CIRCULAR DATED 15 JUNE 2021
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
This Circular is issued by MC Payment Limited (the "Company"). If you are in any doubt in relation to the contents of this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser, or other professional adviser immediately.
Unless otherwise stated, capitalised terms on this cover are defined in this Circular under the section entitled "DEFINITIONS".
This Circular, together with the Notice of EGM and the accompanying Proxy Form have been made available on SGXNet and the Company's website at https://investor.mcpayment.com/egm-2021/.A printed copy of this Circular, together with the Notice of EGM and the accompanying Proxy Form will NOT be despatched to Shareholders.
If you have sold or transferred all your Shares, you should immediately inform the purchaser or transferee, or the bank, stockbroker or agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee, that this Circular, together with the Notice of EGM and the accompanying Proxy Form, may be accessed via SGXNet and the Company's website at https://investor.mcpayment.com/egm-2021/.
This Circular has been prepared by the Company and its contents have been reviewed by the Sponsor in accordance with Rule 226(2)(b) of the Catalist Rules.
This Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made, or reports contained in this Circular.
The contact person for the Sponsor is Ms Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road #9-00 ASO Building, Singapore 048544, telephone (65) 6636 4201.
MC PAYMENT LIMITED
(formerly known as Artivision Technologies Ltd.)
(Incorporated in the Republic of Singapore) (Company Registration No. 200407031R)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
- THE PROPOSED APPOINTMENT OF MR. NG WENG SUI HARRY AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM THE DATE OF THE EGM;
- THE PROPOSED APPOINTMENT OF MR. SHAWN CHING WEI HUNG AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM THE DATE OF THE EGM;
- THE PROPOSED APPOINTMENT OF MR. CHEE KHENG HOCK, ROTHSCHILD AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM THE DATE OF THE EGM;
- THE PROPOSED APPOINTMENT OF MR. TAN CHEE KEONG AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM THE DATE OF THE EGM; AND
- THE PROPOSED APPOINTMENT OF MR. CHING CHIAT KWONG AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM THE DATE OF THE EGM.
IMPORTANT DATES AND TIMES | ||
Last date and time for lodgement of Proxy Form | : 27 June 2021 at 2.30 pm | |
Date and time of EGM | : | 30 June 2021 at 2.30 pm |
Place of EGM | : | The EGM will be held by way of electronic |
means |
2
CONTENTS
DEFINITIONS……………………………………………………………………………………………………4 | ||
LETTER TO SHAREHOLDERS | ||
1. | INTRODUCTION............................................................................................................................. | 8 |
2. | THE REQUISITION BY MR CHING ............................................................................................... | 8 |
2.1. Chronology of events leading up to the Requisition Notice................................................ | 8 |
2.2. Reasons given by Mr Ching for the Ordinary Resolutions, and comments by the Company
.......................................................................................................................................... 11
2.3. Information required to be provided on the Proposed Directors ...................................... | 18 | |
3. | EXTRAORDINARY GENERAL MEETING................................................................................... | 18 |
3.1. No physical attendance at EGM ....................................................................................... | 18 | |
3.2. No dispatch of printed copies of this Circular, Notice of EGM, and Proxy Form.............. | 19 | |
3.3. Alternative arrangements ................................................................................................. | 19 | |
3.4. When Depositor regarded as Shareholders ..................................................................... | 21 | |
4. | RESPONSIBILITY STATEMENT ................................................................................................. | 22 |
5. | INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ................................... | 22 |
6. | ABSTENTION FROM VOTING .................................................................................................... | 22 |
7. | DIRECTORS' RECOMMENDATION............................................................................................ | 22 |
8. | DOCUMENTS AVAILABLE FOR INSPECTION.......................................................................... | 22 |
APPENDIX A - NOTICE OF EGM & PROXY FORM….……………………………………………………25 | ||
APPENDIX B - REQUISITION NOTICE……………..….…………..………………………………………33 | ||
APPENDIX C - LETTERS ISSUED BY MR CHING CHIAT KWONG DATED 29 APRIL 2021 AND | ||
WONGPARTNERSHIP LLP DATED 3 MAY 2021….….………………………….………………………44 | ||
APPENDIX D - RESUMES OF THE EXISTING DIRECTORS OF THE COMPANY……………………47 | ||
APPENDIX E - APPENDIX 7F OF MR SHAWN CHING WEI HUNG AND MR NG WENG SUI HARRY | ||
