Change - Announcement of Cessation::Resignation of Independent Director
Issuer & Securities
AXINGTON INC. - MYA012218006 - 42U
Change - Announcement of Cessation
Date &Time of Broadcast
Announcement Sub Title
Resignation of Independent Director
Submitted By (Co./ Ind. Name)
Investor Relations Officer
Effective Date and Time of the event
Description (Please provide a detailed description of the event in the box below)
RESIGNATION OF INDEPENDENT DIRECTOR
The Board of Directors (the "Board") of Axington Inc. (the "Company") wishes to announce the resignation of Mr Kirk W Wagar ("Mr Wagar") as an Independent Director and member of the Remuneration Committee of Axington Inc. (the "Company").
Mr Wagar has tendered his resignation as an Independent Director of the Company on 25 August 2020. Mr Wagar's resignation has been noted and accepted by the board of directors (the "Board") on 26 August 2020 and the Board has unanimously agreed that his resignation has been effective from 26 August 2020.
This announcement has been prepared by the Company and reviewed by the Company's sponsor, Novus Corporate Finance Pte. Ltd. (the "Sponsor") in compliance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist ("Catalist Rules").
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 accuracy, completeness or correctness of any of the statements or opinions made, or reports contained in this announcement.
The contact person for the Sponsor is Mr Pong Chen Yih, Chief Operating Officer, at 9 Raffles Place, #17-05 Republic Plaza Tower 1, Singapore 048619, telephone (65) 6950 2188.
Name Of Person
Kirk W Wagar
Is effective date of cessation known?
If yes, please provide the date
Detailed Reason (s) for cessation
Mr Wagar is resigning as a result of recent revelations in relation to and arising from the incident involving the Bellagraph Nova Group's marketing materials used to publicise the group.
Following Mr Wagar's resignation, the Board and the Nominating Committee are currently in the process of reviewing its composition and the membership of the Board committees to ensure compliance with the Code of Corporate Governance 2018 ("Code") (including but not limited to meeting the minimum requirement of Principle 2 (Guideline 2.2) of the Code which provides that independent directors should make up a majority of the Board where the Chairman is not independent).
The Company's sponsor, Novus Corporate Finance Pte. Ltd. (the "Sponsor"), had on 27 August 2020, conducted an exit interview with Mr Wagar. After having interviewed Mr Wagar and to the best of its knowledge, the Sponsor is satisfied that save as disclosed in this announcement, there are no other material reasons for the resignation of Mr Wagar as the Independent Director of the Company.
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?
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
Any other relevant information to be provided to shareholders of the listed issuer?
If Yes, Please provide full details
Yes. Mr Wagar has urged more transparency in view of the recent revelations and developments.
Date of Appointment to current position
Does the AC have a minimum of 3 members (taking into account this cessation)?
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Member of the Remuneration Committee.
Role and responsibilities
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Shareholding interest in the listed issuer and its subsidiaries?
Past (for the last 5 years)
A-Star Education Holdings Pte. Ltd.
L Catterton Asia 3 Sing LP
Mapletree US & EU Logistics Private Trust ("MUSEL") Investment Committee