Emerging Towns & Cities Singapore rejects EGM proposal to remove IDs

EMERGING Towns & Cities Singapore (ETC), a Myanmar and China property developer, on Thursday said it will not convene the extraordinary general meeting (EGM) called by the majority shareholder to remove its two independent directors (IDs), saying that the move is an attempt to hamper the company's efforts to take legal action against Mr Luo for unauthorised fund withdrawals.

ETC said in November that the majority shareholder Luo Shandong had sent the requisition notice, which sought the removal of non-executive and independent chairman Christopher Chong Meng Tak and audit committee chairman and independent director Peter Tan from the company's board.

ETC earlier alleged that 118 million yuan (S$24.1 million) had been transferred without authorisation to companies controlled by Mr Luo from a subsidiary in China. The company said that attempts by Mr Chong to obtain the company's bank tokens and company seal were blocked by uncooperative staff at the subsidiary, and that the company is taking legal action in China.

"It is likely the purpose of the requisition is to hamper the company's efforts to proceed with legal action against Mr Luo in connection with the unauthorised withdrawals," the company said in a regulatory filing.

ETC said that removing the two only IDs on the board would not be in compliance with the Code of Corporate Governance.

Mr Luo is also proposing to appoint his own nominees, one Shasha (Liang) Du and one Wang Guang, as directors of the company.

But ETC also noted that the proposed directors had curricula vitae that were not updated.

ETC said that the unauthorised withdrawals were not expected to be material because the company owes Mr Luo and his companies 164 million yuan on a net basis, and that it will attempt to offset that debt with the withdrawals.

ETC was formerly known as China Titanium Ltd, and later, Cedar Strategic Holdings.