Vantage Corp (Singapore) F-1/A, filed Feb 28, 2025
Vantage Corp (Singapore) (VNTG)
As filed with the U.S. Securities and Exchange Commission on February 28, 2025.
Registration No. 333-282566
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vantage Corp
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
| Cayman Islands | 4731 | Not Applicable | ||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification No.) |
#05-06, Level 5, 51 Cuppage Road
Singapore 229469
+65 6737 2221
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1-800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Lawrence S. Venick, Esq. Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Road Central Hong Kong SAR Telephone: +852-3923-1111 |
Ying Li, Esq. Guillaume de Sampigny, Esq. 950 Third Avenue, 19th Floor New York, NY 10222 Telephone: +1212-530-2206 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company. ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 5 is being filed solely for the purpose of filing certain updated exhibits to this registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page, filing status of such exhibit, and exhibit index of the Registration Statement. This Amendment No. 5 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 4 to the Registration Statement, filed on January 24, 2025.
Part II — Information Not Required in the Prospectus
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against wilful default, fraud or the consequences of committing a crime. Our articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant from and against all actions, costs, charges, losses, damages and expenses which they or any of them, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trust unless such actions, costs, charges, losses, damages and expenses arise from wilful default, wilful neglect or fraud which may attach to such directors or officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities.
Set forth below is information regarding ordinary shares issued by us during the last three years. None of the below described transactions involved any underwriters, underwriting discounts and commissions or commissions, or any public offering.
| ● | Upon incorporation of the Company on April 2, 2024, the Company issued one ordinary share of par value of US$0.001 each in the Company to Harneys Fiduciary (Cayman) Limited and Harneys Fiduciary (Cayman) Limited transferred one ordinary share of par value of US$0.001 each to Ho Ying Keat Lowell on the same day. | |
| ● | On June 24, 2024, the Company redesignated (a) the 1 issued ordinary share of a par value of US$0.001 held by Ho Ying Keat Lowell to 1 Class B Ordinary Share, and (b) the 49,999,999 authorised but unissued ordinary shares of par value of US$0.001 each to 25,000,000 Class A Ordinary Shares and 24,999,999 Class B Ordinary Shares. | |
| ● | On October 15, 2024, the Company allotted and issued an aggregate of 7,633,620 Class A Ordinary Shares to eight minority shareholders and 20,366,379 Class B Ordinary Shares to Ho Ying Keat Lowell, Andresian D’Rozario, Francis Junior James, Randy Yong Choon Hong, and Quah Choong Hua, the consideration of which was the transfer of their total shareholding in Vantage BVI to the Company. Such shares were allocated pro rata based on each shareholder’s previous holdings in Vantage BVI, such that post-Reorganization (but pre-IPO), the percentage ownership of each shareholder in the Company is the same as their previous holding in Vantage BVI. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to ten votes per share. Given that the five principal shareholders, who are also the founders and senior management of the Group, have been managing the Group since its inception, the Company believes it is in its best interest to grant them greater voting power. Therefore, the five principal shareholders received Class B Ordinary Shares, while the minority shareholders, being passive investors, received Class A Ordinary Shares. |
We believe that the offers, sales and issuances of the securities described in the preceding paragraph were exempt from registration either (a) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2), (b) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States, or (c) under Rule 701 promulgated under the Securities Act in that the transactions were underwritten compensatory benefit plans or written compensatory contracts.
Item 8. Exhibits.
| (a) | The following documents are filed as part of this registration statement: |
| II-1 |
** Filed previously.
| (b) | Financial Statement Schedules |
None.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
| (a) | to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser; |
| (b) | insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue; |
| (c) | for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
| (d) | for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| II-2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on February 28, 2025.
| Vantage Corp | ||
| By: | /s/ Andresian D’Rozario | |
| Name: | Andresian D’Rozario | |
| Title: | Chief Executive Officer and Director | |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andresian D’Rozario his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (2) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Andresian D’Rozario | Chief Executive Officer | February 28, 2025 | ||
| Andresian D’Rozario | (Principal executive officer) and Director | |||
| /s/ Lim Li Lian | Chief Financial Officer | February 28, 2025 | ||
| Lim Li Lian | (Principal financial and accounting officer) |
| II-3 |
Authorized U.S. Representative
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vantage Corp, has signed this registration statement in New York, on February 28, 2025.
| Authorized
U.S. Representative Cogency Global Inc. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice-President on behalf of Cogency Global Inc. | |
| II-4 |
Exhibit 23.1
 |
AUDIT ALLIANCE LLP®
A Top 18 Audit Firm 10 Anson Road, #20-16 International Plaza, Singapore 079903. |
 |
UEN: T12LL1223B GST Reg No : M90367663E
Tel: (65) 6227 5428
10 Anson Road #20-16 International Plaza Singapore 079903
Website : www.allianceaudit.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in the Registration Statement on Form F-1/A, of our report dated August 16, 2024, except for earnings per share computation that is dated November 19, 2024, relating to the Combined Financial Statements of Vantage Corp And Its Subsidiaries, which is included in this Registration Statement on the Form F-1/A.
