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Principal
LIM SIN HAN
FCPA (Aust), C.A.(M), ASEAN CPA, Licensed Liquidator
Sin Han, the founder and principal of Sin Han & Co., brings over two decades of invaluable experience in financial advisory services, with a specialization in insolvency-related assignments. In 2021, he obtained the approval as a licensed liquidator under the provisions of the Companies Act 2016 after a decade of practice at BDO Malaysia.
Having departed from BDO on June 2, 2023, Sin Han established Sin Han & Co. to further advance his career as a certified public accountant. His goal is to further expand his expertise and technical skills, leveraging the knowledge accumulated throughout his extensive career.
As a licensed insolvency practitioner, Sin Han is well-equipped to engage, advise, and assist in corporate and business matters. Sin Han has also contributed to restructuring assignments, applying corporate rescue mechanisms on companies facing financial difficulties as well as administering solvent companies, in the face of disputes among stakeholders. His wealth of experience positions him as a trusted advisor in navigating the complexities of corporate and financial challenges.
His professional portfolio includes companies across diverse sectors such as hotel and leisure, telecommunications, manufacturing, trading, retailing, property development and construction, logistics, plantations, and consumer products.
Who are Insolvency Practitioners?
Versatile professional accountants and solicitors who possess essential skills to undertake crucial roles in guiding businesses through challenges with a diverse and well-rounded skill.
Qualifications
- Approved Liquidator by the Ministry of Finance in Malaysia
- Chartered Accountant, Malaysian Institute of Accountants
- ASEAN Chartered Professional Accountant
- FCPA Australia
- Member of Malaysia Institute of Certified Public Accountants (MICPA)
- Member of Insolvency Practitioners Association of Malaysia (IPAM)
Key Credentials
Liquidation
Liquidators were jointly and severally appointed by the High Court of Malaya to wind up the affairs of an integrated manufacturing facility with manufacturing, administrative and office blocks. The facility was tenanted upon winding up thus was required to collect rentals, payments of assessment and quit rent, maintain centralised water-cooled tanks and air conditioning, etc. There was a total of 269 unsecured creditors and 2 secured creditors. Redeemed the company’s charged properties upon disposing of the properties for approximately RM100 million. Surplus proceeds were distributed as dividends to unsecured creditors at only 9.61% over total amount of debts admitted. Numerous legal impediments including assessment of damages for wrongful termination of tenancy agreement and alleged wrongful termination of sale and purchase agreement. The liquidation administration gave origins to a landmark case relating to laws on deposits and damages clauses in the Federal Court.
The companies are wholly owned subsidiaries of a previously listed company in Bursa Malaysia. Collectively had 7 parcels of lands registered under their names located adjacent to one another. Each company was petitioned to be wound up by a different secured lender. High court allowed same liquidators for both companies notwithstanding potential conflict of interest risk to better manage the liquidation costs. A total of 3 secured lenders with cross financing facilities between both companies and indebtedness of approximately RM90.5 million. 20 unsecured creditors mainly comprising inter companies of approximately RM25 million. The sale of the companies’ assets was conducted together by way of a tender sale exercise and sold to only one purchaser. The properties were occupied by a purported tenant of which tenancy agreements were not recognised by the secured lenders. Collected payments from occupiers who had refused to vacate the premises. Numerous legal impediments including initiating a suit to invalidate a debenture that claimed the the companies’ assets were charged vide a debenture without the lenders’ consent. The suit resulted in numerous interlocutory applications. Assets were successfully sold during the Covid-19 pandemic which had significantly affected the usual course of administration.
Involved in the court liquidation of a company previously listed on the Bursa Malaysia. The company was already in receivership upon the High Court’s order to wind up the The appointment was a joint appointment of liquidators from 2 different firms and mainly to facilitate the sale by the receiver and manager because the secured lenders were not in favor of the liquidator nominated by unsecured creditors as a result of the legal position at the material point in time. Cooperated with the receiver and manager and also met with secured lenders on the steps and procedures to be taken to dispose of the Company’s asset. However, the liquidators’ role was no longer significant following the legal position of the Lim Eng Chuan’s case law.
