Former Listco Director Jailed For Breach of Director Duties

Singapore, 8 January 2024 – The State Court has convicted Poh Wee Chiow Roger (Roger Poh), a former executive director of Catalist-listed Allied Technologies Limited (ATL), for failing to act honestly in the discharge of his director duties in relation to ATL’s acquisition of 51% of the shares in Activpass Holdings Pte. Ltd. (Activpass), a Singapore-incorporated company. He was sentenced to six months’ imprisonment. 

2       Following ACRA’s investigations, Roger Poh admitted that prior to ATL’s acquisition of Activpass, he had a meeting with the existing shareholders of Activpass, Seow See Keong (Peter Seow) and his wife, Amy Leow Ai Li (Amy Leow), as well as Zheng Jiabin (Zheng), a director of Kingsblade Pte. Ltd. (Kingsblade), to discuss ATL’s intended acquisition of Activpass. During the meeting, Roger Poh became aware that Peter Seow and Amy Leow were prepared to sell 100% of the shares in Activpass to ATL for S$25 million. 

3       However, Roger Poh presented a paper to ATL’s board proposing that ATL purchase 51% of the shares in Activpass for S$25 million. The board paper omitted any mention that Peter Seow and Amy Leow were willing to sell 100% of the shares in Activpass at S$25 million. Subsequently, ATL purchased 51% of the shares in Activpass for $25.2 million. 

4       Roger Poh was prepared to let ATL overpay substantially for its acquisition of 51% of the shares in Activpass, and he knew that at least S$10 million of the S$25.2 million purchase price would be paid to Kingsblade through a series of round tripping arrangements. Roger Poh admitted that his actions were motivated by his desire to obtain personal future benefits from Zheng in the form of future appointments as directors of other listed companies, and the accompanying director fees from these appointments. 

5       The Accounting & Corporate Regulatory Authority takes a serious view on directors’ failure to act honestly and to use reasonable diligence in the discharge of their duties, and will not hesitate to take enforcement action for such breaches. The offence of failing to act honestly in the discharge of duties as a director under section 157(1) punishable under section 157(3)(b) of the Companies Act 1967 carries a punishment to a fine of up to $5,000 or to imprisonment for a term not exceeding 12 months. 

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY

08 JANUARY 2024