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  • Julie O'Connor

Open Letter - A Conflict Concealed by Power, Privilege, and Injustice in Singapore





This is a lengthy open letter, a summary can be found here


OPEN LETTER

24 September 2021


Lee Hsien Loong Kasiviswanathan Shanmugam Tharman Shanmugaratnam

Heng Swee Keat Lawrence Wong Shyun Tsai Chan Chun Sing Ong Ye Kung

c.c.

Pritam Singh Sylvia Lim Swee Lian Leong Mun Wai Hazel Poa


Dear Ministers,


1. I refer you back to the National Day Rally speech delivered on August 29, when the Prime Minister claimed it was “entirely baseless” that there is “Chinese privilege” in Singapore. Michael Kimmel wrote “Privilege is invisible to those who have it” and as an outsider looking in with years of experience in attempting to expose fraud in Singapore, I would argue that there isn’t just Chinese privilege in Singapore, but also Elite Privilege and Political Privilege. The latter, which you all enjoy, being the most powerful and the most dangerous if left unchecked.

2. I repeatedly raised serious concerns which I believe are in the public interest, not just for Singaporeans but also the international community. To use a DBS term, if “proper” investigations had taken place, yes it would have been embarrassing and awkward for some members of your government, but it would have been the right thing to do. I would remind you that it was you who promised that no cover ups would be allowed.

“When we discover wrongdoing, we do not hesitate to act. We will not allow any cover up, even when it is awkward or embarrassing for the Government”. “When this Government makes a promise, we mean it and keep it”.

3. Given your public declaration of no cover ups, I was both surprised and disappointed that after many years of raising red flags and interacting with various watchmen in Singapore in relation to serious concerns I had raised, I witnessed a system that was favouring and protecting an individual who was legally represented by a member of your political party. It was this which ultimately led me to send open letters to both the Chief Justice and the Attorney General.

4. In my open letters I was questioning if the same privilege I had seen used for the protection of a politically connected elite, could be abused, and used for the persecution of those who might oppose or expose those with the same privileges. As examples, I cited the cases involving Parti Liyani, Lee Suet Fern and Li Shengwu. Many had raised concerns over the background to these prosecutions including a Queens Counsel who stated that the findings of the Court of Three Judges were “legally unsound” and that it was a “serious error” of judgment to find Lee Suet Fern guilty of professional misconduct.

5. Terry Xu, the Editor of The Online Citizen shared my open letter which I had sent to the Chief Justice, I assume because he also believed it was of public interest. Terry subsequently had his laptop and mobile confiscated by the Singapore police and was interviewed by them. The AGC then asked that Terry apologise and remove the letter from the website. Terry refused to take down the letter and had contempt of court proceeding commenced against him on 19th August 2021. On 17th September 2021 IMDA forced the closure of The Online Citizen site. This action resulted in the above letter along with all the other articles being removed. No one from the Singapore Police or the Attorney General’s Chambers contacted me in relation to the open letters which I had sent to the Chief Justice or the Attorney General.

CONFLICTS


6. I have been raising serious concerns about the activities of the former MD of EZRA Holdings/Chairman Triyards Holdings Lionel Lee Chye Tek [“Lee”] in relation to the acquisition of the Singapore and Vietnam assets of Australian owned company Strategic Marine Pty Ltd [“SM”] since 2013.

  • Lee is a Singapore Public Service Medal holder and I believe was/is a major donor to the People’s Association.

  • Edwin Tong, the Second Minister for Law, would be conflicted in any investigation undertaken as Lee was his client at Allen & Gledhill.

  • Lucien Wong, the current Attorney General would be conflicted as he was head of Allen & Gledhill at the time of the events and his partner Christina Ong is the current joint head of Allen & Gledhill.

  • Lucien Wong sits on the Board of the Monetary Authority of Singapore [“MAS”], his partner Christina Ong sits on the Board of OCBC (Ms. Ong has stood down from the OCBC Audit Committee)

  • DBS and OCBC would be conflicted as Lee is/was an influential client of both banks and they were heavily financially exposed to Lee’s crumbling empire

  • Lee sits on the SGX Listings Advisory Committee, and the Chairman of that Committee is the Audit Committee Chairperson of DBS.

Undoubtedly, there will be more conflicts in addition to those which I have highlighted above.


7. It is understandable that it would be impossible for any leader to know every minor detail of an organization's or government’s activities, but I assume when you made the promise of no cover ups, you trusted your party members, regulators, GLCs, and others, to do the right thing. You were comfortable with your risk management and compliance processes, including monitoring and reporting, that the integrity of the system was maintained, and no cover ups would be allowed. It would be an equitable and just system of governance, which would lead to an equitable system of justice in Singapore.



