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

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gark
post Jan 29 2013, 10:44 AM

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QUOTE(prophetjul @ Jan 29 2013, 10:13 AM)
Thats why i asked earlier whether anyone looked at the accounts proper?

Painting a bleak picture based on doctored accounts is manipulation, misrep, and cheating.

Also if the real accounts shew good profits, they will have to pay out the agreed profits(yields), Unless
they doctored the accounts.

You dont have to sell if you dont want as i read in the agreemnet....both parties have to agree
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That is why they want to take over before the payment date on 14/02...so no need to pay the dividends.

Also there are no sign of accounts manipulation, all is proper, except the management give a bleak prospects for the future. Future earnings are anyone's guess. So this is not accounts manipulation.

They only need 75% of the votes present to force you to sell as per listed in the circular. If only 100 people come to EGM, 75 person vote yes, means the whole proposal goes even though the other 20,000 people did not attend they are forced to sell their shares.

The management have decked all this in their favor, expect 200-300 proxy which is pro management to be present at the meeting, including lawyers, con-sultants, accountants and lots of bouncers... tongue.gif

However all is not lost, as long as the minority shareholders can muster enough votes in they can break the 25% barrier.. but is those minorities as organized as the management? The management have lots of time to prepare, the minorities are running around like headless chicken and have 1 more week to go...

This post has been edited by gark: Jan 29 2013, 10:52 AM
prophetjul
post Jan 29 2013, 10:59 AM

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QUOTE(gark @ Jan 29 2013, 10:44 AM)
That is why they want to take over before the payment date on 14/02...so no need to pay the dividends.

Also there are no sign of accounts manipulation, all is proper, except the management give a bleak prospects for the future. Future earnings are anyone's guess. So this is not accounts manipulation.

They only need 75% of the votes present to force you to sell as per listed in the circular. If only 100 people come to EGM, 75 person vote yes, means the whole proposal goes even though the other 20,000 people did not attend they are forced to sell their shares.

The management have decked all this in their favor, expect 200-300 proxy which is pro management to be present at the meeting, including lawyers, con-sultants, accountants and lots of bouncers... tongue.gif

However all is not lost, as long as the minority shareholders can muster enough votes in they can break the 25% barrier.. but is those minorities as organized as the management? The management have lots of time to prepare, the minorities are running around like headless chicken and have 1 more week to go...
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ic

So they do have the profits to pay out?The they should stick to payment schedule as agreement

75% votes as in agreement or circular? A circular is not an agreement between the company and growers.
gark
post Jan 29 2013, 11:02 AM

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QUOTE(prophetjul @ Jan 29 2013, 10:59 AM)
ic

So they do have the profits to pay out?The they should stick to payment schedule as agreement

75% votes as in agreement or circular? A circular is not an agreement between the company and growers.
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Well the circular proposal is a legal document and need 75% votes to approve as per written agreement between the company and investors. There is nothing to dispute as it is black and white and all growers agreed to this when they agree to join the scheme. It is just that they never thought it can be used back against them. tongue.gif

QUOTE
Pursuant to Clause 17.1 of the Trust Deed, the CHGS may be voluntarily terminated by resolution passed by a majority in number representing three-fourths (%) in value of the Growers present in person or by proxy at a meeting of the Growers to be convened in favour of any proposal made by PGCB as an alternative to the CHGS.


Legal documents are powerful.... laugh.gif Look before you sign....

This post has been edited by gark: Jan 29 2013, 11:10 AM
prophetjul
post Jan 29 2013, 11:08 AM

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QUOTE(gark @ Jan 29 2013, 11:02 AM)
Well the circular proposal is a legal document and need 75% votes to approve as per written agreement between the company and investors. There is nothing to dispute as it is black and white and all growers agreed to this when they agree to join the scheme. It is just that they never thought it can be used back against them.  tongue.gif
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You mean a circular whch is approved at a EGM can be a fundamental agreement, even if there are only
3 pax in attendance? WOW!
gark
post Jan 29 2013, 11:11 AM

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QUOTE(prophetjul @ Jan 29 2013, 11:08 AM)
You mean a circular whch is approved at a EGM can be a fundamental agreement, even if there are only
3 pax in attendance?    WOW!
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Read Clause 17.1 of the trust deed you sign when you joined the scheme...

Pursuant to Clause 17.1 of the Trust Deed, the CHGS may be voluntarily terminated by resolution passed by a majority in number representing three-fourths (%) in value of the Growers present in person or by proxy at a meeting of the Growers to be convened in favour of any proposal made by PGCB as an alternative to the CHGS.

The amount of people attending is not material, as long as the 'chairman' is satisfied there is quorum to start the AGM. Probally they will plant lost of supporters there... so there will not be 3 people... wink.gif

This post has been edited by gark: Jan 29 2013, 11:14 AM
prophetjul
post Jan 29 2013, 11:14 AM

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QUOTE(gark @ Jan 29 2013, 11:11 AM)
Read Clause 17.1 of the trust deed you sign when you joined the scheme...

