KUALA LUMPUR: Both SC Estate Builder Bhd (SCBuild) and 10 particular person present administrators have been warned of the implications of a breach of Clause 127 of its Constitution, in addition to that of Section 340(1)(d) of the Companies Act for rejecting new board nomination.
Nominated candidate Tan Sri Lee Kim Tiong @ Lee Kim Yew claimed that such act may appeal to felony legal responsibility, and if convicted, they could possibly be fined as much as RM20,000 every.
In a press release on Tuesday, Lee, who’s a nominated candidate on the firm’s forthcoming seventeenth Annual General Meeting (AGM) slated for Dec 31, mentioned the ten present SCBuild administrators had unlawfully rejected the nomination by two members of SCBuild for eight individuals to face as candidates for election to the workplace of director of SCBuild on the upcoming AGM.
It mentioned the structure of SCBuild makes lodging for the election of administrators on the AGM.
“Under Clause 127 of the Constitution (Clause 127), anybody member of SCBuild might suggest an individual to be a candidate for election to the workplace of director of SCBuild on the AGM.
“In this case, two members, particularly Valuevest Ventures Sdn Bhd (a member holding 23.089 million shares in SCBuild) and Datuk Eric Tan Chwee Kuang (a member holding 27 million shares in SCBuild), made written nominations on Dec 17 for a complete of eight such candidates for election to the workplace of director,” it mentioned.
The eight candidates embrace Lee, who can also be Country Heights Holdings Bhd govt chairman and Tan, it added.
On Dec 21, the present administrators emailed every of the eight candidates foisting on them 5 queries regarding their “relationship” with the nominator members, information and outline of such alleged “relationship”, information of different candidates, occasions intimately resulting in their nomination and why they consented, in addition to how he/she is above to train “unbiased” judgment and act in the most effective curiosity of SCBuild.
“The present administrators additionally demanded that every of the nominator members ‘furnishes proof’ of its/his shareholdings in SCBuild,” it mentioned.
It mentioned on the identical day, Dec 21, regulation agency Yoong & Partners replied on behalf of the nominator members.
“Simply put, the nominator members had nominated the candidates to be ‘directors’ and never as ‘independent directors’, as the present administrators tried to color it to be.
“As such, the 5 queries foisted on the eight candidates have been irrelevant,” it mentioned.
Commenting on this, Lee mentioned what was clear from the remarks was firstly, the present administrators have been performing unlawfully in an try to dam the candidature of the eight nominees put ahead by the 2 nominator members on the fallacious or mistaken premise, that the nominations have been for “unbiased administrators” and the candidates weren’t so “certified”.
“In impact, the present administrators have accepted the total validity of the nomination papers as lodged by the nominator members however ‘have rejected the nominations’ with out lawful foundation or trigger,” he mentioned.
Secondly, Lee mentioned the present administrators have acted wrongfully in failing and/or refusing to flow into to the physique of members of SCBuild by Dec 24, 2021 (the final day for therefore doing, beneath Clause 127) the nomination papers and associated paperwork corresponding to, essentially, extra proxy kinds.
“Clearly, these acts by the present administrators have disadvantaged the physique of members of the precise to vote candidates nominated by the nominator members as administrators, on the forthcoming AGM.
“These name into questions the conduct, with out lawful foundation, of the present administrators when there are legitimate nominations of candidates for election to the workplace of director,” he mentioned. – Bernama