THE ACQUISITION

8. The background to Lee’s acquisition of Strategic Marine Pty Ltd [“SM”] has been described as akin to reading something out of a John Grisham novel. I will try and condense the events of the past eight-years as much as possible.

  • There were allegations that SM documents had been delivered to Lee’s office in Singapore and returned with forged signatures affixed, shown as having been witnessed by Lee’s personal assistant. The signatures were affixed on behalf of an entity which had been struck off eighteen months earlier and which was legally unable to enter into any agreements.

  • The now former CEO of SGX listed KTL Global Tan Kheng Yeow [“Tan”], an acquaintance of Lee, would be shown as the option holder/power of attorney to acquire SM, in what was described as a “sham” transaction. This option deed was used to give the impression that Tan and not Lee/Triyards was to acquire SM for $7, even though lawyers referred to the proposed acquisition as a Triyards transaction!

  • Tan’s irrevocable option deed to acquire SM was never going to be exercised, it was always destined for the shredder and to be replaced with the Triyards option deed. It was part of a conspiracy to defraud a SM shareholder and was to aid the manipulation of the share price of SGX listed Triyards via this linked transaction. If the linked acquisitions had not been frustrated, I have little doubt that insider trading would have taken place as had been discussed. Of note, Tan was subsequently charged with cheating and false trading in an unrelated matter.

  • Allen & Gledhill should address if they drew up the option deeds for both Triyards and Tan, as both option deeds included that completion was to take place at the Singapore offices of Allen & Gledhill. It is also unclear if Allen & Gledhill represented Lee, Tan, EZRA and Triyards; and if they were aware of the plans for the “linked” acquisitions.

  • After allegations of forged signatures on SM documents frustrated the Tan/Lee/Triyards plan, and an independent valuation of SM was requested, a DBS letter would arrive threatening to foreclose on SM Singapore if they didn’t introduce a new investor.

  • The DBS letter arrived within a week of the BDO valuation of A$34M – A$42M being received. DBS was fully aware that the prospective purchaser of SM was their influential client Lee, acting on behalf of Triyards. They also knew of Tan’s option deed. There was no other new investor.

  • The effect of the DBS letter was swift, as within a week, the A$34M – A$42M valuation was decimated down to A$1.17M – A$3.26M. Triyards would then attempt to acquire SM for the pre-planned figure of A$1.265M. This being after the SM Constitution had been amended with the same DBS letter. The Singaporean Power of Attorney might have believed that retroactively amending a constitution to remove the pre-emptive rights provision to defraud a shareholder was legal in Singapore. In Australia it is not. So, Lee/Triyards had to go back to the drawing board.

Two business days after threats of a million-dollar lawsuit failed to force the sale of shares to Lee, the first DBS letter would be purportedly sent.


One week after a valuation was received which valued SM at A$30M – A$40M above the A$1.265M that Triyards planned to pay, the second DBS letter would be sent.


Then just days after Triyards A$1.265M acquisition attempt was thwarted due to the legally invalid attempts to amend the SM Constitution, threats were made that the SM Singapore and Vietnam assets would be stripped from the Australian parent company. This would be a sham transaction to circumvent the problems caused by the allegations of forgeries.


  • Following the threats, it came as no surprise when allegations were made that OCBC had frozen the banking facility of SM Vietnam, and DBS threatened to do the same with SM Singapore. This caused SM Vietnam to be insolvent and SM Singapore to be close to.

  • The SM lawyer claimed that SM Australia was left with no choice but to sell both assets to Lee/Triyards, although the SM lawyer could not confirm if or why DBS and OCBC were taking the actions being alleged of them. OCBC and DBS should confirm whether they did take the actions which were alleged or whether they were unknowingly implicated in a conspiracy to defraud.

  • After Lee/Triyards had acquired the SM assets due to the pressure purportedly exerted by DBS and OCBC, evidence would come to light that SM had made a NPAT of over A$15M, the DBS and OCBC bank loans had been paid down, the SM subsidiaries had significant cash in the bank and were building boats for stock. BDO had even increased the valuation of SM from A$1.17M – A$3.26M to A$46.3M – A$63.6M, which made no sense if both subsidiaries were insolvent or close to insolvency and DBS was threatening to foreclose!

  • DBS and OCBC would later use the SM assets as part of collateral for EZRA loans.


