ALLIED Technologies : A13 0% has received 2 letters dated May 9 from existing shareholder Lin Tah Hwa and executive director Kenneth Low to convene one or more extraordinary general meetings (EGMs) for several board changes.

 

Lin and Low have proposed the removal of 2 directors &ndash independent non-executive director and chairman Chin Chee Choon and chief executive Clement Leow &ndash and the appointment of 3 new directors.

 

They are also looking to remove any director who may be appointed between May 9 and the proposed EGMs, the precision engineering company said in a bourse filing posted on Thursday (May 12).

 

The 3 new directors proposed are Lim Chee San, Davy J Goh and Choo Weng Wah. Choo has been proposed as an executive director, while the other 2 would be independent directors.

 

Lin owns 168 million shares of Allied Tech and Low owns 100 million shares, representing a total of 15.14 per cent of total shares outstanding.

 

The letters come nearly after a month after the release of a special audit report prepared by PricewaterhouseCoopers Risk Services (PwC), which was engaged to examine developments surrounding Allied Tech' s missing funds held in escrow by law firm JLC Advisors.

 

The auditors found failure on the part of the independent directors in safeguarding the company' s interest on several counts, potential undisclosed interested person transactions, private contracts, and transactions accomplished via a supposed &ldquo round-tripping&rdquo exercise.

 

The special audit also found that the version of events told by Jeffrey Ong, the lawyer charged with cheating and other offences in the case, appears to be " plausible explanations" for the gaps in the story told by those involved in the company.

 

Low was arrested in April last year and named as the co-accused in 5 of the charges that Ong, who is in remand, is facing.

Its statement comes after release of special audit report prepared by PwC

 

SHAREHOLDER approval should have been sought for Allied Technologies' disposal of its 2 China subsidiaries, the Singapore Exchange Regulation (SGX RegCo) said late on Wednesday (Apr 6).

 

Its statement came after the release of a special audit report prepared by special auditor PricewaterhouseCoopers Risk Services (PwC) - engaged to examine the developments surrounding Allied Tech' s missing funds held in escrow by law firm JLC Advisors.

 

The report had found that the version of events told by Jeffrey Ong, the lawyer charged with cheating and other offences in the case, appear to be " plausible explanations" for the gaps in the story told by those involved in the company.

 

The auditors also found failure on the part of the independent directors in safeguarding the company' s interest on several counts.

 

Ong was managing partner of law firm JLC Advisors. Over 2 years ago, Allied Tech reported to the police that over S$33 million held in escrow by the firm had gone missing and that Ong had become uncontactable.

 

The status of the missing funds from the escrow account remains unknown as at the date of PwC' s report.

 

Ong had suggested the transactions were carried out as part of a pre-arranged deal to achieve the objectives of former chief executive Hsu Ching Yuh, existing executive director Kenneth Low and existing shareholder Lim Tah Hwa.

 

These transactions included the disposal of China subsidiaries Allied Machineries (Shanghai) (AMSH) and Allied Technologies (Suzhou) (ATSU) to Hsu, who later stepped down from the board and management of Allied Tech, Ong said.

 

On this matter, the SGX RegCo said if AMSH and ATSU were indeed disposed to Hsu, these transactions would have constituted interested person transactions that should have been subjected to independent shareholders' approval.

 

Instead, the AMSH disposal was treated as a major transaction, while the ATSU disposal was treated as a disclosable transaction.

 

PwC could not establish conclusively if the events relating to the disposal of AMSH were natural consequences or if there was indeed a premeditated plan for Hsu to exit Allied Tech, take over AMSH and continue running it, SGX RegCo added.

 

An undisclosed private contract had also resulted in Allied Tech overpaying between S$10.2 million and S$15.2 million to acquire its 51 per stake in Activpass - a provider of software as a service (SaaS) solutions for businesses.

 

In 2019, the company had paid S$25.2 million to acquire the Activpass stake. Allied Tech also acquired a 51 per cent stake in Asia Box Office, which provides ticketing solutions for events, for S$30 million.

 

Kingsblade Kabushiki Kaisha Group (Kingsblade), which helped facilitate the Activpass transaction, had entered into a " back end" shareholder agreement with Activpass' owners, PwC found.

 

The private contract stated that Activpass' owners would only get a fixed consideration of between S$10 million and S$15 million, less than the S$25.2 million stated in the formal sale and purchase agreement entered into between Allied Tech and Activpass' owners.

