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KUALA LUMPUR (July 22): PRG Holdings Bhd (KL:PRG) has rejected a requisition notice from its second-largest shareholder Datuk Sheah Kok Fah and three other shareholders seeking an extraordinary general meeting (EGM) to revamp the board, after determining that their collective shareholding falls short of the 10% threshold required under the Companies Act.
The board, after obtaining independent legal advice, is of the view that the requisition notice is invalid as the shareholdings of certain requisitioning shareholders were not registered in their personal names for the purpose of requisitioning the meeting, said PRG in a Bursa Malaysia filing on Tuesday.
The requisitionists — Sheah, Sy Dioceldo Sy, Cheah Eng Chuan and Datuk James Jr Lee Weng Kei — had, in their requisition notice, requested the EGM to remove group managing director and executive director Andrew Chan Lim-Fai while seeking to appoint Sheah, Datuk Richard George Azlan Abas and Datuk Dr Teo Tong Kooi as directors.
In addition, they are proposing directors' fees and allowances of up to RM400,000 for non-executive directors from the date of the EGM until the company's next annual general meeting.
PRG said it had explored whether the requisition notice could be accommodated in good faith but concluded that it could not proceed as it did not satisfy the legal requirements.
The company added that the proposed resolution to remove Chan had become academic following his resignation on July 13. Chan had informed the board on July 6 of his decision to step down, with Steven Kang Boon Lian appointed as his successor as executive director and group managing director.
PRG has been in the spotlight since late May following revelations of an undisclosed related-party transaction involving a proposed debt settlement between its construction arm Premier Construction (International) Sdn Bhd (PCI) and Premier De Muara Sdn Bhd (PDM), a property developer linked to its largest shareholder Datuk Ng Yan Cheng, who holds a 16.9% stake in the company.
Sheah, who owns an 8.14% stake in PRG, had previously tried to remove Chan at the company's annual general meeting in June, citing corporate governance concerns, including an undisclosed related-party transaction involving a proposed RM37.17 million debt settlement with PDM.
Chan, who has served as group managing director since March 26, 2024, is the son-in-law of Ng, who holds a 16.9% stake in the company.
The transaction is linked to the Picasso Residence project, where PRG's construction unit PCI was appointed the main contractor by PDM.
On July 20, PRG said it has initiated winding-up proceedings against PDM over an alleged RM64.24 million in unpaid construction bills.
The claim stems from works awarded to PCI as the main contractor for the Picasso Residence, a residential project located on a 14,307-square-metre plot in Kuala Lumpur. Construction has been completed and the project received its certificate of practical completion in November 2025.
The court action follows PRG's decision to terminate a settlement agreement with PDM on May 19, barely four weeks after it was signed, citing PDM's failure to disclose ties to Ng and a prior court judgement that hindered PDM's ability to fulfil its obligations.
Under the aborted settlement, PDM was supposed to transfer 12 high-rise residential units at Picasso Residence worth RM13.73 million as partial payment for the debt owed to PRG.
PRG, formerly known as Furniweb Industrial Products Bhd, is involved in property development, construction and the manufacturing of yarn products.
On Tuesday, PRG's share price closed down 22.22%, or three sen at 10.5 sen, valuing the company at RM51 million. Year to date, the stock is up 31% from eight sen.
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