THE WRIT


9. Following Lee/Triyards acquisition of the SM assets, a writ was served on two subsidiaries of EZRA Holdings. I was named in the statement of claim, which referred to the alleged forged signatures on the SM documents and the misappropriation of shares. The plaintiff wrote and told me that - after attempts by the defendants to have any reference to the forged signatures removed from the writ failed, and faced with the prospect that Lee’s personal assistant would be forced to testify as to who she witnessed affixing the signatures - Allen & Gledhill had facilitated a financial incentive of A$3.6M on behalf of Lee. This agreement would lead to the retraction of the writ.

  • Unlike the other parties to the agreement, I had no shares to sell, nothing but my evidence, letters of retraction and silence. However, for Lee to agree to purchase my husband’s shares in SM which had been left worthless due to the stripping of the assets by Triyards, I had to agree to issue letters of retraction of complaints I had made to DBS, SGX, Lee, Lee’s personal assistant, Triyards AC, Triyards board members and many others. I also had to agree to handover hard and soft copy evidence to Lee.

  • Despite an Allen & Gledhill lawyer claiming that if the writ were made public, there would be “fireworks” in Singapore, the market was never made aware of the writ.

  • Shortly after the writ was retracted, EZRA Holdings would undertake a US$300M Rights Issue with DBS as joint underwriter. EZRA Holdings would also sign an MOU to enter the US$1.25Bn EMAS Chiyoda JV. The JV would collapse within 12-months, leaving many facing significant financial losses, not least of which were Chiyoda and NYK.

Soon after, EZRA Holdings would enter Chapter 11, with DBS and OCBC facing the largest financial exposures.


10. NUS Associate Professor Mak Yuen Teen wrote an excellent series of five-articles in relation to the lead up to the collapse of the EZRA Group titled EZRA and the Tri-tanic , although he clearly did not know what I know. Even from this publicly available information, there were clearly red flags waving furiously in relation to the EZRA group.

11. Where were the board members, regulators, financial institutions, and your promises of no cover ups? In addition to the serious issues which I had raised which included allegations of forgeries, undisclosed writ, financial incentives for a pattern of fraud to be hidden, dubious DBS letters etc, there was arguably a failure to disclose material information on a timely basis, false or misleading disclosures, insider trading, failure to disclose interests in transactions, and failure to discharge directors’ duties. There are serious questions to be asked relating to the timing of the US$300M Rights Issue, the disastrous EMAS-Chiyoda US1.25Bn JV and the accuracy of information investors were given before being lured into buying notes, convertible bonds and shares of the companies.

12. With many facing significant financial losses, I believe the Ministers need to question the Boards of EZRA Holdings, EMAS Offshore, Triyards, DBS and OCBC, and the regulators.


DUBIOUS DBS LETTERS


13. Many will have seen me speaking up about the two DBS letters which were used to wipe between A$30M – A$40M off the valuation of Australian owned Strategic Marine, prior to an acquisition attempt by Triyards of which Lee was Chairman. More detail about the background to these letters and the numerous investigations undertaken into their authenticity is contained in this Open Letter which I sent to the DBS Board.


Having previously worked at SM Singapore, I firmly believe that the first of the two DBS letters was doctored from a letter sent by DBS to SM Singapore a year prior to the date shown on it. Inconsistencies and errors included but are not limited to:

  • The letter refers to itself in two sections as being the Fourth Supplemental letter, which was sent to SM Singapore a year earlier. This letter was supposed to be the Sixth Supplemental letter.

  • Many months prior to DBS sending the letters, Strategic Marine Pty Ltd had changed its legal name to Henderson Marine Base Pty Ltd. The SM Directors had requested the name change and had been using the new company name. Therefore, it made absolutely no sense that they would revert and sign a Corporate Guarantee with DBS under the previous company name.

  • There were US and UK spelling in the letters. I am aware that DBS Singapore uses the UK spelling of “endeavour” for example, not “endeavor” as contained in the letters.

  • DBS were requesting that the SM Directors guarantee to maintain a minimum consolidated tangible net worth of A$12M from a date 12-months prior to the date of the letter.

  • There were duplicate bullet points, a missing bullet point and reference to an incorrect bullet point.

  • There were no file references on the letters, when previously even draft correspondence sent to SM Singapore included file references. There was no DBS return address, telephone number shown. The paper reference number was still showing at the bottom of the letters, so this missing information had not been cut off due to scanning.

  • The second letter appears to contain a forged signature and the sender uses a different job title to that in earlier letters. Also, the letter makes reference to a deadline date some 90-years in the future i.e. transposed date.

The letters were below par for DBS

In addition to the above:

  • An eminent Australian forensic document analyst, who undertakes work not just for local law enforcement but also for overseas agencies, stated that the DBS letter lacked credibility. A former employee of DBS Financial Crime stated the same.

