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Camsing Healthcare cannot appoint directors, execs without bourse's nod

MAINBOARD-LISTED Camsing Healthcare has been barred from appointing directors or executive officers without first getting approval from the bourse regulator, under a fresh notice of compliance issued by watchdog Singapore Exchange Regulation (SGX RegCo) on Tuesday.

The restriction on such appointments, in force for up to three years, came after the board disclosed that chairman and controlling shareholder Lo Ching's bid to oust and replace some directors was withdrawn.

Camsing had in October received a requisition notice, apparently signed by Ms Lo, calling for an extraordinary general meeting to remove four independent directors and appoint three new ones, but the board said in an update on Dec 13 that a fresh letter pulled the requisition notice.

SGX RegCo noted that the requisition notice was served amid an ongoing special audit by RSM - to probe certain issues flagged by the company's auditors for the year to Jan 31, 2019 - that the regulator had mandated in an earlier notice of compliance in March.

Ms Lo holds an interest of about 83 per cent in Camsing, which has had trading in its shares suspended since April, after an earlier trading halt.

"Any changes to the board composition by her could compromise continuous oversight of the audit matters and the special audit, given the severity of the matters under review," said SGX RegCo in its notice, as it pointed out that Ms Lo - according to a disclosure made by Camsing in July - is being held by the criminal authorities in China.

The regulator added that it will require Camsing's independent directors "to continue to report directly to SGX RegCo and provide full assistance in connection with the special audit".

The audit matters under review stem from four main issues - whether the parties involved in certain distribution and consignment agreements that made up S$9.69 million in sales are related, whether the parties involved in a purchase agreement for HK$15.6 million are related, the recoverability and reversal of some S$594,000 in licence fee income, and whether the group's cash flow can meet its operating and financing needs for the financial year.

SGX RegCo had notably rapped a trio of erstwhile Camsing independent directors over the knuckles when they resigned from the board in March before the audit matters had been resolved, and warned them that it would give a second look to any of their future appointments as directors or executive officers in Singapore-listed companies.