CapAllianz Holdings Provides Detailed Responses to SGX-ST on New Board Appointment and Corporate Governance Practices

Key Highlights

• Appointment of Dr. Liu Jingting as Independent Non-Executive Director and Chairman of Audit Committee (AC)
• Board and Nomination Committee (NC) affirm compliance with Singapore’s Code of Corporate Governance
• Measures in place to ensure directors’ ongoing compliance with SGX Listing Rules
• Steps to enhance board diversity and strengthen corporate governance framework

Details on Dr. Liu Jingting’s Appointment

CapAllianz Holdings Limited has released a comprehensive response to queries raised by the Singapore Exchange Securities Trading Limited (SGX-ST) regarding the appointment of Dr. Liu Jingting as an Independent Non-Executive Director and Chairman of the Audit Committee.

Dr. Liu’s Background:

• Holds a Bachelor’s degree in Economics (Finance), a Master of Laws in International Economics and Politics, and a PhD in Marketing (International Business specialization).
• Currently Assistant Professor of International Business at the University of Colorado Denver, focusing on financial performance analysis, capital structure, cross-border M&A, and enterprise risk management. This involves deep, independent analysis of financial data and compliance for cross-border business.
• Previously worked at Ogilvy & Mather Advertising Beijing, providing accounting services to major international clients, and held an operational role in budgeting and financial administration at 18 Cultural Talent Management Company Ltd.

Assessment of Suitability:

• The NC evaluated Dr. Liu’s academic and professional credentials, financial literacy, independence, and time commitment.
• Her appointment is expected to improve the Board’s analytical depth and gender diversity. Prior to her appointment, the Board had no female directors.
• The NC concluded Dr. Liu has strong qualifications to oversee financial reporting, internal controls, and risk management as AC Chairman.

Introduction to the Board:

• Dr. Liu was introduced via Mr. Zhang JiaHui, a substantial shareholder, through the Board’s professional network.
• The NC independently assessed her suitability and confirmed her independence. Dr. Liu is not acting on behalf of Mr. Zhang JiaHui or any other party, and has no business or financial relationships with the Company, its directors, or major shareholders.

Audit Committee Composition and Compliance

The current Audit Committee is comprised of Dr. Liu Jingting (Chairman), Mr. Songtao Jia, and Dr. Zhu Xuran. The NC confirmed that the committee complies with Provision 10.2 of the Code of Corporate Governance, which requires at least two members (including the Chairman) to have recent and relevant accounting or financial management expertise.

• Dr. Liu: Holds advanced degrees in finance-related fields, extensive research and teaching experience on financial topics, and hands-on exposure in financial analysis and reporting.
• Mr. Songtao Jia: Holds an MBA from McGill University and an EMBA from Cheung Kong Graduate School of Business. Currently serves as Chief Strategy Officer at Mega Matrix Inc (a US-listed company), overseeing financial performance, budgeting, and capital allocation.
• Dr. Zhu Xuran: Does not have a professional accounting or financial management background, but the expertise of Dr. Liu and Mr. Jia fulfills the regulatory requirements.

Ensuring Compliance with SGX Listing Rules

As none of the current directors had prior experience as directors of SGX-listed issuers at their time of appointment, the Company has implemented several measures to ensure Board members are familiar with and comply with SGX Listing Rules:

• Mandatory Director Training: All new directors must complete the Listed Entity Director (LED) Programme within one year of appointment.
• Ongoing Professional Support and Advice: The Board is supported by an experienced Financial Controller and, when needed, seeks advice from external professional advisers.
• Guidance from Experienced Directors: Liu Qiang, Executive Director and CEO, completed all requisite training in 2023 and brings experience from serving as an Independent Non-Executive Director on a Hong Kong-listed company.
• Continued Engagement: Close working relationship with the company’s continuing sponsor and external company secretary for regulatory guidance.

Potentially Price-Sensitive Points for Shareholders

• The appointment of Dr. Liu Jingting brings additional academic, financial, and international expertise to the Board, and improves its gender diversity—a factor increasingly valued in global capital markets and by institutional investors.
• Strengthening the Audit Committee and Board with members possessing recent and relevant financial expertise may bolster confidence in the company’s corporate governance and financial controls, potentially reducing perceived investment risk.
• The Company’s explicit measures to ensure regulatory compliance may reassure investors concerned about governance or regulatory risks, particularly given the relative inexperience of the Board with SGX-listed company requirements.
• There is no indication of Dr. Liu being a nominee of any major shareholder, which may address concerns about Board independence and potential conflicts of interest.
• These steps signal the Company’s commitment to best practices in governance, diversity, and regulatory compliance, which could be positively received by the market.

Conclusion

CapAllianz Holdings’ comprehensive response to the SGX-ST’s queries demonstrates its proactive approach to strengthening governance, compliance, and Board diversity. These changes may positively influence investor perception and, by extension, share value, especially as the company aligns itself more closely with evolving expectations of regulators and institutional investors.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult with a professional adviser before making any investment decisions. The information is based on company announcements and may be subject to change without notice.

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