水晶高球俱乐部突关闭事件 刘镇东吁中央插手
二零零八年十一月八日 晚上七时十九分
（槟城8日讯）升旗山区国会议员刘镇东硕士吁请财政部给予一个清楚的解释及回复，有关双溪峇甲水晶高尔夫球俱乐部突然关闭的事件，以免为我国带来负面的影响及有损马来西亚在外资眼中的形象。
他认为，人民也要知道，国民资产有限公司（现在是Prokhas 有限公司）以低过其他投标者的价格，即是2100万令吉获得该俱乐部的管理及资产。但是，其他高过2100万令吉的投标却没有获得考虑。
备忘录获94会员签署
也是槟州首席部长林冠英幕僚长的刘镇东于周五在Tropical Resort Lifestyle（MM2H）有限公司办事处，代表首长接领由水晶高尔夫球俱乐部会员提呈的备忘录后，如是向媒体表示。
出席者包括，其政治秘书丁国亮、法律顾问王忠辉律师，水晶高尔夫球俱乐部会员松野研一、山村辰志、前田元始等。
有关会员提呈的备忘录共获得94名签署，其他会员也会陆续的签名。
备忘录中表示，高尔夫球是日本人在槟城重要的社交活动，目前约有1200名日本人在槟。水晶高尔夫球俱乐部是日本人首选的高尔夫球场，约有300名日本籍会员，他们大部分是来自国际公司集团，包括：Pen Group、 Texchem、 Renesas Semiconductor、Sony、 Fuji Electric 及参与马来西亚第二家园计划者等。假如会员费平均4万令吉，那么，在水晶的投资将是1200万令吉。
会员希望重新开放
会员对于Kristal的关闭感到惊奇，同时也没有获得任何的解释及给予会员作出赔偿，不像在Pearl Island Golf Club于2005年关闭时，会员获得当局归还会员费。
另一方面，他们也认为虽然该高尔夫球场已被接管，但是该俱乐部是涉及众人的利益，因此，会员不能接受水晶高尔夫球场的关闭，并希望重新开放。
对日本投资者欠公平
他们也认为在这项的交易中并没有透明化，及对日本投资者欠公平，日本投资家于1991年以2500万令吉作出投资，Danaharta于2007年以2100万令吉出售。在日本人投资16年及耗资5500万令吉的建筑与装修下，目前的市价最少也有5000万令吉。
Saturday, November 8, 2008
Japanese want Sungai Bakap golf resort revived
The Star - Saturday November 8, 2008
Japanese want Sungai Bakap golf resort revived
A GROUP of Japanese golfers have appealed to the state government to help revive the Kristal Golf Resort in Sungai Bakap which stopped operating in July last year.
The group, comprising 90 Japanese from Penang and Kedah, said the affected members had not been refunded the resort’s club membership fees.
The corporate life membership was RM40,000 to RM50,000 while individual life membership was between RM36,000 and RM42,000.
Speaking at a press conference yesterday, the group said the golf club had about 1,400 members when it ceased operations, of which 300 were Japanese.
Fuji Electric Semiconductor (M) Sdn Bhd senior general manager Kenichi Matsuno, 46, whose company in Kulim was a corporate member of the golf club, said there should be some law to protect the rights of club members.
Another member, retired businessman Tatsuhi Yamamura, 63, who came to Penang under the Malaysia My Second Home (MM2H) programme in 2006, said he had just paid his annual membership fees to the club before its closure, and only managed to use the facilities a few times.
The group handed a letter of appeal to the state government yesterday through Bukit Bendera MP Liew Chin Tong, who is policy adviser to Chief Minister Lim Guan Eng, and said they were still in the process of collecting more signatures.
In the letter of appeal, the members said golf was an important social activity for the 1,200 Japanese expatriates in Penang, and large multinational companies such as Pen Group, Texchem, Renesas, Sony, Fuji Electric and others had multiple corporate membership at Kristal Golf Resort, which was also the main golf course for long-stay tourists and MM2H residents from Japan.
They said the original Japanese investor had paid RM25mil for the land in 1991 and spent about RM55mil on the infrastructure and facilities, but national asset management company Pengurusan Dana-harta Nasional Bhd sold it to the current buyer at only RM21mil in 2007.
“If the obligation as golf course is removed, the land should be easily worth RM50mil. The recent transaction of Kristal is not transparent and not fair to the original Japanese investor,” read the letter.
It also gave as example that when the Pearl Island Country Club closed in 2005, the golf club went on to refund the membership fees to its members.
Liew said the state government was taking steps to meet the buyer.
He also said the federal government had to answer why there was no open meeting over the sale of the land, why it was awarded to the buyer when there were higher bids, and why the interest of the club members were not taken care of.
Japanese want Sungai Bakap golf resort revived
A GROUP of Japanese golfers have appealed to the state government to help revive the Kristal Golf Resort in Sungai Bakap which stopped operating in July last year.
The group, comprising 90 Japanese from Penang and Kedah, said the affected members had not been refunded the resort’s club membership fees.
The corporate life membership was RM40,000 to RM50,000 while individual life membership was between RM36,000 and RM42,000.
