Change - Announcement of Appointment::APPOINTMENT OF LEAD INDEPENDENT NON-EXECUTIVE DIRECTOR

Issuer & Securities

Issuer/ Manager
DLF HOLDINGS LIMITED
Securities
DLF HOLDINGS LIMITED - SGXE73993458 - KUX
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
30-May-2019 17:43:44
Status
New
Announcement Sub Title
APPOINTMENT OF LEAD INDEPENDENT NON-EXECUTIVE DIRECTOR
Announcement Reference
SG190530OTHRS25N
Submitted By (Co./ Ind. Name)
Manfred Fan Chee Seng
Designation
Executive Chairman
Description (Please provide a detailed description of the event in the box below)
DLF Holdings Limited (the "Company") was listed on Catalist of the Singapore Exchange Securities Trading Limited (the "SGX-ST") on 25 July 2018. The initial public offering of the Company was sponsored by PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor").

This announcement has been prepared by the Company and its contents have been reviewed by the Sponsor in accordance with Rules 226(2)(b) and 753(2) of the SGX-ST Listing Manual Section B: Rules of Catalist.

This announcement has not been examined or approved by the SGX-ST. The SGX-ST assume 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 Gillian Goh, Director, Head of Continuing Sponsorship (Mailing Address: 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 and E-mail: sponsorship@ppcf.com.sg).

Additional Details

Date Of Appointment
30/05/2019
Name Of Person
Chan Kam Loon
Age
58
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The sole director of the Company, Mr Manfred Fan has reviewed and considered the qualifications, work experience and independence of Mr Chan Kam Loon ("Mr Chan") and approved his appointment as an independent director of the Company.
Whether appointment is executive, and if so, the area of responsibility
Non-Executive.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Lead Independent Director, Chairman of Audit Committee as well as a member of the Remuneration Committee and a member of Nominating Committee
Professional qualifications
Mr Chan obtained a Bachelor of Science (Economics) in Accounting and Finance from London School of Economics and Political Science. Mr Chan is currently a Member of Institute of Chartered Accountants in England & Wales.
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
None.
Conflict of interests (including any competing business)
None.
Working experience and occupation(s) during the past 10 years
Mr Chan has many years of experience in accounting and audit with KPMG London and PWC Singapore, investment banking with Morgan Grenfell Asia and HG Asia Securities and was a director of investments at private firm Suez Asia Holdings. Mr Chan was head of the Listings Function of Markets Group at the Singapore Exchange for a number of years. Presently he serves as an independent director of several other SGX listed companies.
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
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)
Directorships:

1) China Gaoxian Fibre Fabric Holdings Ltd
2) Vashion Group Ltd
3) Z-Obee Holdings Ltd
Present
Directorships:

1) Sarine Technologies Ltd
2) Megachem Ltd
3) Hupsteel Ltd
4) Jiutian Chemical Group Ltd
5) Uni-Asia Group Limited
6) 3 Peaks Capital Private Limited

Principal Commitments:

1) Sarine Technologies Ltd
2) Megachem Ltd
3) Hupsteel Ltd
4) Jiutian Chemical Group Ltd
5) Uni-Asia Group Limited
(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
None except that in June 2014, Receivers PWC were appointed to Z-Obee Holdings Ltd ("Z-Obee") by its bankers. The Independent Directors and officers of the company at that time were not informed and were kept totally in the dark by the Executive Directors. Mr Chan resigned immediately on 30 June 2014 as the offices were locked and no one related to the Z-Obee were contactable.
(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
None except for a letter dated 22 January 2018 issued by the Stock Exchange of Hong Kong Limited ("HKEX") relating to the delay in the publication of Z-Obee annual results and annual report for FY2014, FY2015 and FY2016 and interim results and report for 6 months ended 30 September 2014.
The HKEX had requested each of the former directors of Z-Obee to acknowledge the receipt of the warning letter but had indicated that no disciplinary action would be taken against any of the former directors.
Mr Chan had acknowledged the receipt of the letter issued by HKEX and had also replied to HKEX on 1 September 2018 to state that after the Receivers PWC were appointed and his resignation as an Independent Director of Z-Obee on 30th June 2014, it was not possible or Mr Chan to fulfil the directors' obligation to ensure timely release of such results and report as PWC was in full control of all executive aspects of the company including the operations and finance of the company. Besides, all the Company's finance and administrative employees had been released following the appointment of Receivers. In addition, Mr Chan was not kept informed of any of the pertinent events leading to the appointment of the Receivers by the Executive Directors who were all non-contactable.
Any prior experience as a director of an issuer listed on the Exchange?
Yes
If Yes, Please provide details of prior experience
Mr Chan was previously a Director of the following companies listed on SGX:

1) China Gaoxian Fibre Fabric Holdings Ltd
2) Vashion Group Ltd
3) Z-Obee Holdings Ltd

Mr Chan is presently a Director of the following companies listed on SGX:

1) Sarine Technologies Ltd
2) Megachem Ltd
3) Hupsteel Ltd
4) Jiutian Chemical Group Ltd
5) Uni-Asia Group Limited