SINGAPORE – Shareholders seeking to remove NutryFarm International chief executive Niu Liming have challenged his right to vote on behalf of a major shareholder, complicating matters at the former durian distributor as it tries to rebuild around data centres and artificial intelligence (AI) services.
NutryFarm said on Oct 11 that it had received a letter the previous day objecting to the validity of proxy votes granted by shareholder Jia Lijie to Niu, including any conflict of interest arising from the arrangement.
The letter concerns votes that Niu allegedly intends to exercise at a special general meeting. The announcement did not identify the specific meeting.
This follows an Oct 9 request from shareholders identifying themselves as Tianci International, Chen Meng, Lee Bee Li, Lim Hean Nerng, Gao Huazhu, Ang Poh Guan and Wu Jiansheng, who claim to hold at least 10% of NutryFarm’s paid-up capital, to convene a special general meeting.
At the meeting, the shareholders want to remove Niu as a director and from his appointments across the group, elect shareholder Charlie In to the board, and ask directors to consider appointing In as CEO.
In, identified as In Nanny (sic) Sing Charlie in the Oct 9 filing, is chairman of corporate advisory firm Raffles Financial Group. His biography lists experience in investments, restructuring, capital raising and helping Chinese companies list overseas.
According to media reports, his connection to NutryFarm dates back to March 2021, when Raffles Financial invested $5 million for 10 million NutryFarm shares through a married deal with a substantial shareholder.
In a separate demand letter on Oct 9, the same shareholders demanded Niu’s immediate removal from all executive positions, his exclusion from board discussions and voting on the matter.
NutryFarm said it was reviewing allegations in the demand letter. However, its announcement did not detail the allegations or explain the reasons for the removal demand.
NutryFarm said it was reviewing the allegations, and seeking legal advice on the other two letters.
The dispute comes as NutryFarm seeks to rebuild its business and resume trading on the Singapore Exchange (SGX) mainboard after more than four years of suspension since April 2022.
NutryFarm was placed under judicial management in June 2022 and discharged from the arrangement in February 2026, returning control of the company to its board.
Its restructuring involves creditors who could become major shareholders by exchanging loans for shares, and lenders with security over its new AI business.
Why Jia’s votes matter
According to NutryFarm’s 2024 annual report, Jia held 21.7 million NutryFarm shares, or 15.78%, making her the largest shareholder of the company.
Niu directly owned just 360,000 shares, or 0.26%. However, the report lists him as having a deemed interest in Jia’s shares and another 13.3 million shares belonging to Cheng Meng through a share pledge arrangement.
Together with his own shares, that amounted to a 25.72% direct and deemed interest in NutryFarm.
Niu’s involvement in NutryFarm began before he became its executive director and CEO.
He has an ownership interest in Corpbond IV, the creditor that applied to the High Court to place the company under judicial management in June 2022.
Judicial management puts a distressed company under an appointed manager to try to rescue the business or achieve a better outcome for creditors.
According to NutryFarm’s 2022 annual report, Niu was appointed executive director and CEO on Dec 19, 2022, when the company was under judicial management.
At its annual general meeting on Dec 5, 2025, In asked Niu about the difficulties during judicial management, the prospects of the new AI business and his suitability to continue as executive director.
Niu said he had been NutryFarm’s largest creditor when he initiated judicial management over a company with no cash and difficulties retaining control of overseas subsidiaries.
He said he lent the company another $1 million in December 2022 to support operations and the judicial manager’s fees.
From durians to data centres
NutryFarm previously operated nutrition and health food businesses and expanded into durian distribution.
In November 2024, NutryFarm disclosed that its subsidiary, Global Agricapital (Singapore), had been renamed AI Nova and was exploring technical testing and analysis services for data centres.
The announcement also disclosed a $5 million interest-free loan from Singapore investment company Alpha Hill, under an agreement signed on Oct 10, 2024.
Of the sum, $1.5 million was earmarked for AI Nova, $300,000 for trading resumption expenses and $3.2 million for general working capital.
The five-year loan could be repaid in cash or through new NutryFarm shares priced at 1.5 cents each.
According to the announcement, Corpbond’s consent was required for the funding.
Corpbond could eventually hold a substantial stake in NutryFarm through a proposed exchange of debt for shares.
The arrangement, disclosed in March, a month after NutryFarm was discharged from judicial management, shows that about $34.3 million of debt could be converted into new shares.
This would reduce NutryFarm’s debt without requiring cash repayment, but substantially dilute existing shareholders. Niu and his associates are required to abstain from voting because of his interest in Corpbond.
A separate March announcement also disclosed a further eight loan agreements totalling US$28.5 million (S$36.5 million), which were entered into between July and November 2025, when the company was still under judicial management.
The eight loans could be repaid through new NutryFarm shares, subject to terms and approvals.
Among these lenders was Alpha Hill, which extended a separate US$5 million loan at a 7% interest rate to the company.
The loan can be repaid in cash or through new NutryFarm shares priced at 4.5 cents each.
NutryFarm later pledged 85% of its shares in AI Nova as security for the loan.
The March filing identified Daryl Liu Zhen Rong as Alpha Hill’s sole director and shareholder. It said an individual known as Mars Wu, whom Liu knew through another investment project, had introduced him to NutryFarm.
Liu was nominated to join NutryFarm’s board at the Dec 5, 2025 AGM, but 99.96% of shareholders present rejected his appointment. Niu had seconded the motion to appoint him as a non-executive, non-independent director.
