Value Exchange International, Inc. (Form: 4, Received: 02/27/2023 21:57:05)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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) 7 TEMASEK BOULEVARD #29-01B, SUNTEC TOWER ONE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/23/2023
(Street) SINGAPORE, U0 038987	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debt	$0.11 ⁽¹⁾	2/23/2023		P		12,727,272		2/23/2023 ⁽¹⁾	2/23/2026	Common Stock	12,727,272 ⁽¹⁾	$0.11 ⁽¹⁾	12,727,272 ⁽¹⁾	I	See footnote ⁽²⁾

Explanation of Responses:
(1)	Refer Remark.
(2)	Held by GigWorld. GigWorld'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 GigWorld Inc. ("GigWorld") and another potential lender. On February 23, 2023, GigWorld 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. In the event that GigWorld converts this Loan Amount into shares of VEII Common Stock, the conversion price (the "Conversion Price") 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 GigWorld 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 GigWorld. For the purposes of estimating an exercise price, we assumed the closing price of VEII's shares of Common Stock on February 27, 2023: $0.11.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chan Heng Fai Ambrose 7 TEMASEK BOULEVARD #29-01B SUNTEC TOWER ONE SINGAPORE, U0 038987	X	X
GigWorld Inc. 4800 MONTGOMERY LANE SUITE 210 BETHESDA, MD 20814		X

Signatures
/s/ Heng Fai Ambrose Chan		2/27/2023
^**Signature of Reporting Person		Date
/s/ GigWorld Inc. by Lui Wai Leung, Alan, Chief Financial Officer		2/27/2023
^**Signature of Reporting Person		Date

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