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Darco appoints Zhang Zhenpeng as new CEO and executive director
DARCO Water Technologies has appointed Dr Zhang Zhenpeng as an executive director and chief executive officer (CEO) of the company, with effect from Nov 2, it said in a bourse filing on Tuesday (Nov 1).
The water and wastewater treatment solutions company previously appointed Kong Chee Keong as its executive director and CEO on Sep 1 last year. Kong replaced Poh Kok Hong, who was terminated from his roles as an executive director and CEO of the company on Aug 30 last year.
Before joining Darco, Zhang was the CEO of Tianjin Ruiyuan Business Management Partnership Enterprise in China till September this year. He previously worked in the Beijing Enterprises Clean Energy Group and the Beijing Enterprises Water Group in China, as well as in the latter&rsquo s international headquarters located in Singapore. He holds a PhD from the Nanyang Technological University.
He is also currently non-executive director in six firms in China: BE Qingdian New Energy Co Lushang-BE Clean Energy Co Xizang BE Clean Energy Technological Development Co Laizhou BE Energy Investment Co Laizhou BE New Energy Development Co and Qingdao Fuhuan Asset Management Co.
Zhang will be responsible for the &ldquo general management, overall strategic planning, new business development and regional expansion&rdquo of the group, Darco said.
Again Chinaman Monkey business. Start all over again.....
Darco settles dispute with former deputy chairman, to receive S$1m ex gratia payment
DARCO Water Technologies is to receive an ex gratia payment of S$1 million from its former non-executive deputy chairman Wang Zhi, following formal mediation of a dispute between both parties.
Wang is to make payment within 14 days of the settlement agreement on Jul 15, Darco said in a bourse filing on Monday (Jul 18).
Darco, a water and wastewater treatment solutions company, had earlier sought compensation of S$2 million after it rejected an investment proposal made by Wang on an alternative water treatment asset.
Wang, however, had taken the position that he was &ldquo not obliged&rdquo to pay the compensation sum.
To settle the dispute, both parties had agreed to formal mediation.
Under the terms of the settlement post-mediation, Darco must pay Wang a sum of S$1 million on top of any agreed consideration if it decides to acquire any water or environmental treatment asset owned by Wang in future.
Both parties have also agreed to bear their own legal costs and expenses.
Shares of Darco Water closed flat at S$0.14 on Friday before the announcement.
Wang is Darco&rsquo s single largest shareholder, according to the company&rsquo s latest annual report, with a stake of 45.1 per cent as at Mar 22.
He first emerged as a substantial shareholder in March 2018, following a placement of shares by Darco to Wang. Wang was appointed to Darco&rsquo s board the following month.
In its announcement at the time, Darco had described Wang as having 15 years&rsquo experience in the business of water and wastewater treatments, and water supply. He was also the majority owner of 4 build-operate-transfer or build-operate-own water supply and wastewater treatment plants, the company said.
As part of the placement agreement, Wang was to &ldquo procure the transfer to the company&rdquo of a water treatment asset or concession with an internal rate of return of not less than 12 per cent.
Should the board reject the proposed investment, or should Wang fail to complete the transaction, Wang was to pay a compensation sum of S$2 million.
In November 2018, Darco had proposed to buy a wastewater treatment plant from Wang. This investment was in September 2021 deemed unsuitable, and Wang had proposed an alternative asset. This, too, was pronounced unsuitable earlier this year.
Wang had stepped down from the board of Darco in April 2021.
High Court dismisses Darco Water' s claim against ex-CEO
THE Singapore High Court has dismissed a claim by Darco Water Technologies against its former chief executive Thye Kim Meng, in relation to 2 projects in Vietnam.
Darco Water had alleged that Thye had breached duties owed to the company in managing the 2 projects, and sought claims of US$1.6 million. However, Thye denied that he was in breach of his duties.
In a written judgment on Tuesday (Mar 8), Justice Hoo Sheau Peng dismissed Darco Water' s claims as she did not find any breaches of director' s duties by Thye.
Darco Water, which is listed on the Singapore Exchange mainboard, is involved in the business of water and waste-water treatment solutions. Thye, who founded Darco Water, was a director in the company from Oct 2001 to May 2019.
In 2017 and 2018, Thye - who was managing director and chief executive of Darco Water - had been interested in a water treatment project, and a solar generation business opportunity in Vietnam. A deposit and payments totalling US$1.6 million were made in relation to these projects.
However, neither project materialised, and the deposit and payments were not fully recovered by Darco Water as at the time of the trial.
