Yeap Wai Kong v Singapore Exchange: Judicial Review of SGX Reprimand & Natural Justice
In Yeap Wai Kong v Singapore Exchange Securities Trading Ltd, the Singapore High Court addressed whether the Singapore Exchange Securities Trading Limited's (SGX-ST) public reprimand of a director is subject to judicial review and whether the applicant, Yeap Wai Kong, was accorded a fair hearing. Yeap Wai Kong, a non-executive director of China Sky Fibre Chemical Limited, sought a quashing order of the SGX-ST's reprimand, alleging a breach of natural justice. The High Court dismissed the application, finding that the SGX-ST had provided sufficient notice and opportunity for representation, thus fulfilling the requirements of a fair hearing.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court dismissed an application for judicial review of SGX-ST's reprimand of a director, finding no breach of natural justice.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Yeap Wai Kong | Applicant | Individual | Application Dismissed | Lost | Tan Cheng Han, Angie Tan An Qi |
| Singapore Exchange Securities Trading Ltd | Respondent | Corporation | Application Dismissed | Won | Davinder Singh, Una Khng, Pardeep Singh Khosa, Isaac Lum, Harpreet Kaur Dhillon |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Philip Pillai | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tan Cheng Han | TSMP Law Corporation |
| Angie Tan An Qi | TSMP Law Corporation |
| Davinder Singh | Drew & Napier LLC |
| Una Khng | Drew & Napier LLC |
| Pardeep Singh Khosa | Drew & Napier LLC |
| Isaac Lum | Drew & Napier LLC |
| Harpreet Kaur Dhillon | Drew & Napier LLC |
4. Facts
- SGX-ST publicly reprimanded Yeap Wai Kong, a non-executive director of China Sky.
- The reprimand stemmed from China Sky's failure to comply with SGX-ST's directive to appoint a Special Auditor.
- The directive was issued due to concerns over interested party transactions and land acquisition discrepancies.
- SGX-ST sent a show cause letter to the Board of Directors, including Yeap Wai Kong, regarding the breaches.
- Yeap Wai Kong argued he was not given a fair hearing before the reprimand.
- The court found that Yeap Wai Kong received the show cause letter and had opportunities to make representations.
- China Sky failed to comply with the Special Auditor Directive despite multiple opportunities.
5. Formal Citations
- Yeap Wai Kong v Singapore Exchange Securities Trading Ltd, Originating Summons No 72 of 2012, [2012] SGHC 103
6. Timeline
| Date | Event |
|---|---|
| China Sky listed on SGX-ST Main board | |
| SGX-ST queries China Sky’s Annual Report 2010 | |
| China Sky announcements on SGXNET | |
| Yeap Wai Kong appointed as independent director and member of the reconstituted Audit Committee of China Sky | |
| China Sky announced appointment of Rodyk & Davidson as legal advisor | |
| SGX-ST sent repeated email requests for information to China Sky’s CFO | |
| China Sky’s lawyers Loo Partners sent an email to the SGX-ST attaching a letter from the CEO | |
| China Sky issued an announcement that the land acquisition agreement had been rescinded | |
| SGX sent an email to the CFO stating the Company has not cooperated | |
| SGX-ST sent a Show Cause letter to China Sky & Board for breaches of Listing Rules | |
| The CFO sent an email attaching a letter, copied to all the Audit Committee members | |
| China Sky replied by letter and announcement to SGX-ST’s Board Show Cause Letter | |
| SGX-ST sent a Document Directive to China Sky Board | |
| China Sky’s CFO sent an email to SGX-ST attaching soft copies of its Audit Committee and Board minutes | |
| SGX-ST issued its Special Auditor Directive to China Sky Board | |
| The Company announced this Special Auditor Directive | |
| The Company announced an Update on the Regulatory Actions by SGX-ST | |
| The Company announced the appointment of Asia Ascent Law Corporation as its legal counsel | |
| SGX-ST sent a letter addressed to the “Board of Directors” of China Sky | |
| Asia Ascent emailed SGX-ST, copied to all the Audit Committee members and the CFO, attaching Asia Ascent’s letter copied to clients | |
| Asia Ascent forwarded by email to SGX-ST, a letter dated 9 December 2011 signed by the CEO, “on behalf of the Board of China Sky” | |
| SGX-ST issued and announced the Reprimand | |
| The CEO issued an announcement by order of the Board stating the Reprimand was wholly unjustifiable | |
| The CEO by order of the Board issued a further announcement expressing total disagreement with the Reprimand | |
| The CEO by order of the Board issued a response to the SGX-ST Reprimand Annexure | |
| Mr Er Kwong Wah issued an announcement explaining he had not seen or approved the Company’s announcements of 21 and 22 December 2011 | |
| The applicant issued an announcement | |
| Mr Lai Seng Kwoon issued a same day announcement | |
| The SGX-ST sent an email attaching a letter addressed to the Board of Directors | |
| The applicant and the two other Audit Committee members announced their immediate resignations from the board of China Sky | |
| The applicant wrote a letter of complaint to the Chairman and CEO of the SGX-ST | |
| The applicant sought leave under O 53 ROC for a quashing order to quash the SGX-ST Reprimand | |
| Judgment reserved |
7. Legal Issues
- Judicial Review
- Outcome: The court held that the SGX-ST's reprimand power is a public function and consequently susceptible to judicial review.