We also consent to the incorporation in the Registration Statement on Form F-1/A of our report dated November 19, 2024, relating to Financial Statements of Vantage Corp (the Company), which is included in this Registration Statement on the Form F-1/A.
We also consent to the reference to our firm under the heading “Experts” in such Registration Statements.
/s/ Audit Alliance LLP
Audit Alliance LLP
Singapore
February 28, 2025
Exhibit 99.1
Adopted: ________, 2025
AUDIT COMMITTEE CHARTER
OF
VANTAGE CORP
Purpose
The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Vantage Corp (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor, and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee also shall review and approve all related-party transactions.
The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (“Commission”) to be included in the Company’s annual proxy statement.
Committee Membership
The Audit Committee shall consist of no fewer than three members of the Board, absent a temporary vacancy. The Audit Committee shall meet with the applicable listing standards of the NYSE American and the independence and experience requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Commission.
The members of the Audit Committee shall be appointed by the Board. Audit Committee members may be replaced by the Board. There shall be a Chairman of the Audit Committee which shall also be appointed by the Board. The Chairman of the Audit Committee shall be a member of the Audit Committee and, if present, shall preside at each meeting of the Audit Committee. He shall advise and counsel with the executives of the Company, and shall perform such other duties as may from time to time be assigned to him by the Audit Committee or the Board of Directors.
Meetings
The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet periodically with management and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.
Committee Authority and Responsibilities
The Audit Committee shall have the sole authority to appoint or replace the independent auditor. The Audit Committee shall be directly responsible for determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may form and delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.
The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting, or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to (i) the independent auditor for the purpose of rendering or issuing an audit report and (ii) any advisors employed by the Audit Committee.
The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee annually shall review the Audit Committee’s own performance.
The Audit Committee shall:
Financial Statement and Disclosure Matters
| 1. | Meet with the independent auditor prior to the audit to review the scope, planning, and staffing of the audit. |
| 2. | Review and discuss with management and the independent auditor the annual audit report, the financial statements and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or related disclosures proposed to be included in the Company’s Annual Report, and recommend to the Board whether the audited financial statements and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or related disclosures should be included in the Company’s Annual Report on Form 20-F (or the annual report to shareholders if distributed prior to the filing of the Form 20-F). |
| 3. | Review and discuss with management and the independent auditor the Company’s interim financial statements, including the results of the independent auditor’s review of the interim financial statements. |
| 4. | Discuss with management and the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including: |
| (a) | any significant changes in the Company’s selection or application of accounting principles; | |
| (b) | the Company’s critical accounting policies and practices; | |
| (c) | all alternative treatments of financial information within GAAP that have been discussed with management and the ramifications of the use of such alternative accounting principles; | |
| (d) | any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies; and | |
| (e) | any material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences. |
| 5. | Discuss with management and independent auditor and, prior to issuance, review and approve the Company’s earnings releases, including the use of “pro forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance to be included in such releases and provided to analysts and rating agencies. Such discussion may be general and include the types of information to be disclosed and the types of presentations to be made. |
| 6. | Discuss with management and the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting initiatives and (ii) off-balance sheet structures. |
| 7. | Review and discuss with management and the independent auditor the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. |
| 8. | Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. |
| 9. | Review disclosures made to the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer (or individuals performing similar functions) during their certification process for the Annual Reports and Interim Reports (if necessary) about any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Oversight of the Company’s Relationship with the Independent Auditor
| 10. | At least annually, obtain and review a report from the independent auditor, consistent with the rules of the Public Company Accounting Oversight Board, regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues and (d) all relationships between the independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent auditor, including whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board. |
| 11. | Verify the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis. |
| 12. | Oversee the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company. |
| 13. | Be available to the independent auditor during the year for consultation purposes. |
Compliance Oversight Responsibilities
| 14. | Obtain assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated. |
| 15. | Review and approve all related-party transactions. |
| 16. | Inquire and discuss with management the Company’s compliance with applicable laws and regulations and with the Company’s Code of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance. |
| 17. | Establish procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material issues regarding the Company’s financial statements or accounting policies. Review requests for waivers under the Code of Ethics sought with respect to any executive officer or director. Review annually with the Chairman of the Board or outside counsel, as appropriate, the scope, implementation and effectiveness of the ethics and compliance program, and any significant deviations by officers and employees from the Code of Ethics or other compliance policies, and other matters pertaining to the integrity of management. |
| 18. | Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies. |
| 19. | Discuss with the Company’s General Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies. |
| 20. | Review and approve all payments made to the Company’s officers and directors or its or their affiliates. Any payments made to members of the Audit Committee will be reviewed and approved by the Board, with the interested director or directors abstaining from such review and approval. |
Limitation of Audit Committee’s Role
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.
