Symphony Life Undergoes A Transformation Following The Departure Of Azman Yahya

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Tan Sri Azman Yahya resigned as executive chairman of Symphony Life Bhd (SLB) on April 2, 2021, signifying his retirement from the property firm he acquired in 2005 under the name Bolton Bhd.

Tan Sri Lim Yan Hai’s family built Bolton and developed estates such as Taman Midah (Bolton) in Cheras, Kuala Lumpur. In the late 1990s, Bolton launched the upscale Tijani development in Kuala Lumpur’s Bukit Tunku neighbourhood.

Azman renamed Bolton Symphony Life to connect it with Symphony House Bhd, an information technology and share registration company that he sold to Boardroom Ltd in 2018.

The transition in control at SLB began with Azman’s announcement on April 5, 2021, of the sale of a 7.9 percent interest to Johor-based Muar Ban Lee Group Bhd (MBL). This was followed by the sale of an additional 10% on Aug 2, giving MBL — which manufactures palm kernel machinery — a 17.9% share.

Prior to the transactions, a number of SLB directors departed and were succeeded by new board members, including Loi Chee Fong, Shannon Ng Ying Yiing, and Soon Wing Chong. Ng was appointed executive director and chief financial officer in June (CFO).

On the same day that Azman resigned, Chin Jit Pyng, a long-serving non-executive director (since 2001), was appointed group chief executive.

Not long after, according to individuals, trouble began to brew at the corporation.

Among the problems that caused friction between the company’s top management and board of directors was a March 2018 deal with real estate agency Heritage Shield Sdn Bhd to offer apartment units at the Union Suites project in Bandar Sunway. SLB signed a second bulk sales agreement for the same development on May 10 of this year.

Group CEO Chin was in charge of the two bulk sales deals.

Certain senior SLB executives installed after MBL gained control were dissatisfied with the terms of the deal, which they felt favoured MBL due to the hefty commission payable. Additionally, they asserted non-compliance with SLB’s method for appointing external sales agents, as well as a potential conflict of interest.

According to sources, the situation was brought to the attention of SLB’s Audit Committee, which selected BDO on July 30 to conduct an investigation into what occurred. SLB never revealed the hiring of BDO, whose annual audit is performed by EY.

According to sources, BDO completed its report on Aug 13 and would provide it to the Audit Committee’s chairman shortly. According to the 23-page study, there were indications of anomalies and that a comprehensive investigation should be done.

According to sources, SLB received a letter from legal firm Messrs Mohd Hafarizam Harun representing SLB’s group CEO Chin on Aug 12, the day before the BDO report was filed.

The letter, sent to SLB chairman Datuk Jasmy Ismail, stated that Chin made a “report” to an unknown enforcement agency stating that some directors and a senior executive engaged in unlawful activity that violated the law.

The law firm asserted that Chin is protected under the Whistleblower Protection Act as a result of his report and warned SLB against taking any action against him. On Aug 17, the legal firm sent another letter advising SLB against convening any board of directors meeting for the purpose of suspending its client.

Then, on Aug 25, MBL unexpectedly requested an emergency general meeting to remove Loi, Ng, and Teo Chiah Chyi from the board of directors. All three were appointed to the board following MBL’s acquisition of control of SLB, making them effectively MBL appointments.

According to sources, Loi and Ng were the most strident opponents of the bulk sales arrangement with SLB. Loi, who also serves on SLB’s Audit Committee, wrote to the company secretary on Aug 17 requesting that the Audit Committee meet to review the BDO report.

According to sources, the business then retained EY to investigate various activities and choices made by CFO Ng.

Ng resigned from the board on September 1 claiming personal reasons, while Loi stated that he was stepping down to pursue other endeavours.

They were succeeded by Datuk Chua Heok Wee, Tan Sri Tan Khoon Hai, and Teh Eng Aun, the managing director of MBL.

On September 13, SLB confirmed Ng’s dismissal as CFO. It provided no additional information.

Chin, the group’s CEO, declined to comment when approached.

“I have no comment. The [BDO] report should not have been made public. Allow the authorities to investigate.”

The opposing parties are said to have filed complaints with several regulatory agencies.

• March 21,2018 Symphony Life Bhd (SLB) appoints Heritage Shield Sdn Bhd (HSSB) as agent to market the Union Suites project

• October 20,2020 J ingshi Holdings becomes a substantial shareholder in Muar Ban Lee (MBL) with a 5.9 percent interest

• March 23,2021 Redesignation of Chin Jit Pyng as Executive Director; appointment of Shannon Ng as non-executive director of SLB

• March 29,2021 Loi Chee Fong appointed as SLB non-ED

• April 2,2021 Tan Sri Mohamed Azman Yahya steps down as chairman of SLB; Chin takes over as CEO of SLB

• April 5,2021 MBL becomes a significant shareholder in SLB with a 7.9 percent stake

• April 28,2021 SLB and Open Road Asia sign a collaborative development agreement for the Langkawi project.

• May 10,2021 SLB and HSSB enter into a second bulk sale underwriting agreement for the Union Suites projec

• June 4,2021 Teo Chiah Chyi named ED of SLB

• June 24,2021 Ng is renamed ED and promoted to CFO

• July 30,2021 BDO is retained to draught a report for the SLB

• Aug 2,2021 MBL increases its holding in SLB to 17.9% following the acquisition of shares from Azman

• Aug 13,2021 The BDO study is completed; Jingshi Holdings is revealed as a significant shareholder in SLB with a 5% stake

• August 25,2021 MBL convenes an EGM to remove Ng, Loi, and Teo from their positions as SLB directors and replace them with Datuk Chua Heok Wee, Tan Sri Tan Khoon Hai, and Teh Eng Aun

• Sept. 1,2021 Ng and Loi quit as SLB directors

• Sept. 2,2021 Appointment of Chua, Tan, and Teh as SLB directors

• Sept. 6,2021 SLB cancels the EGM

• Sept. 13,2021 Ng resigns as chief financial officer

Published by Zack Baharum

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