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CORRESP
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Value Exchange International, Inc.

Unit 602, Block B, 6 Floor, Shatin Industrial Centre

5-7 Yuen Shun Circuit, Shatin, N.T., Hong Kong
SAR

Telephone: (852) 29504288

VIA EDGAR - CONFIDENTIAL SUBMISSION - CORRESPONDENCE

December 30, 2022

Taylor Beech, Attorney

Office of Trade and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Value Exchange International, Inc.

SEC Comment Letter, dated 19 November 2022, on Amendment No. 2 to Form
10-K/A for the Fiscal Year Ended December 31, 2021, Filed September 15, 2022, File No. 000-53537

Dear Ms. Beech:

Below are the responses of Value Exchange International,
Inc. (“Company”) to the Comment Letter by the SEC Staff (“Staff”), dated November 19, 2022 and received by the
Company on December 9, 2022, (“Comment Letter”) on the Company’s Amendment No. 2 to the Form 10-K/A for the fiscal year
ended December 31, 2021 (“Amendment No. 2”).

Each comment of the Staff in the Comment Letter
is set forth below and is followed by the Company’s corresponding response. For ease of reference, the headings and numbered paragraphs
below correspond to the headings and numbered comments in the Comment Letter.

1) SEC Comment: 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 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.

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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.

Company Response: Company respectfully
acknowledges the Staff’s comments and advises the Staff that the Company will revise its disclosures in future Annual Reports on
Form 10-K and, if and as appropriate, in future Quarterly Reports on Form 10-Q, to make the requested disclosures in Items 1, 2 and 3
above. Company undertakes to update sections referenced above in Items 1, 2 and 3 as shown in Appendix 1/2/3 hereto.

4) SEC Comment - 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.

Company Response: Company respectfully acknowledges the Staff’s
comments and advises the Staff that the Company will revise its disclosures in definition section and other pertinent sections of future
Annual Reports on Form 10-K to include the clarification about legal and operational risks of operating in China also applying to operations
in Hong Kong. Company undertakes to revise said sections in future Annual Reports on Form 10-K as shown in Appendix 4 hereto.

5. SEC Comment: 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.

Company Response: Company respectfully
acknowledges the Staff’s comments and advises the Staff that the Company will revise its disclosures in corporate organizational
charts in future Annual Reports on Form 10-K to state the equity ownership in VEI HN and SZH (as well as in any other Company subsidiary
or joint venture) owned by equity holders other than the Company. Company undertakes to revise disclosures about equity in VEI HN and
SZH as shown in Appendix 5 hereto.

6. SEC Comment – 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.

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Company Response: Company respectfully acknowledges the Staff’s
comments and advises the Staff that the Company will revise its disclosures about Chinese and Hong Kong laws and regulations in future
Annual Reports on Form 10-K to exclude any “materiality” qualifier. Company undertakes to revise such disclosures in future
Annual Reports on Form 10-K as shown in Appendix 6 hereto.

7) SEC Comment 7, page 9. 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.

Company Response: Company respectfully
acknowledges the Staff’s comments and advises the Staff that the Company will revise future disclosures about required licenses
and permits to disclose whether the Company and its subsidiaries have all required licenses and permits required by local government to
operate their respective businesses in those locations as well as to offer and sell Company securities to non-Chinese/non-Hong Kong investors.
Company undertakes to revise future disclosures about necessary licenses and permits as shown in Appendix 7 hereto.

Please note that, as stated on page 4 of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 1, 2021, the Company is not structured to be a primary beneficiary of a
variable interest entity or “VIE”.

8) SEC Comment: U.S. Laws: The Holding Foreign Companies Accountable
Act (the HFCAA"), page 12 (“U.S. Laws section”).

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.

Company Response: Company respectfully
acknowledges the Staff’s comments and advises the Staff that the Company will post on the Company website: (1) Company’s being
conclusively identified by the SEC as a Commission Identified Issuer; (2) acknowledge the ramifications of being a Commission Identified
Issuer, including volatility in trading price of Company securities; and (3) disclose (on the website and in disclosures in future Annual
Reports on Form 10-K) about PCAOB reassessing its determination of public auditors who cannot be fully investigated and audited by PCAOB
by end of 2022. Company undertakes to make these disclosures as shown in Appendix 8 hereto.

