2023 - NEWSMAKERS: CORPORATE GOVERNANCE UNDER SCRUTINY

TheEdge Mon, Jan 08, 2024 12:50pm - 3 months View Original


This article first appeared in The Edge Malaysia Weekly on December 25, 2023 - December 31, 2023

These major shareholders are under MACC investigation and have lost control of their companies

 

 

 

REVENUE BOARDROOM FEUD OPENS DOOR TO NEW SHAREHOLDERS

By Liew Jia Teng

 

It has been an unforgettable year for the three Ngs — Datuk Eddie Ng Chee Siong and brothers, Brian Ng Shih Chiow and Dino Ng Shih Fang. They lost control of Revenue Group Bhd, a cash-rich company that they co-founded 20 years ago, in a span of six months. Worse, their decades-long friendship has turned sour.

It started as a boardroom tussle uncovering alleged wrongdoings of the brothers, Brian and Dino, who were accused of misappropriating the company’s assets. The two made the headlines when Revenue Group announced the suspension of their executive power in January.

The feud between Eddie and the two brothers seems to have also opened the door for third parties to gain control of the e-payment solution company, which is expected to ride the exponential growth of cashless transactions.

Roughly six months after the boardroom fight was made public, the three Ngs sold down their stakes and exited Revenue Group. Soon after, the company saw a slew of changes in the management team, board members, company secretary and external auditors. It has also changed its financial year end to Sept 30 from June 30.

It is believed that the group is now controlled by executive directors Francis Leong Seng Wui and Teh Chee Hoe, who hold 5% stakes each. Leong also sits on the board of Green Packet Bhd. Teh is the former CEO of the now-delisted Scan Associates Bhd.

 

Datuk Eddie Ng Chee Siong

Co-founder and former group managing director

 

Managing director Eddie Ng Chee Siong, 50, was the face of the company. With close to two decades of working experience in the electronic payments industry, he was appointed to the board in December 2017.

On Jan 4, Revenue Group dropped a bombshell that the company had suspended the executive functions of two executive directors — Brian Ng Shih Chiow and Dino Ng Shih Fang — with immediate effect, pending an investigation of “certain complaints” against the pair.

Eddie, who then owned a 9.05% stake, stressed that the board had assured that it would be “business as usual” for Revenue Group as “the next level of the leadership team is handling day-to-day operations”.

Unfortunately, what happened in the subsequent months was anything but business as usual.

Both Brian and Dino were charged in the Sessions Court with fraudulently causing a bank employer to dispose of a vehicle belonging to the group without resolution from its board of directors.

In an unexpected turn of events, Eddie relinquished his positions on March 14, citing “personal matters”. He also sold off his stake in the company. He has largely disappeared from the local corporate scene.

 

Brian Ng Shih Chiow

Co-founder and former executive director

 

Dino Ng Shih Fang

Co-founder and former executive director

 

Before they exited Revenue Group, 50-year-old Brian Ng Shih Chiow was the single largest shareholder with an 11.93% stake, followed by 47-year-old Dino Ng Shih Fang with an 11.44% stake.

After the boardroom tussle became public in January, Revenue Group was slated to hold two extraordinary general meetings (EGMs) in February, one for the removal of Brian and Dino as directors and the other — requisitioned by Brian — to remove the entire board of directors, barring the brothers.

However, neither EGM was held after a court order restrained the group from proceeding with the meetings, pending the determination of an interim injunction application filed by Brian and Dino.

In February, the company announced that two of its directors, namely Brian and Dino, had been arrested by the Malaysian Anti-Corruption Commission (MACC) over an alleged false claim relating to the purchase of thermal printing paper worth more than RM400,000.

About a month later, the duo were charged in the Sessions Court for allegedly misleading and fraudulently causing an officer of CIMB Bank Bhd to sell a company car, a Toyota Vellfire, on Oct 3, 2018, without a resolution from its board of directors.

The brothers claimed trial and pleaded not guilty to the charge before Judge Rozina Ayob.

Deputy public prosecutor Raya Low Chin How prosecuted while the brothers were represented by former MACC chief commissioners Tan Sri Dzulkifli Ahmad and Amer Hamzah Arshad.

Notably, Hamzah had alluded that there was a hostile takeover plan at Revenue Group.

Two-and-a-half months after their executive functions were suspended, Brian and Dino resigned from the board, effective March 30.

In June, Brian was charged in the Sessions Court with 12 counts of forgery of invoices and purchase orders — amounting to RM13.829 million — with the purpose of cheating the company.

He claimed trial to all charges under Section 468 of the Penal Code, also in Rozina’s court.

