SGX RegCo serves notice to Metech to reconvene EGM

THE Singapore Exchange Regulation (SGX RegCo) served notice to Catalist-listed Metech on Friday after trading hours, requiring the company to reconvene an extraordinary general meeting (EGM) to vote on the resolution to re-elect group CEO and controlling shareholder Simon Eng as its director.

The SGX has deemed that the earlier reappointment of Mr Eng on Oct 29, 2019 that was approved by shareholders during its FY2019 annual general meeting was based on inaccurate and incomplete information.

In the re-election of Mr Eng, the company failed to disclose in its annual report that he had previously been reprimanded or issued a warning by regulatory authorities, a move which was required under listing rules.

Mr Eng had been publicly reprimanded by SGX on Oct 30, 2015 for various breaches of the listing rules in his previous role as chairman and CEO of Advance SCT, now known as Citicode Limited. They include failing to promptly disclose material information on certain transactions and for failing to act in the interests of shareholders.

In addition, in 2014, Mr Eng received a warning letter from the Monetary Authority of Singapore for late disclosure of the change of interest in Teledata Limited (which since has been delisted) as a result of a placement by the company.

SGX RegCo will be investigating the circumstances resulting in the non-disclosure of the public reprimand in the company's FY2019 annual report.

It will also review the company and its continuing sponsor's compliance with Catalist rules, and the discharge of their duties and obligations. It added that it will take appropriate action if any breaches are found.

To allow shareholders to make an informed decision on Mr Eng's re-election, an EGM has to be reconvened, said SGX RegCo. The company has been ordered to include details of the public reprimand against Mr Eng in the circular to the EGM and to provide disclosures required under Catalist rules.

In response, Metech has submitted a correction to its annual report with the required information on Mr Eng in a filing to the SGX.

The company stated that Mr Eng had inadvertently omitted the information as the Catalist rules were amended with effect from Jan 1, 2019 and that its annual report was the first since then.

"Mr Eng has noted the oversight and will be mindful of regulatory changes when clearing future annual reports of the company," said the statement. The company also said that it is reviewing its internal process to ensure that all departments involved are familiar with the regulatory requirements and changes.

Separately, the company also responded to SGX queries regarding the appointment of independent director Chng Hee Kok, including the circumstances and Mr Chng's role regarding a S$5,000 fine in August 2007 under the Companies Act, and a warning under the Prevention of Corruption Act.

According to Metech, the offence was committed when Mr Chng was CEO of NTUC Club. The NTUC Club owned a number of private limited companies and Mr Chng was a director in those entities. He was fined S$5,000 in August 2007 for failure to disclose his beneficial interest in a company that had dealings with three firms in the NTUC Group where he was a director.

In the course of recording Mr Chng's statements, he provided certain information which was deemed to be false or misleading, and for that, he was given a written warning under the Prevention of Corruption Act.

The SGX also questioned Mr Chng's ability to devote sufficient time and resources as the independent director of Metech as he is currently a director of eight other listed companies.

The company responded that it took into account the fact that Mr Chng has retired from remunerative employment and that he "had a good attendance record on his other entities and represented that he did not have any issues in managing his time to cater to all the meetings where he holds directorship".

Mr Chng will be writing to his other boards to seek their concurrences and provided assurance that he will be able to devote sufficient time and effort to the affairs of the company.