南方油脂 大股東紛爭一觸即發（2009五月旧闻）

【7月26号】
有名股东设了一个部落格，他花了RM15 ssm search了有关 Symfusion的资料， 但我还是看不懂，到底sab 的 case 有多少宗？

http://symfusionscam.blogspot.com/


case 1（SECTION 144. Section 144. Convening of extraordinary general meeting on requisition.）
早前一宗是由Banting Hock Hin Estate起诉的（下闻），罢免的董事是Yap Soon Nam 和 Haji Mohd Hisham Bin Harun。

case 2 （Section 181. Remedy in cases of an oppression）
最近的一宗是由symfusion 引起的，symfusion收了2.5millions的服务费，被视为不正当交易。【delete】


sab不在我的研究名单中，无法跟进和消化资料。


【旧闻】

南方油脂　大股東紛爭一觸即發
2009-05-01 07:54:53 轉寄給朋友
列印

（吉隆坡1日訊）旗下擁有約15億令吉資產的萬津福興園私人有限公司，掀起股東紛爭。

　　上述資產包括了2家上市公司，即南方油脂（馬）有限公司（SAB，5134，主板工業產品組）和百樂園機構有限公司（PARAMON，1724，主板產業組）。

　　消息指出，這些股東之間的分歧逐漸升級，並可能在未來數周內爆發。

　　這項不和的起因是其中一方尋求把福興園清盤，而另一方則希望維持原狀。

　　根據最新年報，福興園與一些子公司控制南方油脂至少50%股份，以及百樂園機構約18.3%股權。

　　南方油脂目前市值約為1億8200萬令吉，而百樂園機構則為2億3770萬令吉左右。這使得福興園與相關團體擁有兩家公司的股權價值約1億3450萬令吉。

　　南方集團屬下也擁有許多私人資產。據其網站顯示，該集團在我國和印尼擁有逾5萬公頃油棕園（約8200公頃是由南方油脂持有），以及6座棕油廠，聯合總加工產能每小時約250公噸。

　　大馬公司委員會的調查顯示，在2004年，福興園擁有非經常資產約2億1640萬令吉、經常資產2600萬令吉以及儲備金6760萬令吉。而截至2004年杪，該公司的負只有400萬令吉。

　　消息稱，在上述紛爭中，兩派分別是以劉文來和劉文聰為主，後者是南方油脂創辦人已故拿督劉文華的兄弟。（人名譯音）

　　目前，在百樂園機構並未出現任何董事部斗爭的跡象，可能因為福興園僅屬小股東，但在南方油脂卻已經箭在弦上。

　　在上月杪向大馬交易所作出的宣布中，南方油脂要求召開一項特別大會，以罷黜董事葉順南和莫哈末希山，以及在3月27日至特大召開前委任的任何董事。

　　莫哈末希山是朝聖基金局的托管人，後者持有南方油脂約13%股份。

　　不過，消息指出，朝聖基金局仍然考慮上述事項，及尚未表明立場支持任何一方。

　　除了福興園和朝聖基金局，南方油脂並沒有其他大股東。




Banting Hock Hin feud boiling over

Monday, 27 April 2009 00:00


A tussle between shareholders is emerging in little-known Banting Hock Hin Estate Co Sdn Bhd, which has some RM1.5 billion in assets under its belt, including sizeable stakes in two listed companies — Southern Acids (M) Bhd and Paramount Corp Bhd.

Sources say the disagreement between the shareholders is growing and could boil over in the next few weeks.
The feud is due to one faction looking to wind up Banting Hock Hin and another wanting to keep it intact.

Some of the other large companies controlled by the group include Southern Realty (Malaya) Sdn Bhd, Victory Investment Company Sdn Bhd, Southern Keratong Plantations Sdn Bhd, Serata Kaya Sdn Bhd and Southern Edible Oil Industries (M) Sdn Bhd. Most of these companies are lumped under the Southern group banner.

According to latest annual reports, Banting Hock Hin and the other units control at least 50% of Southern Acids and about 18.3% of Paramount Corp.