Exhibit 99.2
CHARTER OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS OF
VANTAGE CORP
I. PURPOSES
The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Vantage Corp (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chief executive officer (the “CEO”) and other executive officers of the Company, (b) administering or delegating the power to administer the Company’s incentive compensation and equity-based compensation plans, and (c) if required by applicable rules and regulations, issuing a “Compensation Committee Report” (if necessary) to be included in the Company’s annual report on Form 20-F or proxy statement, as applicable.
II. RESPONSIBILITIES
In addition to such other duties as the Board may from time to time assign, the Committee shall:
| ● | Establish, review, and approve the overall executive compensation philosophy and policies of the Company, including the establishment, if deemed appropriate, of performance-based incentives that support and reinforce the Company’s long-term strategic goals, organizational objectives, and stockholder interests. | |
| ● | Review and approve the Company’s goals and objectives relevant to the compensation of the CEO, annually evaluate the CEO’s performance in light of those goals and objectives and, based on this evaluation, determine the CEO’s compensation level, including, but not limited to, salary, bonus or bonus target levels, long and short-term incentive and equity compensation, retirement plans, and deferred compensation plans as the Committee deems appropriate. In determining the long-term incentive component of the CEO’s compensation, the Committee shall consider, among other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years. The CEO shall not be present during voting and deliberations relating to CEO compensation. | |
| ● | Determine the compensation of all other executive officers, including, but not limited to, salary, bonus or bonus target levels, long and short-term incentive and equity compensation, retirement plans, and deferred compensation plans, as the Committee deems appropriate. Members of senior management may report on the performance of the other executive officers of the Company and make compensation recommendations to the Committee, which will review and, as appropriate, approve the compensation recommendations. | |
| ● | Receive and evaluate performance target goals for the senior officers and employees (other than executive officers) and review periodic reports from the CEO as to the performance and compensation of such senior officers and employees. | |
| ● | Administer or delegate the power to administer the Company’s incentive and equity-based compensation plans, including the grant of stock options, restricted stock, and other equity awards under such plans. | |
| ● | Review and make recommendations to the Board with respect to the adoption of, and amendments to, incentive compensation and equity-based plans and approve for submission to the stockholders all new equity compensation plans that must be approved by stockholders pursuant to applicable law. | |
| ● | Review and approve any annual or long-term cash bonus or incentive plans in which the executive officers of the Company may participate. | |
| ● | Review and approve for the CEO and the other executive officers of the Company any employment agreements, severance arrangements, and change in control agreements or provisions. | |
| ● | Review and discuss with the Company’s management the Compensation Discussion and Analysis set forth in Securities and Exchange Commission Regulation S-K, Item 402, if required, and, based on such review and discussion, determine whether to recommend to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s annual report or proxy statement for the annual meeting of stockholders. | |
| ● | Provide the Compensation Committee Report for the Company’s annual report or proxy statement for the annual meeting of stockholders, if required. |
| ● | Conduct an annual performance evaluation of the Committee. In conducting such review, the Committee shall evaluate and address all matters that the Committee considers relevant to its performance, including at least the following: (a) the adequacy, appropriateness, and quality of the information received from management or others; (b) the manner in which the Committee’s recommendations were discussed or debated; (c) whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner; and (d) whether this Charter appropriately addresses the matters that are or should be within its scope. | |
| ● | Oversee shareholder communications relating to executive compensation and review and make recommendations with respect to shareholder proposals related to compensation matters. | |
| ● | Undertake such other responsibilities or tasks as the Board may delegate or assign to the Committee from time to time. |
III. COMPOSITION
The Committee shall be comprised of two or more members (including a chairperson) of the Board, all of whom shall be “independent directors,” as such term is defined in the rules and regulations of the NYSE American. At least two of the Committee members shall be “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). The members of the Committee and the chairperson shall be selected not less frequently than annually by the Board and serve at the pleasure of the Board. A Committee member (including the chairperson) may be removed at any time, with or without cause, by the Board.
The Committee, by resolution approved by a majority of the Committee, may delegate any of its responsibilities to one or more subcommittees as the Committee may from time to time deem appropriate. If at any time the Committee includes a member who is not a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, then a subcommittee comprised entirely of individuals who are “non-employee directors” may be formed by the Committee for the purpose of ratifying any grants of awards under any incentive or equity-based compensation plan for the purposes of complying with the exemption requirements of Rule 16b-3 of the Exchange Act; provided that any such grants shall not be contingent on such ratification.
