Change - Announcement of Appointment::Appointment of Financial Controller

Issuer & Securities

Issuer/ Manager
ES GROUP (HOLDINGS) LIMITED
Securities
ES GROUP (HOLDINGS) LIMITED - SG2B91959363 - 5RC
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
18-Jul-2019 17:45:15
Status
New
Announcement Sub Title
Appointment of Financial Controller
Announcement Reference
SG190718OTHRE1C1
Submitted By (Co./ Ind. Name)
Adrian Chan Pengee
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, ZICO Capital Pte. Ltd. (the "Sponsor"), in accordance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited ("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 statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms. Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road, #09-00 ASO Building, Singapore 048544, telephone (65) 6636 4201.

Additional Details

Date Of Appointment
18/07/2019
Name Of Person
Teh Teong Lay
Age
46
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The appointment of Mr Teh Teong Lay ("Mr Teh") as the Financial Controller of the Company was duly reviewed, assessed and approved by the board of directors of the Company (the "Board"). The Board noted the disciplinary actions on Mr Teh by the Institute of Singapore Chartered Accountants ("ISCA") on 28 October 2016 and 31 May 2017 (as disclosed further in item (k) below), whereby Mr Teh had (i) knowingly allowed or omitted to correct or failed to publicly clarify a statement in a public media release during his past employment under Hoe Leong Corporation Ltd; and (ii) knowingly allowed or omitted to correct a response in an announcement on SGX in relation to his appointment as Group Financial Controller of KLW Holdings Ltd, respectively. Having considered such disciplinary actions against Mr Teh and the fact that, among others, Mr Teh continues to be an associate member of the ISCA, the Board has approved the appointment of Mr Teh as the Financial Controller of the Company as the disciplinary actions do not impair Mr Teh's technical expertise and competencies.
Whether appointment is executive, and if so, the area of responsibility
Executive. Mr Teh is responsible for the Group's accounting and finance functions, including taxation, treasury and compliance matters.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Financial Controller
Professional qualifications
1. Bachelor of Business (major in Accounting and Finance), University of Technology Sydney
2. Member of Malaysian Institute of Accountants
3. Member of CPA Australia
4. Associate Member of Institute of Singapore Chartered Accountants
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
None
Conflict of interests (including any competing business)
None
Working experience and occupation(s) during the past 10 years
Jun 2017 - Apr 2019,
Financial Controller, Fast Offshore Supply Pte Ltd

Apr 2016 - Jun 2017,
Group Financial Controller, KLW Holdings Limited

Jun 2012 - Feb 2016,
Financial Controller, Hoe Leong Corporation Ltd

Sep 2006 - Jun 2012,
Financial Controller, UMW Marine & Offshore Pte Ltd
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?
No
# 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)
Director, Luxinity Pte Ltd (struck off)

Director, Semua Ship Agency & Supplies Pte Ltd (struck off)
Present

None
(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?
Yes
If Yes, Please provide full details
From June 2012 to August 2015, Mr Teh was the Group Financial Controller of Hoe Leong Corporation Ltd ("Hoe Leong"), where he was responsible for overseeing the finance function and strengthening of internal controls of Hoe Leong. On 28 October 2016, Institute of Singapore Chartered Accountant ("ISCA") issued a Disciplinary Order determining Mr Teh had contravened ISCA's Code of Professional Conduct and Ethics relating to an announcement dated 21 December 2012 by Hoe Leong on a proposed joint acquisition of additional shares in Semua International Sdn Bhd. Mr Teh, in his then capacity as Group Financial Controller of Hoe Leong had acted as a proxy director and shareholder for one of the joint acquirers. The acquisition was subsequently aborted. Please see attached Letter 1 for more information.

ISCA had, also on 31st May 2017, issued a Disciplinary Order letter determining Mr Teh had knowingly allowed or omitted to correct a response in an announcement dated 4 April 2016 on SGX in relation to his appointment as Group Financial Controller with KLW Holdings Limited. Please see attached Letter 2 for more information.
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
Not applicable.
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.

Attachments

Letter 1.pdf
Letter 2.pdf
Total size =862K