Speaking at a press conference yesterday, the group said the golf club had about 1,400 members when it ceased operations, of which 300 were Japanese.
Fuji Electric Semiconductor (M) Sdn Bhd senior general manager Kenichi Matsuno, 46, whose company in Kulim was a corporate member of the golf club, said there should be some law to protect the rights of club members.
Another member, retired businessman Tatsuhi Yamamura, 63, who came to Penang under the Malaysia My Second Home (MM2H) programme in 2006, said he had just paid his annual membership fees to the club before its closure, and only managed to use the facilities a few times.
The group handed a letter of appeal to the state government yesterday through Bukit Bendera MP Liew Chin Tong, who is policy adviser to Chief Minister Lim Guan Eng, and said they were still in the process of collecting more signatures.
In the letter of appeal, the members said golf was an important social activity for the 1,200 Japanese expatriates in Penang, and large multinational companies such as Pen Group, Texchem, Renesas, Sony, Fuji Electric and others had multiple corporate membership at Kristal Golf Resort, which was also the main golf course for long-stay tourists and MM2H residents from Japan.
They said the original Japanese investor had paid RM25mil for the land in 1991 and spent about RM55mil on the infrastructure and facilities, but national asset management company Pengurusan Dana-harta Nasional Bhd sold it to the current buyer at only RM21mil in 2007.
“If the obligation as golf course is removed, the land should be easily worth RM50mil. The recent transaction of Kristal is not transparent and not fair to the original Japanese investor,” read the letter.
It also gave as example that when the Pearl Island Country Club closed in 2005, the golf club went on to refund the membership fees to its members.
Liew said the state government was taking steps to meet the buyer.
He also said the federal government had to answer why there was no open meeting over the sale of the land, why it was awarded to the buyer when there were higher bids, and why the interest of the club members were not taken care of.
Monday, June 30, 2008
Letter from KGR Action Committee To PM's Office
Letter to PM's Office
Before the General Elections I submitted a complaint to you which you have said you will look into but until now there is no response.
To recap our KGR members problem; Danaharta through Prokhas has sold off this property to Uji Dunia and the deal is been for nearly 2 years but still no conclusion. We are very suspicious at the nature of this deal. Secondly while the wheeling and dealing is going on members should be allowed to use the golf course.
We members are also interested to take over and convert it to a member's club which will then preserve the environment.
When we look at KGR situation we realise that there is no protection for other members of other golf clubs .Should the owner decide to close shop and sell the land to a developer there goes your license fee.
We trust the government will help to look into this. Find out why the deal is lopsided and taking so long.
Thank you.
Before the General Elections I submitted a complaint to you which you have said you will look into but until now there is no response.
To recap our KGR members problem; Danaharta through Prokhas has sold off this property to Uji Dunia and the deal is been for nearly 2 years but still no conclusion. We are very suspicious at the nature of this deal. Secondly while the wheeling and dealing is going on members should be allowed to use the golf course.
We members are also interested to take over and convert it to a member's club which will then preserve the environment.
When we look at KGR situation we realise that there is no protection for other members of other golf clubs .Should the owner decide to close shop and sell the land to a developer there goes your license fee.
We trust the government will help to look into this. Find out why the deal is lopsided and taking so long.
Thank you.
Thursday, June 26, 2008
Latest News - by KGR Action Committee Chairman
On 13.5.2008, a letter was sent by the state government to Uji Dunia
(the purchaser) inviting them to meet with our committee to discuss
about their intentions for Kristal Golf Resort. Unfortunately they are
not interested to meet up with us. Tell us to talk to Danaharta. I
think they are being very arrogant to even snub the new state
government.
On 26.06.08 the committee had a meeting with YB Ng Wei Aik
representing our CM YB Lim Guan Eng . We had a fruitful meeting
explaining the full situation from the beginning. It was positive from
the state government as the zoning of Kristal will not be converted
from recreation to development. Instructions will be given to Land
Office and MPSP. We also highlighted that this case not only affects
the KGR members but the golfing community throughout Malaysia as any
propriety club can just close up, sell their land for property
development without having to compensate their members.
This is serious message to our members, legally our case is very weak,
we have to come together, cooperate and support each other. We need
to use people power to win this . Makkal Sakthi. Please inform all
KGR members and all your friends who are golfers even from other
clubs to come and support our cause and course of action. Don't let a
precedent be set otherwise they may end up the same way as KGR's
members.
Watch out for further news. We will also be posting the committee's
collections and accounts soon for member's to view.
Thanks,
Billy Yeo
CHAIRMAN
KGR Action Committee
26th June 2008
(the purchaser) inviting them to meet with our committee to discuss
about their intentions for Kristal Golf Resort. Unfortunately they are
not interested to meet up with us. Tell us to talk to Danaharta. I
think they are being very arrogant to even snub the new state
government.
On 26.06.08 the committee had a meeting with YB Ng Wei Aik
representing our CM YB Lim Guan Eng . We had a fruitful meeting
explaining the full situation from the beginning. It was positive from
the state government as the zoning of Kristal will not be converted
from recreation to development. Instructions will be given to Land
Office and MPSP. We also highlighted that this case not only affects
the KGR members but the golfing community throughout Malaysia as any
propriety club can just close up, sell their land for property
development without having to compensate their members.