IV. MEETINGS AND OPERATIONS
The Committee shall meet as often as necessary to enable it to fulfill its responsibilities. The Committee shall meet at the call of its chairperson or a majority of its members. The Committee may meet by telephone conference call or by any other means permitted by law. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may act by unanimous written consent of all members in lieu of a meeting. The Committee shall determine its own rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings and prepare minutes. The Secretary of the Company shall be the Secretary of the Committee unless the Committee designates otherwise. The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.
The Committee may ask members of management, employees, outside counsel, or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings (or a portion thereof) and to provide such pertinent information as the Committee may request.
The chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda which shall be circulated to the members prior to the meeting date, presiding over Committee meetings, making Committee assignments, and reporting the Committee’s actions to the Board. Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.
If at any time during the exercise of his or her duties on behalf of the Committee, a Committee member has a direct conflict of interest with respect to an issue subject to determination or recommendation by the Committee, such Committee member shall abstain from participation, discussion, and resolution of the instant issue, and the remaining members of the Committee shall advise the Board of their recommendation on such issue. The Committee shall be able to make determinations and recommendations even if only one Committee member is free from conflicts of interest on a particular issue.
V. AUTHORITY
The Committee has the authority, to the extent it deems appropriate, to conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities and to retain one or more compensation consultants to assist in the evaluation of CEO or executive compensation or other matters. The Committee shall have the sole authority to retain and terminate any such consulting firm, and to approve the firm’s fees and other retention terms. The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K. The Committee shall also have the authority, to the extent it deems necessary or appropriate, to retain legal counsel or other advisors. In retaining compensation consultants, outside counsel, and other advisors, the Committee must take into consideration factors specified in the NYSE American listing rules. The Company will provide for appropriate funding, as determined by the Committee, for payment of any such investigations or studies and the compensation to any consulting firm, legal counsel, or other advisors retained by the Committee.
Effective as of________________, 2025.
Exhibit 99.3
Adopted:________ , 2025
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
OF
VANTAGE CORP
The responsibilities and powers of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Vantage Corp (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders.
I. PURPOSE
As set forth herein, the Nominating Committee shall, among other things, discharge the responsibilities of the Board relating to the appropriate size, functioning, and needs of the Board including, but not limited to, recruitment and retention of high quality Board members and committee composition and structure, as well as administration and oversight of all aspects of the Company’s corporate governance functions on behalf of the Board.
II. MEMBERSHIP
The Nominating Committee shall consist of at least two members of the Board as determined from time to time by the Board. Each member shall be “independent” in accordance with the listing standards of the NYSE American, as amended from time to time.
The Board shall elect the members of this Nominating Committee at the first Board meeting practicable following the annual meeting of shareholders and may make changes from time to time pursuant to the provisions below. Unless a chair is elected by the Board, the members of the Nominating Committee shall designate a chair by majority vote of the full Nominating Committee membership.
A Nominating Committee member may resign by delivering his or her written resignation to the chairman of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified.
MEETINGS AND COMMITTEE ACTION
The Nominating Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the Nominating Committee shall be called by the chairman of the Nominating Committee upon such notice as is provided for in the Bylaws of the company with respect to meetings of the Board. A majority of the members shall constitute a quorum. Actions of the Nominating Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Nominating Committee. The Nominating Committee shall report its minutes from each meeting to the Board.
The chairman of the Nominating Committee may establish such rules as may from time to time be necessary or appropriate for the conduct of the business of the Nominating Committee. At each meeting, the chairman shall appoint as secretary a person who may, but need not, be a member of the Nominating Committee. A certificate of the secretary of the Nominating Committee or minutes of a meeting of the Nominating Committee executed by the secretary setting forth the names of the members of the Nominating Committee present at the meeting or actions taken by the Nominating Committee at the meeting shall be sufficient evidence at all times as to the members of the Nominating Committee who were present, or such actions taken.
IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES
| ● | Developing the criteria and qualifications for membership on the Board. | |
| ● | Recruiting, reviewing and nominating candidates for election to the Board or to fill vacancies on the Board. | |
| ● | Reviewing candidates proposed by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates. | |
| ● | Establishing subcommittees for the purpose of evaluating special or unique matters. | |
| ● | Monitoring and making recommendations regarding committee functions, contributions, and composition. | |
| ● | Evaluating, on an annual basis, the Nominating Committee’s performance. | |
| ● | Administer and oversee all aspects of the Company’s corporate governance functions on behalf of the Board. | |
| ● | Make recommendations to the Board regarding corporate governance issues and related policies for risk assessment and risk management. | |
| ● | Review with management and the Board the adequacy of and compliance with the Company’s Code of Ethics and the results of management’s efforts to monitor compliance with the Company’s policies designed to ensure adherence to applicable laws and rules. | |
| ● | Performing any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Committee or the Board deems appropriate. |
V. REPORTING
The Nominating Committee shall prepare a statement each year concerning its compliance with this charter for inclusion in the Company’s proxy statement.