Staff has not requested that we address or update
disclosures based on the December 15, 2022 announcement by the Public Company Accounting Oversight Board or “PCAOB” that it
is revoking its prior determination that the PCAOB is unable to fully investigate and audit public auditors in Hong Kong or China. Further,
Company’s public auditor purportedly received the following 19 December 2022 email from the SEC: “This message is to notify
your firm that the Public Company Accounting Oversight Board (“PCAOB” or “Board”) has vacated the December 16,
2021 determination, made pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”), 15 U.S.C. § 7214(i)(A)(2),
and PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, to which your firm was subject.  The
Board’s decision means that your firm is not subject to any HFCAA determination currently in effect.  As the firm’s primary
contact with the Board, you are receiving a courtesy copy of the Board’s determination report, which is publicly available on the
HFCAA page of the PCAOB website. No action is required of your firm as a result of the Board’s decision.”  Of course,
the Company will address these new developments in any future disclosures in Annual Report on Form 10-K filings to disclose the current status of the Company under the HFCAA and underlying SEC rules.

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9) SEC Comment: 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.

Company Response: Company undertakes to
make the requested cross references in summary list of risk factors to relevant detailed risk factors in Item 1A. Risk Factor sections
of future Annual Reports on Form 10-K and in Risk Factors stated in future Quarterly Reports on Form 10-Q.

Appendix 9 sets forth an example of future cross-reference
to detailed risk factors in the summary risk factors.

10) SEC Comment - 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.

Company Response: Item 101(g) of Regulation S-K applies to foreign
private issuers. The Company is not a foreign private issuer. However, the Company undertakes to make the requested disclosures about
the Hong Kong or Chinese residency of directors and senior officers in future discussion of risk factors relating to obtaining service
of process on and asserting legal claims against directors and senior officers who reside in China or Hong Kong.

Company undertakes to make these requested disclosures in future Annual
Reports on Form 10-K as shown in Appendix 10 hereto.

Conclusion. We hope that the forgoing has
been responsive to the SEC Staff’s comments. We look forward to resolving the Staff comments and any further Staff comments in an
expeditious manner.

Please direct any correspondence to Channing Au,
Chief Financial Officer, at email: Channing.AU@value-exch.com. In the United States, the
Company’s contact is Paul W. Richter, PW Richter plc, Telephone: (703) 725-7299 or email: pwr@pwrichtersec.com.
Mr. Richter is outside legal counsel to the Company on select U.S. legal matters.

Sincerely,

/s/ Channing Au

Channing Au

Chief Financial Officer

cc: Robert H. Trapp, Director & Audit Committee
Member; Wong Tat Keung, Director & Audit Committee Member; and Wong Shui Yeung, Director & Audit Committee Member

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APPENDICES

Appendix 1/2/3

Cash Flow. Regarding the cash transfer
throughout our organization, we have implemented internal cash management policies for all of our subsidiaries, which require the relevant
financial staff to verify that the relevant documents issued by the requesting staff are approved by a supervisor and are qualified for
distribution under internal accounting rules, and then the actual distribution requires the approval of a competent supervisor of the
relevant financial staff. Any voucher will be stamped after payment and the payee will sign the request for payment as a receipt. In addition,
all payments shall be made by remittance, crossed and stamped non-endorsed transfer cheques, except for certain specified cash payables.
When transferring any inter-group funds or to our investors, the cash management procedures is the same as the cash management policies
for external payment to payees as set out above.

As such, our Hong Kong subsidiaries, Chinese subsidiaries
and our Philippines subsidiary are funded by their respective internal cash inflows or, when necessary, by capital injection from VEI
CHN. Our subsidiaries occasionally purchase goods or services from intra-group subsidiaries in other geographic location, and payment
is made directly into the operating subsidiary which is providing goods or services.

None of the Company or its consolidated subsidiaries
have ever faced difficulties, restrictions or limitations on the ability to transfer cash which have been made between the Company, our
subsidiaries in different jurisdiction, or to our U.S. investors due to any reasons, including but not limited to the interventions in
or the imposition of restrictions and limitations by the Hong Kong or Chinese law or regulation governing the transfer of cash. However,
there can be no assurance that there will not be additional or new laws, rules and regulations promulgated by, or other actions taken
by, the Hong Kong or Chinese government authorities, which may lead to potential intervention affecting or imposition of restrictions on the ability of
the Company or our subsidiaries to transfer cash. In such events, our business, financial condition and results of operations may be materially
and adversely affected. For a description of the risks facing the Company associated with our structure, please refer to “Item 1A.
Risk Factors – Risks Related to Doing Business in China and Hong Kong” below at page ** and further description of Chinese
Laws and Regulations in Item 1 Business at page **.

Except for the following aggregate intra-group
cash flow, there were no other transfers of assets which have been made between our holding company or our subsidiaries, for the years
ended De