Date: 10th April 2025
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
JB CONNECT LTD.
Notice is hereby given to all the members of the Board of Directors of JB Connect Ltd. that a Meeting of the Board of Directors of the Company will be held on 5th May 2025 at 11:00 A.M. at Tower- 52, Level- 4, Road-11, Block-C, Dhaka-1213, Bangladesh to consider the following agenda:
To discuss and consider the Minutes of the last Board Meeting.
To discuss and consider the share transfer of Mr. Kengo Ohtsuka 49,500 (Forty Nine Thousand Five Hundred), Mr. Kazuma Hashimoto 50,600 (Fifty Thousand Six Hundred) and Mr. Tetsuya Kawa 8,800 (Eight Thousand Eight Hundred) to BBS TECH GLOBAL PTE. LTD. (Represented by Mr. Kazuma Hashimoto).
To discuss and consider the resignation of Mr. Kazuma Hashimoto from the Post of Director of the company.
To discuss the appointment of Mr. Kazuma Hashimoto (Representative of BBS TECH GLOBAL PTE. LTD.) as the Director of JB Connect Ltd.
Any other matters with the permission of the Chair.
All Members are requested to attend the meeting.
√
______________
Kengo Ohtsuka
Managing Director
JB Connect Ltd.
Copy to: All Members are requested to attend the meeting.
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
JB CONNECT LTD.
The Board Meeting of JB Connect Ltd. was held on 5th May 2025 at 11:00 A.M. at Tower-52, Level-4, Road-11, Block-C, Dhaka-1213, Bangladesh.
The following Members/Directors were present in the Meeting:
Sl. No.
Name
Designation
Signature
01
Kengo Ohtsuka
Managing Director
🗸
02
Kazuma Hashimoto
Director
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03
Tetsuya Kawa
Shareholder
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Mr. Kengo Ohtsuka, Managing Director of the company elected as Chairman of the meeting and the chairman presided over the Meeting.
Being satisfied with the attendance required for quorum to hold Board Meeting the meeting Chairman called the meeting to order and started the proceedings of the meeting.
Proceeding:
The notice of the meeting was read out, and the agendas were taken up for consideration:
Agenda No– 01: To discuss and consider the Minutes of the last Board Meeting:
The minutes of the last Board Meeting were read out and approved unanimously.
Agenda No–02: To discuss and consider the share transfer of Mr. Kengo Ohtsuka, 49,500 (Forty Nine Thousand Five Hundred), Mr. Kazuma Hashimoto, 50,600 (Fifty Thousand Six Hundred) and Mr. Tetsuya Kawa, 8,800 ( Eight Thousand Eight Hundred) to BBS TECH GLOBAL PTE. LTD. (Represented by Mr. Kazuma Hashimoto):
The meeting Chairman informed that existing shareholders provided the notice for the sale of their shares as follows: Mr. Kengo Ohtsuka, 49,500 (Forty Nine Thousand Five Hundred), Mr. Kazuma Hashimoto, 50,600 (Fifty Thousand Six Hundred) and Mr. Tetsuya Kawa, 8,800 (Eight Thousand Eight Hundred) ordinary shares of Tk. 100 each. But existing shareholders were not interested in purchasing this offering.
The meeting Chairman also informed the Board that, the existing shareholders of the Company expressed their inability to purchase a total of 108,900 shares through letters. They have also issued written consent “no objection” regarding offering of these 108,900 numbers of ordinary shares to the outsider.
BBS TECH GLOBAL PTE. LTD. (Representated by Mr. Kazuma Hashimoto) outsider of the Company has expressed their interest in purchasing these shares i.e., 108,900 ordinary shares of Tk. 100 each as follows:
Thus, the acceptance of the right share position stands as under:
SL. No.
Name
No. of Shares of Tk. 100 each
Amount (TK.)
1.
BBS TECH GLOBAL PTE. LTD.
