Stock Analysis & Call out to gather Minority
Shareholders (1st July 2020)
Information found in this document are extracted/copied from the below mentioned sources:
- KLW Annual Reports
- KLW Official Website
- Online sources
- Phillip Securities
- Various Newspaper Articles (Refer to Decks & Appendix)
This research is done on behalf of KLW Minority Shareholders and we shall not be liable against any potential lawsuit, if any.
- DISCLAIMER
1) Brief introduction of counter
2) Fundamental Analysis
3) Cashflow Position/Debt level
4) Controlling/Substantial stakeholders 5) Chart – Price Study
6) Remuneration Disclosure
7) Compiled queries from minority investors 8) Summary/Call-out
- TABLE OF CONTENTS
KLW HOLDINGS LIMITED (INCORPORATED 15TH JUNE 1995, LISTED IN 19th AUG1998)
1) BRIEF INTRODUCTION OF COUNTER
KLW HOLDINGS LIMITED – CORE BUSINESS
(DOOR MANUFACTURING AND DISTRIBUTION)
KLW HOLDINGS LIMITED – CORE BUSINESS
(PROPERTY INVESTMENT AND PROPERTY DEVELOPMENT)
KLW HOLDINGS LIMITED – PREVIOUS NEWS of FOUNDERS OUSTED
https://www.straitstimes.com/business/companies- markets/three-directors-ousted-at-klw-holdings-egm
https://www.businesstimes.com.sg/companies-markets/3- klw-directors-on-chopping-block-at-egm
(BRIEF INTRODUCTION OF COUNTER - SOME HISTORICAL NEWS)
KLW HOLDINGS LIMITED – PREVIOUS NEWS
https://www.businesstimes.com.sg/companies-markets/klw- https://www.straitstimes.com/business/companies- holdings-auditor-includes-emphasis-of-matters-for-fiscal-2019-
markets/two-key-klw-figures-under-cad-probe results
(BRIEF INTRODUCTION OF COUNTER - PREVIOUS NEWS)
KLW HOLDINGS LIMITED – PREVIOUS NEWS
https://www.businesstimes.com.sg /companies-markets/cad-starts- investigation-into-klw-holdings
(BRIEF INTRODUCTION OF COUNTER - PREVIOUS NEWS)
A) NET ASSET VALUE (NAV)
Based on the third quarter results for the financial period ended 31/12/2019, the NAV is 0.013
(As of 28th June 2020, Price is trading at 0.003/0.004)
2) FUNDAMENTAL ANALYSIS
A) CASH FLOW POSITION
As per Qyarterly Statement end 31-Dec 2019 - they have $13,106,00 Cash and
cash equivalents
- Property, plant and equivalent of
approx. $16.68mil
. Development Properties of approx. $43 mil
3) CASHFLOW POSITION/DEBT LEVEL
B) DEBT LEVEL
As of Annual Report FYE 2019, - Gearing Ration : N.M (Non Meaningful)
3) CASHFLOW POSITION/DEBT LEVEL
A) SUBSTANTIAL SHAREHOLDERS AS AT 17TH JUNE 2019 (EXTRACTED FROM ANNUAL REPORT FYE2019)
4) CONTROLLING/ SUBSTANTIAL STAKEHOLDERS
(NOTE: AS FOR 9TH MAR 2019, LEE HANG PENG HAVE 658,276,300 SHARES. WITH THIS ADDITIONAL 40,000,000 SHARES BOUGHT FROM THE MARKET, BRING HIS TOTAL CONTROL )
1
2
3
4
5
6
B) SUBSTANTIAL SHAREHOLDER/INSIDER PURCHASES
In the period 2015 to 2020
S/No.
