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Datapulse board keeps its seats and motions despite shareholder discontent


DATAPULSE Technology's board endured a three-hour grilling at Friday's special shareholder meeting as vexed minority shareholders poked holes at, and at times, mocked them over their independence, competence and the commercial logic of a hasty buyout.

However, when it came down to the votes that counted, the incumbents managed to keep their seats.

The board also snagged the greenlight by getting the votes to push ahead with its contentious diversification agenda.

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"I would just like to say that I'm confident of the board and I hope the rest of the shareholders would give the board time to show their results," Datapulse majority owner Ng Siew Hong told The Business Times.

Ng Bie Tjin, the EGM's requisitionist and the daughter of Datapulse's co-founder and ex-finance director, said: "One of the purposes was to bring attention to the board's Wayco acquisition and I think we have achieved this.

"I wish more had shown up, given the fragmented shareholding of Datapulse but I'm pretty fine with the outcome. It is clear that we have strong support from minority shareholders."

She had sought to boot out four directors - CEO Wilson Teng, Low Beng Tin, Thomas Ng Der Sian and Rainer Teo Jia Kai and had put up herself and three others - Ng Boon Yew, Loo Cheng Guan and Koh Wee Seng - to be appointed to the board.

Her challenge was sparked by the sudden emergence of Ms Ng Siew Hong as Datapulse's controlling owner last November which was quickly followed by a board revamp and even more hurriedly, a S$3.4 million contentious buyout of haircare products maker Wayco.

Discontent was thick in the air at the meeting that saw over 200 shareholders gathered in a crowded room with hardly much standing room as they took turns, one after another, to lambast the directors.

The board - in a departure from its retaliatory stance throughout the bitter shareholder feud that began last December - kept its composure at the session.

Applause from the floor greeted the critics of the board, while those who seemed to cut the directors some slack were told to "go home".

One of the proposed new directors, Mr Ng Boon Yew, read from a prepared speech to address the board's questions on whether he was fit to be a director based on his past track record involving an investment in and subsequent disposal of Raffles Campus.

A copy of a three-page reply by the board to a concerned shareholder in relation to the same matter was distributed and placed on the chairs before the EGM.

"I fully agree that the company is perfectly entitled to, and should, evaluate my suitability," he said. "But shouldn't the board have reviewed and looked into the full details and undertake such due diligence as is appropriate before putting pen to paper and making such statements?"

He also accused the board of being "mischievous".

Governance hawk Mak Yuen Teen of NUS Business School, who was present at the EGM, said: "We can clearly see a lot of unhappiness among those who voted. Bear in mind that the minority shareholders' vote against the current board and their proposed diversification was around 41 per cent."

The chief source of their discontent was the board's Wayco buyout, how some S$84 million cash in the kitty will be used and the proposed one Singapore cent dividend per share which although deemed measly by some quarters, drew 99.5 per cent votes in favour of it at the meeting.

Said Mr Teng, after the EGM: "As a board, we take note of these concerns and will consider them in totality. We will see what it is we can do better."