Chan Heng Fai Ambrose - Feb 23, 2023 Form 4/A - Amendment Insider Report for Value Exchange International, Inc. (VEII)

Role
Director, 10%+ Owner
Signature
/s/ Heng Fai Ambrose Chan
Stock symbol
VEII
Transactions as of
Feb 23, 2023
Transactions value $
$1,400,000
Form type
4/A - Amendment
Date filed
3/29/2023, 09:05 PM
Date Of Original Report
Feb 27, 2023
Previous filing
Feb 9, 2023
Next filing
May 15, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VEII Convertible Debt Purchase $1.4M 0 Feb 23, 2023 Common Stock See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Please refer to Remarks, below.
F2 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.