Appointment of 4 new directors not valid: Oriental

Catalist-listed Oriental Group has reiterated that the appointment of four new directors will not be valid even if investors back the move at an upcoming extraordinary general meeting.

The company told the Singapore Exchange in a filing yesterday that it did not receive notices in writing signed by the four people within the time frame set out under Article 95 of its constitution.

Part of the article states that a potential director must lodge a signed notice in writing to the company indicating his willingness to be elected. This must be done at least 11 days before the meeting and served to shareholders at least seven days before.

Oriental Group said it received a letter dated Dec 7 from the four people confirming their willingness to be elected as directors but added that the requirements of the constitution have still not been met.

"Accordingly, the proposed appointments of the proposed incoming directors will not be valid even if the company received the notices today and the resolutions relating to their appointment are passed at the (meeting)," it said.

In the Dec 7 letter, Mr Aloysius Wee Meng Seng, writing on behalf of the four proposed directors, said a short write-up of themselves and their CVs was enclosed with a shareholders' circular dated Nov 10. This has since been lodged with the company and despatched to shareholders. "This would have given the shareholders sufficient time to consider the merits of our proposed appointment," he wrote.

Oriental Group said it received a letter from Aseanzon and Dingji Investments last month, calling for an extraordinary general meeting to be held on Dec 9. Aseanzon and Dinji are requisitioning shareholders.

Besides the appointment of the four new directors - Mr Wee, Mr Choong Yoon Fatt, Ms Liu Ye and Mr Lim Ah Kow @ John Lim - the meeting will also seek the removal of three directors.

This comes as the steel manufacturer and trader is facing troubles on multiple fronts, including its ability to continue as a going concern.

Oriental Group said in a separate announcement yesterday that it has received further letters of demand - this time from HLM for a sum of $5,918.38 and from Steelforce (SEA) for $5,434.87.

HLM said it will start legal proceedings if payment is not made by Dec 9, while Steelforce will take action if payment is not made within seven days.

Last week, Oriental Group said it received a letter of demand from Almech Steel claiming a repayment of about US$588,000 (S$834,000) for supplying steel. This followed claims from other creditors.

The group is seeking legal advice.

Oriental Group appointed an independent reviewer and special auditor in September to carry out a review into irregularities in its operations in China and Singapore. The reviews were ongoing as at Nov 15, said the firm.

In October, the firm entered into a sale and purchase agreement with Dacai for the disposal of its stake in Wan Dormitory. This could "alleviate the group's cash flow and going concern issues", it said.

Oriental Group shares last traded at 11.4 cents on March 2, before trading was suspended.

A version of this article appeared in the print edition of The Straits Times on December 08, 2016, with the headline 'Appointment of 4 new directors not valid: Oriental'. Print Edition | Subscribe