Cover Story: What’s behind the fight at Symphony Life?

This article first appeared in The Edge Malaysia Weekly, on October 4, 2021 - October 10, 2021.
Cover Story: What’s behind the fight at Symphony Life?
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PROPERTY developer Symphony Life Bhd (SLB) has been in the news lately thanks to a clash between the company’s CEO Chin Jit Pyng and former adviser to SLB Datuk David Goh Hock Choy, who Chin refers to as a shadow director of the company.

Goh, the founder of Open Road Asia Sdn Bhd, says in a conversation with The Edge that the reference to him being a shadow director is “malicious”.

On the face of it, Goh and parties purportedly aligned to him — former chief financial officer (CFO) and former executive director Shannon Ng Ying Yiing, and former independent director Loi Chee Fong — seem to be backpedalling, with Chin gaining the upper hand after Ng and Loi stepped down from the board of SLB. This transpired after Muar Ban Lee Group Bhd (MBL), which is SLB’s largest shareholder with 17.66%, sought board representation after suspecting irregularities at the company.

SLB, under former CFO Ng’s instructions, acquired one million shares in Cycle & Carriage Bintang Bhd (CCB) at an average price of RM2.57 in June this year. SLB sold the shares in CCB last week, incurring a RM378,000 loss.

While it was widely believed that MBL had teamed up with Goh last year to block the privatisation of CCB by Hong Kong’s Jardine Matheson Holdings Ltd, MBL executive director and 9.39% shareholder Tan Sri Tan King Tai @ Tan Khoon Hai denies this.

Tan and MBL CEO Datuk Chua Heok Wee were recently appointed to the SLB board to replace Ng and Loi, which may have reduced Goh’s clout if the two are indeed linked to him. MBL had sought an extraordinary general meeting on Sept 23 to appoint its candidates to the board of SLB, but Ng and Loi stepped down before the showdown, so the EGM was deemed unnecessary.

Interestingly enough, 70-year-old Teh Eng Aun who was previously on the board of MBL, was recently appointed an independent director of SLB.

Tan in a conversation with The Edge last week said, “We are quite happy with the current management.”

While Chin only has 3.47% equity interest in the company, based on SLB’s annual report for FY2021, he has been with the company since March 2001. He was only appointed CEO in April this year.

Meanwhile, Goh, via his associates in privately held Jingshi Holdings (M) Sdn Bhd, has a little more than 5% in SLB. Jingshi Holdings also has a 6.72% stake in MBL.

The Edge asked if it was a game over for Goh considering MBL seems to be in Chin’s corner, but Chin was quick to respond, “With Datuk David Goh, I believe, it’s never game over.”

The board of SLB appointed EY Consulting to undertake an investigation into Ng’s conduct, including the acquisition into CCB by SLB, while SLB’s audit committee chairman, Soon Wing Chong, acting on a poison pen letter, appointed BDO Advisory to look into allegations against Chin.

Amid all the drama, SLB’s AGM will take place on Oct 13. Chin, independent director and audit committee chairman Soon Wing Chong and non-independent executive director Teo Chiah Chyi (who is supposedly linked to Goh) will be seeking re-election to the board.

The Edge spoke to Chin, Tan and Goh on the developments at SLB. Following are excerpts of the interviews.

 

Chin Jit Pyng on the changes at Symphony Life and his fight with Datuk David Goh

The Edge: What is going on at Symphony Life Bhd (SLB)?

Chin Jit Pyng: We are a public listed company; we are bound to comply with listing rules and regulations. As group CEO of the company, my job is to protect the shareholders, regardless of who the shareholders are.

In the course of doing that, certain shareholders (who) have their so-called nominees, directors as well as executives in the company had violated some guidelines, and committed misconduct that was brought to my attention. As CEO, I asked our internal audit (IA), HR department and company secretary to do an investigation and prepare a report for further action.

 

Why do you say “so-called”?

Basically, they were acting on the instructions of a shadow director. The executive who acts like a shadow director is an adviser that was nominated by an advisory company that had a contract with SLB to advise on certain corporate matters. So, this person was assigned by the company as an adviser to me on financial matters. Unfortunately, in the course of doing his job, he overstepped and from the reports that I received, including documents sighted, the consultant was acting as a shadow director having control over certain board members and executives, and these people collectively appeared to be working against the interest of the company, leaving me with no choice but to act as is the duty of a CEO with notice of such matters.

 

Was he brought in by Muar Ban Lee (MBL)?

No, the advisory company was approved by me. MBL, obviously I can’t speak on behalf of them — there were a lot of allegations that they (MBL) were working with him, which appears to be untrue, contrary to rumours being circulated by certain quarters, including earlier reports by The Edge.

