Change - Announcement of Appointment::APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Issuer & Securities
MEGROUP LTD. - SGXE43386122 - SJY
Change - Announcement of Appointment
Date &Time of Broadcast
Announcement Sub Title
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Submitted By (Co./ Ind. Name)
Wong Cheong Chee
Executive Chairman and Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
Appointment of Mr Chong Kwea Seng ("Mr Chong") as an Independent Non-Executive Officer of the Company with effect from 2 January 2021.
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, CIMB Bank Berhad, Singapore Branch (the "Sponsor") in accordance with Rule 226(2)(b) of the 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 information, statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Eric Wong, Director, Investment Banking, Singapore. The contact particulars are 50 Raffles Place, #09-01 Singapore Land Tower, Singapore 048623, Telephone: +65 6337 5115.
Date Of Appointment
Name Of Person
Chong Kwea Seng
Country Of Principal Residence
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
Mr Chong Kwea Seng ("Mr Chong") was identified by the Nominating Committee as a candidate who has strong business network and relevant knowledge, experience and skills in various industries including the automotive industry. The Nominating Committee was of the view that the appointment of Mr Chong as a new Independent Non-executive Director will contribute to the skill diversity of the Board of Directors. The Board of Directors of the Company, having considered the recommendation by the Nominating Committee, reviewed Mr Chong's qualifications, working experience and principal commitments, is satisfied that Mr Chong possesses the requisite knowledge and capability to assume the role of an Independent Non-Executive Director and approved the appointment of Mr Chong as an Independent Non-Executive Director of the Company.
With reference to Provision 2.1 and Practice Guidance of the Code of Corporate Governance 2018 and based on Mr Chong's declaration, there are no relationships or circumstances which are likely to affect, or could appear to affect, Mr Chong's independence and judgement. Accordingly, the Nominating Committee is satisfied that there is no relationship which would deem Mr Chong to be not independent and the Board considers Mr Chong independent for the purpose of Rule 704(7) of the Catalist Rules.
Whether appointment is executive, and if so, the area of responsibility
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent Non-Executive Director, and member of Audit Committee, Nominating Committee and Remuneration Committee.
Bachelor of Science (First Class Honours) in Mechanical Engineering from Heriot-Watt University, United Kingdom.
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
Conflict of interests (including any competing business)
Working experience and occupation(s) during the past 10 years
2006 to 2016: Managing Director, Sime Darby Industrial
2017 to 2020: Independent Director, Fitters Diversified Berhad
2017 to present: Director, Hao Seng Plantations Holdings Berhad
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
Shareholding interest in the listed issuer and its subsidiaries?
# 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) Sime Darby Industrial
(2) Fitters Diversified Berhad
Hap Seng Plantations Holdings Berhad
(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?
(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?
(c) Whether there is any unsatisfied judgment against him?
(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?
(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?
(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?
(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?
(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?
(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?
(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
(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
(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
(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?
(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?
Any prior experience as a director of an issuer listed on the Exchange?
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange
Mr Chong has experience as a director of issuers listed on Bursa Malaysia and will be attending the relevant trainings in the roles and responsibilities of a director of a company listed on the Singapore Exchange Securities Trading Limited ("Exchange") as prescribed by the Exchange.
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)