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 Country Heights Grower Scheme (CHGS), anyone heard before?

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mkhor7
post Jan 23 2013, 05:29 PM

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QUOTE(tehoice @ Jan 23 2013, 05:16 PM)
hey guys, must warn you guys this.

On the proxy form, read the Notes (1):-

A Grower of CHGS entitled to attend and vote at the meeting is entitled to appoint to a proxy to attend and vote in his stead. A proxy appointed must be a Grower of CHGS.
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I think the meeting can only be attended by Growers, Trustee and MC parties. However this line do not exclude the Chairman to exercise our vote.

mkhor7
post Jan 23 2013, 06:08 PM

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QUOTE(hyh78 @ Jan 23 2013, 05:55 PM)
QUOTE(sam sam @ Jan 23 2013, 03:49 PM)
in the event they cant sell the land this represents worst case scenario.
the unaudited assets divided by the amount refunded
they can only refund in full if they sell the land succesfully at 129 million or higher
again this is the worst case scenario."


at least someone is talking sense....read the details figures inside the circular
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The RM129million is definitely conservative as it is a valuation dated Oct-2010. Latest expert report on the estate was dated Mar-2012 in the Prospectus that you can download from CHGS website. Yes it seems they can easily refund us in full within 2 years with the sales proceed of the land. But is getting a refund within the first 8 years the original purpose of us investing in this CHGS?


mkhor7
post Jan 23 2013, 06:50 PM

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QUOTE(sam sam @ Jan 23 2013, 06:12 PM)
i believe they should not have issues to sell the land at 129 million since its oct 2010
but they need to find a buyer for the land.

If i am a buyer why would I want to buy a land that had a fail palm oil plantation. the risk is that a new buyer may value the land lower.

I would like to continue receiving dividends as that was my plan but if the mother company is up to something will like to cut losses and move on to other investments
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If they are indeed up to something, then the result of the meeting is a foregone conclusion.

My take is that they swallowed their dignity (was it much to start with??) to let money talks louder, hence allowing this CHGS to fail. Worse case scenario from their POV could be that they can force a re-negotiation on the payout rate to be lowered to current "market rate" of similar later schemes.
They have to pay the 2012 yield of 12% due on Valentine Day. Then we can talk of future year rates. The Plantation may not be at its worst yet, but it has trees already producing FFB with more trees coming to maturity. Operating costs might be higher than other plantation.

If we voted FOR, then we will get 10% now and the balance 90% of Grower's Fee secured by a LU to the Trustee. It is a full refund. And their dignity restored by blaming on the plantation's bad yield, etc...
Are we small fry for the initial funding of RM200million?



mkhor7
post Jan 23 2013, 08:55 PM

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QUOTE(FALSEALIAS @ Jan 23 2013, 07:50 PM)
OMG. THEY HAVE TRUSTEES & ARE BACKED BY A BANK, MAN.

& PPL HAVE INDEED SEEN THE PALM OIL. FIRST BATCH OF BIG BUYERS WERE GIVEN A FULL TOUR, HELICOPTER RIDE, ETC.

CHEER UP - IT AINT AS BAD AS U THINK.

JUST GOTTA STAY CALM & PROCEED IN THIS MATTER WITH A COOL HEAD & PROPER FACTS.
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Hi All Growers

Imagine going into the meeting...and the winning vote is AGAINST the Proposal...

Meeting could then be adjourned or continued on to determine the next course of action...

What if PGCB now announced it cannot pay 2012 yield of 12% as hinted by the expert Andrew Heng in his "Recommendation" on page 8 Part B of the Circular?
PGCB must already has at least 5% cash in hand and 5% in Investment with Trustee since the Proposal requires 10% payment within 30 days.
Do we accept 5% yield or insist they must pay the first 5% part on due date, then balance 7% later ?...

What would be the revision of terms that we can accept, especially the yield A based on average CPO price ? Maybe temporary reduced this yield A rate ?


Above is going much ahead, and actual event can be otherwise, but it's good to be prepared.
mkhor7
post Jan 23 2013, 09:21 PM

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QUOTE(mkhor7 @ Jan 23 2013, 08:55 PM)
Hi All Growers

Imagine going into the meeting...and the winning vote is AGAINST the Proposal...

