2 more Alpha DX directors resign

ANOTHER 2 directors of learning-solutions company Alpha DX Group have resigned, taking the total number of non-executive directors that have quit in the past 2 weeks to 4.

All 4 have unresolved differences in opinion on material matters with the board of directors in the resignation notifications filed to the Singapore Exchange (SGX).

The Catalist-listed company has 3 remaining directors, including an independent director, and its audit committee does not have any members at the moment.

Alpha DX said it will work to fill the vacancy in the audit committee within 2 months, and in any case no later than within 3 months, to comply with SGX listing rules. It is also working to fill the vacancies in the remuneration and nominating committees, each of which has just 1 member currently.

The bourse filings on Wednesday (Mar 9) were for the cessation of directorship for Chew Yean Nee and Fabian Sven Bahadur Scheler, effective the day before.

Scheler, a non-independent director, cited differences with management on the approach to the company's restructuring, including over transactions in which Alpha DX had "put down good-faith deposits and which management refuses to consider abandoning so that the deposits can be returned to the company to address its issues with the creditors".

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Independent director Chew cited differences with management, including the short lead time given when asking for approvals, and the timeliness of certain disclosures and announcement of matters to shareholders. "This unfortunately does not allow me to perform my role effectively as an independent director," she said.

The notification indicated that the resignation of 2 directors on Feb 25 was a cause for concern, and that the reasons for the resignation of the former audit committee chairperson should be noted.

On Feb 28, it was announced that Alpha DX independent directors Chang Chi Hsung and Max Ng Chee Weng had resigned effective Feb 25. Chang was also the chairman of the audit committee.

The filings noted that the directors had differences with the management on the administration and the timeliness of certain disclosures and announcement of matters to shareholders, with reference to a Feb 25 announcement of a letter of demand from Kydon Holdings.

Alpha DX had announced that day that it had received a letter of demand dated Feb 18 from Kydon Holdings regarding the payment of S$1,900,937.75 for the remaining consideration and interest charges linked to the acquisition of equity interest in Zionext.

On Mar 5, the company announced that it received a letter of statutory demand from the lawyers for Kydon Holdings, asking for the payment of that sum within 3 weeks of the letter dated Mar 4, failing which it may commence winding-up proceedings against Alpha DX.

The company is also facing claims from its sponsor, which has since served a notice of termination of its sponsorship.

The company said on Mar 2 that it had received a writ of summons and statement of claim filed in the High Court by PrimePartners Corporate Finance (PPCF) for the sum of S$604,844.76 in unpaid sums payable under agreements between the 2 companies, and S$111,789.75 for late interest charges.

Alpha DX last traded at S$0.112 before a trading halt was called on Monday, ahead of the markets opening.