Date
9/3/2020
27/11/2019
20/8/2019
16/8/2019
2/5/2019
15/6/2016
Seller
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
Sunny Wealth Limited(SWL) (Wong Beng Koon - WBK)
Quek Chek Lan (QCL)
Buyer
Lee Han Peng (LHP)
LHP
LHP
LHP
LHP
SWL/WBK
No. of shares
5,000,000
6,000,000
7,000,000
22,000,000
522,092,500
1,044,185,000
Price ($)
0.003
0.003
0.004
0.00401
0.004
0.01226
Value
($)
15,000
18,000
28,000
88,229.15
2,088,370
12,800,000
7
26/8/2015
Lee Boon Teck (LBT)
QCL
980,427,000
0.0408
4,000,000
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
1) Pengiran Muda Abdul Qawi
- Brunei Prince
- Currently the Non executive chairman of KLW
- Holding 500,000,000 shares in KLW bought
through placement in 2013 at $0.020
- Has recently invested in Unusual Entertainment
with Ron Sim
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
1) Pengiran Muda Abdul Qawi
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
2) Wong Ben Koon & Daughter Gloria Wong
- HK Nationals
- Sole Shareholder of Sunny Wealth Limited
- Co-founder of HK Listed Prosperity International Holdings (H.K.) Limited
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
2) Wong Ben Koon & Daughter Gloria Wong
- Personal guarantees to banking facilities under Prosperity Internation. (As below)
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
2) Lee Han Peng – ‘LHP’
- Currently owns 12.26% of KLW shares (658,276,300 of 5,380,556,316)
- Majority of shares was bought from Wong Ben Koon in May 2019
- At least 40,000,000 shares was purchased outright in the market from 2019 to 2020 at prices of 0.003 to 0.004
NOTE: LHP at this juncture is a mystery. No information can be found on him online. It is highly possible that LHP is on ‘friendly’ terms with the controlling stakeholders (WBK and associates from HK) since WBK offload these shares at a significant discount to what he initially paid for ($0.004 as compared to Approx. $0.012) Nevertheless, LHP accumulating shares directly from the market makes everything a questions mark on what exactly would be his intention and what he might be planning on doing in the upcoming AGM. (By Sept 2020)
4) CONTROLLING/SUBSTANTIAL STAKEHOLDERS
5) CHART (PRICE STUDY) – 2013 TO CURRENT
HIGHEST PRICE 0.046, LOWEST 0.002, CURRENTLY TRADING AT 0.003/0.004 AS AT 28/6/2020
6) REMUNERATION DISCLOSURE (FY2015)
6) REMUNERATION DISCLOSURE (FY2016)
6) REMUNERATION DISCLOSURE (FY2017)
6) REMUNERATION DISCLOSURE (FY2018)
6) REMUNERATION DISCLOSURE (FY2019)
DESCRIPTION/PERSONS
Revenue (SGD $ in Millons)
Profit/(Loss)
Total Directors’ Remuneration (SGD $)
(break down as below)
Pengiran Muda Abdul Kawi
Gloria Wong
Lam Chi Yin
Lam Kwan Linda
Lim Han Siang Peter
Chan Ka Kin Kelvin
Mark Leong Kei Wei
FY2017
45.65
9.94
747,647
75,000
160,995
161,199
161,786
28,000
25,667
N.A
FY2018
,
33.31
(7.97)
917,175
75,000
238,580
238,580
238,580
45,870
44,000
25,565
FY2019
30.29
(1.38)
1,026,208
75,000
246,736
246,736
246,736
44,000
44,000
Wong Joo Wan
Lim Jit Siew
Nicholas Jeyaraj
56,250
40,833
37,917
11,000
N.A
N.A
48,000
NA
N.A
N.A
6) REMUNERATION DISCLOSURE (LAST 3 YEARS ANALYSIS)
,
• Based on analysis of the past 3 years remuneration, it clearly shows that although company performance has dropped in FY2018 and F2019 as shown in losses of $7.97 millions and $1.38 millions respectively.
• Nevertheless, it is clearly evident that the directors’ remuneration have increased quite significantly from $747,647 (FY2017) to $917,175 (FY2018) and $1,026,208 (FY2019).
• This is especially so for 3 of the below person whose FY2019 remuneration was approx. 50% higher as compared to FY2017 even though company was losing money under their directorship.
- Gloria Wong
- Lam Chi Yin
- Lam Kwan Linda
(Note: Gloria Wong is also holding an executive position in another HK Listed firm Prosperity International Holdings (H.K.) Limited.)
6) REMUNERATION DISCLOSURE (LAST 3 YEARS ANALYSIS)
1) There have been an increase in remuneration paid to company directors from $747,647 (FY2017) to $917,175 (FY2018) and $1,026,208 (FY2019) although company have been bleeding in FY2018 & FY2019, making losses of $7.97 millions and $1.38 millions respectively dropping significantly from a profit of $ 9.94 million in FY2017. Thus, we would like the management to justify this increase.
