Change - Announcement of Appointment::Appointment of Executive Director

Issuer & Securities

Issuer/ Manager
UNION GAS HOLDINGS LIMITED
Securities
UNION GAS HOLDINGS LIMITED - SG1DI1000002 - 1F2
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
31-Oct-2018 21:57:04
Status
New
Announcement Sub Title
Appointment of Executive Director
Announcement Reference
SG181031OTHR9FIP
Submitted By (Co./ Ind. Name)
Wong Yoen Har
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, CIMB Bank Berhad, Singapore Branch (the "Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST"), this being the SGX-ST Listing Manual Section B: Rules of Catalist. The Sponsor has not independently verified the contents of this announcement.

This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume 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 persons for the Sponsor are Mr Yee Chia Hsing, Head, Catalist, Investment Banking, Singapore and Mr Ken Lee, Associate Director, Investment Banking, Singapore. The contact particulars are 50 Raffles Place, #09-01, Singapore Land Tower, Singapore 048623, Telephone: (65) 6337 5115.

Additional Details

Date Of Appointment
01/11/2018
Name Of Person
Teo Hark Piang
Age
40
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The Nominating Committee ("NC") and the Board have reviewed and considered the qualifications and work experience of Mr Teo Hark Piang ("Mr Teo") and found Mr Teo to be a suitable candidate for the appointment as Executive Director. Accordingly, the NC has recommended and the Board has approved the appointment of Mr Teo as Executive Director and Director of Sales (Commercial and Industrial).
Whether appointment is executive, and if so, the area of responsibility
Executive. Responsible for overseeing marketing strategies in relation to commercial and Industrial segment.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Executive Director and Director of Sales (commercial and Industrial).
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Mr Teo is the son of Mr Teo Kiang Ang, the non-executive Chairman and the controlling shareholder of the Company, and brother of Ms Alexis Teo, the Executive Director and Chief Executive Officer of the Company.
Conflict of interests (including any competing business)
Mr Teo is interested or holds or held directorships in certain entities as described below.

The Union Energy Corporation Pte. Ltd. ("UEC" and together with its subsidiaries, the "UEC Group") is incorporated in Singapore and its principal business activities are the manufacture of gas, distribution of gaseous fuels through mains, and the general wholesale trade (including general importers and exporters). As at the date of announcement, Mr Teo, his father (Mr Teo Kiang Ang), and his sister (Alexis Teo) has 12.55%, 61.89% and 5.38% shareholding interest in UEC, respectively. Mr Teo is also the director of UEC.

Choon Hin Gas Supply Pte Ltd, Gasmart Pte Ltd, Jurong Ind. LPG Pte Ltd, Sembas (Asia) Trading Pte Ltd, Semgas (S) Pte Ltd, Firstway LPG Pte Ltd, Semgas Supply Pte. Ltd. and Summit Gas Systems Pte Ltd which are subsidiaries of UEC, presently engage in, inter alia, a similar but not competing business to that of the Company. Excell Gas Services Pte. Ltd. which is also subsidiary of UEC, is currently dormant.

Our Directors believe that the UEC Group is not a direct competitor of our Group for the following reasons:

a) our Retail LPG Business focuses on serving mainly domestic households and hawkers centres (we had acquired U-Gas Pte Ltd from UEC on 23 April 2018) in Singapore through supplying them with bottled LPG cylinders as well as LPG-related accessories while the UEC Group's business focuses on serving commercial and industrial customers (excluding hawker centres) in Singapore;

b) the bottled LPG cylinders sold by our Group to domestic households are of different specifications compared to those sold to end-users by the UEC Group. The UEC Group supplies its commercial and industrial customers (excluding hawker centres) with mainly 50 kg bottled LPG cylinders, whilst we supply our domestic household customer with mainly the standard 4.5 kg, 11 kg, 12.7 kg and 14 kg bottled LPG cylinders; and

c) the UEC Group does not supply bottled LPG cylinders directly to domestic households in Singapore. Instead, it sells bottled LPG cylinders to third-party dealers, who then on-sell them to domestic customers. We do not engage in the sale of bottled LPG cylinders to third-party dealers.

Mr Teo will not be involved in the day-to-day operations of UEC Group and will not have an executive role in UEC Group with effect from 1 November 2018.