  • A senior DBS VP involved with the SM Singapore account said that she was aware that Lee was struggling to complete the acquisition due to legal difficulties, but she had no knowledge of the DBS letters threatening foreclosure.

  • Prior to Lee completing the transaction, Australian lawyers Minter Ellison wrote to the DBS MD Head DBS Legal, Compliance and Secretariat and explained what the two purported DBS letters had been used to achieve and raised serious concerns. The most senior legal person in DBS was asked to authenticate the letters and confirm that the sender had been authorised to send them.

  • DBS took eight weeks to respond, during which time Lee/Triyards would complete the acquisition of the SM assets. When DBS did finally respond to Minter Ellison, they would refuse to answer any of the questions, including whether the letters had been sent by DBS.

  • You will note from my Open Letter to the DBS Board that the investigations into the authenticity and background to the DBS letters stretched 18 months, over an almost six-year period. I had spent over 10 years in the UK banking system, some of that time working within their legal department and there was something not right with the DBS letters and more importantly not right with the DBS investigations.

  • Aside from DBS Legal who refused to authenticate the DBS letters, the letters were investigated by two DBS MD Groups Heads of Financial Crime and the DBS Company Secretary. Both (Western expat) MD Groups Heads of Financial Crime left their roles in 2017 and 2018 and the DBS Company Secretary was transferred and replaced by his assistant in 2018.

  • The DBS Board then engaged an external law firm, Wong Partnership, to liaise with me. I fail to understand why the Managing Director, Head Group Legal, Compliance & Secretariat who reported to the DBS CEO, and had supervised the three former employees above, was not asked to provide the findings of his former employees.


Wong Partnership would state the following:

  • The Bank Letters conformed to the file copies which were issued on those dates, including (any) typographical errors;

  • The Bank Letters were issued by DBS Bank in accordance with its internal processes;

  • The Bank Letters reflected DBS Bank’s position in relation to their respective contents;

  • There is no evidence of any of DBS Bank’s employees having acted inappropriately in relation to the issuance of the Bank Letters; and

  • There is no evidence that the timing of the issuance of the Bank Letters was influenced by anything other than DBS Bank’s ordinary interactions with a borrower in the ordinary course of business.

  • The above responses sufficiently address your queries as to whether the Bank Letters were “authentic in content and origin” including the dates on which they were sent.


14. If the above had been the findings of the employees who had investigated the DBS letters, why did DBS Legal refuse to provide the same findings to Minister Ellison prior to Lee/Triyards acquiring the assets in 2014? Why didn’t the former DBS MD Group Heads of Financial Crime state the same prior to leaving their roles in 2017 and 2018? I reached out to the second DBS MD Group Head of Financial Crime who I believed was serving out his notice, after a mere 12 months in the role. I told him that I had concerns over the findings provided by Wong Partnership as they did not match what he had shared with me. Within days, Wong Partnership reached out to me and stated:

Should you choose to disclose our correspondence with you to any third parties without our client's consent, our client will take such further action as it deems fit and necessary to protect its interests without any further reference to you.”

15. The purported findings provided to me by Wong Partnership should not have been any surprise to either of the former MD Group Heads of Financial Crime if they were true. Wong Partnership never sent the findings as marked private and confidential or with any disclaimer that they could not be shared. Given I had been repeatedly publicly raised concerns about the authenticity of the DBS letters, you would think that DBS would be encouraging and not threatening me to make the findings public. Unless of course someone could come forward and refute the information which had been provided by Wong Partnership.

16. A former MD of a Singapore GLC heard about my story, and such was his concern that something was amiss, he reached out to DBS. Meetings were held in London and Singapore, which resulted in the suggestion that another party make a submission to DBS SpeakUp (whistleblower program) claiming collusion within DBS. The offer came with a condition that no reference could be made to the authenticity of the DBS letters and the whistleblower had to agree to accept the findings which Wong Partnership had provided to me, even though I was supposedly not to disclose them to any third-party.

17. Over the next seven months, we didn’t see a team that was looking for the truth. The process appeared to be a whitewash towards a predetermined conclusion to protect DBS. DBS SpeakUp and DBS Legal, Compliance and Secretariat were asked to provide the same findings to the whistleblower as Wong Partnership had provided to me and they refused to do so.

18. The DBS SpeakUp submission was sent through Deloittes and a reference number was provided. However, the final report was not received via the DBS SpeakUp system and contained no DBS SpeakUp reference, as I understand should be the process. It appeared to be DBS Legal, Compliance and Secretariat investigating their own shortcomings, when it was that same department which had initially refused to authenticate the two DBS letters in 2014. When an in-house team investigates and questions its own colleagues, there is a risk this will lead to a bias when concluding findings. This appeared to be the case at DBS.