DESCRIPTION/PERSONS
FY2017
FY2018
FY2019
Revenue (SGD $ in Millons)
45.65
33.31
30.29
Profit/(Loss)
9.94
(7.97)
(1.38)
Total Directors’ Remuneration (SGD $) (break down as below)
747,647
917,175
1,026,208
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
2) We would like to query why was there such a significant increase in the below three directors, namely Gloria Wong, Lam Chi Yin and Linda Kwan which was not in line to company performance in the same period. Was there any additional job scope given to them that could justify this increase?
DESCRIPTION/PERSONS
FY2017
FY2018
FY2019
Revenue (SGD $ in Millons)
45.65
33.31
30.29
Profit/(Loss)
9.94
(7.97)
(1.38)
Total Directors’ Remuneration (SGD $) (break down as below)
747,647
917,175
1,026,208
Gloria Wong
160,995
238,580
246,736
Lam Chi Yin
161,199
238,580
246,736
Lam Kwan Linda
161,786
238,580
246,736
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
3) Based on findings, Gloria is also playing an executive director role in HK Listed Prosperity International Holdings (H.K.) Limited and thus this would limit her time to focus on KLW holdings.
Thus, we would like to understand how she is able to balance her time between the companies.
Also, we would ask of the remuneration board/committee to decrease her remuneration by half as her time and focus would be naturally split into 2 companies.
4) In view of the current COVID19 situation, most businesses have been badly affected and many companies have begun reducing costs, beginning with pay cuts from management level. Thus, we would like to know if the board is planning to reduce the remunerations given to directors and senior management? If so, what sort of pay cuts/cost savings would be expected.
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
1
2
3
4
5
6
7
5) Back in May 2019, Wong Ben Koon have sold a substantial no. of KLW Shares to a Lee Han Peng (Deal was done at 522,092,500 @ $0.004). This was a steep discount as compared to the price of $0.01226 which he purchased from Quek Chek Lan in 2016. What would be the reason for making this deal? Also, what is the relationship between Lee Han Peng and Wong Ben Koon?
S/No.
Date
9/3/2020
27/11/2019
20/8/2019
16/8/2019
2/5/2019
15/6/2016
26/8/2015
Seller
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
Sunny Wealth Limited(SWL) (Wong Beng Koon - WBK)
Quek Chek Lan (QCL)
Lee Boon Teck (LBT)
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
Buyer
Lee Han Peng (LHP)
LHP
LHP
LHP
LHP
SWL/WBK
QCL
No. of shares
5,000,000
6,000,000
7,000,000
22,000,000
522,092,500
1,044,185,000
980,427,000
Price ($)
0.003
0.003
0.004
0.00401
0.004
0.01226
0.0408
Value ($)
15,000
18,000
28,000
88,229.15
2,088,370
12,800,000
4,000,000
6) With regards to the purchase and joint venture in Indonesia for property development, what are the plans and how is the management team exercising caution to ensure that this venture would not be a sham. Ultimately, we are concerned as international projects as such can be risky and if JV partners decide to play KLW out, the company can potentially lose everything. In addition, has there been any previous relationship between the management team from HK and the JV partners in Indonesia.
7) Based on latest financial statement and recent divestment of subsidiary in Malaysia, we expect Cash Equivalents/Cash at Bank to be around $20mil or more which is close to what the company is valued as of $0.003/$0.004 price which stock is trading at. Hence, we would like to request that KLW holdings do a capital reduction in terms of paying back to existing shareholders to reward us for our faith in the company.
8) Share prices of KLW have dropped and at this price, they are greatly undervalued as compared to the Net Asset Value (NAV) of approx. $0.013. We would like to request that the management perform share buybacks to boost market confidence in KLW.
9) We would like to request a suitable candidate with business experience representing the minority shareholders to join the board as an independent director to further strengthen KLW shareholders and to help propel the company further.
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
10) Why was there no corporate announcement when the majority shareholder (Sunnywealth) sold half its stake in the company to Lee Han Peng. Please provide some background on the new substantial shareholder.
