SGX RegCo Requires Regulatory Clearance On The Appointment Of Mr. Cao Shixuan, Former Director Of ecoWise Holdings Limited

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Singapore Exchange Regulation (SGX RegCo) refers to the Notice of Compliance issued to ecoWise Holdings Limited on 25 June 2021 and the company’s announcement dated 28 March 2024 on the findings of the special audit by the special auditor, Ernst & Young Advisory Pte Ltd (“EY”). EY reports the findings directly to SGX RegCo and the company’s relevant sponsors during the relevant period. 

Background 

On 14 June 2021, the company announced the group’s financial results for the half-year ended 30 April 2021 (“1HFY2021 Results”). The announcement indicated that the Chief Executive Officer and Executive Chairman, Mr. Lee Thiam Seng (“Mr. Lee”) did not agree to the release of the 1HFY2021 Results and therefore, did not provide his confirmation on the accuracy of the financial statements as required under the Listing Rules. SGX RegCo queried the company on the announcement on the same day. 

On 15 June 2021, the company requested for a trading halt (which was subsequently converted into a trading suspension) as the directors could not unanimously agree and finalise their response to SGX RegCo. The company subsequently announced on 25 June 2021, among others, that Mr. Lee had concerns over certain transactions and their impact on the group’s 1HFY2021 Results due to insufficient information provided to him by the finance team.

In light of the above developments, SGX RegCo directed the company, among others, to (i) commission its statutory auditor from RSM Chio Lim LLP (“RSM Chio Lim”) to perform an audit of its 1HFY2021 Results and (ii) appoint a suitable independent special auditor to look into the transactions raised by Mr. Lee, and the corporate governance of the group. EY was appointed as the special auditor on 27 August 2021. 

RSM Chio Lim’s audit findings suggested that the group had PRC-incorporated subsidiaries that were not consolidated with the group and there were transactions between the group and an entity called Hong Kong Chen Bang Investments Ltd (“HK Chen Bang”), purportedly associated with the Group’s former Executive Director and Deputy Chief Executive Officer, Mr. Cao Shixuan (“Mr. Cao”). EY was therefore directed by SGX RegCo to expand the scope of the special audit to include transactions undertaken by the unconsolidated entities as well as with HK Chen Bang (the “Expanded Scope”). 

Findings from EY’s Special Audit...

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