 

PwC also retrieved a Kingsblade profile listing Roger Poh as its head of credit and Karen Pok as its legal counsel. Poh and Pok were Allied Tech' s executive director and independent director, respectively, during the material time when the company was buying the stake in Activpass.

 

However, during interviews with PwC, Poh and Pok denied being part of Kingsblade' s management team or involved in any professional capacity with Kingsblade.

 

If Poh had been aware of the private contract and failed to disclose it, his actions in facilitating the scheme would have been deemed a " serious breach of his fiduciary duties" to Allied Tech, SGX RegCo said.

 

Based on PwC' s review of the flow of funds, it also appears to SGX RegCo that the transactions were accomplished via a supposed " round-tripping" exercise.

 

Low could also be deemed a " shadow" director as there was some indication that he was involved in Allied Tech' s affairs since as early as January 2018, before his appointment to the board in June 2018, PwC noted.

 

As a result, he would be subject to the same duties applicable to other directors.

 

Low was arrested last April and named as the co-accused in 5 of the charges that Ong, who is in remand, is facing.

 

On Wednesday, Allied Tech said separately that it is reviewing the contents of the executive summary to assess the findings and determine its next course of action.

Independent directors also failed to question many aspects of key transactions, report says

 

A SPECIAL audit of developments surrounding missing funds at Catalist-listed Allied Technologies has found that the version of events told by Jeffrey Ong, the lawyer charged with cheating and other offences in the case, appear to be " plausible explanations" for the gaps in the story told by those involved in the company.

 

The auditors also found failure on the part of the independent directors in safeguarding the interest of the company on several counts.

 

Ong was managing partner of law firm JLC Advisors. Over 2 years ago, Allied Tech reported to the police that over S$33 million held in escrow by the firm had gone missing and that Ong had become uncontactable.

 

Special auditor PricewaterhouseCoopers Risk Services was engaged to look into, among other things, the disposal of Allied Tech' s 2 China subsidiaries in connection with the missing funds.

 

In Ong' s interview with PwC, he accused former Allied Tech executive director Kenneth Low, former chief executive Hsu Ching Yuh and substantial shareholder Lim Tah Hwa of participating in deals engineered to their benefit.

 

Low was arrested last April and named as the co-accused in 5 of the charges that Ong, who is in remand, is facing.

 

Ong alleged that Hsu wanted to leave Allied Tech but wished to retain control and ownership of the 2 China entities, PwC said in a summary report made public by Allied Tech in a bourse filing on Wednesday (Apr 6) evening .

 

He further alleged that Low and Lim wanted to take control of a listed company " at the lowest cost possible or with minimum or no cash outlay" .

 

PwC found that Ong' s version of events - where the transactions were prearranged instead of standalone deals - could explain the gaps in the stories of the other parties interviewed by PwC.

 

However, it cautioned that there is no independent corroborative evidence to validate one version of events over another.

 

PwC found several issues with how the disposal of subsidiaries Allied Machineries (Shanghai) (AMSH) and Allied Technologies (Suzhou) (ATSU) were carried out.

 

For instance, it did not find any documentation, discussion or due-diligence assessment of the financial standing of Carapace Daybreak, the buyer of AMSH, nor its ability to pay the significant purchase consideration of S$16.7 million.

 

There was also no evidence that the board of directors had discussed the rationale for disposing of AMSH, or for obtaining a third-party valuation, PwC said.

 

The auditor also flagged concerns over a possible conflict of interest in the deal, in relation to the conduct of Low Yew Shen from Elitaire Law, the broker of the deal.

 

PwC said there was " minimal input" from independent directors on both the AMSH and ATSU transactions. For instance, there was no justification for or deliberation over why the board found net tangible assets acceptable as the basis for valuing ATSU.

 

The board had also fully relied on Hsu to carry out the negotiations with buyer Hong Siou-Jhu, despite Hong having been referred to the company by Hsu. The sale transaction was finalised within a month.

 

None of the independent directors asked why transaction monies were channelled through the escrow account with JLC, despite the account being for the specific purpose of a placement exercise.

 

The sale proceeds for the disposal of both AMSH and ATSU were settled by the purported purchasers in a similar manner. This was based on the series of events as recounted to the auditor by Hsu, Low Yew Shen and Kenneth Low.

 

In both cases, the buyers - introduced to the company by Hsu - appeared to experience difficulties in fulfilling the purchase consideration.

