Item 4.01 Change in Registrant's Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm.

On May 25, 2023, Value Exchange International, Inc. (the "Company") ended the engagement of Zhen Hui Certified Public Accountants ("Zhen Hui") as the Company's independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company approved the ending of the engagement of Zhen Hui as public auditors.

The reports of Zhen Hui on the Company's financial statements for each of fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through May 25, 2023, there were no known disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Zhen Hui on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Zhen Hui's satisfaction, would have caused Zhen Hui to make reference to the subject matter of the disagreement in connection with its audit reports.

The Company provided Zhen Hui with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Zhen Hui furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements in this Item 4.01(a). Zhen Hui's letter, dated May 29, 2023, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New Independent Registered Public Accounting Firm.

On May 25, 2023, the Company's Board of Directors ratified the appointment of Grassi & Co., based in New York, New York, ("Grassi") as the Company's new independent registered public accounting firm, effective as of May 25, 2023. The Audit Committee of the Board of Directors of the Company reviewed, approved and recommended the appointment of Grassi on May 18, 2023.

During the fiscal year ended December 31, 2022 and the period from January 1, 2023 through May 25, 2023, neither the Company, nor anyone acting on its behalf, consulted with Grassi regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and Grassi did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
16.1            May 29, 2023 Letter from Zhen Hui Certified Public Accountants
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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