THREE former executive directors of Datapulse Technology have been reprimanded by the Listings Disciplinary Committee (LDC) of the Singapore Exchange (SGX) for breaching a mainboard listing rule.
The trio are Ng Cheow Chye, Ng Cheow Leng, and Si Yok Fong @ Chin Yok Fong, SGX said on Thursday.
The directors failed to ensure that Datapulse had provided in its circular all information necessary for shareholders to make a properly informed decision on the disposal of its property at 15A Tai Seng Drive at the extraordinary general meeting (EGM) in September 2017.
Two months before that, Datapulse had announced that it had granted an option to a purchaser for the sale of its sole manufacturing premises at the property for S$53.5 million. In August, the company announced that it was granted an option to purchase a property at 5 Toa Payoh West for S$10.5 million.
To acquire the Toa Payoh property, Datapulse required the approval of Jurong Town Corporation, which included the approval of the National Environment Agency (NEA), for the use of the property for its manufacturing activities.
NEA rejected the company's proposed use of the Toa Payoh property for its manufacturing activities on Sept 4, 2017. Subsequent appeals by the company that month were also rejected.
On Sept 12, 2017, Datapulse issued a circular to inform shareholders about the proposed disposal of the Tai Seng Property, a major transaction that required shareholders' approval.
Shareholders were to vote on the disposal at an EGM on Sept 28, 2017. During the EGM, 99.6 per cent of shareholders present and voting, approved the proposed disposal.
The LDC said that the NEA rejections were material and/or necessary information for shareholders to make an informed decision at the EGM.
"From a reading of the circular, it was clear that the acquisition of the Toa Payoh property was related to and an important part of the context of the proposed disposal," it said. "As such, it was reasonable to expect shareholders to have been informed of any material developments affecting the company's proposed acquisition of the Toa Payoh property."
The LDC noted that shareholders would have had questions arising from the NEA rejections - such as whether there would be any impact on Datapulse's continued operations, and whether it was still prudent to proceed with the proposed disposal in circumstances where it was not possible to acquire the Toa Payoh property as replacement premises.
The trio, who resigned as directors in December 2017, have filed a notice of appeal against the decision of the LDC. However, SGX said an appeal would not be heard, as the chairman of the Listings Appeals Committee is of the opinion that grounds for appeal have not been met.
Datapulse was in the media-storage business since its listing in 1994 until FY2018. It is now principally engaged in hotel and hospitality property investment.
Datapulse shares closed unchanged on Thursday at S$0.18, before the announcement.