This is serious message to our members, legally our case is very weak,
we have to come together, cooperate and support each other. We need
to use people power to win this . Makkal Sakthi. Please inform all
KGR members and all your friends who are golfers even from other
clubs to come and support our cause and course of action. Don't let a
precedent be set otherwise they may end up the same way as KGR's
members.
Watch out for further news. We will also be posting the committee's
collections and accounts soon for member's to view.
Thanks,
Billy Yeo
CHAIRMAN
KGR Action Committee
26th June 2008
Wednesday, January 30, 2008
Good News
The KGR Action Committee just received a cc copy of letter from Deputy Chief Minister of Penang to Pejabat Tanah containing notice of our request to stop all application of change of land usage.
From: Mr. Lau (Hon Secretary)
From: Mr. Lau (Hon Secretary)
Thursday, November 22, 2007
Meeting with Danaharta - 23/10/2007
During the discussion with Danaharta on 23/10/2007, various matters were brought up to them.
Amongst them was the possibility to convert KGR into a members club. Members with any comments on this matter please post them.
We have also requested the Receiver & Manager to re-open the course for our usage while all this sales matter is finalised and are awaiting their reply.
You will be informed of further development.
Thank you.
Tuesday, October 16, 2007
EGM MINUTES 9 September 2007
KRISTAL GOLF RESORT
MINUTES OF EXTRAORDINARY GENERAL MEETING (EGM) OF MEMBERS
Date : 9 September 2007
Time : 2.30 p.m.
Venue : Green House Coffee House & Restaurant, Bukit Tambun, Simpang Ampat
Present
Name - Designation
1 Mr Billy Yeoh - Pro-Term Action Committee
2 Mr Shotaro Ishihara - M.D. Suasa Kristal (M) Berhad
3 Mr Tan Beng Hong - PB Trustee Services Bhd
4 Mr Ravi Krishna Iyer - PB Trustee Services Bhd
5 Ms Jothirani Krishnan - PB Trustee Services Bhd
6 Ms Teh Shu Ting - PB Trustee Services Bhd
7 Ms Christine Peter - PB Trustee Services Bhd
Members attending in person 159
Valid Proxies 59
Total Attendance 218
Minutes of the meeting
The meeting was called to order t 2.45p.m. by Mr Ravi Krishna Iyer. He welcomed all members who were present. The quorum for the meeting was confirmed with 159 members present in person and 59 valid proxy forms received.
Appointment of chairman for the EGM
Mr Billy Yeoh was appointed to Chair the EGM proceedings
1. Purpose of the EGM
1.1 Mr Billy Yeoh informed members that PB Trustee Services Berhad (the “Trustee") has called for this EGM to explain to members on the events that have and transpired that have led to the current status of the Kristal Golf Resort (the “club”). Mr Ravi briefed the members on behalf of Trustee.
1.2 The members would also be briefed by Mr Shotaro Ishihara, the M.D. of Suasa Kristal (M) Bhd (the “operator “) on his explanation with respect to the whole episode of events.
1.3 Thereafter, the forum would have to elect and endorse a formal Action Committee which would then act on behalf of the members, be given the full mandate to decide and take appropriate actions to protect and safeguard the interest of members in regard to the ongoing crisis in the Club. The Action Committee would also be given the powers to collect contributions from members to fund all activities and action to be pursued and liaise with Trustee accordingly.
1.4 Thereafter, resolutions from members on the further course of actions to be pursued would be tabled/passed, to be acted upon by the Action Committee and Trustee.
2. Briefing by Trustee
2.1 Mr Ravi from the Trustee informed members that on 23/07/2007 (Monday) morning. Trustee had received a fax notice from M/s MustaphaRaj Sdn Bhd (the "R&M") informing that they have been appointed as receivers and managers of Suasa Kristal (M) Bhd (the "operator" of the club) by Pengurusan Danaharta Nasional Berhad ("Danaharta") as holders of Debenture created on the properties on which th 1ub is situated.
2.2 Trustee was shocked with the fax notification and sought to obtain further information & c1arifcation from the R&M. Trustee was unable to speak to the persons in chargeuntil 30/08/2007. afterwhich, they managed to speak with a representative of the R&M who verbally recited the chronology of events to the Trustee.
2.1.1 The properties of the club had been charged to a financial institution in the 1990’s by the operator for some loan facilities. which had turned non-performing during the financial crisis of the late 90’s.
2.1.2 Subsequently, the loans and the security thereby created had been taken over by Danaharta under a special statute governing the operations of Danaharta.
2.1.3 Danaharta has been sourcing for potential purchasers for the property through advertisements in their property magazines over the years. They had sold the club’s properties by private treaty pursuant to powers given under Pengurusat Danaharta Nasional Act and have now appointed the R&M to take possession, vacate the occupants and handover vacant possession to the purchaser.
2.1.4 Thus, upon instructions from Danaharta, th R&M have moved in and sealed the club premises, secured the property for eventual hand-over to the purchaser. The property would thus not be used as a golf course thereafter.
