Cordlife Group

[dreamybear]

The situation is not looking good.

Perhaps one learning point for OPMI is to apply a risk assessment matrix to the risks mentioned in IPO prospectus. Unfortunately, not all IPO prospectus are available, e.g. companies which have IPOed a long time ago. 

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https://links.sgx.com/FileOpen/CGL%20-%2...eID=792762
"...As at the date of this announcement, the Company has been informed by the following Directors and former Director, that they have attended interviews at the offices of the CAD and have been arrested in connection with the Investigations and released on bail:
(a) Dr Ho Choon Hou, Acting Chairman, Non-Independent Non-Executive Director
(b) Mr Yeo Hwee Tiong, Independent Director
© Mr Cheong Tuck Yan Titus Jim, Independent Director
(d) Mr Chow Wai Leong, Non-Independent Non-Executive Director
(e) Ms Tan Poh Lan, former Executive Director and Group Chief Executive Officer

The Company understands that the offence is in connection with potential breaches of the disclosure obligations of the Company in relation to the irregular temperatures of a certain cryogenic storage tank of the Company, which was first disclosed by the Company in its announcement dated 30 November 2023...."

------ IPO Prospectus pg36

"We are exposed to the risk of a deterioration or sudden dramatic decline in our reputation among our target customers due to failure in the performance of our cord blood banking facilities 

Our reputation among customers, the medical community and the media is extremely important to our success. Our future success depends on acknowledging and actively monitoring the concerns of our target customers, regulatory agencies, civil society groups and non-government organisations. Failure to take appropriate consideration of legitimate corporate responsibility issues in our day-to-day operations could have a material adverse impact on our reputation and business prospects. In addition, inadequacies in the management of our daily operations could also affect our reputation and business prospects. In particular: 

• We are required to maintain a certain level of cell viability and cord blood deposits in our cord blood banks are stored at below minus 150 degrees Celsius continuously in liquid nitrogen tanks. To the extent the storage environment of our cord blood deposits is disrupted or impaired due to any software, hardware or equipment failure, our target customers may lose confidence in our services..."

https://cordlife.listedcompany.com/prospectus.html

[weijian]

Hi dreamybear,

Why would it be "not looking good"?

Matter of fact, whether for vested or non-vested minorities, we should be glad to see swift investigation/enforcement on such white collar crimes. It will (dis)incentivize future (mis)behavior.

[dreamybear]

Hi weijian,

Er, I meant not looking good for the shareholders in the sense - what started out as an announcement by the company has now come to a CAD situation, and don't know what lies ahead.

Yes, it's good to see swift actions by the authorities.

*not vested*

[weijian]

Seems like a BOD fight in progress between 2 majority shareholders in regards to the future of the company (ie. appointment of the new CEO related to TransGlobal).

From AR22 shareholding statistics, both of them are pretty evenly matched at ~28-30%. Of course, there are still some other majority shareholders holding <10% which is going to sway the results. But I wonder if there is a chance for minorities to gain when 2 elephants are fighting? A MGO from 1 of them?

1. RECEIPT OF REQUISITION NOTICES

The board of directors (the "Board") of Cordlife Group Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that:

(a) it has on 14 March 2024 received a letter (the "First Requisition Notice") from Phillip Securities Pte Ltd ("Phillip Securities") as nominee for Nanjing Xinjiekou Department Store Co., Ltd. ("NJXJK") requesting the Board to convene an extraordinary general meeting of the Company ("EGM"); and

(b) it has on 18 March 2024 received a letter (the "Second Requisition Notice") from TransGlobal Real Estate Group, Ltd. ("TransGlobal") requesting the Board to convene an EGM.

https://links.sgx.com/FileOpen/CGL%20-%2...eID=792628

Dispute revealed in previous clarification of appointment of new CEO:
For the avoidance of doubt, as Mr Yiu Ming Yiu and Mr Chow Wai Leong are nominee directors of TransGlobal Real Estate Group Limited (a controlling shareholder of the Company) and Mr Yiu Ming Yiu is the brother of Mr Yiu, both Mr Yiu Ming Yiu and Mr Chow Wai Leong have abstained on the Board’s decision in relation to the appointment of Mr Yiu. In addition, Ms Chen Xiaoling and Mr Zhai Lingyun (“Mr Zhai”), both non-independent and non-executive directors of the Company, also expressed their reservations on the appointment of Mr Yiu as the GCEO as they had proposed that the Board conduct an executive search and appoint a GCEO with the requisite qualifications, expertise and experience in the medical field to lead the Company through the current crisis as well as to prepare for the future. As their proposal was not supported by the other directors, they abstained on the Board's decision to appoint Mr Yiu as GCEO.

TransGlobal's 2nd requisition notice has been rejected. And it seems like they have made the same mistake that the SGIC folks at Sabana REIT did.

