KUALA LUMPUR (Feb 10): Revenue Group Bhd said its co-founders Brian Ng Shih Chiow and Dino Ng Shih Fang have filed their defence and a counterclaim against the group, stating that their suspension as its directors was invalid.
The two brothers, who collectively hold a 19.497% stake in the e-payment solutions provider, were suspended last month after several complaints were received against them. Brian is the group's largest shareholder with an 11.932% stake, while Dino holds 8.105%.
Following this, Revenue filed a complaint against the brothers in the High Court, accusing them of violating Bursa Malaysia's listing rules regarding the group's unaudited quarterly reports for the period between Dec 12, 2020 and Sept 30, 2022.
They are also alleged to have violated Section 317A of the Capital Markets and Services Act 2007, which deals with the conducts of directors and officers of public listed companies, with the intention of causing wrongful loss to the companies irrespective of whether the conducts cause actual wrongful loss.
In a Bursa Malaysia filing on Friday (Feb 10), Revenue said Brian and Dino named Revenue and its managing director Datuk Eddie Ng Chee Siong in their defence and counterclaim.
The brothers claimed that their suspension as directors pursuant to the special board meeting on Jan 4 was invalid. They also alleged that Revenue’s notice of meeting dated Jan 19 and the special directors’ meeting on Jan 26 were null and void.
Meanwhile, two extraordinary general meetings (EGMs) of Revenue are scheduled to be held on Feb 17.
The first EGM at 10am will vote on the current board's resolution to remove Brian and Dino as directors of the group, while the second EGM at 4pm has been requisitioned by Brian in an effort to remove the current board.
The nine directors sought to be removed are executive chairman Nor Azzam Abdul Jalil, Eddie, executive directors Lai Wei Keat and Ooi Guan Hoe, and independent non-executive directors Ng Chee Keong, Loo Jo Anne, Jade Lee Gaik Suan, Alwizah Al-Yafii Ahmad Kamal and Tham Sai Cheong.
The parties have also applied for injunctions to prevent both EGMs.
Additionally, Brian and Dino have also filed an interim injunction application to prevent Revenue from calling any other further general meetings to remove them as directors, besides seeking compensation from the group.
The interim injunction application is fixed for hearing before judge Atan Mustaffa Yussof Ahmad on Feb 13.
At the time of writing on Friday, Revenue shares were trading down 2.5 sen or 5% at 47.5 sen, giving the group a market capitalisation of RM229.04 million. The counter has fallen 30% year-to-date.