SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Chan Heng Fai Ambrose (Last) (First) (Middle) 7 TEMASEK BOULEVARD #29-01B SUNTEC TOWER ONE (Street) SINGAPORE U0 038987 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Value Exchange International, Inc. [ VEII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/23/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/27/2023	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Debt	(1)	02/23/2023		P		$1,400,000(1)		02/23/2023	02/23/2026	Common Stock	(1)	(1)	0(1)	I	See footnote(2)

1. Name and Address of Reporting Person* Chan Heng Fai Ambrose (Last) (First) (Middle) 7 TEMASEK BOULEVARD #29-01B SUNTEC TOWER ONE (Street) SINGAPORE U0 038987 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hapi Metaverse Inc. (Last) (First) (Middle) 4800 MONTGOMERY LANE SUITE 210 (Street) BETHESDA MD 20814 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Please refer to Remarks, below.

2. Held by Hapi Metaverse Inc. (formerly known as GigWorld Inc.). Hapi Metaverse's majority shareholder is Alset Inc. ("Alset"). Mr. Chan is, personally and through an entity he controls, the majority shareholder of Alset, and the Chairman and Chief Executive Officer of Alset. The Reporting Person has dispositive control over these securities.

Remarks:

Value Exchange International, Inc. ("VEII") entered into a Convertible Credit Agreement, dated as of January 27, 2023 ("Convertible Credit Agreement") with Hapi Metaverse and another potential lender. On February 23, 2023, Hapi Metaverse loaned VEII $1,400,000 (the "Loan Amount"). The Loan Amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement for a period of three years. There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock. In the event that Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock, the conversion price (the "Conversion Price") is then established, which shall be the average closing price of VEII's Common Stock as quoted by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by VEII and reasonably acceptable to Hapi Metaverse if Bloomberg Financial Markets is not then reporting prices of VEII Common Stock) for the three (3) consecutive trading days prior to date of the notice of conversion delivered by Hapi Metaverse. At the time of this amended filing, Hapi Metaverse had not converted any part of the Loan Amount.Hapi Metaverse is filing this Form 4, as an amendment with non-transactional information, in order to adjust the Conversion Price from the original filing to provide additional clarity regarding this transaction.

	/s/ Heng Fai Ambrose Chan	03/29/2023
	/s/ Hapi Metaverse Inc. by Lui Wai Leung, Alan, Chief Financial Officer	03/29/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.