 

Low then stepped in to assist. Transactions involving Lim, Hsu, Low Yew Shen and Lam Yee Kee (owner of Allied Tech' s first acquired company Asia Box Office) followed in subsequent events.

 

Allied Tech had earlier said it would await the conclusion of the PwC audit or further information before taking further steps to recover the escrow funds placed with JLC.

 

On Wednesday, the company said it is reviewing the contents of the executive summary to assess the findings and determine its next course of action.

A SPECIAL audit of developments surrounding missing funds at Catalist-listed Allied Technologies has found that the version of events told by Jeffrey Ong, the former lawyer charged with cheating and other offences in the case, appear to be " plausible explanations" for the gaps in the story told by those involved in the company.

 

The auditors also found failure on the part of the independent directors in safeguarding the interest of the company on several counts.

 

Ong was managing partner of law firm JLC Advisors. Over two years ago, Allied Tech reported to the police that over S$33 million held in escrow by the firm had gone missing and that Ong had become uncontactable.

 

Special auditor PricewaterhouseCoopers Risk Services was engaged to look into, among other things, the disposal of Allied Tech' s two China subsidiaries in connection with the missing funds.

 

In Ong' s interview with PwC, he accused former Allied Tech executive director Kenneth Low, former chief executive Hsu Ching Yuh and substantial shareholder Lim Tah Hwa of participating in deals engineered to their benefit.

 

Low was arrested last April and named as the co-accused in five of the charges that Ong, who is in remand, is facing.

 

Ong alleged that Hsu wanted to leave Allied Tech but wished to retain control and ownership of the two China entities, PwC said in a summary report made public by Allied Tech in a bourse filing on Wednesday evening.

 

He further alleged that Low and Lim wanted to take control of a listed company " at the lowest cost possible or with minimum or no cash outlay" .

 

PwC found that Ong' s version of events - where the transactions were prearranged instead of standalone deals - could explain the gaps in the stories of the other parties interviewed by PwC.

 

However, it cautioned that there is no independent corroborative evidence to validate one version of events over another.

 

PwC found several issues with how the disposal of subsidiaries Allied Machineries (Shanghai) (AMSH) and Allied Technologies (Suzhou) (ATSU) were carried out.

 

For instance, it did not find any documentation, discussion or due-diligence assessment of the financial standing of Carapace Daybreak, the buyer of AMSH, nor its ability to pay the significant purchase consideration of S$16.7 million.

 

There was also no evidence that the board of directors had discussed the rationale for disposing of AMSH, or for obtaining a third-party valuation, PwC said.

 

The auditor also flagged concerns over a possible conflict of interest in the deal, in relation to the conduct of Low Yew Shen from Elitaire Law, the broker of the deal.

 

PwC said there was " minimal input" from independent directors on both the AMSH and ATSU transactions. For instance, there was no justification for or deliberation over why the board found net tangible assets acceptable as the basis for valuing ATSU.

 

The board had also fully relied on Hsu to carry out the negotiations with buyer Hong Siou-Jhu, despite Hong having been referred to the company by Hsu. The sale transaction was finalised within a month.

 

None of the independent directors asked why transaction monies were channelled through the escrow account with JLC, despite the account being for the specific purpose of a placement exercise.

 

The sale proceeds for the disposal of both AMSH and ATSU were settled by the purported purchasers in a similar manner. This was based on the series of events as recounted to the auditor by Hsu, Low Yew Shen and Kenneth Low.

 

In both cases, the buyers - introduced to the company by Hsu - appeared to experience difficulties in fulfilling the purchase consideration.

 

Low then stepped in to assist. Transactions involving Lim, Hsu, Low Yew Shen and Lam Yee Kee (owner of Allied Tech' s first acquired company Asia Box Office) followed in subsequent events.

 

Allied Tech had earlier said it would await the conclusion of the PwC audit or further information before taking further steps to recover the escrow funds placed with JLC.

 

On Wednesday, the company said it is reviewing the contents of the executive summary to assess the findings and determine its next course of action.

 

ALLIED Technologies on Monday said it received several queries from the Singapore Exchange Regulation (SGX RegCo) on Saturday regarding executive director Kenneth Low.

 

The Catalist-listed precision engineering firm said it will release its responses to these queries by April 14. It is in the midst of working with various parties, including its legal advisers, to consult, prepare, verify, and compile its responses.

