Change - Announcement of Cessation::CESSATION AS HEAD OF GREATER CHINA - MR WANG MENG

Issuer & Securities

Issuer/ Manager
PINE CAPITAL GROUP LIMITED
Securities
PINE CAPITAL GROUP LIMITED - SG1AA8000008 - ADJ
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
23-Aug-2019 18:54:46
Status
New
Announcement Sub Title
CESSATION AS HEAD OF GREATER CHINA - MR WANG MENG
Announcement Reference
SG190823OTHRAOS2
Submitted By (Co./ Ind. Name)
TOMI-JAE WANLUN TJIO
Designation
NON-EXECUTIVE CHAIRMAN AND INDEPENDENT DIRECTOR
Description (Please provide a detailed description of the event in the box below)
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, Asian Corporate Advisors Pte. Ltd. ("Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ("Exchange"). The 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
WANG MENG
Age
30
Is effective date of cessation known?
Yes
If yes, please provide the date
19/08/2019
Detailed Reason (s) for cessation
Ceased to be the Company's Head of Greater China by mutual agreement, with effect from 19 August 2019, following removal as a director of Advance Capital Partners Asset Management Private Limited ("ACPAM") by ACPAM's shareholders.

Mr Wang expressed that his surprise and that he was totally unaware about his removal as Chief Executive Officer ("CEO") and Director of ACPAM by ACPAM's shareholders. He further expressed that no one spoke to him to ask his to leave nor mentioned the intention of removing him from his position. In fact, he was not even duly informed about Extraordinary General Meeting ("EGM") of ACPAM held on 12 August 2019 and he was not duly informed the result of EGM that he has been removed as CEO and director of ACPAM only until 15 August 2019 evening. Mr Wang further understands Monetary Authority of Singapore ("MAS") and corporate secretary was also not aware of such intention nor was informed of the EGM.

Mr Wang expressed that only from announcement dated 20 August 2019, he read that the Company stated that because he demanded his PSS Shares and therefore the Company voted in favour of his removal as ACPAM's director. Mr Wang was surprised as the Company had never discussed this issue with him before.
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
Mr Wang has expressed his concerns about the Company's subsidiaries (i.e., ACPAM's and Pine Capital Shanghai's) financial positions in his exit interview. He has highlighted to PCG's Board on 8 August 2019 that both subsidiaries may not have sufficient cash flow to operate by end of August 2019.
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
Mr Wang has expressed concerns about lack of notice in relation to the convening of ACPAM's Extraordinary General Meeting held on 12 August 2019 ("ACPAM EGM") that led to his removal from ACPAM's Board of Directors ("ACPAM Board"). Mr Wang also expressed his concern that he only learnt of his removal from the ACPAM Board on 15 August 2019. Mr Wang also expressed his concerns that MAS and ACPAM's company secretary was not informed of the ACPAM EGM.

Mr Wang expressed that only from announcement dated 20 August 2019, he read that the Company stated that because he demanded his PSS Shares and therefore the Company voted in favour of his removal as ACPAM's director. Mr Wang was surprised the Company had never discussed this issue with him before.

Mr Wang has also expressed his concerns about a possible procedural irregularity because he did not receive any 14-day notice in writing of the EGM pursuant to Companies Act Section 177(2).
Any other relevant information to be provided to shareholders of the listed issuer?
Yes
If Yes, Please provide full details
Mr Wang expressed concerns about the appropriateness of the appointment of Mr Tan Choon Wee as a director of ACPAM and appointment of Zico Insights Law LLC ("Zico") as ACPAM's counsel due to the ongoing independent review, as Mr Tan and Zico were both involved in ACPAM and PCG during the period that is subject to the ongoing independent review. Mr Wang expressed concerns that the appointment of Mr Tan and Zico back to ACPAM may be highly inappropriate to the integrity and confidentiality of the various ongoing investigations.

Mr Wang further wishes to highlight that he has received an email from Zico Insights Law on behalf of the new directors of ACPAM (being Mr Tan Choon Wee and Mr Andy Chan) on 21 August 2019 to request for a handover of ACPAM documents and specifically information in relation to my correspondence with MAS and relevant authorities.

Mr Wang is aware of his confidentiality obligations and is unsure about the level of disclosure that he is permitted to make. Mr Wang has therefore handed over all of ACPAM's corporate documents to PCG on 19 August 2019 and provided his office keys, his email login information to the Company. Mr Wang also confirms that he has surrendered the Company's and ACPAM's corporate bank tokens to the relevant banks.

With reference to the Company's announcement dated 15 August 2019 on "Secured Shares", Mr Wang wishes to clarify that in a response dated 8 August 2019 from Rajah & Tann Singapore LLP, or R&T (as Mr Tan Choon Wee's solicitors) on the 9% of Secured shares, Rajah & Tann wrote that ACPAM has transferred 9% of the Secured Shares to Pine Partners, at Mr Wang Meng's request. Mr Wang disagrees with such an allegation, which he deems to be baseless. Mr Wang wishes to clarify that at the material time between July to October 2018, Mr Tan Choon Wee is the director and CEO of ACPAM. As Mr Tan was also a director of ACF, and the owner of AOF, Mr Tan had full control over these three entities. Mr Wang explained that the Secured Shares were the facilitation fee payable to ACPAM as indicated in a termsheet dated on 27 July 2018. As the Secured Shares are assets of ACPAM, it would have been inappropriate for Mr Tan transferred ACPAM's assets out via his personal vehicle. However, having said that, Mr Wang is not sure what is the nature of this transaction and he only found out this transfer from R&T's letter dated on 8 August 2019, he has not got chance to act for ACPAM and he has already been removed on 12 August 2019, and he wishes to reserve this rights.

He would like to reiterate that the allegation raised by R&T's letter dated 8 August 2019 that the transfer from AOF to Pine Partners Pte Ltd was at Mr Wang's request is grossly inaccurate. Mr Wang reiterates that he was not an authorised person of AOF and that he would not have the power to initiate the transfer and that Mr Wang would not receive any benefit anything from such a transaction.

Date of Appointment to current position
10/05/2019
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)
1
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
7
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
1. Head of Greater China
2. Executive Director and Chief Executive Officer of Advance Capital Partners Asset Management Private Limited
Role and responsibilities
Responsible for developing and implementing Advance Capital Partners Asset Management Private Limited's operating policies, business plans and strategies, overseeing employees and maintaining effective operational systems as well as responsible for the Group's expansion and developing business opportunities in Greater China.
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
None
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
3,428,600 ordinary shares in Pine Capital Group Limited
Past (for the last 5 years)
AACF Liquid Opportunity Fund Pte Ltd

AACF Investment Grade Bond Fund 1 Pte Ltd

Great Investment Fund Pte Ltd

Capital Unity Pte Ltd

Advance Capital Partners Asset Management Private Limited

Present
May 2019 to present:
Advance Credit Fund SPC

Jan 2019 to present:
Pine Capital (Shanghai) Group Ltd

Jan 2018 to present:
Pine Capital (Shanghai) Pte Ltd

Oct 2018 to present:
Terroir SPC

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23/08/2019 19:05:55