Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
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VALUE EXCHANGE INTERNATIONAL, INC.
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(Name
of Issuer)
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Common Stock, par value $0.00001 per share
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(Title
of Class of Securities)
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829348 200
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(CUSIP
Number)
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Heng Fai Ambrose Chan
c/o Alset International Limited
7 Temasek Boulevard #29-01B, Suntec Tower One
Singapore 038987
011 65 6333 9181
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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April 12, 2021
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(Date
of Event which Requires Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7 for other parties to whom copies are to be
sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 829348 200
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Heng
Fai Ambrose Chan
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[ ]
(b)
[ ]
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ ]
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Singapore
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
6,500,000(1)
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8
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SHARED
VOTING POWER:
|
|
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9
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SOLE
DISPOSITIVE POWER:
6,500,000(1)
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10
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SHARED
DISPOSITIVE POWER:
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,500,000(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18%(2)
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14
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TYPE OF
REPORTING PERSON (See Instructions)
IN
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(1)
Consists of 6,500,000 shares of common stock, par value $0.00001
per share, of Value Exchange International, Inc. held by GigWorld
Inc.
(2)
Based on 36,156,130 shares of Common Stock
outstanding.
2
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CUSIP No. 829348 200
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GigWorld
Inc.
|
|
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[ ]
(b)
[ ]
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
6,500,000
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|
8
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SHARED
VOTING POWER:
|
|
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9
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SOLE
DISPOSITIVE POWER:
6,500,000
|
|
|
10
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SHARED
DISPOSITIVE POWER:
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,500,000
|
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18%
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14
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TYPE OF
REPORTING PERSON (See Instructions)
CO
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3
Item 1. Security and Issuer
The
title and class of equity securities to which this Schedule 13D
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
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 International
Limited and is the Chairman and Chief Executive Officer of Alset
EHome International Inc. The business address of Alset
International Limited is 7 Temasek Boulevard #29-01B, Suntec Tower
One, Singapore 038987. GigWorld Inc. is a 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
GigWorld
Inc. purchased the Issuer’s common stock.
Item 4. Purpose of Transaction
GigWorld
Inc. purchased 6,500,000 shares of the Issuer’s common stock
for investment purposes. The purchase price was $650,000. Pursuant
to the Securities Purchase Agreement pursuant to which GigWorld
purchased these shares of the Issuer’s common stock, GigWorld
shall be entitled to appoint one member to the Issuer’s Board
of Directors.
Item 5. Interest in Securities of the Issuer
(a)-(b)
The responses to Items 7 - 13 of the cover pages of this Schedule
13D 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 the
6,500,000 shares of the Issuer’s common stock described
herein.
(d)
None
(e)
N/A
4
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 International Limited; Alset International
Limited’s majority shareholder is Alset EHome International
Inc. Mr. Chan is, through an entity he controls, the majority
shareholder of Alset EHome International Inc. Mr. Chan is the
Chairman of GigWorld Inc. and the Chief Executive Officer and
Chairman of each of Alset International Limited and Alset EHome
International Inc.
Item 7. Material to be Filed as Exhibits.
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Joint Filing Agreement dated April 22, 2021 between Heng Fai Chan
and GigWorld Inc.
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5
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.
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Dated:
April 22, 2021
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/s/ Heng Fai Ambrose Chan
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Name:
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Heng
Fai Ambrose Chan
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GigWorld
Inc.
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/s/ Heng Fai Ambrose Chan
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Name:
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Heng
Fai Ambrose Chan
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Title:
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Chairm
an
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6