by Ganesh Sahathevan
Promises of rewards on earth and in heaven by their pastor, former OUE CEO Thio Gim Hock may have led City Mission Kallang members into the Cellos financial disaster- Church members may be able to recover losses from all involved, including pastor and property tycoon Thio's estate
As previously reported on this blog:
This recent decision of the Singapore High Court should cause Singapore company directors to want to consider resignation despite the prestige and perks they enjoy. It should be of even greater concern to Australian directors of Singapore companies, for they would be used to the lower expectations under Australian law of non-executive directors:
64 First, I did not consider the proper approach to be to focus on whether Dr Goh’s proper designation was that of an executive or non-executive director at any given time. A director’s particular designation is not determinative or conclusive of the role that he plays in the company. Rather, the content of a director’s duty is determined by the involvement, responsibilities or functions he undertakes. Put simply, the focus is on substance rather than form.
65 The second point is that, regardless of whether Dr Goh was in form or substance an executive or non-executive director of IPP, the fact would remain that he would be subject to a “minimum objective standard of care which entails the obligation to take reasonable steps to place [himself] in a position to guide and monitor the management of the company” (see the Court of Appeal decisions of Ho Yew Kong at [137] and BIT Baltic Investment & Trading Pte Ltd (in compulsory liquidation) v Wee See Boon [2023] 1 SLR 1648 (“BIT Baltic”) at [56]). Thus, even if Dr Goh were to succeed in his attempt at downplaying his role in IPP, he could not escape a duty to maintain a minimum degree of awareness and oversight.
(Excerpt from judgement Inter-Pacific Petroleum Pte Ltd (in liquidation)v Goh Jin Hian [2024] SGHC 17 )
This blog has also alerted victims of the Cellos financial disaster in Singapore to the avenues they may have against Singapore director Constance Peck, and others named in a decision of the Federal Court Australia
In CellOS Software Ltd v Huber, Federal Court of Australia, 20 December 2018, the Court held:
1046. In summary and based on the factual analysis set out above, CellOS has not made out its case against the Pecks and Mr (Melvin) Tan concerning the requisite knowledge necessary to establishing accessorial liability.[621]
1047. In my view, the Pecks and Mr Tan lacked actual knowledge of or relevant to the following matters. Moreover, I am not prepared to infer actual knowledge of such matters from a lesser constructive knowledge foundation or reckless indifference.
Australian courts have adopted a criminal standard of proof , that is proof beyond a reasonable doubt, even in civil cases such as Cellos where the practice has been proof on a balance of probabilities. Singapore's courts are likely to have stayed with the latter, and hence it may still be possible for Cellos investors to pursue Peck and Tan, as well as former pastor of the City Mission Kallang Church Thio Gim Hock for the loss they suffered.
The decision in Inter-Pacific Petroleum Pte Ltd (in liquidation)v Goh Jin Hian [2024] SGHC 17 is clearly less lenient on company directors compared to the relevant law in Australia, and that should mean that Cellos directors can now pursue Cellos directors excused by the Fecedarl Court in Australia.
TO BE READ WITH
Sunday, February 12, 2023
Promises of rewards on earth and in heaven by their pastor, former OUE CEO Thio Gim Hock may have led City Mission Kallang members into the Cellos financial disaster- Church members may be able to recover losses from all involved, including pastor and property tycoon Thio's estate
b y Ganesh Sahathevan
In the continuing Cellos Software Ltd saga much is being revealed in ongoing Federal Court proceedings in Australia. Among the revelations is the excerpt below from the judgement of Mr Justice Beach which includes correspondence from former Cellos director Constance Peck (at paragraph 309):
- The “profit”went back to CellOS, to Christian work, to charity and to the same of the people who bought at USD5.00.
Melvin (Tan) gave away all and more than the money that he made from these transactions - to Anthony Cooper and Andrea’s charities, to Thio Gim Hock’s missionary outreaches, and to many needy people and church needs - I can absolutely vouch for that. He has kept nothing of the profit - and the Lord has just been blessing him immeasurably. Let him tell you his stories of the goodness of God to him. The new BMW that Melvin now drives are indeed a gift from a grateful investor in stocks that have already made them a lot of money..
The attribution of earthly wealth to heavenly elements is common in the protestant churches. The term prosperity theology and prosperity gospel have been used to describe the phenomenon.
Prosperity theology has worked well for the pastors or leaders of the churches that promote it. In the case of Cellos Thio received a share of the profits from the sale of discounted shares and was also paid what appears to be a commission for introducing investors. It is believed that he had led his congregation in praying for the success of the Cellos venture, which included a NASDAQ IPO. It is also understood that the prayers were part of the share sale promotion.
