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TEHO INTERNATIONAL INC LTD.
Annual Report 2016
REPORT
OF CORPORATE GOVERNANCE
In addition, directors and key executives are expected to observe insider trading laws at all
times even when dealing in securities within the permitted trading period.
The Company issues half yearly circular to its directors and officers informing them that
they must not deal in the Company’s securities before the release of results and at any time
they are in possession of unpublished material price-sensitive information.
Interested Person Transaction
The Company has adopted an internal policy in respect of any transaction with an interested
person, which sets out the procedures for review and approval of such transaction.
All interested person transactions will be documented and submitted periodically to the AC
for their review to ensure that such transactions are carried out on an arm’s length basis and
on normal commercial terms and are not prejudicial to the Company.
Details of the interested person transaction entered into by the Group for FY2016 as
required to be disclosed pursuant to Rule 1204(17) of the Catalist Rules are set out below:
Aggregate value of all
Aggregate value of all
interested person
interested person
transactions
transactions conducted
(excluding transactions
under shareholders’
less than $100,000 and
mandate pursuant
transactions conducted
to Rule 920 (excluding
under shareholders’ mandate
transactions less
Name of interested person
pursuant to Rule 920)
than $100,000)
FY2016
FY2015
FY2016
FY2015
Asdev InvestmentsPte. Ltd.
- Rental of office space
(1)
$314,112
$312,001
-
-
Note:
(1)
Annual rental pursuant to the Lease Agreement dated 1 August 2013 entered into between TEHO
Ropes & Supplies Pte. Ltd., the wholly owned subsidiary of the Company and Asdev Investments Pte.
Ltd. (where Mr Lim See Hoe, a director and controlling shareholder of the Company is a director and
sole shareholder) for taking a lease in respect of the property located at 1 Commonwealth Lane #09-
23/24/25/26 One Commonwealth Singapore 149544. The term of the Lease Agreement is three years.
The Company does not have general mandate for interested person transactions. The Board
confirms that the above interested person transaction was entered into on an arm’s length
basis and on normal commercial terms and is not prejudicial to the interests of the shareholders.
Audit and Non-Audit Fees
During FY2016, the aggregate amount of fees paid or payable to the External Auditors for
the audit and non-audit services amounted to $254,951 and $28,150 respectively.
For the purposes of good governance and Rule 1204(6)(b) of the Catalist Rules, the AC has
undertaken a review of the fees and expenses payable to the External Auditors for all non-
audit services in FY2016. The non-audit services performed by the External Auditors for
FY2016 relate to corporate tax compliance services. They are not services prohibited by the
Catalist Rules and in the AC’s opinion would not affect the objectivity and independence of
the External Auditors.
Non-Sponsor Fees
With respect to Rule 1204(21) of the Catalist Rules, there was no non-sponsor fee paid to the
Sponsor, SAC Capital Private Limited, for FY2016.
Material Contracts and Loans
Pursuant to Rule 1204(8) of the Catalist Rules, the Company confirms that except as disclosed
in the Interested Person Transaction section above, “Directors’ Statement” section of this
annual report and the audited financial statements, there were no other material contracts
and loans of the Company and its subsidiaries involving the interests of the CEO or any
director or controlling shareholder, either still subsisting at the end of the financial year or
if not then subsisting, which were entered into since the end of the previous financial year.
