THE COMPANIES ACT (CHAPTER 50) SECTION 146(1A)(a)
CONSENT TO ACT AS DIRECTOR AND STATEMENT OF NON DISQUALIFICATION TO ACT AS DIRECTOR
Consent To Act As Director
| (a) | I am not disqualified from acting as a director, in that: | |||||
| (i) | I am not below 18 years of age and that I am otherwise of full legal capacity. | |||||
| (ii) | Within a period of 3 years preceding the date of thisstatement I have not had any disqualification order made by the High Court ofSingapore against me under section 149A(1) of the Companies Act (“theAct”). | |||||
| (iii) | Within a period of 5 years preceding the date of thisstatement I have not had any disqualification order made by the High Court of Singapore against me under section 149(1) or 154(2) of the Act. | |||||
| *(iv) | That within a period of 5 years preceding the date of this statement I have not been convicted whether within or without Singapore, of any offence – | |||||
| (A) | in connection with the promotion, formation or management of a corporation; | |||||
| (B) | involving fraud or dishonesty punishable on conviction with imprisonment for 3 months or more; or | |||||
| (C) | under section 157 (failure to act honestly and diligently as a director or making improper use of company information for gain) or under section 339 (failure to keep proper company accounts books) of the Act. | |||||
| *(v) | That within a period of 5 years preceding the date of this statement I have not been convicted, in Singapore or elsewhere, of any offence involving fraud or dishonesty punishable on conviction with imprisonment for 3 months or more. | |||||
| (vi) | That – | |||||
| (A) | I have not been convicted of 3 or more offences under the Act in relation to the requirements on the filing of returns, accounts orother documents with the Registrar of Companies and have not had 3 or more orders of the High Court of Singapore made against me under section 13 or 399 of the Act in relation to such requirements; | |||||
| (B) | the last of any such conviction did not take place or the last of any such order was not made during the period of 5 years preceding the date of this statement; and | |||||
| (C) | I am not an undischarged bankrupt under section 148(1) of the Act and I am not debarred under section 155B from acting as an alternate director of the company. | |||||
| (vii) | By virtue of the foregoing I am not disqualified from acting as a director of the above named company. | |||||
| (b) | I am aware of and undertake to abide by my duties, responsibilities and liabilities specified in the Act as well as under the common law where applicable, including the following key administrative andsubstantive duties, that is, to: | |||||
| (i) | discharge my responsibilities in the company; | |||||
| (ii) | ensure that I have a reasonable degree of skill andknowledge to handle the affairs of the company; | |||||
| (iii) | act honestly and be reasonably diligent in discharging my duties and act in the interest of the company without putting myself in aposition of conflict of interest; | |||||
| (iv) | employ the powers and assets that I am entrusted with forthe proper purposes of the company and not for any collateral purpose; | |||||
| (v) | ensure that the company and I comply with all the requirements and obligations under the Act including those in respect of meetings, requisitions, resolutions, accounts, reports, statements, records and other documents on the company, filing and notices and any other prerequisites; and | |||||
| (vi) | account to the shareholders for my conduct of the affairs of the company and make such disclosures that are incumbent upon me under theAct. | |||||
| (c) | I confirmed that the source of funds for the business and for the share capital to be injected are always not derived from and shall not be used for any illegal activities (e.g. money laundering, tax evasion, terrorist financing, drug trafficking and etc) or any activities that are incontravention of the laws of any country or territory. Besides, I confirmed that I am not a Politically exposed person in any country or territory and amnot a citizen or in connection with (e.g. having business) or born in the countries which is under the US Sanctions list or United Nations Security Council Sanctions List. | |||||
| (d) | I, as an executive director of the above named company, acknowledge and confirm that:- | |||||
| (i) | I am not a nominee who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person. | |||||
| (ii) | The Company secretary will not be responsible for the business operations and management of the Company. | |||||
| (iii) | I understand that Corporate Service Provider, its named secretary is required to perform “On-going Monitoring” as required by the Accounting and Corporate Regulatory Authority (Filing Agents and Qualified Individuals) Regulations 2015 (“Regulations”). I will fully indemnify and hold Corporate Service Provider harmless from any loss, cost or damages in respect there of to fulfil the requirement of On-going monitoring as Corporate Service Provider is not involved in the operations and management of the Company and they will havelimited authority to perform any such monitoring including reviewing of everysingle supporting documents for all banking transactions as required by theRegulations. | |||||
| (iv) | I will perform the On-going Monitoring to identify any ofthe following situations and highlight them to the company secretary: | |||||
| – Complex or unusually large transactions or unusual patterns oftransactions that have no apparent or visible economic or lawful purpose | ||||||
| – Suspicious transactions involving Political Exposed Persons | ||||||
| – Unrealistic turnover in business’s accounts. | ||||||
| – Unusual/ uneconomical movement of funds | ||||||
| -Setup of companies in Singapore with no apparent business and low paid upcapital. | ||||||
| – If there is no physical business operation addresses. | ||||||
| – Multiple bank accounts opened with various banks for noapparent economic or business reasons. | ||||||
| – Frequent large incoming remittances into bank accounts from different individuals and companies, located mainly overseas with no supporting documents. | ||||||
| – After receipt of funds in the bank accounts, the funds are usually moved out of Singapore within the next few days without valid reasons. These bank accounts generally have low balances. | ||||||
| – Transaction patterns in the bank accounts are often not inline with the company’ principal business. | ||||||
| – Any other suspicious transactions relating to money laundering or terrorism financing. | ||||||
| (e) | By engaging the services of Corporate Service Provider to incorporate and/or act as the secretarial agent of the company which I will act/am acting as a director, I am deemed to have read and understood the above statements before I execute any board resolution on my appointment or services engagement agreement with Corporate Service Provider and I confirm that the statements are true. I am also aware that I can be prosecuted in Court if I will fully give any false information or declaration. | |||||