Pursuant to Clause 17.1 of the Trust Deed, the CHGS may be voluntarily terminated by resolution passed by a majority in number representing three-fourths (%) in value of the Growers present in person or by proxy at a meeting of the Growers to be convened in favour of any proposal made by PGCB as an alternative to the CHGS.
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Thats a bad one........

So if 3 outta 4 person vote in favour of termination, its accepted......

How can a fundamental clause by invoked like that? rclxub.gif
gark
post Jan 29 2013, 11:18 AM

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QUOTE(prophetjul @ Jan 29 2013, 11:14 AM)
How can a fundamental clause by invoked like that?   rclxub.gif
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Really really smart and overpaid lawyers which made the agreement in the management favor... brows.gif

"convened in favour of any proposal made by PGCB as an alternative to the CHGS"

Read closer, not only termination, they can invoke the clause to ANY other proposal .....

This post has been edited by gark: Jan 29 2013, 11:20 AM
prophetjul
post Jan 29 2013, 11:20 AM

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QUOTE(gark @ Jan 29 2013, 11:18 AM)
Really really smart and overpaid lawyers which made the agreement in the management favor...  brows.gif
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Can one sue for impartial contract in Malaysia?
gark
post Jan 29 2013, 11:25 AM

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QUOTE(prophetjul @ Jan 29 2013, 11:20 AM)
Can one sue for impartial contract in Malaysia?
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Don't think so, the clause is listed very very clearly, and the growers signed every page of it. The clause is not manipulated, it is doing exactly what is written in the clause. A clause can be used for good and bad reasons.

In the eyes of the court the agreement is legally binding and not challenge-able.
prophetjul
post Jan 29 2013, 11:27 AM

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QUOTE(gark @ Jan 29 2013, 11:25 AM)
Don't think so, the clause is listed very very clearly, and the growers signed every page of it. The clause is not manipulated, it is doing exactly what is written in the clause. A clause can be used for good and bad reasons.

In the eyes of the court the agreement is legally binding and not challenge-able.
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In U.S and UK, one can sue for an impartial contract irrespective whther the parties have agreed.....but
i guess 3rd worlds are still not up to par, thereby alllwoing the big guns to fleece at will.
jeffayn
post Jan 29 2013, 11:50 AM

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Few thing does amused me ...

1. The CHGS had already pre assume that the termination is going to carry out ( some how they can see the future)

2. Most grower does not see the real truth of the dark game CHGS is playing, but instead only worry about their capital and time frame of returning the money. This is very sad, because I understand too if anyone who save for years to buy the plot, really will give up their rights to protect their rights, but rather trade in for safe return of their capital investment
( Same scenario for people who wont not trade current stability for a possible better future with current opposition, maybe is a culture for us)

3. CHGS had already protected them in terms that is favor them, but if the growers wish to take their first step against the goliath, I am sure the small growers will set a precedent to take down them, especially we got the +1 with Yayasan Kelantan....

The growers need the right man to play this game or else.. it just another silly AGM meeting which favor the board .. perhaps... the meeting come with a very luxurious high tea biggrin.gif





kala1828
post Jan 29 2013, 12:43 PM

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QUOTE(mkhor7 @ Jan 26 2013, 11:17 PM)
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.
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kala1828
post Jan 29 2013, 12:46 PM

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QUOTE(mkhor7 @ Jan 26 2013, 11:17 PM)
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.
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hyh78
post Jan 29 2013, 02:28 PM

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we are in the star newspaper baby! woo hoo!
even the facebook page created not long ago also get published.

http://biz.thestar.com.my/news/story.asp?f...48&sec=business
gark
post Jan 29 2013, 02:35 PM

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QUOTE(hyh78 @ Jan 29 2013, 02:28 PM)
even the facebook page created not long ago also get published.
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With only 46 likes and several comments with hardly any updates on the facebook page.

I just don't see any concerted effort to thwart the termination of the scheme. How many people actually turned up at the meeting in Ipoh and SS2?

I really wish you guys all the luck!
msxeroz
post Jan 29 2013, 02:46 PM

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QUOTE(kala1828 @ Jan 29 2013, 12:43 PM)

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Hows the outcome of the discussion in the Ipoh Group? My parents and their friends also participated in this growers scheme but they are not internet savvy, so unfortunately I didn't manage to see the notification last few days. Can some kind souls pm me about the content so that I can pass msg to them. Also, most of them can't go to the meeting.
prophetjul
post Jan 29 2013, 03:44 PM

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QUOTE
Plentiful Gold-Class is a wholly owned subsidiary of Bee Garden Holdings Sdn Bhd, a company in which Puan Sri Tan Bee Hong, wife of Tan Sri Lee Kim Yew, is a shareholder. (Lee is the founder of property development and management company Country Heights Holdings Bhd. He also sits on the board of Plentiful Gold-Class.)


