1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Heng
Fai Ambrose Chan |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS (See Instructions)
PF
|
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Republic
of Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER: |
14,372,797(1) |
8 |
SHARED
VOTING POWER: |
|
9 |
SOLE
DISPOSITIVE POWER: |
14,372,797(1) |
10 |
SHARED
DISPOSITIVE POWER: |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
14,372,797(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
39.75%(2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
IN |
(1)
Consists of 95,000 shares of common stock, par value $0.00001 per share, of Value Exchange International, Inc. held by Heng
Fai Chan, 13,776,163 shares held by GigWorld Inc., 39,968 shares held by BMI Capital Partners International Limited, 18,512 shares held
by LiquidValue Development Pte Ltd. and 443,154 shares held by Decentralized Sharing Systems, Inc.
(2)
Based on 36,156,130 shares of Common Stock outstanding.
1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GigWorld
Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS (See Instructions)
WC
|
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER: |
13,776,163 |
8 |
SHARED
VOTING POWER: |
|
9 |
SOLE
DISPOSITIVE POWER: |
13,776,163 |
10 |
SHARED
DISPOSITIVE POWER: |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
13,776,163 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
38.10% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
CO |
This Amendment No. 7
amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 22, 2021, Amendment No. 1 thereto,
filed on July 19, 2021, Amendment No. 2 thereto, filed on August 18, 2021, Amendment No. 3 thereto, filed on November 15, 2021, Amendment
No. 4 filed on November 29, 2021, Amendment No. 5 thereto, filed on October 7, 2022, and Amendment No. 6 thereto, filed October 13, 2022.
This Amendment No. 7 is being filed to disclose that (i), on October 12, 2022, Mr. Heng Fai Chan purchased 10,000 shares of the Issuer’s
common stock at a price of $.2493; (ii) on October 13, 2022, Mr. Heng Fai Chan purchased 10,000 shares of the Issuer’s
common stock at a price of $0.2499; (iii) on October 17, 2022, Mr. Heng Fai Chan sold 20,000 shares of the Issuer’s
common stock to GigWorld Inc. at a price of $0.1663; (iv) on October 17, 2022, Mr. Heng Fai Chan sold 25,00 shares of the Issuer’s
common stock to GigWorld Inc. at a price of $0.2006; (v) on October 17, 2022, Mr. Heng Fai Chan sold 10,000 shares of the Issuer’s
common stock to GigWorld Inc. at a price of $0.2314; and (vi) on October 17, 2022, Mr. Heng Fai Chan sold 7,221,163 shares of the Issuer’s
common stock to GigWorld Inc. at a price of $0.24.
Item
1. Security and Issuer
The
title and class of equity securities to which this Schedule 13D/A relates is the common stock, $0.00001 par value per share, of Value
Exchange International, Inc., a Nevada Corporation (the “Issuer”). The principal offices of the Issuer are located at Unit
602, Block B, 6 Floor, Shatin Industrial Centre, 5-7 Yuen Shun Circuit, Shatin, N.T., Hong Kong.
Item
2. Identity and Background.
(a)
This Schedule 13D/A is filed by Heng Fai Chan and GigWorld Inc. Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons”.
(b)
The business addresses of the Reporting Persons are as follows: (i) Heng Fai Chan is c/o Alset International Limited, 7 Temasek Boulevard
#29-01B, Suntec Tower One, Singapore 038987; and (ii) GigWorld Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814.
(c)
Heng Fai Chan is the Chairman and Chief Executive Officer of Alset Inc. and the Chairman and Chief Executive Officer of Alset
International Limited. The business address of Alset Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814. The business address of Alset International Limited is 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987. GigWorld
Inc. is engaged in the development of technology.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such
laws.
(f)
Heng Fai Chan is a citizen of Singapore. GigWorld Inc. is a Delaware corporation.
Item
3. Source and Amount of Funds or Other Considerations
Heng
Fai Chan purchased the Issuer’s common stock with personal funds.
Item
4. Purpose of Transaction
On October 12, 2022, Mr. Heng Fai Chan purchased 10,000 shares of the Issuer’s
common stock for investment purposes in multiple trades at a price of $0.2493.
On October 13, 2022, Mr. Heng Fai Chang
purchased 10,000 shares of the Issuer’s common stock for investment purposes in multiple trades at a price of
$0.2499.
On
October 17, 2022, Mr. Heng Fai Chan sold 20,000 shares of the Issuer’s common stock at a price of $0.1663.
On
October 17, 2022, Mr. Heng Fai Chan sold 25,000 shares of the Issuer’s common stock at a price of $0.2006.
On
October 17, 2022, Mr. Heng Fai Chan sold 10,000 shares of the Issuer’s common stock at a price of $0.2314.
On
October 17, 2022, Mr. Heng Fai Chan sold 7,221,163 shares of the Issuer’s common stock at a price of $0.24.
On
October 17, 2022, GigWorld Inc. purchased 20,000 shares of the Issuer’s common stock for investment purposes at a price of $0.1663.
On
October 17, 2022, GigWorld Inc. purchased 25,000 shares of the Issuer’s common stock for investment purposes at a price of $0.2006.
On
October 17, 2022, GigWorld Inc. purchased 10,000 shares of the Issuer’s common stock for investment purposes at a price of $0.2314.
On
October 17, 2022, GigWorld Inc. purchased 7,221,163 shares of the Issuer’s common stock for investment purposes at a price of $0.24.
Item
5. Interest in Securities of the Issuer
(a)-(b)
The responses to Items 7-13 of the cover pages of this Schedule 13D/A are incorporated herein by reference. Mr. Chan may be deemed to
have voting and dispositive power over the shares of the Issuer’s common stock owned by GigWorld Inc.
(c)
Neither Reporting Person has acquired any shares of the Issuer’s common stock during the previous sixty days, other than (i) the
7,296,163 shares of the Issuer’s common stock described herein , and described in Amendment No. 5 to the Schedule 13D filed
with the Securities and Exchange Commission on October 7, 2022, and (ii) described in Amendment No. 6 to the Schedule 13D filed with the Securities and Exchange Commission on
October 12, 2022.
(d)
None
(e)
N/A
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On
April 22, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with Respect to the securities of the Issuer to the extent required by
applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as
described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer. GigWorld Inc.’s majority shareholder is Alset Inc.
(formerly known as Alset EHome International Inc.). Mr. Chan is, personally and through entities he controls, the largest
shareholder of Alset Inc. Mr. Chan is the Chairman of GigWorld Inc. and the Chief Executive Officer and Chairman
of Alset Inc.
BMI
Capital Partners International Limited is owned by Alset International Limited. Alset International Limited is a subsidiary of Alset
Inc.
LiquidValue
Development Pte Ltd. is a subsidiary of Alset Inc.
Decentralized
Sharing Systems, Inc. is a subsidiary of DSS, Inc. Mr. Chan is personally and through entities he controls, the largest shareholder of
DSS, Inc. Mr. Chan is the Chairman of DSS, Inc.
Item
7. Material to be Filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
October 21, 2022 |
/s/
Heng Fai Ambrose Chan |
|
Name:
|
Heng
Fai Ambrose Chan |
|
GigWorld
Inc. |
|
|
|
|
/s/
Lui Wai Leung, Alan |
|
Name:
|
Lui Wai Leung, Alan |
|
Title: |
Chief Financial Officer |