11) The management of the company have been issuing profit warning statements since Aug 2017. Almost 3 years have passed and such statements are still being issued, more recently on 8th June 2020. Will the management please lay out its concrete action plans to turn the company around, both in terms of net profit after tax and cash flow? Please also indicate the timeline to achieve these objectives and not provide vague and ambiguous statements in your response.
12) Since the management cannot turn the door division around for the last 3 years, perhaps it should consider closing down this division? From the last 3 years P&L, the company can save a huge amount of administrative expenses of about S$10 million a year.
13) What is the management planning for the future KLW and is the company planning to raise any amount of money which will in turn dilute existing shareholders?
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 1ST JULY 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
In summary, KLW Holdings have previously undergo management transition back in 2015 after the founders were ousted in an EGM due to CAD probes. After which, new and current controlling stakeholders from Hong Kong took over. Many shareholders believes that things was finally going to change for KLW after the ousting. However, as time passes on, it does seem like KLW future is really uncertain.
As per some basic calculation, at current prices of 0.003 / 0.004, it brings the company market cap to approx. $22 million. However, based on the recent divestment of Malaysian subsidiary announcement and figures from the annual report, KLW would have minimally over $20 million cash equivalents. On top to that, they do have properties/land overseas which easily brings their assets to $50 million less the borrowings.
The NAV of KLW stands at approx. $0.013.
8) SUMMARY/CALL-OUT
KLW have been underperforming in the past 2 years under new management team from HK as shown by the Financial statements and this have led to the share price declining. Therefore, we as minority shareholders have began taking matters into our own hands. So far, we have gathered other KLW minority Shareholders in the past one year or two and are still looking for other shareholders to join our cause to call an EGM and let our voices be heard once we have sufficient shares.
Hence, we hope that media outlets would be kind enough help to cover our fight so we can reach out to other KLW shareholders who are out there but yet unaware of our cause.
We are well aware that the road ahead it tough but we shall persist and not go down without a fight. With the help of all minority shareholders and any perhaps other white knights out there who might come in to unlock the potential value, rewarding the faithful and patient shareholders of KLW Holdings.
8) SUMMARY/CALL-OUT
1) 2 DIRECTORS FACING VOTE TO OUST THEM LIST CONCERNS ABOUT KLW
HTTPS://WWW.STRAITSTIMES.COM/BUSINESS/COMPANIES-MARKETS/2-DIRECTORS-FACING-VOTE-TO-OUST-THEM-LIST- CONCERNS-ABOUT-KLW
2) THREE KLW HOLDINGS DIRECTORS OUSTED AT EGM
HTTPS://WWW.STRAITSTIMES.COM/BUSINESS/THREE-KLW-HOLDINGS-DIRECTORS-OUSTED-AT-EGM
3) AT A GLANCE : KLW HOLDINGS
HTTPS://WWW.INVESTOR-ONE.COM/EDITORIAL/6069-AT-A-GLANCE-KLW-HOLDINGS
4) UNAUDITED THIRD QUARTER FINANCIAL STATEMENTS ANNOUNCEMENT FOR THE PERIOD ENDED 31 DECEMBER 2019
HTTPS://LINKS.SGX.COM/FILEOPEN/KLWH Q3 AND 9M FY2020 A NNOUNCEMENT%20140220.ASHX?AP P=ANNOUNCEMENT&FILEID=596623
5) KLW ANNUAL REPORT FYE2015
HTTPS://LINKS.SGX.COM/FILEOPEN/KLWHOLDINGSLIMITEDANNUALREPORT.AS HX?APP=ANNOUNCEMENT&FILEID=35981 8