The adviser, this individual is Datuk David Goh Hock Choy, I don’t mind telling you. He was the adviser that we hired. The reports and documents shown to the board indicate that he crossed the line and acted as a shadow director, doing things that in our opinion are not in compliance as a listed company. I had no choice but to act according to legal advice and reports from the HR department.

 

He (Goh) was close to MBL?

He made that appearance to me, (but) I can’t speak for others. There were some reports saying he represented MBL but apparently, he wasn’t (representing them).

 

How did you get to know him?

He has been a friend of mine for a long time. Like me, he is a car guy (motor enthusiast) and he claimed to be a financial expert and close to MBL.

 

Is he the one who brought MBL to buy Tan Sri Azman (Yahya)’s stake?

I can’t speak for Tan Sri (Azman), but as I understand it, when Azman wanted to divest his shares, there were some arrangements and they agreed based on their own commercial terms. Azman also knows Goh, we are all car guys. So maybe, when Azman wanted to divest his shares, he talked to a lot of people, but I don’t know who he talked to. But maybe that is why he had no objections at that time to Goh being the company’s adviser.

 

So when he was brought in, the process was just between yourself and Goh?

He was also known by Azman. It was a friendly arrangement and we wanted to restructure the company (SLB). For example, I was non-executive director of the company for almost 20 years, so part of the arrangement is because Azman wanted to divest his shares and he wanted some senior people to take over the business — which is me. So that was why I was re-designated as executive director in March.

So, to me it is very simple. We came in to reorganise the company (SLB). When Goh was in, he recommended a couple of directors (to join the board) as well.

 

When he (Goh) was recruited as an adviser by you,  he recommended two directors?

Yes, he was brought in as an adviser to the CEO. From the impression he gave everyone, he is very strong in financial market knowledge. When the property market [was] going down, I needed someone to advise me on financial aspects ... I’m not a finance guy.

 

Is it game over for Goh with the removal of those directors?

With Datuk David Goh, I believe it’s never game over, but it is the corporate world and anyone can act, within the rules of the game.

 

Does he (Goh) hold any SLB shares?

His wife, yes I believe. His allies, yes. There is a company called Jingshi (Holdings (M) Sdn Bhd, which has a 5.015% stake) — I can’t be sure if it is controlled by him or an ally.

 

What about Open Road Asia Sdn Bhd, with which SLB has a proposed JV? Is it his?

Open Road got a concession from the Kedah state government to develop a (race) track. It is great idea, I like it. Open Road is controlled by his (Goh’s) sister.

We like the project ourselves. We are building some high-end condominiums, and that is partly the reason why Goh was in here (SLB) as an adviser, as he was an adviser in that project as well.

But this was done at arm’s length. There are still a lot of conditions precedent to fulfil. It’s not a done deal, it is still subject to a due diligence and some conditions. There is some delay because of the Movement Control Order and, yes, a certain amount of money has been paid, but if the due diligence does not pass, we can get the money back.

 

On the BDO report and hefty discounts

I’m looking at the article that you (The Edge) wrote. In terms of some of the wrongdoing that I am alleged of, I need to defend that.

Essentially in that article, there is quite a bit of information from a BDO report alleging that I did some sort of misconduct.

First of all, I’d like to explain that the BDO report was not authorised. It is incomplete and not conclusive as stated in the report itself. It was also not to be circulated.

The report was commissioned by an independent director who was recommended by Goh to the board.

When the company began to uncover their (directors aligned to Goh) wrongdoings, they tried to commission this report to undermine my credibility before the company’s investigation into them surfaced. They started to retaliate by stopping me from doing (undertaking) the investigation.

It all started in June after the CFO, Ng (Shannon Ng Ying Yiing), was appointed. Four days after joining, she did a transaction without proper process ... buying Cycle & Carriage Bintang Bhd (CCB) shares.

 

How much did they spend on the CCB shares?

RM2.6 million, and they wanted to buy more (but) they didn’t have funds. It was done without my approval, nor (that of) the board of directors (BODs). When they did that, the company conducted an investigation and they realised their game was up and they quickly tried to divert attention (from it) by making unfounded allegations against me to discredit me.

Assuming that I did do something wrong, I’m the CEO of the company. If there’s any suspicion on my conduct or among the senior management of the company, the process should be to make a report or whistle-blow, and by right it should be highlighted to the board and an internal investigation conducted.

The right process is to go to the board, draft an investigation, appoint the relevant internal audit, HR or whatever, to conduct internal investigations, whether these complaints warrant an investigation.

If there is indeed misconduct, the board will decide whether they should engage with the party to verify the veracity of the complaints.

