Twists and turns at SYMLIFE (1538): SYMPHONY LIFE BHD after Azman Yahya’s departure
ON April 2, 2021, Tan Sri Azman Yahya stepped down as executive chairman of Symphony Life Bhd (SLB), marking his exit from the property firm he bought in 2005 when it was called Bolton Bhd.
Bolton was founded by the family of Tan Sri Lim Yan Hai and had developed estates such as Taman Midah (Bolton) in Cheras, Kuala Lumpur. In the late 1990s, Bolton launched the high-end Tijani development in Bukit Tunku, Kuala Lumpur.
Azman renamed Bolton Symphony Life to align it with the IT and share registration company he owned called Symphony House Bhd, which he sold to Boardroom Ltd in 2018.
The change in control at SLB started with the sale of a 7.9% stake by Azman to Johor-based Muar Ban Lee Group Bhd (MBL), which was announced on April 5, 2021. This was followed by the sale of another 10% on Aug 2, giving MBL — which makes palm kernel equipment — a stake of 17.9%.
Just prior to the transactions, a few SLB directors had retired and had been replaced by new board members including Loi Chee Fong, Shannon Ng Ying Yiing and Soon Wing Chong. Ng was made executive director and in June, was also appointed chief financial officer (CFO).
On the same day that Azman stepped down, long-time non-executive director (since 2001) Chin Jit Pyng was made group chief executive.
It was not long after that that trouble started brewing at the company, according to sources and documents sighted by The Edge.
Among the issues that divided the top management and the board of directors was a March 2018 agreement signed with real estate agency Heritage Shield Sdn Bhd to sell apartment units at the Union Suites project in Bandar Sunway. SLB signed a second bulk sales agreement on May 10 this year for the same development.
The two bulk sales agreements were handled by group CEO Chin.
Certain top SLB executives who were appointed after MBL took control were not happy with the terms of the agreement, which they felt did not favour SLB as the commission payable was as high as 35%. They also alleged non-compliance with SLB’s procedure on the appointment of external sales agents and a possible conflict of interest.
Sources say the matter was brought to the attention of the Audit Committee of SLB’s board, which on July 30 appointed BDO to carry out an assessment of what had taken place. The engagement of BDO was never publicly disclosed by SLB, whose annual audit is done by EY.
Sources say BDO completed its report on Aug 13 and submitted it to Audit Committee chairman Soon. The 23-page report concluded that there were indications of irregularities and that a thorough investigation should be conducted.
However, sources say that on Aug 12, the day before the BDO report was submitted, SLB received a letter from law firm Messrs Mohd Hafarizam Harun representing SLB’s group CEO Chin.
The letter, which was addressed to SLB chairman Datuk Jasmy Ismail, said that Chin had made a “disclosure” to an unnamed enforcement agency alleging improper conduct of certain directors and a senior executive that were in breach of the law.
The law firm said as a result of his report, Chin is protected under the Whistleblower Protection Act and warned SLB against taking any action against him. The law firm followed it up with another letter on Aug 17 warning SLB against convening any board of directors meeting to suspend its client.
Then, in a surprise move on Aug 25, MBL requisitioned for an extraordinary general meeting to remove the following board of directors — Loi, Ng and Teo Chiah Chyi. All three were appointed to the board after MBL took over control of SLB, so they were effectively appointees of MBL.
Sources say that Loi and Ng were the most vocal against the terms of the bulk sales agreement with SLB. Loi, who is also a member of SLB’s Audit Committee, had written to the company secretary on Aug 17 asking for a meeting of the Audit Committee to discuss the BDO report.
Sources say the company subsequently asked EY to probe certain actions and decisions taken by CFO Ng.
On Sept 1, Ng resigned from the board citing personal reasons while Loi said he was stepping down to pursue other things.
They were replaced by MBL managing director Datuk Chua Heok Wee, Tan Sri Tan Khoon Hai and Teh Eng Aun.
On Sept 13, SLB announced that Ng had been dismissed as CFO. It gave no further details.
When contacted, group CEO Chin declined to comment.
“I do not want to comment. The [BDO] report is not supposed to be out there. Let the authorities investigate the matter.”
It is believed that the opposing parties have lodged reports with various regulators.
2018
• March 21
Heritage Shield Sdn Bhd (HSSB) is appointed as agent for Symphony Life Bhd (SLB) to sell the Union Suites project
2020
• Oct 20
Jingshi Holdings surfaces as Muar Ban Lee’s (MBL) susbtantial shareholder with a 5.9% stake
2021
• March 23
Chin Jit Pyng redesignated as ED; Shannon Ng appointed as non-ED of SLB
• March 29
Loi Chee Fong appointed as SLB non-ED
• April 2
Tan Sri Mohamed Azman Yahya retires as SLB chairman; Chin becomes CEO of SLB
• April 5
MBL surfaces as SLB substantial shareholder with a 7.9% stake
• April 28
SLB signs joint-development agreement with Open Road Asia for Langkawi project
• May 10
SLB signs the second bulk sale underwriting agreement with HSSB on the Union Suites project
• June 4
Teo Chiah Chyi appointed as ED of SLB
• June 24
Ng redesignated as ED, and is made CFO
• July 30
BDO is hired to prepare a report for SLB
• Aug 2
MBL raises its stake in SLB to 17.9%, after acquiring shares from Azman
• Aug 13
BDO report is completed; Jingshi Holdings surfaces as SLB substantial shareholder with a 5% stake
• Aug 25
MBL calls for EGM to remove Ng, Loi and Teo as SLB directors,
replacing them with Datuk Chua Heok Wee, Tan Sri Tan Khoon Hai and Teh
Eng Aun
• Sept 1
Ng and Loi resign as SLB directors
• Sept 2
Chua, Tan, Teh appointed as SLB directors
• Sept 6
SLB announces the cancellation of EGM
• Sept 13
Ng removed as CFO
http://www.theedgemarkets.com/article/twists-and-turns-symphony-life-after-azman-yahyas-departure
