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发表于 10-4-2012 15:51:14|来自：新加坡
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SINOTEL TECHNOLOGIES LTD.
(Incorporated in Singapore)
(Company Registration Number: 200614275R)
(1) UNAUTHORISED PURCHASE PAYMENTS
(2) APPLICATION FOR EXTENSION OF TIME TO HOLD ANNUAL GENERAL MEETING ("AGM") FOR FINANCIAL YEAR ENDED 31 DECEMBER 2011 ("FY2011")
1. The Board of Directors (the "Board") of Sinotel Technologies Ltd. (the "Company", together with all its subsidiaries collectively known as the "Group") wishes to announce the following:
(i) In end March 2012, the Company’s auditors, Baker Tilly TFW LLP (“Auditors”) highlighted to the Company that they are unable to complete certain procedures relating to the purchase of 4G research and development equipment and software of one of the Company's subsidiaries, Xbell Union Communication (Beijing) Co., Ltd (the "PRC Subsidiary") based in the People's Republic of China ("PRC");
(ii) The Company immediately conducted an investigation between end of March to 7 April 2012 on the matter, and the findings from the investigation indicate that there have been unauthorised purchases carried out between June to December 2011 for 4G research and development equipment and software amounting in aggregate to approximately RMB105.4 million (the "Purchase Amount");
(iii) The unauthorised purchases relate to the following items presented in the financial statements (as at 31 December 2011) under the following captions:
Non-current assets
- Fixed assets - RMB31.7 million
- Intangible assets - RMB31.2 million
Current assets
- Other receivables - RMB42.5 million (being advance payment made to supplier)
(iv) The unauthorised purchases were conducted fraudulently by an employee named Wang Yuxiao ("WYX", being the person in charge of the purchase of 4G research and development equipment and software in the PRC Subsidiary) and 2 other accomplices from the finance department;
(v) WYX and his accomplices had fraudulently and without authority from the Board made unauthorised payments of the Purchase Amount;
(vi) the PRC Subsidiary had reported the matter to the local PRC public security bureau; WYX was detained and his accomplices are assisting in investigation; and
(vii) the Group had on 9 April 2012, together with the assistance of the local PRC public security bureau, successfully recovered approximately RMB16.4 million from WYX and his accomplices, and as the local PRC public security bureau has managed to trace the whereabouts of the balance amount, the Group expects to recover the balance of approximately RMB89.0 million by 30 April 2012.
2. The Board confirms that to the best of their current knowledge:
(i) This is an isolated incident confined solely to the PRC Subsidiary, and that none of the Group's other subsidiaries and entities are affected by this incident; and
(ii) This incident will not have any material adverse impact on the Group's cash balance, assets or financial position, save for (a) the re-classification of the fixed assets of RMB31.7 million and intangible assets of RMB31.2 million from non-current assets to current assets (as described in paragraph 1(iii) above), (b) the pending recovery of the balance of approximately RMB89.0 million as afore-mentioned, and (c) depending on the recoverability of the balance of RMB89.0 million, the Company may have to assess if there is a need for any impairment loss or allowance for any
uncollectible amount. The Company will be in the position to determine the appropriate accounting treatment of the said items after the Auditors have completed their audit.
3. Pending the completion of the formal investigation by the local PRC public security bureau, the Audit Committee has put in place the following measures to safeguard the Group's assets, reinforce the Group's existing control procedures, and to ensure the continuing smooth operation of the Group's business:
(i) the Group has temporarily ceased all further purchase orders for 4G research and development equipment and software, and the Group’s daily operation of its wireless network business remain unaffected;
(ii) the Company is working closely with the Auditors to provide all necessary additional accounting and other records so that the Auditors can complete their audit process as soon as practicable;
(iii) the Company is seeking legal advice on all relevant legal and compliance matters to protect the interest of the Company under the circumstances; and
(iv) the Company shall undertake a detailed examination of its internal control procedure so as to strengthen all weakness areas which may have contributed to the occurrence of the events in this case.
4. In order for the Auditors to complete the audit on the Group’s financial results for FY2011, the Auditors would need to perform additional procedures and tests on the relevant accounting records of the Group, and hence the Company expects a delay in both the finalisation of its Annual Report for FY2011 and the convening of the AGM.
5. The Company will be making applications to the SGX-ST as well as to the Accounting and Corporate Regulatory Authority ("ACRA") to seek their respective approvals for extension of time beyond the end of April 2012 to hold its AGM in respect of FY2011 pursuant to Rule 707(1) of the SGX-ST Listing Manual.
6. The Board further confirms that, to the best of their current knowledge, and save as disclosed in this announcement, as follows:
(i) Nothing has come to the Board’s attention which would render the Group’s affairs to be unknown or unascertainable, and
(ii) There is sufficient information in the public for trading of the Company’s securities to continue.
7. The Company will make the necessary follow-up announcements once there is further development.
By order of the Board
Jia Yue Ting
Executive Chairman
10 April 2012 |
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