PETALING JAYA: Nexgram Holdings Bhd announced that Datuk Tey Por Yee has resigned from the company that he co-founded effective yesterday to "pursue his personal interests and goals".
In a stock exchange filing yesterday, Nexgram said Tey has resigned as its executive director as well as CEO and managing director.
Tey co-founded Nexgram, formerly Nextnation Communication Bhd, and has been its CEO and managing director since May 5, 2005.
In a separate announcement, Nexgram said How Han Lum, 39, will be its new CEO.
In another announcement, Nexgram said it is buying 51,000 RM1 shares for a 51% stake in logistics company Transeaways Shipping Sdn Bhd (TSSB) from Hopscoth Invest & Trade Inc for RM41.2 million.
Nexgram said the logistics sector in Kuantan, Pahang, where TSSB operates its business, has witnessed encouraging growth for the past few years and continues to be promising.
"Nexgram's telecommunication, media and technology division could complement the TSSB's operational flow by providing mobile tracking technology on top of its existing tracking and monitoring system," it said.
Nexgram’s change of auditors raises a lot of questions
WHO says minority shareholders are a helpless lot? How can that be true when a person with a minuscule number of shares in a listed company became the only one to nominate the new external auditors for the company? And he didn’t even have to explain why he did so.
He just threw out the name of the accounting firm and came up with a proposed resolution to be tabled at an extraordinary general meeting.
It was then up to the board of directors to assess the suitability of the firm. The board decided that the appointment of the new auditors was in the best interest of the company and its shareholders, and thus recommended that shareholders at the EGM vote for the proposed change of auditors. The shareholders did as advised.
Take a bow, Ko Boon Leong of Setapak, Kuala Lumpur. If there were such a thing as the Tiny-but-Mighty Corporate Player of the Year Award, you’d likely be a top candidate for 2015.
Then again, an accolade like that shouldn’t be given away cheaply. There should be diligent scrutiny. Let’s go over the story and raise questions when necessary.
But first, the reason this has come up is because the auditors appointed last year now wants to step down, after less than six months in that role. Accounting firm CHI-LLTC explained that its workforce had shrunk recently and it therefore couldn’t handle the increasing work arising from the listed company’s “recent expansion plan”.
The listed company is Nexgram Holdings Bhd, which has been in the news lately after the Securities Commission had issued a public statement on Jan 15 regarding the company’s offer to buy all the securities of Ire-Tex Corp Bhd. It was revealed that three subsidiaries of Nexgram are the focus of ongoing enquiries by the SC and Bursa Malaysia. On Thursday, Nexgram applied for consent from the SC to withdraw the offer for the Ire-Tex securities.
Back to the replacement of auditors last year. On July 8, Ko sent a letter to Nexgram to nominate CHI-LLTC as the new auditors, taking over from SJ Grant Thornton. He also offered a draft resolution for the proposed change.
According to the letter, Ko had 1,333 Nexgram shares. That’s almost nothing compared with the company’s 1.88 billion issued shares. Nevertheless, as a shareholder, he’s entitled to nominate the auditors, according to the Companies Act.
But why him? And why make the nomination at that point, when there had been no disclosure regarding a need to change auditors?
Based on announcements made through the stock exchange, the first time the investing public had any idea Nexgram was switching auditors was on July 20, when the company issued a notice of the EGM to consider the proposed change of auditors. The notice mentioned the resignation of SJ Grant Thornton, and yet, Nexgram hadn’t announced that development.
The relevant details only emerged the next day with the release of the circular to shareholders. Some of the fresh information certainly deserves greater attention.
In late June, SJ Grant Thornton told the Nexgram board that the fee for the 2015 audit would be increased from RM200,000 to RM500,000. The accounting firm said the hike was because it classified the 2015 audit as high-risk and would therefore need to use more resources for the job.
The high-risk classification is the result of “significant changes in the level of activities in the Nexgram group” and the Audit Oversight Board’s review of Nexgram’s 2014 audit files, which led to the requirement for additional work to be performed during the 2015 audit.
