Former Director of Listed Company Receives Imprisonment for Breach of Director Duties

  • January 11, 2024

Former Listco Director Jailed For Breach of Director Duties

Singapore, 8 January, 2024 – Poh Wee Chiow Roger (commonly known as Roger Poh), a former executive director of Catalist-listed Allied Technologies Limited (ATL), has been convicted by the State Court. The conviction stems from his failure to fulfill his directorial responsibilities with integrity in connection to ATL’s acquisition of a 51% stake in Activpass Holdings Pte. Ltd. (Activpass), a Singapore-incorporated company. Roger Poh has been sentenced to six months of imprisonment.

Following ACRA’s investigations, Roger Poh acknowledged that prior to ATL’s acquisition of Activpass, he convened a meeting with the existing shareholders of Activpass, namely Seow See Keong (commonly known as Peter Seow) and his wife, Amy Leow Ai Li (Amy Leow), along with Zheng Jiabin (Zheng), a director at Kingsblade Pte. Ltd. (Kingsblade). The purpose of the meeting was to discuss ATL’s proposed acquisition of Activpass. During the course of this meeting, Roger Poh became informed that Peter Seow and Amy Leow were willing to sell the entire 100% stake in Activpass to ATL for a sum of S$25 million.

Nevertheless, Roger Poh submitted a proposal to the board of ATL, advocating for the acquisition of a 51% stake in Activpass at a cost of S$25 million. Notably, the board documentation did not include any reference to the fact that Peter Seow and Amy Leow had expressed their readiness to sell the entire 100% of Activpass shares for the same amount. Consequently, ATL proceeded with the acquisition of 51% of Activpass shares at a total cost of $25.2 million.

Roger Poh demonstrated a willingness to allow ATL to significantly overpay for the acquisition of a 51% stake in Activpass. He was aware that a substantial portion, at least S$10 million, of the total purchase price of S$25.2 million would be directed to Kingsblade through a series of round-tripping arrangements. Acknowledging this, Roger Poh confessed that his actions were driven by a personal motive to secure future benefits from Zheng. These benefits were envisioned to manifest in the form of subsequent appointments as a director in other listed companies, accompanied by the corresponding director fees associated with such appointments.

The Accounting & Corporate Regulatory Authority adopts a stern stance on directors’ lapses in acting honestly and employing reasonable diligence in fulfilling their duties. The Authority is committed to taking enforcement measures without hesitation in response to such breaches. The violation of failing to act honestly in the discharge of directorial duties, as outlined in section 157(1) and punishable under section 157(3)(b) of the Companies Act, Cap.50, is subject to penalties, including a fine of up to $5,000 or imprisonment for a duration not exceeding 12 months.

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