GIVEN the size of Catalist-listed MC Payment's operations - with just 20 staff members in Singapore - it may not require a total of 10 directors on its board, up from the current five, said the company in a bourse filing on Tuesday.

This was in response to queries raised by the Singapore Exchange Regulation (SGX RegCo) on May 10, regarding a letter that MC Payment had earlier received from a controlling shareholder to appoint five directors on the board, along with another two directors proposed for the board's consideration.

SGX RegCo had noted that this would make for a total of 12 directors should the requisition be carried through, and queried MC Payment on whether it had understood the rationale for the proposal from the controlling shareholder, Ching Chiat Kwong, "considering amongst others, the current scale of operations".

On May 4, MC Payment received a letter from Mr Ching, where he requested for the board to convene an extraordinary general meeting (EGM) to pass the appointment of five individuals as directors of the company. He also "invited the board to consider and appoint" two other individuals as independent directors, together with himself as a non-independent director to the board.

In its statement late Tuesday night, MC Payment clarified that Mr Ching - who owns a 27.06 per cent stake in the company - was in fact seeking to appoint a total of five additional directors to the board via two avenues - by way of the requested EGM, and by way of an invitation extended to the board. Two of the individuals highlighted in Mr Ching's invitation are the same two individuals among the five names mentioned for the EGM.

MC Payment noted that two of the nominees, Shawn Ching and Harry Ng, are former directors of the company, and had submitted themselves for re-election at the company's recent annual general meeting (AGM) on April 28, but were not re-elected by shareholders who were present and voting at the AGM.

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"The company is currently not aware of why Mr Ching is seeking to appoint a total of five additional directors to the board," it added.

SGX RegCo also queried the company regarding the delay in announcing its receipt of the requisition notice. MC Payment announced this only on May 10.

In response, the company said that following the receipt of the letter, there were ongoing discussions between Mr Ching and MC Payment's chief executive Anthony Koh, "which might have a material impact on the requisition notice", and that it was also "in the midst of engaging its legal advisers to advise the company on issues relating to the requisition notice". MC Payment appointed Tan Kok Quan Partnership as its legal advisers on May 6.

"In view of the ongoing discussions, the sponsor advised the company to withhold the announcement for the time being, pending the outcome of such discussions with Mr Ching to ensure information provided to shareholders of the Company is based on the latest developments," it added. However, there was a lack of progress on the discussions between Mr Ching and Mr Koh.

MC Payment said it will update its shareholders by May 25 on whether the board will be convening the requested EGM.

Shares of MC Payment were trading flat at 36.5 Singapore cents as at 9.50am on Wednesday.