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Change - Announcement Of Appointment Of Independent Non-Executive Director
| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Feb 9, 2024 12:20 |
| Status | New |
| Announcement Sub Title | Appointment of Independent Non-Executive Director |
| Announcement Reference | SG240209OTHRGKUB |
| Submitted By (Co./ Ind. Name) | Chan Iz-Lynn |
| Designation | Chief Executive Officer |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Mr George Quek Meng Tong as an Independent Non-Executive Director. |
| Additional Details | |
| Date Of Appointment | 11/02/2024 |
| Name Of Person | George Quek Meng Tong |
| Age | 67 |
| 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) | Mr George Quek Meng Tong has over 40 years of experience in the food services industry. Mr Quek also has significant experience in the real estate industry in China and Singapore. Mr Quek founded the BreadTalk group of companies in 2000 and has been the Group Chairman of BreadTalk Group Pte. Ltd. ("BreadTalk Group") (which was listed on the Main Board of the SGX-ST as BreadTalk Group Limited from 2003 to 2020) since its incorporation in 2003. The Board of Directors (the "Board") endeavours to comprise members with diversified backgrounds and experiences so that the overall contribution to BHG Retail REIT can be extensive and comprehensive. With this in mind, the Board, having reviewed the experience, expertise and suitability of Mr Quek, and having considered the recommendations and views of the Nominating and Remuneration Committee ("NRC"), approved the appointment of Mr Quek as an Independent Director and a member of the Audit & Risk Committee ("ARC") and a member of the NRC. The Board is of the view that Mr Quek's extensive experience in the food services industry is complementary to BHG Retail REIT's retail mall business, and his exposure to the real estate industry and understanding of China is invaluable in his ability to contribute as a Board member to steer BHG Retail REIT in its business and growth. The Board considers Mr Quek to be independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Independent Director and a member of ARC and a member of NRC. |
| Professional qualifications | Wisconsin International University (Honorary Doctorate of Philosophy in Business of Administration) |
| 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 | N/A |
| Conflict of interests (including any competing business) | BreadTalk Group, in which Mr Quek has a business interest, has a wholly-owned subsidiary which is a tenant in Beijing Wanliu Mall, one of the retail malls which BHG Retail REIT holds a 60% interest. The Board also understands from BreadTalk Group that the group leases space from retail malls across China for the sale of its food products and that the tenancy is not material to BreadTalk Group. As the revenue from this tenancy is less than 1% of the total revenue of BHG Retail REIT, the Board is of the view that the percentage of BHG Retail REIT's revenue from BreadTalk Group is not significant, and as such, the tenancy does not pose any conflicts of interests between Mr Quek s appointment and his business interests in BreadTalk Group. Any conflicts of interest which may arise will be mitigated by BHG Retail REIT's existing measures in place, including Mr Quek's abstention from voting in respect of transaction(s) wherein there is a conflict of interest between BHG Retail REIT and BreadTalk Group. The Board considers Mr Quek to be independent pursuant to Regulation 13D of the Securities and Futures (Licensing And Conduct Of Business) Regulations. |
| Working experience and occupation(s) during the past 10 years | Group Chairman of BreadTalk Group Pte. Ltd. ("BreadTalk Group") (which was listed on the Main Board of the SGX-ST as BreadTalk Group Limited from 2003 to 2020) since its incorporation in 2003. |
| 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) | Food Junction Ventures Pte. Ltd. (Director) |
| Present | 1) Breadtalk Group Pte. Ltd. (Executive Director) 2) Taster Food Pte. Ltd. (Executive Director) 3) Taster Food International Pte. Ltd. (Executive Director) 4) BTG Holding Company Pte. Ltd. (Executive Director) 5) BTG-WPC Venture Pte. Ltd.(Executive Director) 6) Sky One Art Investment Pte Ltd (Executive Director) 7) Ground Property Pte. Ltd (Executive Director) 8) Imagine Properties Pte. Ltd. (Executive Director) 9) Square Investment Pte. Ltd/ (Executive Director) 10) Shun Lih Pte. Ltd. (Executive Director) 11) Piece Investment Pte. Ltd/ (Executive Director) 12) Pre 7 Pte. Ltd. (Non-Executive Director) 13) Pre 8 Investments Pte. Ltd. (Non-Executive Director) 14) Bolt Technology Pte. Ltd. (Non-Executive Director) 15) Perennial Tongzhou Holdings Pte. Ltd. (Non-Executive Director) 16) Perennial Tongzhou Development Pte. Ltd. (Non-Executive Director) 17) JBT (China) Pte. Ltd. (Non-Executive Director) 18) Perennial (Chijmes) Pte. Ltd. (Non-Executive Director) |
| (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 | 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 | Group Chairman of Breadtalk Group Pte. Ltd., which was listed on the Main Board of SGX-ST as BreadTalk Group Limited from 2003 to 2020. |
| 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) | N/A |