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

Issuer & Securities

Issuer/ Manager
THOMSON MEDICAL GROUP LIMITED
Securities
THOMSON MEDICAL GROUP LIMITED - SG1M49904634 - A50
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
31-Oct-2025 21:48:19
Status
New
Announcement Sub Title
Redesignation of Independent Director to Non-Independent and Non-Executive Director
Announcement Reference
SG251031OTHRF23N
Submitted By (Co./ Ind. Name)
Seah Sin Yuen
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
Following the conclusion of the Company's 25th Annual General Meeting (the "AGM 2025") held on 31 October 2025 and pursuant to Listing Rule 210(5)(d)(iv), Mr Ong Pang Liang, who has served the Board for an aggregate period of more than nine years has ceased to be independent. Accordingly, he has been re-designated from Independent Director to Non-Independent and Non-Executive Director with effect from 31 October 2025, upon the conclusion of the AGM 2025.

Additional Details

Date Of Appointment
01/01/2016
Name Of Person
Ong Pang Liang
Age
66
Country Of Principal Residence
Singapore
Date of last re-appointment (if applicable)
30/10/2024
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board has considered the Nominating and Remuneration Committee ("NRC")'s recommendation and assessments of Mr Ong's qualifications and experiences and is satisfied that he will continue to contribute relevant knowledge, skills and experience to the Board. Mr Ong has abstained from the deliberations of the NRC as well as that of the Board pertaining to his re-designation from Independent Director to Non-Independent and Non-Executive Director.

Mr Ong will, upon re-designation, continue to serve as a Non-Independent and Non-Executive Director and as the Chairman of the Audit and Risk Committee ("ARC") as well as a member of the NRC. In view of the pending vacancy in Independent Director position arising from the cessation of Mr Ong as Independent Director, the NRC has initiated a search for and identification of suitable candidates to fill the vacancy to ensure continued compliance with the Listing Rules and the Code of Corporate Governance 2018. As at the date of this announcement, the search and identification process is ongoing. The Company will make further announcements to update shareholders in due course.
Whether appointment is executive, and if so, the area of responsibility
Non-Executive
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
- Non-Independent and Non-Executive Director
- Chairman of the Audit and Risk Committee
- Member of the Nominating and Remuneration Committee
Professional qualifications
Bachelor of Business Administration, University of Singapore
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
2012 to 2019
Non-Executive Director, Avarga Ltd

2010 to 2012
Finance Director, Avarga 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
Direct interest
- 15,000,000 ordinary shares in the Company
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)
1. Avarga Limited
2. Avarga Investment Pte. Ltd.
3. RSP Holdings Pte. Ltd.
4. Secura Group Limited
5. UPP Industries Pte. Ltd.
6. UPP Greentech Pte. Ltd.
Present
1. Bluewater Investments Pte. Ltd.
2. Valencia Club de Futbal, S.A.D.
(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
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
Mr Ong has been a Director of the Company since 2016.
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)
NA