Darco Water had alleged that Thye, as a director, owed a range of overlapping statutory, fiduciary and common-law duties to the company. It also alleged that Thye failed to take any steps to recover payments relating to the solar project, even though no due diligence was completed on the project, and a sale and purchase agreement was not entered into.
Darco Water sought a declaration that Thye had breached his fiduciary duties to the company and claimed losses amounting to US$1.6 million.
In his defence, Thye denied a breach of his duties and said it was his bona fide belief that the acquisition in relation to the water project would be for the benefit of Darco Water, and the entry into the framework agreement and payment of the deposit would further the company' s interest.
He added that the payments in relation to the solar project were also made in Darco Water' s commercial interest. Thye said that even if he were to be found in breach of his duties, he could be excused of liability as he acted honestly and reasonably.
Justice Hoo did not find any breach in director' s duties, and observed that commercial decisions made bona fide by directors may turn out to be poor loss-making ones for any number of reasons.
" This aptly captures the situation at hand," she wrote.
Justice Hoo noted that the plaintiff' s only 2 witnesses who worked on the projects were " not able to testify with any degree of conviction" that there was anything seriously wrong with Thye' s actions at the material time.
She also disagreed that Thye was required to recover payments in relation to the solar project, as evidence suggested that due diligence was conducted and nothing untoward was uncovered.
" There was therefore no basis for the defendant to recover the payments," she said.
She also noted that it was unclear why Thye - rather than Darco Water' s subsidiary, which was the contracting party to the agreement in Nov 2018 - would be expected to seek a refund of the payments.
" It appears to me that it is the board which has become aggrieved with the outcomes of the two projects," Justice Hoo wrote. " It is trite that the court is slow to interfere in commercial decisions which have been made honestly even if they turn out, on hindsight, to be financially detrimental."
The parties would need to provide their costs submissions to the court by letter within 2 weeks.
Darco shareholders reach ' amicable resolution' with deputy chairman
DARCO Water Technologies' minority shareholders have reached an " amicable resolution" with non-executive deputy chairman and controlling shareholder Wang Zhi regarding previous complaints made over various alleged wrongdoings.
The resolution comes as the minority shareholders had failed in their bid to sue Wang and Pek Thiam Keong on behalf of the company, after the High Court on Sept 14 dismissed their application for leave to commence statutory derivative proceedings against the individuals.
The shareholders - Sofos Infrastructure Investment Fund and Alexander Robert Stone - previously alleged that Wang had applied undue influence over the board of directors and raised complaints about alleged conflicts of interests and gratuitous payments relating to services provided by Qarah Consultancy.
They also complained about the circumstances relating to Wang' s alleged involvement in Darco' s proposed placement exercise in 2020 and the proposed transfer of his interests in a 30-year concession or water treatment plant in China.
Other allegations include Wang' s introduction of the Nambo waste management project in Bogor Regency and Depok City in Indonesia to Darco, the circumstances surrounding the mandatory conditional cash offer made by Wang on May 26, 2020, and his alleged involvement in the cessation of Tay Von Kian' s non-executive independent directorship in Darco.
Sofos and Stone now recognise that Wang has at all material times sought to act in the best interests of Darco, and that Darco stands to benefit from his positive contributions in the future, said Darco in a statement on Monday (Dec 20).
Darco Water: Won' t proceed with acquisition of Gaoyi Project
Darco Water Technologies has issued a notice of rejection to Wang Zhi over the Gaoyi Project, and it will not be proceeding with the proposed acquisition, the company said in a filing to SGX Thursday." In coming to this conclusion, the board has taken into account, among others, the inability to obtain certain critical information, documents and datapoints which the company requires to properly assess the suitability of the Gaoyi Project as an asset for the asset injection as well as the uncertainty in terms of the tariffs and capacity requirements that the local government would impose in the future," Darco Water said in the statement.
Darco Water said Wang must now offer the company an alternative water treatment asset for potential investment. In addition, the company and Wang will terminate the letter of intent on the deal, and Wang is expected to return the 6 million yuan deposit the company paid to him, Darco Water said.
The decision to reject the Gaoyi Project followed Singapore Exchange Regulation (SGX-RegCo) requiring Darco Water to submit a detailed report on the status of the investment.
In 2018, Darco Water Tech said it signed a non-binding letter of intent with Wang Zhi for a proposed investment in a build-operate-transfer Gaoyi Domestic Waste Water Treatment Project with a 30-year concession. Wang Zhi, who held his stake in the project via He Bei Kai Yuan Cheng He Water Engineering Co. (HKC), was to transfer his equity interest in the project to Darco.
