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SBI Offshore names four directors ahead of boardroom showdown

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SBI Offshore (SBIO) is facing turbulent times as its founder and its chief executive lock horns amid a yet-to-be released audit alleging possible breach of securities laws in past transactions involving an associate company.

SBI Offshore said on Thursday it has appointed four independent directors (IDs) who will lead investigations into the company, a day before an expected boardroom showdown on Friday.

The move follows a damning PwC report that found two different sets of agreements for SBI Offshore's purchase and subsequent sale of Jiangyin Neptune Marine Appliance Co (NPT). The agreements contain conflicting considerations for the purchase and sale of a 35 per cent stake in NPT, which is incorporated in China.

These numbers were reported by The Business Times this month, based on the PwC report that it had obtained. The PwC report was dated Sept 6, but was released by the company on Sept 10.

The appointment of the four IDs - James Kho Chung Wah, Mark Edward Pawley, Ling Yew Kong and Lawrence Kwan - took effect on Wednesday.

"Whilst the board had previously thought that the addition of one or two directors should be adequate, the gravity and implications of the PwC NPT findings . . . makes it imperative for the board now to introduce a larger number of new and independent directors who were previously uninvolved with the company," it said in a regulatory filing.

"The additional directors, all of whom have no previous association with the company, will lead the investigations into the findings and the grave and very serious implications arising from the PwC NPT findings, as well as actions and other steps by the company, as may be necessary to recover properties and moneys (if any), to seek redress for and/or enforce against breaches of duties (if any), and generally to protect the company's interests."

The company is due for an an extraordinary general meeting (EGM) this Friday. The EGM was called by several shareholders to remove current CEO Chan Lai Thong from the board and appoint four new directors.

Among the names first proposed is that of Hui Choon Ho, who was the company's executive chairman and chief executive when the two acquisition agreements were signed. Both sets of letters were allegedly signed by him on behalf of the company.

In a supplementary letter, SBI Offshore's board said Mr Hui's involvement in the NPT transactions and his conduct have raised doubts over his suitability to act as the company's director.