VANTAGE CORP
Board of Director Candidate Guidelines
The Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Vantage Corp (the “Company”) will identify, evaluate, and recommend candidates to become members of the Board with the goal of creating a balance of knowledge and experience. Nominations to the Board may also be submitted to the Nominating Committee by the Company’s shareholders in accordance with the Company’s policy, a copy of which is attached hereto. Candidates will be reviewed in the context of current composition of the Board (including the diversity in background, experience, and viewpoints of the Board), the operating requirements of the Company, and the long-term interests of the Company’s shareholders. In conducting this assessment, the Nominating Committee will consider and evaluate each director-candidate based upon its assessment of the following criteria:
| ● | Whether the candidate is independent pursuant to the requirements of the New York Stock Exchange. |
| ● | Whether the candidate is accomplished in his or her field and has a reputation, both personal and professional, that is consistent with the image and reputation of the Company. |
| ● | Whether the candidate has the ability to read and understand basic financial statements. |
| ● | If a candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the Securities and Exchange Commission. |
| ● | Whether the candidate has relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise. |
| ● | Whether the candidate has knowledge of the Company and issues affecting the Company. |
| ● | Whether the candidate is committed to enhancing shareholder value. |
| ● | Whether the candidate fully understands, or has the capacity to fully understand, the legal responsibilities of a director and the governance processes of a public company. |
| ● | Whether the candidate is of high moral and ethical character and would be willing to apply sound, objective, and independent business judgment, and to assume broad fiduciary responsibility. |
| ● | Whether the candidate has, and would be willing to commit, the required hours necessary to discharge the duties of Board membership. |
| ● | Whether the candidate has any prohibitive interlocking relationships or conflicts of interest. |
| ● | Whether the candidate is able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company. |
| ● | Whether the candidate is able to suggest business opportunities to the Company. |
VANTAGE CORP
Shareholder Recommendations for Directors
Shareholders who wish to recommend to the Nominating Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of Vantage Corp (the “Company”), a candidate for election to the Board should send a written recommendation to Vantage Corp of #05-06, Level 5, 51 Cuppage Road, Singapore 229469; Attention: Nominating Committee. The Corporate Secretary will promptly forward all such letters to the members of the Nominating Committee. Shareholders must follow certain procedures to recommend to the Nominating Committee candidates for election as directors. In general, in order to provide sufficient time to enable the Nominating Committee to evaluate candidates recommended by shareholders in connection with selecting candidates for nomination in connection with the Company’s annual meeting of shareholders, the Corporate Secretary must receive the shareholder’s recommendation no later than thirty (30) days after the end of the Company’s fiscal year.
The recommendation must contain the following information about the candidate:
| ● | Name; | |
| ● | Age; | |
| ● | Business and current residence addresses, as well as residence addresses for the past 20 years; | |
| ● | Principal occupation or employment and employment history (name and address of employer and job title) for the past 10 years (or such shorter period as the candidate has been in the workforce); | |
| ● | Educational background; | |
| ● | Permission for the Company to conduct a background investigation, including the right to obtain education, employment, and credit information; | |
| ● | The number of shares of common stock of the Company beneficially owned by the candidate; | |
| ● | The information that would be required to be disclosed by the Company about the candidate under the rules of the SEC in a Proxy Statement soliciting proxies for the election of such candidate as a director (which currently includes information required by Items 401, 404 and 405 of Regulation S-K); and | |
| ● | A signed consent of the nominee to serve as a director of the Company, if elected. |
Exhibit 99.7
Vantage Corp
Corporate Governance Guidelines
These Corporate Governance Guidelines (“Guidelines”) have been adopted by the Board of Directors (the “Board”) of Vantage Corp (the “Company”). They are intended to comply with the corporate governance standards applicable to companies listed on the NYSE American (the “NYSE American”) on which the Company’s Class A Ordinary Shares are listed for trading or approved for quotation. They will assist the Company’s directors (“Directors”) to understand and effectively implement their functions, evidencing the Company’s ongoing commitment to high standards of corporate conduct and compliance. The Guidelines should be interpreted in the context of all applicable laws, rules, regulations, listing standards, the Company’s charter documents and other governing legal documents.