 

The queries came one day after Allied Tech said Mr Low was called in by the Commercial Affairs Department (CAD) on April 7 and released on bail bond on the same day. No formal charges have been filed, the company said.

 

The regulatory arm of SGX asked Allied Tech why it only announced these developments on April 9 when they occurred on April 7. Allied Tech was also asked to clarify if the company or Mr Low was served a Section 20 CPC order to produce certain documents to the CAD.

 

SGX RegCo sought clarification on whether the CAD arrested, interviewed and required Mr Low to surrender his passport in the current investigation. The regulatory arm also asked if there were any conditions or restrictions imposed on Mr Low.

 

Allied Tech was asked to clarify the situation over Mr Low being named the co-accused in five of the charges that former lawyer Jeffrey Ong Su Aun is facing for the alleged misappropriation of Allied Tech' s escrow funds.

 

In addition, SGX RegCo asked Allied Tech to provide its nominating committee' s assessment and opinion on Mr Low' s suitability to remain on the company' s board or key management. It also asked the company to explain if its management and operations are impacted by this event.

 

Two years ago, Allied Tech reported to the police that over S$33 million held in escrow by JLC Advisors had gone missing while Ong, who was then the law firm' s managing partner, became uncontactable.

 

Ong has since alleged that Mr Low and Allied Tech' s substantial investor Lin Tah Hwa had directed the release of the escrow funds.

 

Ong is seeking to be bailed out to pursue civil action against the individuals he claims to be responsible for the misappropriated funds. His bail review application will be heard in court on Tuesday.

Prosecution has amended charges latest development disclosed during Ong' s bail review application on Friday

 

KENNETH Low Si Ren, Allied Technologies' executive director - who has been implicated by JLC Advisors' former managing partner as being allegedly responsible for the Catalist-listed firm' s missing escrow funds - has been arrested.

 

His arrest was made on Wednesday, The Business Times understands, but he has not been charged.

 

Allied Tech reported to the police two years ago that over S$33 million held in escrow by JLC Advisors had gone missing while the law firm' s then managing partner Jeffrey Ong Su Aun became incommunicado.

 

Mr Low was named as the co-accused in five of the charges that Ong is facing after the prosecution amended the charges, and disclosed this development during Ong' s bail review application on Friday.

 

Meanwhile, the district court has adjourned the application hearing to next Tuesday. The prosecution has objected to the application as Ong is deemed a flight risk in this case of " largest amount of money ever misappropriated by a lawyer" .

 

Ong faces 76 charges in total including misappropriation of funds as a lawyer, forgery and cheating, with the total sums amounting to about S$76 million, according to the prosecution.

 

Lawyer Tan Hee Joek, who represents Ong in the criminal proceedings, said that there is a former Singapore Armed Forces overseas scholar known as Mr Lien who has known Ong for about 30 years and is willing to stand bail for his client.

 

Ong has been seeking to be bailed out so that he can take out civil proceedings against those he claims to be responsible for the misappropriated funds. He had named Mr Low and Allied Tech' s substantial investor Lin Tah Hwa as the persons who had directed the release of the escrow funds.

 

Ong, 43, in his affidavit to support his bail review application, claimed that the amount of funds held in escrow for Allied Tech was in fact much lower than the over S$33 million reported by the Catalist-listed precision engineering firm.

 

Among the various allegations made by Ong against Mr Low was that the latter had instructed the release of S$3.2 million of escrow funds for the purchase of Thong Teck Building units. Mr Low had reportedly made a quick flip, selling it to mainboard-listed Top Global on the same day that he took control of the units two years ago.

 

Ong also alleged that there were instructions from Mr Low or Mr Lin to disburse S$16.9 million of the escrow funds to various parties. However, they had not provided JLC Advisors with release notices as promised, and therefore it appeared that the escrow funds were still intact. The released funds included a total of S$7.7 million to two firms linked to Mr Low, his wholly-owned Platform Capital Asia (PCA) and 49 per cent-held Asia Box Office (ABO).

 

ABO is an event ticketing solutions provider in which Allied Tech acquired a 51 per cent stake for S$30 million in April 2018.

 

Ong had also alleged in his affidavit how Mr Low and Mr Lin started taking control of Allied Tech in 2017 as they were acquiring the stakes of then-controlling shareholder Hsu Ching Yuh. They had devised several transactions involving the Catalist-listed firm and directing payments including a S$2 million severance payout by Allied Tech to Mr Hsu when it should have been made by the duo, claimed Ong.

