A report was filed regarding suspicious buy-back arrangements at pre-agreed prices.
The trustee-manager of Dasin Retail Trust filed an application under the Insolvency, Restructuring and Dissolution Act for a six-month stay on proceedings.
Under the application it filed, there will be no resolution for the winding up of the trustee-manager nor will there be proceedings or continued against it except with permission of the court and subject to such terms as the court imposes.
There will also be no appointment of a receiver or manager over any property or undertaking of the trustee-manager
In addition, there will be no enforcement order or other legal process, or the levying of any distress, against any property of the Trustee-Manager shall be issued, continued or executed without court permission nor will there be steps to enforce any security over any property of the trustee-manager, or to repossess any goods held by the trustee-Manager under any chattels leasing agreement, hire-purchase agreement or retention of title agreement shall be taken.
Finally, there will be no enforcement of any right of re-entry or forfeiture under any lease in respect of any premises occupied by the Trustee-Manager which includes any enforcement under section 18 or 18A of the Conveyancing and Law of Property Act 1886 be commenced or continued.
In a separate announcement, the board of directors of the trust lodged a report with the Commercial Affairs Department of the Singapore Police Force, the Monetary Authority of Singapore and Singapore Exchange Regulation Pte. Ltd. in connection with certain documents discovered in the office previously occupied by Wang Qiu, the former Chief Executive Officer of the Trustee-Manager.
The report states that the documents may relate to suspicious buy-back arrangements at pre-agreed prices in relation to units of the Trust entered into by parties connected with Zhang Zhencheng, a non-independent and non-executive director of the Trustee-Manager, and a substantial unitholder of the Trust and Zhang Zhongming, an alternate director which may have breached various provisions of the Securities and Futures Act 2001, including the following sections of the SFA,
The announcement said there were reasons to believe that Wang may have been complicit in the buy-back arrangements.
The board noted that SGX RegCo had previously written to certain directors, excluding the two mentioned, on 15 June and 15 August 2023 about public allegations that cornerstone investors in the Trust's IPO had buy-back arrangements with the trustee-manager. SGX RegCo requested confirmation on these claims, to which the trustee-manager responded on 19 June and 15 September 2023, stating that its directors and key management were unaware of any such arrangements.
On 2 May 2024, SGX RegCo requested additional confirmations, including whether the buy-back arrangements involved the two directors and Wang, their related parties, or associates. On 14 May 2024, Zhang Zhongming informed the Trustee-Manager that he and his alternate would respond separately to SGX RegCo. The majority of directors understood that, as of the report lodged with the CAD, MAS, and SGX RegCo, the two directors had not provided any follow-up response.
The majority directors and the management of the trustee-,anager intend to fully cooperate with the CAD, MAS, and SGX RegCo when needed.
The trustee-manager stated that both announcements reflect the views of the majority of the board, excluding the two directors in question, who are believed to have conflicts of interest.
The trustee-manager will provide updates to shareholders when any material developments arise.