Southern Acids’ market capitalisation, at its close last Thursday, stood at RM182 million while that of Paramount Corp was RM237.7 million. This would value the stakes that Banting Hock Hin and related parties own in the two companies at about RM134.5 million.

There are also a lot of private assets parked under the Southern group. According to its website, the group has more than 50,000ha of oil palm estates both here and in Indonesia (about 8,200ha of which are held under Southern Acids) and six palm oil mills with a combined processing capacity of about 250 tonnes per hour. Southern Edible Oil, meanwhile, has palm oil refineries and shares in Southern Acids.

Another unit, PKE (Malaysia) Sdn Bhd, provides dry bulk terminal services, with warehouse space, while the Sri Kota Specialist Medical Centre located in Klang is also under the group’s control.

A search at the Companies Commission of Malaysia (CCM) shows that in 2004, Banting Hock Hin had non-current assets of about RM216.4 million, current assets of RM26 million and reserves of RM67.6 million. The company’s liabilities as at end-2004 stood at RM4 million.

For the year ended December 2004, Banting Hock Hin posted a profit after tax of RM17.2 million on revenue of RM7.2 million.
In the tussle, one faction is led by Low Boon Lai while the other is headed by his cousin Low Mun Chong. There are also splinter groups in the feud looking to get a foothold in the company — to sway things their way, sources say.

Mun Chong is the brother of the late Datuk Low Mong Hua, the founder of Southern Acids, and is said to be in disagreement with Boon Lai and directors affiliated to him.

Checks with the CCM show that there are seven directors in Banting Hock Hin. Apart from Boon Lai (who is designated manager and director) and Mun Chong, the others are Datuk Low Boon Eng, Ng Si Weon, Lim Kim Long, Lou Ai Choo and Lim Kum Loke.
There are also two liquidators present on the board — Michael Joseph Monteiro and Heng Ji Keng from Monteiro & Heng. They were appointed earlier this year after a shareholder tussle in 2003. The presence of the liquidators means the board has likely lost its powers.

In the 2003 tussle, Boon Lai made some headway after a court judgment was seen to be in his favour.
According to the CCM search, there are 47 shareholders in Banting Hock Hin, with the largest being Southernel (Malaysia) Sdn Bhd, which has about 24% of the company’s four million share base. The rest of the shareholdings vary from 1,000 to 228,229 shares, making Banting Hock Hin a very fragmented company.

It is not clear when the feud started. According to sources, it could have commenced sometime in the late 1990s or early 2000, when Boon Lai or members of his faction became unhappy with the way the late Mong Hua was running the show and attempted to oust him.

A legal suit was filed after Mong Hua disagreed with a resolution of the Banting Hock Hin board of directors to demerge or wind up the company and have its assets valued and distributed to the shareholders.

In 2003, the court ruled in favour of a liquidation of Banting Hock Hin.

Mong Hua passed away in April last year.

While there is no sign of any boardroom tussle in Paramount Corp, probably because Banting Hock Hin is a minority shareholder, there appears to be some disagreement in Southern Acids, based on the company’s announcements to Bursa Malaysia.

In an announcement to the exchange late last month, Southern Acids requested an extraordinary general meeting (EGM) to remove directors Yap Soon Nam and Mohd Hisham Harun, and the removal of any director appointed between March 27 and the conclusion of the EGM.

The announcement also proposed as directors, Wong Yien Kim and Jonathan Law Ngee Song.

It is not clear which faction requested the removal of the two directors.

Mohd Hisham is the nominee of Lembaga Tabung Haji, which has about 13% equity interest in Southern Acids. However, sources say Tabung Haji is still considering the matter and has yet to make a stand supporting either party.

Possibly due to the feud, the company’s accounts for the financial quarter ended January 2009 were not issued on time. An announcement to Bursa said this was “due to insufficient information and explanation to the board in respect of foreign exchange losses and contracts”.

For the nine months ended January 2009, Southern Acids suffered a net loss of RM4.6 million on RM346.8 million in revenue. A year ago, it had made about RM24.7 million in profit on the back of RM345.4 million in revenue.

Other than Banting Hock Hin and Tabung Haji, there are no other substantial shareholders in Southern Acids.