TWO former senior employees of UOB Kay Hian Private Limited (UOBKH) were charged on Wednesday for allegedly lying to the Monetary Authority of Singapore (MAS) in relation to reports on a then Catalist aspirant. Lan Kang Ming, 38, and Wee Toon Lee, 34, each face three charges of providing MAS with false information in October 2018 in relation to due diligence reports on an unidentified company applying to list on the Catalist board of the Singapore Exchange. MAS said in a media statement on Wednesday that it was performing an onsite inspection of UOBKH between June and August 2018, to assess the latter's controls, policies and procedures in relation to its role as an issue manager for Initial Public Offering (IPOs). During the examination, Lan and Wee were said to have provided different versions of a due diligence report relating to background checks on a company applying to be listed on the Catalist board of the Singapore Exchange. UOBKH had acted as the issu...
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By LYNETTE KHOO
13 June 2011
Uncooperative bank officers, confusing testimonies from dodgy third-party suppliers and numerous obstructions from management to obtaining information - all this clearly make up an exciting read.
This has been the common thread in special audit reports that have been released one after another on beleaguered China-based companies listed here, or S-chips, as they are known.
But just as a script isn’t complete without a good ending, the question shareholders are concerned about is whether there is any recourse after these findings are out in the open.
Last week, investors got another nasty surprise - this time from China Milk, where special auditors uncovered undisclosed and unauthorised transactions and payments.
All the undisclosed transactions added up would far exceed China Milk’s latest audited full-year net profit of 382.5 million yuan (S$72.9 million) for the fiscal year ended March 31, 2009.
And even after payments have been made, there is still no evidence of the purported land use rights being obtained, an alleged stake acquisition in a joint venture being completed, or improvement works commissioned on farm facilities being undertaken.
Even more ironic was a 53.5 per cent drop in China Milk’s herd size between April 2009 and March 2010 despite a cattle replacement programme to replace older cows.
The damning 18-page summary report of KPMG’s special audit findings probably stoked a sense of deja vu among those familiar with past S-chip scandals.
After all, problems of sloppy corporate governance and weak board oversight have also beset companies in past scandal blowouts.
However, it appears that once the special audit report is out, either because investigations are completed or could no longer continue due to obstructions from management, the story ends there.
Special auditors do not have a duty to lodge a police report on their findings, as the onus lies with the audit committee or the Singapore Exchange (SGX) to decide whether to take the case further.
But even after police reports are lodged in some cases, there is the difficulty of enforcement as the companies’ assets and management are located in China and their incorporation may be elsewhere - say, in Bermuda or the Cayman Islands.
The perceived lack of enforcement is already seen at Oriental Century and Sino-Environment, where alleged embezzlement took place and police reports against the Chinese management have been lodged in Singapore and China.
While investors might still eventually recoup some losses at Sino-Environment should the restructuring plan proposed by judicial managers go through, Oriental Century is already delisted.
Also struck off the bourse is Zhonghui Holdings, where a reverse takeover proposed by judicial managers did not take off. Zhonghui ran into debt woes in late 2008 and subsequent findings by special auditors PricewaterhouseCoopers (PwC) found certain payments made without board approval.
China Sun, whose special audit was disrupted by a missing truckload of accounting records, is in the process of being liquidated; while Fibrechem, whose investigator nTan Corporate Advisory has yet to complete or submit its findings to SGX, is being rehabilitated through an investment agreement with an Indonesian firm.
It remains to be seen if investors in the US will make more headway than those in Singapore when it comes to seeking redress and bringing the management of fraud-hit Chinese companies to account.
On its part, SGX has taken some measures to strengthen safeguards in the S-chips cluster.
It has asked S-chips to engage professionals to determine whether their internal controls are sufficient and to ensure they have the power to remove rogue legal representatives at their Chinese subsidiaries.
Surely, being proactive in preventing fraud is better than trying to contain a blowout when it occurs. But, sadly, the perceived accounting risks in Chinese companies and the lack of recourse for shareholders when these firms run afoul of the law may continue to plague interest in the S-chips sector.