Roger Poh Wee Chiow, a former executive director of Allied Technologies, has been sentenced to a six-month jail term for breach of duties as a director.
According to the Accounting & Corporate Regulatory Authority which prosecuted this case, Poh was on Jan 8 sentenced by the State Court for failing to act honestly in Allied Technologies' acquisition of a 51% stake in Activpass Holdings.
The investigations and subsequent prosecutions came about following a special audit on Allied Technologies ordered by the SGX RegCo.
According to ACRA, Poh admitted that prior to the acquisition of Activpass, he had a meeting with the existing shareholders of Activpass, Peter Seow See Keong and his wife, Amy Leow Ai Li, as well as Nicholas Zheng Jiabin, a director of Kingsblade.
At the meeting, Poh learned that Seow and Leow were prepared to sell 100% of Activpass to Allied Technologies for $25 million.
Yet, Poh, in a paper to Allied Technologies' board, proposed to buy just 51% of Activpass for S$25 million, instead of what was agreeable by Seow and Leow.
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The deal went ahead at 51% sold for $25.2 million.
According to PwC in its special audit, the transaction was supported by a valuation performed by Baker Tilly Consultancy (Singapore), which valued Activpass at between $57 million and $60.7 million.
"The valuation was based on seemingly aggressive forecasts that Activpass’ revenues would grow from $2.1 million in 2019 to $41.8 million in 2023, and EBIT would grow from $0.2 million to $26.5 million during the same period," reads the special audit.
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According to ACRA, Poh was prepared to let Allied Technologies overpay substantially. He knew that at least $10 million of the $25.2 million purchase price would be paid to Kingsblade through a series of round-tripping arrangements.
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.
ACRA "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, Cap.50 carries a punishment to a fine of up to $5,000 or to imprisonment for a term not exceeding 12 months," adds ACRA.
Poh is not the first conviction related to Catalist-listed Allied Technologies.
Former lawyer Jeffrey Ong was jailed 19 years last July for cheating and misappropriating some $76 million of funds, including $33 million held in an escrow account belonging to Allied Technologies.
