PRG Holdings Bhd’s second-largest shareholder, Datuk Sheah Kok Fah, has called for an independent review into transactions between the group’s subsidiary, Premier Construction (International) Sdn Bhd (PCI), and Premier De Muara Sdn Bhd (PDM), citing concerns over governance, transparency and the protection of minority shareholder interests.
Sheah, who holds an 8.14% stake in PRG, said he has submitted a proposed ordinary resolution for consideration at the company’s annual general meeting (AGM) scheduled for June 25.
He stressed that the proposed review was not intended to assign blame but to establish the facts surrounding the dealings between PCI and PDM and restore investor confidence in the company’s governance practices.
The call follows controversy surrounding a proposed debt settlement announced by PRG on April 23, 2026, involving approximately RM37.17 million owed by PDM to PCI.
Under the proposed settlement, PDM was to transfer 12 condominium units valued at RM13.73 million to PCI, leaving a balance of RM23.44 million outstanding.
According to Sheah, the original announcement stated that none of PRG’s directors or shareholders had any direct or indirect interest in the transaction.
However, he said subsequent checks of records from the Companies Commission of Malaysia (SSM) indicated that PDM was effectively controlled by parties closely linked to PRG’s major shareholders.
Sheah noted that PRG later announced on May 19, 2026 that the transaction was in fact a related-party transaction (RPT), raising questions over the initial disclosure.
Beyond the RPT issue, Sheah said the more significant concern relates to whether the economic benefits of the underlying property project accrued largely to PDM while PCI and PRG assumed the funding burden, credit exposure, impairment losses and recovery risks.
He questioned whether PCI had effectively functioned as a financing vehicle for the project through the use of shareholder funds, internally generated cash flow, banking facilities and resources from other projects.
“Shareholders are entitled to know whether PDM received the benefits of the project while PCI and PRG carried the receivables, financing burden and impairment losses,” he said.
Sheah also revisited his earlier attempt to remove PRG Group Managing Director Andrew Chan Lim-Fai from the board, which was rejected by the company on procedural grounds for failing to meet the statutory notice period required under the Companies Act.
Chan is the son-in-law of PRG’s largest shareholder, Ng Yan Cheng, who owns a 16.82% stake in the company.
Sheah argued that Chan should have been aware of PDM’s ownership structure and the related-party nature of the transaction, given his familial connection to Ng and his position as a director of PCI.
To support his claims, Sheah cited corporate records showing that Ng acquired 100% of Liveintent Sdn Bhd in October 2025 for RM1.00, with the acquisition documents identifying PDM as a target operating company. Liveintent subsequently held a 21.1% stake in PDM.
He further alleged that Ng’s spouse, Wang Jing, who is also a substantial shareholder in PRG, indirectly controlled another 78.6% stake in PDM through Widuri Flexi Sdn Bhd.
According to Sheah, the combined interests of Ng and Wang effectively gave them control of approximately 99.7% of PDM’s issued share capital.
He said the independent review would help determine the full extent of the transactions and whether proper governance standards were observed.
The proposed resolution will be tabled for shareholder consideration at PRG’s AGM later this month.
