Datapulse Tech *Official* (SGX: BKW)

[Jupiter2017]

Datapulse Tech *Official* (SGX: BKW)
Creating a new thread since cannot find an existing thread.

 

[Jupiter2017]

http://www.businesstimes.com.sg/com...lse-looks-to-sell-tai-seng-premises-for-s535m
Loss-making Datapulse looks to sell Tai Seng premises for S$53.5m
MON, JUL 31, 2017 - 6:29 PM LEE MEIXIAN leemx@sph.com.sg

LOSS-MAKING digital storage products company, Datapulse Technology, on Monday said it is looking to dispose its Tai Seng premise, Datapulse Industrial Building, for S$53.5 million.
The company had on July 26 granted an option to purchase to an unnamed independent third-party purchaser for the sale of its property at 15A Tai Seng Drive. The option will remain valid up to 4pm on Aug 9.
The property is a leasehold property granted by state industrial landlord JTC, with a 30-year lease tenure starting from August 1993, with a further term of 30 years. The six-storey industrial building comprises production and warehouse areas as well as ancillary offices, and has a gross floor area of about 15,174 square metres.
The disposal is conditional on obtaining shareholders' and JTC's approval, among other things. The property is used solely for the group's manufacturing activities.
Datapulse said: "The board believes that the proposed disposal is in the best interests of the company and its shareholders, as it will enable the group to realise the value of the property at a significant premium over its book value, and allow the group to reallocate its resources to improve and optimise the utilisation of assets."
The net asset value of the property is about S$8.4 million as at end-April 2017.
The net gain on the proposed disposal is expected to be about S$44.5 million. The company plans to deploy part of the proceeds to acquire a new premise to continue its existing business and operations.
The remaining proceeds will be used as general working capital for the requirements of the group's businesses and operations and for the group to undertake new investment opportunities that may arise in the future, it said.
A valuation report from April 2016 by Cushman & Wakefield.

 

[Jupiter2017]

http://www.businesstimes.com.sg/com...-and-two-non-exec-directors-resign-from-board
Datapulse's chairman and two non-exec directors resign from board
SUN, DEC 10, 2017 - 4:33 PM ANDREA SOH sandrea@sph.com.sg

DATAPULSE Technology's future direction has become even more hazy as three non-executive directors stepped down after a change in its controlling shareholder.
The firm's chairman, Hee Theng Fong, and non-executive directors Hillary Quah Lam Seng and Guok Chin Huat Samuel resigned with effect from Dec 10, the loss-making digital storage products firm announced in exchange filings on the same day.
Mr Hee and Ms Quah are long-time directors, having been appointed to the board in 1994 and 1999, respectively. Mr Guok was appointed in August 2012.
Their departures follow the sale of a 22.3 per cent stake in the firm by Ng Cheow Chye, the firm's deputy chairman, chief executive officer, and substantial shareholder. He had on Nov 10 disposed of his entire stake of 48.9 million shares through an off-market transaction for S$26.9 million, or 55 Singapore cents a share.
The firm later announced that Ng Siew Hong had on Nov 22 acquired a 29 per cent stake in Datapulse, after buying 63.5 million shares for S$34.9 million through an off-market transaction.
In response to questions from the chairman and independent directors, Mr Ng said that the buyer is not related to him nor his family, and that he does not know her personally. However, he understands that Ms Ng would like to have board representation, and expects that she will be communicating with the board directly on this matter.
Following that, the company on Dec 4 invited Ms Ng to attend a board meeting that was to be held on Dec 8.
Ms Ng replied in an email via her lawyer that it will be detrimental to shareholders if efforts are not made to diversify the core business of the company, given that the core business is no longer profitable and that the firm will be ceasing its manufacturing business soon.
"It would be in the interests of the company and its shareholders to diversify the business of the company to include multi-industry investments as part of the core business of the company," she said in a letter.
Ms Ng, however, did not attend the meeting, and the board was therefore unable to obtain further information. It cautioned shareholders that it is uncertain if any potential new business will materialise.
"The company will make the necessary announcements as and when there are further development," it said in a Dec 8 announcement.
The developments come as the group looks to dispose of its property in Tai Seng Drive for S$53.5 million. It had also wanted to buy an industrial property at Toa Payoh for S$10.5 million, but on Nov 14 announced that it was terminating this option to purchase the property as the National Environmental Agency had rejected its application to change the use of the property.
The Singapore Exchange subsequently queried the firm on the impact of this on its manufacturing activities, given that the option to sell its existing property has been exercised.
Datapulse then revealed that its management is currently considering ceasing its manufacturing activities, and is exploring other business and investment opportunities.
"The company does not expect a material impact to the company's financial position if it ceases (its) manufacturing activities as that part of the business is currently loss making," it said on Nov 18.
"In the event that the management decides to continue the company's manufacturing activities and alternative premises cannot be secured prior to the completion of the proposed disposal, there will be some disruption to the company's manufacturing activities. However, the financial and business implications will not be material."