2.3 Trustee further inquired on the status of the members’ interests pursuant to Kristal Golf Resort. It was informed that the members would have no legal rights against Danaharta, or the property. Their claims of interest would be against the operator, as a company, and they would stand as unsecured creditors to seek any remedy to their rights.
2,4 Further requests to the R&M for funding to organize the EGM of members, seeking their attendance in the EGM. request for information on the purchaser and a copy of the Sale & Purchas agreement, have all been declined and the R&M have firmly informed Trustee that they are not obliged to accede to any such requests from members or Trustee.
2.5 Question by Mr Ong Cheow Chan (M’ship No.30339)
What are the roles and responsibilities of the Trustee in protecting the interest of the members of the club?
The Trustee has a duty to ensure the Operator complies with the guidelines issued by CCM on operations of the club, compliance with all the terms and clauses in the Trust Deed and generally to ensure the club’s operations are ongoing as nonnal.
However, the trustee’s legal powers are limited, as they cannot inquire into the internal financial affairs, or management of the Operator at company level. Neither does the Trustee have the power to control or regulate the decisions by the Operator as a Company with regards to management the company’s internal financial affairs, including borrowing decisions or encumbrances on properties owned by the company.
Trustee regulates the Operator’s obligations to the members, with regards to the provision of Clubs facilities as promised under the Trust Deed and management of the trust funds covered in the Trust Deed.
2.6 Trustee informed members that the Club membership currently stood at 800 active members, inclusive of 300 Japanese members. Besides this, there were 600 members in default. The club’s Sinking Fund stood at RM3,003-00 as at 31/08/2007. The Operator had not remitted the sinking funds to the Trustee for the last 7 years. The operator had utilized the funds for repairs and replacements to the club’s facilities.
2.7 In addition, the Trustee is currently owed Trustee fee of RM1O,500 and apart from this, the Trustee has thus far incurred expenses and disbursements of RM6,502.65 in counection with convening this EGM.
3. ExpIanation’from the Operator (by Mr Shotaro Ishihara)
3.1 Mr Ishihara apologized to all members for the events that had transpired and the status of the club now. It was not his wish to see the Club at this state.
3.2 Brief History of Kristal Golf Club The Club started operations in November 1994 and things were going very well. Most of the development projects also started in 1997. Everything was fine until financial crisis hit the country in 1997, after which many of the development projects had been delayed or stalled.
3.3 The operator ran into financial difficulties as Golf Club operation was no longer profitable in view of dwindling incomes and higher overhead costs. This was made worse by defaults in membership subscriptions by numerous members.
3.4 Consequently, the bank borrowing undertaken by the Operator for the development of the Club and related projects took a turn for the worse and was not being serviced promptly. The loans became non-performing and subsequently the bank sold the loans and underlying securities to PDNB. Mr Shotaro Ishihara had undertaken numerous measures to cut costs in many ways to ensure the sustainability of the Club.
3.5 Mr. Ishihara had several meetings with PDNB to resolve the non- performing loans and worked very hard to introduce many interested purchasers with offers to PDNB. but all these offers were declined by PDNB, citing that the offers were not to PDNB’s expectation since the sums offered were lower than PDNB’s price.
3.6 Mr Ishihara further highlighted that PDNB, knew very well that the properties comprised a GoIt Course and related facilities, for which members of the public have paid substantial sums of money to acquire membership rights to use these facilities. Thus, PDNB should have exercised reasonable consideration to offer the underlying properties for sale to potential Golf Club operators, rather than just sell the properties to any party, like in this instance, to a party which does not intend to continue the Golf club operations, thereby depriving innocent members of their rights to play golf and use the facilities of the Club.
3.7 Mr Ishihara also informed members that PDNB is said to have sold the properties for a sum of RM21 million. The sale s said to have made at end of 2005 with only an earnest deposit paid by tlie purchaser, The Sale & Purchase agreement was purported to have been made only this year with payment of 10%. Mr ishihara said it is so unusual for a property transaction to drag for almost 2 years from the time earnest money is paid to signing S&P. He doubted the genuineness of the purported sale.
3.8 Mr ishihara said that he had subsequently also proposed another investor with an offer for RM22 million to PDNB. But there had been no response from PDNB.
3.9 Mr Ishihara further assured members that he would assist members in any way he can to protect their interests and to acquire back their rights as members of the Club.
4. Questions by Members and explanation by Trustee/Operator
4.1 Why Sinking Fund was not raised up during the previous AGM? How to go about it? (Mr Ong Cheow Chian -3O339)
The Trustee said that they had, on various occasions, reminded the Operator on the requirement to remit sinking fund contributions to the Trustee but the Operator had failed to do so due to cashflow problems, although they had utilized the Sinking Funds monies for the repairs and replacements done to the Clubs’ facilities, which is a legitimate use of the Sinking Funds. Trustee have also verbally informed CCM of this matter while the Operator has also said they have informed CCM of the same.