Earlier this month, Darco Water said Binnies Singapore, which was appointed as an independent party to conduct due diligence in June, had only conducted the first of five stages of its evaluation.
Binnies had told Darco it had not been provided with document proof to show some of the conditions of the deal had been met, including completion of a plant upgrade verification of key assumption on plant-operating parameters and costs and procurement of approvals on concession rights and licenses from Chinese authorities to take over the plant.
In addition, Binnies had said it did not recommend proceeding further with subsequent stages of the due diligence work as none of the critical requirements for the deal had been met.
Darco shareholders' legal proceedings against deputy chairman fall through
A GROUP of minority shareholders of Darco Water Technologies have failed in their bid to sue two individuals on behalf of the company, after the High Court on Sept 14 dismissed their application for leave to commence statutory derivative proceedings against the individuals.
The court also ordered that the group pay legal costs to Darco.
The 10 shareholders, who hold a collective stake of 16.1 per cent in Darco, intended to pursue claims against director and deputy chairman Wang Zhi and Pek Thiam Keong over various alleged wrongdoings.
The shareholders alleged that the two individuals had breached director' s duties and/or fiduciary duties, and were involved in a conspiracy to injure the company through lawful and/or unlawful means.
They also intended to sue Mr Pek for alleged fraudulent and/or negligent and/or innocent misrepresentation, Darco disclosed on April 26 after being served an originating summons issued by the High Court.
The shareholders were also seeking for any legal costs incurred in the lawsuit to be borne by Darco. They had earlier urged the company to commence legal action against the two individuals.
Darco said on March 17 that it received a letter sent on behalf of the shareholders, who alleged various wrongdoings by the duo.
This included breaching their duties in transactions pertaining to payments for a consultancy agreement entered into by the company the undertaking by Mr Wang to procure the transfer of a water treatment asset or concession and the now-aborted acquisition of a majority stake in Panghegar Energy Indonesia in relation to a waste-to-energy project in West Java.
The complainants also said they would apply to the court to commence legal proceedings in the name of the company, if the board fails to take out legal action as called for within 14 days.
Darco Water Technologies awaiting outstanding documents from ex-deputy chairman for Gaoyi project
Darco Water Technologies on Friday said its board of directors is still assessing whether to proceed with its proposed investment in the Gaoyi domestic wastewater treatment project.In a filing to the Singapore Exchange, Darco said the company and its former non-executive deputy chairman Wang Zhi - who had in 2018 signed a non-binding letter of intent for the project - have until March 23, 2022 to determine if the company will proceed with its investment in either the Gaoyi project or any other alternative water treatment asset.
The group said it intends to use all the time available to assess whether the Gaoyi project or any other investment is feasible.
Darco said it is currently awaiting the provision of outstanding information from Mr Wang. Should this information be provided to the company and its board of directors by Sept 30, the company will be able to commence legal and further technical and economic due diligence to facilitate the acquisition of the Gaoyi project by March 2022.
In the event the information provided and due diligence investigations are satisfactory, and if the Gaoyi project meets the company' s investment criteria, Darco' s board of directors said it anticipates that it is likely to proceed with its investment in the Gaoyi project.
If the information is not provided or unsatisfactory, or if the project does not meet the company' s investment criteria, the board is then likely to issue a notice of rejection to Mr Wang. This will then trigger Mr Wang' s obligations under the supplemental agreement and supplemental deed to provide the alternative water treatment asset.
Darco also said it has formed a committee to liaise with Mr Wang and his team on the provision of the outstanding information.
The outstanding information includes certificates from the Environmental Protection Bureau and the Ministry of Housing & Urban Redevelopment that indicate the approval of commencement of commercial operation of the Gaoyi project, copies of receipts of monthly tariffs for the past 12 months, as well as historical financial and operational performance for the project since January 2020.
Shares of Darco closed unchanged on Friday at 18.6 Singapore cents.
Let in a smiling tiger years ago, and has been facing its aftermath eversince.
SGX RegCo issues notice of compliance to Darco for detailed report on Gaoyi project
Singapore Exchange regulators (SGX RegCo) on Friday ordered Darco Water Technologies to disclose a detailed report on the status of its proposed investment in the Gaoyi domestic waste water treatment project with input from its legal advisers by Sept 17.The company is to disclose details of the current ownership structure in the Gaoyi project, including those of former non-executive deputy chairman Wang Zhi, special purpose vehicle for the project Huize, He Bei Kai Yuan Cheng He Water Engineering Co (HKC) and Wo De Si Yuan Group Co (WDSY), as well as the relationships between these parties.