Price link: http://www.shareinvestor.com/fundamental/factsheet.html?counter=BKW.SI

 

[Jupiter2017]

http://www.shareinvestor.com/news/news.html?source=sg_stbt&nid=161868
Datapulse Tech to buy haircare business for S$3.5m
14 Dec 2017 09:00 By Tan Hwee Hwee Source: Business Times

MAINBOARD-LISTED Datapulse Technology announced after Tuesday's trading hours that it has entered into a deal to buy out Malaysia-incorporated haircare manufacturing business, Wayco Manufacturing, from Way Company Pte Ltd for S$3.5 million in cash.
Datapulse said that the consideration has been agreed upon between the two parties after taking into account the six-month unaudited net profit and unaudited net tangible asset (NTA) value of Wayco.
The company added that its new chief executive, Kee Swee Ann, was the former general manager of Way Company from 2008 to 2010 and was involved in the management of Wayco Manufacturing.
Wayco posted RM160,632 (S$53,201) in unaudited net profit for the six months ended Jun 30 and its unaudited NTA value was over RM7.63 million as at Jun 30.

Price link: http://www.shareinvestor.com/fundamental/factsheet.html?counter=BKW.SI

 

[Jupiter2017]

http://www.shareinvestor.com/news/news.html?source=sg_stbt&nid=161865
Datapulse Tech: More questions about disclosures, corporate governance
14 Dec 2017 09:00 By Mak Yuen Teen Source: Business Times

I REFER to my letter "Datapulse Technology's disclosures about its operations throw up more questions than answers" (BT, Dec 8) and the Hock Lock Siew column "Minorities in the dark over Datapulse's fate" (BT, Dec 12).
In its Dec 8 announcement providing further information on the sale of shares by the director and substantial shareholder, the company disclosed that the letter from the new shareholder, Ng Siew Hong, said:
"Given that the core business of the Company is no longer profitable and the Company will be ceasing its manufacturing business soon, it will be detrimental to shareholders if efforts are not made to diversify the core business of the Company. It would be in the interests of the Company and its shareholders to diversify the business of the Company to include multi-industry investments as part of the core business of the Company".
In the company's response to SGX queries on Nov 18, it had stated (a) that management was considering ceasing its manufacturing activities, (b) that it does not expect a material impact if it ceases its manufacturing activities, and (c) that in the event that management decides to continue its manufacturing activities and alternative premises cannot be secured in time, there will be some disruption to its manufacturing activities.

price link: http://www.shareinvestor.com/fundamental/factsheet.html?counter=BKW.SI

 

[Jupiter2017]

http://www.businesstimes.com.sg/com...hareholders-approval-for-proposed-acquisition
Datapulse not seeking shareholders' approval for proposed acquisition
FRI, DEC 15, 2017 - 9:46 PM STEPHANIE LUO stephluo@sph.com.sg

DATAPULSE Technology Limited on Friday clarified that it will not need to get the nod from shareholders for a proposed acquisition, but will be seeking shareholders' approval for the proposed diversification of the company's core businesses, including the manufacturing of haircare products and cosmetics.
In a post-market close filing with the Singapore Exchange, the solutions provider of digital storage products and services said that shareholders' approval was not required for the proposed deal because the relative figures of the deal, based on the audited consolidated financial statements of the group for the financial year ended Jul 31, 2017 amount to less than 5 per cent.
Earlier this week, Datapulse announced that it was going to acquire one million ordinary shares in the capital of Wayco Manufacturing (M) Sdn Bhd for a cash consideration of S$3.5 million.
The company agreed to the S$3.5 million figure after taking into consideration the adjusted net tangible asset value of Wayco Manufacturing and the market value of the properties, as well as the future earnings potential of the company, among other things.
The company had on Thursday received an independent valuation report, valuing the properties at RM7.3 million (S$2.4 million).
The adjusted net tangible asset value of Wayco Manufacturing as at Jun 30, 2017, adjusted for the independent properties will be about RM 7.4 million, or approximately S$2.5 million, assuming an exchange rate of RM1: 0.3312.
Datapulse closed three Singapore cents higher at S$0.295 on Friday.