Meeting could then be adjourned or continued on to determine the next course of action...

What if PGCB now announced it cannot pay 2012 yield of 12% as hinted by the expert Andrew Heng in his "Recommendation" on page 8 Part B of the Circular?
PGCB must already has at least 5% cash in hand and 5% in Investment with Trustee since the Proposal requires 10% payment within 30 days.
  Do we accept 5% yield or insist they must pay the first 5% part on due date, then balance 7% later ?...

What would be the revision of terms that we can accept, especially the yield A based on average CPO price ?  Maybe temporary reduced this yield A rate ?
Above is going much ahead, and actual event can be otherwise, but it's good to be prepared.
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Some forum members here are saying we get in a new management company to take over the CHGS plantation, but this could be time consuming, costly and unproductive as the new teams would unlikely give us good terms. As the trustee only know about sitting behind a desk, who will the trustee appoint? It is more beneficial to stick with current team if we want long term results. Suggest that we do not go into termination or winding up the scheme even on different terms.

For most of us, we buy into CHGS because we want to partner a palm oil plantation venture here. If the plantation now is in bad shape and some trees were lost, allow the current team some time to restore it. But there may be some of us who want a steady returns of at least 5% each year... CHGS under revised terms may still provide this...??? They have to show us the new figures. Please note that the Gua Musang Plantation Operation has increasing profit trend from 2009 to Oct-2012 as shown in the Circular.

I feel the Board of PGCB made this VT Proposal because they do not the money now to pay 12% without losing a small piece of their shirt. And if the plantation is as bad as they claimed, it has no means to pay us 10% to 12% yield on every Valentine Day up to year 2030.

This post has been edited by mkhor7: Jan 23 2013, 09:42 PM
mkhor7
post Jan 23 2013, 09:45 PM

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QUOTE(SabahMan @ Jan 23 2013, 09:35 PM)
We cannot run this estate ourselves.  Our current management team want to bail out. What is we continue and our directors reallly bail out ? Then what do we do? Who is going to organise a new management team? Get out now. Grab the 24+percent we have earned the past 3 years.
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There is no bailing out, the CHGS can only be terminated (buy-back by PGCB themselves and they take over all the risks and benefits) or the terms revised ( good partnerships adjust profit sharing according to current situation).

This post has been edited by mkhor7: Jan 23 2013, 09:48 PM
mkhor7
post Jan 23 2013, 10:14 PM

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QUOTE(netcrawler @ Jan 23 2013, 09:40 PM)
Agree to vote against early termination but do you still trust the current management to manage this scheme? Why they only
informed us in the eve of dividend payout? Did all these problems happen overnight? LKY should have given up his investment
to compensate the Growers and this is also to clear his name for exploiting the investors. We could agree to receive lower dividens
as exchange of long term investment. Also the AGM must be held after CNY to allow more growers to attend.
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There is no one else but PGCB themselves. If PGCB themselves do not wish to carry on with this Gua Musang plantation because of lack of managers and workers, etc...then there is really no alternative but termination of CHGS. It would be termination on what terms - take the VT now or negotiate for better terms.

LKY is BADASS to force this down on us Growers before CNY. Maybe PGCB really have no cash to pay over RM20million on Valentine Day, and LKY money talks louder than his dignity (was there any) here.

It did not happen overnight, read the plantation expert status report in the current Prospectus available on CHGS website. The latest one was dated 25 May 2012 is not rosy.
An earlier Prospectus issued in 2010 with status report dated 17 Sep 2010 has already mentioned some problems. There are good progress between these two reports - CHGS plantation is viable and operating. However its future seems not to be able to support PGCB continue paying us high 10-12% yield based on high CPO average prices. PGCB other plantation in lahad datu is doing better. This is where LKY pull the plug out and offer to buyback. He is cutting their losses. They do not want to bleed for us despite whatever was promised in the Prospectus. Money talks louder than their collective dignities. LKY would already has some plans for this Gua Musang plantation. It is still viable, the expert status reports said so.
mkhor7
post Jan 23 2013, 10:24 PM

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QUOTE(stonkong @ Jan 23 2013, 10:09 PM)
Just one question here, have any grower visit the gua musang estate b4? And, can share your view here? Is it really suck like the proposal mention?
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I'm really working OT on this. I have only seen some photos online, and read the status reports included in the Prospectus.
IMHO, the VT Proposal is painting a much more dire picture to get us to vote FOR.
Even Andrew Heng of that big time firm chooses his words to paint a bad financial picture of the plantation, esp. note in page 6 of his report 2nd para.
"reporting a loss after tax in four out of six years". He knows the fact that CHGS is in incubating stage and profits were increasing yearly since 2009.

