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

Issuer & Securities

Issuer/ Manager
BROMAT HOLDINGS LTD
Securities
BROMAT HOLDINGS LTD - SGXE18744354 - 9I7
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
03-Jan-2025 18:49:04
Status
New
Announcement Sub Title
Appointment of Non-Executive and Non-Independent Director
Announcement Reference
SG250103OTHRMIQZ
Submitted By (Co./ Ind. Name)
Lim Teck-Ean
Designation
Executive Director
Description (Please provide a detailed description of the event in the box below)
Appointment of Mr. Frank Liu Tao as Non-Executive and Non-Independent Director.

This announcement has been reviewed by the Company's Sponsor, SAC Capital Private Limited (the "Sponsor"). This announcement has not been examined or approved by the Singapore Exchange Securities Trading Limited ("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. Tay Sim Yee (Tel: (65) 6232 3210) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.

Additional Details

Date Of Appointment
06/01/2025
Name Of Person
Frank Liu Tao
Age
58
Country Of Principal Residence
China
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Nominating Committee and the Board of the Company have reviewed and considered the following:

(i) the qualifications and experience of Mr. Frank Liu Tao, and are of the view that Mr. Frank Liu Tao has the requisite experience and capability to contribute effectively in the Company;
(ii) pursuant to the loan agreement announced on 16 November 2024, as part of the special condition, Mr. Frank Liu Tao will be appointed as the Non-Executive and Non-Independent Director of the Company. Mr. Frank Liu Tao, as at the date of this announcement has extended in aggregate S$400,000 to the Company;
(iii) Mr. Frank Liu Tao's expected contribution to the Company in terms of business contacts for the Group to explore potential business opportunities in China and provide funding or introduce potential investors to the Group; and
(iv) based on the due diligence conducted by the Sponsor of the Company and the statutory declaration provided by Mr. Frank Liu Tao, there are no adverse findings to doubt his suitability to be a director of the Company.

Accordingly, the Nominating Committee and the Board of the Company have approved the appointment of Mr. Frank Liu Tao as a Non-Executive Director of the Company.
Whether appointment is executive, and if so, the area of responsibility
No
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Executive and Non-Independent Director
Professional qualifications
Columbia Senior Executive Program - Columbia University Institute School of Business
Bachelor of Arts - Beijing Union University
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
As announced on 31 December 2024, Mr. Frank Liu Tao had undertaken to subscribe for 9,090,909 Rights Shares pursuant to the Proposed Renounceable Non-Underwritten Rights Issue.

Pursuant to the loan agreement announced on 16 November 2024, Mr. Frank Liu Tao had agreed to extend a loan of S$600,000 to the Company ("Loan"). Further, as announced on 31 December 2024, he had executed an irrevocable undertaking to subscribe and pay in full for 9,090,909 Rights Shares. The subscription monies for the Rights Shares will be made by offsetting from the Loan.
Conflict of interests (including any competing business)
Mr. Frank Liu Tao is the legal representative and executive director of Shanghai Wuzhao Catering Management Co Ltd which is in the catering and food and beverage business ("F&B") in China. Currently, the said entity is dormant. He is also the legal representative and executive director of Shanghai Qibajiu Network Technology Co Ltd ("Qibajiu") which is currently involved in the internet service business in China. Previously, Qibajiu was in the F&B business.

Where any situation of actual or potential conflict of interest arises, Mr. Frank Liu Tao will disclose the nature of the conflict and notify the Board promptly. He will also recuse himself from the relevant discussion and decision making. Further, Mr. Frank Liu Tao has executed a non-compete undertaking ("Non-Compete Undertaking"). Pursuant to the Non-Compete Undertaking, he has irrevocably and unconditionally undertaken to the Company that during the Restricted Period* (as defined below), he shall not, and shall procure that his associates and/or entities controlled by him, shall not
(i) directly or indirectly, alone or in conjunction with any individual or entity, participate in any business activities (current or future) relevant to the Company within Singapore or China.; and

(ii) directly or indirectly, alone or in conjunction with any individual or entity, hold interests in any company within Singapore or China whose portfolio and/or themes of business are similar and in direct competition to those of the Group.

*Restricted Period means the period commencing on the date of appointment as a director and for as long as Mr. Frank Liu Tao is a director of the Company or Group, an employee of the Group or a controlling shareholder of the Company (as the case may be) and ending on a date falling 12 months after his cessation.
Working experience and occupation(s) during the past 10 years
2000 - present, Chairman of Gao Sheng Investment Company 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?
Yes
Shareholding Details
None, save for Mr. Frank Liu Tao's interest in the Rights Shares as disclosed above.
# 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)
Executive Director, Shanghai Xuanshang Enterprise Management Co Ltd
Present
Executive Director, Shanghai Wuzhao Catering Management Co Ltd
Executive Director, Shanghai Qibajiu Network Technology Co Ltd
Executive Director, Shanghai Jiyi Enterprise Management Co Ltd
Executive Director, Shanghai Gaofeng Consulting Management Co Ltd
Executive Director, Baodao Investment Consulting Co Ltd
Executive Director, Shanghai Jinbaozheng Business Consulting Co Ltd
Executive Director, Shanghai Gaoming Consulting Management Co Ltd
Executive Director, Shanghai Gaosheng Commercial Building Management Co Ltd
Executive Director, Shanghai Gaosheng Commercial Plaza Co Ltd
Executive Director, Shanghai Gaosheng Investment Co Ltd
Executive Director, Shanghai Gaosheng Cultural Development Co Ltd
Executive Director, Shanghai 789 Network Technology Co., Ltd
Executive Director, Shanghai Gaosheng Mansion Corp Ltd
(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
Yes
If Yes, Please provide full details
There were 2 administrative actions in 2018 and 2022 by Gaosheng Commercial Plaza which Mr. Frank Liu Tao is a legal representative.

On 22 December 2022, the Shanghai Huangpu District Health and Wellness Committee fined Gaosheng Commercial Plaza RMB 2,000 (approximately USD 280) for failing to take health precautions in its water supply facilities.

On 26 August 2018, the Shanghai Huangpu District Urban Management and Administrative Law Enforcement Bureau fined Gaosheng Commercial Plaza RMB 500 (approximately USD 70) for unauthorised occupation of city roads.
(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?
No
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
Mr. Frank Liu Tao will attend the relevant training on the roles and responsibilities of a Director of a listed issuer as prescribed by the Exchange.