One of three brothers controlling the sponsor of Singapore-listed Dasin Retail Trust is taking legal action accusing the head of the REIT’s audit and risk committee of unfair treatment in the latest challenge facing the financially troubled trust.
Zhang Zhencheng, who together with his two brothers controls Zhongshan Dasin Real Estate Co, the sponsor of Dasin Retail Trust, and formerly served as chairman of the REIT’s manager, on 25 May filed an originating claim before the Singapore High Court alleging that the actions of Tan Huay Lim, the manager’s lead independent director and chair of the audit and risk committee, were “oppressive” and “prejudicial” to Zhang.
In recent weeks Dasin has been struggling to get investors on board for its latest debt restructuring, at the same time that it parries queries from the SGX regarding potential connected party transactions involving entities controlled by its sponsor. Also, Zhang has sought to reverse an earlier deal which gave Sino-Ocean Capital control of the trust’s manager.
Future in Doubt
The legal dispute will likely further dampen investor sentiment regarding the Singapore-listed REIT, according to Hui Shi Yeo, senior research analyst at wealth management platform iFAST Singapore.
“The group’s ability to continue its operations on a going concern basis is largely dependent on the outcome of the restructuring,” Yeo told Mingtiandi on Monday. “Overall, the outlook remains very uncertain.”
In his originating claim, Zhang, who continues to serve a non-executive director of the trust’s manager, also asked the court to prohibit Tan from participating in the ongoing negotiations of the manager with an unnamed “reputable” Chinese entity for a potential investment or partnership.
He also appealed to terminate the services of FTI Consulting and restrain the firm from getting involved in refinancing activities and negotiations. Zhang is currently a minority shareholder in the manager after he sold a portion of his stake to Beijing-based private equity firm Sino-Ocean Capital Holding in 2021.
Zhang gave up his chairman role in Dasin at the time that Sino-Ocean bought control of the manager in a deal which he is now seeking to repeal after Sino-Ocean defaulted on an unrelated debt.
While Zhang’s requests will be decided by the court, the trust’s manager said it is keeping Tan on the board, and that it values the significant contributions he has made since the REIT’s debut on the stock exchange six years ago.
“The majority of the Board is of the view that the issuance of the originating claim against (Tan) does not warrant the Trustee-Manager requiring (Tan) to step down as an independent director of the trustee-manager, lead independent director and chairman of the audit and risk committee,” Kong Weipeng, chairman of the trust’s manager said in the statement.
Tan first joined the board in 2016 after previously serving as a partner at KPMG Singapore for more than two decades. In addition to his role at Dasin, Tan is an independent, non-executive director of the manager of SGX-listed Elite Commercial REIT, of OUE Commercial REIT and of Sheng Siong Group Ltd. Tan is also an independent, non-executive director with the manager of SF REIT in Hong Kong.
In a separate disclosure on Monday, the manager of OUE Commercial REIT noted “the track record and professional experience of Mr Tan Huay Lim as a former partner of a big 4 audit firm,” as it explained its intent to keep Tan in place on its board.
The legal dispute adds to a string of issues faced by Dasin Retail Trust which owns and operates a portfolio of seven shopping malls across Guangdong province in mainland China, with a total value of S$1.8 billion ($1.3 billion) as of end-March.
Shares at the REIT dipped by 0.83 percent to close at S$0.12 each on Monday. Year to date, its stock price has plummeted by 57 percent from its S$0.28 level at the start of 2023.
The trust had been struggling to reach an agreement with its local and offshore lenders to restructure debt after a series of defaults and repayment extensions since last year.
“The consensual restructuring exercise has taken longer than originally anticipated on account of there being a myriad of issues which required the unanimous support of the lenders in order for the restructuring to carry,” the manager told investors on 1 May.
Negotiations with a potential Chinese investor are also still ongoing four months since it was first announced in January.
Worsening its cash flow issues, Dasin Retail Trust had to terminate two leases in its Ocean Metro and Shiqi Metro malls over unpaid rent and utilities worth a combined RMB 15.7 million ($2.2 million) according to a disclosure late last month.
In a separate disclosure dated 24 April, the manager also revealed that its sponsor Zhongshan Dasin Real Estate has been involved in at least 113 cases since 2020 ranging from commercial housing reservation contract disputes, labor remuneration disputes to financial loan contract disputes, among others.