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.
Item 7.01. Regulation FD Disclosure.
On 12 April 2022, the Company issued a press release announcing the appointment
Mr. Robert Trapp, Mr. Wong Shui Yeung and Mr. Wong Tat Keung to the Board, a
copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in Exhibit 99.1 hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Exhibit Description
99.1 Press Release, dated 12 April 2022, by Value Exchange International,
Inc. announcing appointment of three new directors.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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