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

Issuer & Securities

Issuer/ Manager
NATURAL COOL HOLDINGS LIMITED
Securities
NATURAL COOL HOLDINGS LIMITED - SG1T36930298 - 5IF
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
11-Nov-2022 17:54:33
Status
New
Announcement Sub Title
Appointment of Independent Non-Executive Director
Announcement Reference
SG221111OTHRO3FQ
Submitted By (Co./ Ind. Name)
Tsng Joo Peng
Designation
Group Chief Executive Officer
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 Ms Lim Hui Ling, 16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318, sponsorship@ppcf.com.sg.

Additional Details

Date Of Appointment
11/11/2022
Name Of Person
Tran Phuoc (Lucas Tran) ("Mr Tran")
Age
58
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)
Mr Tran has extensive experience with over thirty-five years of public accounting experience in auditing, and providing accounting and related advice on financial reporting matters, as well as regulatory compliance matters relating to the Companies Act and SGX-ST listing rules. He has assisted companies in initial public offerings, reverse takeovers, bond issuance and other capital raising exercises. He has also advised companies in restructuring exercises, and merger and acquisitions transactions. These will enhance the core competency and diversity of skills of the current Board. Having considered the recommendation of the Nominating Committee, and Mr Tran's academic and professional qualification, business experience, competencies, and other qualities in relation to the Company's business activities and strategic goals, the Board approved the appointment of Mr Tran as an Independent Non-Executive Director of the Company.

The Board considered Mr Tran to be independent for the purpose of Rule 704(7) of the Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist.
Whether appointment is executive, and if so, the area of responsibility
The appointment is independent non-executive.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent Non-Executive Director, Member of the Audit and Risk, Nominating and Remuneration Committees.
Professional qualifications
Mr Tran holds a Bachelor of Commerce degree from the University of New South Wales, Australia. He is a member of Institute of Singapore Chartered Accountants and Singapore Institute of Directors ("SID").
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
No
Conflict of interests (including any competing business)
No
Working experience and occupation(s) during the past 10 years
May 2021 to present
Partner of WLT Assurance LLP

January 2021 to June 2021
Partner of RSM Chio Lim LLP

September 2001 to September 2020
Partner of KPMG LLP
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
# 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. KPMG LLP - Partner
2. Wellsley Pte. Ltd.
3. RSM Chio Lim LLP - Partner
Present
1. Pick Network Pte. Ltd.
2. WLT Assurance LLP - Partner
3. Seviora Holdings Pte. 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
During his twenty plus years career with KPMG Singapore, Mr Tran was the audit engagement partner for numerous listed companies. He was involved in capital raising exercises as reporting accountants, participated in audit committee and board meetings on continuing compliance obligations of listed companies, as well as governance and risk management projects. As a result, Mr Tran understands the roles and responsibilities, and the practical aspects of a director of listed companies.

Furthermore, over the last two years, Mr Tran has been appointed as director of non-listed companies in the capacity of Audit and Risk Committee Chair.

Nonetheless, Mr Tran has completed certain SID programs for listed company directors and the Company will arrange for Mr Tran to complete the remaining mandatory training modules within one year from the date of his appointment.

Mr Tran attended the following events conducted by SID in 2021 and 2022:

- Listed entity director essentials
- ACRA-SGX-SID audit committee seminar 2022
- Environmental, social and governance essentials
- Maximising the value of internal audit