This is relation to the Board Meeting Minutes on 3 Aug 08(A-58) and Investment Committee Meeting Minutes on 5 Aug 08(A-113)
In the course of the court proceeding, the court evidence about the date of the meeting (refers to A-113) is actually an error because the meeting itself took place on 5 August 2008 but the meeting date of 29 July 2008 was on the minutes.
Recap of John Lam cross-examined by DPP on 06 August 2014
JL: No, I disagree.
DPP: Can I suggest to you, Mr Lam, that you were fully aware of all this falsification and deception.
JL: No.
Sharon: I disagree, your Honour.
Sharon: Your Honour, I disagree, because I believe that Mr Lam’s recollection is incorrect.
DPP: … I put it to you that since you had on your own admission, backdated the investment committee minutes to 29 July 2008, you had to continue the lie in paragraph 4.6 of these board minutes on 3 August, by making it look like the investment committee had already met before the board meeting on 3 August.
Sharon: Your Honour, I disagree, because for the 3 August 2008 board meeting, as well as the 5 August 2008 investment comm meeting, I did not just record it without submitting it for the board’s approval, your Honour. It was disseminated among the investment comm, it was disseminated among the board. Your Honour, if I recorded it wrongly, then it should be corrected.
Sharon: Your Honour, I disagree.
Recap of Chew cross-examined by DPP on 16 March 2015
Chew: No, your Honour. The reason for subsuming the $13m into the $18.2m was because Foong Daw Ching said that, otherwise, we have to disclose both bonds the old bonds, the $13m and the new bonds of $18m. It was more a disclosure issue. As I’ve said in my EIC all along, that it was really clear that Kong Hee doesn’t want the mode of financing through Xtron for the Crossover to be disclosed. So that was more a disclosure issue of the existence of those bonds, the Crossover bonds.
To me, at least, the impairment wasn’t the main reason for the subsuming of the bonds. The reason why it was subsumed $13m into $18m was because of the disclosure of the existence of the $13m bonds. So I don’t agree that the motivation was to avoid impairment, and, as I’ve said in my past EIC as well, to me, whether a two-year bond eventually gets rolled into five years or eight years or ten years is something that is very common in financial markets. The US government does it themselves they keep rolling over the bonds. So, as far as I was concerned, that wasn’t a motivation for the ABSA.
DPP: Witness, coming back to A-113 and what the investment committee was told regarding the Firna bonds, I put it to you that you did not inform the investment committee during this meeting about the underlying purpose for the Firna bonds, which was to finance Sun Ho’s music career.
Chew: Your Honour, I don’t have recollection of this investment committee meeting. I don’t have recollection of explaining Firna bonds to the investment committee itself, so I cannot answer this question, your Honour.
Recap of Tan Ye Peng cross-examined by DPP on 6 April 2015
DPP: I’m putting it to you, Mr Tan, that your evidence makes no sense because if, indeed, the board had already considered the investment committee’s input at its meeting on 3 August, and confirmed and agreed to the $18m Xtron bonds, then it would have been entirely superfluous to then record in the IC minutes of meeting for the IC meeting on 5 August that the IC went on to consider the $18m bonds on 5 August and agreed to bring it up to the board.
TYP: Your Honour, I disagree because when IC meeting on 5 August, they went deeper into the evaluation of the recoverability. And eventually bring it up to the board that they have done this evaluation.
DPP said that there is no mentioned in paragraph 4 about how the Investment Committee is going to further consider recoverability of the Xtron bonds. In fact, what is stated in paragraph 4.6 is that the IC has reviewed and approved the $18m Xtron bonds.
TYP: Yes, Your Honour, I can see from the minutes that there’s nothing stated, and 4.6 says that investment comm has approved.
DPP: Your explanation for these strange contradicts between A-113 and A-58 is essentially the same as Sharon Tan’s explanation, right? That the IC members were present at the board and that the IC, therefore, considered the $18m bonds at the board meeting itself, and that that discussion at the board meeting by the IC members is what is recorded in paragraph 4.6
TYP: No, your Honour. I actually don’t know what Ms Sharon Tan has said. I’m only stating that is what happens in our Board meeting, the investment comm members are present.