These Guidelines provide a framework for the Company’s system of corporate governance and address specific issues pertaining to the Company’s governance, including:
| ● | Director Qualifications; | |
| ● | Director Responsibilities; | |
| ● | Committees of the Board; | |
| ● | Director Access to Officers, Employees and Independent Advisors; | |
| ● | Director Compensation; | |
| ● | Director Orientation and Continuing Education; | |
| ● | Evaluation of the Company’s Chief Executive Officer (“CEO”); and | |
| ● | Annual Performance Evaluations. |
The Nominating and Corporate Governance Committee is charged with the responsibility to review these Guidelines on a periodic basis and recommend changes to the Board as it deems appropriate.
Role of Board of Directors
The Board of Directors is elected by the shareholders to oversee the management of the Company and its business in the best long-term interests of the Company’s shareholders and other stakeholders.
Interaction
Sound governance requires an environment of high ethical standards in which effective interaction among the Board, management, external auditors, internal auditors and legal counsel occurs throughout the year.
Director Qualifications
The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board who best satisfy the relevant criteria. The criteria provide that nominees for director shall demonstrate, among other things, knowledge, experience, skills, expertise, integrity, diversity, ability to make independent analytical inquiries and understanding of the Company’s business environment, all in the context of an assessment of the perceived needs of the Board at that time. Nominees should also be willing to devote adequate time and effort to Board responsibilities. The Nominating and Corporate Governance Committee should also monitor the mix of skills and experience of its directors necessary for the Board to perform its oversight function effectively.
Invitations to join the Board will be extended by the Chairperson of the Board or his or her designee. The Nominating and Corporate Governance Committee may consider expanding the size of the Board to accommodate qualified candidates having unique or desirable skills and experience. The Nominating and Corporate Governance Committee will also evaluate and make recommendations to the full Board regarding the continued service of individual Directors on the Board.
The Nominating and Corporate Governance Committee will review with the Board at least annually the qualifications of proposed and then current Directors, considering the level of independence of individual Directors, together with such other factors as the Board may deem appropriate, including overall skills and experience. The Nominating and Corporate Governance Committee also will continually evaluate the composition of the Board as a whole and each of its committees (“Committees”) to ensure the Company’s ongoing compliance with the independence and other standards set by NYSE American rules.
Term Limits; Retirement
The Company does not have established term limits or a set retirement age for Directors in the belief that continuity of service and the past contributions of Board members who have developed an in-depth understanding of the Company and its business over time bring a seasoned approach to the Company’s governance. The Company’s policy regarding director tenure and retirement is determined on a case-by-case basis depending upon various factors, including the age and experience of the director and his or her history of service on the Board. The Nominating and Corporate Governance Committee reviews periodically the appropriateness of each director’s continued service.
Director Independence
The Board intends that, in practice, a majority of the directors will be “independent” directors under the NYSE American listing standards. The Board will annually review and determine the independence of each director. In making its determination, the Board will carefully consider all facts and circumstances it deems relevant to the determination, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. Board members have an affirmative obligation to promptly inform the Board of changes in their circumstances or any transactions or relationships that may impact their designation by the Board as independent.
In addition, no director may serve on the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee unless such director meets all of the applicable criteria established for service in each such committee by NYSE American rules, such Committee’s charter, and any other applicable rules or laws.
Director Responsibilities
The Company’s powers under the law are to be exercised by or under the authority of the Board, and the Company’s business and its affairs are to be managed under the direction of the Board. Each Director is to act on the basis of his or her good faith and informed business judgment in a manner such Director reasonably believes to be in the best interests of the Company. Directors also should act with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances, and are entitled to rely, to the extent reasonable, on the information, opinions, reports and statements of the Company’s management and its outside auditors and advisors.
Consistent with applicable state law, no Director should act on any matter that gives rise to or involves such Director’s material personal interest, unless such Director shall have first disclosed his/her interest to the Board. The Board shall consult with counsel on a case-by-case basis as needed and shall take other appropriate steps to ensure that potential conflicts of interest are fully disclosed and that actual conflicts are avoided to the fullest extent possible.
Directors are expected to prepare for and attend, either in person or telephonically, as applicable, all meetings of the Board and any Committee on which they serve. It is incumbent upon the Chairperson of the Board and of any such Committee and of the other individual members of the Board to assure that such meetings are scheduled with sufficient advance notice and held in a manner and with a frequency that is necessary for the efficient and responsible oversight of the Company.
As necessary or appropriate in connection with the discharge of its duties, the Board and each Committee may engage and seek the advice of internal and external legal, financial and other advisors.
Conflicts of Interest
Directors are expected to avoid insofar as possible any action, position or interest that conflicts with an interest of the Company, or gives the appearance of a conflict. The Company will annually solicit information from Directors in order to monitor potential conflicts of interest and directors are expected to be mindful of their fiduciary obligations to the Company. If an actual or potential conflict of interest develops involving a Director, such director shall report the matter immediately to the Board and Audit Committee for evaluation and appropriate resolution.
