0001750106 false 0001750106 2021-12-13 2021-12-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 13, 2021

 

ALSET EHOME INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39732   83-1079861

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4800 Montgomery Lane

Suite 210

Bethesda, Maryland 20814

  20814
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (301) 971-3940

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   AEI   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 13, 2021, Alset EHome International Inc. (the “Company”) and the Company’s subsidiary Hengfai Business Development Pte Ltd. entered into a Supplement to the Executive Employment Agreement (the “Supplement”) with the Company’s Chairman and Chief Executive Officer, Chan Heng Fai (the “Executive”). This Supplement amended the February 8, 2021 Employment Agreement between the Executive, the Company and Hengfai Business Development Pte Ltd. (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Chan’s compensation includes a fixed salary of $1 per month and two bonus payments each year consisting of: (i) one payment equal to Five Percent (5%) of the growth in market capitalization the Company experiences in any year; and (ii) one payment equal to Five Percent (5%) of the growth in net asset value the Company experiences in any year. In each case, such payment is to be calculated within seven (7) days of December 31st of each year. Such bonus payments shall be paid in cash or the Company’s common stock, at the election of the Executive.

 

Pursuant to the February 8, 2021 Employment Agreement, the term of the Employment Agreement was to end on December 31, 2025. The Supplement has amended the Employment Agreement to extend its expiration until December 31, 2030.

 

This Supplement also provides that if there is a change of control at the Company, the Executive shall be entitled to cash payment equal to the amount he would have been owed through the Term. Such payment shall be calculated based on the highest annual amount paid to the Executive through the date of such change of control. In addition, if the Executive is terminated, pursuant to the Supplement, the Executive shall be entitled to cash payment equal to the amount he would have been owed through the Term, calculated as described above.

 

The foregoing description of the Supplement and the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Supplement and Employment Agreement. A copy of the Supplement is filed as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the Employment Agreement was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the Company on February 12, 2021.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 13, 2021, the Company and Hengfai Business Development Pte Ltd. entered into a Supplement to the Executive Employment Agreement with the Company’s Chief Executive Officer, Chan Heng Fai. The description of the Employment Agreement set forth in Item 1.01 above is incorporated herein by reference thereto.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit    
Number   Exhibit
     
10.1   Supplement to the Executive Employment Agreement, by and between Alset EHome International Inc., Hengfai Business Development Pte Ltd. and Chan Heng Fai, dated as of December 13, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ALSET EHOME INTERNATIONAL INC.
     
Dated: December 17, 2021 By: /s/ Rongguo Wei
  Name: Rongguo Wei
  Title: Co-Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

SUPPLEMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

 

This SUPPLEMENT to the Executive Employment Agreement by and between ALSET EHOME INTERNATIONAL INC. (“AE1”) and HENGFAI BUSINESS DEVELOPMENT PTE. LTD. (the “Company”), and CHAN HENG FAI (the “Executive”), dated as of February 8, 2021 (the “Employment Agreement”). This Supplement Agreement is to be read and construed with the Employment Agreement referred to above, as a single contractual agreement and would take effect immediately.

 

Capitalized terms used but not defined in this Supplement Agreement have the meanings given to them in the Employment Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

  1. Clause I (Term of Employment) is hereby modified and amended as follows:
     
   

By amending and changing “ending on December 31.2025” to “ending on December 31, 2030”.

     
  2. Clause 4 (Termination of Agreement) and Clause 5 (Termination of Executive’s Employment) shall be deleted in its entirety and replaced by the following Clause.

 

Clause 4. Termination of Executive’s Employment

 

4.1 The Appointment may be terminated by the Executive hereto giving to the Company not less than three (3) months’ written notice, or in lieu of notice, payment of an amount equivalent to the Executive’s Base Salary for three (3) months.

 

If the Company terminates the Appointment of the Executive, the Company shall be obliged to compensate the Executive a severance payment which will be equivalent to the total remuneration that would have been paid to the Executive as if he had completed his Term as the Chief Executive Officer of the Company (“Severance Payment”). In the event there is a change in control of the Company, the Executive shall be granted with the option to continue his Appointment with the Company. If the Executive decides not to continue with the Appointment, the Company shall be obliged to compensate the Executive an amount equivalent to the Severance Payment. For the avoidance of doubt, the Severance Payment shall be for the balance of the tenure of his Term and shall be computed based on the highest annual remuneration, including salaries, incentive payments and Performance Bonus paid to the Executive in the previous years prior to the termination of the Appointment. Such Severance Payment shall be paid in cash only.

