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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Grace Leong
28 July 2012
Applause erupted from a packed public gallery yesterday at the Supreme Court after a landmark verdict on the appeals of three former directors of Airocean Group was read. Seven years after the Corrupt Practices Investigation Bureau began investigating former Airocean CEO Thomas Tay, who was later found guilty of corruption, ex-independent directors Peter Madhavan and Ong Seow Yong and former chief operating officer Johnson Chong were acquitted of all charges relating to the non-disclosure of material information and issuing a misleading statement to downplay the probe.
Chong’s conviction on three charges of insider trading was upheld, but his sentence was reduced to a $200,000 fine from an original sentence of four months’ jail and a $280,000 fine.
Chief Justice Chan Sek Keong found that two essential elements of the non-disclosure charges had not been established.
“There is insufficient reliable evidence to show beyond a reasonable doubt that the information was likely to materially affect the price or value of Airocean shares; and the DJ (Subordinate Courts District Judge Liew Thiam Leng) erred in holding that Airocean was reckless in not disclosing the information,” he wrote.
The aircargo logistics company had announced on Nov 25, 2005, that a CPIB probe was related to practices in “some other companies in the air cargo industry”. It omitted to mention Tay’s arrest and the fact that the probe extended to other Airocean units.
Mr. Madhavan and Chong were found guilty of failing to disclose that Tay had been investigated for offering bribes, released on bail and had his passport impounded.
In dismissing the charges, CJ Chan said: “It has not been proved beyond a reasonable doubt that the 25/11/05 announcement was misleading in a material particular and that it was likely to stabilise Airocean’s share price.”
In fact the announcement, in clarifying a Straits Times report that Tay was under a CPIB probe, did confirm he was being investigated.
“That would explain why the price of Airocean shares fell drastically on the first day of trading after the 25/11/05 announcement,” CJ Chan wrote.
Mr. Madhavan later told BT: “This verdict has gone a long way to correct a grave injustice that all three of us suffered and this matter took a long, long time to resolve.”
Lawyers from Drew & Napier representing Mr. Madhavan included Senior Counsel Davinder Singh and Wendell Wong of Drew & Napier LLC.
“Unless you have someone with exceptional skills like Davinder Singh, this case would have been very difficult to unravel as a result of the very convoluted path that the prosecution took,” Mr. Madhavan said.
Michael Hwang SC of Michael Hwang Chambers represented Mr. Ong while Chong was represented by Subramanian Pillai and Luo Ling Ling of Colin Ng & Partners LLP.
Mr. Madhavan had faced four months’ jail and a $120,000 fine while Mr. Ong was initially fined $170,000. Both men also faced orders disqualifying them from acting as directors or being involved in the management of any company for a period of five years.
Yesterday, their convictions, sentences and disqualification orders were all set aside.
CJ Chan disagreed that the company was reckless in not disclosing the information. “Far from deliberately taking the risk of non-disclosure, Airocean considered it prudent to hedge that risk by seeking legal advice from a competent law firm, viz, TRC (Tan Rajah Cheah). This is not a case where TRC had advised Airocean that disclosure was required and Airocean had deliberately ignored such advice,” he wrote.
“Madhavan has argued that Airocean had to act cautiously as any misjudged disclosure could be detrimental to Airocean and its investors. In my view, this was not an unreasonable position,” CJ Chan wrote.
Stefanie Yuen Thio, joint managing director of TSMP Law Corp, said CJ Chan’s decision gives corporate practitioners and directors a lot of guidance. “The court is setting a clear direction that it will look at each alleged infringement in microscopic detail - essentially applying the law like a scalpel rather than a sledgehammer,” she said.