Response to SGX Queries::

JASPER INVESTMENTS LIMITED

(Company Registration No. 198700983H)

RESPONSE TO SINGAPORE EXCHANGE SECURITIES TRADING LIMITED'S

QUERIES ON THE ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021

The Board of Directors (the "Board") of Jasper Investments Limited (the "Company") wishes to respond to comments received on 1 November 2021 from the Singapore Exchange Securities Trading Limited (the "SGX-ST") in relation to the annual report released by the Company in respect of the financial year ended 31 March 2021.

SGX-ST Query 1

It is noted that the Company's independent auditor has issued a disclaimer of opinion, which includes "Going concern" as a basis for the disclaimer of opinion in the independent auditor's report. Please address the following queries:-

1. the Board of Directors' assessment of the Group's ability to continue operating as a going concern and the bases for the said assessment;
2. the Board of Directors' opinion as to whether trading of the Company's shares should be suspended pursuant to Listing Rule 1303(3) and the bases of its views; and
3. the Board of Directors' confirmation as to whether all material disclosures have been provided for trading of the Company's shares to continue in an orderly manner; and the bases for its views.

Board's Response

1. The Management of the Company ("Management") has been taking steps to source for new marine transportation contracts as well as other projects that are in line with the Group's ordinary business by engaging with consultants and contractors within the business network of the Company's directors, controlling shareholder and business associates and who have the potential of awarding jobs to the Group.
   As further announced on 28 July 2021 (SGXNET Announcement Reference No. SG210728OTHR3RYK, the "SCFA Announcement"), the Company has also entered into the Strategic Collaboration Framework Agreement pursuant to which the Company and Riau Capital Resources Pte. Ltd. have agreed to collaborate on, among others, the undertaking as well as expansion and growth of the Existing Business and the Expansionary Business (as respectively defined in the SCFA Announcement).
   Discussions between the Management with a number of prospective business partners are taking place (including one which is in advanced stage) and the Company is cautiously optimistic that it would be able to conclude new contracts and initiatives within the next three months barring any unforeseen circumstances.
   In the meantime and as announced on 16 August 2021 (SGXNET Announcement Reference No. SG210816OTHR8W7E, the "S$1.2 million CLN Announcement"), the Company has secured a funding commitment for a total of S$1,200,000 through the proposed issuance of a convertible loan note convertible into 380,952,381 new ordinary shares in the capital of the Company, of which a total amount of S$800,000 has already been disbursed to the Company for its use. The Company has also received a confirmation from Riau Capital Resources Pte. Ltd. that it or its affiliate ("RCR") remains keen on completing the subscription of the 811,111,111 new ordinary shares in the capital of the Company (as referred to in the S$1.2 million CLN Announcement), which subscription (if completed) would raise further funding for the Group. The Company is awaiting for RCR to come back with a definitive timeline.

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The Board is pleased to inform Shareholders that all aged accounts payables which were previously due and payable have been fully settled and that all accounts payables on the books of the Group are current as at the date of this Announcement.

1. Taking into consideration the above including the fact that there is sufficient financial support to maintain the Company as a going-concern as at the date of this announcement, the Board is of the opinion that that trading of the Company's shares should not be suspended. With the efforts of the Management to scale up the commercial activities of the Group in the short-term, the Board is of the view that a suspension of trading of the Company's shares would affect the Group's ability to raise funds from the capital markets to support the expansion and growth of the Group's business.
2. The Board confirms that the Company has disclosed all material information that it has on hand and that sufficient information has been disclosed to enable trading of the Company's shares to continue in an orderly manner. The Board is watching closely the developments in and the progress of the discussions that the Management is undertaking with prospective business partners and will provide timely updates to Shareholders through disclosures via the SGXNET as and when appropriate or required.

SGX-ST Query 2

Listing Rule 1207(6)(b) provides that the annual report must contain enough information for a proper understanding of the performance and financial conditions of the issuer and its principal subsidiaries, including at least the following:- Confirmation by the audit committee that it has undertaken a review of all non-audit services provided by the auditors and they would not, in the audit committee's opinion, affect the independence of the auditors.

Company's Response

The Company wishes note that no no-audit service was provided by the auditors for the financial year ended 31 March 2021. Accordingly, no assessment on whether any non-audit services provided by the auditors would affect their independence was necessary.

SGX-ST Query 3

Listing Rule 1207(10C) provides that the annual report must contain enough information for a proper understanding of the performance and financial conditions of the issuer and its principal subsidiaries, including at least the following:- Audit committee's comment on whether the internal audit function is independent, effective and adequately resourced. Please provide the disclosure as required under Listing Rule 1207(10C). Please also provide information on whether the head of the internal audit function team has the relevant experience and qualifications.

1. As the operations of the Group had been at a minimal level for the financial year ended 31 March 2021 ("FY2021"), the internal audit review had focused on the cash-flow control and use of available cash.
2. The Board and Management confirm that they are fully cognizant of the need to report to the Audit Committee any material non-compliance and internal control weakness noted in the course of the internal audit review to the Audit Committee together with recommendations (including recommendations by the Company's external auditors, as necessary) to address any such non-compliance or weakness. The Audited Committee has noted that no material non-compliance or internal control weakness had been reported for FY2021.
3. As the operations of the Group had been at a minimal level for the past financial year, taking into consideration the scale the current operations of the Group as well as simplification of the corporate structure of the Group, the Board is of the opinion that having the then independent Chairman of the Company, Mr. Chan Wai Kwong Michael, to carry out the internal audit reviews on a quarterly basis in tandem with the review of the financial statements with emphasis on the cashflow control and use of available cash would meet the objective of Rule 719(3). The Board has directed the Management to either: (i) employ an internal auditor who

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will report to the Audit Committee; or (ii) engage an independent third party firm that provides internal audit services in due course as the Group is preparing for a scale-up in its business activities. In the interim, Mr. Rajan Ganapathy, the current independent Chairman of the Company and who has the requisite experience and expertise in the areas of internal audit and internal controls in the banking industry, has taken over and will carry out the internal audit oversight and function.

1. The Management confirms that it has reviewed all significant control policies and procedures and has highlighted all significant matters to the Board and the Audit Committee.

SGX-ST Query 3

Listing Rule 704(6) provides that in addition to Rule 703, an issuer must immediately announce the following:- If an issuer has previously announced its preliminary full-year results, any material adjustments to its preliminary full-year results made subsequently by auditors. Please clarify as to whether and how the Company has complied with Listing Rule 704(6)?

Company's Response

The Board notes that there had not been any material adjustments to the Company's preliminary full- year results made subsequently by auditors. That said, the Board would like to note that the currency in which the financial information is presented in the published audited financial statements is in United States Dollars (as opposed to Singapore Dollars in the case of the Company's preliminary full year results as announced) as per the guidance of the auditors and taking into account the Singapore Financial Reporting Standards (International). The Board would like to further note that the review of the performance of the Group as set out in section 8 of the Company's preliminary full-year results remain accurate and correct notwithstanding the aforesaid.

By Order of the Board

Kenneth Lai Wing Chong

Executive Director and Chief Executive Officer

4 November 2021

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