He did explain with many words at the end of the para. that the plantation is still young hinting on its future profitability.

This post has been edited by mkhor7: Jan 23 2013, 10:43 PM
mkhor7
post Jan 23 2013, 10:32 PM

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QUOTE(stonkong @ Jan 23 2013, 10:05 PM)
I cant get what you mean, does it mean you mail me the form, and i need to submit to them b4 the date line? Or i just hold your original copy and attend the meeting?
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The Proxy Form can appoint someone, who if do not turn up, the Chairman of the meeting must use count your vote according to your instruction.

I was thinking more about ensuring no hidden hands preventing my proxy form said to be "lost in the mail", etc . There is no control here.

The extra original form is for your keeping. Preferably the Company Secretary can acknowledge receipt on your copy.

Whatever, it must be received by them before 10am on Feb-6. We can post directly to them if there is some inconvenience for you to deliver the form.

Update:
Please send fast by courier your signed proxy form to MSWG office which can be found in later posting.
MSWG will organize a group of proxy holder to vote on your behalf.


This post has been edited by mkhor7: Jan 31 2013, 09:57 PM
mkhor7
post Jan 24 2013, 01:43 AM

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QUOTE(hyh78 @ Jan 24 2013, 12:37 AM)
Yes, I understand that I am being steered into accepting their proposal but u have to understand, I am just a small fish in a large pond.
They are the pond and they proposed (control) everything, what am I suppose to do? fight with the big guys?
I even received emails from my agents telling me to vote AGAINST and he is telling all his customers as well.

I don't have any answers to ur question on the how, when, what, I guess that will be answered during 8th Feb but what I know is that both FOR and AGAINST will both result in disadvantage to us as an investor. The only difference between FOR and AGAINST is FOR (2 years time frame according to the proposal), a glimpse of hope. U might get ur 90% money back, u walk away forgetting about this and look for a new investment. Let say the AGAINST win the vote, what is the next course of action?? Trustee steps in, PGCB replaced by a new management, don't care anymore, Bee Garden no longer have to bear anything anymore, no more responsibilities from their side. Will the new management be able to run the business as normal? Are they going to revise a new agreement to all the growers? How can u be sure that the new management won't let this kind of crap to happen again? If they can't manage it, they wind up, I get nothing at all...and I have to go through this more than the 2 years time frame just to know in the end it's a dead end.

It is unfortunate that this happens now after enjoying the dividend for the past 5 years but for me after looking at the big picture, short term pain is better than long term pain.
I know many ppl won't accept my comment but anyway, this is my opinion only. no hard feelings.
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Your comment would be valid if the Trustee has the power to takeover the management of the plantation. Please refer to the Prospectus for all relevant legal rights and liabilities. The Trustee Deed is not given to us nor available online. A copy is kept at PGCB office and a summary of its terms are in the Prospectus. We should demand that its full version be made available online on CHGS website. This is to avoid confusion as can be seen here.

CHGS is a partnership scheme where PGCB offers some plots at a fee to us Growers in return they covenanted to pay us the annual yield based on CPO price and a share of the FFB harvest. It is NOT a share in PGCB the management company nor title to the leasehold land nor any right to any property of PGCB shocking.gif .
CHGS is strictly a financing scheme for them to use our RM200+ millions to incubate a new plantation. The Trustee power is limited to how and when our money are being released to PGCB on fixed scheduled dates which is not even based on progress milestones.

The Trustee cannot takeover the management company. We cannot even enter the plantation if not given permissions by PGCB. ohmy.gif

There are only two choices available - revision of terms or termination of CHGS agreement.
The certificate issued to us is not share in PGCB. It is just a profit share in this Gua Musang plantation performance up to year 2030 and how the CPO prices moved which directly impacted the revenue of the FFB produced. It is the recent high CPO and slower return rates from GM plantation that burns their pockets.

