Chan Heng Fai Ambrose
About Chan Heng Fai Ambrose
Chan Heng Fai Ambrose, 80, was appointed as a Director of Impact BioMedical Inc. in March 2025, bringing over 45 years of banking and finance experience, including extensive company restructurings across industries and geographies . His appointment was effective March 11, 2025, with no family relationships or related-party transactions under Item 404(a) at the time of appointment disclosed in the 8-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China Gas Holdings Limited (HKSE) | Executive Chairman | 1997 – 2002 | Led investor/operator of city gas pipeline infrastructure in China |
| SingHaiyi Group Ltd. (SGX; now SingHaiyi Group Pte. Ltd.) | Managing Director | Mar 2003 – Sep 2013 | Led Singapore property developer through public listing era |
| Zensun Enterprises Limited (fka Heng Fai Enterprises Limited; HKSE) | Managing Chairman; Director | Chairman 1995 – 2015; Director since Sep 1992 | Oversaw investment holding company operations |
| Global Medical REIT Inc. (NYSE) | Director | Dec 2013 – Jul 2015 | Board experience in healthcare real estate |
| RSI International Systems (now ARCpoint Inc.; TSXV) | Director | Jun 2014 – Feb 2019 | Oversight at software company |
| Holista CollTech Ltd. (ASX) | Director | Jul 2013 – Jun 2021 | Board member at health/food science company |
| OptimumBank Holdings, Inc. | Director | Jun 2018 – Apr 2022 | U.S. bank board experience |
| Skywest Ltd. (Australia) | Director | 2005 – 2006 | Public airline directorship |
| Sharing Services Global Corporation (OTC) | Director; Chairman | Apr 2020 – Jul 2025 (Chairman Jul 2021 – Jul 2025) | Direct-to-consumer company leadership |
External Roles
| Organization | Listing | Role | Since |
|---|---|---|---|
| Alset International Limited | SGX | Director (May 2013), CEO (Apr 2014), Chairman (Jun 2017) | Current |
| Alset Inc. | Nasdaq | Founder, Chairman & CEO | Since Mar 2018 |
| Hapi Metaverse Inc. | U.S. SEC filer | Director (Oct 2014), Chairman (Jul 2021) | Current |
| DSS, Inc. | NYSE | Director (Jan 2017), Chairman (Mar 2019) | Current |
| LiquidValue Development Inc. | U.S. SEC filer | Director (Jan 2017), Chairman (Dec 2017) | Current |
| HWH International Inc. | Nasdaq | Chairman (since Oct 2021); CEO (Oct 2021 – Jan 2024) | Current Chair |
| Value Exchange International, Inc. | OTC Markets/OTCQB | Director | Since Dec 2021 |
| True Partner Capital Holding Limited | HKSE | Non-Executive Director | Since Jun 2025 |
Board Governance
- Committee assignments: He is not listed as a member of the Audit (Zimmerman-chair, Hibbert, Keene), Compensation (Brownell-chair, Sims, Hibbert), or Nominating & Corporate Governance (Sims-chair, Keene, Brownell) Committees .
- Tenure: Appointed March 11, 2025 (Board nomination listed March 4, 2025 in proxy; appointment effective date in 8-K) .
- Governance structure context: The CEO (Frank D. Heuszel) also serves as Executive Chairman of IBO’s Board .
- Independence considerations: Audit Committee members are affirmed independent under NYSE American and Rule 10A‑3 (context for Board independence practices) .
Fixed Compensation
Director-specific cash retainers or meeting fees for Mr. Chan in 2025 were not disclosed in the 2025 proxy; the most recent disclosed director cash figures (FY2024; before his appointment) are below for context.
| Director (2024) | Cash Fees ($) | Stock/Option Awards ($) | Total ($) |
|---|---|---|---|
| Jason Grady | $0 | $925 | $925 |
| Elise Brownell | $1,250 | $925 | $2,175 |
| Melissa Sims | $1,250 | $925 | $2,175 |
| David Keene | $1,250 | $925 | $2,175 |
| Christian Zimmerman | $1,250 | $925 | $2,175 |
| Castel Hibbert | $1,250 | $925 | $2,175 |
Note: Stock awards reflect grant-date fair value of stock option awards per ASC 718; details per Note 10 of financials .