 

The RM2.6 million used to buy shares … is there any limit on the CFO, how much she can spend without board approval?

No such thing. First of all, we are a property company. If you want to do things that are outside property, no matter how much you spend, you need approval. For investment, you must have approval from the investment committee — they formed the committee after they had done that (buying shares to try and rectify their wrongful actions).

 

Who actually approached BDO to start the investigation?

There were so called whistle-blowing complaints and I have reason to believe that the complaints were put forward by the CFO (Ng). I know it was engineered with internal information. I wondered how this whistle-blower can have access to this type of information, which was not authorised by the board to be disclosed. In any event, the documents given to BDO were selective. Hence the report was qualified by BDO themselves.

 

So when BDO was engaged, only three people knew — only Ng, Goh and (chairman of audit committee) Soon Wing Chong?

Yes, you’re right. When the company suspended two executives, that report came out two days later and the board knew about it. They wanted the board to convene the meeting and look at my case.

 

The two who were suspended were?

It was Ng and Tony Teo Chiah Chyi. They were both suspended at the management level for misconduct, doing things without adhering to the process based on the internal audit that we have, and they were not suspended from the board.

With the advice of HR and our legal advisers, we suspended them because we felt there were grounds for serious misconduct, pending a third-party investigation. The suspension was made on advice to preserve the integrity of the company’s investigation into the misconduct.

Let’s go back to your article. It says I was responsible for two bulk sales with Heritage Shield Sdn Bhd. I only came in April, I only got involved in these bulk purchases in May. The (BDO) report lacks information as they assumed that I also handled the case in 2018, when I was not at the executive level (as a director).

Besides that, in the report, they also said this company Heritage Shield was appointed by me in 2018. I just came in this year at an executive level. Of course, I am aware of their (Heritage Shield’s) appointment by (former shareholder) Tan Sri Azman. The truth is, this agency was appointed by the company (SLB) for big jobs in 2010 and 2011 … They (Heritage Shield) have always been our agent and it is not something that just came up because of me.

 

Tan Sri (Azman) appointed them?

Of course. During his time (at SLB). When I came in, one of the challenges for me was unsold properties in the company. This particular project is highly priced. They left me 159 units of unsold bumi lots.

My first job was to clear the unsold units. So, I told them, anybody who has any ideas, come forward, so they (Goh, Ng and Loi) quickly jumped on the bandwagon for the fire sale. They all brought in their friendly parties to negotiate, but they all wanted a 45% discount and above. No way I could do that.

Our breakeven point is around 40%. That means if I give less than a 40% discount, I will (still) make money. Above that, I am losing money.

So, they (Heritage Shield) came to me and said (they) can buy 50 units, (but) you give me a good price. So the best price we could give was 35% and we will still make money. This was done with consultation with the marketing team and former CFO Mr Koay (Beng Hock), especially on the financial impact to SLB.

The agent is also known to me, and I know he is a good marketing guy. I said, ‘why don’t you take another 50 units and make it 100 units?’ That’s how the contract was engineered to ensure we sold as many of the unsold bumi lots (as possible) and take them off our books.

We put one term in that SLB has never put before. We asked for RM1 million collateral to guarantee that he (the agent) can finish selling all the units.

So, we looked for one bulk purchaser. You take the entire block at a special discount; that means I outsource the whole thing to you. This is our marketing strategy; the whole industry is doing that. By the way, bulk discount is different from agent’s commission.

 

Is a 35% discount considered high?

Depends on the project, depends on the timeframe.

The highest-priced unit is RM1.3 million to RM1.4 million, and the cheapest is RM800,000. How can you sell (in a weak market)? At that time, we were targeting Chinese students who have rich parents.

There’s no right or wrong here. It was a commercial decision. It’s a balancing act, whether I am making money or not. If I don’t have cash flow, my company will have problems.

 

You used some Whistle-blower Protection Act …

Of course, I went for that. It was to stop them from trying to prevent me from concluding the investigation into the wrongdoing, especially the purchase of the CCB shares.

 

How does that work, what whistle did you actually blow?

I cannot disclose that, it is the law. The fact remains there were certain inappropriate things being done which affected the company and, which at an executive level, there was an ongoing investigation independently done by HR and IA.

Action needed to be taken with the necessary authorities, reports were made, we have the whistle-blowing position. That is all I can say.

I have a fiduciary duty to the company.

 

Can you actually come out and say you are a whistle-blower?

Technically yes, because I am a whistle-blower on the transactions done by the CFO, knowing they will do something to stop me from investigating, so therefore I sought the (whistle-blower) protection.