This promise of earthly and heavenly rewards can easily confuse and mislead investors. Thio, who has been described as a property tycoon, was after all a pastor to his parishioners and therefore in a position of trust.
The information that is now available publicly in the Australian judgements provide City Mission Kallang members who have lost money of their Cellos investments the means, or at least part of the means, to pursue Thio and others who led them into the investment.
Thio has passed away, but they can probably pursue the late tycoon's estate.
TO BE READ WITH
Friday, February 10, 2023
Praise The Lord- The financial martyrdom of City Mission Church Singapore members at the hand of their pastor, former OUE CEO Thio Gim Hock is a lesson in the punishment that can befall those who serve God and Mammon
by Ganesh Sahathevan
Former OUE CEO and evangelist Thio Gim Hock has been called home to the Lord
As previously reported on this blog Cellos Software Ltd, a company incorporated in Australia but with its business in Singapore, has been put into liquidation. Ongoing legal proceedings before the Federal Court in Australia suggest the company has nothing, not even the funds to pay its lawyers.Shareholders are therefore likely to lose everything they have invested. Many of the shareholders of this public unlisted company are likely to be members of Singapore's City Mission Church CMC), Kallang.
One had to be a Christian (and member of the CMC) to be offered "special" Cellos. shares. In one of a number pf proceedings before the Federal Court heard by Mr Justice Beach, the Court found that former director Constance Peck had acted as broker between Cellos and members of the CMC:
- On 17 July 2014, Mrs (Constance) Peck exchanged WhatsApp messages with Mr Chris Ho, who was a potential purchaser of CellOS shares. Apparently Mr Ho wished to bring a friend to an investor presentation, although the friend was not a Christian. Mrs Peck replied:
The preferential price of USD5.00 per share is a friendly price for Christians n we will require them to do a pledge. Tithe on profit at listing. Non-believers – it’s an arm’s length commercial deal. We open at USD 10.00. Some brokers quote higher. I leave it to the brokers.
The court also found that Mrs Peck had paid a pastor of the CMC, former OUE chief executive Thio Gim Hock, what appears to be a commission on the purchase of shares:
- As to “piggy-backing”, at various times between July 2013 and July 2014, Mrs Peck allowed certain friends to, as she described it, “piggy back” on her further purchases of US$2 shares through Mr Huber (the former CEO)..........
- One example of piggy-backing was the transfer of shares by Mrs Peck to Mr Anthony Cooper and his relatives for US$2 per share. A further example of piggy-backing was the transfer of shares at US$2 per share to Yong Weng Kong (also known as Mr Albert Yong), Mr Yong’s wife Heng Mui Kheng (also known as Ms Lillian Heng), KA Chang and
Thio Gim Hock
as a “reward” for their efforts in introducing high net-worth investors to CellOS.
- The “profit” went back to CellOS, to Christian work, to charity and to the same of the people who bought at USD5.00.
Melvin (another Cellos promoter) gave away all and more than the money that he made from these transactions - to Anthony Cooper and Andrea’s charities, to
Mr Thio is understood to have encouraged his congregation to invest in the Cellos special price Christian only shares, so that they might better serve The Lord. His exhortation would undoubtedly have benefited Ms Peck in her riskless arbitrage, which she described as hard work. Judge Beach discloses in his judgement:
- As I have set out earlier, on 8 October 2013, Mrs Peck wrote to Mr Huber, copied to Mr Peck, in the context of her work selling shares with Mr Tan to new investors:
3 THE USD5.00 SHARE TRANSACTIONS – ARE THEY ETHICAL?
These are shares that belong to investors who bought many shares in the past but expected the listing on Nasdaq to take place this year. Since it is not likely to happen in 2013, they need to offload some to realise the cash tied up for other pressing needs. They still hold many CellOS shares. They are/were willing to recover their money (at USD2.00 per share) and we are/were in a position to buy and then sell to our investors at prices ranging from USD2.00 to USD5.00 (not always USD5.00).
...
I have never worked so hard in my life - selling USD2.00 CellOS shares to raise funds directly for CellOS and then selling USD5.00 shares to raise funds indirectly for CellOS. (Of course for me, the Pledge - and therefore raising funds for the church is a great motivation).”
Cellos liquidation means shareholders, and The Lord get nothing, despite Mrs Peck "never (having) worked so hard in (her) life". It does seem as The Lord has punished those who attempted to serve Mammon and He. Mr Thio Gim Hock has gone home to The Lord.
TO BE READ WITH
Cellos Software, backed by members of Singapore’s elite , including members of a church, put into liquidation in Australia.