The board met on July 8 and agreed to reject the fee revision, describing it “not sensible and totally unreasonable”. On the same day, the board received Ko’s letter nominating CHI-LLTC as the new auditors and alluding to SJ Grant Thornton’s resignation.
But Nexgram received SJ Grant Thornton’s letter of resignation only on July 15, after the board had written to the firm on July 10 to say it wouldn’t accept the new audit fee.
In its circular to shareholders, Nexgram says it received Ko’s notice of nomination in “anticipation of the outcome of the negotiation with SJ Grant Thornton”.
That bit of pretzel logic can only trigger questions. How did Ko know about the directors’ stand on the higher audit fee? In fact, how is he — a person with merely 1,333 Nexgram shares — even aware of the fee revision? How and why has he chosen CHI-LLTC as the standby auditors out of the more than 50 other accounting firms in Malaysia that are registered as auditors of listed companies?
And why didn’t the nomination come from somebody else, say, Datuk Tey Por Yee, who was then Nexgram’s CEO and MD, and also a substantial shareholder?
According to the circular to shareholders, the board reviewed CHI-LLTC’s fee and engagement proposal, and after consulting the audit committee, it decided that the firm’s proposal was reasonable and cost-effective.
24 Oct 2012 Larry Tey Por Yee via Global Cap Venture signed Term Sheet with Herman Koswara, the controlling shareholders of PT Fas. The purpose of the term sheet is to acquire project kuala simpang timur oil field. It is agreed that Larry will purchase Herman's shares priced at IDR 6billion (Larry has only paid IDR 3billion).
1 November 2012 Larry Tey Por Yee and Benny Tjokro agreed on how to move forward with handling over Benny's shares at PT Fas, i.e. Tey Por Yee paid the operational costs of PT Haseba as of the date of the agreement and Larry Tey Por Yee take over Benny's debt at Mayapada Bank in the amount or IDR 23 Billion (both conditions are not fulfilled). However in the said date Larry already received the shares of PT Fas belonged to Benny Tjokro. Tey put the shares in PT Asi.
28 December 2012: Larry Tey Por Yee sold his shares to Protasco Berhad in the amount of USD 55million without notifying Herman and Benny.
21 May 2013 Larry Tey Por Yee sent a forged invitation for egms of PT Haseba which will be held at the office of Djamkk Asmur, the public notary in Aceh.
14 August 2013: to pay his debt to Benny, Larry wired in IDR 5billion and put Inovisi's shares as a guarantee. Few month later when Larry is in default; Benny attempted to execute the block of Inovisi's shares and finds that the value has dropped to a meager 10% of its initial value.
23 August 2013 Larry Tey Por Yee changed the directors and commisioners of PT Haseba based on the illegal egms.
24 February 2014 Herman Koswara and Benny Tjokro lodged police report against Larry Tey Por Yee alleging that he forged Herman and Benny's signature and defrauded them.
1 April 2014 Benny Tjokro through it vehicle PT Dayasakti Putradharma filed lawsuit against PT Anglo Slavic Indonesia at south jakarta district court.
25 April 2014 Koperasi Sejahtera Bersama filed lawsuit against PT Green Pine, Jerry Djajasaputra, PT Equator Securities and PT Inovisi Infracom Tbk arguing that it had invested IDR 125billion in PT Inovisi which was guaranteed by a block of Inovisi's shares. But it had not seen any profit and when they attempted to cash in on the shares, it shares dropped significantly.
11 December 2014 Benny Tjokro and Larry Tey signed settlement agreement in which Larry agreed to pay IDR 18billion, at the latest 28 January 2015. Up to this day Larry failed to honor this settlement agreement.
10 June 2015 The court ruled in favour of Koperasi Sejahtera Bersama and order Inovisi to pay IDR 200billion.
15 July 2015 Indonesian police raided the office of PT Inovisi Infracom Tbk.
December 2015 PT Inovisi Infracom Tbk closed down it business without prior notice to the investors and employees. It management went hiding.
Over again. Lets recall chong ket pen cover up. Ckp signed an agreement and did not disclose to his board his personal interest. He signed a sd. He further fabricate a board query on doggy record he tells board some 2 years later. Doesnt cover the wrong doing 2 years ago.