- Category: Procedural
- Sub-Issues:
- Susceptibility of SGX-ST's reprimand to judicial review
- Public function vs. private law rights
- Breach of Natural Justice
- Outcome: The court found that the applicant was accorded a fair hearing and there was no breach of natural justice.
- Category: Substantive
- Sub-Issues:
- Fair hearing
- Notice of intention to reprimand
- Opportunity to make representations
8. Remedies Sought
- Quashing Order
9. Cause of Actions
- Judicial Review
- Breach of Natural Justice
10. Practice Areas
- Commercial Litigation
- Regulatory Law
11. Industries
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Council of Civil Service Union v. Minister for the Civil Services | N/A | Yes | [1985] A.C. 374 | N/A | Cited for the principle of legality, rationality and procedural propriety in judicial review. |
| Reg v Criminal Injuries Compensation Board, Ex parte Lain | N/A | Yes | [1967] 2 QB 864 | N/A | Cited to describe the limits of the origins of certiorari and the extension of its ambit to bodies performing a public duty. |
| Reg v Panel on Take-overs and Mergers, ex parte Datafin plc And Another | N/A | Yes | [1987] 1 QB 815 | N/A | Cited for the development of judicial review principles, including the nature test, and the jurisdiction to control bodies exercising public law powers. |
| Reg v Inland Revenue Commissioners, Ex parte National Federation of Self-Employed and Small Businesses Ltd | N/A | Yes | [1982] AC 617 | N/A | Cited regarding the procedural need to apply for leave for prerogative orders to prevent wasting court time. |
| Reg. v National Joint Council for the Craft of Dental Technicians (Dispute Committee), Ex parte Neate | N/A | Yes | [1953] 1 QB 704 | N/A | Cited to illustrate that an arbitrator is not subject to judicial review where the source of power is contractual. |
| Public Service Commission v Lai Swee Lin Linda | N/A | Yes | [2001] 1 SLR 644 | Singapore | Cited for the application of both the Source Test and the Nature Test in Singapore courts. |
| UDL Marine (Singapore) Pte Ltd v Jurong Town Corp | N/A | Yes | [2011] 3 SLR 94 | Singapore | Cited for the application of both the Source Test and the Nature Test in Singapore courts. |
| ACC v CIT | N/A | Yes | [2010] 1 SLR 273 | Singapore | Cited for the application of both the Source Test and the Nature Test in Singapore courts. |
| Re Pergamon Press Ltd | N/A | Yes | [1970] 3 All ER 535 | N/A | Cited to illustrate the potential implications of a public reprimand and the application of natural justice. |
| R v. Secretary of State for the Home Department, ex parte Doody | N/A | Yes | [1994] 1 AC 531 | N/A | Cited for the factors relevant to determining what fairness requires in a particular case. |
13. Applicable Rules
| Rule Name |
|---|
| Listing Rule 704(14) |
| Rule 720(4) |
| Rule 1302 |
| Rule 1305 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Securities & Futures Act (Cap 289, 2006 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev. Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Judicial Review
- Natural Justice
- Public Reprimand
- Listing Rules
- Special Auditor
- Interested Party Transactions
- Show Cause Letter
- Fair Hearing
- Disclosure Obligations
- SGX-ST
- Directive
- Material Information
15.2 Keywords
- Judicial Review
- SGX
- Reprimand
- Director
- China Sky
- Listing Rules
- Natural Justice
16. Subjects
- Securities Regulation
- Corporate Governance
- Administrative Law
17. Areas of Law
- Administrative Law
- Securities Law
- Judicial Review
- Company Law