SINGAPORE (THE BUSINESS TIMES) – MC Payment on Sunday (June 27) reported that it received a third statement from controlling shareholder Ching Chiat Kwong on June 26, and refuted a number of claims made by Mr Ching. The company also advised shareholders to take the statement and the company’s comments into consideration before arriving at an “informed decision” at the extraordinary general meeting (EGM) set for June 30.
Mr Ching owns 27.1 per cent of MC Payment, and is also the executive chairman and chief executive officer of property developer Oxley Holdings.
In his third statement in what appears to be a boardroom tussle that has also attracted the attention of the Singapore Exchange Regulation (SGX RegCo), Mr Ching claimed that MC Payment’s board and nominating committee had provided shareholders with untrue, misleading or defamatory statements relating to Shawn Ching – who is Mr Ching’s son – and Harry Ng, as well as Mr Ching’s own disclosure on Pindan Group, an Australian construction company wholly owned by Oxley Holdings, and its related entities.
Mr Ching said the nominating committee had wrongly stated that the trio had not made disclosure about Pindan or its related entities as Mr Shawn Ching and Mr Ng were not obliged to disclose information as they were not directors of entities within the Pindan Group.
To this, MC Payment said Mr Ching’s complaint “misses the point” in the nominating committee’s report which was that the trio had not given full disclosure of the severe financial difficulties of several entities within the Pindan Group – whether in the papers submitted to the company as part of the assessment process, or through the Pindan Group’s ultimate holding company, Oxley.
“What was disclosed was that some companies in the Pindan Group had been placed into voluntary administration. There was no disclosure regarding nine other entities in the Pindan Group that had gone into liquidation,” said MC Payment.
Mr Ching also claimed that the board has not been transparent or forthcoming. This argument was made after it redacted a paragraph of Mr Ching’s second statement.
MC Payment defended the redaction, saying the paragraphs “were inadvertent”, and that the matters referenced in the paragraphs were also discussed in Mr Ching’s first statement as well as the company’s announcement on May 27.
Thirdly, Mr Ching termed the nominating committee “incapable of assessing the suitability of the proposed directors objectively” due to the position of conflict of interest, among other factors.
MC Payment’s nominating committee said it “strenuously disagrees” that it was in a position of conflict, as it was simply making an independent assessment of the proposed directors for the consideration and benefit of the shareholders, and followed a “balanced, thorough, fair, holistic and embracing approach” in evaluating the directors.
“The fact that the nominating committee has reached different conclusions from the sponsor as to the suitability of the proposed directors is not reason to allege that the nominating committee is biased,” said MC Payment.
In response to Mr Ching’s claims that David Ong, the chairman of the nominating committee, would not qualify as a director of the company, MC Payment said that comparable holistic and stringent criteria was applied in the respective assessments of the candidates. Mr Ong’s involvement in Hon Corporation was also a limited one, the company added.
MC Payment also refuted claims from Mr Ching that Rothschild Chee Kheng Hock, another one of the proposed directors, had not been invited to attend any interviews with the sponsor or nominating committee.
The company said the sponsor had extended an invitation to each of the proposed directors to be interviewed through an e-mail to Mr Ching, Mr Ng and Mr Shawn Ching.
MC Payment shares ended Friday at 41.5 cents, down 7.8 per cent or 3.5 cents.
