Change - Announcement of Cessation::RESIGNATION OF NON-INDEPENDENT AND NON-EXECUTIVE DIRECTOR

Issuer & Securities

Issuer/ Manager
TRANSCORP HOLDINGS LIMITED
Securities
TRANSCORP HOLDINGS LIMITED - SG1J09885596 - T19
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
10-Jun-2020 10:10:49
Status
New
Announcement Sub Title
RESIGNATION OF NON-INDEPENDENT AND NON-EXECUTIVE DIRECTOR
Announcement Reference
SG200610OTHR7ZFN
Submitted By (Co./ Ind. Name)
Vincent Chia
Designation
Non-Executive Chairman and Independent Director
Effective Date and Time of the event
10/06/2020 17:00:00
Description (Please provide a detailed description of the event in the box below)
Description: Resignation of Non-Executive and Non-Independent Director

This announcement has been prepared by the Company and its contents have been reviewed by the Company s sponsor ( Sponsor ), Asian Corporate Advisors Pte. Ltd., in accordance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited ( Exchange ) Listing Manual Section B: Rules of Catalist for compliance with the relevant rules of the Exchange. The Company s Sponsor has not independently verified the contents of this announcement including the correctness of any of the figures used, statements or opinions made. The Sponsor is satisfied, based on the enquiries made, that there are no reasons for the cessation other than those stated in this announcement.

This announcement has not been examined or approved by the Exchange and the Exchange 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. Liau H. K. Telephone number: 6221 0271

Additional Details

Name Of Person
Kevin John Chia
Age
60
Is effective date of cessation known?
Yes
If yes, please provide the date
04/06/2020
Detailed Reason (s) for cessation
Voluntary resignation
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?
Yes
If Yes, Please provide full details
Statement from Kevin John Chia

Differing views on matters pertaining to Regal Motors Pte Ltd with reference to announcements made on 25 June 2019, 4 June 2019, 21 May 2019, 3 Apr 2019, 20 Mar 2019 and 14 Mar 2019 regarding

The main point of contention is who the seller is in this subject matter. I maintain that the seller in this subject matter is Regal Motors Pte Ltd.


Statement from Transcorp Holdings Limited (the Company )

Resignee has alleged that a transaction relating to the Company s subsidiary Regal Motors Pte Ltd and Ace Financial Services Pte Ltd is an IPT but did not provide a reasonable and appropriate explanation of why it is an IPT despite clear evidence indicating that it is not an IPT.


Explanation on Alleged IPT:

This matter pertains to a purported vehicle sale transaction between the Company's subsidiary Regal Motors Pte Ltd ( Regal Motors ) and Mdm Chu Wanzhen who is a shareholder of the Company. KJC alleged that Regal Motors sold the vehicle to Mdm Chu solely on the basis that there was a Sales Agreement between Regal Motors and Madam Chu. However, KJC is fully aware that this matter was investigated by the Company arising from irregularities in the preparation of the Sales Agreement. The Regal Motors employee involved was also investigated and was issued a warning letter for the lapses in controls and standard procedure in the handling of the agreement. The Accounts Department of the Company and Regal Motors was unaware of this matter until the transaction was uncovered due to a forced redemption of a loan that was secured by Ace Financial Services supposedly for Madam Chu for this purchase. KJC accompanied Adrian You (who was then an Executive Director of the Company) to make a police report on this unauthorised Sales Agreement by Regal Motors. Further, the Company confirmed, through KJC, with Ace Financial Services Pte Ltd that clearly stated that the ownership of the said vehicle had transferred from Regal Motors to Teck Wei Credit Pte Ltd and then to Ace Financial Services. Despite knowing the full background circumstances of the Sales Agreement and the further testimony that the car ownership was properly transferred, KJC continues to allege that it was an IPT solely on the basis that there was a Sales Agreement from Regal Motors. This was despite numerous attempts by the Company to clarify the basis of his allegations and ask for his reasonable explanation for the basis of his allegations.
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
Yes
If Yes, Please provide full details
Statement from Kevin John Chia

Outstanding matters and follow up required for:
1. DongShan Project
2. Car Profile case
3. Benzline claim against Regal Motors
4. Fuji Xerox

And for the Board to look into independent review for its internal control and including but not limited to: DongShan Project in China and Advance Deposits paid by the Company subsidiary, Regal Motors Pte Ltd, to a supplier with reference to announcements made earlier.


Statement from Transcorp Holdings Limited (the Company )

These matters are pre-existing circumstances which have already been announced by the Company and do not arise due to KJC s resignation.


Any other relevant information to be provided to shareholders of the listed issuer?
No
Date of Appointment to current position
11/01/2019
Does the AC have a minimum of 3 members (taking into account this cessation)?
No
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
2
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
3
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Executive Non Independent Director and Member-Audit, Remuneration and Nominating Committees
Role and responsibilities
Non-Executive Non-Independent Director
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
No
Shareholding interest in the listed issuer and its subsidiaries?
No
Past (for the last 5 years)
Ace Fleet Management Pte Ltd 19/4/2017-4 May 2017
Ace Fleet Leasing Pte Ltd 26/4/2017-28 Aug 2017
Motor Mega Mall Pte Ltd
7 July 2017-1 June 2018
Ace Financial Services Pte Ltd 21/1/2016-10 April 2020
Present
Ace Automobile Pte Ltd
1/6/2018-present
Insure One Pte Ltd
15/1/2017-present
Republic Healthcare Limited 16/9/2019-present