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Datapulse co-founder seeks to replace new board directors

Singapore

THE family of Datapulse Technology co-founder and former chairman Ng Khim Guan is seeking to oust four freshly-appointed directors on the company's five-man board.

Datapulse announced on Thursday that Mr Ng's daughter, Ng Bie Tjin, and their family investment vehicle Uniseraya Holdings Pte Ltd have called for an extraordinary general meeting to replace the directors.

The meeting must be held "as soon as practicable", but no later than Feb 26, 2018 - two months after the company's receipt of the requisition.

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One purpose, according to the notice, is for shareholders to vote on the removal of Low Beng Tin, Thomas Ng, Rainer Teo and Kee Swee Ann from all appointments with the company, its subsidiaries and its associates.

Uniseraya Holdings - the shareholders of which are Ms Ng, also known as Djuniarti Intan; her brother Han Meng; and their parents - is Datapulse's second-largest shareholder, with a 15.4 per cent stake. Ms Ng also owns another 1.3 million shares, bringing the family's combined interest to about 16 per cent.

They cited, among other concerns, the proposed diversification of the digital media storage maker and its recent acquisition of a Malaysian personal care product maker.

Ms Ng and Uniseraya Holdings want to put to a vote a halt to any diversification until "a complete feasibility study" has been done and shareholders have approved such a move.

The company, under its new board, previously said that it "intends to seek shareholders' approval, inter alia, for a proposed diversification of the core businesses of the company and propose (sic) change of name".

Ms Ng told The Business Times over the phone: "Basically, what we are concerned about is whether, at this point in time, the interests of all shareholders can be protected.

"We will be watching developments through the announcements by the company."

Datapulse bought Wayco Manufacturing (M) Sdn Bhd for S$3.5 million earlier this month. It entered into the sale-and-purchase agreement on Dec 12 - the day after the board of directors was reconstituted - and the acquisition went through on Dec 15.

Responding to Singapore Exchange (SGX) queries on this deal, Datapulse on Thursday said that it did not conduct due diligence on Wayco Manufacturing beforehand as Mr Kee was a former general manager of the vendor, Way Company Pte Ltd, and is "familiar with the business and operations of the target company".

When asked by the SGX why the firm did not appoint its own independent valuer for the acquisition, Datapulse replied that the vendor had agreed to bear the costs of valuation of the properties and that the company was "satisfied with the credentials of the two independent valuers chosen by the vendor".

The four new board members were appointed on Dec 11, with Mr Low, an independent director, also joining as non-executive chairman, and Mr Kee taking on the roles of executive director and CEO.

The move followed the resignation that same day of two long-time executive directors, and the resignation the day before of all three previous independent directors.

A fifth board member, who was on both the old and new boards, is company co-founder and executive director Ng Cheow Chye - no relation to Mr Ng Khim Guan.

Another point of contention concerns Mr Ng Cheow Chye's disposal of his entire interest in Datapulse, in November. That sale made the buyer, Ng Siew Hong, an unrelated party, the company's biggest shareholder, with a 29.01 per cent interest.

The requisitioning parties expressed concern over how Ms Ng Siew Hong, after becoming the controlling shareholder, was the nominator for all three new independent directors.

The requisition notice proposed appointing Ms Ng Bie Tjin as a company director at the EGM, alongside chartered accountant Ng Boon Yew, who is not related to her; investment advisory firm founder Loo Cheng Guan; and Koh Wee Seng, chief executive of jewellery retailer Aspial Corporation.

Ms Ng Bie Tjin was Datapulse's finance director from 1994 to 2014, before stepping down "to pursue other personal interests", while her father was its non-executive chairman from 1980 to 2013.

Datapulse closed up on Thursday by 3.5 Singapore cents, or 12.5 per cent, to S$0.315 on a turnover of around 1.93 million shares.