So your statement (The Edge, Issue 1388, Sept 27) where you said that I employed a lawyer (Hafarizam) to issue a legal letter to the SLB board to prevent the disclosure of the discussion of the BDO report by preventing a convening of a board of directors meeting … I did not do that … If you can convene a board meeting, go ahead, but I didn’t want the case to be discussed until this thing is settled, the investigation is done fully without any interference or influence.

 

Is the board looking at the BDO report? What is the status of the report?

The board was not presented with the BDO report but the Audit Risk Committee (ARC) was. ARC later realised the BDO report was ultra vires and also incomplete as it was done without involving internal audit or HR, hence ARC decided to withdraw the BDO report and went for an internal investigation instead.

The board was notified on the BDO report withdrawal, and ARC reverted to an internal investigation, which is currently being conducted. We strongly believe (with evidence) the info was leaked by a couple of executives, including the content of so-called whistle-blower complaints.

Until such time there is conclusive misconduct evidence discovered, only then ARC will present to the board to seek the mandate to engage a third party consultant to verify — otherwise, NFA (no further action).

The EY report is, however, authorised … went through the process. So the board said okay, we can look at it.

 

On the EY report and purchase of RM2.6 Million Cycle & ­Carriage Bintang Bhd shares

Isn’t RM2.6 million a small sum?

If you steal 10 sen, you are still a thief, if you steal a million (ringgit), you are still a thief. It’s not a question of big or small, it is the behaviour and principle.

To me, the company’s loss is already half a million (ringgit) based on today’s price — maybe (it’s) small to a listed company but it is a lot of money, and it is an offence.

At that point in time, based on the EY report, we noticed that on (June) 21 or 23, the CCB share price went up to RM3, and it was done at RM2.57, based on the remisier’s feedback.

Based on the EY report, she (the remisier) recalled that they (SLB) were buying at a high, not buying at a low. But on this, we are submitting the report to Bursa and the SC (Securities Commission).

 

Was SLB buying Goh’s shares?

We believe it’s from his proxies. On the 28th to 30th (of June) SLB bought the shares (in CCB and it was) done by (the) CFO. From the EY report, the remisier says that it is very funny that people (Ng) parked (the price at which she wanted to buy shares) at a high price … it is very strange.

 

So the price was pushed up?

Again, I don’t have evidence, but we suspect someone may have pushed it (up). The moment we bought the shares, the price went flat again. It is in the EY report, the numbers and all those things.

 

As far as the CCB share acquisition is concerned, it was the decision of the CFO to make the share purchase without notifying the board. Is this the situation?

Yes.

 

She has the authority to utilise RM2.5 million or RM3.5 million?

She moved RM3.5 million into the subsidiary account. Of course, she needed to pass a director circular and resolution to do that, but this is a normal course of business, moving funds from one account (to another). It is within her authority, but with a director signing off, but when it comes to utilising the funds, it is not the normal course of business. There is another process to go through — that process is first, an investment committee has to be formed, (to) evaluate whatever decision that is made other than in the normal course of business.

 

The investigation done by EY was before the one done by BDO?

We did the internal audit report first, then we subsequently appointed EY. The BDO report was probably at the same time. But our whole basis for the suspension is not based on the EY report, it is based on our internal audit report, which was done earlier than the BDO report.

 

Who engaged EY?

The board.

 

She (Ng) was aware of the appointment of EY?

Yes.

 

But didn’t you say they (Goh and his allies) controlled the board?

How could the board disagree, the board could not ignore it (the issues).

 

The resignation of a CFO creates a certain negative perception for the investing public.

In this case, she resigned as a director, but as CFO, she was dismissed. Obviously, we didn’t disclose the reason in the Bursa announcement, but when anyone is dismissed, it’s only one thing — doing something wrong. If she resigned, it would be a different story.

We didn’t want to air our dirty laundry in public, but of course, we disclosed it to Bursa. We gave the whole list of investigations to Bursa.

 

On Muar Ban Lee as the major shareholder

How is your relationship with MBL?

They are SLB directors.

 

Are you okay with the Chua family?

I have nothing against them. I don’t know the family, I only know the directors in SLB.

 

You brought in Goh as an adviser. When MBL was bought into SLB, did they know that Goh was an adviser?

Yes, they knew. They (MBL) were a pure investor at that point in time.

 

MBL called for the EGM because they couldn’t appoint their own board representatives?

MBL bought another block from Azman in July, so they became the single largest shareholder. Then they started to see the turmoil and they started to call me to ask what was going on. I explained that my job is to protect the company.

They asked me if I am having any problems and I said yes, I am having problems. Then they said they want to come in as directors, to see what is going on.