In 2018, the company had announced that it had signed a non-binding letter of intent with Mr Wang in respect of a proposed investment in the Gaoyi project, which holds a 30-year concession on a waste water treatment plant.
It was disclosed then that Mr Wang will transfer 100 per cent of his equity interest in the Gaoyi project to the group, which he held through HKC. Mr Wang was the controlling shareholder of HKC.
The company said that HKC had signed a cooperation agreement with WDSY, the Chinese company that had successfully won the project in an open tender from the Gaoyi County Government in December 2016.
SGX RegCo is ordering the company to disclose details of the water treatment asset that is supposed to be transferred to it, as well as the facts and circumstances surrounding the extension of deadline for the transfer of the Gaoyi project, including the board' s assessment and bases for the extension of the deadline.
In addition, SGX RegCo is requiring Darco to disclose details of legal recourse available to the company under the placement agreement and supplemental agree, including the recovery of the deposit of 6 million yuan and potential compensation sum of S$2 million from Mr Wang if the deed of undertaking is not fulfilled.
SGX RegCo is also seeking key findings and recommendations by Binnies, which was appointed as Darco' s independent third-party technical and economic due diligence consultant on June 3.
Darco is expected to provide details of key information, documents and data points requested for the due diligence that remain outstanding from Mr Wang and the deadline to provide such information.
In addition, SGX RegCo is seeking the board' s assessment of whether it will be proceeding with the proposed investment in the Gaoyi project, and any concerns that were highlighted to the board to reject the project and the key findings and recommendations by Binnies.
It is also seeking the board' s assessment of the timeline and information required for a definitive conclusion to be made on the Gaoyi Project in order for the company to secure the legal recourse.
Shares of Darco closed flat at 18.6 Singapore cents on Friday.
These are Chinese conman previously.
Darco Water Technologies appoints new CEO, effective Sept 1
DARCO Water Technologies Darco Water Tech: BLR 0% has appointed Kong Chee Keong as an executive director and chief executive officer (CEO) of the company, with effect from Sept 1, the company said in a bourse filing on Wednesday.
He will be replacing Poh Kok Hong, who was terminated from his roles as an executive director and CEO of the company from Aug 30. Mr Poh will stay on in the company until Feb 28 next year due to his notice period of six months.
In a separate bourse filing from Monday, Mr Poh noted that there were unresolved differences in opinions on material matters between him and the board of directors.
These include the Gaoyi project, which he said does not seem viable, the Nambo project, which he is " of the personal view that the reversal option should have been exercised earlier" , and the Wuhan Kaidi (WHKD) whistleblower report, which he said the company " could have acted with more decisive measures sooner" .
In the report, the whistleblower said the company' s executive chairman had instructed WHKD' s head of finance to modify certain key financial figures for its FY2019 financial statements, which in turn were submitted to a bank in China that had extended banking facilities to WHKD.
Mr Poh added that he has " reservations" regarding the recent appointment of the new executive director, who he did not name.
Mr Kong will step down as a member of the audit committee, the nominating committee and the remuneration committee following the appointment.
Shares of Darco Water Technologies closed flat at 18.6 Singapore cents on Tuesday.
Darco unable to commence legal due diligence on Gaoyi project, pending documents from ex-deputy chairman
DARCO Water Technologies has been unable to commence legal due diligence on its Gaoyi project, as it waits on additional documents from former non-executive deputy chairman, Wang Zhi.
In response to queries from the Singapore Exchange (SGX), the company on Monday said the due diligence process is still in progress and pending the receipt of additional information, documents and key datapoints requested from Mr Wang since May this year.
It has since commenced preliminary due diligence, noting that travel restrictions amid Covid-19 have made it " difficult" for relevant parties to undertake due diligence, especially in 2020.
Darco had, in April this year, came to know that the Gaoyi plant was ready and operational from Mr Wang' s legal counsel.
From around April 6, it commenced initial engagement with four technical consultants with a view to engage one of them to assist the company with technical due diligence on the Gaoyi Plant.
Binnies Singapore was appointed as Darco' s independent third party technical and economic due diligence consultant on June 3.
Darco said it had requested for Mr Wang to provide additional information, documents and datapoints since May 24, 2021.
But Mr Wang recently informed the company that he would " need to go on-site to obtain certain relevant information and documents, particularly, from the local authority" .
Therefore, Darco has not been able to commence " comprehensive and meaningful" legal due diligence.
It said it has instructed its legal advisors, Morgan Lewis Stamford LLC together with its affiliate firm in China, to be on standby to commence the legal due diligence as soon as the information has been provided.
