Change - Announcement of Cessation::CESSATION OF INDEPENDENT DIRECTOR

Issuer & Securities

Issuer/ Manager
Stapled Security

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
22-Mar-2022 12:20:14
Announcement Sub Title
Announcement Reference
Submitted By (Co./ Ind. Name)
Hao Dongting
Non-Executive Chairperson
Description (Please provide a detailed description of the event in the box below)
Cessation of Independent Director.

This announcement has been reviewed by the Company's sponsor, SAC Capital Private Limited (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 Ms. Lee Khai Yinn (Tel (65) 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

Additional Details

Name Of Person
Yap Sze Hon
Is effective date of cessation known?
If yes, please provide the date
Detailed Reason (s) for cessation
Mr Yap Sze Hon ("Mr Yap") retired pursuant to Regulation 117 of the Company's Constitution at the AGM, and was not re-elected as a Director at the AGM. Accordingly, Mr Yap's retirement took effect upon the conclusion of the AGM and he ceased to be the Chairman of the Remuneration Committee, and a member of the Audit and Risk Committee and Nominating Committee.

SAC Capital Private Limited, after having enquired with Mr Yap, is satisfied that other than as disclosed in this announcement, there are no other material reasons for the cessation of Mr Yap as 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?
If Yes, Please provide full details
These differences, particularly those relating to internal controls, due process, expenditure, sustainability, and Board decisions that impact the Group's reputation, shareholder value and overall interest, have been made known to the Board in Mr Yap's emails. The SGX-ST can request that the Company sends such relevant correspondences (including the full set of emails) to it if necessary.
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
Queries from the Singapore Exchange Regulation Pte. Ltd. (the "SGX RegCo") and shareholders were not responded in time before the AGM (see ACRA's Updated Guidance on the Conduct of General Meetings Amid Evolving COVID-19 Situation dated 4 February 2022 and the SGX RegCo's advisory dated 16 December 2021: 'What SGX RegCo expects on the conduct of general meetings amid the ongoing COVID-19 situation'). Also, a Director and shareholder had sent to the Board a statement (dated 8 March 2022) which he requested to be disseminated to shareholders as part of his right to speak before the AGM. Mr Yap believes that, had the right to speak been accorded and had the Company responded earlier to the said queries, shareholders would have more insights to guide their deliberations.
Any other relevant information to be provided to shareholders of the listed issuer?
If Yes, Please provide full details
Mr Yap did not endorse the Annual Report in view of certain statements in the Corporate Governance Report and the Chairman's statement, which he believes will be looked into as part of the on-going Special Audit prescribed by the SGX RegCo.
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 Remuneration Committee, and member of the Audit and Risk Committee and Nominating Committee of the Company
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)
QOL Pte. Ltd.
Chen Su Lan Methodist Children's Home