Fu Yu not convening EGM requisitioned by largest shareholder as requirement not met
It says that Victor Lim did not serve the required special notice to the independent, non-executive directors he has proposed to oust
FU YU Corporation on Wednesday (Feb 26) said that it will not be convening an extraordinary general meeting (EGM) as requisitioned by its largest shareholder Victor Lim because his second attempt to call for one did not meet the necessary requirement.
The component maker in a regulatory filing said that its board has been legally advised that Lim did not serve the required special notice to independent, non-executive directors Christopher Huang and Royston Tan.
Lim, in his second requisition on Feb 5 for an EGM, had proposed to oust the duo.
“The failure to provide (the) special notice is an irregularity that may render the intended EGM and resolutions passed thereat invalid,” stated the filing.
Lim also wanted to appoint Gilbert Rodrigues, Ralf Pilarczyk and Yang Zhenrong as independent, non-executive directors at the EGM.
Fu Yu’s board noted that the same reasons he gave in his first requisition – those being the company’s poor performance and dropping share price – were provided this time for booting out Huang and Tan as well as replacing them with the proposed trio.
BT in your inbox
Start and end each day with the latest news stories and analyses delivered straight to your inbox.
The board added that Lim did not explain how the replacements would help improve Fu Yu’s performance and share price, given that the trio, like Huang and Tan, would also not be involved in the daily management of the company.
Still, the board will be appointing independent professionals to assess the suitability and independence of Lim’s proposed appointees to comply with the Singapore Exchange Regulation’s (SGX RegCo) directive given on Feb 11.
Investigation update
Meanwhile, Lim had attended an interview after Fu Yu announced it was investigating the affairs of its business unit Fu Yu Supply Chain Solutions following an internal audit, the board updated in response to SGX RegCo’s directive.
SEE ALSO
Some former and current employees of Fu Yu Supply Chain Solutions had attended their first or follow-up interviews as well.
Professionals appointed by the company are reviewing and evaluating the information provided at the interviews and will be advising board on the potential courses of action and next steps, added the filing.
The professionals are in the process of conducting forensic analysis of electronic data to uncover evidence.
Earlier investigations had revealed that the business unit made one or more unverifiable arrangements in respect of a payment of about US$3 million to a third party, for which services did not appear to have been rendered.
There are also “potential” conflict-of-interest issues in the arrangement.
Those investigations also found that there was unauthorised usage of an e-mail account by third parties.
Questions were also raised about the secondment of an individual to Fu Yu Supply Chain Solutions as its general manager from May 2023 to May 2024, as well as about the individual’s conduct.
In addition, some expense claims made to Fu Yu Supply Chain Solutions by a former employee for herself and on behalf of a current employee of Fu Yu appear to be from “irregular” documents.
Copyright SPH Media. All rights reserved.
