Rex International Responds to SGX Query: Key Disclosures on Interested Person Transactions and Board Diversity

Rex International Holding Limited (“Rex” or the “Company”) has issued a detailed response to a query from the Singapore Exchange Securities Trading Limited (SGX) regarding its audited financial statements for the financial period ended 31 December 2025 (“FY2025”). The query focused on the Company’s compliance with disclosure requirements for interested person transactions and board diversity policies. These issues are of material interest to investors due to their implications on corporate governance, transparency, and management structure.

Key Points from the SGX Query and Rex’s Response

• Disclosure of Interested Person Transactions:
  • SGX noted a potential inconsistency: Page 150 of the audited financial statements indicated no interested person transactions of S\$100,000 or more for FY2025 (except for a transaction with Monarch Marine Holding Ltd), yet page 232 disclosed “Consultancy fees paid/payable to a company in which a controlling shareholder and/or their close family members have an interest” amounting to US\$467,000 for FY2025.
  • Rex clarified that this US\$467,000 represented remuneration to Dr Karl Lidgren, who served as Senior Advisor until 30 May 2025. Due to his overseas location and absence of a local Rex subsidiary or branch, his remuneration was paid via a contract with a company wholly owned by him, and thus recorded as consultancy fees.
  • The Company stated that this structure and method of disclosure have been consistently applied in prior annual reports and financial statements.
  • This clarification is significant as it addresses concerns about potential undisclosed related party transactions, a matter that can directly affect investor confidence and share price due to its relevance to corporate governance and transparency.
• Board Diversity Disclosure & Compliance:
  • SGX reminded the Company to explicitly disclose its board diversity targets, plans, timelines, and progress in future annual reports.
  • Rex responded that its board diversity policy is in compliance with SGX Rule 710A(1), which mandates:
    • Female candidates must be considered for all new board appointments.
    • From 2023, there must be appropriate female representation on the Board at all times.
  • As of 31 December 2025, Rex’s Board comprised two female directors, representing 40% female representation. The Company appointed its first female director in 2022 and a second in 2023, meeting its diversity targets.
  • Rex has committed to providing more explicit disclosures on board diversity targets, plans, and progress in future annual reports, following SGX’s feedback.

Implications for Shareholders and Potential Price Sensitivity

• Corporate Governance and Transparency: The issue of remuneration to a controlling shareholder via consultancy fees, rather than as salary, may be scrutinized by institutional investors and governance watchdogs. While Rex stated that this has been disclosed in prior reports, the explicit confirmation in response to the SGX query helps clarify the Company’s position and could address concerns about related party transactions.
• Regulatory Compliance: Rex’s response demonstrates active engagement with SGX’s regulatory requirements, which may reassure investors about the Company’s commitment to transparency and good governance.
• Board Diversity: The Company’s progress in increasing female representation on its Board aligns with global best practices in diversity and may enhance Rex’s appeal to ESG-focused investors.
• Potential Share Price Impact: The resolution of the SGX query, especially regarding related party transactions and board diversity, reduces potential overhang or uncertainty regarding undisclosed matters. However, there is no indication of new material financial impact or undisclosed transactions that would significantly affect earnings or valuation at this time.

Conclusion

Rex International’s full and detailed response to the SGX query on its FY2025 audited financial statements underscores its commitment to regulatory compliance and transparency. The Company has clarified its approach to executive remuneration for overseas directors and reaffirmed its compliance with board diversity policies. Shareholders and potential investors should note the Company’s proactive communication and ongoing efforts to enhance governance disclosures, which may support investor confidence and positively influence share price stability.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions.

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