When they wanted to come in, obviously they couldn’t get their way as the board is controlled by Goh, the shadow director. So their (appointment to the SLB board) was not approved by the nomination committee. So MBL called for an EGM to remove the directors (linked to Goh).

If MBL is not happy with me, there is nothing to stop them from removing me. So, effectively, MBL is supporting me technically to get rid of them.

Tan Sri Tan King Tai of Muar Ban Lee Group on David Goh and their push to remove certain SLB directors

The Edge: How did Muar Ban Lee Group Bhd (MBL) come to buy into Symphony Life Bhd (SLB)?

Tan Sri Tan King Tai: I have been in the corporate (scene) for a very long time. I have been executive director of a few public-listed companies. I was involved in the listing of MBL group, a family-linked company in 2009. All these years, MBL has done very well. Within 10 years of listing, we have paid the full IPO money to all the shareholders. We did our best to do (undertake) our business well. And, as and when opportunities came, we did invest in public-listed companies.

Sometime in 2018 and 2019, we (MBL) made a small investment in CCB (Cycle & Carriage Bintang Bhd) and we attended the EGM (to vote on a selective capital repayment exercise). During the EGM, we noticed that so many shareholders objected to the takeover (saying the offer price was too low).

Subsequent to the EGM, we disposed (of) all our investments in CCB in early 2020 because we did not agree with the CCB offer price, so the chapter was closed as far as CCB is concerned. Then subsequently, the other CCB case (where a second attempt was made by Jardine to privatise CCB), it had nothing to do with us (as we had sold out).

MBL, being a family-based company, we have managed our affairs ourselves all this while without appointing any official advisers or proxies — especially on the investment in SLB.

Recently, we acquired a total of 17.9% in SLB, some purchased from the public and some from Tan Sri Azman Yahya.

The investment was approved by our shareholders during an EGM and MBL had no intention to have any board representation in SLB, as we deemed the said acquisition in SLB as a long-term investment. However, if there is an opportunity, we will diversify our business into property investment.

Somewhere around mid-August, we realised that there was some internal dispute among the management, and we had every reason to believe that certain directors of SLB were not acting in the best interest of the company. So that was our reason for the resolution to remove directors whom we disagreed with on the direction of the company, and this direction, we believe is not in the best interest of the company and the shareholders.

As such, MBL called for an EGM to be represented on the board (of SLB).

Subsequent to the EGM notice, two directors resigned in early September 2021. Then MBL sent in our nomination that we want representation (on SLB’s board), so they (the existing SLB board) duly appointed us so that we can protect our interest and that of other minority shareholders.

On Sept 2, 2021, our (MBL) CEO Datuk Chua Heok Wee was appointed as an executive director, together with Teh Eng Aun and I, who were appointed as non-executive directors. We attended the first board meeting on Sept 13, 2021.

 

What about the BDO report?

The Edge had mentioned that the BDO report was tabled at a board meeting. However, we wish to stress that it was a briefing by the audit committee chairman on the said BDO report to the board.

I have sighted the incomplete report,which is meant for the addressee, that is, to the audit committee chairman. Nothing (from the BDO report) can be divulged. I don’t know how The Edge managed to get the said report, I was very surprised.

You see, basically, the report mentions clearly, BDO does not accept any responsibility for the accuracy and completeness of its information. The board has decided to make further investigations.

 

So that is why it was not tabled to the board?

Basically, to me, with regard to the BDO report, in the first place, the audit committee chairman made a mistake. In actual fact, by right, if anything happens to the company, the audit committee needs to seek the board’s approval to discuss the matter and hire independent advisers.

Unfortunately, those issues happened before I joined the board on Sept 2 this year.

 

Tan Sri, earlier you said MBL didn’t have any advisers, but what about Datuk David Goh? Was he an adviser?

No, MBL has never appointed any advisers officially, as far as I know, especially in SLB … except the adviser in the palm oil industry-related business. We are a family-based company; we manage our business on our own.

Does Goh have any shares in the company personally? He doesn’t have any shares in the company personally.

 

In MBL?

He doesn’t have any shares personally in the company (MBL), except his spouse (Datin) Chok Chew Lan and Charmaine Goh (his daughter) are holding some MBL shares.

 

Is your relationship with Goh all right? Was he ever close to you?

Generally, I don’t have any relationship. I know who he is, that’s all.

 

Was Goh involved in the sale of the stake in SLB to MBL?

That I am not very sure. Basically, we bought a block from Tan Sri Azman. That’s all, as simple as that.

 

Then how did Goh become part of SLB?

I don’t know. I only knew (he was part of SLB) when there was a notice in a newspaper that he (Goh) was being removed as an adviser of the company SLB.