6) KLW ANNUAL REPORT FYE2016
HTTPS://LINKS.SGX.COM/FILEOPEN/KLWANNUALREPORT.ASHX?APP=ANNOUNCE MENT&FILEID=412909
7) KLW ANNUAL REPORT FYE2017
HTTPS://LINKS.SGX.COM/FILEOPEN/KLW AR2017 FINAL.ASHX?APP=ANN OUNCEMENT&FILEID=461201
APPENDIX
APPENDIX
8) KLW ANNUAL REPORT FYE2018
HTTPS://LINKS.SGX.COM/FILEOPEN/KLW HOLDINGS ANNUAL REPORT FY2018 .ASHX?APP=ANNOUNCEMENT&FILEID=516202
9) KLW ANNUAL REPORT FYE2019
HTTPS://LINKS.SGX.COM/FILEOPEN/KLW- AR%20FY2019.ASHX?APP=ANNOUNCEMENT&FILEID=570044
10) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (LEE HAN PENG –’LHP’ BOUGHT 522,092,500 FROM SUNNY WEALTH LIMITED - WONG BENG KOON – ‘WBK’ AT $0.004 ) HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM3V2- 1_LHP_030519.ASHX?APP=ANNOUNCEMENT&FILEID=557903
11) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (QUEK CHEK LAN – ‘QCK’ SOLD 1,044,185,000 SHARE TO WBK AT APPROX $0.01226)
HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM1V2 QCL V1.ASHX?APP=ANNOUNCEMEN T&FILEID=410594
APPENDIX
APPENDIX
12) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (LEE BOON TECK– ‘LBT’ SOLD 980,427,000 SHARE TO QCL AT APPROX $0.0408)
HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM1V2LBTFINAL.ASHX?APP=ANNOUNCEMENT&FILEID= 367877
HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM3V2FINAL.ASHX?APP=ANNOUNCEMENT&FILEID=36 7879
13) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (ALL)
HTTPS://WWW.SGX.COM/SECURITIES/COMPANY- ANNOUNCEMENTS?PAGESIZE=20&VALUE=KLW%20HOLDINGS%20LIMITED&TYPE=COMPANY&ANN C=ANNC14
14) KLW CHAIRMAN WON'T FULFIL PUT OPTION TO SUBSCRIBE FOR MORE SHARES
HTTPS://WWW.BUSINESSTIMES.COM.SG/COMPANIES-MARKETS/KLW-CHAIRMAN-WONT-FULFIL- PUT-OPTION-TO-SUBSCRIBE-FOR-MORE-SHARES
15) PROSPERITY INTERNATIONAL HOLDINGS (H.K) LIMITED ANNUAL REPORT 2019
HTTP://WWW.PIHL-HK.COM/ATTACHMENT/2019123019321333689110898_EN.PDF
APPENDIX
APPENDIX
16) MARKET SCREENER WEBSITE – PRINCE QAWI
HTTPS://WWW.MARKETSCREENER.COM/BUSINESS-LEADERS/PENGIRAN-MUDA-ABDUL-QAWI- 0DR2XV-E/BIOGRAPHY/
17) MARKET SCREENER WEBSITE – PRINCE WONG BEN KOON
HTTPS://WWW.MARKETSCREENER.COM/BUSINESS-LEADERS/BEN-KOON- WONG-06WTG6-E/BIOGRAPHY/
APPENDIX
APPENDIX
Shareholders (1st July 2020)
Information found in this document are extracted/copied from the below mentioned sources:
- KLW Annual Reports
- KLW Official Website
- Online sources
- Phillip Securities
- Various Newspaper Articles (Refer to Decks & Appendix)
This research is done on behalf of KLW Minority Shareholders and we shall not be liable against any potential lawsuit, if any.
- DISCLAIMER
1) Brief introduction of counter
2) Fundamental Analysis
3) Cashflow Position/Debt level
4) Controlling/Substantial stakeholders 5) Chart – Price Study
6) Remuneration Disclosure
7) Compiled queries from minority investors 8) Summary/Call-out
- TABLE OF CONTENTS
KLW HOLDINGS LIMITED (INCORPORATED 15TH JUNE 1995, LISTED IN 19th AUG1998)
1) BRIEF INTRODUCTION OF COUNTER
KLW HOLDINGS LIMITED – CORE BUSINESS
(DOOR MANUFACTURING AND DISTRIBUTION)
KLW HOLDINGS LIMITED – CORE BUSINESS
(PROPERTY INVESTMENT AND PROPERTY DEVELOPMENT)
KLW HOLDINGS LIMITED – PREVIOUS NEWS of FOUNDERS OUSTED
https://www.straitstimes.com/business/companies- markets/three-directors-ousted-at-klw-holdings-egm
https://www.businesstimes.com.sg/companies-markets/3- klw-directors-on-chopping-block-at-egm
(BRIEF INTRODUCTION OF COUNTER - SOME HISTORICAL NEWS)
KLW HOLDINGS LIMITED – PREVIOUS NEWS
https://www.businesstimes.com.sg/companies-markets/klw- https://www.straitstimes.com/business/companies- holdings-auditor-includes-emphasis-of-matters-for-fiscal-2019-
