Cordlife's duelling major shareholders lay out separate plans to address issues after AGM
Source: The Straits Times
SINGAPORE - The two substantial shareholders in Cordlife's boardroom tussle on May 10 set out their separate plans to address the cord-blood bank's troubles after an upcoming May 14 annual general meeting (AGM).
Cordlife was responding to queries by the Singapore Exchange (SGX), which had asked what the resultant board would do to resolve the company's ongoing issues if the resolutions in the two shareholders' respective requisition notices are passed.
Substantial shareholder Nanjing Xinjiekou Department Store has filed resolutions to remove four directors: acting chairman Ho Choon Hou and independent directors Yeo Hwee Tiong, Titus Cheong and Joseph Wong. (Mr Wong has separately announced his departure from the board on May 14.)
Nanjing Xinjiekou also seeks to appoint three new directors: Dr Teo Tong Kooi, Dr Xu Tianhong and Mr Cai Yong to replace the three Singapore-based directors, Dr Ho, Mr Yeo and Mr Cheong.
Cordlife's other controlling shareholder, TransGlobal Real Estate Group, has requisitioned to remove one director, Mr Zhai Lingyun, in a separate notice.
The boardroom dispute is playing out in the wake of Singapore's Ministry of Health (MOH) uncovering lapses in Cordlife's storage of cord blood samples. The ministry suspended the company from collecting or processing new cord blood for six months, starting in December 2023, as a result.
SGX, noting that the company has not explained how the resultant board will ensure continuity, and how it will work with the relevant authorities to resolve the current issues in its May 6 response, asked for clarity on how these will be ironed out.
In its response to SGX, Cordlife reported that, assuming all resolutions in Nanjing Xinjiekou's resolutions are carried at the upcoming AGM, the new board will comprise the following directors:
Mr Zhai Lingyun (non-independent, non-executive director);
Ms Chen Xiaoling (non-independent, non-executive director);
Mr Yiu Ming Yiu (non-independent, non-executive director),
Mr Chow Wai Leong (non-independent, non-executive director);
Dr Teo Tong Kooi (independent and non-executive director);
Dr Xu Tianhong (independent and non-executive director); and
Mr Cai Yong (independent and non-executive director).
Mr Zhai and Ms Chen, as directors nominated by Nanjing Xinjiekou, proposed to reconstitute the following committees of the resultant board: the audit and risk committee, the nominating committee, the remuneration committee and the committee of inquiry.
A proposal has also been made to make arrangements for existing director Ms Chen to remain in Singapore for at least the next few months to provide support and facilitate a smooth handover of board matters to the newly appointed directors.
Ms Chen and Dr Teo said they will work with the Singapore regulators, including SGX RegCo and MOH, as well as the cord-blood bank's customers, to address ongoing concerns in Singapore.
Among other recommendations on corporate governance, Nanjing Xinjiekou is also recommending the appointment of additional directors and a new group chief executive officer, as well as engagement with third-party professionals.
On the operational front, this substantial shareholder proposes to transfer its existing resources and manpower overseas, including the laboratory and technical experts from China, the United States and Hong Kong, to Cordlife.
"This is aimed at enhancing the technical processes and introducing industry best practices to Cordlife's operations, thereby giving further assurance to MOH and existing customers of Cordlife," it added.
Nanjing Xinjiekou holds around 20.3 per cent of Cordlife, according to Cordlife's 2023 annual report. Together with its affiliate, China Stem Cells (East) Company, it holds 30.2 per cent.
Cordlife told SGX that If only the resolutions in the TransGlobal's resolution notice are carried out at the AGM, the new board will comprise the following directors:
Ms Chen Xiaoling (non-independent, non-executive director);
Mr Yiu Ming Yiu (non-independent, non-executive director);
Mr Chow Wai Leong (non-independent, non-executive director);
Dr Ho Choon Hou (acting chairman and non-independent, non-executive director);
Mr Yeo Hwee Tiong (independent director); and
Mr Titus Jim Cheong Tuck Yan (independent director).
Dr Ho, Yeo and Mr Cheong, who are on Nanjing Xinjiekou's list of directors to be replaced, said that they are actively managing Cordlife's ongoing issues with "genuine concern and care for the company".
They stressed that it is important that they stay on because they know the issues raised by the lapses in the storage of cord-blood units, have been involved in the rectification, and are clear about what needs to be done to turn the company around, among other reasons.
They added that their being based in Singapore means they can tap the strong networks of relationships they have with relevant parties in the Republic.