Change - Announcement of Cessation::Retirement of Independent Director - Chua Kern
Issuer & Securities
MEMIONTEC HOLDINGS LTD.
MEMIONTEC HOLDINGS LTD. - SGXE56008290 - SYM
Change - Announcement of Cessation
Date &Time of Broadcast
Announcement Sub Title
Retirement of Independent Director - Chua Kern
Submitted By (Co./ Ind. Name)
Tay Kiat Seng
Chairman and Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
Announcement of the Retirement of Mr Chua Kern as an Independent Director of the Company.
This announcement has been prepared by Memiontec Holdings Ltd. (the "Company") and its contents have been reviewed by the Company's sponsor, ZICO Capital Pte. Ltd. (the "Sponsor"), in accordance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist.
This announcement has not been examined or approved by 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. Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road #09-00 ASO Building, Singapore 048544, telephone (65) 6636 4201.
Name Of Person
Is effective date of cessation known?
If yes, please provide the date
Detailed Reason (s) for cessation
Mr Chua Kern is retiring pursuant to Regulation 96 of the Constitution of the Company at the forthcoming Annual General Meeting of the Company to be held on 12 April 2021 ("AGM"). He has decided not to seek for re-election to the Board of Directors of the Company ("Board") at the forthcoming AGM to facilitate the Board Restructuring (as defined below).
In view of the challenging environment, the Board wishes to undertake certain restructuring (the "Board Restructuring"), in particular, to (i) scale down the size of the Board from a current seven (7) member Board, to a six (6) member Board; and (ii) separate the roles of the Chairman and the Chief Executive Officer to be held by separate persons to enhance the Group's corporate governance practices.
Accordingly, Mr Chua Kern will retire as an Independent Director of the Company at the conclusion of the forthcoming AGM. Upon his retirement, he will also cease to be the Chairman of the Nominating Committee, and a member of the Audit Committee and the Remuneration Committee of the Company.
After having interviewed Mr Chua Kern and to the best of its knowledge, the Company's Sponsor, ZICO Capital Pte. Ltd., is satisfied that save as disclosed in this announcement, there are no other material reasons for the retirement of Mr Chua Kern 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?
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, Chairman of the Nominating Committee and a member of the Audit Committee and the Remuneration Committee.
Role and responsibilities
Roles and responsibilities of Independent Director, Chairman of Nominating Committee and a member of the Audit Committee and the Remuneration Committee.
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)
1. GS Holdings Limited
2. Sim Leisure Group Pte. Ltd.
1. TLV Holdings Limited
2. Chancery Corporate Solutions Private Limited
3. Chancery Law Corporation
4. Liontrust Group Private Limited (formerly known as "Lion Group Holdings Private Limited")
5. Providence Presbyterian Church Ltd.