markets/two-key-klw-figures-under-cad-probe results
(BRIEF INTRODUCTION OF COUNTER - PREVIOUS NEWS)
KLW HOLDINGS LIMITED – PREVIOUS NEWS
https://www.businesstimes.com.sg /companies-markets/cad-starts- investigation-into-klw-holdings
(BRIEF INTRODUCTION OF COUNTER - PREVIOUS NEWS)
A) NET ASSET VALUE (NAV)
Based on the third quarter results for the financial period ended 31/12/2019, the NAV is 0.013
(As of 28th June 2020, Price is trading at 0.003/0.004)
2) FUNDAMENTAL ANALYSIS
A) CASH FLOW POSITION
As per Qyarterly Statement end 31-Dec 2019 - they have $13,106,00 Cash and
cash equivalents
- Property, plant and equivalent of
approx. $16.68mil
. Development Properties of approx. $43 mil
3) CASHFLOW POSITION/DEBT LEVEL
B) DEBT LEVEL
As of Annual Report FYE 2019, - Gearing Ration : N.M (Non Meaningful)
3) CASHFLOW POSITION/DEBT LEVEL
A) SUBSTANTIAL SHAREHOLDERS AS AT 17TH JUNE 2019 (EXTRACTED FROM ANNUAL REPORT FYE2019)
4) CONTROLLING/ SUBSTANTIAL STAKEHOLDERS
(NOTE: AS FOR 9TH MAR 2019, LEE HANG PENG HAVE 658,276,300 SHARES. WITH THIS ADDITIONAL 40,000,000 SHARES BOUGHT FROM THE MARKET, BRING HIS TOTAL CONTROL )
1
2
3
4
5
6
B) SUBSTANTIAL SHAREHOLDER/INSIDER PURCHASES
In the period 2015 to 2020
S/No.
Date
9/3/2020
27/11/2019
20/8/2019
16/8/2019
2/5/2019
15/6/2016
Seller
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
Sunny Wealth Limited(SWL) (Wong Beng Koon - WBK)
Quek Chek Lan (QCL)
Buyer
Lee Han Peng (LHP)
LHP
LHP
LHP
LHP
SWL/WBK
No. of shares
5,000,000
6,000,000
7,000,000
22,000,000
522,092,500
1,044,185,000
Price ($)
0.003
0.003
0.004
0.00401
0.004
0.01226
Value
($)
15,000
18,000
28,000
88,229.15
2,088,370
12,800,000
7
26/8/2015
Lee Boon Teck (LBT)
QCL
980,427,000
0.0408
4,000,000
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
1) Pengiran Muda Abdul Qawi
- Brunei Prince
- Currently the Non executive chairman of KLW
- Holding 500,000,000 shares in KLW bought
through placement in 2013 at $0.020
- Has recently invested in Unusual Entertainment
with Ron Sim
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
1) Pengiran Muda Abdul Qawi
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
2) Wong Ben Koon & Daughter Gloria Wong
- HK Nationals
- Sole Shareholder of Sunny Wealth Limited
- Co-founder of HK Listed Prosperity International Holdings (H.K.) Limited
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
2) Wong Ben Koon & Daughter Gloria Wong
- Personal guarantees to banking facilities under Prosperity Internation. (As below)
4) CONTROLLING /SUBSTANTIAL STAKEHOLDERS
Notable Persons
2) Lee Han Peng – ‘LHP’
- Currently owns 12.26% of KLW shares (658,276,300 of 5,380,556,316)
- Majority of shares was bought from Wong Ben Koon in May 2019
- At least 40,000,000 shares was purchased outright in the market from 2019 to 2020 at prices of 0.003 to 0.004
NOTE: LHP at this juncture is a mystery. No information can be found on him online. It is highly possible that LHP is on ‘friendly’ terms with the controlling stakeholders (WBK and associates from HK) since WBK offload these shares at a significant discount to what he initially paid for ($0.004 as compared to Approx. $0.012) Nevertheless, LHP accumulating shares directly from the market makes everything a questions mark on what exactly would be his intention and what he might be planning on doing in the upcoming AGM. (By Sept 2020)
4) CONTROLLING/SUBSTANTIAL STAKEHOLDERS
5) CHART (PRICE STUDY) – 2013 TO CURRENT
HIGHEST PRICE 0.046, LOWEST 0.002, CURRENTLY TRADING AT 0.003/0.004 AS AT 28/6/2020
6) REMUNERATION DISCLOSURE (FY2015)
6) REMUNERATION DISCLOSURE (FY2016)
6) REMUNERATION DISCLOSURE (FY2017)