4.2 Trustee should protect the members, but Trustee didn‘t inform the members about the Club being taken over by receivers earlier, then how the Trustee is going to protect the members? (Datuk Dr. Yee Thiam Sun M0448)
Trustee said they were unaware of the actions of PDNB as Trustee was not notified by the parties earlier. Upon being notified, Trustee has done everything necessary, including numerous calls to R&M and PDNB, sought a meeting with R&M over the issues, had a meeting with CCM to brief CCM on the matter and seek advice, and convened this EGM of members at the earliest possible time upon obtaining the membership register from the R&M in order to seek members’ directiops on the further eøurse of action.
4.3 Members should retain a solicitor and get gai opinion and the Trustee ha the option on whether they want to continue to assist the members or not (Mr Billy Yeoh See Ling-M1577)
Trustee informed members that they would continue to act as Trustee under the Trust Deed to assist members in whatever ways possible to seek remedy for the members’ predicament.
4.4 Is there any membership sold after 23 July 2007? And is there any evidence on what had the operator done in terms of bringing in buyers? (Mr Ooi Eng Hock- M31457)
Mr Ishihara said that no membership was sold after 23/072007, as the Club had been scaled and the Management of the Operator evicted from the premises. Mr Ishihara also said he has evidence supporting his activities in introducing potential buyers to PDNB.
4.5 What are the options available to the members? Is the Trustee and operator willing to help them? Why has Trustee not brought any solicitors from KL to assist/advise members? (Mr Ong Cheow Chan -30339)
Mr Ravi said that PB Trustee Services Berhad is still effectively the Trustee for members of the Club. Trustee would be willing to assist the members and would like to know what the members want to do further, Mr Ravi said that the Trustee does have their own panel solicitor in KL but was not sure whether the members want to retain solicitors familiar to them from Penang region. The Trustee was informed that the Operator has invited two solicitors to advise members at the EGM and they are present.
4.6 The Chairman invited the solicitors to advise the members on their legal position, current status of their rights and course of actions that they can pursue.
5. Explanation from Solicitor (Mr Daniel Ng)
5.1 Mc Daniel Ng advised members that they currently have a licence hg±ernent with the Operator to enter the c1upremises and use the clubs facilities, which is not a proprietary right, andthis right can he revoked by the Operator anytime.
5.2 When the members lose the right to enjoy their privileges under the licence agreement, they have a course of action under contact against the Operator, Suasa Kristal (M) Berhad. Should the members sue the company and get an order df winding up against the company, it would only be a paper judgement and they would stand only as unsecured creditors with other creditors of the company.
5.3 The members must find an effective way to handle this problem. His suggestions were to question the R&M’s actions whereby the R&M has two options :
1. Either to sell the Club without any obligation to members, OR
2. To sell the Club to the right party whereby the member interests are protected.
5.4 The right party which can decide on this issue would be a judge in a court of law, which means the members need to bring an action in the court. PDNB would probably argue that they are a secured creditor as against the members, who only have a contractual agreement. Thus PDNB would deny any obligation or responsibility to the members.
5.5 Looking at another branch of law, we can ask to review the actions of PDNB and the R&M on whether their actions are reasonable and justified. Here, members may ask the court to grant an injunction to prevent the sale from being concluded and to ask the court to direct a proper sale process by way of open tender, wherein all interested parties would be given a chance to bid for the properties, including members who have the funds.
5.6 Datuk Dr. Yee Thiam Sun -M0448 put forward a motion to make a public appeal to all relevant government bodies, seek and ensure that the land which should be currently gazetted as recreation land, is still maintained as a golf course to secure the public interest of the hundreds of members, who are innocent members of public.
6. Election of Action Committee (AC)
6.1 - Trustee invited members to put up nominatio and elect members to the Action Committee which can then representll members and pursuing actions n behalf of members.
6.2 The following Action Committee comprising 9 members was elected by members by show of hands, in the election process conducted by Trustee.
Chairman : Mr Billy Yeoh See Ling (M1577)
Vice Chairman: Representative of Malay members to be appointed by the Action Committee later
Secretary : Mr Lau Heng Loon (C11781)
Treasurer : Mr Ng Looi Seng
Committee Members:
1. Mr Pang Zip Yiap (M0913)
2. Mr Eng Teik Moh (30938)
3. Mr Michael Geh
4. Mr Koay Ewe Sneah (M0077)
5. Representative of Japanese members to be appointed by the Action Committee later.
7. Chairman’s Address and Motions Passed
7.1 Mr Billy Yeoh, as Chairman of the Action Committee (the AC), thanked all members for their co-operation and support during the election process and thanked the Trustee for conducting the elections.
7.2 The Chainan tabled a motion seeking members’ mandate for the Action Committee to take all decisions deemed necessary to pursue relevant actions in seeking to protect interest of mernber and to seek remedy, redress and restitution of members’ losses. The motion was approved unanimously by all members present.
7.3 The Chairman further said that the first order of business the for AC would be to hold their first meeting within a week, then to retain solicitors to seek legal advise before pursuing further. The AC would also liaise and work with the Trustee on forthcoming issues and actions.
7.4 Datuk Dr. Yee Thiam Sun -M0448 suggested that the AC should make a press statement/announcement on the predicament of members soon, in order to put all Government organs and relevant authorities to notice on the current state of affairs. This would invite promptr action from the relevant parties and response from PDNB anR&M. Members agreed for the AC to proceed.
