Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

As reported below in Item 5.07, the shareholders of the Value Exchange International, Inc., a Nevada corporation, ("Company") ratified the 2022 Equity Incentive Plan for non-director participants of the Company at the 2022 Annual Meeting of Shareholders held on July 18, 2022. The 2022 Equity Incentive Plan is attached as Attachment Two to, and is summarized in, the Company's Annual Meeting Proxy Statement that was filed with the Commission on May 26, 2022.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

The Company's Board of Directors revised Article I.03 of the Bylaws, which were drafted in 2007, on July 13, 2022, by unanimous written consent, which amendment conformed the article to current Nevada statutory provisions. The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to Bylaws, a copy of which is attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of the Company (Annual Meeting) was held remotely on July 18, 2022. At the Annual Meeting, VEII's shareholders voted on the following four proposals and cast their votes as described below.

1. Proposed amendment to Amended Articles of Incorporation of Company to increase


    the authorized number of shares of capital stock to 600 million by increasing
    the authorized shares of Common Stock from 100 million to 500 million was
    approved.




   For     Against Abstain Broker Non-Vote

24,226,303 460,386   -0-        8,206

2. The individuals listed below who received a majority of the votes cast "For"


    were elected at the Annual Meeting to serve as directors of the Company until
    their successors are duly elected and qualified at 2023 Annual Meeting of
    Shareholders of the Company:




Nominee               For        Withheld/Against Broker Non-Vote
Chan Heng Fai Ambrose 22,606,750 4,433            2,083,712
Tsang Po Yee Bella    22,604,750 6,433            2,083,712

Tan Seng Wee Kenneth 20,041,025 2,570,158 2,083,712 Lee Yuen Fong Calinda 22,606,750 4,433

            2,083,712
Robert Trapp          22,606,750 4,433            2,083,712
Lum Kan Fai Vincent   22,604,750 6,433            2,083,712
Wong Shui Yeung       22,604,750 6,433            2,083,712
Wong Tat Keung        22,604,750 6,433            2,083,712
Johan Pehrson         778,279    21,832,904       2,083,712

3. A management proposal to ratify the appointment of Zhen Hui CPA as Company's


    independent registered public accounting firm for 2022 was approved.




For        Against Abstain
24,577,656 17,134  100,105




4.    Ratification of the Company's 2022 Equity Incentive Plan was approved.



For        Against Abstain
22,492,123 18,955  100,105

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



3.2   Amended Article I.03 to Bylaws
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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