As interim liquidators, the task was to maintain the status quo of the Company’s manufacturing business and operations . During interim liquidation, there were a total of at least 2,000 foreign workers from Nepal, Bangladesh, Indonesia and Pakistan. Recorded sales of approximately RM300 million in the year prior to the interim liquidation to customers in the USA and other European countries. Due to cash flow constraints mainly due to reduced market demands and the US custom border protection issues, the shareholders’ got into a dispute resulting in the interim winding up. Duties during the administration include to manage the cash flow to ensure continuation of business, identifying and paying essential creditors such as TNB, SYABAS and Gas Malaysia, dealing with employees, foreign workers (e.g. repatriation upon expiry of work permit), negotiations and meetings with unsecured creditors such as contractors, foreign worker suppliers and material suppliers and foreign embassies. Worked with the head of departments in an attempt to direct balance cash flow to continue production of fast moving and profitable goods. Liaised with solicitors on matters relating to shareholders’ disputes, prepared reports per the court’s instruction and applied for court direction in view of the cash constraints and difficulties in continuing the status quo of the Also dealt with a receiver and manager appointed by one of the shareholders during the administration that threatened to take possession of essential equipment to disable the facility’s operation.
CVL of a multinational company that owned an integrated manufacturing facility that manufactured semiconductors and related solid-state devices under a licensed manufacturing warehouse license.
Dealt with a total of 200 unsecured creditors and the contributory. Sold the assets of the company for approximately RM110.0 million and distributed dividends equivalent to 46.7% over the total indebtedness. The CVL gave origins to a landmark case regarding retention sums in construction contracts at the Federal Court level.
Liquidator appointed by way of CVL over a property developer located in Melaka after cessation of special administrator (“SA”). The SA was unable to identify a white knight to rehabilitate an abandoned project located at Muar.
During liquidation, liaised with land owners of a joint venture agreement with the company. Also dealt with Official Assignee who was appointed pursuant to the bankruptcy of the owner (also director of the Company) and Kementerian Perumahan dan Kerajaan Tempatan to discussed on alternatives and possibilities of rehabilitating the project under the JV agreement.
However, in absence of sufficient funds and there being no “white knight”, the liquidators proceeded to call for the final meeting and dissolved the company. The master title of the said project remains in custody of the previous liquidator pending the further instructions from authorities and SSM.
Dealt with the company secretary and previous management to ensure surplus funds were respectively distributed as dividends to creditors and returned as capitals to more than 500 shareholders in accordance with the relevant laws and regulation.
Also dealt with banks and the approximately 500 shareholders on unclaimed dividends that remained unclaimed prior to the liquidation and post dissolution of the Company.
Conducted annual general meeting before the shareholders to address the status of the Company during liquidation and steps towards dissolution of the Company.
Managed and administered numerous basic MVL where pre-liquidation services were provided to place company under winding up. Deal with authorities, auditors and tax agents to obtain tax clearance and thereafter holding final meeting toward dissolution of the companies.
Receivership
Appointed under the powers of a fixed and floating charge debenture as one of the joint and several receivers and managers (“R&M”) of a company that failed to meet its financial obligations.
Upon appointment, it was found that the Company only had one piece of land i.e. the only charged asset. The Land was sold by way of a tender sale exercise at an amount higher than its market value and indebtedness to the bank.
The administration concluded in less than 1 year because the land was successfully sold and transferred to the buyer. Surplus funds were returned to the Company.
Appointment under the powers of fixed and floating debentures.
The Group of Companies were principally involved in manufacturing automotive parts. The assignment was then a “national priority” as the parts must be continuously supplied to national car producers. Initially faced challenges to enter and take control of the Companies. Persuaded and negotiated with management thereafter took over the control of the company for 6 months.
Roles and duties undertaken included, amongst others, dealings with main customers to sell finished goods on cash basis, managed the head of departments and dealt with suppliers on urgent basis. Monitored and reviewed cash flow, inventory levels and the welfare of 1000+ foreign workers to ensure business and operations remained a going concern. Attended to human resources matters and sourcing for interested buyers. A buyer was identified to take over the facilities in entirety including signing an opeerating lease agreement to takeover the operations of the Company on a going concern pending completion of the sale.
In charge of a receivership exercise to dispose of a piece of palm oil plantation by way of public auction. Prepared the memorandum of sale and other terms and conditions. Dealt with solicitors and authorities to complete the sale.
Assisted R&M who were appointed by a financial institution under the powers of a fixed and floating charge debenture over a company that was principally involved in the provision of subscription-based television and radio services, broadcasting. The company’s assets comprise studios, broadcasting station and satellite dishes (that were only able to receive analogue signals) located/ installed in third party location. The assets were put up for tender sale several times. The third party was not agreeable to renew the tenancy agreement resulting in extreme urgency to dispose of the charged assets and at nominal value.
