SGX committee raps Tee International and its former C-suite execs for breaching rules

TEE International M1Z : M1Z 0% and 2 of its former C-suite executives have been reprimanded by the Listings Disciplinary Committee (LDC) of the Singapore Exchange (SGX) for breaching mainboard listing rules.

Public reprimands were issued to Tee International, its former executive director and group chief executive Phua Chian Kin, and former group chief financial officer and company secretary Yeo Ai Mei, the LDC said on Dec 3.

The company had failed to control unauthorised remittances and disclose in its annual report - for the financial year ended May 31, 2019 - requisite information on interested person transactions.

As for Phua, he had used the remittances to settle his personal debts, although he had on multiple occasions said the remittances were for business purposes, while Yeo had not fulfilled her duty to ensure compliance with mainboard rules.

On Sep 4, 2019, the company said it found unauthorised remittances of money between Phua, Oscar Investment, PBT Engineering and Trans Equatorial Engineering. Oscar is an investment holding company wholly and beneficially owned by Phua, while PBT and Trans Equatorial are wholly-owned subsidiaries of the company.

The transactions, which took place in FY2019, were not recorded in the company's register of transactions carried out with interested persons and hence, were not disclosed in the company's annual report.

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Phua initially told external investigator PricewaterhouseCoopers Risk Services (PwC) that a S$500,000 transfer from Trans Equatorial to his personal account was a loan to seek business opportunities for the group.

He later, however, told internal auditors that he had used the funds to repay his outstanding personal loan from licensed moneylender MWA Capital and for his margin calls from stock brokers.

As for 2 payments totalling S$3 million from PBT and Trans Equatorial, Phua had told external auditors the funds were used as a facilitation fee for a project, but subsequently said during an audit committee meeting it was used to get the group shortlisted for a building and construction project.

Later, Phua told internal auditors that the funds were used for a partial repayment of a personal loan from MWA Capital, a partial repayment of a loan to Oscar and to meet obligations such as margin top-up requests from stock brokers.

Another payment of S$250,000 to MWA Capital from Trans Equatorial was also initially described as a cash transfer to Oscar for business development purposes, but Phua later told PwC that the money was used as a partial payment of his personal loan.

Yeo had jointly approved the 3 transfers with Phua, but did not sight any supporting documents prior to approvals for all 3 remittances.

The full amount of the S$3 million remittance was repaid to the group in August 2019, and the S$250,000 remittance was repaid to Trans from a sub-contractor in May 2019, although it was recorded as a repayment from Oscar.

The LDC noted that Phua and Yeo had overrode internal controls related to the payment process and failed to discharge their duties as the company's authorised signatories, since the remittances were carried out under the instructions of Phua who approved them for his own purposes.

Yeo's approval of the payment to MWA Capital was also not in compliance with payment policies and procedures, since the recipient of the remittance was recorded as Oscar.

Furthermore, PwC had noted that there was no clear distinction made between the personal affairs of Phua and that of the company, as Phua had in the past provided temporary loans to the group when it was facing financial difficulties, and employees would recognise the former CEO as the de facto owner of the group.

In deciding to only impose a public reprimand on Phua and Yeo, the LDC said it took into consideration the fact that both parties were not contesting their liabilities under the charges.

Phua had also committed to not seek future appointments in issuers listed on SGX, while there did not appear to be any dishonest intention on Yeo's part.

Shares of Tee International last closed flat at S$0.032 on Jun 15, 2021. The company had requested for a voluntary trading suspension, as it was reviewing its existing business amid a significant loss reported for its fourth quarter ended May 31, 2021.

As at Nov 29, the company has 3 claims amounting to about S$13.7 million against it. As for claims against its subsidiaries, Trans Equatorial has 136 claims amounting to about S$128 million, PBT Engineering has 55 claims amounting to S$9 million, while Tee E&C Malaysia has 13 claims amounting to RM5.9 million (S$1.9 million).

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