2. On 18 November 2019, AEHL announced that a creditor had declared the entire principal sum of US$64 million owed by the Group as immediately due and payable, following the Group’s default in the partial repayment of a loan (the “Announcement”). The principal sum demanded by the creditor represented approximately ten times the value of current assets held by the Group as of 30 June 2019. After the Announcement, trading of AEHL’s shares was immediately suspended.
3. Mr Ang was a non-executive director of AEHL at the material time. By virtue of his position, he knew of the Group’s failure to make repayment. Further, Mr Ang knew that in accordance with the loan agreement, the creditor had a right to demand immediate payment of the entire principal sum when the Group defaulted on its repayment.
4. On 13 November 2019, while in possession of such non-public, material information, Mr Ang sold 2,413,300 AEHL shares held in his parents’ trading accounts. By selling the shares ahead of the Announcement, Mr Ang’s parents avoided losses of approximately S$54,900.
5. Mr Ang admitted to contravening the insider trading provision under section 218(2)(a) of the Securities and Futures Act and has paid MAS the civil penalty without court action. Mr Ang has also given a voluntary undertaking not to be a director or be involved in the management of a company for a period of two years2.
6. The civil penalty action against Mr Ang is the result of a joint investigation conducted by the Commercial Affairs Department of the SPF and the MAS, following a referral by the Singapore Exchange Regulation Private Limited.
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- AEHL is now known as Alpha DX Group Limited.
- Except for any company that may be excluded with MAS’ consent.
Additional information
(A) The civil penalty regime
A civil penalty action is not a criminal action and does not attract criminal sanctions. The civil penalty regime, designed to complement criminal sanctions and provide a nuanced approach to combat market misconduct, became operational at the beginning of 2004.
Under section 232 of the SFA, MAS may enter into an agreement with any person for that person to pay, with or without admission of liability, a civil penalty for contravening any provision of Part 12 of the SFA. The civil penalty may be up to three times the amount of the profit gained or loss avoided by that person as a result of the contravention, subject to a minimum of $50,000 (if the person is not a corporation) or $100,000 (if the person is a corporation).
(B) Insider Trading under Section 218(2)(a)
Section 218(2)(a) of the SFA prohibits a person who is in possession of materially price-sensitive information concerning a corporation (to which the person is connected), which the person knows is materially price-sensitive and not generally available, from (whether as principal or agent) subscribing for, purchasing, selling, or entering into an agreement to subscribe for, purchase or sell those securities of that corporation.