TYP: No, your Honour, I disagree. John Lam’s evidence is that the paragraph’s incorrect, but what I’m saying is it was never put to Mr John Lam whether the investment comm members were in the 3 August board meeting. And the fact is that the were there; we discussed this. So I disagree with Ms Chionh’s put.
In the course of the court proceeding, the court evidence about the date of the meeting (refers to A-113) is actually an error because the meeting itself took place on 5 August 2008 but the meeting date of 29 July 2008 was on the minutes.
Board Meeting Minutes on 3 Aug 08(A-58)
Para 4.6 – It was noted that the Investment Committee reviewed and approved that along with the bond agreement with Xtron (total of S$18m, 10 year convertible bonds) CHC have an option to buy Riverwalk at original cost.
Para 4.6 – It was noted that the Investment Committee reviewed and approved that along with the bond agreement with Xtron (total of S$18m, 10 year convertible bonds) CHC have an option to buy Riverwalk at original cost.
Investment Committee Meeting Minutes on 5 Aug 08(A-113)
Para 2.1- Sharon highlighted to the Committee that currently a total of $13m bonds were purchased from XPL. John Lam stressed that it is important to assess if XPL is able to redeem the bonds.
Para 2.3 -Eng Han has also proposed to the Committee to invest an additional of S$5.2m convertible bonds from XPL. In total, CHC will hold S$18.2m
para 2.4 - The investment committee reviewed calculations submitted by Xtron, discussed deliberated and unanimously agreed that Xtron has the capacity to redeem the bonds in ten year’s time.
Para 2.5 - The extension and new purchase of Xtron bonds will be brought up to the Board for approval
Para 2.1- Sharon highlighted to the Committee that currently a total of $13m bonds were purchased from XPL. John Lam stressed that it is important to assess if XPL is able to redeem the bonds.
Para 2.3 -Eng Han has also proposed to the Committee to invest an additional of S$5.2m convertible bonds from XPL. In total, CHC will hold S$18.2m
para 2.4 - The investment committee reviewed calculations submitted by Xtron, discussed deliberated and unanimously agreed that Xtron has the capacity to redeem the bonds in ten year’s time.
Para 2.5 - The extension and new purchase of Xtron bonds will be brought up to the Board for approval
| Dates | DPP’s position | Sharon’s evidence | John Lam’s evidence | Chew’s evidence | TYP’s evidence |
| 3 Aug 08 – Board meeting | When the board meeting was held, the IC had not yet met to review and approve the Xtron ABSA ($18m bond). | Sharon’s evidence on 24 Sep 2014 The IC meetng was present in the same meeting together with the board. The board approved the bond agreement. | John Lam’s evidence on 15 July 2014. The paragraph 4.6 was a mistake. What was recorded in para 4.6 did not happen on 3 Aug 08. |
Chew’s evidence on 16 Mar 2015. The investment comm members are the same members in the board. | TYP’s evidence on 6 Apr 2015. On 3 Aug we discussed about these investments and the investment comm members are board members, and they were there. |
| 5 Aug 08 –Investment meeting | This meeting IC then reviewed and approved the Xtron ABSA. | Sharon asserted that the Investment Committee met on 5 Aug with the intention to assess the recoverability of the $13m, including the new Xtron ABSA. | TYP asserted that the investment comm went into deeper evaluating this investment into Xtron for the purchase of Riverwalk |
Recap of John Lam cross-examined by DPP on 06 August 2014
DPP: So can I
suggest to you a simple explanation for why the investment committee
minutes of meeting, A-113 and the board minutes of meeting, A-58, have
these very strange, what you call, mistakes or wrong recording. Can I
suggest to you that you and your co-accused were planning to falsify
paper work to show the auditors that the church had assessed the Xtron
bonds to be a good investment before making the investment and before
the auditors asked and that was why the investment committee meeting
minutes are dated before the auditors’ query. Do you agree?