In addition, any potential conflicts of interest that might arise in connection with Mr Teo Kiang Ang and his associates (including Mr Teo Hark Piang) is mitigated by, inter alia, the non-competition deed entered into by Mr Teo Kiang Ang and the Company on 27 June 2017.

Please refer to the section entitled "Potential Conflicts of Interest" of the Offer Document dated 13 July 2017 for further details.
Working experience and occupation(s) during the past 10 years
2003 to Current - Executive Director, Union Energy Corporation Pte Ltd, Summit Gas Systems Pte Ltd, Sembas (Asia) Trading Pte Ltd, Jurong Ind. LPG Pte Ltd, Gasmart Pte Ltd, Choon Hin Gas Supply Pte Ltd, Firstway LPG Pte Ltd, Semgas Supply Pte. Ltd., Semgas (S) Pte. Ltd. and Union Power Pte 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 Teo is directly interested in the 8,291,232 ordinary shares of the Company.
# 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)
Union Gas Pte. Ltd.
Union Energy Pte. Ltd.
U-Gas Pte. Ltd.
U Property Holdings Pte. Ltd.
Present
Union Energy Corporation Pte. Ltd. Group :
2010 to Current : Union Energy Corporation Pte. Ltd. ("UEC")
2017 to Current : Summit Gas Systems Pte. Ltd.
2002 to Current : Sembas (Asia) Trading Pte. Ltd.
2002 to Current : Semgas (S) Pte. Ltd.
2002 to Current : Excell Gas Services Pte. Ltd.
2002 to Current : Jurong Ind. LPG Pte. Ltd.
2002 to Current : Semgas Supply Pte. Ltd.
2002 to Current : Gasmart Pte. Ltd.
2002 to Current : Choon Hin Gas Supply Pte. Ltd.
2006 to Current : Firstway LPG Pte. Ltd.
2017 to Current : Union Power Pte. Ltd.

Other Companies :
2002 to Current : Choon Hin Investments Pte. Ltd.
2003 to Current : T K A Construction Pte. Ltd.
2018 to Current : Nam Hwa Opera Limited
2018 to Current : Traditional Arts Centre (Singapore) Ltd.
2016 to Current : Bukit Timah Seu Teck Sean Tong Institute Limited
2018 to Current : LK Tang Pte. Ltd.
2007 to Current : Oasis Holdings Private Limited
2007 to Current : Oasis Paradise Pte Ltd
2007 to Current : Oasis Investments Pte Ltd
2007 to Current : Azilla Assets 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
Yes
If Yes, Please provide full details
In 2012, Semgas (S) Pte. Ltd. and Gasmart Pte. Ltd., wholly-owned subsidiaries of Union Energy Corporation Pte. Ltd. (formerly known as Union Gas Supply Pte Ltd), paid composition sums amounting to an aggregate of approximately S$117,000 to the Inland Revenue Authority of Singapore as full settlement of the penalty for their inadvertent omission of certain income items in the IR8A forms for their employees for the years of assessment 2004 to 2009. Mr Teo is a director of Semgas (S) Pte. Ltd. and Gasmart Pte. Ltd..
(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
a) In or around 2009, Mr Teo was interviewed by The Corrupt Practices Investigation Bureau in relation to the alleged corrupt practices involving an officer of The National Environment Agency of Singapore. The said National Environment Agency of Singapore officer was subsequently charged in April 2010 and granted a discharge amounting to an acquittal in October 2010. Mr Teo was not the subject of the investigation, and there had been no further contact or request for assistance from the Corrupt Practices Investigation Bureau, and Mr Teo had not been charged with any offence in relation to the incident.
b) Mr Teo previously had not declared car benefits for the reporting to the Inland Revenue Authority of Singapore for the year of assessment between 2004 to 2009. A penalty of the full amount was imposed by the Inland Revenue Authority of Singapore in 2012 and was settled in the same year.
Any prior experience as a director of a listed company?
No
If No, Please provide details of any training undertaken in the roles and responsibilities of a director of a listed company
The Company has arranged for Mr Teo to attend Listed Entity Director Programme organised by the Singapore Institute of Directors on 8 November 2018.