From AR22 of Cordlife, top3 shareholders are below:

1 PHILLIP SECURITIES PTE LTD 82,830,732 32.36 
2 MAYBANK SECURITIES PTE. LTD. 52,169,200 20.38
3 RAFFLES NOMINEES (PTE) LIMITED 27,483,828 10.74

SECOND REQUISITION NOTICE

In relation to the Second Requisition Notice, the Company has obtained legal advice that the requisitions under the Second Requisition Notice are invalid as TransGlobal is not a "member" of the Company (as defined under the Companies Act) as at the date of the Second Requisition Notice, and accordingly, is not entitled to requisition an EGM of the Company under Section 176 of the Companies Act or to the circulation of resolutions under Section 183 of the Companies Act at the upcoming AGM. A copy of the Second Requisition Notice is enclosed in the Annex B to this announcement.

https://links.sgx.com/FileOpen/CGL%20-%2...eID=792934

[weijian]

TransGlobal's 2nd requisition notice has been rejected. And it seems like they have made the same mistake that the SGIC folks at Sabana REIT did.

From AR22 of Cordlife, top3 shareholders are below:

1 PHILLIP SECURITIES PTE LTD 82,830,732 32.36 
2 MAYBANK SECURITIES PTE. LTD. 52,169,200 20.38
3 RAFFLES NOMINEES (PTE) LIMITED 27,483,828 10.74

SECOND REQUISITION NOTICE

In relation to the Second Requisition Notice, the Company has obtained legal advice that the requisitions under the Second Requisition Notice are invalid as TransGlobal is not a "member" of the Company (as defined under the Companies Act) as at the date of the Second Requisition Notice, and accordingly, is not entitled to requisition an EGM of the Company under Section 176 of the Companies Act or to the circulation of resolutions under Section 183 of the Companies Act at the upcoming AGM. A copy of the Second Requisition Notice is enclosed in the Annex B to this announcement.

https://links.sgx.com/FileOpen/CGL%20-%2...eID=792934

After submitting a 3rd requisition notice to correct the invalidity of the 2nd one, they did not correct another mistake below:

The Company wishes to update that "Shally Chen ( 敲 鯽 䨟 )" is not listed as a Director of the Company in the business profile of the Company as extracted from the Accounting and Corporate Regulatory Authority of Singapore on 27 March 2024. Accordingly, Ordinary Resolution 3 is not valid and will not be tabled to Shareholders for approval.

https://links.sgx.com/FileOpen/CGL%20-%2...eID=794550

From all the available notices (press releases and annual reports), the name should be "Ms Chen Xiaoling". Are these amateurish mistakes symbolic of what has gone wrong at Cordlife?

[weijian]

This is an interesting fund raise. Based on Cordlife balance sheet ending FY23:

- Zero borrowings with ~82mil cash/investments and 10mil of net receivables/payables. The cash is mainly coming from 73mil of customer prepayments (total contract liabilities), basically customers who paid upfront.
- On its balance sheet, it has recognized 62mil worth of contract assets - future billings for customers who pay in instalments. The company also recognizes a financing income from this, since customers are paying via instalments.

The company gets a float (upfront customer payments) like insurance firms and will be able to earn a return from the float, and the returns are further boosted in a high interest rate environment. On paper, the balance sheet looks robust since they are only waiving off future fees for ~20% of damaged cord blood units - paying back some of the contract liabilities (cash cost) and also derecognizing contract assets (non cash cost). Hence if the company is raising 8mil at "current depressed prices", it does signal some sign of desperate I suppose, even though the financiers came unsolicited. Or would this placement actually help to boost voting power for certain sides since there is an EGM fight in the horizon?

PROPOSED PLACEMENT OF UP TO 51,195,478 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.16 PER SHARE

Subscribers have agreed to subscribe for an aggregate of up to 51,195,478 new ordinary shares in the capital of the
Company ("Subscription Shares" and each a "Subscription Share") at an issue price of S$0.16 ("Issue Price") for an aggregate cash consideration of S$8,191,276 ("Aggregate Consideration") ("Proposed Subscription").

Each of CGE and Mr Ng had reached out to the Company in March and April 2024 respectively, separately expressing interest in subscribing for new shares in the Company.

https://links.sgx.com/FileOpen/CGL%20-%2...eID=796879

[Mushy]

I am vested in Cordlife only as a customer.

I say this as a customer, it just gets from bad to worse every stage. We have mentally written off our cordblood even though ours is supposed to be in the "unaffected" tanks, as of last update.

The latest is that police report had been made against some former employees for wrongdoing. I am not sure what this means. Previously it seems to be some mistakes or negligence by staff. Does wrongdoing means criminal offence might be involved?

[CY09]

Negligence of some severity is a crime in Singapore's Penal code (means its criminal)

[boonsong]

If anyone would like to discuss about the current Cordlife situation, please drop me a message.
I am a recent shareholder and is tabling a list of question to ask management before AGM

[dreamybear]

If anyone would like to discuss about the current Cordlife situation, please drop me a message.
I am a recent shareholder and is tabling a list of question to ask management before AGM

If you don't mind me asking, may I know what made you want to become a shareholder recently ? 

imho, the situation seems pretty complicated. Disclaimer of opinion also reminds me of my distressing experience in Best World. In any case, perhaps the following articles can help you generate some AGM questions. 

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The Cordlife saga – 3 questions affected families should ask | Singapore
https://www.withersworldwide.com/en-gb/i...-singapore

https://www.straitstimes.com/singapore/a...lood-units

https://www.businesstimes.com.sg/compani...financials