Change - Announcement of Appointment::Announcement of Appointment of Non-Executive Director
Issuer & Securities
CHARISMA ENERGY SERVICES LIMITED
CHARISMA ENERGY SERVICES LTD - SG2B54957198 - 5QT
Change - Announcement of Appointment
Date &Time of Broadcast
Announcement Sub Title
Announcement of Appointment of Non-Executive Director
Submitted By (Co./ Ind. Name)
Tan Wee Sin
Description (Please provide a detailed description of the event in the box below)
Appointment of Non-Executive Director.
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor") in accordance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.
This announcement has not been examined or approved by the SGX-ST. 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 Gillian Goh, Director, Head of Continuing Sponsorship (Mailing Address: 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 and E-mail: firstname.lastname@example.org).
Date Of Appointment
Name Of Person
Eng Chiaw Koon
Country Of Principal Residence
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The Board, having considered the recommendation of the Nominating Committee and assessed Mr Eng's qualifications and experience, is satisfied that Mr Eng has the requisite experience and capabilities to assume the duties and responsibilities as a Non-Executive Director of the Company.
Whether appointment is executive, and if so, the area of responsibility
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Diploma in Mechanical Engineering
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
Mr Eng is currently a Deputy Chief Executive Officer of Ezion Holdings Limited ("Ezion"), the controlling shareholder of the Company. He acts as a representative of Ezion for Charisma Energy Services Limited.
Conflict of interests (including any competing business)
Mr Eng is currently the Non-Independent and Non-Executive Director of AusGroup Limited ("AusGroup"), an engineering contractor servicing mainly clients from resources and oil and gas industries and operates primarily in Australia. He is also the Deputy Chief Executive Officer of Ezion. Ezion and its subsidiaries ("Ezion Group") specialises in the development, ownership and chartering of strategic offshore assets to support the offshore energy markets.
The Group's business focus is in renewable energy and is in the process of disposing the assets in marine and offshore oil and gas services ("O&G"). The Group currently has minimal operations in O&G business.
Although the 3 groups serve similar industries, they are with completely different business focus. Ausgroup is engineering service provider, Ezion Group is the owner and operator of strategic offshore assets while the Group is in renewable energy business. In addition, there are no material transactions between the 3 groups other than the sale of Accommodation Village between Ausgroup and the Group which was completed on 19 June 2019.
Based on the above, the Company is of the view that there will be no impact to Mr Eng's ability to pursue the interest of one business over another. Mr Eng will also take appropriate steps to ensure conflict of interest is minimised and ensure adequate resources will be allocated to the Company.
Working experience and occupation(s) during the past 10 years
2019 - present:
(i) Deputy Chief Executive Officer of Ezion Holdings Limited;
(ii) Non-Independent and Non-Executive Director of Ausgroup Limited.; and
(iii) Acting Group General Manager of Charisma Energy Services Limited (stepped down on 31 January 2020).
2018 - 2019
Consultant of Ezion Holdings Limited
2015 - 2019
Executive Director and Managing Director of Ausgroup Limited
2014 - 2015
Director, Special Projects of Ezion Holdings Limited
2004 - 2013
Chief Executive Officer / Chief Operating Officer of Aqua-Terra Supply Co. Limited / KS Distribution 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))
Shareholding interest in the listed issuer and its subsidiaries?
1,000,000 ordinary shares and 850,000 warrants in Charisma Energy Services Limited
# 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) Rotating Offshore Solutions Pte Ltd
2) Henosis Investments Pte Ltd
3) Teras Oranda Pte Ltd
4) Terasea Pte Ltd
Please refer to Appendix A attached.
(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?
(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?
(c) Whether there is any unsatisfied judgment against him?
(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?
(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?
(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?
(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?
(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?
(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?
(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
(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
(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
(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?
(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?
Any prior experience as a director of an issuer listed on the Exchange?
If Yes, Please provide details of prior experience
Mr Eng is currently a Non-Independent and Non-Executive Director of Ausgroup Limited, a company listed on the SGX-ST.
Appendix A_List of Present Directorship.pdf
Total size =21K