Change - Announcement of Appointment::Appointment of Executive Chairman and Chief Executive Officer

Issuer & Securities

Issuer/ Manager
SEN YUE HOLDINGS LIMITED
Securities
SEN YUE HOLDINGS LIMITED - SG1M25902545 - 5BS
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
08-Aug-2022 21:01:53
Status
New
Announcement Sub Title
Appointment of Executive Chairman and Chief Executive Officer
Announcement Reference
SG220808OTHRL8LK
Submitted By (Co./ Ind. Name)
Chee Yoh Chuang and Lin Yueh Hung
Designation
Judicial Managers
Description (Please provide a detailed description of the event in the box below)
This announcement has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Mr. Joseph Au, 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318, sponsorship@ppcf.com.sg.

Additional Details

Date Of Appointment
05/08/2022
Name Of Person
Yap Meng Sing
Age
75
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
His appointment as the Executive Chairman and Chief Executive Officer was proposed pursuant to the terms and conditions of the Subscription Agreement ("Proposed Appointment"). The Proposed Appointment was approved by shareholders of the Company at an Extraordinary General Meeting held on 21 July 2022. Further, SGX-ST has no-objection to lifting the condition for change in composition of the Company's board of directors in its notice of compliance dated 18 June 2020 pursuant to the Company's announcement dated 20 July 2022.
Whether appointment is executive, and if so, the area of responsibility
Executive.

Mr Yap Meng Sing will play a key role in promoting high standards of corporate governance, encourage constructive relations within the Board and between the Board and Management, and ensuring that the Board reviews and approves the Group's key strategies and policies.

He will also be responsible for formulating and executing the Group's strategies and report to the Board on the performance of the Group.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Executive Chairman and Chief Executive Officer
Professional qualifications
NA
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
Save as disclosed in the circular dated 6 July 2022 and Mr Yap Meng Sing is the director and shareholder of Electroloy which will be a new Controlling Shareholder upon Completion of the Proposed Subscriptions, Mr Yap Meng Sing does not have any relationship with any existing director, executive officer or substantial shareholders of the Group.

Conflict of interests (including any competing business)
Modeltech Sdn Bhd

Modeltech Sdn Bhd, a private limited company incorporated and based in Malaysia, is principally engaged in the business of processing of nonferrous and precious metal scraps such as lead, tin and silver. Their customers are mainly based in Malaysia.

Mr Yap Meng Sing's siblings, namely, Mr Yap Meng Khiang and Mr Yap Sock Eng are directors and shareholders of Modeltech Sdn Bhd. Mr Yap Meng Khiang and Mr Yap Sock Eng hold 51% and 49% shareholding interest in Modeltech Sdn Bhd, respectively.

The Judicial Managers note that any potential conflicts of interest arising from Mr Yap Meng Sing's associates in Modeltech Sdn Bhd is mitigated by the following:

(a) Mr Yap Meng Sing is not a director or shareholder of Modeltech Sdn Bhd and is not involved in the management or day-to-day operations of Modeltech Sdn Bhd;

(b) The business of Modeltech Sdn Bhd is distinct and separate from our Group's businesses as our Group is engaged in trading and recycling of different type of commodities including copper and electronic waste from that of Modeltech Sdn Bhd and our Group does not have any dealings with Modeltech Sdn Bhd;

(c) the target market and customer of our Group and Modeltech Sdn Bhd are different due to the difference in the type of commodities handled and Modeltech Sdn Bhd serves a different group of customers who are mainly based in Malaysia while the Group's customers are mainly based in China, Thailand and Hong Kong.

(d) Mr Yap Meng Sing has provided a non-compete undertaking under his service agreement in relation to his appointment as Executive Chairman and Chief Executive Officer including amongst others an undertaking not to participate, directly or indirectly, in the management or operations of Modeltech Sdn Bhd or any other business similar to that of the Group.
Working experience and occupation(s) during the past 10 years
May 1977 to present:
Founder and Director of Electroloy's group of businesses including the following companies:
(a) Electroloy Metal Pte Ltd;
(b) Electroloy Technologies Pte Ltd;
(c) Electroloy Corporation Sdn Bhd;
(d) Electroloy (India) Pvt Ltd;
(e) Electroloy Metal (Suzhou) Co. Ltd;
(f) Electroloy Metal (Shenzhen) Co. Ltd;
(g) Electroloy Technologies (Huizhou) Co. Ltd; and
(h) Electroloy (HK) Co. 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
Mr Yap Meng Sing holds a direct interest of 5,950,000 Shares, representing 0.18% of the total number of Shares in issue and a deemed interest in 1,750,000,000 Shares in which Electroloy Metal Pte Ltd has an interest, representing 54.05% of the total number of Shares in issue.
# 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)
June 2010 to Sep 2018 - Director of Electroloy Holdings Pte Ltd
Present
- Electroloy Metal Pte Ltd
- Electroloy Technologies Pte Ltd
- Electroloy Corporation Sdn Bhd
- Electroloy (India) Pvt Ltd
- Electroloy Metal (Suzhou) Co. Ltd
- Electroloy Metal (Shenzhen) Co. Ltd
- Electroloy Technologies (Huizhou) Co. Ltd
- Electroloy (HK) Co. 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
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?
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 Yap Meng Sing will be attending courses conducted by the Singapore Institute of Directors to familiarise himself with the roles and responsibilities of a director of a Singapore listed company.