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Jason Holdings Limited

aerobwala

Alfrescian
Loyal
PUBLISHED MAY 26, 2016, 5:00 AM SGT

TOP EXECS SUSPENDED AFTER AUDIT


The chief executive and group operations director of timber flooring specialist Jason Holdings have been suspended following a special auditors' report into financial dealings at the company.

The group told the Singapore Exchange (SGX) yesterday that an Ernst & Young (EY) report highlighted potential breaches of fiduciary duties in the management and administration of a key operating unit, Jason Parquet Specialist (Singapore). These included Jason Parquet having paid the hire purchase instalments of a car registered in the name of the wife of chief executive Jason Sim. In addition, when the car was reported stolen in October 2014, the balance of the insurance proceeds were not returned to the subsidiary after repayment of the outstanding loan.

As a result of the report, a special committee has suspended Mr Sim from his position, although he remains a non-executive director of the company.

The firm had also obtained accounts receivable financing from different banks using progress claims with identical work descriptions and values at different times.

EY found that there was a lack of proper agreement and documentation on payments made by Jason Parquet to various overseas parties.

There were also discrepancies between the physical quantity of inventories and the records in the accounting system, and inadequate documentation to support the writing-off of inventories, while full physical stock counts were not conducted in recent years.

The special committee that appointed EY following an internal audit report for events that took place in the first six months of last year said it believes the directors of Jason Parquet may have breached their fiduciary duties.

It added that Mr Sim, in not disclosing his interest in certain transactions, may have breached requirements under the Companies Act.

Jason Holdings' Catalist sponsor, Canaccord Genuity Singapore, has told the company that it believes both Catalist listing rules and the Code of Corporate Governance have been breached. The special committee said it plans to find an interim chief executive.

The SGX has invoked a rule that requires Mr Sim to obtain approval from the bourse operator before making any key appointments.
 
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aerobwala

Alfrescian
Loyal
PUBLISHED AUG 5, 2016, 8:26 AM SGT | UPDATEDAUG 5, 2016, 10:43 AM

EX-CEO BEING INVESTIGATED BY CAD​

SINGAPORE - The Commercial Affairs Department (CAD) is investigating Jason Holdings director Jason Sim Chon Ang and the company's wholly-owned subsidiary, Jason Parquet Specialist (Singapore), for a possible offence under the penal code, the company announced late on Thursday (Aug 4).

Mr Sim was interviewed by the CAD on Aug 1, and ordered to produce company documents and information for the period 2008 to 2016. He was ordered to surrender his travel documents on Aug 2.

Shares of Catalist-listed Jason Holdings, a timber flooring specialist, remain suspended.

An Ernst & Young (EY) report in May highlighted potential breaches of fiduciary duties in the management and administration of Jason Parquet. These included the unit having paid the hire purchase instalments of a car registered in the name of the wife of Jason Sim, who was then Jason Holdings' chief executive officer. In addition, when the car was reported stolen in October 2014, the balance of the insurance proceeds were not returned to the subsidiary after repayment of the outstanding loan.

As a result of the report, a special committee suspended Mr Sim as CEO. Mr Sim's brother-in-law, Mr New Sze Wei, who tendered his resignation on May 1, was also suspended as group operations director.

EY's report also said that Jason Parquet had made certain deposits and prepayments to other parties using trust receipts obtained from banks without supporting underlying goods. The firm had also obtained accounts receivable financing from different banks using progress claims with identical work descriptions and values at different times.

There were also discrepancies between the physical quantity of inventories and the records in the accounting system, and inadequate documentation to support the writing-off of inventories, while full physical stock counts were not conducted in recent years.
 

aerobwala

Alfrescian
Loyal
August 5, 2016 - Stanley Lim Peir Shenq, CFA



It is likely that not many investors know about Jason Holdings Ltd (SGX: 5I3). After all, even when the company’s share price peaked in 2015, it had a market capitalization of just S$130 million or so.

But, the story of Jason Holdings highlights one of the key risks when it comes to investing.

First, the tale

In mid-2015, Jason Holdings announced a massive rights issue. The company planned to issue one rights share for every two existing shares at a price that represented a 52.8% discount to the last transacted price just before the rights issue was made known. Most of the funds raised was to be used for acquisitions.

But on October 2015, Jason Holdings announced the termination of a Memorandum of Understanding (MOU) regarding the possible acquisition of a private company. The MOU was signed on 29 June 2015, the same day the aforementioned rights issue was announced.

Roughly a week after the MOU was terminated, Jason Holdings disclosed that its Chief Executive Officer and Executive Chairman, Jason Sim, had sold a huge block of the company’s shares in an off-market deal.

Just over a month after the off-market sale of shares happened, Jason Holdings announced that Sim had been served a High Court Writ of Summons by CIMB Securities (Singapore) Pte Ltd for a contractual dispute. At that time, Sim was to continue in his roles as both CEO and chairman. But, in December, Sim stepped down from his chairman role.

Then, on 4 January this year, it was announced that agreements for Jason Holdings to buy two companies had lapsed. In the same announcement, it was revealed that the aforementioned rights issue had been terminated too.

The big blow then came 10 days later on 14 January; an internal audit on Jason Holdings found potential material misstatements in the company’s financial reports. Operational lapses by the company’s management team were also uncovered. The company had requested for its shares to be suspended from trading on 13 January.

Jason Holdings’ internal audit announcement was followed by a series of law suits, which led to a winding-up application being made against the company’s key subsidiary, Jason Parquet Specialist, in June.

More was to come. Jason Holdings revealed yesterday that the Commercial Affairs Department (CAD) of the Singapore Police Force has started investigations on Sim.

An article from The Business Times had shed some light on the issues related to Sim and Jason Holdings. Here’s an excerpt:

"A report by EY on May 24 highlighted a number of potential breaches of fiduciary duties in the management and administration of Jason Parquet.

EY’s findings included deposits and prepayments made by Jason Parquet using trust receipts obtained from banks without underlying goods; accounts receivable financing from different banks obtained using progress claims with identical work values and descriptions at different times; discrepancies in inventories; and an improper hire purchase transaction involving a vehicle registered to Mr Sim’s spouse.”

Management risk

So, an internal report that found issues with Jason Holdings’ operations has led to multiple law suits against the company. And now, with the CAD‘s investigation, there is a possibility of fraud being involved.

What this shows is investors might still need to worry about management risk even when investing outside the S-Chips universe. In my opinion, this is something investors in Singapore tend to forget when investing.

Management risk is not something confined to just one group of companies. It can happen to any company. Moreover, unless we are deeply involved in the operations of the business, it would be hard for an outside investor to detect any mismanagement.

This is why it is very important for investors to always diversify. Operational lapses – or even frauds in the worst cases – can happen anywhere. It happened with Enron, it can happen with S-Chips, it can happen in government-linked companies, it can happen anywhere. As a rule of thumb, I say “Diversify, diversify, diversify.”
 

borom

Alfrescian (Inf)
Asset
Another blow to SGX and the reputation of the financial centre.
This year alone, PT Trikomsel Oke, Pacific Andes, China Fishery, Swiber and now Jason.
So easy to just issue rights and then default?
S Chips scandals no impact?
The MOF why so quiet?
 
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