 


Datuk Justin Lim Hwa Tat

Former CEO, Sersol Bhd

 

Datuk Justin Lim Hwa Tat has been thrust into the spotlight. He has been missing since February, was sacked by Sersol Bhd as its CEO and is being sought by the Malaysia Anti-Corruption Commission (MACC) for investigations.

Lim, 47, was terminated on Nov 6 for absence from office without proper notice, and non-response to a show cause letter sent by the Johor-based chemical coating solutions provider following his suspension as CEO on Aug 30, 2023, on grounds that Lim had “shown insubordination and failure to act as a responsible CEO due to non-response to any of the official requests made by the board since 20 July 2023”.

The requests include asking Lim to return to the office to report to the board and pending his return from abroad, to provide a written response on MACC’s inquiry into him and what work he has been doing as CEO while abroad, Sersol told Bursa Malaysia.

On July 12, the MACC’s Investigation Division sent out a notice for him to assist in the investigation of a false claims case. Based on investigations by the MACC, Lim instructed and approved five payments totalling RM2.5 million to HGC Legacy Enterprise and recorded as deposits during April and May 2023, with purposes yet to be made known to the board. At that time, Sersol said the majority of its board members had not received any update from Lim.

Following news of Lim’s absence, SMTrack Bhd, where Lim was a non-independent non-executive director, told the stock exchange in July that the company managed to get in touch with him and that he “will cooperate with the authorities in assisting them with the investigations”. SMTrack also stated that Lim had been overseas since February.

Lim was redesignated as the CEO of Sersol on June 15 from his earlier role as managing director, following a change in the company’s corporate structure. His father, Datuk Lim Tiong Siang, was executive chairman of Sersol.

On Aug 15, Lim resigned from the board of SMTrack Bhd, citing other work commitments. Appointed as SMTracks’ executive director in January 2022, Lim was redesignated to non-executive director on July 24.

Lim also owns Melaka United FC, a Malaysian professional football club based in Melaka that competes in the Malaysia Super League.

At press time, Lim’s whereabouts were unknown. — By Cheryl Poo

 

 

THE CONTROVERSIAL BATU KAWAN DEAL THAT DIDN’T LAND

By Liew Jia Teng

 

On Sept 27, Sunway Bhd announced that its 70%-owned unit Umech Land Sdn Bhd had inked a joint development agreement (JDA) with Penang Development Corp (PDC) to co-develop a 558.96-acre parcel in Byram, Seberang Perai Selatan, not far from Batu Kawan Industrial Park.

What appeared to be a standard announcement on a joint development project by a property developer evolved into a controversial deal that ignited a firestorm in the corporate community and political arena, particularly in Penang.

The land deal was put under intense scrutiny. It raised questions on matters ranging from governance to the pricing of the parcel and even the competency of the state’s chief minister Chow Kon Yew, who found himself in hot water.

There were also questions about the participation of Sunway, which would have injected RM23.33 million into Umech Land for a 70% stake on Sept 25, two days before the JDA was signed. It was not known when Umech Land engaged Sunway and PDC was notified.

In a nutshell, the transaction of the prime land was criticised for lack of transparency and proper governance.

Owing to the strong criticism, the deal was aborted about a month later on Oct 17.

 

 

Chow Kon Yeow

Penang chief minister and Penang Development Corp chairman

 

The Umech Land saga seemed to have caught Chow Kon Yeow, the fifth chief minister of Penang, off-guard. He could not have imagined that a commercial deal could trigger such strong waves of criticism that even his leadership position was shaken.

This is probably one of the most significant crises in Chow’s political career, as the low-profile former KL boy has seldom been in the limelight.

Chow was in the eye of the storm because he is chairman of PDC’s board, which approved the land deal, in addition to being chief minister.

In the face of mounting criticism and intense scrutiny, Chow even had to urge critics to respect the Democratic Action Party’s (DAP) decision to appoint him as Penang chief minister, alluding to the presence of individuals who tried to politicise the issue with the agenda to remove him from office.

His former deputy Prof P Ramasamy Palanisamy and former special investment adviser Datuk Seri Lee Kah Choon repeatedly called him out on his statements defending the sale of state-owned land to Umech Land.

The Penang Chinese Chamber of Commerce’s (PCCC) lifetime honorary president Tan Sri Tan Kok Ping also reportedly described Chow as “incompetent, ignorant and shameless” for evading questions about the land deal.

In response, Chow said PDC had furnished answers to all the questions raised on the matter and that he would be taking legal action against Tan over the allegedly defamatory statements.