8. Other Matters Arising
8.1 Mr Billy Yeoh proposed that all members contribute o a fund that the AC can utilize to pay for expenses related to the actions to be taken to protect members’ interest henceforth, at RM200.OO per Golf Member and RM8O.OO per Family Member. This proposal was approved by all members present and the AC commenced collection for the fund
immediately.
With no further matter to discuss, the meeting was adjourned at 5.45 p.m.
Prepared by:
Ravi Krishna lyer
Manager PB Trustee Services Berhad
Confirmd by:
Billy Yeoh See Ling (Mship No.M1577)
Chairman
Action Committee
MINUTES OF EXTRAORDINARY GENERAL MEETING (EGM) OF MEMBERS
Date : 9 September 2007
Time : 2.30 p.m.
Venue : Green House Coffee House & Restaurant, Bukit Tambun, Simpang Ampat
Present
Name - Designation
1 Mr Billy Yeoh - Pro-Term Action Committee
2 Mr Shotaro Ishihara - M.D. Suasa Kristal (M) Berhad
3 Mr Tan Beng Hong - PB Trustee Services Bhd
4 Mr Ravi Krishna Iyer - PB Trustee Services Bhd
5 Ms Jothirani Krishnan - PB Trustee Services Bhd
6 Ms Teh Shu Ting - PB Trustee Services Bhd
7 Ms Christine Peter - PB Trustee Services Bhd
Members attending in person 159
Valid Proxies 59
Total Attendance 218
Minutes of the meeting
The meeting was called to order t 2.45p.m. by Mr Ravi Krishna Iyer. He welcomed all members who were present. The quorum for the meeting was confirmed with 159 members present in person and 59 valid proxy forms received.
Appointment of chairman for the EGM
Mr Billy Yeoh was appointed to Chair the EGM proceedings
1. Purpose of the EGM
1.1 Mr Billy Yeoh informed members that PB Trustee Services Berhad (the “Trustee") has called for this EGM to explain to members on the events that have and transpired that have led to the current status of the Kristal Golf Resort (the “club”). Mr Ravi briefed the members on behalf of Trustee.
1.2 The members would also be briefed by Mr Shotaro Ishihara, the M.D. of Suasa Kristal (M) Bhd (the “operator “) on his explanation with respect to the whole episode of events.
1.3 Thereafter, the forum would have to elect and endorse a formal Action Committee which would then act on behalf of the members, be given the full mandate to decide and take appropriate actions to protect and safeguard the interest of members in regard to the ongoing crisis in the Club. The Action Committee would also be given the powers to collect contributions from members to fund all activities and action to be pursued and liaise with Trustee accordingly.
1.4 Thereafter, resolutions from members on the further course of actions to be pursued would be tabled/passed, to be acted upon by the Action Committee and Trustee.
2. Briefing by Trustee
2.1 Mr Ravi from the Trustee informed members that on 23/07/2007 (Monday) morning. Trustee had received a fax notice from M/s MustaphaRaj Sdn Bhd (the "R&M") informing that they have been appointed as receivers and managers of Suasa Kristal (M) Bhd (the "operator" of the club) by Pengurusan Danaharta Nasional Berhad ("Danaharta") as holders of Debenture created on the properties on which th 1ub is situated.
2.2 Trustee was shocked with the fax notification and sought to obtain further information & c1arifcation from the R&M. Trustee was unable to speak to the persons in chargeuntil 30/08/2007. afterwhich, they managed to speak with a representative of the R&M who verbally recited the chronology of events to the Trustee.
2.1.1 The properties of the club had been charged to a financial institution in the 1990’s by the operator for some loan facilities. which had turned non-performing during the financial crisis of the late 90’s.
2.1.2 Subsequently, the loans and the security thereby created had been taken over by Danaharta under a special statute governing the operations of Danaharta.
2.1.3 Danaharta has been sourcing for potential purchasers for the property through advertisements in their property magazines over the years. They had sold the club’s properties by private treaty pursuant to powers given under Pengurusat Danaharta Nasional Act and have now appointed the R&M to take possession, vacate the occupants and handover vacant possession to the purchaser.
2.1.4 Thus, upon instructions from Danaharta, th R&M have moved in and sealed the club premises, secured the property for eventual hand-over to the purchaser. The property would thus not be used as a golf course thereafter.
2.3 Trustee further inquired on the status of the members’ interests pursuant to Kristal Golf Resort. It was informed that the members would have no legal rights against Danaharta, or the property. Their claims of interest would be against the operator, as a company, and they would stand as unsecured creditors to seek any remedy to their rights.
2,4 Further requests to the R&M for funding to organize the EGM of members, seeking their attendance in the EGM. request for information on the purchaser and a copy of the Sale & Purchas agreement, have all been declined and the R&M have firmly informed Trustee that they are not obliged to accede to any such requests from members or Trustee.
2.5 Question by Mr Ong Cheow Chan (M’ship No.30339)
What are the roles and responsibilities of the Trustee in protecting the interest of the members of the club?