Price link: http://www.shareinvestor.com/fundamental/factsheet.html?counter=BKW.SI

 

[Jupiter2017]

http://www.businesstimes.com.sg/com...er-files-requisition-notice-to-oust-directors
Family of Datapulse's co-founder files requisition notice to oust directors
THU, DEC 28, 2017 - 9:25 AM UPDATED THU, DEC 28, 2017 - 3:04 PM RACHEL MUI rachmui@sph.com.sg

THE family of former Datapulse Technology chairman and co-founder Ng Khim Guan is seeking to replace four directors on the company's board and re-evaluate the firm's diversification strategy.
On Thursday, the digital media storage maker said that it has received a requisition notice to convene an extraordinary general meeting (EGM) by Uniseraya Holdings Pte Ltd and Ng Bie Tjin - which have a combined stake of about 16 per cent in the company.
Ms Ng Bie Tjin is the daughter of co-founder Mr Ng Khim Guan. She was previously finance director of the company from 1994 till 2014, and is currently an independent executive director of Aspial Corporation and SunMoon Food Company. She is also a director of Uniseraya Holdings.
As the requisition notice was filed on Dec 26, the EGM must be held "as soon as practicable", but no later than Feb 26, 2018, or two months after the company's receipt of the requisition.
In a filing with the Singapore Exchange (SGX), Uniseraya and Ms Ng said that the EGM is for shareholders to consider the removal of Low Beng Tin as non-executive chairman and director of the company with effect from the date of the EGM; as well as Thomas Ng , Rainer Teo and Kee Swee Ann as directors of the company. These include taking all necessary steps to remove the four from all appointments within the group, its subsidiaries and associated companies, they said.
To replace the four directors, the requisitioning members have suggested the appointment of Ng Boon Yew, Loo Cheng Guan, Ng Bie Tjin and Koh Wee Seng as directors of the company with effect from the date of the EGM.
Another meeting agenda includes an evaluation of the company's diversification and investment strategy to consolidate its business, the filing said. Among other things, the notice stated that the company shall not carry out any diversification beyond its businesses as at Dec 10, until such time that a complete feasibility study of any proposed diversification be carried out, and that directors take all necessary steps to put into effect the matters set out in the requisition in the best interest of the company, its shareholders and stakeholders.
This comes as Datapulse acquired Wayco Manufacturing for a cash consideration of S$3.5 million earlier this month, and entered into an entirely new business of manufacturing hair care, cosmetics and other homecare chemical products through the acquisition.
Responding to SGX's queries on this deal, Datapulse on Thursday said that it did not conduct due diligence on Wayco Manufacturing prior to the acquisition as its chief executive officer (CEO), Mr Kee, was a former general manager of the vendor, Way Company, and is "familiar with the business and operations of the target company".
It added that under a supplemental agreement entered into on Dec 15, the firm has a right to require the vendor to buy back the target company during the buyback period, if there are any material adverse events affecting the assets or liabilities of Wayco Manufacturing. The buyback period stands at one year from the date of the completed acquisition.
In considering the vendor's ability to fulfil its obligation in the event of a buyback situation, Datapulse said that it has weighed in that the vendor is a company incorporated in Singapore with a sizable share capital; and is a "profitable company" to the board's knowledge.
When asked by the SGX why the firm did not appoint its own independent valuer for the acquisition, Datapulse replied that the vendor had agreed to bear the costs of valuation of the properties and that the company was "satisfied with the credentials of the two independent valuers chosen by the vendor".
In mid-November, it was revealed that Datapulse's co-founder and majority owner, who is also the CEO and executive deputy chairman, Ng Cheow Chye, had sold his entire block of shares for nearly S$27 million or some 55 Singapore cents apiece. Notably, the sale was done at a 52.8 per cent premium over the closing stock price of 36 Singapore cents on Nov 9 - one day before the sale agreement.
On Nov 23, the buyer's identity was made clear; in a filing, it was disclosed that Ng Siew Hong acquired a 29 per cent interest in Datapulse for nearly S$35 million or 55 Singapore cents apiece on Nov 22 via an off market transaction - about a 28 per cent premium over its stock price then.
On Dec 10, Datapulse's three independent directors, two of whom have served the board since 1994 and 1999, resigned citing change of controlling shareholder. The following day, the company called for a trading halt pending the announcement of a board revamp. This included the resignation of two other long-standing executive directors, Si Yok Fong, and Mr Ng Cheow Chye's brother, Ng Cheow Leng, citing change of shareholder and "board renewal".
As part of the board revamp, Datapulse announced the appointment of a new CEO and executive director Mr Kee, who has no prior experience as a director of a public-listed firm, along with three new independent directors. These are the four people that the requisition members are attempting to oust from Datapulse's board.
Earlier this year, Datapulse had also scrapped an option to buy an industrial property located in Toa Payoh for S$10.5 million which was originally meant as "replacement space" for the group's manufacturing activities, as Datapulse has sold its existing property for S$53.5 million. The option to buy the Toa Payoh property was terminated as Datapulse's application for the change of use of the property was rejected by the National Environment Agency.
In a separate SGX filing, the company said that it is "currently verifying the shareholding of the requisitioning members, as well as seeking legal advice on the validity of their request for convening of the EGM to pass the aforesaid resolutions". It added that the board will provide further updates for shareholders when there are material developments on the matter.
As at 11.43am on Thursday, shares of Datapulse were up 10.71 per cent, or S$0.03 to S$0.310 a share. Some 1.8 million shares changed hands.

Price link: http://www.shareinvestor.com/fundamental/factsheet.html?counter=BKW.SI

 

[Perisher]

This counter very drama... wonder if anyone attending the egm.

 

[Seah.tt]

lets go watch!

 

[Jupiter2017]

http://www.businesstimes.com.sg/com...end-book-s446m-gain-from-disposal-of-tai-seng
Datapulse to pay special 1 cent dividend, book S$44.6m gain from disposal of Tai Seng factory
Wed, Jan 24, 2018 - 8:50 AM Rachel Mui rachmui@sph.com.sg

MAINBOARD-listed Datapulse Technology said on Wednesday it is proposing to give out a special cash dividend of 1 Singapore cent per share from the disposal of its Tai Seng factory, which will result in a gain of approximately S$44.6 million.
The sale of the property at 15A Tai Seng Drive is expected to complete on Jan 31. Its sale comes as the firm is seeking to diversify its business to include multi-industry investments.
The data media storage maker said it is expecting to receive net sale proceeds of about S$52.9 million from the disposal, before the payment of the proposed special dividend.
The dividend payment however, is subject to final completion of the disposal and full regulatory approvals, as well as shareholders' approval at an extraordinary general meeting (EGM) to be convened, the company said.
According to Datapulse, the Tai Seng property has a 30-year lease tenure beginning Aug 16, 1993, with a further term of 30 years, and a gross floor area of about 15,174 sqm. The firm had used it to manufacture optical media products such as CDs, DVDs and Blu-Ray discs for its existing media storage business.
It added that it is currently in the midst of searching for alternative premises to relocate to and carry on its manufacturing activities, but has not found any suitable location as at Jan 24.
Datapulse also said that its change in business direction is being led by a new substantial shareholder, Ng Siew Hong. On Nov 22 last year, Ms Ng had completed the purchase of 63.53 million shares, representing about 29 per cent of the company's total issued share capital from former executive director Ng Cheow Chye. The two are not related.
The sale of the Tai Seng factory was approved by shareholders at an EGM in September last year before control of the company changed hands, as part of a planned relocation.
Earlier this month, Datapulse also said that it would call two EGMs by Feb 26, following a move by the family of former Datapulse chairman and co-founder to replace four directors on the company's board and re-evaluate the firm's diversification strategy.
The firm had in December received a requisition notice to convene an EGM from Ng Bie Tjin, the daughter of Datapulse's co-founder Ng Khim Guan, and Uniseraya Holdings. They have a combined stake of about 16 per cent in the company.

price link: http://www.shareinvestor.com/fundamental/factsheet.html?counter=BKW.SI

 

[AscapiaCapital]

Minority shareholders demand answers

There has been a lot of change in the past few weeks and you probably have a lot of questions on your mind. While we do not profess to have all the answers, we believe that there is enough information in the public domain for us to make a thoughtful assessment of the situation.

On 22 November 2017, Ng Siew Hong purchased a 29% stake from Ng Cheow Chye and other shareholders at 55 cents per share, a substantial premium to the market price and net tangible assets of the company. Under the Singapore Takeover Code, Ng Siew Hong was not required to make that same offer to other shareholders, and consequently, minority shareholders were not given an opportunity to exit.

Although she is not technically a controlling shareholder in the company, the fragmented nature of the company’s shareholder base allows her to have de facto control over the company. In fact, at the company’s previous Annual General Meeting held on 9 November 2017, only ~60 million shares showed up to vote out of 219 million total shares outstanding .

Who is Ng Siew Hong? According the Institute of Chartered Accountants, Ng Siew Hong is an executive at S. H. Ng & Co, a sole proprietorship that provides accounting and auditing services . She is also a shareholder and director of a private company involved in real estate, Anone Investment Pte Ltd. There is little information about her outside of the realm of accounting. Like us, you may be wondering: why would a career accountant make such a significant investment in Datapulse Technology Limited? Why would she willingly pay such a substantial premium? What is she trying to do? What are her incentives?

The actions of the Board since Ng Siew Hong’s takeover provide some clues to our questions. The Board was appointed on 11 December 2017. Within six days and without conducting a thorough diligence process, the Board approved a $3.5 million acquisition of Wayco Manufacturing Sdn Bhd from an individual named Ang Kong Meng. Wayco Manufacturing Sdn Bhd earned $41,665 and $106,404 in 2016 and 2017 , and Datapulse shareholders paid a multiple of 84.0x and 32.9x respectively for the acquisition. More alarmingly, the company predominantly has one customer , Way Company. In other words, the Board approved an acquisition of a company from a Vendor who also happens to be the company’s primary customer. What competent Board would have the audacity to approve such a ridiculous transaction? Way Company, coincidentally, also happens to be solely-owned by Ang Kong Meng . Shareholder’s should be asking – is this all really just a coincidence?

Who is Ang Kong Meng? Ang Kong Meng is a certified public accountant that in 1980, founded a public accounting firm known as Ang & Co. We believe that Ang Kong Meng has a pre-existing relationship with Ng Siew Hong. Ang Kong Meng and Ng Siew Hong are the only two shareholders of a private company, Anone Investment Pte Ltd . Furthermore, Ang Kong Meng owns a company whose name, S. H. Ng Management Services Pte Ltd , seems to reference Ng Siew Hong. Our primary research suggests that Ng Siew Hong may have likely been employed by Ang Kong Meng at some point in the past.

Ang Kong Meng also has ties with Kee Swee Ann, the individual that was appointed by the Board on 11 December, 2017 to serve as the CEO of Datapulse Technology Limited and supposedly further the interests of all shareholders. As a former general manager of Way Company, Kee Swee Ann was a former employee of Ang Kong Meng. Furthermore, he is looking to serve as an independent director of a company chaired by Ang Kong Meng in Hong Kong, HKE Holdings Limited . Kee Swee Ann is also a shareholder of Great Rich Pte Ltd, a company that is audited by Ang & Co.

Ang Kong Meng’s fingerprints are all over Datapulse Technology Limited. Is this purely a coincidence? We do not think so. In fact, we are shocked that this incompetent Board continues to pursue its abhorrent strategy as if minority shareholders are ignorant. As recently as 8 January, 2018, the Board announced that it would like to propose a diversification plan into industries such as hair care products, household cleaning, and maintenance chemicals? Of all the industries in the world, why did Board specify these businesses? Are Ang Kong Meng’s other companies involved in hair care products, household cleaning, and maintenance chemicals? Should shareholders expect another acquisition of a company related to Ang Kong Meng, including but not limited to Y C T Holding Pte Ltd, Klaven Chemicals Pte Ltd, Dalen Marketing Pte Ltd, Advanz Data Solutions Pte Ltd, New Lenn International Pte Ltd, Multibrand Distributors Pte Ltd, Klaven Pte Ltd, Asia Entrepreneur Holdings Pte Ltd, New Lenn International Pte Ltd, Klaven Pte Ltd, Ritzo Cosmestic Pte Ltd, AF Global Limited, Weiker Enterprise Pte Ltd, Lion Asiapac Limited, Hiap Yew Electrical Pte Ltd, Glorin Pharma Cosmetic Pte Ltd, Casement Plastic Sdn Bhd, Superior Multi-Packaging Limited, CPH Ltd, or Klaven Laboratory Sdn Bhd? Does the Board intend to continue making acquisitions similar to that of Wayco Manufacturing? Of all the public and private assets available in the world, why does the Board have to choose an asset so closely linked to the company’s largest shareholder? Does the Board have a proven strategy and process to find and manage the best acquisition available for Datapulse Technology Limited and its shareholders? Does the Board have the ability or experience to make good investment decisions?

We would like to take this opportunity to remind Low Beng Tin, Kee Swee Ann, Thomas Ng Der Sian, and Rainer Teo Jia Kai (e.g., the Board of Datapulse Technology Limited) that as the Board of a publicly-listed company in Singapore, they are responsible and owe a fiduciary duty to all shareholders . If they continue pursuing acquisitions such as Wayco Manufacturing Sdn Bhd, there is no doubt in our mind that they will destroy shareholder value immensely. Who, I wonder, would benefit from such acquisitions? Regardless of whatever premium Ng Siew Hong paid for her stake in Datapulse Technology Limited, we believe it is the Board’s duty to exercise their best judgement for the benefit of all shareholders and not just serve as a puppet for the company’s largest shareholder and her allies. If for whatever reason, the Board has made improper use of its position to cause detriment to the company or gain advantage for any other person , or spoken falsely in its disclosures , we believe that there will be severe consequences.

(savedatapulse.com)

 

[Jupiter2017]

http://www.businesstimes.com.sg/com...oints-ernst-young-to-review-wayco-acquisition
Datapulse appoints Ernst & Young to review Wayco acquisition
Thu, Jan 25, 2018 - 6:08 PM Annabeth Leow leowhma@sph.com.sg

DATAPULSE Technology on Thursday commissioned a strategic review of the Malaysian factory at the heart of a contentious shareholder tussle, it said that same day.
It has appointed Ernst & Young Solutions LLP (EY) to advise it on the options available for the sales and distribution capabilities of a personal care product manufacturer that the company acquired in December 2017.
Datapulse's S$3.5 million purchase of Wayco Manufacturing (M) Sdn Bhd marked a move into a brand new business for the digital media storage maker.
But the deal also prompted a query from the Singapore Exchange - to which Datapulse replied, in an eight-page statement, that it did not conduct proper due diligence on the deal because the new CEO was a former employee of the target company and familiar with the business.
The board of directors said in its latest announcement that Datapulse intends to continue to sell Wayco's products to, and keep working with, vendor Way Company and the related Wayco Trading - "to ensure business continuity".
The board added that it also intends to review and evaluate the options available for Wayco to develop its sales and distribution capabilities in the mid to long term.
This would include whether Wayco might independently develop sales and distribution channels on its own, or to take over existing channels through an acquisition of Way Company and/or Wayco Trading.
As part of the strategic review, EY will hold a desktop market assessment of the Wayco business in Malaysia and Singapore, and, if relevant, the business of Way Company and Wayco Trading.
EY will also carry out a benchmarking analysis and a scenario analysis of the company's strategic options, said the Datapulse board.
The family of the Datapulse co-founder Ng Khim Guan has called for both a halt to diversification and the ouster of the newly appointed board that had rubberstamped the move.
Mr Ng's daughter, Ng Bie Tjin, and the family investment vehicle, Uniseraya Holdings, have a combined stake of 16 per cent in Datapulse and have requisitioned an extraordinary general meeting to put the issue to the vote before minority shareholders.
The board has since said that it will call two such meetings by Feb 26 - one to vote on the board change, and the other to vote on the diversification.
Datapulse closed down by 0.5 Singapore cent, or 1.39 per cent, at S$0.355, before the latest announcement.

price link: http://www.shareinvestor.com/fundamental/factsheet.html?counter=BKW.SI

 

[Seah.tt]

There has been a lot of change in the past few weeks and you probably have a lot of questions on your mind. While we do not profess to have all the answers, we believe that there is enough information in the public domain for us to make a thoughtful assessment of the situation.

On 22 November 2017, Ng Siew Hong purchased a 29% stake from Ng Cheow Chye and other shareholders at 55 cents per share, a substantial premium to the market price and net tangible assets of the company. Under the Singapore Takeover Code, Ng Siew Hong was not required to make that same offer to other shareholders, and consequently, minority shareholders were not given an opportunity to exit.

Although she is not technically a controlling shareholder in the company, the fragmented nature of the company’s shareholder base allows her to have de facto control over the company. In fact, at the company’s previous Annual General Meeting held on 9 November 2017, only ~60 million shares showed up to vote out of 219 million total shares outstanding .

Who is Ng Siew Hong? According the Institute of Chartered Accountants, Ng Siew Hong is an executive at S. H. Ng & Co, a sole proprietorship that provides accounting and auditing services . She is also a shareholder and director of a private company involved in real estate, Anone Investment Pte Ltd. There is little information about her outside of the realm of accounting. Like us, you may be wondering: why would a career accountant make such a significant investment in Datapulse Technology Limited? Why would she willingly pay such a substantial premium? What is she trying to do? What are her incentives?

The actions of the Board since Ng Siew Hong’s takeover provide some clues to our questions. The Board was appointed on 11 December 2017. Within six days and without conducting a thorough diligence process, the Board approved a $3.5 million acquisition of Wayco Manufacturing Sdn Bhd from an individual named Ang Kong Meng. Wayco Manufacturing Sdn Bhd earned $41,665 and $106,404 in 2016 and 2017 , and Datapulse shareholders paid a multiple of 84.0x and 32.9x respectively for the acquisition. More alarmingly, the company predominantly has one customer , Way Company. In other words, the Board approved an acquisition of a company from a Vendor who also happens to be the company’s primary customer. What competent Board would have the audacity to approve such a ridiculous transaction? Way Company, coincidentally, also happens to be solely-owned by Ang Kong Meng . Shareholder’s should be asking – is this all really just a coincidence?

Who is Ang Kong Meng? Ang Kong Meng is a certified public accountant that in 1980, founded a public accounting firm known as Ang & Co. We believe that Ang Kong Meng has a pre-existing relationship with Ng Siew Hong. Ang Kong Meng and Ng Siew Hong are the only two shareholders of a private company, Anone Investment Pte Ltd . Furthermore, Ang Kong Meng owns a company whose name, S. H. Ng Management Services Pte Ltd , seems to reference Ng Siew Hong. Our primary research suggests that Ng Siew Hong may have likely been employed by Ang Kong Meng at some point in the past.

Ang Kong Meng also has ties with Kee Swee Ann, the individual that was appointed by the Board on 11 December, 2017 to serve as the CEO of Datapulse Technology Limited and supposedly further the interests of all shareholders. As a former general manager of Way Company, Kee Swee Ann was a former employee of Ang Kong Meng. Furthermore, he is looking to serve as an independent director of a company chaired by Ang Kong Meng in Hong Kong, HKE Holdings Limited . Kee Swee Ann is also a shareholder of Great Rich Pte Ltd, a company that is audited by Ang & Co.

Ang Kong Meng’s fingerprints are all over Datapulse Technology Limited. Is this purely a coincidence? We do not think so. In fact, we are shocked that this incompetent Board continues to pursue its abhorrent strategy as if minority shareholders are ignorant. As recently as 8 January, 2018, the Board announced that it would like to propose a diversification plan into industries such as hair care products, household cleaning, and maintenance chemicals? Of all the industries in the world, why did Board specify these businesses? Are Ang Kong Meng’s other companies involved in hair care products, household cleaning, and maintenance chemicals? Should shareholders expect another acquisition of a company related to Ang Kong Meng, including but not limited to Y C T Holding Pte Ltd, Klaven Chemicals Pte Ltd, Dalen Marketing Pte Ltd, Advanz Data Solutions Pte Ltd, New Lenn International Pte Ltd, Multibrand Distributors Pte Ltd, Klaven Pte Ltd, Asia Entrepreneur Holdings Pte Ltd, New Lenn International Pte Ltd, Klaven Pte Ltd, Ritzo Cosmestic Pte Ltd, AF Global Limited, Weiker Enterprise Pte Ltd, Lion Asiapac Limited, Hiap Yew Electrical Pte Ltd, Glorin Pharma Cosmetic Pte Ltd, Casement Plastic Sdn Bhd, Superior Multi-Packaging Limited, CPH Ltd, or Klaven Laboratory Sdn Bhd? Does the Board intend to continue making acquisitions similar to that of Wayco Manufacturing? Of all the public and private assets available in the world, why does the Board have to choose an asset so closely linked to the company’s largest shareholder? Does the Board have a proven strategy and process to find and manage the best acquisition available for Datapulse Technology Limited and its shareholders? Does the Board have the ability or experience to make good investment decisions?

We would like to take this opportunity to remind Low Beng Tin, Kee Swee Ann, Thomas Ng Der Sian, and Rainer Teo Jia Kai (e.g., the Board of Datapulse Technology Limited) that as the Board of a publicly-listed company in Singapore, they are responsible and owe a fiduciary duty to all shareholders . If they continue pursuing acquisitions such as Wayco Manufacturing Sdn Bhd, there is no doubt in our mind that they will destroy shareholder value immensely. Who, I wonder, would benefit from such acquisitions? Regardless of whatever premium Ng Siew Hong paid for her stake in Datapulse Technology Limited, we believe it is the Board’s duty to exercise their best judgement for the benefit of all shareholders and not just serve as a puppet for the company’s largest shareholder and her allies. If for whatever reason, the Board has made improper use of its position to cause detriment to the company or gain advantage for any other person , or spoken falsely in its disclosures , we believe that there will be severe consequences.

(savedatapulse.com)

this is wanbao worthy news... someone pls forward to wanbao

 

[saucermancer]

Calling for any and all Datapulse minorty shareholders to join the Telegram group chat to vote against the current board.
You can join us at * https://t.me/joinchat/Dwsl2xClD8QoLYuP9VSqUQ on Telegram.
For updates on Facebook, please like * https://www.facebook.com/Datapulse-Technology-Forum-123427001795235/

 

[zuoom]

What they do with hair sie?

