Change - Announcement of Cessation::Announcement of Cessation of Independent Director who is an Audit Committee Member

Issuer & Securities

Issuer/ Manager
ASIA FASHION HOLDINGS LIMITED
Securities
ASIA FASHION HOLDINGS LIMITED - BMG0539Q1134 - GH3

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
28-Mar-2014 07:46:06
Status
New
Announcement Sub Title
Announcement of Cessation of Independent Director who is an Audit Committee Member
Announcement Reference
SG140328OTHR5Z7Z
Submitted By (Co./ Ind. Name)
Lin Daoqin
Designation
Executive Director and Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
Announcement of Cessation of Independent Director who is an Audit Committee Member

Additional Details

Name Of Person
Ong Kian Guan
Age
46
Is effective date of cessation known?
Yes
If yes, please provide the date
27/03/2014
Detailed Reason (s) for cessation
Differing views with management as to the handling of matters relating to and resulting from legal claims from customers.
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
See below
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
The Company's wholly-owned subsidiary, Fujian Qianfeng Textile Technology Co., Ltd (?Fujian Qianfeng?), has been served with notices of arbitration (?NOA?) on 11 March 2014 by Fuzhou Fule Shoe Material Co., Ltd, Fuqing Zhongliangxingye Shoe Material Co., Ltd, Haining Hanchen Textile Co., Ltd, Dongguan Jiarui Shoe Material Co., Ltd, Dongguan Jingfeng Fiber Technology Co., Ltd, Putian Xianglong Shoes and Clothes Co., Ltd, Jinjiang Xuri Textile Co., Ltd and Dongguan Yuanzhan Textile Co., Ltd. The arbitration is to be carried out by three arbitrators in the Fuzhou Arbitration Commission.
Ong Kian Guan is of the view that a reputable Singapore Lawyer (with experiences in PRC) be engaged to advise the Company on the NOA and related settlement agreements, legality of the arbitration proceeding and implications of the arbitration judgement. The Board had since requested its Singapore lawyer to engage a Chinese law firm to review the arbitration proceedings and provide its advice to the Board.
In addition, Ong Kian Guan is also of the view that the Company should call on Mr. Lin Daoqin?s(?Mr. Lin?) undertakings to provide RMB100 million financial support. The Board had engaged a Chinese lawyer to prepare a Deed to incorporate assets of Mr. Lin, so that the Company can draw on his assets to fulfill his undertaking to the Company up to RMB 100 million.
Any other relevant information to be provided to shareholders of the listed issuer?
Yes
If Yes, Please provide full details
The Company engaged PricewaterhouseCoopers LLP (?PwC?) to perform certain agreed upon procedures with respect to the cash and bank balances of the Company?s subsidiaries in PRC.
PwC has not issued its report.
Pending the reports from PwC and the finalization of the statutory audit by Foo Kon Tan Grant Thornton LLP, shareholders should exercise caution in trading in the Company?s shares.
Date of Appointment to current position
31/07/2013
Does the AC have a minimum of 3 members (taking into account this cessation)?
Yes
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
2
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
5
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Chairman of the Audit Committee and member of the Nominating Committee and Remuneration Committee
Role and responsibilities
Non-Executive
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Nil
Shareholding interest in the listed issuer and its subsidiaries?
No
Past (for the last 5 years)
JES International Holdings Ltd
Present
China Haida Ltd, China XLX Fertiliser Ltd, China Animal Healthcare Ltd, Weiye Holdings Limited