Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On April 8, 2022, the Board of Directors (“Board”)
of Value Exchange International, Inc. (“Company”) appointed the following persons as non-executive directors of the Board
to fill vacancies.
1) Robert Trapp. Mr. Trapp has 38 years of cross-cultural business
experience with both public and privately-owned companies in Asia, the United States and Canada, in a diverse range of industries including
hospitality, finance, property, mining, software, biotech and consumer goods. Mr. Trapp is the Chief Executive Officer of BMI Capital
International LLC, a FINRA broker-dealer, a position he has held since June 2015. Mr. Trapp has served as Vice-President at DSS Wealth
Management, Inc. since May 2021. Mr. Trapp served on the Board of Directors of Alset EHome International Inc. from November 2020 to November
2021. Mr. Trapp also served as General Manager of SeD Development Management LLC, a subsidiary of Alset EHome International, a position
he held from September 2015 to February 2018. In addition, Mr. Trapp presently serves on the Board of Directors of several of the subsidiaries
of Alset EHome International. Mr. Trapp has served as a member of the Board of Directors of American Premium Water Corporation since September
2020. Mr. Trapp has served as a member of the Board of Directors of Sharing Services Global Corporation since November 2020. Mr. Trapp
has served on the Board of Directors of Theralink Technologies Inc. formerly Avant Diagnostics Inc. since November 2017 to June 2020.
Previously, Mr. Trapp served on the Board of Directors of Amarantus Bioscience Holdings Inc. from February 2017 until May 2017 and on
the Board of Directors of GigWorld Inc. from December 2014 until June 2015. Mr. Trapp served as President and Director at Master of Real
Estate LLC, a subsidiary of Zensun Enterprises Limited (formerly known as Heng Fai Enterprises Limited), a company listed on the Hong
Kong Stock Exchange, from August 2014 to August 2015 and served as Senior Vice-President with Inter-American Management LLC, a property
management subsidiary of Zensun Enterprises Limited, from October 2013 to August 2015. Mr. Trapp served as a Director of eBanker USA.com,
a subsidiary of Zensun Enterprises Limited, from March 1998 to August 2015, and served as General Manager and Rep Director with Hotel
Plaza Miyazaki, a subsidiary of eBanker USA.com, from September 2009 to May 2013. Mr. Trapp holds a Bachelor of Commerce degree from the
University of Calgary and a Bachelor of Applied Arts in Hospitality & Tourism Management from Ryerson University in Toronto, Canada.
2) Mr. Wong Shui Yeung (Frankie). Mr. Wong is a practicing member
and fellow member of Hong Kong Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute
and holds a bachelor’s degree in business administration. He has over 20 years’ experience in accounting, auditing, corporate
finance, corporate investment and development, and company corporate secretarial practice. Mr. Wong has served as a member of the Board
of Directors of Alset EHome International Inc. and Alset Capital Acquisition Corp. since November 2021 and January 2022 respectively,
the shares of which are listed on NASDAQ. Mr. Wong has served as an independent non-executive director of Alset International Limited
since June 2017, the shares of which are listed on the Catalist Board of Singapore Stock Exchange. He was an independent non-executive
director of SMI Holdings Group Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock
Exchange of Hong Kong Limited and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December
2019 to November 2020, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited.
3) Wong Tat Keung (Aston). Since 2021, Mr. Wong has served as
the sole proprietor of Aston CPA and Associates, a registered certified public accounting firm. Mr. Wong has served as a member of the
Board of Directors of Alset Capital Acquisition Corp. since January 2022. He has been an independent non-executive director of Alset International
since January 2017. Mr. Wong has been an independent non-executive director of Roma Group Limited, a valuation and technical advisory
firm, since March 2016, and has served as an independent non-executive director of Lerthai Group Limited, a property, investment, management
and development company, since December 2018. Previously, he served as the director and sole proprietor of Aston Wong CPA Limited and
Aston Wong & Co., registered certified public accounting firms, from February 2010 to November 2020 and January 2006 to February 2010
respectively. He was also a Partner at Aston Wong, Chan & Co., Certified Public Accountants and he served at Gary Cheng & Co.,
Certified Public Accountants as Audit Senior. He served as an Audit Junior to Supervisor of Hui Sik Wing & Co., certified public accountants
from April 1993 to December 1999. He served as an independent non-executive director of SingHaiyi from July 2009 to July 2013 and ZH Holdings
from December 2009 to July 2015. Mr. Wong is a Certified Public Accountant admitted to practice in Hong Kong. He is a Fellow Member of
Association of Chartered Certified Accountants and an Associate Member of the Hong Kong Institute of Certified Public Accountants. He
holds a Master in Business Administration degree (financial services) from the University of Greenwich, London, England.
All three new directors have accepted their appointment to the Board and Audit Committee
as of the date of the filing of this Current Report on Form 8-K.
There is no family relationship between Mr. Robert Trapp, Mr. Wong Shui Yeung and
Mr. Wong Tat Keung and any members of the Company’s management.
Audit Committee Members. On 8 April 2022, the Board also appointed Mr. Robert
Trapp, Mr. Wong Shui Yeung and Mr. Wong Tat Keung as members of the Audit Committee of the Board. The Board deems, Mr. Wong Shui Yeung
and Mr. Wong Tat Keung to be “audit committee financial experts” under SEC rules.
Mr. Robert Trapp, Mr. Wong Shui Yeung and Mr. Wong Tat Keung are deemed business
associates of current Company directors Chan Heng Fai and Vincent Lum due to service as directors, officers or consultants with affiliated
companies and related business relationships.