 

Prof P Ramasamy Palanisamy

Former deputy chief minister of Penang II

 

Datuk Seri Lee Kah Choon

Former PDC director and former special investment adviser to the chief minister of Penang

 

When Chow found himself in hot water over the Batu Kawan land deal, he probably did not expect that among the most vocal critics would be two of his former colleagues, Prof P Ramasamy Palanisamy and Datuk Seri Lee Kah Choon.

The duo bombarded the chief minister with questions and pointed out that PDC did not approve the land deal.

In a joint statement on Oct 9, they claimed that no “due diligence” meeting had been held to evaluate the deal with Umech Construction.

“In fact, it was a meeting for Umech to provide further details about their proposed development. The said meeting decided that Umech was to carry out a market survey to study the composition of land usage, [for] proof of Umech’s financial sustainability to be evaluated, and other related matters,” said the joint statement.

According to them, the meeting, which was chaired by Chow, also directed the PDC management to re-table to the PDC board for further deliberation after all the above information had been obtained.

A few hours after Ramasamy and Lee called him out on his statement defending the land deal on Oct 6, Chow announced that Lee had been replaced as PDC director on Sept 26, a day before the state development agency entered into the deal with Umech Land.

Chow also disclosed that Lee had resigned as Penang chief minister’s special investment adviser on Oct 2, with a month’s notice given.

Lee was quoted by the media as saying that he was not being forced out because of pressure from anyone. “I am not the one who will succumb to pressure. For me, it’s just no more politics. Just want to set the record straight,” he reportedly said.

When the Umech Land deal was aborted by PDC, Ramasamy said he welcomed the agency’s decision. He maintained, however, that the PDC board’s defence of the deal was unacceptable, while insisting that many questions had been left unanswered.

 

Nathaniel Rajakumar and Karen Cheng Pui Kwan

Umech Land Sdn Bhd directors

 

The two individual shareholders of Umech Land Sdn Bhd and Umech Construction Sdn Bhd — Karen Cheng Pui Kwan and Nathaniel Rajakumar — were unexpectedly thrown into the limelight for the wrong reasons.

PDC had initially wanted to sell the land to Umech Construction, but instead decided to partner Umech Land to co-develop the RM3.5 billion Batu Kawan Industrial Park 2 (BKIP2) on the land.

Although the two private companies are legally unrelated, Umech Land and Umech Construction have common shareholders and directors in Cheng and Nathaniel.

Before Sunway acquired the 70% stake in Umech Land on Sept 25, Cheng and Nathaniel were shareholders of the company.

Initially, Cheng was the major shareholder in Umech Land, with a 70% stake, while Nathaniel held the remaining 30%. Their shareholdings were diluted, after Sunway injected RM23.33 million via the subscription of new shares, to 21% and 9% respectively.

Cheng and Nathaniel also hold 70% and 30% respectively in Umech Construction. Interestingly, the two companies have bumiputera status.

According to Umech Land’s website, 43-year-old Cheng, an IT and business administration graduate of the University of Canberra, Australia, is the group’s managing director.

Meanwhile, 48-year-old executive director Nathaniel holds a Bachelor of Science in Engineering from the University of Aberdeen in the UK.

Other than Umech Land and Umech Construction, Umech’s group of companies include Umech Sdn Bhd, Impian Jelas Sdn Bhd and Impian Haven Sdn Bhd.

 

 

A FIGHT FOR GOLD

By Cheryl Poo

 

On May 16, the Malaysia ­Anti-Corruption Commission (MACC) raided the gold mine and office of Wullersdort Resources Sdn Bhd — a wholly-owned unit of Bahvest Resources Bhd — in Tawau, Sabah.

Some senior executives, including managing director-cum-CEO Datuk Lo Fui Ming, were detained for three days.

The investigation by the commission came three weeks after a group of shareholders — collectively holding over 10% equity interest in the company — wanted to convene an EGM to replace three board members, namely Fui Ming, his son Lo Tek Yong and non-executive chairman Datuk Seri Dr Md Kamal Bilal.

 

 

Datuk Lo Fui Ming

Former managing director of Bahvest Resources Bhd

 

Until May this year, the 66-year-old Lo Fui Ming was the face of Malaysia’s only listed gold mining company, Bahvest. On paper, he and parties close to him held more than 20% of Bahvest and seemed to be firmly in control.

But a group of shareholders holding more than 10% equity interest called for an EGM to remove Fui Ming and his son Teck Yong and a few more directors in April. Within two months, Fui Ming and the others were out of Bahvest after disposing of their stakes in the open market, which sent the share price crashing.