Darco " hopes" to complete the acquisition of the Gaoyi project by the first quarter of 2022, subject to the outcome of the due diligence investigations being satisfactory and the project meeting the company' s investment criteria.
Mr Wang had retired as Darco' s non-executive deputy chairman and non-executive director earlier in April, following the company' s March 17 disclosure that it had received a letter from a group of shareholders urging the company to commence legal action against Mr Wang and another individual.
Mr Wang was appointed to the board in April 2018, and had, for some time, faced opposition from a group of shareholders, including founder Thye Kim Meng, who stepped down as chief executive in 2019.
Darco unable to commence legal due diligence on Gaoyi project, pending documents from ex-deputy chairman
Darco Water Technologies has been unable to commence legal due diligence on its Gaoyi project, as it waits on additional documents from former non-executive deputy chairman, Wang Zhi.In response to queries from the Singapore Exchange (SGX), the company on Monday said the due diligence process is still in progress and pending the receipt of additional information, documents and key datapoints requested from Mr Wang since May this year.
It has since commenced preliminary due diligence, noting that travel restrictions amid Covid-19 have made it " difficult" for relevant parties to undertake due diligence, especially in 2020.
Darco had, in April this year, came to know that the Gaoyi plant was ready and operational from Mr Wang' s legal counsel.
From around April 6, it commenced initial engagement with four technical consultants with a view to engage one of them to assist the company with technical due diligence on the Gaoyi Plant.
Binnies Singapore was appointed as Darco' s independent third party technical and economic due diligence consultant on June 3.
Darco said it had requested for Mr Wang to provide additional information, documents and datapoints since May 24, 2021.
But Mr Wang recently informed the company that he would " need to go on-site to obtain certain relevant information and documents, particularly, from the local authority" .
Therefore, Darco has not been able to commence " comprehensive and meaningful" legal due diligence.
It said it has instructed its legal advisors, Morgan Lewis Stamford LLC together with its affiliate firm in China, to be on standby to commence the legal due diligence as soon as the information has been provided.
Darco " hopes" to complete the acquisition of the Gaoyi project by the first quarter of 2022, subject to the outcome of the due diligence investigations being satisfactory and the project meeting the company' s investment criteria.
Mr Wang had retired as Darco' s non-executive deputy chairman and non-executive director earlier in April, following the company' s March 17 disclosure that it had received a letter from a group of shareholders urging the company to commence legal action against Mr Wang and another individual.
Mr Wang was appointed to the board in April 2018, and had, for some time, faced opposition from a group of shareholders, including founder Thye Kim Meng, who stepped down as chief executive in 2019.
Shares of Darco last traded at 18.6 Singapore cents on July 28.
Apparently you have no idea what is going in the management and major shareholders.
ThankYou ( Date: 15-Jul-2021 02:08) Posted:
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I don&rsquo t want to wait too Long, let it come tomorrow.
TA_Expert ( Date: 15-Jul-2021 02:06) Posted:
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You have to wait wait long long.
The managment is sucking the SH dry.
The managment is sucking the SH dry.
ThankYou ( Date: 15-Jul-2021 01:41) Posted:
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Hope to see it fly up tomorrow to 60 cents...
PhillipTan ( Date: 15-Jul-2021 01:27) Posted:
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Darco subsidiary signs MOU for project to turn food waste into commercially valuable products
Mainboard-listed Darco Water Technologies announced, on July 14, that it has entered into a memorandum of understanding (MOU) with Insect Feed Technologies and Republic Polytechnic, where the parties will jointly develop a fully automated food recycling solution to turn food waste into commercially valuable products.
The MOU was signed by Darco' s wholly-owned Singapore-based subsidiary PV Vacuum Engineering.
The MOU will leverage on PV Vacuum' s Pneumatic Waste Conveyance System as well as Insect Feed' s Hermetia Illucens, which is also known as black soldier' s fly technology.
Intellectual property rights of these technologies will be shared exclusively between both parties.
The project comes at a time when food waste accounts for one of the biggest wastes in Singapore, says the statement from Darco.
" We are pleased to make more headway with our Pneumatic Waste Conveyance System with this new collaboration. This MOU will allow us to work closely with Insect Feed and Republic Polytechnic to explore greater innovation from waste management to recycling for sustainability, while ensuring knowledge transfer to the next generation," says Poh Kok Hong, executive director and CEO of Darco.
Shares in Darco closed flat at 23.5 cents on July 14.
See...Chinaman control companies in Singapore cannot be trusted.