Change - Announcement of Appointment::Appointment of Executive Director and Executive Chairman of the Board

Issuer & Securities

Issuer/ Manager
SERIAL SYSTEM LTD
Securities
SERIAL SYSTEM LTD - SG1E36851343 - S69
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
09-Jan-2024 19:18:11
Status
New
Announcement Sub Title
Appointment of Executive Director and Executive Chairman of the Board
Announcement Reference
SG240109OTHRESDP
Submitted By (Co./ Ind. Name)
Wui Heck Koon
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
Appointment of Mr. Derek Goh Bak Heng as Executive Director and Executive Chairman of the Board of Serial System Ltd

Additional Details

Date Of Appointment
09/01/2024
Name Of Person
Derek Goh Bak Heng
Age
62
Country Of Principal Residence
Singapore
Date of last re-appointment (if applicable)
30/04/2020
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board has reviewed and considered the recommendation of the Nominating Committee and has assessed the past contribution and suitability of Mr Derek Goh Bak Heng for re-appointment as Executive Director and Executive Chairman of the Group. The Board concluded that Mr Derek Goh Bak Heng possesses the requisite knowledge, capabilities and experiences to assume the responsibilities.
Whether appointment is executive, and if so, the area of responsibility
The appointment is executive. Mr Derek Goh Bak Heng will resume his role as the Executive Director and Executive Chairman of the Board of Serial System Ltd and will continue to concurrently serve as the Group Chief Executive Officer of Serial System Ltd with overall management responsibilities for the Group.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Executive Chairman and Group Chief Executive Officer
Professional qualifications
Certificate of Electrical Engineering Technicians from City & Guilds of London Institute
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
Mr Derek Goh Bak Heng is the father of Ms Victoria Goh Si Hui and the cousin of Mr Sean Goh Su Teng, who are both executive directors of Serial System Ltd. Mr Derek Goh Bak Heng is the Group Chief Executive Officer and a substantial shareholder of Serial System Ltd.
Conflict of interests (including any competing business)
Nil
Working experience and occupation(s) during the past 10 years
Mr Derek Goh Bak Heng is the Group Chief Executive Officer of Serial System Ltd with overall management
responsibilities for the Group. He was the Executive Chairman of Serial System Ltd from 26 October 1998 to 5 October 2021.
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
No
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Mr Derek Goh Bak Heng holds a total (direct and indirect) of 365,997,970 shares (40.45%) in Serial System Ltd.
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)
Please refer to attachment.
Present
Nil
(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?
Yes
If Yes, Please provide full details
1.In March 2019, Tong Chiang, an associated company of Serial System Ltd, was ordered by the High Court of Singapore to be wound up. Tong Chiang was a company incorporated in Singapore and was in the business of manufacturing food products and food catering. On 22 August 2015, pursuant to a conditional sale and purchase agreement with Ms Lisa Zou Xiangyun, Serial System International Pte. Ltd. (a wholly owned subsidiary of Serial System Ltd), acquired 21% of the issued and paid-up capital in Tong Chiang. In connection with such acquisition, Mr Derek Goh Bak Heng was appointed as a non-executive director of Tong Chiang, as Serial System International Pte. Ltd.'s nominee director and remained as director from 28 August 2015 to 14 September 2018, although he was not involved in the management of Tong Chiang.

2. In October 2014, Gogain Development Sdn Bhd was ordered by the High Court of Malaysia to be wound up. Mr Derek Goh Bak Heng was a Director of Gogain Development Sdn Bhd.
(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?
Yes
If Yes, Please provide full details
(1) In November 2015, Mr Derek Goh Bak Heng ("Derek Goh") was requested by the Monetary Authority of Singapore ("MAS") to assist in investigations involving him concerning Sections 197 and 198 of the Securities and Futures Act. On 21 September 2021, MAS informed Derek Goh it has completed its investigations and the matter is now closed. Derek Goh has been given a conditional warning by MAS. The conditional warning requires that Derek Goh shall not act as a company director for a period of 24 months and the personal payment of a financial sum of S$50,000. From 5 October 2021, he had stepped down as director of Serial System Ltd and its Group of companies. Further, per MAS, the conditional warning does not amount to a conviction for an offence or a finding of guilt by a court of law, nor does it constitute a criminal record.
(2) In June 2018 and September 2018, Derek Goh was requested by the Taiwan Taipei District Prosecutors Office and the Investigation Bureau, Ministry of Justice of Taiwan to assist in certain investigations concerning Bull Will Co. Ltd., a 14.92% associated company of Serial System Ltd, under the Securities and Exchange Act of Taiwan. On 9 April 2020, the investigations by the Taiwan authorities were concluded with no further action being taken with respect to Derek Goh. Derek Goh was a Non-Executive Legal Representative Director of Bull Will Co., Ltd. from 13 June 2007 to 5 October 2021.
(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?
Yes
If Yes, Please provide full details
In February 2017, a civil suit has been initiated by the Securities and Futures Investors Protection Center of Taiwan ("SFIPC") against amongst others; Bull Will Co. Ltd, a 14.92% associated company of Serial System Ltd, its directors, independent directors, supervisors, accounting supervisors, legal shareholder, and external auditors (the details of which have been announced on SGXNET by Serial System Ltd on 23 February 2017). In June 2021, the civil suit was dismissed by the Taiwanese Court on the basis that it was without merit. SFIPC subsequently filed an appeal. The civil suit is currently in progress. Mr Derek Goh Bak Heng was a Non-Executive Legal Representative Director of Bull Will Co., Ltd from 13 June 2007 to 5 October 2021.
(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?
Yes
If Yes, Please provide full details
Refer to (e)(1) above.
(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?
Yes
If Yes, Please provide full details
Refer to (e)(1) above.
(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
Yes
If Yes, Please provide full details
Refer to (e)(2) above.
(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
Refer to (e) above.
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
Serial System Ltd from 31 March 1997 to 5 October 2021

Attachments

Derek_directorship Final.pdf
Total size =84K