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Monday 25 May 2015

15-124MR Provisional liquidator appointed to Sino Australia Oil and Gas Ltd upon ASIC application

Following a successful  application made by ASIC, the Federal Court of Australia has made orders appointing Mr Peter McCluskey, a Melbourne partner of Ferrier Hodgson, as a provisional liquidator to Sino Australia Oil and Gas Limited (SAO).

ASIC’s application was made as a result of concerns arising in relation to the extent of SAO’s business activities conducted by its subsidiary in China as compared with disclosures of those matters within SAO’s prospectus documentation during its initial public offering in 2013.

One of the tasks given to the provisional liquidator by the court is to make inquiries in relation to, among other things, the business activities of SAO and its subsidiaries in China and provide a report to the court and ASIC within 28 days.  View a copy of the sealed orders

The matter is listed for a further directions hearing on 3 July 2015.

ASIC's investigation into the affairs of SAO is continuing.

Background

SAO is the Australian holding company of a Chinese operating company providing specialised drilling services to the oil and gas industry. SAO was listed on the Australian Securities Exchange Limited (ASX) on 12 December 2013 after raising nearly $13 million under an initial public offering (IPO).

In March 2013, ASIC obtained an injunction on an urgent basis arising from concerns that SAO was about to transfer $7.5 million – representing almost the entire cash held by SAO in Australia – to bank accounts in China for purposes that were not disclosed, or not properly disclosed, in SAO’s prospectus documentation during the IPO. That injunction was extended by the Court on a number of occasions thereafter.

In November 2014, ASIC commenced proceedings against SAO and and its former chairman, Mr Tianpeng Shao, seeking financial penalties against SAO and a disqualification order against Mr Shao. (refer: 14-321MR)

Editor's note 1:

On 19 June 2015 the Court vacated the order requiring that a directions hearing be held on  3 July 2015 and subsequently listed the matter for a further directions hearing to be held on 16 October 2015.

Editor's note 2:

On 16 October 2015 the Court ordered that a further directions hearing be held on 20 November 2015.

Editor's note 3:

On 20 November 2015, the matter was adjourned for further hearing on 14 December 2015.

Editor's note 4:

On 14 December 2015 the Court adjourned the hearing of ASIC's application for the winding up of SAO to 5 February 2016.

Also on 14 December 2015 the Court heard ASIC's application for a declaration that Christopher Darin and Matthew Jess were not validly appointed as administrators of SAO on 4 May 2015 (that administration was terminated upon the appointment by the Court of a provisional liquidator). The Court has reserved its decision in relation that application.

Last updated: 15/12/2015 12:00