19. Believing that the DBS whistleblower program had been compromised, I asked the Monetary Authority of Singapore, who was responsible for auditing the whistleblower process. MAS advised that it was either the PWC Partner in Charge of the DBS Audit or the DBS Audit Committee. I have reached out to two successive PWC Partners in Charge expressing my serious concerns. One has resigned when I attempted to follow up with her, and her successor’s email address is no longer working. The DBS Audit Committee Chairperson did not respond.

CONCLUSION


20. We have seen the devasting impact on businesses and investors when forged letters or documents are used, for example in the collapse of Wirecard, Hin Leong etc. If banks protect their influential clients by refusing to authenticate letters or documents in a timely manner, they are putting both investors and their own reputation at risk.

If DBS Legal, Compliance and Secretariat had responded to Minster Ellison with Wong Partnership’s findings and they were found to be true, what would have happened? Probably not a lot.

However, if DBS Legal, Compliance and Secretariat had admitted to Minster Ellison that the two DBS letters were not authentic or had been tampered with, what would have happened?

  • Minter Ellison would have notified the Australian Major Fraud Squad

  • The conspiracy to defraud would have been exposed.

  • The authorities in Singapore would have been advised of the fraud

  • The SM minority shareholder would have been given the shares of SM as per his legally exercised pre-emptive right

  • Triyards would not have acquired the SM assets in Singapore and Vietnam

  • DBS and OCBC would not have been able to use the SM assets as collateral for EZRA Holdings loans

  • The EZRA Group possibly would have collapsed a lot earlier than it did, maybe even prior to the US$300M Rights Issue and the EMAS Chiyoda US$1.25Bn JV

To prevent the above happening, did someone at DBS climb on the back of a tiger and cover up a fraud by refusing to authenticate the DBS letters prior to Lee completing the acquisition?

DBS was seen for a second time exerting pressure over SM Singapore when the latter was stripped from Triyards prior to PwC Judicial Managers being appointed. The former CEO of Triyards is once again in charge of that asset, even describing the prior 18-months as exciting when Triyards was being placed under Judicial Management. With many of the former Triyards employees moving with the CEO and market talk in Singapore being that Lee is involved in this new entity, I believe EZRA and Triyards investors and stakeholders deserve to know if DBS sold SM Singapore to an entity which is associated with Lee? Also, if this entity was sold to conceal evidence and protect DBS, Lee and others?


The Board of DBS Bank must be held to account. They should explain why DBS refused to authenticate the two purported DBS letters prior to Lee/Triyards completing the acquisition and why the bank did not want the authenticity of the letters made public? Why were DBS Group Company Secretaries investigating the authenticity of letters and authoring responses to whistleblower reports?


What some have described as a massive cover up should be of serious concern to you as a government, as it should be for Singaporeans and foreigners who may find themselves trying to expose the errant activities of other privileged individuals in Singapore.

As Kathleen Parker wrote “People in positions of power and privilege have a duty to perform at a higher level. If not them, then who? IF you do not walk your talk and instead choose to protect those with privilege then:


  • You should refrain from misleading investors by claiming that Singapore has a zero tolerance to corruption and criminal activities; and does not allow cover ups, and

  • The Attorney General and Chief Justice should keep that in mind in any prosecutions where it is suggested that corruption exists in the upper echelons.


This is not about foreign influence in Singapore laws, it’s about the violation of Singapore laws which in this case has affected both local and foreign investors, and my family.


Yours sincerely


Julie M O’Connor (Mrs)


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AUTHENTIC SIGNATURES



ALLEGED FORGED SIGNATURES


BARBARA ONG COULD NOT HAVE WITNESSED LAU SIGNING THE DOCUMENTS AS HE DIDN'T. WHO DID BARBARA WITNESS AFFIXING THE SIGNATURES?


WHO SIGNED TO MISAPPROPRIATE THE SHARES BY FRAUD?


WHO WAS OFFERING A$3.5M - A3.6M FOR THE DOCUMENTS CONTAINING THE ALLEGED FORGED SIGNATURES TO BE RATIFIED/ENDORSED?


WHY DID COMPLAINTS MADE TO DBS, SGX, ETC AND THE WRIT SERVED ON TWO SUBSIDIARIES OF EZRA HOLDINGS HAVE TO BE RETRACTED IN RETURN FOR A FINANCIAL INCENTIVE PAYMENT?