By Mak Yuen Teen
On December 24, 2017, Datapulse Technology issued a “clarification” announcement relating to the appointment template for Mr Low Beng Tin when he was appointed as independent director and chairman on December 11. The clarification announcement can be accessed from:
http://infopub.sgx.com/FileOpen/Clarification%20Announcement.ashx?App=Announcement&FileID=483196
I wrote about this in a post on this website on December 25, 2017 and also in a Business Times article on January 3, 2018. They can be found here:
Datapulse’s “clarification” of non-disclosure of regulatory action
The original announcement by Datapulse was wrong as it failed to disclose regulatory actions against China Yongsheng when Mr Low was the lead independent director. The regulatory actions were a reprimand by SGX in 2009 for breaching its listing rules on timely disclosures in 2008 and a warning by MAS in 2011 for failing to disclose material information as required by the SGX Listing Manual.
When Mr Low was appointed, the Board said that it was “of the view that Mr Low, being an independent director of several other listed companies, is well versed with listing compliance and corporate governance matters and will be able to contribute to the Board in his role.”
In the Business Times article, I asked: “Did Mr Low provide the answers in the original announcement and did the board review or ensure that the announcement was reviewed for accuracy? Did he disclose the regulatory actions to the board when they were considering his appointment? If he did not, does the board still believe that he is suitable for appointment?”
These and other questions I raised were not answered by the company.
I have since discovered that the same incorrect answer was given when Mr Low was appointed to Lian Beng Group’s board on July 8, 2015 and to Fuji Offset Plates Manufacturing’s board on May 3, 2017. So, we have a hattrick. And the same questions should be asked of these two other companies, particularly whether they knew of the regulatory action when Mr Low was appointed.
Mr Low has not yet been elected at an AGM at Fuji Offset as he was appointed five days after the company’s AGM held on April 28, 2017. So he will only stand for election in the next AGM in April 2018. However, he has been elected at an AGM at Lian Beng. Were shareholders properly informed about the regulatory actions at China Yongsheng when he stood for election?
The appointment template is required under Rule 704(6) of the SGX Rulebook. These incorrect filings raise issues about misleading information being provided in the announcements. If Mr Low is indeed “well versed with listing compliance and corporate governance matters”, he should be well aware of the importance of not providing the wrong information in three separate announcements for three different companies. Given that SGX operates on the basis of a disclosure-based regime, this is simply unacceptable in my view. Whether directors or their companies have been subjected to regulatory action is important information. I certainly look at this when companies announce the appointment of directors.
I intend to write more about the coming EGMs to be convened by the company and to provide more information about relationships among the various parties involved in the recent acquisition of Wayco Manufacturing. But I thought something needs to be said about the repeated disclosure breaches now.