 

4.2 Unless otherwise mutually agreed in writing, the Severance Payment is payable within seven (7) days from the date termination of the Appointment.

 

4.3 Notwithstanding the other provisions of tins Agreement, the Company shall be entitled to terminate the Appointment forthwith immediately, but without prejudice to the rights and remedies of the Company for any breach of this Agreement and to the Executive’s continuing obligations under this Agreement herein by reference, in any of the following cases:

 

(a) if the Executive is convicted or otherwise found guilty by any court of competent jurisdiction, or pleads guilty to, any offence involving fraud or dishonesty, or of a felony, serious misdemeanour, or crime involving moral turpitude; or

 

 

 

 

(b) if the Executive commits an act of bankruptcy under applicable law, is declared a bankrupt or has bankruptcy proceedings commenced against him or any such analogous events occurs under any provisions under applicable law; or

 

(c) if the Executive is convicted of any criminal offence and/or other offences which, in the opinion of the Board, would affect his position or performance as the Chief Executive Officer of the Company; or

 

(d) if the Executive neglects or refuses, without reasonable cause, to attend to the business of the Company or any Group Company to which he is assigned duties; or

 

(e) if the Executive misappropriates assets of the Company or any Group Company; or

 

(f) if the Executive fails to observe and perform any of the duties and obligations imposed by this Agreement or which are imposed by law; or

 

(g) if the Executive otherwise acts in breach of this Agreement; or

 

(h) if the Executive becomes of unsound mind or mentally disordered; or

 

(i) if the Executive is found to have made any illegal monetary profit or received any gratuities or other rewards (whether in cash or kind) out of the Company’s or any Group Company’s affairs; or

 

(j) if the Executive is incapacitated by reason of his health or accident from performing his duties and obligations hereunder and shall have been so incapacitated for a total period of 180 days or more (whether or not consecutive) in the preceding 12 months

 

and no compensation or liability whatsoever shall be payable or incurred by the Company to the Executive for termination under Clauses 4.3.

 

4.4 Upon termination of the Appointment for whatever reason, the Executive shall:

 

(a) deliver to the Company all correspondences, books, documents, papers, materials, digital storage media, tapes or other computer material, credit cards, and other property (including confidential information) relating to the business of the Company or any Group Company which may then be in his possession or under his power or control and the Executive shall not without written consent of the Board retain any copies thereof;

 

(b) if so requested, send to a duly appointed officer of the Board a signed statement confirming that he has complied with Clause 4.4(a) above: and

 

(c) take all necessary action to resign without claim for compensation from all offices held in the Company and/or any Group Company and from membership of any organisation acquired by reason of or in connection with the Appointment and if he shall fail to do so within seven (7) days, the Company is hereby irrevocably authorised to appoint some person in the Executive’s name and on the Executive’s behalf to sign any documents and do any act or tiling necessary or requisite to give effect thereto.

 

4.5 If before the expiration of this Agreement, by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction or as part of any arrangement for the amalgamation of the undertaking of the Company not involving liquidation, the Executive shall be offered employment with the amalgamated or reconstructed company on the same terms and conditions which will not be less favourable than the terms and conditions of this Agreement.

 

 

 

 

  3. Clause 6.2 (Other Agreements) shall be deleted in its entirety.
     
  4. The existence and content of this Supplement Agreement shall remain strictly private and confidential to the Parties and their advisors and shall not be disclosed by either Party to any third party, save by compulsion of law or regulatory authority.
     
  5. Each Party hereto confirms that its respective obligations under, arising out of or in connection with, the Employment Agreement shall continue in full force and effect as amended by this Supplement Agreement.

 

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective on the date and year first above written.

 

Signed by:

 

/s/ CHAN HENG FAI  
CHAN HENG FAI (Executive)  
Date: December 13, 2021  

 

ALSET EHOME INTERNATIONAL, INC,   HENGFAI BUSINESS DEVELOPMENT PTE. LTD
     
By: /s/ Wu Wai Leung William   By: /s/ CHAN HENG FAI
Title:

Wu Wai Leung William,Chairman

  Title: Director
  of Compensation Committee   Date: December 13, 2021

Date:

December 13, 2021