JL: No, I disagree.
DPP: Can I suggest to you, Mr Lam, that you were fully aware of all this falsification and deception.
JL: No.
Recap of Sharon Tan cross-examined by DPP on 24 September 2014
DPP: … you have
admitted that you backdated these minutes to 29 July 2008 because of Koh
Siow Ngea’s attendance. After he had been appointed an Xtron director,
you wanted to avoid the possibility of any related party disclosure as a
result of this. You said that was your reason for backdating. I would
suggest to you Ms Tan, you can agree or disagree, that at least one of
the reasons that you had for backdating the minutes, which the others
shared, because they agreed with these minutes being given to the
auditors, was to give the auditors the misleading impression that the
recoverability of the Xtron bonds had actually been carefully considered
by the IC even before the auditors requested to see an assessment.
Sharon: I disagree, your Honour.
<….>
DPP: … So I put it
to you, Ms Tan, that, based on what your own co-accused, Mr Lam has
said, that 4.6 of the minutes in A-58 is false, what is recorded there
did not happen on 3 August 2008.
Sharon: Your Honour, I disagree, because I believe that Mr Lam’s recollection is incorrect.
DPP: … I put it to you that since you had on your own admission, backdated the investment committee minutes to 29 July 2008, you had to continue the lie in paragraph 4.6 of these board minutes on 3 August, by making it look like the investment committee had already met before the board meeting on 3 August.
Sharon: Your Honour, I disagree, because for the 3 August 2008 board meeting, as well as the 5 August 2008 investment comm meeting, I did not just record it without submitting it for the board’s approval, your Honour. It was disseminated among the investment comm, it was disseminated among the board. Your Honour, if I recorded it wrongly, then it should be corrected.
<….>
DPP: I suggest to
you that, when we look at the email trial and we see how your falsely
backdated investment committee minutes were vetted by John Lam, sent to
Serina and then further sent by her to Ye Peng and Eng Han before they
were provided to the auditors, these other persons also had the same
intention as you, to give the auditors the impression that the church
had already assessed the bonds to be a good investment even before the
auditors raised queries. Do you agree or disagree?
Sharon: Your Honour, I disagree.
Chew: … regarding
this thing about whether bank loan was being told to the investment comm
or the board, your Honour, on the same exhibit, if you look at point
2.3 of the investment comm minutes says that: “Eng Han has also proposed
to the Committee to invest an additional of S$5.2m convertible bonds
from XPL. In total, CHC will hold S$18.2m..”
This already means, your Honour, that only $5.2m new bonds will be used to finance Riverwalk. So, by inference again, there has to be a bank loan. And, in this investment comm minute, investment comm meeting that’s going to be signed by the investment comm members, four of them are board members: Nicholas Goh, John Lam, Koh Siow Ngea and Martin Ong. So when they signed this minute, they would have seen that only 5.2million bonds is going to be issued to finance Riverwalk and therefore, there has to be a bank loan, and this is what I meant, your Honour, that it’s impossible to hide this bank loan thing.
This already means, your Honour, that only $5.2m new bonds will be used to finance Riverwalk. So, by inference again, there has to be a bank loan. And, in this investment comm minute, investment comm meeting that’s going to be signed by the investment comm members, four of them are board members: Nicholas Goh, John Lam, Koh Siow Ngea and Martin Ong. So when they signed this minute, they would have seen that only 5.2million bonds is going to be issued to finance Riverwalk and therefore, there has to be a bank loan, and this is what I meant, your Honour, that it’s impossible to hide this bank loan thing.
<….>
DPP: Really the
effect of entering into the ABSA and subsuming the $13m bonds under the
$18.2m bonds was to avoid the questions of impairment that had been
raised regarding the $13m bond and to kick the can down the road another
eight years under the new life span of the ABSA. Correct?