Representated by Mr. Kazuma Hashimoto
108,900
10,890,000.00
Total
108,900
10,890,000.00
Mr. Kengo Ohtsuka, 49,500 (Forty Nine Thousand Five Hundred), Mr. Kazuma Hashimoto 50,600, (Fifty Thousand Six Hundred) and Mr. Tetsuya Kawa, 8,800 ( Eight Thousand Eight Hundred) agreed to sell their total 108,900 (One Lac Eight Thousand Nine Hundred) ordinary shares to BBS TECH GLOBAL PTE. LTD. (Represented by Mr. Kazuma Hashimoto) an outsider of the Company, and BBS TECH GLOBAL PTE. LTD. agrees to buy the said 108,900 (One Lac Eight Thousand Nine Hundred) shares from the said transferors on consideration of the face value of the said shares.
After the discussion, the Board of Directors approved the transfer of 108,900 ordinary shares of Tk. 100 each by sale to BBS TECH GLOBAL PTE. LTD. an outsider of the Company which was previously owned by Mr. Kengo Ohtsuka, 49,500 (Forty Nine Thousand Five Hundred), Mr. Kazuma Hashimoto, 50,600 (Fifty Thousand Six Hundred) and Mr. Tetsuya Kawa, 8,800 (Eight Thousand Eight Hundred) and it was resolved as under:
“RESOLVED THAT; Transfer of 108,900 ordinary shares each from Mr. Kengo Ohtsuka 49,500 (Forty Nine Thousand Five Hundred), Mr. Kazuma Hashimoto 50,600 (Fifty Thousand Six Hundred) and Mr. Tetsuya Kawa 8,800 ( Eight Thousand Eight Hundred) to BBS TECH GLOBAL PTE. LTD. (Represented by Mr. Kazuma Hashimoto) by way of purchase is hereby approved and accepted.”
Details regarding the shares transferred are shown below:
Sl. No.
Name of Transferor
Name of Transferee
No. of Shares Transferred
Distinctive
No.
Face value of each share
Total value of shares
01.
Mr. Kengo Ohtsuka
BBS TECH GLOBAL PTE. LTD. (Represented by Mr. Kazuma Hashimoto)
49,500
1101- 50600
100/-
4,950,000/-
02.
Mr. Kazuma Hashimoto
BBS TECH GLOBAL PTE. LTD. (Represented by Mr. Kazuma Hashimoto)
50,600
50601-101200
100/-
5,060,000/-
03.
Mr. Tetsuya Kawa
BBS TECH GLOBAL PTE. LTD. (Represented by Mr. Kazuma Hashimoto)
8,800
101201-110000
100/-
880,000/-
Total :
108,900 Shares
Taka 10,890,000/-
The Board of Directors requested the Transferors and Transferee to complete all the formalities, including completing the Instruments of Share Transfer in Form No. -117 and Affidavits, so that necessary action may be taken by the Company to register the transfer of shares and modify the shareholding position.
Agenda No–03: To discuss and consider the resignation of Mr. Kazuma Hashimoto from the Post of Director of the company.:
The Chairman informed the Board about the resignation of Mr. Kazuma Hashimoto from the Post of Director of the company since he transferred all of his shares to BBS TECH GLOBAL PTE. LTD.
The board discussed the matter thoroughly, and finally, it was resolved unanimously:
“RESOLVED THAT; the resignation of Mr. Kazuma Hashimoto from the Post of Director of the company is hereby accepted with effect from 5th May 2025.”
Agenda- No-04: To discuss the appointment of Mr. Kazuma Hashimoto (Representative of BBS TECH GLOBAL PTE. LTD.) as the Director of JB Connect Ltd.
The Chairman informed the Board that, BBS TECH GLOBAL PTE. LTD. has appointed Mr. Kazuma Hashimoto as the nominee Director and proposed to appoint him as the Director of JB Connect Ltd.
The board discussed the matter thoroughly, and finally, it was resolved unanimously:
“RESOLVED THAT; Mr. Kazuma Hashimoto has been appointed as Nominee Director of BBS TECH GLOBAL PTE. LTD. as well as Director of JB Connect Ltd., and it has been accepted and approved.”
Agenda No- 05: Any other matters with the permission of the Chair:
Since there was no other matter for discussion, the meeting ended with a vote of thanks to the chair.
√
_____________
Kengo Ohtsuka
Chairman of the Meeting
JB Connect Ltd.