Part B 2017 ACP17_PS01

ACP17_PS01

CORPORATE GOVERNANCE

Trumpian Holdings Ltd (Trumpian) is a Main Board listed company on the Singapore Stock
Exchange.

Trumpian wishes to acquire a coal mining and shale oil business from a third party businessman, Mr
Putian (Putian). The consideration for the acquisition will be the issuance of a substantial number
of new shares in Trumpian by way of placement to Putian, who will then become a substantial
shareholder, holding 9% of the enlarged issued share capital of Trumpian. Trumpian informs you
that Putian is unrelated to Trumpian and that the transaction is not an interested person transaction
under Chapter 9 of the SGX Listing Manual.

Trumpian approaches you with a draft Heads of Agreement (HOA) that sets out the key terms of
the transaction. The HOA, while expressed to be legally binding on the parties, also contemplates
the entry into formal legal documentation after due diligence is completed. If consummated, the
transaction will be a discloseable transaction under Chapter 10 of the SGX Listing Manual. Trumpian
is reluctant to make an SGX announcement upon the execution of the HOA and prefers to announce
the transaction only when the formal sale and purchase agreement is eventually executed.

Once the transaction completes, it is proposed that Trumpians board will comprise of five directors:
(1) Mr Trumpian, who will be the Executive Chairman and CEO, (2) his daughter, Olga, who will be a
non-executive and non-independent director, (3) Olgas husband, who will be an independent
director, (4) Mr Putian, who will be an independent director, and (5) Mr Cents, the Deputy CEO. Each
of the Audit Committee, the Nominating Committee and the Remuneration Committee will be made
up of the two independent directors and Olga, who will each chair one of the three Board
committees.

What is your advice to Trumpian on the obligation to announce the execution of the HOA under the
disclosure rules of the SGX Listing Manual and whether the proposed composition of the Board and
its committees complies with the Code of Corporate Governance?

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SILE Part B 2017 - 1 -| P a g e