Mainboard-listed Datapulse Technology has released the circular for its upcoming extraordinary general meeting (EGM) called in the wake of a shareholder bid to oust the embattled disk drive maker's new board.
The meeting will be held at 2pm at the Fuji Room of Hengda Building in Cecil Street on April 20.
In one section of the circular - which clocked in at more than 150 pages - the board laid out its case for its December acquisition of Wayco Manufacturing, a Malaysian personal care product business.
Datapulse co-founder Ng Khim Guan's daughter, Ms Ng Bie Tjin, called for an EGM to halt the proposed business diversification.
The firm says the Wayco deal will help it "to secure better prospects" and avoid a potential delisting.
An EY strategic review of the acquisition commissioned by Datapulse found that Wayco, as a standalone manufacturing business, is not sustainable but could be made so if, for example, Datapulse lifts utilisation of its manufacturing plants and invests in the "aged" equipment.
"The company intends to engage in the proposed new businesses incrementally; it will monitor developments and progress... and... hire suitable candidates, both from within the company and externally, to manage and expand the proposed new businesses," the board said in the circular filed with the Singapore Exchange (SGX) yesterday.
It added: "Assuming the proposed business diversification is approved ... at the EGM, the board is confident that the executive director and CEO, Mr Wilson Teng, will be able to spearhead the management and development of the haircare business under Wayco."
The Hong Kong-based Mr Teng became chief executive on March 19 - a week or so after his original start date of March 8 - after predecessor Kee Swee Ann departed on Feb 2.
The board said at the time of Mr Kee's resignation that it would consider appointing a permanent replacement "once there is more clarity on the future business direction and strategy" of the company.
"Although Mr Wilson Teng may not have direct experience in the haircare industry, (he) has extensive sales management and strategy experience, cultivating and managing business and sales management teams that focused on addressing new markets," said the Datapulse circular.
The Wayco deal and the connections among various board members and parties involved have drawn attention from shareholders and watchdogs alike.
The SGX has issued Datapulse a notice of compliance, ordering it to hold an independent review, including scrutiny of the board's approval of the Wayco acquisition and the company's processes around board appointments and nominations of directors by shareholders.
Law firm RHTLaw Taylor Wessing LLP was appointed to carry out this review on March 11.
Datapulse expects its report by the time of the EGM.
Ms Ng is also seeking to overthrow another set of recently appointed directors at the EGM.
They joined after the arrival of a new controlling shareholder - accountant Ng Siew Hong, no relation to Ms Ng Bie Tjin.
Ms Ng Siew Hong and two of the four directors - Mr Thomas Ng and Mr Rainer Teo - have been described as "business acquaintances", while Mr Kee used to work for Mr Ang Kong Meng, the vendor in the Wayco deal.
Meanwhile, director Low Beng Tin sold his shares to Ms Ng Siew Hong through intermediaries. This helped her compile a controlling stake, although the company has said that Mr Low did not know her - and did not meet or speak to her - in the process of the sale.
Mr Teng was recruited after Mr Kee's resignation "through the introduction of an independent consultant and was not acquainted with Ms Ng Siew Hong prior to joining the company", the circular noted.
But the Datapulse directors said in yesterday's circular: "The board would like to reiterate that there is a strong independent element on the board."
