CORPORATE STRUCTURE AND CASH FLOW

Our corporate organizational chart, as of December 31, 2021, is as follows:





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As of December 31, 2021, the Company have four wholly owned subsidiaries, and two 51% owned subsidiaries. The shares of each of our subsidiaries are owned by the respective entity displayed immediately above that subsidiary. Currently, our corporate structure contains no variable interest entities ("VIE") and we do not intend to enter into any contractual arrangements to establish a VIE structure with any entity in the PRC.

Company is a holding company for its operating subsidiaries.

VEI CHN are investment holding companies, and provides IT Business' services and solutions to the retail sector through its operating subsidiaries located in Hong Kong, PRC, and Philippines.





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VEI SHG, engage in software development, trading and servicing of computer hardware and software activities, in Shanghai, PRC. The two 51% subsidiaries of VEI SHG: 1) VEI HN engages in IT service call-center activities in Hunan, PRC; and 2) SZH engages in IT services in Shanghai, PRC. Approximately 55% of our customer cash inflows have been received by VEI SHG and its subsidiaries.

VEI HKG engages in software development, trading and servicing of computer hardware and software activities in Hong Kong SAR. Approximately 29% of our customer cash inflows have been received by VEI HKG.

TSI engages in software development, trading and servicing of computer hardware and software activities in Philippines. Approximately 16% of our customer cash inflows have been received by TSI.

As such, our Hong Kong subsidiaries, PRC subsidiaries and/or Philippines subsidiary are funded by its own cash inflows or by capital injection from VEI CHN upon necessary. Our subsidiaries occasionally purchase goods or services from intro-group subsidiaries in other geographic location, and payment made directly into the operating subsidiary which providing goods or services.

As of December 31, 2021, none of our subsidiaries have ever faced difficulties or limitations on the ability to transfer cash to another subsidiary. We have implemented 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 with the approval of the competent supervisor are qualified, and then transfer the payment to the cashier upon competent supervisor of the relevant financial staff. Any voucher will be stamped after payment and the payee will sign the request for payment as 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, the cash management procedures is the same as the cash management policies for external payment as set out above.

The following are the aggregate intra-group cash flow for the years ended December 31, 2020 and 2021:





                          Year Ended
                         December 31,
From      To          2021          2020
                       US$           US$
VEI CHN   VEI HKG     946,090             -
VEI HKG   VEI SHG     645,038        11,442
VEI SHG   VEI CHN     346,719             -
VEI SHG   VEI HN      225,840       106,720
VEI SHG   SZH         102,760        20,876
TSI       VEI HKG      37,965        54,267
VEI CHN   TSI          11,223             -
VEI HKG   VEI CHN           -       347,507

We do not anticipate paying cash dividends in the foreseeable future on our common stock. The Company declared and paid a one-time dividend of $0.005 per shares of Common Stock in 2021. The declaration of dividends on any class of shares is within the discretion of our board of directors, subject to the Nevada law, out of legally available funds, and will depend on the assessment of, among other factors, earnings, capital requirements and our operating and financial condition. If we determine to pay dividends on any of our capital stock in the future to our stockholders, we will be dependent on receipt of funds from our operating subsidiaries. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by the Company.





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Item 9c. Disclosure regarding Foreign Jurisdictions that Prevent Inspections. Item 9c is supplemented from disclosures in Form 10-K and Amendment One and revised as to Amendment Number One as follows:

At an August 15, 2022 meeting of the Audit Committee ("Audit Committee") of the Board of Directors of the Company, Mr. Wong Shui Yeung was appointed as Chair of the Audit Committee. As of the date of this Amendment Two, the Audit Committee members are Wong Tat Keung, Wong Shui Yeung (aka Frankie Wong) and Robert Trapp - all of whom are non-executive directors of the Company. The Audit Committee is responsible for monitoring the impact of the Holding Foreign Companies Accountable Act or "HFCAA" and rules promulgated thereunder on the Company and to develop a proposed course of action to avoid "delisting" of Common Stock under the HFCAA.

The Audit Committee will continue to monitor developments and will continue to evaluate available options for full compliance with the HFCAA within the requisite timeframe, including designing and implementing business processes and other changes that are intended to enable the Company to engage an independent public accounting firm that satisfies the PCAOB inspection requirements under HFCAA.

The Audit Committee and the Company have not engaged a new public auditor or ended the existing engagement of the current public auditor as of the date of the filing of this Amendment Two. The intent of the Company as of the date of the filing of this Amendment Two is not have its Common Stock delisted from OTC Venture Market under the HFCAA and applicable SEC rules, or also being barred from listing or quotation on other U.S. national quotation systems or U.S. national securities exchanges, as a result of HFCAA and related rules requirements.

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