6) REMUNERATION DISCLOSURE (FY2018)
6) REMUNERATION DISCLOSURE (FY2019)
DESCRIPTION/PERSONS
Revenue (SGD $ in Millons)
Profit/(Loss)
Total Directors’ Remuneration (SGD $)
(break down as below)
Pengiran Muda Abdul Kawi
Gloria Wong
Lam Chi Yin
Lam Kwan Linda
Lim Han Siang Peter
Chan Ka Kin Kelvin
Mark Leong Kei Wei
FY2017
45.65
9.94
747,647
75,000
160,995
161,199
161,786
28,000
25,667
N.A
FY2018
,
33.31
(7.97)
917,175
75,000
238,580
238,580
238,580
45,870
44,000
25,565
FY2019
30.29
(1.38)
1,026,208
75,000
246,736
246,736
246,736
44,000
44,000
Wong Joo Wan
Lim Jit Siew
Nicholas Jeyaraj
56,250
40,833
37,917
11,000
N.A
N.A
48,000
NA
N.A
N.A
6) REMUNERATION DISCLOSURE (LAST 3 YEARS ANALYSIS)
,
• Based on analysis of the past 3 years remuneration, it clearly shows that although company performance has dropped in FY2018 and F2019 as shown in losses of $7.97 millions and $1.38 millions respectively.
• Nevertheless, it is clearly evident that the directors’ remuneration have increased quite significantly from $747,647 (FY2017) to $917,175 (FY2018) and $1,026,208 (FY2019).
• This is especially so for 3 of the below person whose FY2019 remuneration was approx. 50% higher as compared to FY2017 even though company was losing money under their directorship.
- Gloria Wong
- Lam Chi Yin
- Lam Kwan Linda
(Note: Gloria Wong is also holding an executive position in another HK Listed firm Prosperity International Holdings (H.K.) Limited.)
6) REMUNERATION DISCLOSURE (LAST 3 YEARS ANALYSIS)
1) There have been an increase in remuneration paid to company directors from $747,647 (FY2017) to $917,175 (FY2018) and $1,026,208 (FY2019) although company have been bleeding in FY2018 & FY2019, making losses of $7.97 millions and $1.38 millions respectively dropping significantly from a profit of $ 9.94 million in FY2017. Thus, we would like the management to justify this increase.
DESCRIPTION/PERSONS
FY2017
FY2018
FY2019
Revenue (SGD $ in Millons)
45.65
33.31
30.29
Profit/(Loss)
9.94
(7.97)
(1.38)
Total Directors’ Remuneration (SGD $) (break down as below)
747,647
917,175
1,026,208
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
2) We would like to query why was there such a significant increase in the below three directors, namely Gloria Wong, Lam Chi Yin and Linda Kwan which was not in line to company performance in the same period. Was there any additional job scope given to them that could justify this increase?
DESCRIPTION/PERSONS
FY2017
FY2018
FY2019
Revenue (SGD $ in Millons)
45.65
33.31
30.29
Profit/(Loss)
9.94
(7.97)
(1.38)
Total Directors’ Remuneration (SGD $) (break down as below)
747,647
917,175
1,026,208
Gloria Wong
160,995
238,580
246,736
Lam Chi Yin
161,199
238,580
246,736
Lam Kwan Linda
161,786
238,580
246,736
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
3) Based on findings, Gloria is also playing an executive director role in HK Listed Prosperity International Holdings (H.K.) Limited and thus this would limit her time to focus on KLW holdings.
Thus, we would like to understand how she is able to balance her time between the companies.
Also, we would ask of the remuneration board/committee to decrease her remuneration by half as her time and focus would be naturally split into 2 companies.
4) In view of the current COVID19 situation, most businesses have been badly affected and many companies have begun reducing costs, beginning with pay cuts from management level. Thus, we would like to know if the board is planning to reduce the remunerations given to directors and senior management? If so, what sort of pay cuts/cost savings would be expected.
