Boardroom tussle: MC Payment disputes Ching's account of financial performance
MC Payment on Wednesday said it "cannot agree" with controlling shareholder Ching Chiat Kwong's suggestion that the company's poor financial performance has made it necessary for Mr Ching to safeguard his investment by asking for a board refresh.
Mr Ching is looking to add five directors to MC Payment's board, including himself. Resolutions for this will be put to a vote at an extraordinary general meeting (EGM) on June 30, MC Payment said.
He is also proposing to remove all board directors save for one. Resolutions for this will be deferred to another EGM, the company said.
In its EGM circular on Wednesday, MC Payment said Mr Ching's first requisition notice "sought to give the impression that the company has performed poorly" and that "without his financial support, the company would not be able to continue".
Disputing this, MC Payment said the company's reverse takeover (RTO) of Artivision Technologies has benefited Mr Ching. With the injection of MC Payments into Artivision, the loans he extended to Artivision could be repaid.
Moreover, through the RTO and related agreements, Mr Ching had negotiated terms that netted a pay-out worth of S$21.9 million as at June 11 - the latest practicable date.
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The company also noted that since an annual general meeting on April 28, at which Mr Ching's son Shawn Ching and another director linked to Mr Ching were not re-elected, the current management has had limited time and opportunity to run and advance its financial technology business.
In its timeline of events, MC Payments said it had held discussions with Mr Ching from May 4 to 28 in a bid to reach an amicable resolution. None of these discussions resulted in a resolution.
Mr Ching held a 27.06 per cent stake in MC Payment as at April 29. He is looking to appoint himself, his son, Harry Ng, Rothschild Chee and Tan Chee Keong to MC Payment's board.
Mr Shawn Ching is the executive director and group general manager of property developer Oxley Holdings - of which Mr Ching Chiat Kwong is the executive chairman and chief executive officer.
Mr Ng is Oxley's lead independent director. He is also the executive director of HLM (International) Corporate Services - which provides business consultancy, accounting and corporate services.
Mr Chee is a portfolio manager at Swee Heng Management. He was previously the general manager of Red Dot Payment - a fintech company that provides online payment gateway systems, payment consulting and merchant acquisition services for businesses that need to process online credit card transactions.
Meanwhile, Mr Tan is the American Express' head of payments consulting for Singapore, Thailand and the global client group for the Asia-Pacific region. Before this role, he was the group head of sales and account management at Citi.
The company will be issuing a second circular to shareholders on or before June 23, which will circulate further information and documents provided by the proposed directors, report the board's findings on the suitability of the proposed directors, and respond to Mr Ching's allegations.
The second circular will also provide MC Payment's nominating committee and sponsor's requisite assessment of the proposed directors.
Shareholders must lodge their proxy forms by 2.30pm on June 27. The EGM will take place at 2.30pm on June 30 by way of electronic means, the company said.
Shares of MC Payment rose 6.3 per cent or S$0.02 to close at S$0.34 on Wednesday.
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