Directorial Duties

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Singapore: Poh Wee Chiow Roger, formerly an executive director of Allied Technologies Limited (ATL), a company listed on Catalist, has been convicted by the State Court. The conviction is related to his failure to act honestly in discharging his directorial duties concerning ATL’s acquisition of 51% of Activpass Holdings Pte. Ltd. (Activpass), a Singapore-incorporated company. Roger Poh has been sentenced to six months’ imprisonment.

Upon investigation by the Accounting & Corporate Regulatory Authority (ACRA), Roger Poh acknowledged that before ATL’s acquisition of Activpass, he had a meeting with Activpass’s existing shareholders, namely Seow See Keong (Peter Seow), Amy Leow Ai Li (Amy Leow), and Zheng Jiabin (Zheng), a director of Kingsblade Pte. Ltd. During this meeting, it became apparent to Roger Poh that Peter Seow and Amy Leow were willing to sell 100% of Activpass shares to ATL for S$25 million.

Despite this knowledge, Roger Poh presented a proposal to ATL’s board suggesting the purchase of only 51% of Activpass shares for S$25 million, omitting any mention of the shareholders’ willingness to sell the entire stake. ATL subsequently acquired the specified 51% of Activpass shares for $25.2 million.

It was revealed that Roger Poh was willing to let ATL overpay significantly for the acquisition, with at least S$10 million of the purchase price directed to Kingsblade through round-tripping arrangements. Roger Poh admitted that his actions were driven by a desire for personal future benefits from Zheng, such as future directorial appointments in other listed companies and the accompanying director fees.

The Accounting & Corporate Regulatory Authority emphasizes the seriousness of directors failing to act honestly and diligently in discharging their duties. The authority will not hesitate to take enforcement action for such breaches. The offence of failing to act honestly as a director, under section 157(1) and punishable under section 157(3)(b) of the Companies Act, Cap.50, carries a penalty of a fine up to $5,000 or imprisonment for a term not exceeding 12 months.

Source: ACRA

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