Change - Announcement of Appointment::Appointment of Non-Executive Non-Independent Director - Ms Zeng Yingxue

Issuer & Securities

Issuer/ Manager
G.H.Y CULTURE & MEDIA HOLDING CO., LIMITED
Securities
GHY CULTURE&MEDIA HLDG CO LTD - KYG3452A1076 - XJB
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
28-Jan-2022 18:21:23
Status
New
Announcement Sub Title
Appointment of Non-Executive Non-Independent Director - Ms Zeng Yingxue
Announcement Reference
SG220128OTHRVYL0
Submitted By (Co./ Ind. Name)
Guo Jingyu
Designation
Executive Chairman & Group CEO
Description (Please provide a detailed description of the event in the box below)
Appointment of Ms Zeng Yingxue as Non-Executive Non-Independent Director.

DBS Bank Ltd. and UOB Kay Hian Private Limited are the joint issue managers and global coordinators (the "Joint Issue Managers and Global Coordinators") for the initial public offering of shares in, and listing of, G.H.Y Culture & Media Holding Co., Limited on the Main Board of the Singapore Exchange Securities Trading Limited. The Joint Issue Managers and Global Coordinators assume no responsibility for the contents of this announcement.

Additional Details

Date Of Appointment
01/02/2022
Name Of Person
Zeng Yingxue
Age
52
Country Of Principal Residence
China
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The Board of the Company, having reviewed and considered the Nominating Committee's assessment of Ms Zeng's qualifications and work experience, is of the view that Ms Zeng possesses the requisite experience and capabilities to assume the responsibilities as a Non-Executive Director of the Company.

Ms Zeng has more than 17 years of experience in media and entertainment industry, mainly specialised in gaming publishing and film production and distribution, and has a core competency in accounting and/or finance.

It was also taken into consideration that her experience in business development and familiarity with the nature of the businesses of the Group would likely contribute positively to the growth and business strategies of the Group.

Her appointment will also enhance the gender diversity on the Board which optimizes performance and long-term value.
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 Director
Professional qualifications
Master of Business Administration of the National University of Singapore;

China CPA (Certified Public Accountant);

China CTA (Certified Tax Agents)
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)
Perfect World Group's business includes the drama and film production business in the People's Republic of China.

Ms Zeng has a duty to disclose the interests of Perfect World Group in respect of any contract, proposal, transaction or any other matter whatsoever in which Perfect World Group has any material interest, directly or indirectly, or any actual or potential conflicts of interest, including conflicts of interest that may arise from her directorship in any other any entity carrying on the same business or dealing in similar products and/or services as our Group or any other corporation(s) that may involve them.

Upon such disclosure, Ms Zeng shall not participate in any proceedings of the Company's Board of Directors and shall in any event abstain from voting in respect of any such contract, arrangement, proposal, transaction or matter in which the conflict of interest arises, unless and until the Company's Audit and Risk Management Committee has determined that no such conflict of interest exists.

Hence, Ms Zeng will abstain from deliberating and participating in any proceedings involving, as well as abstain from voting on, any transactions with the Perfect World Group and/or relating to the drama and film production business of the Group.
Working experience and occupation(s) during the past 10 years
Perfect World Holding Co., Ltd. and its subsidiaries (2015 - Present) - Executive Director and Chief Financial Officer

Perfect World Co., Ltd (A company listed on Shenzhen Stock Exchange) and its subsidiaries ( Perfect World Group ) (2015 - Present) - Senior Vice President.

Perfect World Pictures Co., Ltd and its subsidiaries (2013 - Present) - Director, General Manager, Deputy General Manager and Finance Director.

Perfect World Pictures Co., Ltd. and its subsidiaries (2012 - 2013) - Vice President
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
Epical Entertainment Limited holds 4.86% interest in the Company and is a wholly-owned subsidiary of Perfect Credit Pictures (Singapore) Pte. Ltd., which is the ultimate holding company is Perfect World Co., Ltd. Miss Zeng is also currently a director of Epical Entertainment Limited.
# 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)
Please refer to the disclosures in "Working experience and occupation(s) during the past 10 years" above.
Present
Please refer to the disclosures in "Working experience and occupation(s) during the past 10 years" above.
(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
Any prior experience as a director of an issuer listed on the Exchange?
No
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
The Company will arrange for Ms. Zeng Yingxue to attend the Listed Entity Directors Programme organised by the Singapore Institute of Directors.
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