The Trustee has a duty to ensure the Operator complies with the guidelines issued by CCM on operations of the club, compliance with all the terms and clauses in the Trust Deed and generally to ensure the club’s operations are ongoing as nonnal.
However, the trustee’s legal powers are limited, as they cannot inquire into the internal financial affairs, or management of the Operator at company level. Neither does the Trustee have the power to control or regulate the decisions by the Operator as a Company with regards to management the company’s internal financial affairs, including borrowing decisions or encumbrances on properties owned by the company.
Trustee regulates the Operator’s obligations to the members, with regards to the provision of Clubs facilities as promised under the Trust Deed and management of the trust funds covered in the Trust Deed.
2.6 Trustee informed members that the Club membership currently stood at 800 active members, inclusive of 300 Japanese members. Besides this, there were 600 members in default. The club’s Sinking Fund stood at RM3,003-00 as at 31/08/2007. The Operator had not remitted the sinking funds to the Trustee for the last 7 years. The operator had utilized the funds for repairs and replacements to the club’s facilities.
2.7 In addition, the Trustee is currently owed Trustee fee of RM1O,500 and apart from this, the Trustee has thus far incurred expenses and disbursements of RM6,502.65 in counection with convening this EGM.
3. ExpIanation’from the Operator (by Mr Shotaro Ishihara)
3.1 Mr Ishihara apologized to all members for the events that had transpired and the status of the club now. It was not his wish to see the Club at this state.
3.2 Brief History of Kristal Golf Club The Club started operations in November 1994 and things were going very well. Most of the development projects also started in 1997. Everything was fine until financial crisis hit the country in 1997, after which many of the development projects had been delayed or stalled.
3.3 The operator ran into financial difficulties as Golf Club operation was no longer profitable in view of dwindling incomes and higher overhead costs. This was made worse by defaults in membership subscriptions by numerous members.
3.4 Consequently, the bank borrowing undertaken by the Operator for the development of the Club and related projects took a turn for the worse and was not being serviced promptly. The loans became non-performing and subsequently the bank sold the loans and underlying securities to PDNB. Mr Shotaro Ishihara had undertaken numerous measures to cut costs in many ways to ensure the sustainability of the Club.
3.5 Mr. Ishihara had several meetings with PDNB to resolve the non- performing loans and worked very hard to introduce many interested purchasers with offers to PDNB. but all these offers were declined by PDNB, citing that the offers were not to PDNB’s expectation since the sums offered were lower than PDNB’s price.
3.6 Mr Ishihara further highlighted that PDNB, knew very well that the properties comprised a GoIt Course and related facilities, for which members of the public have paid substantial sums of money to acquire membership rights to use these facilities. Thus, PDNB should have exercised reasonable consideration to offer the underlying properties for sale to potential Golf Club operators, rather than just sell the properties to any party, like in this instance, to a party which does not intend to continue the Golf club operations, thereby depriving innocent members of their rights to play golf and use the facilities of the Club.
3.7 Mr Ishihara also informed members that PDNB is said to have sold the properties for a sum of RM21 million. The sale s said to have made at end of 2005 with only an earnest deposit paid by tlie purchaser, The Sale & Purchase agreement was purported to have been made only this year with payment of 10%. Mr ishihara said it is so unusual for a property transaction to drag for almost 2 years from the time earnest money is paid to signing S&P. He doubted the genuineness of the purported sale.
3.8 Mr ishihara said that he had subsequently also proposed another investor with an offer for RM22 million to PDNB. But there had been no response from PDNB.
3.9 Mr Ishihara further assured members that he would assist members in any way he can to protect their interests and to acquire back their rights as members of the Club.
4. Questions by Members and explanation by Trustee/Operator
4.1 Why Sinking Fund was not raised up during the previous AGM? How to go about it? (Mr Ong Cheow Chian -3O339)
The Trustee said that they had, on various occasions, reminded the Operator on the requirement to remit sinking fund contributions to the Trustee but the Operator had failed to do so due to cashflow problems, although they had utilized the Sinking Funds monies for the repairs and replacements done to the Clubs’ facilities, which is a legitimate use of the Sinking Funds. Trustee have also verbally informed CCM of this matter while the Operator has also said they have informed CCM of the same.
4.2 Trustee should protect the members, but Trustee didn‘t inform the members about the Club being taken over by receivers earlier, then how the Trustee is going to protect the members? (Datuk Dr. Yee Thiam Sun M0448)
Trustee said they were unaware of the actions of PDNB as Trustee was not notified by the parties earlier. Upon being notified, Trustee has done everything necessary, including numerous calls to R&M and PDNB, sought a meeting with R&M over the issues, had a meeting with CCM to brief CCM on the matter and seek advice, and convened this EGM of members at the earliest possible time upon obtaining the membership register from the R&M in order to seek members’ directiops on the further eøurse of action.
4.3 Members should retain a solicitor and get gai opinion and the Trustee ha the option on whether they want to continue to assist the members or not (Mr Billy Yeoh See Ling-M1577)
Trustee informed members that they would continue to act as Trustee under the Trust Deed to assist members in whatever ways possible to seek remedy for the members’ predicament.
