PRG Holdings Berhad major shareholder and creditor Datuk Ng Yan Cheng has called for a comprehensive independent review into the company’s historical governance, financial management and commercial decisions before any changes are made to its board, arguing that accountability must take precedence over calls for reconciliation.
In a statement issued in response to an open letter by former PRG group executive vice-chairman Datuk Lua Choon Hann, Ng said he welcomed genuine efforts to resolve differences but cautioned against allowing calls to “bury the hatchet” to overshadow unresolved governance and financial issues.
He stressed that the current situation should not be viewed merely as a personal dispute between PRG’s two largest shareholders.
According to Ng, the issues involve legally enforceable shareholder advances, unresolved creditor claims, an ongoing independent review of historical transactions and attempts to change the composition of the company’s board.
“The petition did not arise overnight, nor does it erase the years in which I provided liquidity to help PRG meet its obligations,” Ng said.
“A creditor who has waited, negotiated and remained unsecured is entitled to protect his legal position. The action is not intended to damage PRG, but to address an unresolved debt after restructuring discussions did not produce an agreement.”
Ng, who described himself as both a major shareholder and creditor, said he remained committed to achieving a fair and sustainable outcome for the company.
Ng noted that Lua served on PRG’s board from November 2013 until September 2024, while former managing director Datuk Wee Cheng Kwan was a board member from August 2013 to March 2025.
Given their long tenures in senior leadership positions, he said they could not be regarded as detached observers when shareholders were seeking explanations over PRG’s financial performance, governance and business decisions during that period.
He pointed to the group’s financial results, noting that PRG recorded losses in multiple years, including between 2018 and 2021, again in 2023, and recognised further losses and material impairments in 2024.
While emphasising that these financial results did not by themselves establish wrongdoing by any individual, Ng said they reinforced the need for an independent examination of decisions and transactions undertaken during the previous management’s tenure.
“I am not opposed to dialogue, and I do not believe corporate disputes should be prolonged unnecessarily,” he said.
“However, peace without accountability is not stability; it is merely silence. Shareholders deserve to understand how PRG reached this position before anyone asks them to put the matter behind them.”
Ng also questioned the timing of efforts by shareholder Datuk Sheah Kok Fah to appoint himself and his nominees to PRG’s board, saying the proposal should be viewed alongside Lua’s public appeal for unity.
He argued that any change in board control before the completion of the independent review could affect how its findings are received or acted upon.
Although he stopped short of alleging any improper motive, Ng said the sequence of events raised legitimate governance concerns that shareholders should carefully consider.
He called on Lua, Wee and Sheah to publicly support the independent review, preserve all relevant records and allow investigators to scrutinise material decisions made during the previous leadership period without interference.
Ng also expressed disappointment with what he described as one media organisation’s portrayal of Lua’s open letter, saying it was presented largely as a conciliatory gesture without adequately highlighting Lua’s previous executive role or seeking Ng’s response before publication.
He said established media organisations have a responsibility to provide balanced coverage, particularly when reporting on matters involving competing interests among major shareholders.
Ng reiterated that he remains open to constructive discussions but maintained that any reconciliation must be accompanied by transparency and accountability.
“If Datuk Lua, Datuk Wee and Datuk Sheah genuinely wish to protect PRG, they should support a complete and independent review that follows the evidence wherever it leads, with no current or former director placed above scrutiny,” he said.
In a note accompanying the statement, Ng emphasised that his comments should not be interpreted as prejudging the outcome of any independent review, court proceedings or regulatory investigations, adding that any allegations of wrongdoing should only be regarded as established through evidence and due process.