Voting FOR is going along with them, ie no 12% payment this Valentine Day since the scheme is now ended, and they return our money in two payments.
Voting AGAINST is telling them their payment terms are not acceptable and there is room for revision of CHGS terms or termination payment terms.

mkhor7
post Jan 24 2013, 02:29 AM

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QUOTE(hyh78 @ Jan 24 2013, 01:03 AM)
Frustrated, Exactly...and that cause me to can't think in the first place. What I told my friends is exactly what u said earlier.
They realize the issue and they are acting responsibly by giving notice of 21 days upfront before the GM.
If this is another get rich quick scheme, I think by now, the ppl are already in Hawaii enjoying. Why further called for the GM to take place.
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It would have been better if the GM is postponed to another date due to CNY holidays and most Growers unable to attend.
There are provisions printed in the Prospectus about Meeting of Growers on page 57 onwards.
The chairman can adjourn the meeting to another date by a show of hands of those present in persons.
The Chairman can be appointed by Growers present at the meeting, or a nominee of the trustee or a representative approved by ROC. PGCB representative can even be the Chairman.
Growers can demand a poll on the election of the Chairman or adjournment of the meeting.

Hence, suggest we demand a poll to adjourn this meeting to another more convenient date and time. A poll is one vote for one Grower Plot in person or by proxy who must also be a Grower.

Meanwhile, the fact remained that PGCB may not be able to pay on this Valentine Day the 12% yield of 2012.
Adjournment only delay this reality, but may give more time for some to decide whether to accept termination at their terms, or revised either the refund terms, or continue CHGS with new terms.
mkhor7
post Jan 24 2013, 10:58 AM

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QUOTE(stonkong @ Jan 24 2013, 06:22 AM)
to postpone the meeting, what action shall we take? write letter to them? pls forgive me that i am not high educate person. And bear in mind that, we may be the very low % of the minority grower that are access to the LYN forum. There are high % of uncle auntie that are not aware of our discussion. There may get affected by the proposal and vote yes.
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Precisely, we do not know who are all the Growers. If its mainly from MCA Wanita contacts, then it is a foregone conclusion the outcome of the meeting.
PGCB made wrong assumptions about CPO prices and Kelantan sold them 10000 acres of land probably not ideal for oil palm plantation??
CHGS purpose was to allow us to partner PGCB up to year 2030. But since CHGS agreement has to pay us yield based on CPO prices that has gone sky high, and the plantation is giving returns slower than what they had forecasted, PGCB do not want to dig into their own pocket. They want to get out of their covenant after making the wrong assumptions.

I am not insisting to bleed my "partner" - CHGS now cost them 12 % every year for our RM200 million funding.
However, LKY group can easily raise RM200 million cheaper loan to buyback this "partnership".
Voting AGAINST could at least get us better faster refund terms.

update:
CHGS and Gua Musang estate are NOT making losses. Its profit is not enough now for PGCB to pay 12% yield if CPO price remained high.


This post has been edited by mkhor7: Jan 31 2013, 09:52 PM
mkhor7
post Jan 24 2013, 11:35 AM

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QUOTE(FALSEALIAS @ Jan 24 2013, 11:10 AM)
TQ FOR THE COUNTER POINTS, SabahMan.

IF IT CAME DOWN TO IT, ITS STILL BETTER TO VOTE AGAINST SIMPLY BECAUSE WE CAN AMEND THE TERMS SO MUCH BETTER.

THE NO ROI, 2 YEARS STAGGERED PAYMENT, ETC IS RIDICULOUS.

THEY DEF CAN DO BETTER - SO, A VOTE AGAINST TELLS THEM THAT EXACTLY > "NO, YOUR TERMS ARE UNSUITABLE & WOULD NEED TO BE AMENDED FURTHER IN OUR FAVOUR IN ORDER FOR US TO EVEN CONSIDER IT ACCEPTABLE".

GIVES US ROOM TO NEGO, INSTEAD OF ACCEPTING THE SCRAPS THEY'RE THROWING AT US.

