Item 4 — Purpose of Transaction
On March 31, 2025, HWH International Inc. ("HWH") entered into a securities purchase agreement with the Issuer, pursuant to which the Issuer issued a convertible promissory note to HWH in the amount of $150,000, the indebtedness thereunder being convertible into the Issuer's common stock at $0.80 per share at HWH's option until maturity of the convertible note three (3) years from the date of the securities purchase agreement. Further, the Issuer granted HWH warrants exercisable into 937,500 shares of SHRG's common stock, the exercise period of the warrants being three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share. Mr. Heng Fai Ambrose Chan ("Mr. Chan") serves on, and is the Chairman of, the Issuer's Board of Directors, Mr. Chan is also: (i) the sole Director and sole Shareholder of Heng Fai Holdings Limited; (ii) the Chief Executive Officer and Chairman of the Board of Directors of Alset Inc.; (iii) the Chairman of the Board of Directors of HWH International Inc.; (iv) the Group Chief Executive Officer of Alset International Limited; and (v) the Director of Global Biomedical Pte. Ltd. Accordingly, due to his interest in, and control over these entities, Mr. Chan indirectly holds beneficial interest in shares of the Issuer's common stock owned by such entities, and can exercise common control over the voting powers of these shares. The Reporting Persons, either directly or indirectly through Mr. Chan, may engage in discussions from time to time with the Issuer's Board of Directors, the Issuer's management or the Issuer's other stockholders. These discussions may be with respect to (i) acquiring or disposing of the shares of Common Stock or other securities of the Issuer; (ii) maintaining or changing the Issuer's business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, the Reporting Persons may acquire additional securities of the Issuer through open market transactions, privately negotiated transactions or other methods. Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, including Mr. Chan in his fiduciary capacity as a director of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments.