M3 Tech claims two substantial shareholders short of 10% stake to convene EGM to remove directors

TheEdge Fri, May 07, 2021 10:46pm - 2 years View Original


KUALA LUMPUR (May 7): M3 Technologies (Asia) Bhd (M3 Tech) has declared that the notice of extraordinary general meeting (EGM) to remove four directors and to terminate the employees share option scheme (ESOS) is null and void.

The statement was made on the ground that the two shareholders, namely Lim Seng Boon and Voon Sze Lin, who want to convey an EGM do not have a combined shareholding of 10%.

In a filing with Bursa Malaysia, M3 Tech claimed that it had verified its official records and confirmed that both Lim and Voon “are not members of the company for at least 10% of its paid up capital”.

“In the same verification, the company had also discovered that Lim had misled the company over his shareholdings in the company by serving Section 138 notice to the company that contained false and/or misleading information,” it added.

As such, the company had appointed Messrs Chong + Kheng Hoe, and had today filed an originating summons and application for injunction against Lim and Voon for, amongst others, a declaration that the notice is null and void, and also damages, said M3 Tech in the filing.

However, the earlier filing showed that the duo had a combined shareholding of 13.5% with Lim holding a 7.4% stake and Voon a 6.14% stake.

To recap, Lim, who stepped down from the group's managing director post three months ago, together with Voon had requested to convene an EGM to remove four directors and to appoint four others to the board last month.

The two want to remove executive chairman Mark Chew Shin Yong, non-independent and non-executive directors Datuk Chai Woon Chen and Ng Kok Heng as well as executive director Nicholas Wong Yew Khid.

Meanwhile, Voon intends to take up the non-independent chairman post, and have three others — Yeoh Boon Hock, Shaifubahrim Mohd Saleh and Muhammad Zul Hanafi — as independent directors.

Furthermore, they are also calling for the termination of the ESOS announced on March 4. The ESOS entailed a total of 231.38 million share options — equivalent to close to 30% of the company's existing issued share capital of 773 million shares — at the exercise price of five sen to eligible employees.

In March, a group of seven shareholders rejected the proposal of private placement of up to 30% of the company’s issued share capital.

Should the share placement materialise, it would be the second one in less than 12 months. M3 Tech completed a private placement on Jan 18, placing out 128.54 million shares or 20% of its share base at the time.

The other substantial shareholders of M3 Tech are public-listed firm XOX Bhd holding 9.39%, DGB Networks Sdn Bhd (3.32%) and Choong Yean Yew (2.42%).

M3 Tech’s share price gained 0.5 sen to six sen today, valuing the company at RM46 million. There were 1.11 million shares traded.

Read also: https://www.theedgemarkets.com/article/m3-tech-shareholders-want-remove-...

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