by bertyeo » Thu Mar 12, 2009 8:52 am
Raffles Education (RLS):
* 29% owned Oriental Century (ORIC SP) announces its cash holdings are "substantially inflated".
* ORIC also says its financial statements may be "unreliable"
* ORIC's CEO Wang resigns
ORIENTAL CENTURY LIMITED
ANNOUNCEMENT – REQUEST FOR VOLUNTARY SUSPENSION OF TRADING IN SHARES
The Board of Directors (the "Board") of Oriental Century Limited (the "Company") wishes to provide
clarification on the circumstances leading to its trading halt commencing on 10 March 2009.
On 9 March 2009, the Chief Financial Officer of the Company ("CFO") was informed by KPMG, the
Company's auditors, that they had difficulties seeking the reconfirmation of the bank balance and that
there were doubts about the authenticity of a bank confirmation received earlier by KPMG. Mr. Wang
Yuean ("Mr. Wang"), the Executive Chairman and Chief Executive Officer of the Company, instructed
the CFO to defer the reconfirmation process until after the Board meeting that he had urgently
convened for 10 March 2009 just that day.
Later on that same date, the CFO advised the Audit Committee that he had serious doubts over the
existence of the actual bank balance held by the bank as at 31 December 2008. KPMG later informed
the Audit Committee that their follow-up audit enquiries with the bank indicated that the bank had no
knowledge of having issued the confirmation received by KPMG earlier and there was a significant
difference between the book and actual cash balance as at 31 December 2008.
On 10 March 2009, the Board was informed by Mr. Wang, that the cash and cash equivalents amount of
the Group of RMB 234,336,000 as reported on the Group's balance sheet set out in the unaudited
financial statement for the year ended 31 December 2008 announced by the Company on 24 February
2009 ("FY2008 financials"), was substantially inflated. Mr Wang had over the years inflated sales and
cash balances and had diverted unspecified sums to an interested party.He alleged that he had made
up fictitious accounting and related records to lead the directors, the CFO and the auditors to believe
that the cash were in existence.
Accordingly, based on Mr. Wang's statements, the Board has concerns that the FY2008 financials and
the Company's previous audited and unaudited financial statements may be inaccurate and unreliable.
The full extent of the impact on the Group's financial position is at present unclear. Mr. Wang did not
provide full details of or quantify the overstatements.
At the Board meeting on 10 March 2009, Mr. Wang tendered his resignation as Executive Chairman,
Director and Chief Executive Officer of the Company, and the Board accepted his resignation on 11
March 2009 and also appointed Mr. Lei Hua ("Mr. Lei"), the Chief Investment Officer of the Company,
as Acting Chief Executive Officer with effect from 10 March 2009. Separate announcements as required
pursuant to Rule 704(7) of the Listing Manual of the Singapore Exchange Securities Trading Limited
("SGX-ST") on the cessation of service of Mr. Wang and the appointment of the Acting Chief Executive
Officer, will be released by the Company shortly.
As the Company is unable to reasonably assess its financial position at the present time and given the
uncertainty surrounding the Group in the meantime, the Company has requested for the voluntary
suspension of the trading of the Company's shares on the SGX-ST.
The Board has tasked the CFO and Mr. Lei to travel as soon as possible to the People's Republic of
China ("PRC") where the Company's principal operations are located, to investigate the matter further,
to establish control over the Company's PRC subsidiaries, and to report back to the Board on a timely
basis as soon as material facts surface.
The Company will issue further announcements as soon as more information becomes available on the
matter and the situation of the Group becomes clearer.
The Board is concerned that the Group's ability to operate as a going concern may be in doubt, pending
clarity on the financials of the Group. The Board wishes to advise shareholders that the Company,
being an investment holding company with its main assets being interests in its subsidiaries in the PRC,
has limited funds at its disposal in Singapore.
In addition, as stated in the Company's prospectus in its initial public offering dated 22 May 2006, the
departure of Mr Wang with his experience in and knowledge of the education industry in the PRC could
have a material adverse impact on the Group's operations unless a suitable replacement is found.
BY ORDER OF THE BOARD
Lotus Isabella Lim Mei Hua
Company Secretary
"Die for something or Live for nothing"