INCLUDED IN THE COMPANY'S ANNUAL REPORT FOR FINANCIAL PERIOD ENDED 31 | ||
DECEMBER 2020………………………………………………….…………………..………………………51 |
DEFINITIONS
In this Circular, the following definitions apply throughout unless otherwise stated or the context otherwise requires:
"%" or "per cent" | : Percentage or per centum | ||
"AGM" | : The Company's annual general meeting held on 28 April | ||
2021 at 10.00 am | |||
"April 2017 Bond" | : The Bonds issued to Mr Tang pursuant to a subscription | ||
agreement dated 5 April 2017 in aggregate principal | |||
amount of S$2.0 million | |||
"Artivision" | : Artivision Technologies Ltd, the name of the Company | ||
before it was changed to "MC Payment Limited" on 18 | |||
February 2021 at the conclusion of the RTO | |||
"Associates" | : As defined in the Catalist Rules: | ||
(a) in relation to any director, chief executive officer, | |||
substantial shareholder or controlling shareholder | |||
(being an individual) means: | |||
(i) | his immediate family; | ||
(ii) | the trustees of any trust of which he or his | ||
immediate family is a beneficiary or, in the | |||
case of a discretionary trust, is a | |||
discretionary object; and | |||
(iii) any company in which he or his immediate | |||
family (whether directly or indirectly) have | |||
an interest of 30.0% or more; and | |||
(b) in relation to a substantial shareholder or | |||
controlling shareholder (being a company) means | |||
any other company which is its subsidiary or | |||
holding company or is a subsidiary of such holding | |||
company or one in the equity of which it and/ or | |||
such other company or companies taken together | |||
(directly or indirectly) have an interest of 30.0% or | |||
more | |||
"Catalist Rules" | : SGX-ST Listing Manual Section B: Rules of Catalist | ||
"CDP" | : The Central Depository (Pte) Limited | ||
"Companies Act" | : Companies Act, Chapter 50 of Singapore | ||
"Company" | : | MC Payment Limited, formerly known as Artivision | |
Technologies Ltd before the name change on 18 | |||
February 2021 at the conclusion of the RTO | |||
"Constitution" | : The Constitution of the Company | ||
"COVID-19 Act" | : | The COVID-19 (Temporary Measures) Act 2020, as | |
amended, modified or supplemented from time to time, | |||
passed by Parliament on 7 April 2020 which, inter alia, | |||
4 |
enables the Minister for Law by order to prescribe | |
alternative arrangements for listed companies in | |
Singapore to conduct general meetings, either wholly or | |
partly, by electronic communication, video conferencing, | |
tele-conferencing or other electronic means | |
"COVID-19 Order" | : The COVID-19 (Temporary Measures) (Alternative |
Arrangements for Meetings for Companies, Variable | |
Capital Companies, Business Trusts, Unit Trusts and | |
Debenture Holders) Order 2020, as amended, modified | |
or supplemented from time to time, which was gazetted | |
on 13 April 2020 and deemed to have come into | |
operation on 27 March 2020, and which sets out the | |
alternative arrangements in respect of, inter alia, the | |
general meetings of companies | |
"December 2016 Bonds" | : The Bonds issued to Mr Low and Mr Tee pursuant to two |
(2) subscription agreements dated 27 December 2016 in | |
aggregate principal amount of S$4.9 million | |
"Depositor" | : Has the meaning ascribed to it in Section 81SF of the |
SFA, being an account holder or a depository agent but | |
does not include a sub-account holder | |
"Depository Register" | : Has the meaning ascribed to it in Section 81SF of the |
SFA, being a register maintained by CDP or any other | |
approved depository company or corporation under the | |
Companies Act in respect of book-entry securities | |
"Directors" or the "Board" | : The directors or the Board of the Company, where and |
as applicable | |
"EGM" | : The extraordinary general meeting of the Company to be |
held by way of electronic means on Wednesday, 30 June | |
2021 at 2.30 pm | |
"FP 2020" | : Financial period between 1 April 2020 and 31 December |
2020 | |
"Group" | : The Company and its subsidiaries. |
"Latest Practicable Date" | : 11 June 2021, being the latest practicable date prior to |
the date of issue of this Circular | |
"MCP" | : Mobile Credit Payment Pte. Ltd. |
"Notice of EGM" | : The notice of EGM issued by the Company on 28 May |
2021, a copy of which is enclosed with this Circular at | |
Appendix A of this Circular at pages 25 to 29 | |
"Ordinary Resolutions" | : The ordinary resolutions set out in the Requisition Notice |
and reproduced in paragraph 2.1.5 of this Circular | |
"Previous Board" | : The Board of Artivision during FP 2020, comprising Mr |
Ng Weng Sui Harry (Non-Executive Chairman and Lead | |
Independent Director) and Mr Kesavan Nair | |
(Independent Director) | |
"Proposed Directors" | : The proposed directors set out in the Requisition Notice, |
namely, Mr Ng Weng Sui Harry, Mr Shawn Ching Wei | |
5 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
MC Payment Ltd. published this content on 30 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2021 13:40:06 UTC.