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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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Companies should have a robust system of internal controls to address financial, operational and compliance risks.
They must disclose any loan agreements that make reference to the shareholding interests of any controlling shareholder. The firms must inform the public if these shareholders enter any share pledging arrangements.
Companies seeking to mount IPOs must declare in the prospectus the identity of their legal representatives and their powers. After listing, they must make announcements when they appoint or change the representatives.
Companies must disclose whether any of their independent directors has been appointed to the board of principal subsidiaries based outside Singapore.
Unless approved by the SGX, no transfer of securities in a company will be allowed during a trading suspension.
When a firm is under an investigation of wrongdoing, SGX's approval may be required for the appointments of directors, CEOs and chief financial officers (CFOs).
Audit committees need to issue a negative confirmation on the character and integrity of the companies' CFOs - that is, they must state there is nothing negative of which they are aware.
Audit firms of companies must be registered with Acra, the accounting industry regulator, or an independent audit oversight body. Companies will be given a year to comply, from Sept 29.
Business trusts and Reits should provide profit estimates and forecasts in their IPO prospectus, if historical accounts are not available.