Change - Announcement of Appointment::Re-designation of Independent Director to Non-Independent Non-Executive Director

Issuer & Securities

Issuer/ Manager
ZICO HOLDINGS INC.
Securities
ZICO HOLDINGS INC. - MYA007968003 - 40W
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
31-Dec-2021 17:42:45
Status
New
Announcement Sub Title
Re-designation of Independent Director to Non-Independent Non-Executive Director
Announcement Reference
SG211231OTHRI023
Submitted By (Co./ Ind. Name)
Chew Seng Kok
Designation
Managing Director
Effective Date and Time of the event
31/12/2021 17:00:00
Description (Please provide a detailed description of the event in the box below)
This announcement has been reviewed by the Company's sponsor, Stamford Corporate Services Pte. Ltd. (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 Vanessa Ng.

Tel: 6389 3065
Email: vanessa.ng@morganlewis.com

Additional Details

Date Of Appointment
01/01/2022
Name Of Person
Chew Liong Kim
Age
66
Country Of Principal Residence
Malaysia
Date of last re-appointment (if applicable)
22/04/2019
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
Unless otherwise defined, all capitalised terms used in this announcement have the same meanings ascribed to them in the Company's circular to shareholders dated 7 December 2021 ("Circular").

The Board refers to paragraph 3.9 of the Company's Circular. As disclosed in the Circular, Mr Chew Liong Kim, an Independent Director of the Company, holds 80% of the shareholding interests in ShakeUp Online Sdn Bhd following his acquisition of the same from ZICO Malaysia Sdn Bhd on 27 December 2017.

In view of the ShakeUp Advances provided by the Company during the Relevant Period which constituted IPTs, the Nominating Committee of the Company has, in consultation with the Company's Sponsor, proposed for Mr Chew Liong Kim to be re-designated as a Non-Independent, Non-Executive Director.

Mr Chew Liong Kim will also cease to be Chairman of the Remuneration Committee and will become a member of the Remuneration Committee, with effect from 1 January 2022.
Whether appointment is executive, and if so, the area of responsibility
Non-Executive
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Independent Non-Executive Director
Professional qualifications
1) Bachelor of Commerce, University of Auckland
2) Fellow Chartered Accountant of Australia and New Zealand Institute of Chartered Accountants
3) Member of the Malaysian Institute of Accountants
4) Member of the Malaysian Institute of Chartered Secretaries and Administrators
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
No
Conflict of interests (including any competing business)
No
Working experience and occupation(s) during the past 10 years
1) Independent Non-Executive Director of MISC Berhad (2021 to present)

2) Commission member of the Malaysian Communications and Multimedia Commission, and Chairman of the Audit and Risk Committee and Whistleblowing Committee (2020 to present)

3) Independent Director of ZICO Holdings Inc. (2014 to present)

4) Executive Chairman of CLK Advisors (2011 to present)

5) Senior Advisor of Roland Berger Strategy Consultants, Southeast Asia (2011 to present)

6) Commission member of the Malaysian Communications and Multimedia Commission, and Chairman of the Audit and Risk Committee, member of the Remuneration Committee and member of the Digital Content Development Committee (2013 to 2015)
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
Yes
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
As at current date, Mr Chew Liong Kim holds 2,171,421 ordinary shares in the capital of the Company comprising 0.66% of the total issued shares in the Company.
Other Principal Commitments* Including Directorships#
*"Principal Commitments" has the same meaning as defined in the Code
# 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)
None.
Present
1) Independent Non-Executive Director of MISC Berhad

2) Commission member of the Malaysian Communications and Multimedia Commission, and Chairman of the Audit and Risk Committee and Whistleblowing Committee

3) Independent Director of ZICO Holdings Inc.

4) Executive Chairman of CLK Advisors

5) Senior Advisor of Roland Berger Strategy Consultants, Southeast Asia

6) Director of ASEAN Advisory Pte Ltd

7) Director of ZICO Capital Sdn Bhd

8) Director of ShakeUp Online Sdn Bhd
(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?
No
(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
No
(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?
No
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
Mr Chew Liong Kim is currently an Independent Director of the Company.
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)
Not applicable