| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Apr 10, 2025 18:40 |
| Status | New |
| Announcement Sub Title | Appointment of Esmond Choo Liong Gee as Independent Non-Executive Director |
| Announcement Reference | SG250410OTHRZU5E |
| Submitted By (Co./ Ind. Name) | Sim Yong Siang |
| Designation | Founding Chairman |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Esmond Choo Liong Gee as Independent Non-Executive Director |
| Additional Details | |
| Date Of Appointment | 01/05/2025 |
| Name Of Person | Esmond Choo Liong Gee |
| Age | 68 |
| 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) | The Nominating Committee has recommended the appointment of Esmond Choo Liong Gee ("Esmond Choo") as Non-Executive Independent Director of the Company. The Board of Directors, having considered the Nominating Committee's recommendation and reviewed the qualifications and work experience of Esmond Choo, believes that Esmond Choo's experience would be beneficial to the Group and approved Esmond Choo's appointment as Non-Executive Independent Director of the Company. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive and Independent |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Executive and Independent Director and a Member of the Remuneration Committee |
| Professional qualifications | Bachelor of Commerce (2nd Class Upper Honours) Degree, University of Melbourne Member of the Institute of Chartered Accountants of Australia and New Zealand (Retired) |
| 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) | Nil |
| Working experience and occupation(s) during the past 10 years | UOB Kay Hian Private Limited - Appointed Executive Director on 1 October 2001 and retired as Senior Executive Director on 31 March 2021 UOB-Kay Hian Holdings Limited - Appointed as Executive Director on 31 May 2006 and retired as Non-Executive and Non-Independent Director on 28 April 2022. |
| 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. UOB-Kay Hian Holdings Limited 2. ST. Joseph's Institution International Ltd. 3. ST. Joseph's Institution International Elementary School Ltd. 4. UOB Kay Hian Private Limited 5. UOB Kay Hian (U.K.) Limited 6. Seasure Insurance Pte. Ltd. 7. UOB Kay Hian Credit (M) Sdn. Bhd. 8. UOB Kay Hian Securities (M) Sdn. Bhd. 9. PT UOB Kay Hian Sukuritas 10. CSOP FTSE Indian Government Bond (Far) Index ETF VCC 11. Singapore Eye Research Institute |
| Present | 1. ECterra Pyay Pte. Ltd. 2. GMC268 Investment Limited 3. ECterra Agriculture Company Limited 4. Sustainable Finance Institute Asia Limited 5. CSOP Investments II VCC 6. SPH Foundation Limited 7. CSOP Investments III VCC 8. ST. Joseph's Institution International Preschool Ltd. 9. Arche Investment Holdings Pte. Ltd. 10. Arche Asset Management 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? | Yes |
| If Yes, Please provide full details | The Monetary Authority of Singapore (MAS) imposed on UOB Kay Hian Private Limited (UOBKH) a composition penalty of $375,000 for its failures to comply with business conduct and AML/CFT requirements. SGX RegCo imposed requirements on UOBKH in relation to IPO/RTO activities after considering the action taken by MAS. These requirements include not accepting new mandates to act as an issuer manager or full sponsor for SGX Mainboard/Catalist IPO and RTO submissions and certain requirements in relation to introducing activities as a full sponsor (Moratorium). SGX RegCo lifted the Moratorium on 17 October 2024. |
| (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? | Yes |
| If Yes, Please provide details of prior experience | Esmond Choo has been an executive director of UOB-Kay Hian Holdings Limited (UOBKH Holdings) since 31 May 2006. He was redesignated from executive director to Non-Executive Non-Independent Director on 1 April 2021 and subsequently retired at the conclusion of the Annual General Meeting of UOBKH Holdings on 28 April 2022. |