Change - Announcement of Appointment::Appointment of Independent Non-Executive Director

Issuer & Securities

Issuer/ Manager
SUNRISE SHARES HOLDINGS LTD.
Securities
SUNRISE SHARES HOLDINGS LTD. - SG0581008505 - 581
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
10-Dec-2024 01:22:57
Status
New
Announcement Sub Title
Appointment of Independent Non-Executive Director
Announcement Reference
SG241210OTHRYSE6
Submitted By (Co./ Ind. Name)
Datuk Tan Eng Eng
Designation
Executive Director and Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
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 (the "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. Lau Sze Mei, Associate Director, at 7 Temasek Boulevard, #04-02 Suntec Tower 1, Singapore 038987, telephone (65) 6950 2188.

Additional Details

Date Of Appointment
09/12/2024
Name Of Person
Datuk Ng Bee Ken
Age
69
Country Of Principal Residence
Malaysia
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board, having considered the recommendation of the Nominating Committee and having reviewed and assessed the credentials, qualifications, work experience and independence of Datuk Ng Bee Ken ("Datuk Ng"), has approved the appointment of Datuk Ng as the Independent Non-Executive Director of the Company. Datuk Ng will also be appointed as the Chairman of the Remuneration Committee, a member of the Audit Committee and Nominating Committee.

The Board has also considered that Datuk Ng is independent for the purposes of Rule 704(7) of the Catalist Rules.
Whether appointment is executive, and if so, the area of responsibility
Non-Executive.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent Non-Executive Director, Chairman of the Remuneration Committee, a member of the Audit Committee and Nominating Committee.
Professional qualifications
Advocate & Solicitor, High Court of Malaya
Bachelor of Laws (Hons), the University of Wales, Cardiff
Master of Laws, Kings' College, University of London
Barrister-at-Law, Lincoln's Inn, London
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
Nil
Conflict of interests (including any competing business)
Nil
Working experience and occupation(s) during the past 10 years
1998 - Present
Azri, Lee Swee Seng & Co - Managing Partner
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)
Talam Transform Berhad
Pertama Digital Berhad
Opensys (M) Berhad
Asia Africa Alliance Sdn. Bhd.
Gorgeous Goldhill Sdn. Bhd.
Cuzzy Media Sdn. Bhd.
Present
Yong Tai Berhad
MyTech Group Berhad
TAA Education Trust Fund
Television Airtime Services Sdn. Bhd.
Tenaga Spektrum (M) Sdn. Bhd.
The Good Foundation
Truscope Sdn. Bhd.
(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
I was appointed as an independent non-executive director of Cuzzy Media Sdn. Bhd. ("Cuzzy Media") in October 2003 for the proposed listing on the ACE Market of the Bursa Securities Malaysia Berhad (" Bursa Securities").

Prior to the proposed listing, the founder of Cuzzy Media passed away unexpectedly without a succession plan in place. In September 2015, CIMB Bank Berhad ("CIMB") had filed a winding up order against Cuzzy Media at the High Court of Malaysia due to the outstanding loans owed to CIMB which amounted to RM276,975.55.

Subsequently, in November 2015, the High Court of Malaysia had ordered Cuzzy Media to be wound up as a result of its inability to repay the outstanding debts owed to CIMB. As at the date of this declaration, Cuzzy Media has been wound up.
(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
Yes
If Yes, Please provide full details
I was appointed as an independent non-executive director of Rainbow Roofguard Sdn. Bhd. ("Rainbow Roofguard") in November 1999.

In October 2018, Lembaga Kumpulan Wang Simpanan Pekerja (the Employees Provident Fund) ("EPF") had filed a suit against myself, Rainbow Roofguard and Mr. Chong Guang Heng (the "Defendants") in the Magistrate Civil Court of Kuala Lumpur in relation to the delayed payment of the EPF contributions. As a result of the late payment of the EPF contributions, EPF had filed a claim against the Defendants for the payment of the accrued dividends and late payment charges for the period between February 2005 and March 2018 (the "Suit").

On 23 November 2018, the Magistrate Civil Court of Kuala Lumpur had ruled against the Defendants, ordering the Defendants to, jointly and severally, pay to the EPF a total sum of RM4,636.00 (the "Judgement").

Further to the Judgement, an out of court settlement was reached between the Defendants and EPF, and EPF had withdrew the case against the Defendants.

To the best of my knowledge, there were no further actions taken against the Defendants, nor were there fines or penalties imposed on me arising from the Suit.
(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
I was the Independent Non-Executive Director of Talam Transform Berhad (formerly known as Talam Corporation Berhad) ("Talam"), a company listed on the Main Market of the Bursa Securities between May 2010 and May 2023.

On 17 June 2011, Talam was publicly reprimanded by Bursa Securities (the "Reprimand") for the breach of paragraph 9.16(1)(a) of the Bursa Securities Main Market Listing Requirements ("Main Market LR") in relation to a difference of RM1,223,000, or 17.2% between the reported unaudited profit after taxation of minority interest of RM7,090,000 in its fourth quarterly report for the financial period ended 31 January 2010 vis-a-vis an audited profit after taxation and minority interest of RM8,313,000 in its annual audited accounts for the financial year ended 31 January 2010 (the "Deviation"). The Deviation was mainly due to Talam's oversight and errors.

For the avoidance of doubt, Bursa Securities had not made any findings that any of the directors of Talam had during the relevant time caused or permitted the aforesaid breach by Talam. While I was the Independent Non-Executive Director of Talam when the Reprimand was issued, I was not the director of Talam at the relevant time in respect of the Deviation.

I was not the subject of the Reprimand, and there were no actions taken against me, nor were there fines or penalties imposed on me arising from the Deviation.
Disclosure applicable to the appointment of Director only.
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
Datuk Ng will be attending the relevant training in the roles and responsibilities of a director of a Singapore public listed company as prescribed by the Exchange within one (1) year from the date of his appointment.
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