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| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Mar 1, 2019 17:54 |
| Status | New |
| Announcement Sub Title | Appointment of Mr Chan Pengee, Adrian as Non-Executive Independent Chairman of the Board |
| Announcement Reference | SG190301OTHRVQV0 |
| Submitted By (Co./ Ind. Name) | Lo Swee Oi / Koh Chay Tiang |
| Designation | Company Secretaries |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Mr Chan Pengee, Adrian as Non-Executive Independent Chairman of the Board and remains as the Chairman of Nominating Committee, Member of Audit and Risk Management Committee and Remuneration Committee. |
| Additional Details | |
| Date Of Appointment | 01/03/2019 |
| Name Of Person | Chan Pengee, Adrian |
| Age | 54 |
| Country Of Principal Residence | Singapore |
| Date of last re-appointment (if applicable) | 30/04/2018 |
| The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process) | The Board of Directors of the Company, having considered the Nominating Committee's recommendation and assessment of Mr Chan Pengee, Adrian's qualifications and experience, is satified that the appointment of Mr Chan Pengee Adrian as Non-Executive Independent Chairman of the Board will be beneficial to the Board and the Company. Upon his appointment as Non-Executive Independent Chairman, Mr Chan Pengee, Adrian will remain as the Chairman of Nominating Committee, Member of Audit and Risk Management Committee and Remuneration Committee. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Executive Independent Chairman of the Board, the Chairman of NC, Member of ARMC and RC. |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries | Nil |
| Conflict of interests (including any competing business) | Nil |
| Working experience and occupation(s) during the past 10 years | Mr Chan Pengee, Adrian is a practising lawyer in the areas of mergers and acquisitions, corporate finance, corporate and commercial law, equity/debt capital markets, securities law, employment law and corporate governance. |
| 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? | No |
| 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) | Isetan (Singapore) Limited Nobel Design Holdings Ltd Biosensors International Group, Ltd |
| Present | Yoma Strategic Holdings Ltd Global Investments Limited Ascendas Fund Management (S) Limited Best World International Limited AEM Holdings Ltd Bowsprit Capital Corporation Limited |
| (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? | Yes |
| If Yes, Please provide full details | Mr Chan was a nominee director of International Stream Investments Pte. Ltd., Al Mirage Property Holding Pte. Ltd. and Al Mirage Leisure Holding Pte. Ltd. which were Singapore companies that were dissolved pursuant to voluntary winding up proceedings commenced by him in 2013. |
| (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 | Yes |
| If Yes, Please provide full details | Mr Chan is an Independent Director of AEM Holdings Limited. It was announced in May 2007 that seven of its employees (inlcuding the then CEO) were under investigation by CPIB and he has assisted CPIB in their investigations.The then CEO was convicted for corruption in 2012. |
| (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? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | Mr Chan Pengee, Adrian has been a Director of various SGX-listed companies since 2002. He is currently the Independent Director of: - Yoma Strategic Holdings Ltd - Global Investments Limited - Ascendas Fund Management (S) Limited - Best World International Limited - AEM Holdings Ltd - Bowsprit Capital Corporation Limited |