Mary Chia admits disclosure lapses over CPF arrears at four subsidiaries after SGX queries
Firm attributes omission to shortcomings in its internal information consolidation and disclosure assessment processes
[SINGAPORE] Cash-strapped beauty and wellness group Mary Chia Holdings has admitted that it failed to disclose CPF arrears and court proceedings involving four of its five subsidiaries, despite its chief executive being aware of the court notices earlier on.
The admission came in a Oct 9 response to queries from Singapore Exchange Regulation (SGX RegCo), which questioned why the four subsidiaries and their involvement in court proceedings were not disclosed in the company’s Sep 11 announcement, and when the company first became aware of these matters.
Mary Chia’s Sep 11 announcement disclosed S$50,208 in outstanding CPF contributions at one subsidiary but omitted arrears and court proceedings involving four others.
All five subsidiaries’ cases had already been heard together on Sep 10, and the CEO knew of their court notices.
The Catalist-listed company attributed this omission to shortcomings in its internal information consolidation and disclosure assessment processes, saying it failed to sufficiently consolidate information across its human resources, finance and management functions when preparing its Sep 11 announcement.
The group said its earlier disclosure assessment had focused primarily on Mary Chia Beauty & Slimming Specialist, whose CPF arrears and court appearance were the subject of SGX RegCo’s initial query.
It said it had not undertaken a comprehensive assessment of similar issues involving other group entities, resulting in the omission of four other subsidiaries from the announcement.
These were Masego, Organica International Holdings, Spa Menu and Urban Homme Face & Body Studio for Men.
Mary Chia also revealed that the outstanding CPF contributions across the five subsidiaries had been revised to S$103,727 as at Oct 9, down from approximately S$153,000 stated during a court hearing a day earlier.
The revised figure was provided by the CPF Board following a reconciliation of outstanding contributions, taking into account payments made by the subsidiaries towards their arrears.
CEO knew of court notices
The latest filing also shed light on when the group’s management and independent directors became aware of the CPF issues.
Mary Chia said its CEO Ho Yow Ping and the group’s human resources manager were aware of the respective notices to attend court upon receiving them.
Ho also attended an interview with the CPF Board on Jul 22 concerning the outstanding contributions of the five subsidiaries.
The group’s independent directors, meanwhile, first became aware of CPF contribution discrepancies within the group at an internal audit meeting on May 25.
At that meeting, management informed them of the discrepancies uncovered through an internal review, rectification reports submitted to the CPF Board and efforts to settle the arrears.
However, the court notices and related proceedings were not brought to their attention.
Mary Chia said its two current independent directors, Chay Yiowmin and Foo Say Tun, learnt of the outstanding contributions and court proceedings involving the four other subsidiaries only on Oct 8, when management updated the board following that day’s hearing.
The company disclosed that nine separate notices to attend court had been issued by the CPF Board across the five subsidiaries.
Although the matters were initially handled separately, the CPF Board requested in August that the court mentions be consolidated.
All five companies subsequently appeared together in court on Sep 10 and Oct 8, with their cases adjourned to Nov 12.
CPF arrears revised downwards
According to the CPF Board’s updated computation provided on Oct 9, Mary Chia Beauty & Slimming Specialist owed the largest amount, at S$52,266, for outstanding contributions covering November 2025 to May.
Organica International Holdings owed S$25,248 for contributions covering November 2025 to May 2026, while Masego had S$11,341 outstanding for the period from November 2025 to April.
Urban Homme Face & Body Studio for Men owed S$9,847 for contributions covering September 2025 to March, while Spa Menu had S$5,025 outstanding for February.
The periods refer only to months for which CPF contributions remain unpaid, rather than every month within the stated date ranges.
The revised aggregate amount of S$103,727 excludes late-payment interest and composition sums.
In an earlier Oct 9 filing, Mary Chia said its subsidiaries had been making progressive payments under schedules communicated by the CPF Board since June 2026.
The group said payments totalling approximately S$29,734 were made on Oct 6 and 7.
It also disclosed that September 2026 CPF contributions amounting to about S$12,570 remained outstanding across three subsidiaries, with payment due by Oct 15.
The companies intend to propose an instalment arrangement for their remaining arrears after settling those contributions.
Earlier disclosure dispute
The latest development follows an earlier disagreement between Mary Chia Holdings and its stock exchange sponsor, Evolve Capital Advisory, over the group’s decision not to disclose CPF court proceedings involving Mary Chia Beauty & Slimming Specialist.
The subsidiary appeared in the State Courts on Sep 10 over 10 charges of failing to pay CPF contributions for 10 employees for September 2025.
At the time, the court heard that the company had S$50,208 in outstanding contributions after making a partial payment of S$11,291 the previous day.
Following queries from SGX RegCo, Mary Chia said the arrears arose from administrative lapses rather than an inability to pay and maintained that the proceedings did not warrant earlier disclosure.
Its sponsor disagreed, saying the court proceedings represented a significant escalation from an operational compliance matter and should have been announced promptly to investors.
In its latest filing, Mary Chia said it was reviewing its internal reporting and disclosure procedures, particularly the verification of statutory liabilities, regulatory matters and legal proceedings across the group.
It also said it would strengthen the timely escalation of such matters to its board and continuing sponsor.
The board confirmed that, to the best of its knowledge and belief, and after making reasonable enquiries, the company had disclosed all material information required by the exchange.
Financial pressures mount
Mary Chia’s CPF troubles come amid wider financial and legal challenges for the group, which is embroiled in a dispute with corporate lender Fullink Capital over a S$350,000 loan extended to Organica International Holdings and guaranteed by the listed group.
On Sep 30, the High Court paused insolvency proceedings brought by Fullink pending the transfer of S$651,498.97 into court as security.
Mary Chia maintained that providing the security did not amount to an admission of liability for Fullink’s disputed claims.
Separately, the group announced on Oct 6 that it planned to raise S$1 million by issuing 100 million new shares to four investors, including its founder Mary Chia Ah Tow, to strengthen its financial position and support overseas expansion.
As at Mar 31, the group had net current liabilities of approximately S$12.58 million and cash and bank balances of about S$310,000.
Its independent auditor also issued a disclaimer of opinion on its financial statements for the year ended Mar 31, after being unable to obtain sufficient evidence across several areas, including staff costs, borrowings and the group’s ability to continue as a going concern. THE STRAITS TIMES