I was also surprised that such a thing (his removal) happened, Subsequently, I heard there were some problems within the company, so we called for an EGM to remove certain directors and get ourselves represented in the board to protect our interest and other minority shareholders.

 

What were the problems?

At the end of the day… you saw the dismissal of the previous executive director and CFO (Shannon Ng Ying Yiing). She is an executive director, not only CFO. She was dismissed … I have nothing to comment on that, we are new (on the board of SLB).

 

What is it in SLB that you found attractive when you bought in?

We saw the total net assets of the company are high, with a net tangible asset per share of more than RM1.62, and most of the properties had not been revalued (in some time).

 

The BDO report doesn’t trouble you at all? You are not concerned about the findings?

The audit committee chairman has briefed us (MLB representatives) since we are new on the board of SLB, and I saw a few pages (of the report). It is a half-cooked report. It was hired by the audit committee chairman without authority.

 

But the report didn’t worry you? There was no element of truth in the report?

No. The 35% discounts mentioned (in the BDO report) for projects is marketing strategy ... we requested for further investigation on the said BDO report in the board meeting.

 

Just to check with you Tan Sri, you say you know Goh but you don’t know him well. Is that accurate?

Yes, I know such a person (from a) long, long time ago but I (didn’t) have any links to him until a few years ago when we met in KL.

The CEO of MBL got to know him, that’s all, but we did not appoint any advisers except the adviser in the palm oil industry-related business.

We are now hoping to clear up whatever misunderstanding inside there, so that the staff morale is improved. We are quite happy with the current management.

The BDO report is an internal matter. I think it’s wrong to report it. They (BDO) only interviewed two or three persons. I was quite saddened by the report (by The Edge). Anyway, we take it that what is past is past. To me, I have no ill feeling.

Datuk David Goh on his roles in Symphony Life and Muar Ban Lee Group

The Edge: It is alleged that you recommended three people — Shannon Ng Ying Yiing, Tony Teo Chiah Chyi and Loi Chee Fong — to be board directors at Symphony Life Bhd (SLB) and that you acted like a shadow director through them. Is that accurate?

David Goh: To suggest that is malicious. In this SLB thing, I was only a broker, introducing deals to them, because Tan Sri Azman Yahya was looking to exit. That was when we started talking and it went on for more than a year. I don’t know Shannon, not until she started working in SLB. She was actually recommended by an investor relations guy. She comes from a very good tax background. So, I referred her to Azman. I told him that ‘Shannon is a very good tax person. You should interview her’. Eventually, Shannon was appointed. I do not know Shannon personally. Meanwhile, Loi is an ex-staff of SJ Securities and he is now a fund manager. I referred him to Azman. I merely introduced him. It was Azman’s decision to appoint or not. All of them were appointed way before I was even appointed as a group adviser for SLB by (J P) Chin himself. My appointment was by Chin, not by the board.

 

Are you the one who brokered the deal for Azman to sell his stake in SLB to Muar Ban Lee Group Bhd (MBL)?

Yes. My wife and some of our private investment companies have been investing into MBL. In fact, I also introduced one of your writers to interview MBL managing director Datuk Chua Heok Wee. I know them because of our investments in MBL.

 

Is your relationship with MBL still okay now?

There are a lot of allegations outside. But let’s be very clear ... I heard different versions [of the story]. I heard different parties were looking to control SLB.

 

Basically, there are a lot of stories running around now?

I tell you, if I need to answer to everybody, I think my hair will all drop.

 

Were you the representative of MBL in SLB?

No, no, no.

 

So, you’re just an adviser (for SLB)?

Yes. But you see, I am also a group adviser for MBL for probably more than two years now. MBL was looking to diversify its income streams, because palm oil is almost a sunset industry.

 

How’s your relationship with Chin?

Let me organise my thoughts. Basically, the problem is the way he manages the company. He and I have some disagreements about SLB’s operations. Since he became the CEO of SLB in April, no project has been initiated. SLB is a property developer. You cannot be living on selling your inventory. If you ask the staff, we have project meetings almost every week to review individual projects, the costing, the market study and all that. We have been doing that for five months.

But today, we have lost the top management.

We have lost the top general manager of marketing. We also lost the COO, Stewart Tew, who was the key man of SLB during Azman’s time. Stewart resigned about two to three weeks ago. Stewart is not linked to me.

So, if you look at SLB now, the top management is vacant. As I understand from some of them who came to visit me, they say the company has no direction, and that morale is very low. Before Chin took over as CEO, everybody worked as a team during Azman’s time.

Chin has been in SLB for the longest time (as non-executive director). In fact, he has been with the company since it was known as Bolton. Chin was the one who took over the controlling stake in Bolton from Tan Sri Lim Yan Hai.