Committees of the Board
The Board will have an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and such other committees as the Board determines.
The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee each shall have its own written charter setting forth the purposes, duties and powers of such Committee, the manner in which such Committee is to function and the qualifications required of its members, in accordance with the requirements of the NYSE American and of applicable law. Each Committee shall be required to perform an annual evaluation of its own performance. Each committee shall have the powers and responsibilities set out in its charter, which shall be posted on the Company’s website.
Legal and Ethical Conduct
The Board shall adopt and maintain a code of business and ethics, as required under the rules of the NYSE American, and shall work with the Company’s management to ensure that the conduct of the Company’s officers, Directors and employees and the officers, directors and employees of each subsidiary is in compliance with such code.
Confidentiality of Proceedings and Deliberations
In carrying out the Company’s business, directors often learn confidential or proprietary information about the Company, its customers, prospective customers or other third parties. The proceedings and deliberations of the Board and Committees shall be confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.
Director Access to Officers, Employees and Independent Advisors
Directors will have full and free access to officers and employees of the Company. Contact with individual employees of the Company ordinarily should be made with the prior knowledge of the Company’s management and conducted in a manner that is not disruptive to the business operations of the Company. The Chairperson of the Board may invite officers and other employees of the Company to attend and/or make presentations at meetings of the Board from time to time to further the Board’s familiarity with management personnel and company operations and to discuss pertinent details of agenda topics and other aspects of Company affairs. The Board and its Committees have the right at any time to retain independent outside auditors and financial, legal or other advisors. The Company will provide appropriate funding, as determined by the Board or any committee, to compensate those independent outside auditors or advisors, as well as to cover the ordinary administrative expenses incurred by the Board and its Committees in carrying out their duties.
Director Compensation
The form and amount of Director compensation will be determined and reviewed from time to time by the Compensation Committee in accordance with its charter, governing law and applicable NYSE American and other rules and regulations. While the level of director compensation should generally be based on time spent carrying out Board and Committee responsibilities and be competitive with comparable companies, some portion of director compensation should align director interests with the long-term interests of shareholders. Directors who are officers or employees of the Company shall not be entitled to any compensation for serving on the Board.
Director Orientation and Continuing Education
All Directors should have a working knowledge of the charter of the Company and written policies and procedures of the Company affecting management. An orientation program should be developed and implemented and held promptly (and at least within six months) following any new Director’s appointment or election to the Board to provide an understanding of the Company, its business, operations and key personnel. The program may consist of management presentations and reference materials, and programs describing the Company’s markets, competitive position and strategies, significant financial, accounting and risk management issues, compliance programs and the Company’s code of business conduct and ethics, key personnel of independent auditors and outside legal, financial and other advisory firms.
Resignations Required of Former Employees
Any director who serves as an officer or employee of the Company or a Subsidiary shall resign from the Board and as a director of any Subsidiary, at the time such person retires or resigns from, is no longer employed by, or otherwise ceases to be involved in the active management of, the Company, unless otherwise determined by the Board upon recommendation of the Nominating and Corporate Governance Committee.
Other Commitments
Each member of the Board is expected to ensure that other existing and future commitments, including employment responsibilities and service on the boards of other entities, do not materially interfere with the member’s service as a Director. Individual Directors should use their judgment, in light of all other commitments, in accepting directorships of other corporations or charitable organizations to allow sufficient time and attention to matters relating to the Company.
Limitations on CEO Outside Directorships
The CEO should not serve on the board of any other public or private company without prior approval from the Board. This policy is not intended to discourage the CEO from serving on the board of a Subsidiary or a not-for-profit charitable or educational organization as long as such service does not materially interfere with the CEO’s effective performance of his or her duties.
Evaluation of the CEO
The Nominating and Corporate Governance Committee shall conduct an annual review of the CEO’s performance and will present its findings to the Board. The Board will consider such assessment in connection with ensuring that the CEO provides continuing leadership in a manner serving the best interests of the Company. The Nominating and Corporate Governance Committee, review and approve goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives and determining and approving the compensation level of the Chief Executive Officer based upon this evaluation and competitive market data.
CEO Succession
The Board or a designated Committee of the Board (which shall be the Nominating and Corporate Governance Committee of the Board in accordance with its charter) will develop, adopt and review periodically principles for CEO selection, as well as policies regarding succession in the event of an emergency or the retirement of the CEO. The Nominating and Corporate Governance Committee will consider its review of the CEO’s performance in connection with the development, review and approval of management succession planning recommendations. To assist the Board with its review, the CEO shall provide the Nominating and Corporate Governance Committee with a performance assessment of senior management and their succession potential and a recommendation as to short-term succession if all or certain of these senior officers should become unable to perform their duties. The Nominating and Corporate Governance Committee will report the summary results of these assessments to the Board on an annual basis or more frequently if warranted.