 

Ong was introduced to Mr Lin, who was said to be a member of the Khoo Teck Puat family as well as the founder of Lin Securities which went bust after the Pan-Electric Industries debacle in 1985.

 

The investor bought an 8.44 per cent stake in Allied Tech in November 2017, and continued to build up his shareholding before reducing his ownership from 22.79 per cent to 9.49 per cent.

 

Allied Tech had said that it would be consulting its special auditor, PricewaterhouseCoopers Risk Services (PwC), and its auditors at the material time, Ernst & Young, in response to the allegations against Mr Low and Mr Lin.

 

It would also await the conclusion of the PwC audit or further information before taking further steps to recover the escrow funds placed with JLC.

  Allied Technologies has applied for an extension of time to hold its annual general meeting (AGM) for the year ended Dec 31, it said in a Singapore Exchange filing on Thursday evening.

 

It is asking for a six-month reprieve so it can hold its AGM by Oct 22 instead of April 30. It has also applied for an extension of about 19 weeks to issue its sustainability report for the year by Oct 7, instead of May 31.

 

Explaining its request, Allied Tech noted that during the last AGM on June 10, 2020, the company' s auditor Ernst and Young was not reappointed.

 

" The Board has also been made to understand that a majority of the dissenting shareholders would like a change of auditor, and would not vote in favour of an ordinary resolution put forth at an extraordinary general meeting to be convened for the reappointment of EY," it said.

 

Allied Tech said it has approached some alternative audit firms, which have indicated that they require the special audit report " for their internal review as part of their client acceptance procedures" .

 

The special audit, by PWC, had been commissioned in 2019 regarding certain concerns, including missing funds held in escrow with JLC Advisors.

 

As the special audit report has yet to be issued, Allied Tech cannot provide it to these alternative firms, and has thus been unable to appoint an auditor for its FY2020 financial results.

 

The extension of time which it is seeking takes into consideration the time needed for the alternative audit firms to complete client-acceptance procedures, time needed for the preparation of a circular for shareholders' approval of a new auditor, the notice period for an extraordinary general meeting to appoint an auditor, and the time required for the new auditors to conduct their audit, which Allied Tech said it understands may take three months or longer.

 

Allied Tech said it will also submit the necessary application to the Accounting and Corporate Regulatory Authority for an extension of time to hold its AGM, and added that it will provide further updates in due course.

 

ALLIED Technologies&rsquo board announced on Monday that the company would be consulting its special auditor, PricewaterhouseCoopers Risk Services (PwC), and its auditors at the material time, Ernst & Young LLP, among others, in response to the allegations against its executive director Kenneth Low Si Ren and investor Lin Tah Hwa.

 

The Nominating Committee will also conduct its internal review relating to the allegations, according to a press statement.

 

This came after former managing partner of JLC Advisors Jeffrey Ong Su Aun alleged that Mr Low and Mr Lin were the ones responsible for the misappropriated funds of precision engineering firm Allied Tech two years ago.

 

In his affidavit to support his bail review application, he claimed that Mr Low and Mr Lin were driving the round-tripping and sham transactions involving Allied Tech, and that many of the transactions were not substantiated by the actual flow of funds as they were merely accounting entries to set off against some sale of assets.

 

Ong cited a placement of shares in 2017 by Allied Tech, for example, that was reported to have raised S$33.8 million in proceeds - held by JLC in escrow - but S$11.7 million from the first tranche was used instead to pay for the second tranche, resulting in much less than the reported amount of proceeds, the court heard on Friday in Ong' s bail review application.

 

In its statement, the company stated that it would await the conclusion of the PwC audit or further information before deciding the next steps to take in order to recover the escrow monies placed with JLC.

 

According to the company, this was " in the interest of not incurring unnecessary costs and is in the view of the fact that there is already an ongoing special audit by PwC and ongoing investigations by the Commercial Affairs Department (CAD)" .

 

In the case where investigations uncover further facts regarding the case, the board said that the company would conduct further investigations and apply for joinder of parties in any legal proceedings against JLC.

 

The company has also " taken all other practicable steps to recover the monies due from JLC" , including lodging a police report with the CAD and filing a complaint with the Law Society of Singapore. Further, the company has - through its solicitors - written to DBS, where the escrow monies were held, to request for statements and documents related to the escrow account.

 

However, DBS' s solicitors have informed the firm' s solicitors that JLC has declined to allow DBS to provide the documents sought by the company, according to the announcement.