Then, Chin faced some problems. Chin told me that after he went in, the other (Lim) brothers resisted his inroads into Bolton, and he didn’t get certain things done. Chin then invited Azman to take over. So, Chin has been there for the longest time.

 

What led to the BDO report?

What happened was that shortly after Chin took over as CEO, he didn’t initiate any new project. He didn’t do anything. The only thing he did was to focus on selling inventory.

Of course, in this case, looking at the Union Suites project, there are still 159 leftover units, out of which 50 units are bumiputera lots. We got clearance (from the authorities) to sell some of the bumi lots to non-bumis. Chin got Heritage Shield to do a bulk sale agreement with SLB.

He is giving a 35% commission. This project is entering vacant possession (VP) stage. If we do not sell all units before VP, the units will then become subsale, which will become a problem. As a developer, when you launch a project, you name your price. Let’s say RM1 million. So RM1 million will be used as a benchmark to get bank financing.

When you go into subsale, it literally means market price, but people will mark up the unit price, so that they can get higher financing and lower down payment. When you turn developer stock into subsale, you will be jumping off the cliff.

That’s why Chin got in his underwriting agent, Heritage Shield. But if this agent does not perform, it will affect our reputation. Out of the 35%, let’s say 20% will go to the house buyers.

Then people will say don’t buy any unit from SLB on day 1.

Imagine if your neighbour bought a same unit as yours for RM80,000 because he gets the 20% discount and you bought for RM100,000. How would you feel?

Another problem is that if the agent is unable to sell all, in this case, the agent sold only 30 units, the damage will be done because they have given the 20% discount. It will be very difficult for us to raise back the prices.

Therefore, in the bulk sale agreement, we asked the agent to provide an upfront commitment fee. I agree to let you sell the 50 units of bumi lots at 35% discount, but you have to give me a commitment fee, so that in the event that you cannot sell all, you have to forfeit your commitment fee. Now, if you manage to sell only 30 units, we will still give you a chance to enter into S&P agreement for the remaining 20 unsold units with us. Therefore, we will use the 35% commission for the 30 units as part of your settlement for that 20 unsold units. This is where the problem arises. When Chin told me that Heritage Shield managed to take 50 units, I was very happy. He told me that the sales, after discount, will probably bring in about RM32 million.

There was also a commitment fee paid of RM1 million. Now, this is where the peculiar thing happened. About a month later, I casually asked whether the commitment fee was paid. Only after some enquiries, did I find out that, no, the cheque wasn’t banked in. The cheque being issued was about RM640,000. That means there is a shortfall of RM360,000.

The audit committee chairman Soon Wing Chong received an anonymous email telling him about this abnormality. Being the audit committee chairman, he has the duty to protect the assets of the company. After the audit committee meeting, they engaged BDO to do a forensic report. Subsequently, Chin took action against Shannon.

Chin, as the CEO, has the power to suspend her as CFO. After Chin found out that Shannon had been furnishing information to BDO, he barred her from entering office. On the same day that she was suspended, the draft copy of the BDO report came out.

Soon called SLB chairman Datuk Jasmy Ismail to inform him about the allegations made against Chin and that we needed to call for a board meeting. But Jasmy said he wanted to seek an independent legal view on how to deal with this matter. Then, Chin told the board of directors and company secretary that he was allegedly protected under the Whistleblowers Act, and therefore, no one should be allowed to deliberate on this matter. In a way, he was jamming the board meeting.

 

There are allegations that the BDO report is inconclusive because they only spoke to a small number of people, including Shannon, and those who are aligned with you.

No, no. The AC chairman had a duty to protect the company. When he engaged BDO, it is entirely BDO’s job to do what they are supposed to do. Of course, there are also limitations. There was the MCO (Movement Control Order). And Chin had issued a letter, so there are certain things they couldn’t do. The thing is that the BDO report was officially signed off on Aug 13.

They also recommended the company to do a full audit on some of the documents. Of course, this thing was jammed by the (new) board.

 

When we spoke to Chin, he brought up the issue about the trading of Cycle & Carriage Bintang Bhd (CCB) shares. He alluded that Shannon actually acquired CCB shares without his approval, and that was the reason why she was dismissed.

I think that (Chin’s allegation) is entirely inaccurate. Before we even talked about buying shares, Chin already approved that, in view of no new project launches, and because we had to beef up the top line, the board had agreed to set aside RM50 million for capital investments.

But this is not something new in SLB. Azman had a unit doing this about 10 years ago. SLB already had an account to do this. That budget had been approved. I told Chin about CCB. He liked the idea because he is also involved in cars, and we are going to develop the Langkawi project.