LEGALLY, ANYTHING DONE 'VOLUNTARILY' BEARS NO CONSEQUENCE.

... & THIS IS DEFINITELY UNDER DURESS, THERE'S NOTHING VOLUNTARILY ABOUT THE WAY THEY'RE FORCING IT ON US.
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Beginning to like your ALL CAP, direct to the point...

It may be a foregone conclusion they will get their FOR votes. LKY team up to the last Prospectus date of 12-June-2012 is still selling good points about CHGS.
What were their plannings and strategies since then ???

This post has been edited by mkhor7: Jan 24 2013, 11:37 AM
mkhor7
post Jan 24 2013, 02:06 PM

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QUOTE(SabahMan @ Jan 24 2013, 12:00 PM)
Dear All, We all agree this scoundrels cannot be trusted. Look at the reasons they gave us. Too many elephants. Too much rain. Soil not fertile enough. Price not good. Minimum wage. These are all ridiculous. It's as if Malaysia suddenly had too many elephants, rain and the soil suddenly turned infertile. These are all the type of excuses a con man would give you when he can't pay you back your money. It's a classic modus operandi of cheats. Promise high returns. High returns in the beginning to induce you to buy more and then cabut. Agree. we should terminate but get back our money much sooner than 2 years. It should be 50% now and 50% within the next 1 year but bottom line is we want to get out.
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They are not running away. The plantation is viable, just slower returns than expected and they used wrong assumptions in their calculations.
PGCB is refunding the Grower fee, but at their term of two years without paying any further yield to us. They can easily obtained loan at lower rates than 12% now, but Voting FOR means we allow them free use of our money for two years mad.gif .

What is our strength? Are we hopeless?
icon_question.gif

CHGS being MCA Wanita linked cannot afford bad publicity now. Chua Soi Lek should tell LKY to improve the refund terms. Definitely not delay the balance to two years later.

Some may prefer an option to stay on with CHGS for the long term. We can agree to revised the Fourth Schedule for a Win-Win position.
mkhor7
post Jan 24 2013, 08:17 PM

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QUOTE(FALSEALIAS @ Jan 24 2013, 05:27 PM)
IF ANYTHING, GP WUD BE FIRST IN LINE WAITING TO OVERSEE / BUY OVER / MANAGE CHGS CURRENT PLOTS.

ITS A DOUBLE EDGED SWORD FOR US - CAN BE BENEFICIAL OR DETRIMENTAL TO US.
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Hold your horses....CHGS is only profit sharing agreement, no rights to PGCB properties. Growers or Trustee cannot replace them.

The Gua Musang plantation is still young and can give only small profit now, hence PGCB cannot share its profit with us.

Update:
If PGCB winds-up then Trustee can appoint another Management Company and CHGS will continue as normal.
CHGS and Gua Musang estate are NOT making losses. Revenue is not enough now for PGCB to pay 12% yield if CPO price remained high.


This post has been edited by mkhor7: Jan 31 2013, 09:45 PM
mkhor7
post Jan 25 2013, 06:01 AM

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QUOTE(tehoice @ Jan 24 2013, 11:53 PM)
seriously, I find this nonsensical.
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Good day to all

Here is what the Companies Act law on the winding up of schemes applicable to CHGS.
The last two lines subsections (4) and (5) is what the Court can do.

http://www.ssm.com.my/acts/fscommand/act125s0095.htm

Section 95. Winding up of schemes, etc.

(1) Where the management company under a deed is in liquidation or where, in the opinion of the trustee or representative, the management company has ceased to carry on business or has, to the prejudice of holders of interests to which the deed relates, failed to comply with the deed, the trustee or representative shall summon a meeting of the holders.

(2) A meeting under subsection (1) shall be summoned—

(a) by sending by post notice of the proposed meeting at least twenty-one days before the proposed meeting, to each holder at his last known address, or, in the case of joint holders, to the joint holder whose name stands first in the company's records; and

(b) by publishing, at least twenty-one days before the proposed meeting, an advertisement giving notice of the meeting in a newspaper circulating generally throughout Malaysia.


(3) Subsection 88(2) shall apply to such a meeting as if the meeting were a meeting referred to in that section.

