/ Lim Chun Hoo |
| Lim Chun Hoo | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |