AGV

Change - Announcement Of Cessation Of Executive Chairman

BackSep 14, 2021
Announcement Title Change - Announcement of Cessation
Date & Time of Broadcast Sep 14, 2021 21:59
Status New
Announcement Sub Title Cessation of Executive Chairman
Announcement Reference SG210914OTHRJHW0
Submitted By (Co./ Ind. Name) Lim Kok Meng
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, Hong Leong Finance Limited.

It has not been examined or approved by 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 Kaeson Chui, Vice President, at 16 Raffles Quay, #01-05 Hong Leong Building, Singapore 048581, Telephone (65) 6415 9886.
Additional Details
Name Of Person Chua Wei Kee
Age 48
Is effective date of cessation known? Yes
If yes, please provide the date 14/09/2021
Detailed Reason (s) for cessation We refer to the Company's announcements dated 29 August 2021 and 31 August 2021 in relation to allegations made against Mr Chua in his capacity as Executive Chairman ("EC") of the Company and its subsidiaries (the "Group") (the "Announcements").

Mr Chua has informed the Board that the indefinite nature of his leave of absence has made it difficult for him to perform his duties as EC. As a controller of many companies (other than the AGV group of companies), it has always been his management style for the higher management (who runs the day-to-day operations of these companies) to report directly to him regularly in order for him to manage the business and operations of the companies under his control. The Group is no different. However, this undetermined period of leave of absence has made it difficult for Mr Chua to plan and perform his role as the EC and accordingly, Mr Chua is of the view that it does not allow him to serve effectively in his role as the EC. It is his view that the continued uncertainty surrounding his role in the Group amidst the allegations is also not in the best interests of the Group or himself. He further noted that the end of the financial year of the Group is approaching and this is a crucial period for the Group. He verily believes that the Group is currently in the safe hands of the General Manager, Mr Goh Jay Ree, and his team. As such, he is of the view that it would be better for management to be able to concentrate on dealing with the relevant matters during this period of time, without having to be distracted by queries relating to the status of his involvement within the Group. It is with the abovementioned reasons in mind that Mr Chua offered his resignation today as Executive Chairman.

The Board of Directors (the "Board") has accepted his resignation. The investigation into the allegations made against Mr Chua by the whistle-blower(s) will continue and it will not be affected by Mr Chua's resignation. In addition, the Board notes Mr Chua's confirmation that he will continue to provide financial support to the Company.

The Company is in the process of finding a replacement for the position of Executive Director or equivalent, and will make the necessary announcement when a suitable candidate is appointed.

The Company's sponsor, Hong Leong Finance Limited, after having interviewed Mr Chua, is satisfied that, other than disclosed in the announcement, there are no other material reasons for the cessation of Mr Chua as the EC of the Company.
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting? No
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer? Yes
If Yes, Please provide full details Save as set out above and as set out in the Announcements, there are no other matters in relation to the cessation that needs to be brought to the attention of the shareholders. Please refer to the response set out in the detailed reasons for cessation and the information set out in the Announcements.
Any other relevant information to be provided to shareholders of the listed issuer? Yes
If Yes, Please provide full details The investigation into the allegations made against Mr Chua by the whistle-blower(s) will continue and it will not be affected by Mr Chua's resignation. In addition, the Board notes Mr Chua's confirmation that he will continue to provide financial support to the Company.

As Mr Chua has been on leave of absence since 29 August 2021, the Board has agreed to Mr Chua resigning on short notice as they are of the view that the business and operations of the Group will not be adversely affected by his resignation since a proper handover had already taken place earlier. The Company is currently in the midst of identifying a suitable and qualified candidate(s) to assume the role and responsibilities of the Executive Director or equivalent. Pending such appointment, as announced by the Company on 29 August 2021, Mr Goh Jay Ree, the General Manager of the Group, will continue to oversee operational matters and ensure the smooth running of the business and operations of the Group, and will report to the Independent Directors.
Date of Appointment to current position 29/11/2019
Does the AC have a minimum of 3 members (taking into account this cessation)? Yes
Number of Independent Directors currently resident in Singapore (taking into account this cessation) 3
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months 3
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) Executive Chairman
Role and responsibilities Mr Chua is responsible for reviewing the operations, future business plans and overall management of the Group.
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries Nil
Shareholding interest in the listed issuer and its subsidiaries? Yes
Shareholding Details Mr Chua has 199,800,000 shares in the Company.
Past (for the last 5 years) AGV Group Limited
AGV Galvanizing (Singapore) Pte. Ltd.
AGV Galvanizing (M) Sdn Bhd
AGV Investment (Indonesia) Pte. Ltd.
AGV Investment (Malaysia) Pte. Ltd.
AGV Investment (Vietnam) Pte. Ltd.
Present JD International Holdings Ltd. (Hong Kong)
JD Resources Sdn Bhd
JD Resources Limited (Brunei)
JD Resources (Shenzhen) Co., Ltd. (China)
JD Resources Pte. Ltd. (Singapore)
JD Resources Thailand Co., Ltd.
JD Resources Vietnam Co.. Ltd.
JD Resources Limited (Labuan)
PT JD Resources
PT JD Aramas
PT JD Asiarem Niaga
JD Innotech Sdn Bhd
JD Metal Recycling Sdn Bhd
JD Metal Alloy Sdn Bhd
JD Metal Alloy Co., Ltd.
JD Media Sdn Bhd
JD Property Sdn Bhd