Change - Announcement of Appointment::Appointment of Non-Executive and Lead Independent Director

Issuer & Securities

Issuer/ Manager
NOEL GIFTS INTERNATIONAL LTD.
Securities
NOEL GIFTS INTERNATIONAL LTD - SG0543000335 - 543
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
27-Nov-2025 18:34:21
Status
New
Announcement Sub Title
Appointment of Non-Executive and Lead Independent Director
Announcement Reference
SG251127OTHR6448
Submitted By (Co./ Ind. Name)
Ong Beng Hong
Designation
Joint Company Secretary
Description (Please provide a detailed description of the event in the box below)
Appointment of Non-Executive and Lead Independent Director

Additional Details

Date of appointment
27/11/2025
Name of person
Foong Daw Ching
Age
75
Country of principal residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board of the Company, having reviewed and considered the Nominating Committee's assessment of Mr Foong Daw Ching's ("Mr Foong") qualifications and work experience, is of the view that Mr Foong possesses the requisite experience and capabilities to assume the responsibilities as the Lead Independent Director of the Company.
Whether appointment is executive, and if so, the area of responsibility
The appointment is non-executive.
Job title (e.g. Lead ID, AC Chairman, AC Member etc.)
Lead Independent Director, Chairman of the Audit Committee and a member of each of the Nominating Committee and Remuneration Committee.
Professional qualifications
1. Senior Accredited Director awarded by the Singapore Institute of Directors
2. Fellow of the Institute of Chartered Accountants in England and Wales
3. Fellow of the Institute of Singapore Chartered Accountants
4. Fellow member of CPA Australia
5. Chartered Accountant, Malaysia Institute of Accountants
Working experience and occupation(s) during the past 10 years
Independent Director and Audit Committee Chairman of the following SGX Listed Companies for the past 10 years:

ABR Holdings Limited
(29 April 2024 - current)

Goodwill Entertainment Holding Limited
(1 October 2024 - current)

Luminor Financial Holdings Limited
(26 March 2012 - 25 April 2024)

Suntar Eco-City Limited
(19 June 2007 - April 2024)

Travelite Holdings Ltd.
(15 February 2007 - 30 July 2024)

Non-executive Director and member of Audit Committee of the following SGX Listed Company for the past 10 years:

Suntar Eco-City Limited
(April 2024 - current)
Shareholding interest in the listed issuer and its subsidiaries?
No
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Nil
Conflict of interest (including any competing business)
Nil
Undertaking (in the format set out in Appendix 7.7 or Appendix 7H) under Mainboard Rule 720(1) or Catalist Rule 720(1) has been submitted to the listed issuer
Yes
Other Principal Commitments* Including Directorships#
* "Principal Commitments" has the same meaning as defined in the Code of Corporate Governance.
# These fields are not applicable for announcements of appointments pursuant to Mainboard Rule 704(9) or Catalist Rule 704(8).
Past (for the last 5 years)
1. Ayondo Ltd
2. NUHS FUND Ltd
Present
1. Suntar Eco-City Limited
2. Goodwill Entertainment Holding Limited
3. ABR Holdings Limited
4. St. Luke's Hospital Ltd
5. St. Luke's ElderCare Ltd
6. Tung Ling PreSchool Ltd
7. Crestar Education Group Pte Ltd
8. Kinderland International Education Pte Ltd
9. KLC International Institute Pte Ltd
10. President, Tung Ling Community Services
11. President, Tung Ling Student Care Centre
Information Required
Disclose the following matters concerning an appointment of director, chief executive officer, chief financial officer, chief operating officer, general manager or other officer of equivalent rank. If the answer to any question is "yes", full details must be given.
(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 Foong was one of the Independent Directors of Ayondo Ltd. ("Ayondo") and was not involved in the management of Ayondo's and its Group's operations. The trading of Ayondo's shares had been suspended since 1 February 2019.

Between April 2020 and September 2021, Ayondo attempted to complete a "Reverse Takeover" ("RTO"), but was unable to complete the proposed acquisition of the entire equity interest in Rich Glory International Investment Limited within SGX s timelines and Ayondo's request for a further extension of time was not granted by SGX.

Based on Ayondo's audited financial statements for FY2020, its independent auditors reported that the ability of Ayondo to continue as a going concern depended on the continued support of its controlling shareholder to inject additional funds into Ayondo to meet its obligations as and when they fall due.

On 20 September 2021, Ayondo issued an announcement, stating, that Ayondo had received a notification of delisting from the Official List of the SGX-ST, as a result, the RTO could not proceed and its controlling shareholder ceased to finance Ayondo. On 24 December 2021, Ayondo was delisted from the SGX-ST. Soon after the delisting of its shares, on 7 January 2022, Mr Foong together with the other remaining Independent Director filed an application to the Court to windup Ayondo and the winding up order was granted on 28 January 2022. Ayondo was dissolved pursuant to an order of the High Court of Singapore dated 1 July 2024.
(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.
Please refer to (k).
(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?
Yes
If yes, please provide full details.
Mr Foong was an Independent Director of Ayondo (dissolved). Ayondo and some of its existing and former directors including Mr Foong received a private show cause letter (the "Letter") from the Singapore Exchange Regulation ("SGX Regco") to make representations for potential breaches of the listing rules. At the date of this Annual Report, there is no outcome on this matter.

In September 2020, Mr Foong in the capacity as an independent director of Ayondo attended an interview conducted by the Market Conduct Investigations (Enforcement Department) of Monetary Authority of Singapore in conjunction with the Commercial Affairs Department in relation to an investigation into a possible offence under the Securities and Futures Act 2001.

There were no restrictions or conditions imposed on Mr Foong and he has not attended any further interviews.
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
Independent Director / Chairman of Audit Committee of:

1. ABR Holdings Limited
2. Goodwill Entertainment Holding Limited
3. Travelite Holdings Ltd.
4. Suntar Eco-City Limited
5. Luminor Financial Holdings Limited
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).
N.A.