4.4 Is there any membership sold after 23 July 2007? And is there any evidence on what had the operator done in terms of bringing in buyers? (Mr Ooi Eng Hock- M31457)
Mr Ishihara said that no membership was sold after 23/072007, as the Club had been scaled and the Management of the Operator evicted from the premises. Mr Ishihara also said he has evidence supporting his activities in introducing potential buyers to PDNB.
4.5 What are the options available to the members? Is the Trustee and operator willing to help them? Why has Trustee not brought any solicitors from KL to assist/advise members? (Mr Ong Cheow Chan -30339)
Mr Ravi said that PB Trustee Services Berhad is still effectively the Trustee for members of the Club. Trustee would be willing to assist the members and would like to know what the members want to do further, Mr Ravi said that the Trustee does have their own panel solicitor in KL but was not sure whether the members want to retain solicitors familiar to them from Penang region. The Trustee was informed that the Operator has invited two solicitors to advise members at the EGM and they are present.
4.6 The Chairman invited the solicitors to advise the members on their legal position, current status of their rights and course of actions that they can pursue.
5. Explanation from Solicitor (Mr Daniel Ng)
5.1 Mc Daniel Ng advised members that they currently have a licence hg±ernent with the Operator to enter the c1upremises and use the clubs facilities, which is not a proprietary right, andthis right can he revoked by the Operator anytime.
5.2 When the members lose the right to enjoy their privileges under the licence agreement, they have a course of action under contact against the Operator, Suasa Kristal (M) Berhad. Should the members sue the company and get an order df winding up against the company, it would only be a paper judgement and they would stand only as unsecured creditors with other creditors of the company.
5.3 The members must find an effective way to handle this problem. His suggestions were to question the R&M’s actions whereby the R&M has two options :
1. Either to sell the Club without any obligation to members, OR
2. To sell the Club to the right party whereby the member interests are protected.
5.4 The right party which can decide on this issue would be a judge in a court of law, which means the members need to bring an action in the court. PDNB would probably argue that they are a secured creditor as against the members, who only have a contractual agreement. Thus PDNB would deny any obligation or responsibility to the members.
5.5 Looking at another branch of law, we can ask to review the actions of PDNB and the R&M on whether their actions are reasonable and justified. Here, members may ask the court to grant an injunction to prevent the sale from being concluded and to ask the court to direct a proper sale process by way of open tender, wherein all interested parties would be given a chance to bid for the properties, including members who have the funds.
5.6 Datuk Dr. Yee Thiam Sun -M0448 put forward a motion to make a public appeal to all relevant government bodies, seek and ensure that the land which should be currently gazetted as recreation land, is still maintained as a golf course to secure the public interest of the hundreds of members, who are innocent members of public.
6. Election of Action Committee (AC)
6.1 - Trustee invited members to put up nominatio and elect members to the Action Committee which can then representll members and pursuing actions n behalf of members.
6.2 The following Action Committee comprising 9 members was elected by members by show of hands, in the election process conducted by Trustee.
Chairman : Mr Billy Yeoh See Ling (M1577)
Vice Chairman: Representative of Malay members to be appointed by the Action Committee later
Secretary : Mr Lau Heng Loon (C11781)
Treasurer : Mr Ng Looi Seng
Committee Members:
1. Mr Pang Zip Yiap (M0913)
2. Mr Eng Teik Moh (30938)
3. Mr Michael Geh
4. Mr Koay Ewe Sneah (M0077)
5. Representative of Japanese members to be appointed by the Action Committee later.
7. Chairman’s Address and Motions Passed
7.1 Mr Billy Yeoh, as Chairman of the Action Committee (the AC), thanked all members for their co-operation and support during the election process and thanked the Trustee for conducting the elections.
7.2 The Chainan tabled a motion seeking members’ mandate for the Action Committee to take all decisions deemed necessary to pursue relevant actions in seeking to protect interest of mernber and to seek remedy, redress and restitution of members’ losses. The motion was approved unanimously by all members present.
7.3 The Chairman further said that the first order of business the for AC would be to hold their first meeting within a week, then to retain solicitors to seek legal advise before pursuing further. The AC would also liaise and work with the Trustee on forthcoming issues and actions.
7.4 Datuk Dr. Yee Thiam Sun -M0448 suggested that the AC should make a press statement/announcement on the predicament of members soon, in order to put all Government organs and relevant authorities to notice on the current state of affairs. This would invite promptr action from the relevant parties and response from PDNB anR&M. Members agreed for the AC to proceed.
8. Other Matters Arising
8.1 Mr Billy Yeoh proposed that all members contribute o a fund that the AC can utilize to pay for expenses related to the actions to be taken to protect members’ interest henceforth, at RM200.OO per Golf Member and RM8O.OO per Family Member. This proposal was approved by all members present and the AC commenced collection for the fund
immediately.
With no further matter to discuss, the meeting was adjourned at 5.45 p.m.
Prepared by:
Ravi Krishna lyer
Manager PB Trustee Services Berhad
Confirmd by:
Billy Yeoh See Ling (Mship No.M1577)
Chairman
Action Committee
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