 

[Jupiter2017]

http://www.businesstimes.com.sg/com...ys-directors-were-in-touch-with-controversial
New Datapulse CEO quits; board says directors were in touch with controversial vendor two weeks before their appointment
Tue, Jan 30, 2018 - 8:06 PM Annabeth Leow leowhma@sph.com.sg

MAINBOARD-LISTED Datapulse Technology's chief executive, Kee Swee Ann, has quit with effect from Friday, barely a month into the job.
The news came on Tuesday with a separate announcement that addressed criticism over both Datapulse's acquisition of a Malaysian personal care product business, and the role of the recently appointed board.
The board said in an after-market notice on the Singapore Exchange website that it "did not act improperly" with regard to the purchase of Wayco Manufacturing in December 2017.
The S$3.5 million acquisition of the personal care and household product manufacturer has drawn ire from the family of Datapulse co-founder and former chairman, Ng Khim Guan.
Mr Ng's daughter, Ng Bie Tjin, has launched a bid through the family investment vehicle to halt the business diversification and throw out the board.
The board has now come out to say that its decision to buy Wayco was driven in part by the possibility that Datapulse might be deemed a cash company if it ceased to have any operating business after the sale of its disk drive manufacturing site in Tai Seng.
This could leave the company facing the possibility of a trading suspension and delisting.
Datapulse's previous leadership had set up the disposal of the site - a move that will go through on Wednesday - and the company will likely have to take a breather from its manufacturing operations, as it has not been able to secure an alternative site.
The board said that that it did not act with undue haste in the Wayco deal, and denied making the acquisition decision "without having done due diligence on the asset".
Datapulse had previously told the Singapore Exchange on Dec 28, 2017 that it "did not conduct extensive due diligence" on Wayco before the acquisition, as Mr Kee was a former Way Company staff member and "is familiar with the business and operations" at Wayco.
The share purchase agreement for the acquisition was signed on Dec 12 - just one day after the board was reconstituted in the wake of third-party Ng Siew Hong's arrival on the scene as controlling shareholder.
But the board said that its members had in fact already been introduced to vendor Way Company and given information about Wayco "about two weeks prior to their appointment to the board, so they did have sufficient opportunity to review and consider before deciding to undertake the transaction".
Given a buyback undertaking that would let Datapulse return Wayco to the vendor at the same price it paid, should material adverse events crop up, the board said that the company would in such a scenario generally be "in the same position it would have been in had it conducted prior due diligence, and decide not to complete due to unsatisfactory due diligence".
The board added that "there is nothing in the applicable laws or listing rules" that would have precluded the Wayco deal on the basis of pre-existing ties among Ms Ng, Mr Kee, or Ang Kong Meng, the owner of Way Company.
As one example, the board noted: "While Ms Ng and Mr Ang has (sic) certain past and current business relationships or ties, the board has taken steps to confirm that they are not 'associates' as defined under the listing rules."
The board acknowledged that Ms Ng had introduced the board to Mr Ang and Way Company, and had thought Wayco a suitable investment target for Datapulse.
But it said that "the board did not form its decision to make the acquisition (or the terms on which it was made) purely based on the direction" of Ms Ng.
It said that it had, instead, taken into consideration "the interests of the company and shareholders" and "is acting with the interests of the company and shareholders in mind, rather than the controlling shareholder or her allies".
The board put forward its position that buying either Wayco or any other companies owned by Way Company or Mr Ang "can and should be considered so long as, inter alia, such acquisition can be justified as an arms-length commercial transaction, is within the ambit of its business mandated by shareholders, and complies with relevant laws and listing rules".
It said that, to ensure that there are proper internal controls for using and safeguarding company assets, the Datapulse management has been told not to provide funding for Wayco until the business diversification has been approved by shareholders.
The "recent events surrounding the company" have taken their toll on the health of Mr Kee, 66, said the board, which cited a pre-existing medical condition that "has taken a turn for the worse".
But Mr Kee, who is also executive director, will remain a consultant to advise and assist Datapulse on Wayco-related matters, "for such period to be mutually agreed and pending further developments".
Chief financial officer Lee Kam Seng, 64, who also goes by "Michael", will serve as interim CEO and will be in charge of the company's finances, internal controls and corporate governance-related issues.
The board said that it will consider the appointment of a permanent CEO "once there is more clarity on the future business direction and strategy" of the company.
Datapulse closed up by half a Singapore cent, or 1.41 per cent, to S$0.36, before the announcement.

 

[Asphodeli]

Calling for any and all Datapulse minorty shareholders to join the Telegram group chat to vote against the current board.
You can join us at * https://t.me/joinchat/Dwsl2xClD8QoLYuP9VSqUQ on Telegram.
For updates on Facebook, please like * https://www.facebook.com/Datapulse-Technology-Forum-123427001795235/

pruss satu for info.

 

[ccostagmont]

Wtf is dis???
Why sgx no step in to investigate???

Sent from Xiaomi REDMI NOTE 3 using GAGT

 

[Kinetic88]

Wtf is dis???
Why sgx no step in to investigate???

Sent from Xiaomi REDMI NOTE 3 using GAGT

SGX does not interfering listed company internal fighting.

 

[ccostagmont]

SGX does not interfering listed company internal fighting.

does hkse or u.s.s&c conduct investigations?