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Change - Announcement Of Re-Designation Of An Executive Chairman To A Non-Executive Chairman
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Oct 30, 2020
| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Oct 30, 2020 17:27 |
| Status | New |
| Announcement Sub Title | RE-DESIGNATION OF AN EXECUTIVE CHAIRMAN TO A NON-EXECUTIVE CHAIRMAN |
| Announcement Reference | SG201030OTHRAI9I |
| Submitted By (Co./ Ind. Name) | S SURENTHIRARAJ AND KOK MOR KEAT |
| Designation | COMPANY SECRETARIES |
| Description (Please provide a detailed description of the event in the box below) | This announcement has been reviewed by the Company's sponsor, Stamford Corporate Services Pte Ltd (the ''Sponsor'' ). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the ''SGX-ST'' ) and 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 Mr. Bernard Lui, Telephone: +65 6389 3000. Email: bernard.lui@morganlewis.com. |
| Additional Details | |
| Date Of Appointment | 31/10/2020 |
| Name Of Person | Dato' Jaya J B Tan |
| Age | 73 |
| Country Of Principal Residence | Malaysia |
| Date of last re-appointment (if applicable) | 28/10/2020 |
| The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process) | The Board of Directors of the Company wishes to announce the re-designation of Dato' Jaya J B Tan from an Executive Chairman to a Non-Executive Chairman of the Company and the resignation of Dato' Jaya J B Tan as member of the Nominating Committee with effect from 31 October 2020. The re-designation is due to Dato' Jaya's intention to focus on other commitments and his resignation from the NC is to enable the Company to comply with Provision 4.2 of the Code of Corporate Governance 2018 of which requires the NC to comprise at least 3 directors, the majority of whom, including the NC Chairman, are independent. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Executive Chairman |
| Professional qualifications | Bachelor of Engineering, University of Arizona |
| 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 | Brother of Dato' Kamal Y P Tan, a substantial shareholder and a director of the Company. Brother-in-law of Ms Tan Yet Meng, a substantial shareholder of the Company. Uncle of Mr Tan San Chuan, a director of the Company. |
| Conflict of interests (including any competing business) | No |
| Working experience and occupation(s) during the past 10 years | Executive Chairman of Lasseters International Holdings Limited |
| 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 | 95,868,540 ordinary shares |
| # 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) | Envictus Dairies NZ Limited Lasseters Corporation Limited PT Sentrafood Indonusa Sutera Mesra Sdn Bhd The Delicious Group Sdn Bhd The Delicious (Singapore) Pte Ltd |
| Present | Lasseters International Holdings Limited (Listed) Lasseters International Pte Ltd Lasseters Resorts Pte Ltd Lasseters Investments Pte Ltd Lasseters Interactive Gaming Pte Ltd Lasseters Holdings Pty Ltd Ford Dynasty Pty Ltd Lasseters Seaford Hotel Pty Ltd Lasseters CLG Pty Ltd Lasseters Valley Pty Ltd Lasseters Health Club Pty Ltd Lasseters Management (M) Sdn Bhd Lasseters Properties Sdn Bhd Merry Palms Sdn Bhd Super Ace Resources Sdn Bhd Cypress Lakes Group Pty Ltd Cypress Lakes Golf & Country Club Pty Ltd Cypress Lakes Property Pty Ltd The Golden Door Pty Ltd The Golden Door Holdings Pty Ltd The Golden Door Health Retreat - Elysia Pty Ltd The Golden Door Health Retreat - Willow Vale Pty Ltd Envictus International Holdings Limited (Listed) Envictus Brands Pte Ltd Envictus QSR Pte Ltd Envictus Capital (Labuan) Inc. Envictus Foods International Inc. Envictus (NZ) Limited Naturalac Nutrition Limited PT Quick Service Restaurant Delicious Catering Sdn Bhd De-luxe Food Services Sdn Bhd Envictus Central Food Services Sdn Bhd Envictus Dairies Marketing Sdn Bhd Envictus Food Services Sdn Bhd Envictus Foods (M) Sdn Bhd Envictus Gifts Sdn Bhd Envictus IT Services Sdn Bhd Eureka Capital Sdn Bhd Food Emporium Sdn Bhd Gourmessa Sdn Bhd Hot Bun Food Industries Sdn Bhd Lyndarahim Ventures Sdn Bhd Motivage Sdn Bhd Pok Brothers (Johor) Sdn Bhd Pok Brothers Sdn Bhd Polygold Beverages Sdn Bhd Polygold Holdings Sdn Bhd Polygold Marketing Sdn Bhd Reunion Restaurant Sdn Bhd San Francisco Coffee Sdn Bhd Texas Chicken (Malaysia) Sdn Bhd Consistent Earnings Sdn Bhd Motif Etika Sdn Bhd Panglima Etika Sdn Bhd Perinsu (Broker Insurans) Sdn Bhd Telecontinent Sdn Bhd YTF Nominees Sdn Bhd Modern Discovery Sdn Bhd Radiant Investments Limited United Pacific Corporation Ltd Nurring Group Limited Able New Investments Ltd New Magic Investments Limited Grand Imperial Saigon Hotel LLC |
| (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 | Dato' Jaya resigned as a director of The Delicious Group Sdn Bhd ( TDG ), a wholly-owned subsidiary of Envictus International Holdings Limited on 22 June 2020. TDG has commenced creditors' voluntary liquidation on 5 August 2020 due to cessation of its business operations on 31 May 2020. |
| (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? | Yes |
| If Yes, Please provide full details | A warning letter was issued by the Monetary Authority of Singapore to Dato' Jaya J B Tan on 5 October 2018 relating to late disclosure of change of interest in Envictus International Holdings Limited. |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | Dato' Jaya J B Tan was the Executive Chairman of the Company since 1 September 2005 and this announcement relates to re-designation of his position as an Executive Chairman to a Non-Executive Chairman. |