Foreign Investors Vasanta Master Fund and Pagoda Push for Governance Reform at Catcher Technology

SINGAPORE, May 8, 2025 /PRNewswire/ -- Two foreign investment funds, Vasanta Master Fund and Pagoda, have been campaigning for the corporate governance reform at Catcher Technology, a leading Taiwanese electronic casing manufacturer. As Catcher prepares for its Annual General Meeting (AGM) on May 27, where seven board seats—three of which are independent director positions are up for election, Vasanta and Pagoda's involvement in Taiwan's first-ever foreign shareholder initiative has become a key focal point in discussions on investor rights, regulatory consistency, and board accountability.

Vasanta, based in Singapore, began investing in Catcher in 2021. Alongside Pagoda, the two funds together hold more than 1% of the company's outstanding shares. Over the past two years, Vasanta and Pagoda have taken an active approach to shareholder engagement, including proposing amendments to the company's Articles of Incorporation and nominating board candidates.

The investors have expressed concerns about what they view as underutilized capital on Catcher's balance sheet & poor governance of the management, particularly following the company's divestment of its iPhone casing business in 2020 and the sale of a major plant in Suzhou in 2021. According to Vasanta and Pagoda's analysis, Catcher holds a substantial portion of its assets in cash and marketable securities (which comprises mostly US government treasuries) estimated to exceed 80%—raising questions about inefficient capital deployment and long-term growth planning.

In 2023, Vasanta and Pagoda submitted a shareholder proposal aimed at granting shareholders the right to propose cash dividends. The proposal, described as the first of its kind initiated by foreign investors in Taiwan, was determined by the board of Catcher to be illegal and rejected. As a result of the rejection, the shareholder proposal was not tabled for the AGM for voting in May 2023. 

Following the rejection, Vasanta filed complaints with Taiwan's Financial Supervisory Commission (FSC) and other regulators. Other than filing the complaints with authorities, and going through a lengthy the court process, there appeared to be no remedy available for a shareholder to rectify the situation to allow the proposal to be voted in the AGM in 2023.

Meanwhile, Vasanta faced increasing scrutiny. Regulators requested detailed information on the ultimate beneficial owners of any fund investors with more than a 1% stake. Catcher's board also initiated criminal defamation proceedings against a Vasanta representative in June 2023. The criminal investigation was eventually dropped by the prosecutor's office due to insufficient evidence.

In August 2023, the FSC issued a NT$240,000 administrative fine against Catcher's chairman alone, citing procedural violations related to shareholder rights. 

The same proposal was resubmitted for the 2024 AGM and received backing from global proxy advisors ISS and Glass Lewis. It ultimately gained 30.37% of the vote, indicating growing support, particularly among international shareholders. At the end, despite the strong support from international institutional investors, the resolution was defeated with 39.55% voting against the resolution to give the right to propose cash dividends back to shareholders.

Investor scrutiny of Catcher intensified in July 2024 following public news that its chairman and several family members were under investigation for potential insider trading in connection with a share buyback announcement. The incident raised further governance concerns from the shareholder perspective and led to renewed discussions about the need for board oversight reforms.

Ahead of the upcoming 2025 AGM, Vasanta and Pagoda have nominated candidates for four of the seven board seats. Both investors are now under FSC investigation, with regulators revisiting earlier questions about the origin of their capital, including potential links to mainland China. Both funds have reiterated that they have complied with all disclosure requirements and previous regulatory reviews.

SOURCE Vasanta Master Fund; Pagoda