He agreed to do it. If you want, I can show you all the WhatsApp messages from him talking about this project. I think the authorities would have seen these messages. Before Shannon went in to buy the CCB shares, I also told Chin about it. His only concern was that whether we [had] got the money. But after we reminded him about the RM50 million budget, he told us to go ahead and invest.

Everything is in WhatsApp. Do you think Shannon would just buy shares without proper authority?

 

Is it true that SLB acquired your shares in CCB?

Everyone knows CCB’s privatisation failed twice because of me, that’s a fact. I still have some shares, but nothing very significant. Shannon bought some shares from the open market. She took about two to three days. Her mandate was to buy one million shares.

 

So, you’re saying you wouldn’t know whether or not Shannon bought your shares in CCB?

CCB has about 100 million shares. Jardine Cycle & Carriage Ltd, in the last attempt, only managed to get about 88%. So there are still about 12 million shares out there.

 

When you were blocking the CCB privatisation deal, were you acting on behalf of MBL?

No. I was also a group adviser for MBL back then. When we invested in CCB, it was before they launched the first privatisation offer, which was a SCR (selective capital reduction). In that first privatisation, MBL engaged Inter-Pacific Securities Sdn Bhd to do a full survey of value discovery on CCB.  Two guys from Jardine came to see us. We told them the disparity is too big, and we told them straight to the face, that we would not vote in favour. The rest is history.

 

We have spoken to Tan Sri Tan Khoon Hai, but he told us that you’re not an adviser for MBL.

I have a name card printed by them. I can send to you now. Tan Sri Tan is the uncle to the Chua family. To say that I was not properly appointed ... either he didn’t get the facts right, or he is trying to hide. How can he say I am not?

 

Did you bring MBL to buy Azman’s stake in SLB?

I was a broker, yes.

 

What is your designation in SLB?

After Chin became the CEO of SLB, he appointed me as a group adviser.

 

There are a lot of allegations against you, saying that you are bankrupt and all that. Is that true?

This is a fact. Shortly before this whole thing erupted, somebody put some poison letter somewhere, talking about us being selected to participate in the Langkawi project because of some corruption involved, that’s why they went to MACC. The timing of these things is just too coincidental to believe. Of course, I don’t have proof. I don’t want to allege anything. The Kedah state government has issued a very strong official statement that we won this project based on our credibility.

 

Why did MBL move to remove directors of SLB linked to you? Doesn’t that show the rift between you and MBL?

Frankly, if you go back to read MBL’s EGM circular, they want to gain exposure to the property sector. They came across SLB because SLB has been performing well during good times and bad times. But I was the one who arranged the banking facilities for MBL to acquire shares in SLB. During that discussion with RHB, it was made very clear that there would be no board seat. MBL was to buy solely for investment and to enjoy future dividends.

Coming back to your question, why did they call for an EGM? Shortly before they did, Datuk Chua and Tan Sri Tan called me to say that since SLB’s share price has been going south, MBL has to now write off about 30 sen a share, or RM25 million in paper loss. They had a lot of internal pressure by independent directors.

They asked if I could appoint two of them to be the directors. But there are two issues here. First, you told MBL shareholders that this is solely for investment and you will not get a board seat. That is the fundamental thing.

I told them that they shouldn’t get a board seat. They got angry. And they told me that they [have] got to do it, so that they could show their shareholders and independent directors that they are doing something.

That’s why they called for the EGM. But what surprised me is that they also wanted to remove three newly-appointed directors in Shannon, Loi and Tony. I told them that “you guys are potentially falling into Chin’s trap”. Because at the time, Chin was trying to reduce the influence of the board. If you (MBL) remove these three directors, at the board level, it would be seen as you gain control of SLB via Chin.

But after some thought, I told the three outgoing directors that it’s better to resign than to be removed, because it doesn’t look good on them to be removed. Eventually, Shannon and Loi accepted the fact. I also procured their resignations and passed to MBL.

 

Is Jingshi Holdings, which has stakes in SLB and MBL, linked to you?

It is a company incorporated among a group of friends. Each of them put some money in the company, which invests in many companies, including SLB and MBL. These are the companies that we think have good future.

 

It looks like Chin has an upper hand now in SLB.

Chin has got little shares in SLB. His strength is that he is the CEO. MBL has some shares, Jingshi also has some shares. His job is to destabilise us.

 

How do you feel? You guys started as friends when you brought MBL into SLB. What do you feel now

I feel betrayed, and of course it is painful. This happened partly because of the BDO report. He thought that I was trying to flush him out. But if you look at SLB now, all the top management level people [have] left.

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