ecoWise's EGM resolutions, even if passed, will not be valid: board

CATALIST-LISTED ecoWise Holdings on Friday said any resolutions passed at its proposed extraordinary general meeting (EGM) on Aug 13 will be deemed invalid, as "valid notice had not been given" for the meeting.

In a bourse filing on Friday night, the strife-hit company said the first and second notice of the EGM - published respectively in The Business Times (BT) on July 29 and July 30 by two of ecoWise's shareholders, Tan Swee Boon and Tan Jin Beng Winston - are invalid as they "have not complied with the relevant regulations".

The shareholders had called for the EGM to vote on the removal of ecoWise executive director and deputy CEO Cao Shixuan, and to appoint three new directors - Damien Seah, Nichol Yeo and Calvin Tan.

ecoWise said the first notice of the EGM had "inaccurately classified" the proposed resolutions as ordinary business, as the resolutions constitute special business.

The notice was also not accompanied with a statement specifying the effect of the proposed resolutions, as is required under Regulation 71 of the constitution of the company.

At the time of receipt of the first notice of the EGM and as at Aug 6, the "erroneous" Google link provided did not work, thus not giving shareholders access to the audio broadcast and audio-visual broadcast, as required under the First Schedule of Covid-19 Order, said ecoWise.

BT in your inbox

Start and end each day with the latest news stories and analyses delivered straight to your inbox.

Sign Up

Sign Up

It added that due to the faulty Google link, shareholders were also not provided with instructions on how to submit questions or matters related to the resolutions that are tabled at the proposed EGM.

While the first notice of EGM was published 14 days prior to the intended date of the EGM on Aug 13, it was not concurrently published on SGXNET on the same day it was taken out in BT, and therefore not in compliance with Paragraph 10 of the First Schedule to Covid-19 Order.

The second notice of the EGM, published on July 30 in BT, did not satisfy the requisite 14-day notice period. The notice was also not concurrently published on SGXNET, said ecoWise.

In a separate update on Sunday, the company said none of the proposed directors to be appointed has been recommended by "independent, reputable" professional associations or bodies.

These proposed appointments thus do not satisfy the directives of the Singapore Exchange Regulation (SGX RegCo) in its notice of compliance issued on June 25.

ecoWise said it had on June 14 engaged third-party service provider DC Frontiers to investigate the background and qualifications of each of the proposed directors.

Based on the investigation reports, Mr Seah and Mr Tan were previously directors of several companies that have since been delisted from SGX.

Mr Seah is currently the head of internal audit of Fabchem China Limited, which was issued with a notice of compliance by the SGX RegCo on June 3, 2021.

Mr Tan is currently the lead independent director of China Shenshan Orchard Holdings, which was placed on the SGX watch-list in December 2019.

Mr Yeo "lacks the relevant experience" of serving as a director of a listed company, said ecoWise.

Shares of ecoWise have been suspended from trading since June 18, 2021.