| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Oct 29, 2024 17:25 |
| Status | New |
| Announcement Sub Title | Appointment of Independent Director |
| Announcement Reference | SG241029OTHR0RMJ |
| Submitted By (Co./ Ind. Name) | Adrian Chan Pengee |
| Designation | Company Secretary |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Independent Director |
| Additional Details | |
| Date Of Appointment | 29/10/2024 |
| Name Of Person | Giang Sovann |
| Age | 68 |
| 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 Board had considered the Nominating Committee's recommendation and assessment on Mr Giang Sovann and is satisfied that he will, if elected as a Director, contribute to 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.) | Non-Executive and Independent Director. |
| Professional qualifications | Chartered Accountant, Singapore. Chartered Professional Accountant, Canada Senior Accredited Board Director, Singapore Institute of Directors Please refer to the section of the Company's Annual Report entitled "Persons Standing for Election as Directors of the Company at the Forthcoming Annual General Meeting" for further details. |
| 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 | No |
| Conflict of interests (including any competing business) | Nil |
| Working experience and occupation(s) during the past 10 years | January 2015 to present: Senior Director, RSM Risk Advisory Pte Ltd 2019 to present: Affiliate Faculty at Singapore Management University; Teaching Associate at Singapore University of Social Sciences. Please refer to the section of the Company's Annual Report entitled "Persons Standing for Election as Directors of the Company at the Forthcoming Annual General Meeting" for further details. |
| 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) | Mr Giang was formerly an Independent Director of Rich Capital Holdings Limited and Independent Director of Silkroad Nickel Pte. Ltd. (formerly known as Silkroad Nickel Ltd.). Please refer to the section of the Company's Annual Report entitled "Persons Standing for Election as Directors of the Company at the Forthcoming Annual General Meeting" for further details. |
| Present | Mr Giang is presently a Non-Executive Independent Director at Cambodia Post Bank PLC, Funan Microfinance PLC, and Presbyterian Community Services. Mr Giang is also presently a Non-Executive Director at Happinest Holdings Pte. Ltd., and an Independent Director at CNMC Goldmine Holdings Limited. Please refer to the section of the Company's Annual Report entitled "Persons Standing for Election as Directors of the Company at the Forthcoming Annual General Meeting" for further details. |
| (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 | In February 2020, a suit was filed against Rich Capital Holdings Limited ("Rich Capital") in relation to a breach of fiduciary duty on the part of the other directors (excluding Mr Giang) and officers of the company. Mr Giang was an independent director of Rich Capital then. The suit was discontinued in May 2021. In November 2018, a suit was filed against Silkroad Nickel Ltd ("Silkroad"), two of its executive directors and a major shareholder. The suit involved allegations of payment of introducer fees in relation to the reverse takeover of Silkroad. Mr Giang, who was an independent director of Silkroad then, was not party to and was not involved in the suit, which was discontinued in March 2019. |
| (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 Giang was a director of the following companies which underwent reviews: Rich Capital: Independent review in 2019 to 2020. Epicentre Holdings Limited: Independent review in 2017 and special audit in 2019. SBI Offshore Limited: Independent review in 2018 and special audit in 2019. None of the aforesaid reviews related to transactions carried out by Mr Giang or involved him personally. His role was confined to assisting the independent reviewers. To the best of Mr Giang's knowledge, following the reviews, there were no further investigations or queries directed at him personally. |
| (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 | In July 2014, the Monetary Authority of Singapore issued a supervisory warning to Mr Giang in respect of untimely disclosure of share options granted to him by SBI Offshore Limited, of which he was a director. No sanctions or penalties were issued to Mr Giang and no further action was taken against him on the matter. |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | Mr Giang was an independent director of Silkroad and Rich Capital, and is currently an independent director of CNMC Goldmine Holdings Limited. |