ecoWise shareholders to convene extraordinary general meeting after company flip-flopped on earlier decision to do so

Singapore

THREE shareholders of Catalist-listed environmental solutions provider ecoWise Holdings said they intend to convene an extraordinary general meeting (EGM) that the company had at first said it would hold but later decided against.

In a letter seen by The Business Times, dated July 16 and prepared by lawyers from Breakpoint who are representing the three shareholders, ecoWise has been provided with a notice of EGM and a proxy form for the intended EGM.

Citing their rights to do so under Section 176(3) of the Companies Act, the three shareholders - Tan Swee Boon, Tan Jin Beng Winston and Sunny Ong Keng Hua - notified the company that they will be convening the EGM.

They have asked ecoWise to confirm by close of business on July 20 that it will release the notice and proxy form in a bourse announcement and on the company's website.

The three shareholders had sent a requisition for an EGM in May. They had asked that Cao Shixuan be removed as a director and that three new directors - Damien Seah Yang Hwee; Yeo Lai Hock, Nichol; and Tan Siok Sing Calvin - be appointed. They also wanted any directors appointed between the date of the requisition notice and the date of the EGM to be removed.

On June 1, the ecoWise board said it would convene the EGM pursuant to the requisition notice. But on July 2, the board announced a reversal of this position.

Among other things, the board said the proposed resolutions "would not be meaningful for the company" as no explanation was provided for why only Mr Cao - who is also deputy chief executive - was being removed instead of all the company's executive directors.

The board also said the removal of Mr Cao "would result in unnecessary disruptions to the company". And it said that the proposed directors are not recommended by an "independent, reputable professional association or body".

But the three ecoWise shareholders have complained about this change in decision. In the letter, Breakpoint said its clients are entitled to convene an EGM on their own if the company does not do so after 21 days.

Now that ecoWise's board will not be convening the EGM, the three shareholders can do so but have lost a month's time to prepare for the meeting.

Regulations require the EGM to be convened within three months from the date that the requisitioning shareholders are entitled to do so.

In the letter, the three shareholders also wanted to "further remind" that Mr Cao should not participate in deliberations concerning the EGM as he is a subject of the requisition notice and is therefore "clearly conflicted".

BT has reached out to ecoWise for comment.