KUALA LUMPUR (June 9): PRG Holdings Bhd’s (KL:PRG) second-largest shareholder, Datuk Sheah Kok Fah, is seeking an independent review of transactions between the group’s construction unit and Premier De Muara Sdn Bhd (PDM), which he says is effectively controlled by PRG’s largest shareholder, Datuk Ng Yan Cheng, citing governance and disclosure concerns over a now-terminated partial debt settlement deal.
In a statement on Tuesday, Sheah, who holds an 8.14% stake in PRG, said he is proposing an ordinary resolution at the group’s upcoming annual general meeting (AGM) on June 25 for an independent review into transactions involving PRG’s subsidiary, Premier Construction (International) Sdn Bhd (PCI), and PDM.
The call comes after PCI issued a statutory demand to PDM for RM64.24 million in outstanding payments for completed construction works on the Picasso Residence project in Kuala Lumpur, following the termination of a partial debt settlement agreement. PDM has 21 days to pay or face possible winding-up proceedings. PRG did not provide a detailed breakdown of the amount claimed.
Under the earlier debt settlement proposal announced on April 23, PDM was to repay RM13.73 million of the RM37.17 million owed to PCI by transferring 12 condominium units, while the remaining RM23.44 million was to be recovered through further negotiations or other means.
“The call for this independent review is not personal, nor to assign blame. It is about ensuring that PRG is governed to the standards expected of a publicly listed company entrusted with shareholders’ capital and public market confidence,” Sheah said.
He said the review is needed to establish the facts surrounding the debt settlement arrangement.
Sheah said PRG initially stated in its April 23 announcement that no directors or major shareholders had any interest in the settlement. However, he later found from Companies Commission of Malaysia records that PDM was effectively controlled by Ng, PRG’s largest shareholder. PRG then reclassified the deal as a related-party transaction on May 19.
He said the concern is no longer limited to whether PDM was a related party, but whether the economic benefits from the construction project accrued mainly to PDM, while PCI, PRG, and its minority shareholders bore the financial burden, funding costs, credit risks, impairment losses, and recovery risks.
“Were PCI and PRG effectively functioning as a financing bridge and risk absorber for the benefit of the project and related parties?” he asked.
Sheah also questioned whether PCI had used internally generated funds, operating cash flows, banking facilities, project proceeds from other contracts, or other group resources to continue supporting and financing the project.
Sheah also defended his attempt to remove PRG group managing director Andrew Chan Lim-Fai over concerns about governance, accountability, and disclosure. The proposal was rejected by the board because it did not meet the required 28-day notice period before the AGM on June 25.
He disputed any suggestion that Chan, the son-in-law of Ng, was unaware that PDM was controlled by Ng and therefore did not recognise the transaction as a related-party transaction requiring disclosure.
According to Sheah, Chan had a potential conflict of interest because he was a director of PCI, which received payment under the settlement, while PDM, the paying party, was effectively controlled by his father-in-law.
Sheah said documents show that Ng wholly owns Liveintent Sdn Bhd, which holds a 21.1% stake in PDM. He claimed that Ng acquired Liveintent for RM1 in October 2025, six months before the debt settlement was announced, and that the acquisition documents identified PDM as the target company.
He added that Ng’s wife, Wang Jing, indirectly controls another 78.6% stake in PDM through Widuri Flexi Sdn Bhd. Combined, Ng and Wang hold about 99.7% of PDM, which Sheah said demonstrates that PDM was effectively controlled by Ng.
“This proves beyond a doubt that PDM belonged to the major shareholder of PRG. I am hopeful that an independent review into the transactions involving PDM and PCI will take place,” Sheah said.
PRG’s share price closed unchanged at nine sen on Tuesday, valuing the company at RM44.1 million.
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