|Announcement Title||Change - Announcement of Appointment|
|Date & Time of Broadcast||Dec 10, 2018 17:29|
|Announcement Sub Title||APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR|
|Submitted By (Co./ Ind. Name)||WONG LEON KEAT|
|Description (Please provide a detailed description of the event in the box below)||This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"), for compliance with the Singapore Exchange Securities Trading Limited (the "SGX ST") Listing Manual Section B: Rules of Catalist. The Sponsor has not verified the contents of this announcement.
This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this announcement, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Ms Tan Pei Woon, Senior Manager, Continuing Sponsorship (Mailing address: 16 Collyer Quay, #10 00 Income at Raffles, Singapore 049318 and email: firstname.lastname@example.org)
|Date Of Appointment||09/12/2018|
|Name Of Person||MAHTANI BHAGWANDAS|
|Country Of Principal Residence||Singapore|
|The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)||The Board having considered the Nominating Committee's recommendations, had reviewed and concluded that Mr Mahtani Bhagwandas ("Mr Mahtani") possesses the requisite qualifications and experience to assume the position as an Independent Non-Executive Director of the Company.|
|Whether appointment is executive, and if so, the area of responsibility||The appointment is independent non-executive.|
|Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)||Independent Non-Executive Director, NC Chairman, AC and RC Member|
|Familial relationship with any director 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||(1) Partner of law firm, Harpal Mahtani Partnership (i.e. from 1 May 2009 to 1 May 2013)
(2) Partner of law firm, LegalStandard LLP - (i.e. from 20 May 2011 to Present)
|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)||1. GKE Corporation Limited
2. Rock Solid S'pore Pte Ltd
3. Solution Focused Pte Ltd
4. SBI Offshore Limited
5. Vertic Hydro Pte. Ltd.
6. LegalStandard-Acies LLC
7. Agrasol Pte Ltd
8. Agrogo Inspections Pte. Ltd.
9. Agrogo Market Pte. Ltd.
10. Agrogo Trades Pte. Ltd.
11. Good Lord Pte. Ltd.
|Present||1. Agro Commtrade Pte. Ltd.
2. Agrogo Logistics Pte. Ltd.
3. Agrogo Secure Pte. Ltd.
4. AP2KP Worldwide Pte. Ltd.
5. Arcus Carriers Pte. Ltd.
6. Azee Communications Pte. Ltd.
7. Alliance Mineral Assets Limited
8. Elsmore Maritime Singapore Pte. Ltd.
9. Evergreen Global QSR Pte. Ltd.
10. Filago Pte. Ltd.
11. Fortis Bulkers Pte. Ltd.
12. FVG Singapore Pte. Ltd.
13. Ginger Pte. Ltd.
14. GRP Limited
15. Kraainem Holdings Pte. Ltd.
16. Kundanmals' Holdings Pte. Ltd.
17. LegalStandard LLP
18. Mikat Trading & Investment Pte. Ltd.
19. Misha Pte. Ltd.
20. Phoenix Solar Pte. Ltd.
21. Quantum Impex Pte. Ltd.
22. Repsol Singapore Pte. Ltd.
23. Superbound Investment Inc. Pte. Ltd.
24. TBT Pte. Ltd.
25. Homing Fu International Pte Ltd
|(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||Yes|
|If Yes, Please provide full details||There were 2 Special Audits conducted for matters relating to SBI Offshore Limited ("Company") in relation to the conduct of certain Executive Directors/Management namely:
a) on the sale of an asset where the sale consideration as declared to the tax authority in China was different from that provided to the Company. This occured in 2009 before he joined the Company, and the audit was initiated against the Executive Directors then; and
b) the waiver of the debt owing by the subsidiary of the Company to the Company. This was undertaken by the Executive Directors/Management of the Company without informing or seeking the, Board's approval.
|(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?||Yes|
|If Yes, Please provide full details||Yes. He has been subject to a past complaint for allegedly not advising on the commencement of a third party action and thereby preferring the interest of another, but the Disciplinary Tribunal ruled that there was no merit in the complaint on 16 October 2018. Therefore, no reprimand, warning, censure or any other action was issued against him.|
|Any prior experience as a director of a listed company?||Yes|
|If Yes, Please provide details of prior experience||1. GRP Limited
2. Alliance Mineral Assets Limited
3. GKE Corporation Limited
4. SBI Offshore Limited