Change - Announcement of Appointment::Re-designation of Independent Director to Non-Executive Chairman and Independent Director

Issuer & Securities

Issuer/ Manager
H2G GREEN LIMITED
Securities
H2G GREEN LIMITED - SG1I98885227 - 5AI
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
07-Jun-2024 18:27:25
Status
New
Announcement Sub Title
Re-designation of Independent Director to Non-Executive Chairman and Independent Director
Announcement Reference
SG240607OTHR1X9I
Submitted By (Co./ Ind. Name)
Lien Kait Long
Designation
Independent Director
Description (Please provide a detailed description of the event in the box below)
Re-designation of Independent Director to Non-Executive Chairman and Independent Director - Mr Mak Yen-Chen Andrew

This announcement has been reviewed by the Company's sponsor, RHT Capital Pte. Ltd. (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. Joseph Au at 36 Robinson Road, #10-06 City House, Singapore 068877, Email: sponsor@rhtgoc.com.

Additional Details

Date Of Appointment
07/06/2024
Name Of Person
Mak Yen-Chen Andrew
Age
55
Country Of Principal Residence
Singapore
Date of last re-appointment (if applicable)
28/07/2023
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board of Directors ("Board") of H2G Green Limited ("H2G" or "Company", together with its subsidiaries, collectively the "Group"), upon the recommendation of the Nominating Committee ("NC") and having considered his character, integrity, suitability, qualifications and experiences, has approved the re-designation of Mr Mak Yen-Chen Andrew ("Mr Andrew Mak") from Independent Director to Non-Executive Chairman and Independent Director of the Company. The Board, together with the NC, is of the opinion that the re-designation of Mr Andrew Mak as Non-Executive Chairman and Independent Director will strengthen the independent element on the Board of the Company. Mr Andrew Mak had abstained from the deliberations and decisions of his re-designation.

Following Mr Andrew Mak's re-designation, he will remain as the Chairman of the Nominating Committee, a Member of the Audit Committee and a Member of the Remuneration Committee. The Board considers Mr Andrew Mak to be independent pursuant to Rule 704(7) of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited.
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 Chairman and Independent Director
Chairman of Nominating Committee
Member of Audit Committee
Member of Remuneration Committee
Professional qualifications
1. Bachelor of Laws (Second Class Upper Division) - National University of Singapore
2. Advocate & Solicitor of the Supreme Court of Singapore
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
January 2016 to Present - Consultant, Fortis Law Corporation
January 2014 to December 2015 - Partner, Loo & Partners 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
Other Principal Commitments* Including Directorships#
*"Principal Commitments" has the same meaning as defined in the Code
# 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. China Jishan Holdings Limited
2. Falcon Energy Group Limited
3. Far East Group Limited
4. Leader Environmental Technologies Limited
Present
1. Sunpower Group Ltd.
2. The Singapore Lyric Opera Limited

Other Principal Commitments:
1. Consultant, Fortis Law Corporation
(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
Mr Andrew Mak was an Independent Director of Falcon Energy Group Limited ("Falcon"), a company listed on the SGX-ST (appointment date: 24 March 2014; cessation date: 1 March 2024). As announced by Falcon on 25 August 2021, Ambank (M) Berhad (Labuan Offshore Branch) filed a winding-up application against Falcon in the High Court of Singapore.

In an announcement dated 8 April 2024, Falcon announced that the Court had on 5 April 2024 made a winding-up order against Falcon; and appointed Mr Lim Loo Khoon and Mr Tan Wei Cheong, care of Deloitte & Touche LLP, as the joint and several liquidators of Falcon.

Please refer to SGXNet for the above and all related announcements by Falcon.

Mr Andrew Mak, the then Independent Director of Falcon, did not have any executive role or involvement in the day-to-day management or operations of Falcon. The winding-up application pertained to a debt owed by Falcon to the creditor bank. Mr Andrew Mak was not the subject of the winding-up application. The winding-up order was made subsequent to Mr Andrew Mak's cessation as an Independent Director of Falcon.
(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
On 2 May 2024, H2G announced, inter alia, that:

(a) Mr Lim Shao-Lin ("Mr Lim"), the Executive Director and Chief Executive Officer of H2G, has been charged under the Employment of Foreign Manpower Act 1990 of Singapore for making false statements to the Controller of Work Passes, and his case is fixed for trial on 5 August 2024 at the State Courts. One of the charges in Mr Lim's case pertains to a former employee of H2G ("Relevant Matter");

(b) other than Mr Lim himself, none of the directors and/or key management personnel of H2G and the Group have been ordered or requested to assist in the Ministry of Manpower's investigations on the Relevant Matter; and

(c) H2G and the Group are not the accused charged in respect of the Relevant Matter.

Please refer to SGXNet for the above and all related announcements by H2G.

Mr Andrew Mak, the Non Executive Chairman and Independent Director of H2G, does not have any executive role or involvement in the day-to-day management or operations of H2G. The Relevant Matter predates Mr Andrew Mak's appointment as an Independent Director of H2G on 1 April 2023. Mr Andrew Mak has not been ordered or requested to assist in the Ministry of Manpower's investigations on the Relevant Matter.
(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?
No
Disclosure applicable to the appointment of Director only.
Any prior experience as a director of an issuer listed on the Exchange?
Yes
If Yes, Please provide details of prior experience
1. China Jishan Holdings Limited*
2. Falcon Energy Group Limited
3. Far East Group Limited
4. Leader Environmental Technologies Limited
5. Sunpower Group Ltd.

*Delisted from the Official List of the SGX-ST on 10 November 2020
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable)
Not applicable.