Change - Announcement of Appointment::Appointment of Non-Executive Non-Independent Director

Issuer & Securities

Issuer/ Manager
JASPER INVESTMENTS LIMITED
Securities
JASPER INVESTMENTS LIMITED - SG1W79939920 - FQ7
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
26-Sep-2023 07:17:40
Status
New
Announcement Sub Title
Appointment of Non-Executive Non-Independent Director
Announcement Reference
SG230926OTHRU6XI
Submitted By (Co./ Ind. Name)
Ng Joo Khin
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)

Please see particulars of Mr Chan Kern Miang in relation to his appointment to the Board of the Company as a Non-Executive and Non-Independent Director.

Additional Details

Date Of Appointment
17/10/2023
Name Of Person
CHAN KERN MIANG
Age
62
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
In connection with the intended appointment of Mr Chan Kern Miang to the Board with effect from 17 October 2023, the Board has taken into consideration the strategic collaboration entered into between the Company and Berlitz Marine Pte Ltd (Berlitz) pursuant to the Strategic Collaboration Framework Agreement dated 20 September 2023 as well as the extensive expertise and track record of Mr Chan in the marine and offshore industry (including the shipping and shipbuilding sectors generally) and the fact that the admission of Mr Chan to the Board as a member would enable the Company to benefit from the advice and expertise of Mr Chan as well as his network of customers, suppliers and service providers. The Board has also taken into consideration the proposed subscription by Mr Chan and his family (through his family investment company, Link Well International Ltd) of the convertible loan note in principal amount of SGD220,000 as well as additional securities of the Company to be issued as part of the consideration payable for the acquisition of vessels from Berlitz.
Whether appointment is executive, and if so, the area of responsibility
The appointment is non-executive.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Executive and Non-Independent Director.
Professional qualifications
Bachelor of Arts and Master of Business Administration.
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries
Nil
Conflict of interests (including any competing business)
Mr Chan and his family are owners of the Berlitz and its group of companies (together, the Berlitz Marine Group) which are in strategic collaboration with the Company, managing and operating vessels in the marine and offshore industry. To the extent that the business of Berlitz Marine Group overlaps with that of the Company and its subsidiary (the Group), appropriate protocols (as part of internal control measures) would be put in place to mitigate any conflict or potential conflict of interests arising as a result of such overlaps.
Working experience and occupation(s) during the past 10 years
1993 - present

More than 15 years of managing various type of businesses, including in oil and gas sector, hospitality, natural resources trading and sea transports, private equity investments, shipbuilding, real estate investments, wastewater management.
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
Yes
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Mr Chan through his family-owned investment company, Link Well International Ltd, has committed to subscribe for convertible loan note in the principal amount of SGD220,000 together with interest accrued that would be convertible into 202,666,667 shares.
Other Principal Commitments* Including Directorships#
*"Principal Commitments" has the same meaning as defined in the Code
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8).
Past (for the last 5 years)
PT Red Planet Indonesia TBK
Red Planet Holdings Pte Ltd
Red Planet Holding (Korea) Pte Ltd
Red Planet Hotels Limited
Cahaya Towage Pte Ltd
Wecoy Energy Pte Ltd
Wecoy Lines Pte Ltd
Wecoy Services Pte Ltd
Wecoy Marine Pte Ltd
Wecoy Holdings Pte Ltd
Berlitz Offshore Inc.
Metico Petrochemical Pte Ltd
Present
Berlitz Group of Companies, namely:

Berlitz Offshore Limited
Berlitz Continental Pte Ltd
Berlitz Marine Pte Ltd
Bes Sincere Pte Ltd
Bes Savvy Pte Ltd
Bes Power Pte Ltd
Bes Solar Pte Ltd
Bes Sparkle Pte Ltd
Bes Regent Pte Ltd
Bes Trust Pte Ltd
Berlitz Services Pte Ltd
Bes Trust (Japan) Ltd

Metico Marketing Pte Ltd
Link Well International Pte Ltd
Water Wheel Technologies Pte Ltd
Berlitz Offshore Sdn Bhd
Bes Offshore Integrated Sdn Bhd
Blue Ocean Services K Ltd
Aim Marine Assets Ltd
Ace International Marine Ltd
Metico Marine Pte Ltd
Link United International Pte Ltd
W S Resources Pte Ltd
PT Metico Mega Marin
Beetown World Ltd
One Water Group Ltd
Savannah Offshore Ltd Inc
Rising Sun Offshore Ltd
M & A (02) Pte Ltd
M & A (73) Pte Ltd
Oceanica Pte Ltd
Blue Equator Services Ltd
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
No
(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
No
(c) Whether there is any unsatisfied judgment against him?
No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
No
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
No
(h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
No
(i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :-
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
No
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
No
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
No
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
No
(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
Yes
If Yes, Please provide full details
In 2012, the Monetary Authority of Singapore issued a warning in relation to a delay in notifying a change of shareholding interest in a listed company as a result of a share swap transaction, which delay was inadvertent as Mr Chan, due to a family bereavement, had not then taken note of a notification issued by the listed entity in time to in turn notify the listed entity on-time of such change in shareholding interest.
Disclosure applicable to the appointment of Director only.
Any prior experience as a director of an issuer listed on the Exchange?
No
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange
Arrangement will be made for Mr Chan to attend the Listed Entity Director Programme conducted by Singapore Institute of Directors. Pending attendance at the aforesaid programme, arrangement will be made for the legal counsel of the Company to provide an initial briefing on the roles and responsibilities of a director of an entity listed on the Singapore Exchange Securities Trading Limited.
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable)
N.A.