United States securities and exchange commission logo
November 17, 2022
Channing Au
Chief Financial Officer
Value Exchange International, Inc.
Unit 602, Block B, 6 Floor, Shatin Industrial Centre
5-7 Yuen Shun Circuit
Shatin, N.T., Hong Kong SAR
Re: Value Exchange
International, Inc.
Amendment No. 2 to
Form 10-K for the Year Ended December 31, 2021
Filed September 15,
2022
File No. 000-53537
Dear Channing Au:
We have reviewed your September 15, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 10, 2022 letter.
Amendment No. 2 to Form 10-K for the Year Ended December 31, 2021
Cash Flow, page 2
1. We note the
cross-reference to your disclosure in the Management's Discussion and
Analysis section.
Please prominently disclose in this section a clear description of how
cash is transferred
through your organization. Quantify any cash flows and transfers of
other assets by type
that have occurred between the holding company and its subsidiaries,
and direction of
transfer. Quantify any dividends or distributions that a
subsidiary has made to
the holding company and which entity made such transfer, and
their tax consequences.
Similarly quantify dividends or distributions made to U.S.
investors, the source,
and their tax consequences. In this regard, we note your disclosure
on page 29 only
addresses cash flows among your subsidiaries. Your disclosure should
Channing Au
FirstName LastNameChanning Au
Value Exchange International, Inc.
Comapany 17,
November NameValue
2022 Exchange International, Inc.
November
Page 2 17, 2022 Page 2
FirstName LastName
make clear if no transfers, dividends, or distributions have been made
to date. Describe
any restrictions on your ability to transfer cash between entities,
across borders, and to
U.S. investors under Hong Kong or PRC law. Describe any restrictions
and limitations on
your ability to distribute earnings from the company, including your
subsidiaries, to the
parent company and U.S. investors under Hong Kong or PRC law. In this
regard, we note
your disclosure only states that "none of [y]our subsidiaries have
ever faced difficulties or
limitations on the ability to transfer cash to another subsidiary,"
rather than describing the
regulatory framework and that you do not address distributions to or
from the holding
company and U.S. investors.
2. Please amend your disclosure here to state that, to the extent cash in
the business is in the
PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be
available to fund
operations or for other use outside of the PRC/Hong Kong due to
interventions in or the
imposition of restrictions and limitations on the ability of you or
your subsidiaries by the
PRC government to transfer cash. The disclosure should state that
there is no assurance
the PRC government will not intervene in or impose restrictions on the
ability of you or
your subsidiaries to transfer cash. Include comparable disclosure in
the summary risk
factors and risk factors sections and provide cross-references to
these other discussions in
this section.
3. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, or investors, summarize the policies
in this section and
disclose the source of such policies (e.g., whether they are
contractual in nature, pursuant
to regulations, etc.); alternatively, state that you have no such cash
management policies
that dictate how funds are transferred.
Explanatory Note, page 3
4. We note you exclude Hong Kong from your definition of "China" on page
3. Please revise
to clarify that the legal and operational risks associated with
operating in China also apply
to any operations in Hong Kong.
Item 1. Business: Corporate Structure, Government Regulation and Related Legal
Issues, page 4
5. Revise your organizational chart on page 5 to identify the persons or
entities that own the
remaining equity in VEI HN and SZH.
Certain Chinese and Hong Kong Laws and Regulations, page 8
6. We note your disclosure that counsel has advised the Company that "the
laws and
regulations of China do not currently have any material impact on
Company s business,
financial condition or results of operations," and that "the Company
and its operations are
not currently subject to or materially impacted by the Chinese
cybersecurity-data
laws." The disclosure here should not be qualified by materiality.
Please make appropriate
revisions to your disclosure.
Channing Au
Value Exchange International, Inc.
November 17, 2022
Page 3
7. We note your disclosure that "to operate [y]our general business
activities currently
conducted in China, [y]our relevant Chinese subsidiaries may also be
required to obtain
other permits from the Chinese government." Please confirm that you have
received each
permission or approval that you, your subsidiaries, or the VIEs are
required to obtain from
Chinese authorities to operate your business and to offer the securities
being registered
to foreign investors and that all such licenses, permits, and approvals
are disclosed in your
filing.
U.S. Laws: The Holding Foreign Companies Accountable Act (the HFCAA"), page 12
8. State that you have been included on the conclusive list of issuers
identified under the
HFCAA on our website, and acknowledge the ramifications of such
identification,
including volatility in the trading price of your securities.
Additionally, when discussing
the PCAOB Statement of Protocol, please also discuss that the PCAOB will
be required to
reassess its determinations by the end of 2022.
Item 1A. Risk Factors
Operational and Legal Risks Associated with being a U.S. Public Company with
Chinese-Based
and Hong Kong-Based Operations, page 17
9. Include a cross-reference to the relevant individual detailed risk factor
in your risk factor
summary.
General
10. We note your disclosure on page 23 that your directors are either
permanent residents or
citizens of, and reside in, Hong Kong, China or Singapore, except for
director Robert
Trapp, who is a citizen and resident of the United States. Please revise
to include a
separate Enforceability section consistent with Item 101(g) of
Regulation S-K and
identify the directors, officers, and members of senior management
located in the PRC or
Hong Kong.
Please contact Taylor Beech at 202-551-4515 or Donald Field at
202-551-3680 with any
questions.
Sincerely,
FirstName LastNameChanning Au
Division of
Corporation Finance
Comapany NameValue Exchange International, Inc.
Office of Trade &
Services
November 17, 2022 Page 3
cc: Paul Richter
FirstName LastName