Performance Compensation
- No director-specific equity awards for Mr. Chan are disclosed as of the 2025 proxy (his appointment occurred in 2025; 2024 grants predate his appointment) .
- Equity plan context: IBO’s 2023 Equity Incentive Plan granted 880,000 options in 2024 (officers, directors, consultants) at $3.00 strike with various vesting periods; all expire Oct 31, 2031; plan-related stock-based compensation expense for 2024 was ~ $19,000 .
| Equity Plan Metric (2024 grants) | Value |
|---|---|
| Options granted | 880,000 |
| Exercise price | $3.00 per share |
| Expiration | Oct 31, 2031 |
| Vesting | Various (not itemized) |
| 2024 SBC expense | ~$19,000 |
Performance metric linkage: No performance-based metrics (e.g., TSR, revenue, EBITDA) tied to director compensation are disclosed in the proxy .
Other Directorships & Interlocks
- Controlling shareholder link: DSS BioHealth Securities, Inc. (a wholly owned subsidiary of DSS, Inc.) owns approximately 83.35% of IBO voting power via 60,496,041 shares of Series A Convertible Preferred; Mr. Chan serves as Chairman of DSS, Inc., creating a direct interlock with the controlling stockholder .
- Appointment disclosures: At appointment, the company stated no arrangements/understandings for his election, no family relationships, and no Item 404(a) related-party transaction with Mr. Chan personally .
Expertise & Qualifications
- Finance and restructuring: Expert in banking and finance with 45+ years’ experience; extensive history of restructuring companies across industries and countries .
- Public company leadership: Chairman/CEO roles across multiple listed companies (e.g., Alset International, Alset Inc., DSS, HWH International), and prior executive leadership at China Gas Holdings and SingHaiyi Group .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Reference Date |
|---|---|---|---|
| Chan Heng Fai Ambrose | 0 | <1% | Sept 8, 2025 |
| Shares outstanding (common) used for calculation | 12,185,412 | — | Sept 8, 2025 |
No breakdown of vested/unvested equity, options, or pledging for Mr. Chan is disclosed in the proxy .
Governance Assessment
- Potential conflicts/interlocks (Red Flag): DSS controls ~83% of IBO voting power, and Mr. Chan chairs DSS’s board—this creates a direct interlock with the controlling stockholder that investors typically scrutinize for related-party influence and board independence risk .
- Related-party exposure (Company-level): IBO has extensive related-party arrangements with DSS, including (a) monthly pass-through costs (~$31,000/month Jan–Sep 2024; ~$26,000/month beginning Oct 2024; totaling ~$357,000 in 2024), and (b) a revolving promissory note with DSS with $8,878,000 outstanding (incl. interest) as of Dec 31, 2024, at a floating rate (WSJ Prime + 0.50%), maturing Sep 30, 2030, with $126,381 fixed monthly payments beginning month 37; these transactions heighten governance sensitivity given Mr. Chan’s role at DSS .
- Counterpoint: The 8‑K at his appointment states no Item 404(a) related-party transaction for Mr. Chan personally and no family relationships, which is a positive disclosure on personal conflicts at that time .
- Ownership alignment: As of the Sept 8, 2025 record date, Mr. Chan reported no IBO common shares, implying limited personal “skin-in-the-game” at that snapshot, though timing (mid‑2025 appointment) may explain the absence .
- Committee influence: Mr. Chan is not listed on IBO’s Audit, Compensation, or Nominating & Corporate Governance Committees; these committees are chaired by other independent directors, which can mitigate concentrated influence but also limits his committee-level oversight footprint .
- Governance structure context (Red Flag): IBO combines the CEO and Board Chair roles (Frank D. Heuszel), a structure that some investors view as reducing independent board oversight .
- Compliance and background: Company discloses no legal proceedings involving directors in the past 10 years; Audit Committee members meet NYSE American independence and financial literacy requirements, supporting baseline governance practices .