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Change - Announcement Of Appointment Of Non-Independent Non-Executive Director

BackOct 16, 2018
Announcement Title Change - Announcement of Appointment
Date & Time of Broadcast Oct 16, 2018 20:09
Status New
Announcement Sub Title APPOINTMENT OF NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Announcement Reference SG181016OTHRAPP4
Submitted By (Co./ Ind. Name) CHIN MEI YANG
Designation CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
Description (Please provide a detailed description of the event in the box below) Appointment of Non-Independent Non-Executive Director

This announcement has been prepared by Advancer Global Limited (the "Company") and its contents have been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The Sponsor has not independently verified the contents of this announcement.

This announcement 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. David Yeong (Telephone: 65-6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.
Additional Details
Date Of Appointment 16/10/2018
Name Of Person TAKEHITO HIRANO
Age 57
Country Of Principal Residence Japan
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process) Unless otherwise defined, all terms and references used herein shall bear the same meanings as ascribed to them in the announcements dated 22 June 2018 and 30 September 2018 (the "Announcements") and the circular to shareholders dated 8 August 2018 (the "Circular") in relation to the share subscription of 65,000,000 new ordinary shares in the Capital of the Company by Fullcast Holdings Co., Ltd (the "Share Subscription").

The Board of Directors (the "Board") of the Company refers to the Announcements and clause 2.3 of the Circular which states that, upon completion of the Proposed Subscription, Fullcast Holdings Co., Ltd shall be entitled to nominate one (1) person for appointment as a non-executive director ("Nominee Director") to the Board of the Company. For this purpose, Fullcast Holdings Co., Ltd has nominated Mr. Takehito Hirano ("Mr. Hirano") as non-executive director to the Company.

The Nominating Committee of the Company, after evaluating Mr. Hirano's qualification and work experience, has recommended the appointment of Mr. Hirano as a Non-Independent Non-Executive Director and the Board has accepted the recommendation of the Nominating Committee and approved his appointment.
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-Independent Non-Executive Director
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries None
Conflict of interests (including any competing business) None
Working experience and occupation(s) during the past 10 years F-PLAIN Corporation (formerly known as Fullcast Marketing Co., Ltd.), Tokyo, Japan
- Representative Director and Chairman, April 2017 to present
- Representative Director, July 2006 to April 2017

Fullcast Holdings Co., Ltd. (formerly known as Resort World Co., Ltd.) Tokyo, Japan
- Director and Chairman, March 2015 to present
- Director and Senior Advisor, December 2009 to March 2015
- Director, September 2007 to December 2009
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. Hirano and his family have 100% ordinary shares in Hirano Associates Co., Ltd (of which Mr. Hirano himself holds 20% of its ordinary shares). Hirano Associates Co., Ltd. holds 33.34% ordinary shares in Fullcast Holdings Co., Ltd. which in turn holds 25.76% of Advancer Global Limited. In addition, Mr. Hirano is a director and the chairman of Fullcast Holdings Co., Ltd.

Accordingly, Mr. Hirano and Hirano Associates Co., Ltd. are deemed interested in the 65,000,000 shares held by Fullcast Holdings Co., Ltd in the Company by virtue of Section 7 of the Companies Act Cap.50.
# 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) None
Present F-PLAIN Corporation (formerly known as Fullcast Marketing Co., Ltd.), Tokyo, Japan
- Representative Director and Chairman, April 2017 to present

Fullcast Holdings Co., Ltd. (formerly known as Resort World Co., Ltd.) Tokyo, Japan
- Director and Chairman, March 2015 to present
(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 1. Fullcast Holdings Co., Ltd. (formerly known as Fullcast Co., Ltd. ("Fullcast")) received orders on 3 August 2007 by the Tokyo Labor Bureau to suspend its worker dispatching business and to improve its worker dispatching operations, on the grounds that it has violated the Law for Securing the Proper Operation of Worker Dispatching Undertakings and Improved Working Conditions for Dispatched Workers. In response, Fullcast implemented disciplinary actions against the people involved, including directors and executive officers, and put in place measures, thorough compliance trainings and enhancing its internal control systems.

2. On 3 October 2008, additional sanctions were imposed on Fullcast by the Tokyo Labor Bureau to suspend its worker dispatching business for a month (from 10 October 2008 to 9 November 2009) and to improve its worker dispatching operations due to its violation of the earlier suspension order issued on 3 August 2007.
Subsequent to the lifting of the one-month suspension, Fullcast announced on 16 January 2009, its completion of the improvements required under the operational improvement order.

The above incidences were publicly disclosed through Fullcast's press releases and all suspension orders and improvements have been concluded with no reoccurrences of lapses.
(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 a listed company? Yes
If Yes, Please provide details of prior experience Mr. Hirano has experience as a director of a listed company in Japan as described in column of "Other Directorships" above.
Mr. Hirano has also been briefed on the roles and responsibilities of a director in a Singapore listed company. The Company will make arrangement for Mr. Hirano to attend the relevant seminar(s) and/or course(s) conducted by the Singapore Institute of Directors on the roles and responsibilities of a director of a listed company as soon as practicable.