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| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Nov 25, 2022 20:56 |
| Status | New |
| Announcement Sub Title | Appointment of an Independent Director |
| Announcement Reference | SG221125OTHRPSUF |
| Submitted By (Co./ Ind. Name) | Lim Say Chin |
| Designation | Executive Chairman and Chief Executive Officer |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Mr Mahtani Bhagwandas as Independent Director of the Company with effect from 25 November 2022. This announcement has been reviewed by the Company's sponsor, Evolve Capital Advisory Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document. The contact person for the Sponsor is Mr Chua Hiang Hwee Jerry, 138 Robinson Road, #13-02 Oxley Tower, Singapore 068906, jerrychua@evolvecapital.com. |
| Additional Details | |
| Date Of Appointment | 25/11/2022 |
| Name Of Person | Mahtani Bhagwandas |
| Age | 55 |
| 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") had reviewed the qualifications and working experience of Mr Mahtani Bhagwandas ("Mr Mahtani") and recommended his appointment. The Board of Directors, having considered the NC's recommendation, approved the appointment of Mr Mahtani as an Independent Director of the Company. |
| 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, Chairman of the Nominating Committee and a member of the Audit Committee and the Remuneration Committee |
| Professional qualifications | Bachelor of Laws (Honours) |
| 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) | No |
| Working experience and occupation(s) during the past 10 years | Practiced as an advocate and solicitor from 1993 till June 2021, and was a Partner and Legal Standard LLP. |
| 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) | NGSC Limited, Natural Cool Holdings Limited, Alliance Mineral Assets Limited, SBI Offshore Limited and Hon Corporation Limited |
| Present | Independent Director - GRP 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? | 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? | Yes |
| If Yes, Please provide full details | Been subject to a suspension order from practising as an advocate and solicitor for a period of 2 years from about 14 June 2021. |
| (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? | 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 | Apart from the legal suspension order as mentioned aforesaid, he was subject to a prior legal disciplinary proceedings against him sometime in 2017/2018, which was dismissed. There was also a SGX disciplinary proceedings against him in 2019/2020 wherein he, together with the other concerned independent directors, were given a private reprimand. SGX has since appealed and this is pending. |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | Mr Mahtani is currently an independent director of GRP Limited. Apart from this, he has been an independent director of various companies since 2002. |