As i suspected: Related party thingy always smellssssss
EddyLB
post Jan 29 2013, 04:34 PM

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Whether there is malpractice or evil intention to "eat up" the minority growers, it is still premature to judge.

Like gark said, there is no point to talk about whether the management failed their duty, or what should be the future direction of the scheme. During the meeting, most likely the management will succeed in pushing through the proposal, and everything is history

The main concern now is whether the minority growers have enough votes to stop the proposal. They can either

1. Vote in a friendly chairman. You need 50% of votes to succeed. If the management has RM25m vote, then you need more than RM25m

2. Failing to vote in a friendly chairman, the minority can still stop the proposal. I suspect maybe, just maybe, RM9m worth of investors would be enough (just my guess). To gauge the actual value needed, the leaders of the minority interest needs to find out from the register of members who are the big investors and gather their support

or

3. Some growers come up with a sum of money to engage lawyers and ask for their opinion. Maybe apply for injunction to stop the meeting from convening. After the meeting is postponed by court order, the leaders of the minority interest have more time to contact more growers and oppose to the management. With the extra time, the minority interest can gather the consensus among themselves to decide the future direction, or negotiate with the management on shorter refund period, or change the management etc etc

Unfortunately time is not on the side of the minority growers. Someone needs to act quick. Otherwise, the episode is just another lesson teaching us "please don't fight with the big fish. They always win"
tehoice
post Jan 29 2013, 04:46 PM

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QUOTE(gark @ Jan 28 2013, 01:16 PM)
Lol was reading the CHGS termination circular... the below is comment from a planter's perspective. And no I do not own shares in CHGS...

The report states that the expected FFB yield is at best only 10 tons per hectare, this is the absolute lowest FFB yield I have ever seen, even in inhospitable terrain like central kalimantan, Irian Jaya and Sumatera. In those area, not only elephant but 'ninja' will come and harvest your trees at night, floods are common, roads are non-existent,  they are still making good profits? In Sarawak the soil is even worse (peat soil), yet plantations trives there.... also why mention gua musang but not lahad datu... what happen to the land there?

The planter responsible for this debacle must be the worst planter on earth... or is the report made to scare investors?  wink.gif Or the plantation is badly managed to lower valuation? Anyone is even certain they bought fertilizer?  tongue.gif

By the way Lahad Datu is one of the most fertile lands available to a plantation company, and they are getting record FFB yield there. Workers are sooooo plentiful they are waiting at street corners (daily wage) to be picked up to plantation to harvest. A fried of mine owned 100 hectares (hilly land) there and the profits is very good.  wink.gif Have a nice holiday to Tawau/Lahad Datu and you will see why. Foreigners outnumber locals... or you can stay at the Felda Sahabat Resort , nice seaside/plantation resort at Lahad datu.. to see even better picture and have a nice holiday with pristine waters, surrounded by palm trees.

Cost per ton CPO is about RM 1,500-1,800 now. CPO price is RM 2,400 and going up.. There is still a decent profit margin of RM 600 or 30% gross profit... laugh.gif

looking at the proforma 2012 financial results, they are getting >50% gross profit and >30% on the plantation which is already very good by industrial standard. Why such good results but painted such a bad picture on the future viability of the plantation? I see that the profit is starting to shoot up due to the tree coming to the 7-15 years peak production period... and they know it.

If they want to terminate, then by all means pay everything up, why wait 2 years... or they are using future profits (from plantation) to pay zero interest loans...? You are basically selling the land to them and take interest free payment spread over 2 years whistling.gif Oh yeah, biological assets are not mentioned.. are they getting for free?

Such a important decision, decided by show of hands at AGM? This is the most silly method, to be fair to minorities they should have a postal vote to share holdings. Why show of hands, they can just get 100-200 proxy to dominate the meeting. Each shareholder can split to unlimited proxy.... each proxy represent a portion of shares, and a 'hand'. You got 1 share also count 1 hand, and 1000 shares also count 1 hand... rclxub.gif Also show of hand do not need to be counted, as long as the 'chairman' is 'satisfied' there is enough majority in the show of hands, the resolution will be passed.

A letter of recommendation from the con-sultant? No audit report, no valuation report, no expert (in palm oil plantation) viability report, no geo-tech report. How come so easy ah?  laugh.gif

Also the books does not balance... total cash received 197 million, 90% of 215 million. Land is 107 million which is proposed to be sold to Bee garden as part of liquidation. Where is the biological asset?!?!?! This should form part of the fixed asset if they do a proper valuation.  wink.gif

Also those bad points given by CHGS and the 'biased' con-sultant does not match the financial results...the excellent FY13 proforma results. Why ah?  icon_idea.gif
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you can demand for a poll therein during the meeting. but they will still outnumber you with ease.
kala1828
post Jan 29 2013, 05:18 PM

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QUOTE(kala1828 @ Jan 29 2013, 12:46 PM)

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What was the outcome of the Ipoh Meeting?I was unable to attend
Please share the outcome

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