Sec Form 4 Filing - Chan Heng Fai Ambrose @ Value Exchange International, Inc. - 2023-09-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chan Heng Fai Ambrose 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) (Last) (First) (Middle) 9 TEMASEK BOULEVARD #16-04, SUNTEC TOWER TWO 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2023 (Street) SINGAPORE, U0038989 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 09/06/2023 C 7,344,632 A $ 0.177 ( 1 ) 21,492,429 ( 2 ) I See footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 09/06/2023 C 02/23/2023 02/23/2026 Common Stock ( 1 ) ( 1 ) 0 ( 1 ) I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chan Heng Fai Ambrose 9 TEMASEK BOULEVARD #16-04 SUNTEC TOWER TWO SINGAPORE, U0038989 X X Hapi Metaverse Inc. 4800 MONTGOMERY LANE SUITE 210 BETHESDA, MD20814 X Signatures /s/ Heng Fai Ambrose Chan 09/08/2023 Signature of Reporting Person Date /s/ Hapi Metaverse Inc. by Lui Wai Leung, Alan, Chief Financial Officer 09/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Please refer to Remarks, below. ( 2 )Consists of 21,120,795 shares of common stock, par value $0.00001 per share, of Value Exchange International, Inc. ("VEII") held by Hapi Metaverse Inc., 39,968 shares held by BMI Capital Partners International Limited, 18,512 shares held by LiquidValue Development Pte Ltd. and 313,154 shares held by Decentralized Sharing Systems, Inc. In addition, 95,000 shares of VEII common stock are held directly by Heng Fai Chan.

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. On September 6, 2023, Hapi Metaverse converted $1,300,000 into 7,344,632 shares of VEII Common Stock, the conversion price having been established as the average closing price of VEII's Common Stock for the three (3) consecutive trading days prior to date of the notice of conversion delivered by Hapi Metaverse.

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).

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