Scheduling Board Meetings
The Board will meet at least twice a year in such places determined by the Board and other meetings of the Board shall be held at such times as determined by the Board. Special meetings shall be held at other times as the Board may determine is appropriate.
Board and Committee Meetings
To the extent practicable, the Chairperson of the Board and the Chairperson of each Committee will prepare and distribute in advance an agenda of the topics to be reviewed, discussed and/or acted upon at Board or Committee meetings and dates and information relating to each agenda topic. Individual Directors are free to request additions to the agenda or otherwise raise questions regarding the agenda either prior to or during any such meeting. Board meeting materials should include the presentation of non-financial measures (e.g., peer comparisons, market shares, employee training, etc.) of the Company’s performance. Each Director should endeavor to fully review such materials prior to attending the meeting.
Meeting Attendance and Preparation - vetted
Directors are expected to attend all Board meetings and meetings of committees on which they serve, to spend the time needed to review materials in advance of such meetings, to participate in such meetings and to meet as frequently as necessary to properly discharge their responsibilities.
Attendance at Annual Meetings of Shareholders - vetted
All directors are invited and encouraged to attend the Company’s annual meeting of shareholders.
Meetings of Non-Management Directors - vetted
The Independent Directors should meet in conjunction with each Board meeting in executive session (without any employees or officers of the Company present). If one Director is chosen to preside at all such sessions, the Company will disclose the identity of such presiding Director in its annual report on Form 10-K filed with the SEC. If there is not one Director chosen to preside at all such sessions, the Company will disclose the procedures by which the presiding Director is chosen for each session.
Communications from Management - vetted
The Board of Directors shall be notified immediately upon (a) receipt of any communication from the SEC, IRS or any regulatory agency outside of the normal course of business (b) notice of any significant pending or threatened litigation or investigation outside the normal course of business or (c) the occurrence of any other situation which might result in a significant loss or other exposure to the Company. The Board of Directors shall also be consulted in advance of the initiation or settlement of any material litigation and or any material action outside the normal course of business.
Shareholder Communications with Directors
Shareholders and other interested parties may contact any member (or all members) of the Board (including, without limitation, the non-management directors as a group), any Board committee or the Chair of any such committee by mail or by e-mail. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. If by mail, such correspondence should be sent c/o Chief Financial Officer, Vantage Corp, #05-06, Level 5, 51 Cuppage Road, Singapore 229469. E-mail messages should be sent to VNTG@vantageshipbrokers.com.
Annual Performance Evaluation
The Board will conduct an annual review and evaluation of its own performance to assure that the appropriate duties of each individual Director and of the Board as a whole continue to be discharged in a manner consistent with NYSE American rules and other applicable rules and regulations. The Nominating/Corporate Governance Committee will oversee the Board’s annual self-evaluation. The Board will discuss this self-evaluation annually and evaluate areas in which its performance may be improved and the actions which may be taken over the coming year to facilitate such improvement.
Exhibit 99.8
VANTAGE CORP
(the “Company”)
CLAWBACK POLICY
Introduction
The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation received in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), the rules and amendments adopted by the Securities and Exchange Commission (the “SEC”) to implement the aforementioned legislation, and the listing standards of the national securities exchange on which the Company’s securities are listed.
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess Incentive Compensation (as defined below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any of the following; provided that such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
| ● | Annual cash bonuses and other short- and long-term cash incentives |
| ● | Stock options |
| ● | Stock appreciation rights |
| ● | Restricted stock |
| ● | Restricted stock units |
| ● | Performance shares |
| ● | Performance units |
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures and may include, among other things, any of the following:
| ● | Company stock price |
| ● | Total shareholder return |
| ● | Revenues |
| ● | Net income |
| ● | Earnings before interest, taxes, depreciation, and amortization (EBITDA) |
| ● | Liquidity measures such as working capital or operating cash flow |
| ● | Earnings measures such as earnings per share |
| ● | “Non-GAAP financial measures” for purposes of Exchange Act Regulation G and 17CFR 229.10 |
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement on the applicable measure.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
| ● | requiring reimbursement of cash Incentive Compensation previously paid; |
| ● | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
| ● | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| ● | cancelling outstanding vested or unvested equity awards; and/or |
| ● | taking any other remedial and recovery action permitted by law, as determined by the Board. |
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and applicable rules or standards adopted by the SEC or any national securities exchange on which the Company’s securities are listed.
Effective Date
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after the date after the Company lists on NYSE American. This Policy shall apply to any excess Incentive Compensation received by Covered Executives during the three immediately completed fiscal years preceding the date on which a company is required to prepare an accounting restatement.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with the rules and standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Impracticability
The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and any applicable rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.