The boardroom battle in Bahvest fizzled out. But the company’s goldmine operations continued to have issues with Fui Ming’s private company, Southsea Gold Sdn Bhd.

Fui Ming is facing a few legal issues. Among them is for allegedly cheating the Sabah government for failing to declare actual gold production between December 2019 and July 2023, causing the state to lose RM1.3 million in royalty revenue. Fui Ming is being charged together with Teck Yong.

Fui Ming and Bahvest are also locked in a legal suit. He is seeking RM20.4 million from Bahvest for allegedly wrongfully occupying and trespassing on Southsea Gold Sdn Bhd’s land to undertake its mining operations between 2018 and April 2023. Bahvest is contesting the matter and seeking the recovery of RM6 million that it claims was wrongfully transferred out of the company by Fui Ming.

Southsea Gold still has about 631ha of mining concession left after carving out the 317ha leased to Wullesdorf. But of late, lawmakers in Sabah have been questioning the legality of the mining concession following the breaches of terms. Will Southsea Gold still have a mining concession in the new year?

 

Datuk Freddy Lim Nyuk Sang

CEO, Kretam Holdings Bhd

 

At 71, low-profile Datuk Freddy Lim Nyuk Sang drew attention for leading a group of five shareholders in taking over gold miner Bahvest Resources Bhd.

The group only had just over 10% equity interest in Bahvest when it started the move to oust founder and former managing director, Datuk Lo Fui Ming, from its board in late April.

What surprised the market was Fui Ming and his allies’ selldown of their interest in Bahvest when the boardroom fight started. The selldown allowed Lim to increase his stake in Bahvest through Innosabah Capital, which is a wholly-owned subsidiary of Kretam Holdings Bhd.

By June, a new management team and board of directors were in charge of Bahvest, which has the rights to mine gold in Tawau, Sabah.

Innosabah Capital has been mopping up Bahvest shares since June. It is the single largest shareholder with 13.69% equity interest. Controlled by Lim and his son Gary Lim Tshung Yu, Innosabah Capital first surfaced as a substantial shareholder of Bahvest in June.

Innosabah Capital’s gradual buying of Bahvest shares has not gone unnoticed. On Oct 3, Bursa Securities queried Kretam on Innosabah’s acquisition of 12.95% or 160.58 million shares in Bahvest between Nov 29, 2022 and Oct 2, 2023.

Kretam explained that it viewed Bahvest as an investment with potential given the climb in gold prices in recent years. Kretam clarified that the group was sitting on net gains from its investments in Bahvest where Lim and his son Tshung Yu were not on the board.

Apart from Innosabah, an individual, Lee Vui Han, has also emerged as a substantial shareholder in Bahvest.

The company has seen a turnaround since the new management was put in place and also thanks to higher gold prices. Since a less than 20% stake will not be meaningful for Innosabah Capital, will Lim further raise his stake in the gold miner?

 

Datuk Allan Goh Hwan Hua

Director and single-largest shareholder of MYAirline Sdn Bhd

 

After MYAirline Sdn Bhd launched its first flight, its low-profile co-founder Datuk Allan Goh Hwan Hua managed to stay out of the limelight, rarely interacting with the media. But he made headlines after the start-up abruptly suspended flight operations in October, leaving passengers stranded at airports.

MYAirline’s collapse sent shock waves through the local aviation industry as critics questioned how the authorities could have overlooked the red flags in the low-cost airline’s financial health and allowed it to operate in December 2022, looking at how Goh was linked to companies mired in controversy, including allegations of illegal deposit-taking and money laundering.

Shortly after MYAirline’s suspension, Goh, his wife Datin Neow Ean Lee and their son Sean Goh Tze Han, who is a board member of MYAirline, were remanded for four days to assist in police investigation into the failure of the airline and alleged money laundering involving investment company i-Serve and companies under it that are linked to Goh.

Companies Commission of Malaysia data reveal that international trade consultant Zillion Wealth Bhd has 99.25% equity interest in MYAirline and Trillion Cove Holdings Bhd, a money-lending and financing company, a 0.625% stake. Both Zillion Wealth and Trillion Cove named Goh as a director. The airline’s former CEO Rayner Teo Kheng Hock holds the remaining 0.125% of the airline’s shares.

Zillion Wealth is wholly-owned by Goh’s family. Goh has a 99% stake in Trillion Cove.

Goh has been named in a new lawsuit brought by 15 investors to recover RM8 million in outstanding financing returns.

As affected passengers and investors await the outcome of the police probe and the suit, MYAirline is on the hunt for a white knight to revive its operations. — By Kang Siew Li

 

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