Change - Announcement of Appointment::Re-designation of Managing Director to Executive Chairman and Director

Issuer & Securities

Issuer/ Manager
Y VENTURES GROUP LTD.
Securities
Y VENTURES GROUP LTD. - SG1DH7000008 - 1F1
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
03-Aug-2022 17:34:00
Status
New
Announcement Sub Title
Re-designation of Managing Director to Executive Chairman and Director
Announcement Reference
SG220803OTHRLL6B
Submitted By (Co./ Ind. Name)
Low Yik Jin
Designation
Chief Executive Officer and Executive Director
Description (Please provide a detailed description of the event in the box below)
Re-designation of Managing Director to Executive Chairman and Director.

This announcement has been prepared by the Company and its contents have been reviewed by the Company's Sponsor, RHT Capital Pte. Ltd. (the "Sponsor") for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST").

This announcement has not been examined or approved by the SGX-ST 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 person for the Sponsor is Mr Leong Weng Tuck - Registered Professional, 6 Raffles Quay, #24-02, Singapore 048580, sponsor@rhtgoc.com

Additional Details

Date Of Appointment
08/08/2022
Name Of Person
Low Yik Sen
Age
44
Country Of Principal Residence
Singapore
Date of last re-appointment (if applicable)
28/04/2022
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
After reviewing the recommendation of the Nominating Committee, the Board of Directors of the Company approved the re-designation of Mr Low Yik Sen ("Mr Adam Low") as Executive Chairman and Director of the Company with effect from 8 August 2022. Mr Adam Low had abstained from the deliberations and decision of his re-designation.
Whether appointment is executive, and if so, the area of responsibility
Executive. Mr Adam Low is responsible for the Group's strategic direction and growth. He also oversees the Solutions Division. Other key areas include focusing on e-Commerce, Training Solutions, and the Logistics Division of the Group.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Executive Chairman and Director
Professional qualifications
Nil
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 Adam Low is the brother of Mr Low Yik Jin, the Chief Executive Officer and Executive Director of the Company.
Conflict of interests (including any competing business)
Nil
Working experience and occupation(s) during the past 10 years
Mr Adam Low, one of the co-founders of the Group, was appointed to the Board on 2 January 2013 and became the Executive Chairman and Managing Director of the Company on 29 May 2017.

He was re-designated as Managing Director of the Company on 1 March 2019.
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 Adam Low is deemed to be interested in 53,365,000 ordinary shares held under custodian nominee account(s).
# 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. Avalon Worldwide Group Ltd.
2. Faire Holdings Pte. Ltd.
3. JustNile Distribution Ltd. (dissolved on 23 February 2021)
4. JustNile Malaysia Sdn. Bhd. (struck off on 24 June 2021)
5. JustNile UK Pte Ltd (struck off on 13 October 2020)
Present
1. JustNile Pte. Ltd.
2. JustNile (SEA) Pte. Ltd.
3. JustNile Holdings
4. LYJ International Pte. Ltd.
5. SKAP Logistics Pte. Ltd.
6. SKAP Waste Management Pte. Ltd.
7. Shenzhen Evermint Technology Company Limited
8. Y Ventures Lab 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
On 12 March 2019, the Company had appointed an external professional firm, Deloitte & Touche Enterprise Risk Services Pte. Ltd. ("Deloitte") to conduct an Independent Review on, amongst others, the adequacy and effectiveness of the internal controls of the Group for the financial reporting period starting from 1 January 2014 to 31 December 2018.

On 16 March 2021, Deloitte had issued its Independent Review Report and concluded that the misstatements in the unaudited financial statements for the half year ended 30 June 2018 had occurred mainly because there was non-compliance with the Group's internal procedures implemented following the review on the Group's internal controls during its Initial Public Offering (IPO). The underlying causes of misstatements are broadly categorised as: (a) ineffective monitoring of inventory balance, (b) weaknesses in the procurement and payment process, (c) inadequate review of accounting entries and (d) inadequate review of financial closing and reporting process. On the same day, Singapore Exchange Regulation ("SGX RegCo") announced that it will investigate further for potential breaches of the Catalist Rules by the Company, its directors and/or key executive officers as highlighted in the Independent Review Report (the "SGX RegCo Investigation"). At the date of this announcement of Mr Adam Low's re-designation as Executive Chairman and Director of the Company, the SGX RegCo Investigation is still ongoing.

(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
Please refer to item j(i) above for details.
Any prior experience as a director of an issuer listed on the Exchange?
Yes
If Yes, Please provide details of prior experience
Executive Chairman and Managing Director of Y Ventures Group Ltd.
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)
Not applicable.