Date: February 21, 2024
To: Chairman and members of the Board,
Chemical Industries Far East Limited
We refer to the company’s responses to queries from SGX RegCo and SIAS and shareholders posted on SGXNet on 18 Feb 2024. SIAS acknowledges and appreciates the company’s efforts in engaging with both the regulator and stakeholders.
As a follow-up enquiry, SIAS seeks to understand the outcome of the NC interviews with the shortlisted candidates and requests a timeline regarding the appointment of a new CEO. In addition, to help shareholders better understand the CEO-selection process, can the company clarify if the CEO-candidate would be required to go through a final round of interview with the entire board prior to his/her appointment?
Separately, in the company’s response to SGX RegCo, the company has stated that one floor of the group’s premises at 17 Upper Circular Road is being utilised as the administrative office of the group and Mr Lim utilises the office room within the administrative office solely for official company matters and does not use the premises as his ‘personal office’.
A visual inspection of the directory at the aforementioned address shows the following occupants that are on the fifth floor:
#1 – Chemical Industries (Far East) Ltd
#2 – Chin Hock Chiang & Co.
#3 – Eastern Rubber (Malaya) Pte Ltd
#4 – Juta Properties Pte Ltd
#5 – Kimia Trading Pte Ltd
#6 – S P Lim & Co Pte Ltd
The first entity in the list is the company itself while Juta Properties (#4) and Kimia Trading (#5) are subsidiaries within the group. Based on the company’s disclosures, S.P. Lim & Company Private Limited and Eastern Rubber Company (Malaya) Pte Ltd are entities owned by Mr Lim Soo Peng where he was the sole shareholder and sole director (See https://links.sgx.com/FileOpen/_20200817_CIL_Fm1_LSP_Att.ashx?App=Announcement&FileID=628283).
Separately, based on searches in ACRA’s system, the following companies also listed “17 Upper Circular Road #05-00 Juta Building Singapore 058415″ as their registered address:
– S. P. LIM & COMPANY PRIVATE LIMITED (UEN: 196100088Z)
– S. P. LIM HOLDINGS PTE. LTD. (UEN: 201835203K)
– S. P. LIM TRUST LIMITED (UEN: 201934972W)
– EASTERN RUBBER COMPANY (MALAYA) PTE LIMITED (UEN: 195800118E)
– ELYT INVESTMENTS PTE. LTD. (UEN: 201835206D)
– TLGC INVESTMENTS PTE. LTD. (UEN: 201835204C) (Struck off)
– CLYK INVESTMENTS PTE. LTD.(f.k.a) S. P. ONE PTE. LTD. (UEN: 201835207N) (Struck off)
– ALYC INVESTMENTS PTE. LTD. (UEN: 201835208E) (Struck off)
The first four companies have clear links to Mr Lim Soo Peng while the fifth (ELYT INVESTMENTS PTE. LTD.) is owned by him according to ACRA’s records. The three other companies that have been struck off also seem to be associated with Mr Lim Soo Peng.
1. SIAS would like to seek clarifications from the board regarding its statement that Mr Lim does not use the listed company’s premises as his ‘personal office’, which appears contradictory to the findings shown above. What was the board’s basis in making that statement? Otherwise, please also clarify how long this arrangement has been in place and whether the company’s premises will continue to be utilised by Mr Lim as the registered address for his private companies.
2. Would this be considered a private benefit received by the director and thus be considered as part of the director’s remuneration? Please explain.
3. In addition, it is noted that the company secretary, Ms Foo Soon Soo, also serves as the secretary of Mr Lim Soon Peng’s private company, S. P. Lim Holdings Pte Ltd (UEN: 201835203K), and possibly for some of his other companies as well. Is the board aware of this situation? Could this potentially be a conflict of interest?
4. Did Mr Lim seek to declare the utilisation of the office premises for his other personal companies to the Board of Chemical Industries Far East Limited? Similarly, the utilisation of Ms Foo to cover duties of Company Secretary for his other companies, was this declared and separate remuneration provided to Ms Foo in respect of the personal companies work? Was there a mixing of resources used for the listco with those of Mr Lim’s personal entities.
5. In addition, could the board clarify whether Mr Lim Soo Peng compensates Ms Foo Soon Soo separately, and out of his own pocket, for her services as the secretary of his companies or does the listed entity cover the fees for Ms Foo Soon Soo to act as the secretary of Mr Lim’s private companies?
6. Lastly, it is noted that the company’s responses were signed off by the company secretary on behalf of the board. Can all the board members, especially the independent chairman and the independent directors, clarify if they have reviewed and approved the company’s SGX announcements, including the response to SGX RegCo?
7. Who drafted the responses and what level of due diligence did the board undertake regarding the company’s announcements on SGX?
We should be appreciate your considered responses to the above queries in the interest of all shareholders.
David Gerald
Founder, President & CEO
SIAS
SIAS has noted that Chemical Industries has replied to our questions.
https://links.sgx.com/1.0.0/corporate-announcements/J6RPREWSGY9HY537/22ce153919acb71c35e7112f602abb07450c209752a38767ffbb4a6d09e857bb