Chew: No, your Honour. The reason for subsuming the $13m into the $18.2m was because Foong Daw Ching said that, otherwise, we have to disclose both bonds the old bonds, the $13m and the new bonds of $18m. It was more a disclosure issue. As I’ve said in my EIC all along, that it was really clear that Kong Hee doesn’t want the mode of financing through Xtron for the Crossover to be disclosed. So that was more a disclosure issue of the existence of those bonds, the Crossover bonds.
To me, at least, the impairment wasn’t the main reason for the subsuming of the bonds. The reason why it was subsumed $13m into $18m was because of the disclosure of the existence of the $13m bonds. So I don’t agree that the motivation was to avoid impairment, and, as I’ve said in my past EIC as well, to me, whether a two-year bond eventually gets rolled into five years or eight years or ten years is something that is very common in financial markets. The US government does it themselves they keep rolling over the bonds. So, as far as I was concerned, that wasn’t a motivation for the ABSA.
<…Regarding Firna Bonds…>
Chew’s evidence is the investment committee members are the same members in the Board meeting. He doesn’t have any recollection of explaining Firna bonds to the investment committee meeting on 5 Aug 08.
Chew’s evidence is the investment committee members are the same members in the Board meeting. He doesn’t have any recollection of explaining Firna bonds to the investment committee meeting on 5 Aug 08.
DPP: Witness, coming back to A-113 and what the investment committee was told regarding the Firna bonds, I put it to you that you did not inform the investment committee during this meeting about the underlying purpose for the Firna bonds, which was to finance Sun Ho’s music career.
Chew: Your Honour, I don’t have recollection of this investment committee meeting. I don’t have recollection of explaining Firna bonds to the investment committee itself, so I cannot answer this question, your Honour.
Recap of Tan Ye Peng cross-examined by DPP on 6 April 2015
TYP: My position, or
my evidence is that on 3 August board meeting we discussed about these
investments and the investment comm members are board members, and they
were there. But, your Honour, I didn’t instruct anyone on how the
minutes are to be taken; I just trusted that the minutes were accurate.
All I’m saying is that this was already brought up to the board on 3
August.
DPP: I’m putting it to you, Mr Tan, that your evidence makes no sense because if, indeed, the board had already considered the investment committee’s input at its meeting on 3 August, and confirmed and agreed to the $18m Xtron bonds, then it would have been entirely superfluous to then record in the IC minutes of meeting for the IC meeting on 5 August that the IC went on to consider the $18m bonds on 5 August and agreed to bring it up to the board.
TYP: Your Honour, I disagree because when IC meeting on 5 August, they went deeper into the evaluation of the recoverability. And eventually bring it up to the board that they have done this evaluation.
DPP said that there is no mentioned in paragraph 4 about how the Investment Committee is going to further consider recoverability of the Xtron bonds. In fact, what is stated in paragraph 4.6 is that the IC has reviewed and approved the $18m Xtron bonds.
TYP: Yes, Your Honour, I can see from the minutes that there’s nothing stated, and 4.6 says that investment comm has approved.
DPP: Your explanation for these strange contradicts between A-113 and A-58 is essentially the same as Sharon Tan’s explanation, right? That the IC members were present at the board and that the IC, therefore, considered the $18m bonds at the board meeting itself, and that that discussion at the board meeting by the IC members is what is recorded in paragraph 4.6
TYP: No, your Honour. I actually don’t know what Ms Sharon Tan has said. I’m only stating that is what happens in our Board meeting, the investment comm members are present.
<……>
DPP: I’m putting it
to you, Mr Tan, that in view of the documentary evidence that we see,
your evidence that paragraph 4.6 of the board minutes correctly reflect
what happened at the board meeting on 3 August is a lie.
TYP: No, your Honour, I disagree. John Lam’s evidence is that the paragraph’s incorrect, but what I’m saying is it was never put to Mr John Lam whether the investment comm members were in the 3 August board meeting. And the fact is that the were there; we discussed this. So I disagree with Ms Chionh’s put.
<…DPP has not cross-examine TYP on the topic in relation to Firna Bonds yet…>
No comments:
Post a Comment