REPL::Change - Announcement of Cessation::Resignation of Independent Director - Mr. Wang Xiufeng
Issuer & Securities
SINCAP GROUP LIMITED
SINCAP GROUP LIMITED - SG2F03983689 - 5UN
Change - Announcement of Cessation
Date &Time of Broadcast
Announcement Sub Title
Resignation of Independent Director - Mr. Wang Xiufeng
Submitted By (Co./ Ind. Name)
Chu Ming Kin
Executive Chairman and Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
This announcement is to supercede the earlier announcement released on 11 May 2022 due to an inadvertent error on the disclosure below. The Company would like to clarify that there were no unresolved differences in opinion on material matters between Mr. Wang and the board of directors including matters which would have a material impact on the group or its financial reporting. The information regarding compliance with the Code of Corporate Governance and sourcing for a new director to fill the existing vacancies, and to be disclosed to shareholders has been included under the section 'Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?' instead.
The resignation of Mr. Wang Xiufeng ("Mr. Wang") has been noted and accepted by the Board of Directors of the Company (the "Board") and the Board has unanimously agreed that his resignation be effective from 11 May 2022.
This announcement has been reviewed by the Company's sponsor, Stamford Corporate Services Pte. Ltd. (the "Sponsor"). It 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 Mr Bernard Lui. Tel: 6389 3000 Email: email@example.com
Name Of Person
Is effective date of cessation known?
If yes, please provide the date
Detailed Reason (s) for cessation
Mr. Wang is resigning in order to devote more time to his principal commitments as a lawyer. When he first accepted the role of being an independent director at the Company, Mr. Wang did not predict the changes in his work as a legal professional and the growth in business volume to come in 2022. As business volume is directly proportional and closely related to a lawyer's income, Mr. Wang has chosen to focus on his duties and responsibilities as a lawyer in these new circumstances.
The Sponsor, after having interviewed Mr. Wang, is satisfied that, save as disclosed in this announcement, there are no other material reasons for the cessation of Mr. Wang as an Independent Director of the Company.
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting?
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
If Yes, Please provide full details
The Company is presently sourcing for the appointment of a new Independent Director to ensure compliance with the Code of Corporate Governance 2018 ("Code"), including Provisions 4.2, 6.2 and 10.2 which provide that each of the Nominating Committee, Remuneration Committee and Audit & Risk Committee (respectively) should comprise a minimum of 3 directors. The Company is cognizant of Catalist Rule 704(7) which states that in the event of any resignation which renders the audit committee unable to meet the minimum number (not less than three) the issue should endeavour to fil the vacancy within two months, but in any case not later than three months. The Company has been unable to find a candidate who is willing to be appointed as an independent director of the Company due to uncertainties surrounding the previous placement. While there are currently one or two candidates who are currently in discussions with the management of the Company for the role of an independent director which would fill such vacancies, their appointment has yet to be confirmed. For further details, please refer to the Company's response to query 3(a) of the SGX-ST's queries as announced on 15 April 2022. The Company will provide shareholders with further updates once the appointment is confirmed.
Any other relevant information to be provided to shareholders of the listed issuer?
Date of Appointment to current position
Does the AC have a minimum of 3 members (taking into account this cessation)?
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent Director of the Company, Chairman of Nominating Committee and member of the Remuneration Committee
Role and responsibilities
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Shareholding interest in the listed issuer and its subsidiaries?
Past (for the last 5 years)
Partner - Hiways Law Firm Beijing