Statement by Mr Lin Chuanjun and Ms Zhang Ping in response to SIAS’s Press Statement of 18 July 2018

1. “… shareholders met… to raise their serious concerns over the attempt by two new shareholders, Mr Lin Chuanjun, Mr Zhang Wen Jun, holding about 10.6% shares to remove the current board without stating the reasons for their action.“;
2. “Two other shareholders, who claim to be independent, Mr Lin and Zhang, were also restrained by the interim injunction.”
3. “Minority shareholders are seriously concerned and disturbed that the actions of the two requisitioners are against their interest and the interest of all stakeholders.”
4. “Further, none of the proposed directors have provided the company with any further biographical or background information.”
5. “More importantly, they have not provided, to date, any reason, which is legitimate or acceptable, to remove the current board. It is to be noted that the two requisitioners did not contact the board with any grievance nor with the reasons to remove the board.”;
6. “…it appears that Mr Lin, Mr Zhang and Mr Liu Ming may be acting in concert.”
7. “SIAS calls on all minority shareholders of Shanghai Turbo to vote against the proposed resolution to remove the current board as there appears no legitimate reason for doing so.”
8. “If the two requisitioners cannot provide sufficient reasons for the proposed removal, then the attempt to remove the current board is irresponsible and disruptive.”
9. “Boards must not be removed for no good reason at the whims and fancies of individuals even if they are the majority shareholders.”

1. Mr Lin, Mr Zhang Wen Jun (“Mr Zhang“), Mr Koh Wee Kiang (“Mr Koh“) and Mr Loh Kai Keong (“Mr Loh“) (collectively, “Proposed New Directors“) had, following discussions with us, issued a letter dated 19 July 2018 addressed to the shareholders of the Company (“Circular Response Letter“), setting out in detail our response to the Circular. The Circular Response Letter was sent to the Company, the Singapore Exchange Securities Trading Limited, and SIAS. Despite the Circular Response Letter containing material information relating to the requisition to replace the then Board of Directors (“Requisition“), the Company had refused to release an announcement disclosing the Circular Response Letter, despite our efforts urging them to do so.A copy of the Circular Response Letter is enclosed to this press statement.
2. More particularly, it was highlighted in the Circular Response Letter that we had furnished the detailed working experiences and qualifications of each of the Proposed New Directors to the Company’s solicitors as far back as 22 June 2018. We had also provided, for the Company’s adoption in the Circular, detailed write-ups of each of Mr Lin, Mr Zhang, Mr Koh and Mr Loh. However, for reasons unknown to us, the Company decided not to adopt any of these write-ups, but instead only provided descriptive write-ups on members of the incumbent board, and purely factual disclosures of each of Mr Lin, Mr Koh and Mr. Zhang, without including any of the information on their detailed working experiences and qualifications in the body of the Circular. We suspect that this was a deliberate attempt by the then incumbent board of directors to unfairly influence the shareholders to vote against the Requisition. As such, the assertion that “Further, none of the proposed directors have provided the company with any further biographical or background information.” in the Press Statement is wholly inaccurate and untrue.
3. We also wish to draw the reader’s attention to paragraph 3.2 of the Circular Response Letter, which sets out in detail the reasons and justifications for the replacement of the then board of directors with the Proposed New Directors. Our reasons and justifications for the Requisition had also been extensively set out in our reply affidavits filed in the legal proceedings in relation to the Company’s application for an injunction against us as far back as 12 February 2018. The assertions in the Press Statement that “It is to be noted that the two requisitioners did not contact the board with any grievance nor with the reasons to remove the board.”, and “If the two requisitioners cannot provide sufficient reasons for the proposed removal, then the attempt to remove the current board is irresponsible and disruptive.”, were therefore made without the benefit of this information, and directly contrary to the truth.Indeed, the assertion “Boards must not be removed for no good reason at the whims and fancies of individuals even if they are the majority shareholders” holds true, just as it is also true that, where there is good reason, shareholders must exercise their rights to remove an incumbent board to prevent the further deterioration of the Company, and to protect their own interests and investments.
4. Another inaccurate claim which is of much cause of concern to us is the assertion that we are acting in concert with Mr. Liu Ming. SIAS had not adduced any evidence whatsoever in making the statement “…it appears that Mr Lin, Mr Zhang (sic) and Mr Liu Ming may be acting in concert“. This is mere speculation, and we deny any allegations whatsoever that we are in any way acting in concert with Mr Liu Ming. Neither of us are personally acquainted with Mr Liu Ming, and no evidence has been adduced so far to support this allegation against us.
5. It is further stated in the Press Statement that “Two other shareholders, who claim to be independent, Mr Lin and Zhang, were also restrained by the interim injunction.” To set the record straight, it should be noted that the said injunction against us was granted on an ad-interim basis, pending the substantive hearing of the Company’s application for the injunction as the Court had given further timelines for reply affidavits to be filed. In other words, the Court had not made any decision on the merits of the Company’s application for the injunction. We also wish to highlight that the said injunction against us had been discharged or set aside by the Court as far back as 14 May 2018 and no appeal against the Court’s decision in this regard had been mounted by the Company. As such, this said injunction is not evidence of a group of persons “acting in concert”, and the Press Statement’s suggestion to this effect is misconceived and misleading to its readers.
6. The Press Statement also asserts that “According to the EGM circular, the two requisitioners have no working experience with acting as directors or senior management of an SGX-ST listed company, and have not undergone relevant formal training to equip them for such a role“. While Mr Lin, Mr Zhang and Mr Koh may not have experience as directors of SGX-listed companies, Mr Lin and Mr Zhang have significant commercial and business experience in China, which is where the Group’s main business and operations are, whereas Mr Koh has had significant experience in business and investments, having held various senior positions in CIMB Securities Singapore Pte Ltd.. Given the Company and its subsidiaries’ (“Group“) ailing financial performance, it is crucial that the Group is guided by business-minded individuals who are capable of steering the Group back to profitability. In addition, the Proposed New Directors are not completely without experience as directors of companies listed on a stock exchange. Mr Lin is also a director of a company listed on the China’s National Equities Exchange and Quotation. Furthermore, Mr Loh is currently a non-executive director and consultant of Boustead Singapore Limited, which is listed on the Singapore Exchange.
   In addition, the Proposed New Directors recognise the importance of being well-versed with the rules and regulations that apply to SGX-listed companies, including the Listing Rules. As such, in the event the Proposed New Directors are elected to the board of the Company, the Proposed New Directors will promptly undergo relevant training to familiarise themselves with the rules, regulations and statutes that apply to companies listed on the SGX-ST.

1. Mr Lin will assume the role of Executive Director;
2. Mr Zhang will assume the role of Non-Executive and Non-Independent Director;
3. Mr Koh will assume the role of Non-Executive and Independent Director; and
4. Mr. Loh will assume the role of Non-Executive and Independent Director.

It is also highly curious that, while much attention from shareholders and independent bodies was brought to the Requisition, none of the same parties, including SIAS, raised any concern regarding this sudden and overnight change in almost the entire composition of the board of directors.