KUALA LUMPUR, Nov 25 — Protasco Bhd’s shareholders will gather tomorrow at Multipurpose Hall, Unipark Suria, Jalan Ikram-Uniten, Selangor, to vote on resolutions demanding the removal of directors Tey Por Yee and Ooi Kock Aun.
Protasco Bhd and its Group Managing Director cum promoter Dato’ Sri Chong Ket Pen have also filed a suit against Tey and Ooi, asking them to refund US$22 million the company paid to acquire a 63 per cent stake in Anglo Slavic Indonesia (PT ASI) alleging that there was fraud and forgeries among other matters.
But Tey’s investment vehicle Kingdom Seekers Ventures Sdn Bhd filed a countersuit against the company and Chong claiming that he made RM10 million illegitimate gains in the transaction.
All of this because Protasco Bhd’s acquisition of a controlling stake in PT ASI, which was initiated in December 2012 and amended in January this year, was terminated in July.
Protasco alleges that Tey and Ooi didn’t disclose their interests in the acquisition.
Tey bought a 27.11 per cent stake in Protasco Bhd from its former Deputy Executive Chairman Dato’ Mohd Ibrahim bin Mohd Nor in November 2012.
Ooi was appointed as Protasco Bhd’s independent director on December 10, 2012.
He was a nominee of Tey, as mentioned in Protasco Bhd’s lawsuit.
In response to our email, Protasco Bhd said Tey nominated Ooi on the basis of the shares he owned in it, which does not necessarily mean the company or its Board knew at the time of appointment that Ooi would be his proxy or agent on the board.
It further replied, no company would be able to recruit/nominate anyone to become, for example, independent directors if the bare fact of nominating them meant they were proxies/agents. And at the end of the day, all directors owe statutory and fiduciary duties to the company and its shareholders especially the minorities, which in this case Tey and Ooi have breached.
In its lawsuit, Protasco Bhd said the Board decided to form an Investigation Committee (IC) to look into the sale and purchase agreement and other matters related to the acquisition of ASI after it was terminated in July.
The IC found out that Tey had an in-principle agreement with Protasco Bhd’s Group Managing Director Dato’ Sri Chong Ket Pen on November 3, 2012 to develop oil and gas based projects in Indonesia jointly with Protasco Bhd.
It was subject to that agreement that Tey bought a 27.11 per cent stake in Protasco Bhd in December 2012.
Protasco Bhd also said that Tey introduced the PT ASI deal to the company.
Apparently, Protasco Bhd’s Group Managing Director Dato’ Sri Chong seemingly knew a few things about Tey’s interests in the transaction.
Responding to our email, Protasco Bhd said the fact that Tey was promoting the deal was known to the Board and it was not prohibited. However, what was not known was that Tey hid his beneficial interest (an actual stake) in PT ASU, which is something that has to be declared and prevents him from participating in Board decisions on the deal.
In his counter suit, Tey claimed Chong made illegitimate gains of RM10 million in the acquisition of PT ASI.
To that, Chong responded that Tey borrowed RM20 million from him in December 2012 to buy shares in Protasco Bhd and the RM10 million that Tey claims to be illegitimate gains was actually a part repayment of the loan.
Sadly, the minority shareholders are stuck between the suit filed by Protasco Bhd that will next be heard on December 8 and the countersuit filed by Tey that will be heard on January 12.
Ultimately, it is up to the courts to decide on these matters.
When they gather for the EGM on Wednesday, the minority shareholders might wonder how independent Ooi was despite being a nominee of Tey.
On the other hand, Bursa Malaysia and the Securities Commission would be watching closely to see if Protasco Bhd obeyed the Listing Rules and other securities laws in the last couple of years.
Certainly, Wednesday’s EGM will not be the final word in what seems to be a long drawn battle. — Investor Central
To my knowledge, Larry Tey Por Yee and Adrian Ooi Kock Aun are the most despicable human being in the entire malaysia peninsula. Would you agree to my assessment?
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
CrookLier
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Posted by CrookLier > 2016-01-26 09:03 | Report Abuse
How is your father