leow1Public Ministry Office

Criminal Prosecutor Twenty First Province of Lima
Complaint No. 643-2012
NOTIFICATION OF RULING
Attention: FERNANDO IVAN FLORES ZUNIGA. Legal Representative of ZAPATA S.A.
Address : JIRON MONTERREY N° 341. OFICINA 1002. CHACARILLA.

Date: 29 th day of January 2013

You are herewith notified of the Public Ministry’s ruling in the complaint filed against LEOW SUN SENG and other responsible parties regarding alleged crimes committed against company assets: 1) Fraudulent misappropriation of equity in the administration of a legal entity; and 2) Criminal conspiracy committed against the Public Good. In compliance with the law, a copy of the ruling is attached.  Public Ministry Office Criminal Prosecutor Twenty First Province of Lima January 29, 2013 RE: Complaint: 643-2012 LET IT BE KNOWN:

In the complaint filed by Zapala S.A., a Panamanian corporation registered in the Public Registry of Panama, represented by Ivan Flores Fernando Zuñiga, against LEOW SUN SENG and other responsible parties, for the alleged commission of crime against company assets: 1) Fraudulent misappropriation of equity in the administration of a legal entity; and 2) Criminal conspiracy committed against the Public Good.

FINDINGS:

Defendant LEOW SUN SENG, Malaysian citizen with passport Number A24778610, residing in: No 3, Susuran Shabab Shabab Perdana, Lebuhraya Sultanah Baniyah, 05150 Alor Setar, Kedah, Malaysia, and with registered address in Panama being Calle Aquilino de Ia Guardia No. 8, IGRA Building, PO Box 0823-02435, Panama, Panama, is the agent of record for GANO EXCEL SAC a Peruvian business entity founded in 2006 and dedicated to the importation, distribution, wholesaling and retailing of coffee combined with “ganoderma lucidum”, natural or synthetic, through multilevel marketing, Unilaterally, without authorization and / or power of attorney, LEOW SUN SENG transferred, on November 14 th of 2010, 432 of the 437 shares issued to Peruvian entity GANO EXCEL SAC by sister company GANO EXCEL SA (a Colombian business entity) to GANO RISING CORP (a Panamanian business entity), owned by LEOW SUN SENG.

Doing so without proper notice or the necessary authority to take such action constitutes an act of conspiracy against the greater good of Peruvian entity GANO EXCEL SAC shareholders, in that to date LEOW SUN SENG has failed to reinstate the shares illicitly misappropriated and transferred to GANO RISING CORP. As a result of LEOW SUN SENG’s actions, the Peruvian entity GANO EXCEL SAC went from holding 88% of the shares issued by Colombian entity GANO EXCEL SA, to holding 1% of the shares. LEOW SUN SENG’s unauthorized transfer was further done without remuneration to shareholders at market value, so shares were transferred well below face value.

Once the shares in Colombian entity GANO EXCEL SA were transferred to GANO RISING CORP, LEOW SUN SENG began to hire Malaysian staff in the Colombian entity in order to strategically place them in key positions where they were provided with a number of questionable benefits used to justify the withdrawal of cash from the company. Also the defendant LEOW SUN SENG had Colombian entity GANO EXCEL SA sign a false trademark license agreement with yet another company belonging to the accused LEOW SUN SENG identified as GANO EXCEL INDUSTRIAS OF BRUNEI, by which the Brunei entity licensed the trademarked GANO EXCEL brand to the Colombian entity so they
could claim the right to market the GANO EXCEL branded products in Colombia without proper approval of the Peruvian entity GANO EXCEL SAC which holds title to those rights.

The Peruvian entity GANO EXCEL SAC was deceived by LEOW SUN SENG who committed fraud by never informing the shareholders of the Peruvian entity of his actions and abused his authority as its legal agent by failing to act in the best interests of the Colombian entity GANO EXCEL SA. As for the crime of fraud and misappropriation of equity in the administration of a legal entity, LEOW SUN SENG abused his status as legal agent with the sole intent of harming
the aggrieved Colombian entity by obtaining cash benefits surreptitiously. Finally, regarding criminal conspiracy, it is evident that to commit these criminal acts, the accused acted in collusion with third parties. His actions were organized and structured to achieve his purpose, which was none other than to transfer assets from the aggrieved Peruvian entity into the Colombian entity where he simultaneously assumed control while acting as agent.

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