Did Datapulse Technology disclose inaccurate information in its director appointment announcement?


Published December 24, 2017

Updated on December 24, 2017 at 10.55 pm

On Dec 11, Datapulse Technology announced the appointment of three new independent and one new executive directors. One of the independent directors appointed was Mr Low Beng Tin, who was appointed as Chairman. In the appointment announcement template, Datapulse said that Mr Low, being an independent director of several listed companies, is “well-versed with listing compliance and corporate governance matters and will be able to contribute to the Board in his role”.

Item (b) in the template asks: “Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against any entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?” (emphasis is mine)

According to Datapulse, the answer to this question for Mr Low is “No”.

In the list of directorships held over the last 5 years, one of the companies is OSEC Shipyard Pte Ltd. (Another that I will come to is China Yongsheng Limited.)

OSEC Shipyard was a wholly-owned subsidiary of OEL (Holdings) Limited, where Mr Low was Executive Director (he was Chairman and Managing Director until March 1, 2016). Mr Low resigned from OEL on October 18, 2016. At the time of his resignation from OEL, the company filed Annexure 1 on SGXNET which lists Mr Low’s directorships over the past 5 years, his role and date of resignation. Annexure 1 states that Mr Low resigned as a non-executive director of OSEC Shipyard Pte Ltd on December 15,  2014.

On December 13, 2016, OEL announced that a company called Oceanfront Trading Ltd had filed a winding up application with the Singapore High Court on December 12, 2016 to wind up OSEC Shipyard on the basis that OSEC had failed to pay or satisfy a sum of US$562,464. Liquidators were appointed on January 6, 2017, but the appointment template refers to filing of the application or petition, not the appointment of liquidators.

Given that the winding up application was on December 12, 2016 and Mr Low resigned as a director from OSEC on December 15, 2014, should the answer to question (b) not be “Yes” (even if was just by a few days)?.

[Note that prior to the winding up application, OEL had on April 14, 2016 applied to the High Court for OSEC to be placed in judicial management after receiving a statutory letter of demand from Oceanfront Trading demanding for the payment of US$562,464. OSEC was in a net capital deficiency position at that time. On June 23, 2016, OEL announced that the application had been rejected by the High Court. While Mr Low had resigned as a director of OSEC on December 15, 2014, he remained on the board of OEL until his resignation on October 18, 2016. Therefore, Mr Low should be aware of the statutory letter of demand from Oceanfront Trading and OEL’s unsuccessful application for judicial management for OSEC at the time of his resignation from OEL’s board October 18, 2016.]

Item (j) of the appointment template asks: “Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:-(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere“. (emphasis is mine)

According to Datapulse, the answer to this question for Mr Low is again “No”.

As mentioned earlier, Mr Low was a director of China Yongsheng. China Yongsheng’s 2015 annual report shows that he was appointed on June 22, 2007 and was its lead independent director. Annexure 1 referred to earlier shows that Mr Low resigned on July 25, 2016 (China Yongsheng was delisted on July 1, 2016 so there was no announcement from it about Mr Low’s resignation).

On June 24, 2009, it was reported in the media that China Yongsheng was reprimanded by the Singapore Exchange on June 23, 2009 for breaching its listing rule on timely disclosures in 2008 (I could not find the original reprimand on SGXNET given that it was before the 5 years that SGX maintains announcements for).

On February 1, 2011, China Yongsheng announced that it had been issued a warning by the Monetary Authority of Singapore for failing to disclose material information as required by the SGX Listing Manual. This was related to the breach that SGX reprimanded China Yongsheng for in 2009.

Given that the SGX reprimand was in 2009 and the MAS warning was in 2011, and Mr Low was a director from June 22, 2007 to July 25, 2016, shouldn’t the answer to (j)(i) be “Yes”?

For the benefit of readers, I have uploaded the relevant extracts from various documents, and highlighted the relevant parts.

If the information in the announcement is indeed inaccurate, is this not a breach of the listing rules?

Mak Yuen Teen

Download (PDF, Unknown)

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