(4) If at any such meeting a resolution is passed by a majority in number representing three-fourths in value of the holders of the interests present and voting either in person or by proxy at the meeting that the undertaking, scheme, enterprise, contract or arrangement to which the deed relates be wound up, the trustee or representative shall apply to the Court for an order confirming the resolution.

(5) On an application by the trustee or representative the Court may, if it is satisfied that it is in the interest of the holders of the interests, confirm the resolution and may make such orders at it thinks necessary or expedient for the effective winding up of the undertaking, scheme, enterprise, contract or arrangement.



mkhor7
post Jan 26 2013, 11:06 PM

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QUOTE(Drmalvin @ Jan 26 2013, 10:38 PM)
Yeah answer was come to the meeting and everything will be discuss there. That was their answer.
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Then why meeting date just before CNY , if genuinely want to discuss?

It is a rush date to wrap up the Termination before 2012 dividend payment due date on 14-Feb. Then PGCB can avoid its payment withour liability under the Trust Deed.
If they win the Vote FOR, they need not pay last dividend as our CHGS is Terminated after 8-Feb meeting.



mkhor7
post Jan 26 2013, 11:17 PM

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To ALL Perak CHGS Grower members

It is short notice. I propose a meeting on Monday 28-January-2013
Time : 5pm
Location : AEON Jusco Ipoh Garden - Starbuck

Look for the person with the CHGS yellow folder.


mkhor7
post Jan 27 2013, 01:17 AM

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QUOTE(jeffayn @ Jan 27 2013, 12:40 AM)
The investment is solid plan. Its a feasible, economical viable and realistic program. The only thing that is "grower" is the minority and the "company" take advantages from "grower". If Tan Sri play fair and gentleman, everyone is  a winner. But now it seem they had played the "growers" from day one, someone sit on the meeting table and suggest.. "If the company aren't ready to spend 5-7years waiting the palm to grow up... why don't we use our goodwill to ask people invest in with over price option which will cover our ass and their stupidity over the years? At the end, sure we can had some clause to make them look like an idiot and we are harmless from any liabilty"

So, here play the part of the great sound great plan scheme. If the 20% gold scheme people think is real, then this plantation related investment with 8% is damm real.

The people is totally not at fault here, is a reasonable return scheme, a solid company backing and a genuine asset to be invest in it. But the "company" use  their resources to make sure they get the fund in, and make sure everyone is happy for the initial period and then make sure when time is right, then fv you .

Its all legal and nothing the "grower" able to do anything.. just worst to worst.. company wind off .. sell the assets and see what it left... but wait... you are not the share holder, or even close. All scheme participants only buy their rights in participation and earn their share of participation. No clause claim that your enrollment entitle you to title of any plot or even any share in the offeror "company". Just like trust fund, you trust your fund in other people hand you dont own the company that sell you the fund.

Just let say, the "grower" finally able to achieve a victory to enjoy priviledge of the assets, the land is est at RM129mil instead of the RM215mil paid. So if the luck is good, the asset said fetch a RM100mil, your capital had lost over 53%, the max you can expect your capital return is 45-50%

KEEP IN MIND, the return rate is guarantee, but not the capital, if the 'company" decide to pay you back your 100%, the "grower" still wasted their 5 years and also the supposing profit sharing which is rightfully belong to the "grower"

The government has to step up and teach them a lesson, not to team up with them and hurt us. People the rakyat alot save up years and years just hope to able to make sound investment. If PLC can do this to us, then why not the government as well ?
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Hi Jeff
You have good technical and legal knowledge. What can we do now?
mkhor7
post Jan 27 2013, 08:25 AM

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quote=SabahMan,Jan 27 2013, 06:02 AM
I agree. This is a major con job. Someone please help. False Alias, you are right. We cannot vote to so call volunteer terminate. These people are a bunch of liars. Let's fight this till the very end. Bastards!!!


Country Height has not kept promises in their other ventures.
eg. the CH Damansara project
Now can they be trusted when they said they will pay us within two years our balance of 90%?

The Trustee of our Deed , CIMB Commerce Trustee Berhad, should not have allowed the meeting date to be 8-Feb when only a few can attend.
Has the Trustee been doing their job with responsibility and utmost care ???

This post has been edited by mkhor7: Jan 27 2013, 08:39 AM

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