As shocking as it is, the news of 3 directors, originating from 2 different companies are detained by graft-busters (FYI, an informal name for MACC) for allegedly making false claims over the purchase of thermal printing paper with value over RM400,000 were surfaced today.

Yes, investors may argue that the amount involved were only a mere RM0.4 million, a value that is insignificant to the digital payment solutions front runner who is worth over RM300.0 million at the time of writing.

However, it is the principles and core values behind the management that will be the decisive factor for investors to decide the value of “integrity premium” of a company.

If the alleged claims were held true – in which, I personally would not deny that the chances are high, given the MACC had taken their actions, then we do not know how many other RM0.4 million “unknown transactions” were done on the company level.

Ironically, a good friend of mine who is in the field of media/finance had the opportunity to attend the press conference held by the 2 directors/brothers weeks ago have something spicy to add to this piece. During the press, the directors had claimed that there were “destruction of shareholders’ value” caused by a series of critical action taken by board members of Revenue Group.

However, with MACC now in the picture, we wouldn’t know for sure who caused the destruction in shareholders’ value.

Just in today, the company will be holding 2 different EGMs on 17^th February, 2023 on 10:00 A.M. and 4:00 P.M. respectively.

As for the first EGM that would be held on 10:00 A.M., the ordinary resolution 1 & 2 are for Ng Shih Chiow and Ng Shih Fang to be removed as Directors of the company with immediate effect.

As for the second EGM, the ordinary resolution 1 to ordinary resolution 9 involves the removal of Director of the company with immediate effect, in which the Directors involved are:

·         Nor Azzam Bin Abdul Jalil

·         Ng Chee Keong

·         Ng Chee Seong

·         Lai Wei Keat

·         Loo Jo Anne

·         Jade Lee Gaik Suan

·         Alwizah Al-Yafii Binti Ahmad Kamal

·         Ooi Guan Hoe; and

·         Tham Sai Cheong.

Bear in mind that the second EGM’s ordinary resolution 10 also includes the removal of any Director who joined the ranks of the company to be removed between 13^th January, 2023 to the date of the second EGM.

In conjunction with the removal of the Directors that almost leave the board completely empty, there will be 3 new Directors that will be filling the void under ordinary resolution 11 to ordinary resolution 13, namely:

·         Dato Paduka Ammar Bin Dato Shaikh Mahmood Naim

Had over 35 years of working experience in administration, operation and management of public and government institutions, agencies, departments, and municipals, predominantly in the State of Kedah, and he was just retired as the State Secretary of the Kedah Government in August 2022. In my humble opinion, he should be able to add value to the company given his strong relationship with the state government.

·         Adinor Bin Mohamed Yunus

A talented banker who was the Head of Risk Management at Bank Muamalat Malaysia and rose through the ranks to become the Chief Risk Officer of the bank, and had left the bank as Chief Economist in 2019. Given the nature of business for Revenue Group, he should be able to add value to the group, too.

·         Chong Yu Cheang

An expert in the fields of taxation, audit and business advisory, who previously had relationship with Deloitte Kassim Chan Tax Services Sdn Bhd, BDO Governance Advisory Sdn Bhd, Executive Director of Moore Stephens Associates PLT and more.

What confuses me would be the ordinary resolution 14 to ordinary 15. The 2 directors are dissatisfied with the issuance of new shares, which could dilute the shareholdings of the company, and yes this is fully agreeable where we see some company went south after overdiluting their shares.

But at the same time, why would one propose to block off share buyback, that would effectively increase per share value which is commonly adopted in the US market?

I presume the blocking of ordinary resolution 14 to ordinary resolution 15 is more towards personal agenda than for the company level’s benefit, which is sad.

As for ordinary solution 16, I wanted to warn investors dearly on the approval of diversification into property development, construction, and property investment.

The 2 directors/brothers had proposed to divest into the above-mentioned industry due to their keen interest in venturing into the property technology (a.k.a. proptech) as the prospects are huge. On personal level, I agree that the smart home and smart city will be huge, but the company could very much continues its expansion in proptech with their existing approved business activities.

If, shareholders were to approve ordinary solution 16 on the second EGM, the company can freely venture into construction businesses without requiring any further approval from shareholders.

Think clearly.

As for now, let’s wait for more updates from media on the graft-busters drastic actions.