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 issue manager
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Implementing their internal review may take time for some
By LYNETTE KHOO
31 May 2011
The audit committees of various Singapore-listed Chinese companies or S-chips are scrambling to update the Singapore Exchange (SGX) on their internal reviews before today’s deadline.
Though their reports will likely reach SGX before the bell strikes, the actual implementation of some updates may take a longer time.
Several independent directors (IDs) whom BT spoke to yesterday said they were still in the process of drafting a reply to SGX or awaiting approval from the audit committee (AC) on the draft.
In letters sent to the ACs of S-chips in March, SGX told them to implement proper controls to safeguard cash and other assets, and to ensure they have the power to remove legal representatives at the Chinese subsidiaries when required.
These letters came in the wake of fresh accounting irregularities affecting S-chips this year and problems seen in removing uncooperative legal representatives who hold the all-important company seal.
The ACs are to inform the Exchange of the outcome of their reviews by May 31. This has spurred the ACs into action.
Some S-chips have since amended the articles of association of their China subsidiaries if the provision on legal representative is vague, said Lin Song, partner of China practice at RHT Law LLP, who advised several S-chips in his previous law firm.
Others have either engaged their external auditors or internal auditors to verify cash and review internal controls.
Youcan Foods has completed its internal review and the report is available to its AC, according to its AC chairman Robson Lee. Its Chinese lawyer has started work on the constitution of its subsidiaries in China to see how the provision on the legal rep can be amended.
‘We have made a decision to effect the changes but it will take some time to have the changes in place,’ he said.
Jen Shek Voon, who chairs the AC at Junma Tyre Cord Company, said the articles of association at Junma’s China subsidiary have been amended to include a provision for Junma’s board to change the legal rep.
Its AC will also be asking its external auditors to undertake continuing cash validation at the upcoming meeting in August, Mr Jen said.
Fuxing China’s ID Steven Ho said Fuxing is switching to an internal auditor in Singapore from its current PRC internal auditor as the former is deemed to be more familiar with SGX requirements.
Given that SGX has been urging the ACs of listed companies to step up their vigilance since 2009, there is no major rush this time to effect changes following SGX’s letter, Mr Lin noted, as many companies have already undertaken additional steps to tighten their internal controls.
For China Farm, it was business as usual as it currently has internal auditors reviewing cash and assets on a six-month cycle and its subsidiaries’ constitution allows for the removal of the legal rep by China Farm, said its ID Ng Joo Khin.
Fuxing and China Sky are among those not amending the constitution of their China subsidiaries for now, as they believe that the real problem of enforcing a change in legal rep lies with China’s commerce bureaus.
‘You can have all the protection on paper but if the legal rep refuses to resign, the government will not recognise any replacement,’ said Yap Wai Ming, a partner at Stamford Law, also an ID at Sino Construction. The China-based construction group has provisions to remove legal reps at its Chinese subsidiaries.
While the effectiveness of these measures remain to be seen, market watchers note that such updates from S-chips will give SGX a better idea of what S-chips are doing to address critical issues.