Restructuring and Independent Financial Advisor
Involved in a Corporate Rescue Assignment involving production of a Scheme of arrangement (“SOA”) for a listed company facing cash flow constraints. Assisted the company to apply for a restraining order under Section 368 of the Companies Act 2016 that restrained further proceedings in any action or proceedings against the company except by leave of the Court.
Prepared draft scheme outline based on information and documents provided by management and various publicly available information to support an application for a restraining order under Section 368 of the Companies Act 2016. Attended meetings and discussions with relevant parties to explain the proposed draft scheme and drafted explanatory statement for the proposed SOA. Worked closely with the solicitors to identify classes of creditors, terms of repayment and reasonableness of the Company’s proposed realisation of assets to raise funds for the purpose of the scheme and highlighting any findings and risk for the purpose of the court convened creditors meeting.
Independent Financial Advisor for a state-owned company in Sarawak that processes, smelts and trades in ferroalloy products. The Company secured project financing facilities from five (5) lenders under a syndicated agreement amounted to approximately RM650 million. Produced a business and financial review report of the Company that detailed, amongst others, the project’s background, status of the project, overview of the industry, review of operations, financial statements and estimated realisable value of the assets. Assisted the group chief financial officer in negotiations for, amongst others, a moratorium to defer the company’s financial obligations thereafter drafted and finalised a term sheet. Upon signing of the term sheet, acted as monitoring accountant of the Company to report on the on-going financial status of the Company and matters of the syndicated lenders’ concern including the arrangements per the term sheet. Ceased as IFA after the company successfully turned around the business and its financial position 3 years after appointment.
Court Expert Witness Reports
Civil Suit MT1-21-259-2007: Comment/ Rebuttal on Expert Report in relation to a breach of contract at the Shah Alam High Court. Produced a rebuttal report to assist and support a client with regard to an alleged failure of client to honor the grant of a concession to operate outdoor advertising sites. Reviewed, adjusted and commented on opponent’s expert report and assessment of the damages claimed by the opponent. Our comments were accepted by the High Court resulting in a favorable outcome to client.
Civil Suit No. MT1-22-137-2003: Comment on opponent’s expert report in relation to assessment of damages claimed by the Plaintiff. Client was the defendant that had already lost their initial suit to dismiss damages claimed by opponent. The court of appeal had dismissed the client’s appeal and requested us to prepare a report to determine that the amount claimed by the plaintiff was inaccurate. Our comments had let to a settlement between both plaintiff and client.
Due Diligence, Monitoring Accountant and Other Agreed Upon Procedures Assignments
Produced an agreed upon procedure report for a group which invests in different types of private distressed commercial and sovereign debt claims around the The report related to 6 development projects, 4 of which were in Dubai and 2 in Sudan. The owners of the projects were already in liquidation at the time the report was requested for and for the purpose of ascertaining if there are any potential claims which can be taken against the company, owners and/or the directors. The background of the projects and stage of completion of the development, past financial statements were reviewed and commented on.
Prepared and issued several financial due diligence reports on companies located in Malaysia that were in the rubber manufacturing products, retort packing, water, government assets and power related industries. The report commented and reviewed the entity’s past 3 actual financial years including the performance, assets and liabilities of the respective. These reports were mainly for divestment purposes.
Monitoring accountant for numerous companies including groups of companies that were in the steel and metal manufacturing, property development and medical services. Monitoring accountant reports were produced on a quarterly and bi-annual basis. Certain clients also required the services as a joint cheque signatory with the management to ensure payments were in accordance with various agreements entered and redemption of debts, bonds and loan stocks were distributed accordingly to lenders located across the world. Monitoring accountant reports also reviews the current and immediate past financial performance and position including the development status, stage of completion and percentage of sales of completed units against projected cash flow to ensure that the clients were able to meet their financial obligations to the relevant parties and financial institutions.
An insolvency practitioner is required to have extensive knowledge and experience in insolvency law, accounting, and finance, as well as strong communication and negotiation skills.
Some of the key responsibilities of an insolvency practitioner in Malaysia include:
Detailed Analysis
Conducting a detailed analysis of the financial situation of the business in question, and recommending appropriate courses of action.
Formal Insolvency Process
Assisting with the preparation of a formal insolvency process, such as administration, receivership, liquidation, or corporate rescue mechanisms.
Responsibilities
Acting as receiver and/or manager, liquidator in insolvent cases, overseeing the sale of assets and distribution of proceeds to creditors
Advisory
Advising on debt restructuring and negotiation with creditors to achieve the best possible outcome for all parties involved under a corporate rescue mechanism.
Support and Consultation
Providing ongoing support and advice to businesses throughout the insolvency process.