Value Exchange International, Inc. (Form: 4, Received: 09/08/2023 16:50:04)

FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☐ 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.	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) 9 TEMASEK BOULEVARD #16-04, SUNTEC TOWER TWO	3. Date of Earliest Transaction (MM/DD/YYYY) 9/6/2023
(Street) SINGAPORE, U0 038989	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)
Common Stock	9/6/2023		C		7,344,632	A	$0.177 ⁽¹⁾	21,492,429 ⁽²⁾	I	See footnote ⁽²⁾

*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	⁽¹⁾	9/6/2023		C			$1,300,000 ⁽¹⁾	2/23/2023	2/23/2026	Common Stock	⁽¹⁾	⁽¹⁾	0 ⁽¹⁾	I	See footnote ⁽²⁾

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chan Heng Fai Ambrose 9 TEMASEK BOULEVARD #16-04 SUNTEC TOWER TWO SINGAPORE, U0 038989	X	X
Hapi Metaverse Inc. 4800 MONTGOMERY LANE SUITE 210 BETHESDA, MD 20814		X

Signatures
/s/ Heng Fai Ambrose Chan		9/8/2023
^**Signature of Reporting Person		Date
/s/ Hapi Metaverse Inc. by Lui Wai Leung, Alan, Chief Financial Officer		9/8/2023
^**Signature of Reporting Person		Date

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