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| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Oct 24, 2023 17:40 |
| Status | New |
| Announcement Sub Title | Appointment of Independent Non-Executive Director - Aw Eng Hai |
| Announcement Reference | SG231024OTHR30EH |
| Submitted By (Co./ Ind. Name) | Maureen Low |
| Designation | Company Secretary |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Independent Non-Executive Director This announcement has been reviewed by the Company's Sponsor, SAC Capital Private Limited (the "Sponsor"). This announcement has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made, or reports contained in this announcement. The contact person for the Sponsor is Ms Audrey Mok (Tel: (65) 6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542. |
| Additional Details | |
| Date Of Appointment | 25/10/2023 |
| Name Of Person | Aw Eng Hai |
| Age | 54 |
| 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) | The Nominating Committee ("NC") has reviewed the Board structure, as well as the background of Mr Aw Eng Hai ("Mr Aw") and is of the view that Mr Aw's experience, skill set and business network will bring valuable experience and expertise and diversity to the Board. With reference to Provision 2.1 and Practice Guidance 2 of the Code of Corporate Governance 2018 and based on Mr Aw's declaration, there are no relationships or circumstances which are likely to affect, or could appear to affect, Mr Aw's independence and judgement. Accordingly, the NC is satisfied that there is no relationship which would deem Mr Aw to be not independent and the Board considers Mr Aw independent for the purpose of Rule 704(7) of the Catalist Rules. The appointment of Mr Aw as Independent Non-Executive Director of the Company based on the NC's recommendation has been approved by the Board. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Lead Independent Non-Executive Director Chairman of Audit Committee Member of Remuneration Committee Member of Nominating Committee |
| Professional qualifications | Fellow Association of Chartered Certified Accountants Chartered Accountant Institute of Singapore Chartered Accountants FIPAS Insolvency Practitioners Association of Singapore Limited (IPAS) Member Singapore Institute of Directors Member INSOL International Bachelor of Business Administration (Honours) National University of Singapore |
| 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) | Nil |
| Working experience and occupation(s) during the past 10 years | March 2003 to present Foo Kon Tan LLP Partner |
| 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 |
| # 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) | Capital World Limited Century Master Pte Ltd TXZ Tankers Pte Ltd |
| Present | 1. Tritech Group Limited 2. TOTM Technologies Limited 3. Foo Kon Tan Advisory Services Pte Ltd 4. Foo Kon Tan Transaction Services Pte Ltd 5. Hunting Airtrust Tubulars Pte Ltd (In Members' Voluntary Liquidation) 6. Insolvency Practitioners Association of Singapore Limited 7. Airtrust (Singapore) Pte Ltd (In Members' Voluntary Liquidation) Other principal commitments: FKT International |
| (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? | Yes |
| If Yes, Please provide full details | On 27 August 2015, Mr. Aw was issued a warning letter by the Monetary Authority of Singapore ("Authority") for a breach of Section 133 of the Securities Futures Act ("SFA") in relation to his late notification on 22 April 2014 to Tritech Group Limited ("Tritech") following the issuance of bonus warrants to him by Tritech on 31 March 2014. Mr. Aw has been an independent director of Tritech from 4 September 2009 to date. Tritech was issued with a warning letter ("Tritech Warning Letter") by the Authority on 13 February 2017 for a breach of Section 136 of the SFA for Tritech's late notification dated 24 June 2016 to Terratech Group Limited ("Terratech"),for which Tritech is a controlling shareholder, following the completion of the placement of Terratech shares on 21 April 2016, which resulted in a change in percentage of Tritech's shareholding interests in Terratech.The Authority has informed Tritech that no further regulatory action will be taken against Tritech in respect of such breach. Neither Mr. Aw nor any of the directors of Tritech were the subject of the Tritech Warning Letter. |
| (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 | On 27 August 2015, Mr. Aw was issued a warning letter by the Monetary Authority of Singapore ("Authority") for a breach of Section 133 of the Securities Futures Act ("SFA") in relation to his late notification on 22 April 2014 to Tritech Group Limited ("Tritech") following the issuance of bonus warrants to him by Tritech on 31 March 2014. Mr. Aw has been an independent director of Tritech from 4 September 2009 to date. Tritech was issued with a warning letter ("Tritech Warning Letter") by the Authority on 13 February 2017 for a breach of Section 136 of the SFA for Tritech's late notification dated 24 June 2016 to Terratech Group Limited ("Terratech"),for which Tritech is a controlling shareholder, following the completion of the placement of Terratech shares on 21 April 2016, which resulted in a change in percentage of Tritech's shareholding interests in Terratech.The Authority has informed Tritech that no further regulatory action will be taken against Tritech in respect of such breach. Neither Mr. Aw nor any of the directors of Tritech were the subject of the Tritech Warning Letter. |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | Mr Aw is currently an Independent Director of the following listed companies: 1. Tritech Group Limited 2. TOTM Technologies 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) | Mr Aw is currently an Independent Director of the following listed companies: 1. Tritech Group Limited 2. TOTM Technologies Limited |