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
1
2
3
4
5
6
7
5) Back in May 2019, Wong Ben Koon have sold a substantial no. of KLW Shares to a Lee Han Peng (Deal was done at 522,092,500 @ $0.004). This was a steep discount as compared to the price of $0.01226 which he purchased from Quek Chek Lan in 2016. What would be the reason for making this deal? Also, what is the relationship between Lee Han Peng and Wong Ben Koon?
S/No.
Date
9/3/2020
27/11/2019
20/8/2019
16/8/2019
2/5/2019
15/6/2016
26/8/2015
Seller
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
N.A (MARKET)
Sunny Wealth Limited(SWL) (Wong Beng Koon - WBK)
Quek Chek Lan (QCL)
Lee Boon Teck (LBT)
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
Buyer
Lee Han Peng (LHP)
LHP
LHP
LHP
LHP
SWL/WBK
QCL
No. of shares
5,000,000
6,000,000
7,000,000
22,000,000
522,092,500
1,044,185,000
980,427,000
Price ($)
0.003
0.003
0.004
0.00401
0.004
0.01226
0.0408
Value ($)
15,000
18,000
28,000
88,229.15
2,088,370
12,800,000
4,000,000
6) With regards to the purchase and joint venture in Indonesia for property development, what are the plans and how is the management team exercising caution to ensure that this venture would not be a sham. Ultimately, we are concerned as international projects as such can be risky and if JV partners decide to play KLW out, the company can potentially lose everything. In addition, has there been any previous relationship between the management team from HK and the JV partners in Indonesia.
7) Based on latest financial statement and recent divestment of subsidiary in Malaysia, we expect Cash Equivalents/Cash at Bank to be around $20mil or more which is close to what the company is valued as of $0.003/$0.004 price which stock is trading at. Hence, we would like to request that KLW holdings do a capital reduction in terms of paying back to existing shareholders to reward us for our faith in the company.
8) Share prices of KLW have dropped and at this price, they are greatly undervalued as compared to the Net Asset Value (NAV) of approx. $0.013. We would like to request that the management perform share buybacks to boost market confidence in KLW.
9) We would like to request a suitable candidate with business experience representing the minority shareholders to join the board as an independent director to further strengthen KLW shareholders and to help propel the company further.
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 28TH JUNE 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
10) Why was there no corporate announcement when the majority shareholder (Sunnywealth) sold half its stake in the company to Lee Han Peng. Please provide some background on the new substantial shareholder.
11) The management of the company have been issuing profit warning statements since Aug 2017. Almost 3 years have passed and such statements are still being issued, more recently on 8th June 2020. Will the management please lay out its concrete action plans to turn the company around, both in terms of net profit after tax and cash flow? Please also indicate the timeline to achieve these objectives and not provide vague and ambiguous statements in your response.
12) Since the management cannot turn the door division around for the last 3 years, perhaps it should consider closing down this division? From the last 3 years P&L, the company can save a huge amount of administrative expenses of about S$10 million a year.
13) What is the management planning for the future KLW and is the company planning to raise any amount of money which will in turn dilute existing shareholders?
7) COMPILED QUERIES FROM MINORITY INVESTORS
(AS OF 1ST JULY 2020, WE HAVE APPROX. 6.5 – 8.5 % OF KLW TOTAL SHAREHOLDINGS)
In summary, KLW Holdings have previously undergo management transition back in 2015 after the founders were ousted in an EGM due to CAD probes. After which, new and current controlling stakeholders from Hong Kong took over. Many shareholders believes that things was finally going to change for KLW after the ousting. However, as time passes on, it does seem like KLW future is really uncertain.
As per some basic calculation, at current prices of 0.003 / 0.004, it brings the company market cap to approx. $22 million. However, based on the recent divestment of Malaysian subsidiary announcement and figures from the annual report, KLW would have minimally over $20 million cash equivalents. On top to that, they do have properties/land overseas which easily brings their assets to $50 million less the borrowings.
The NAV of KLW stands at approx. $0.013.
8) SUMMARY/CALL-OUT
KLW have been underperforming in the past 2 years under new management team from HK as shown by the Financial statements and this have led to the share price declining. Therefore, we as minority shareholders have began taking matters into our own hands. So far, we have gathered other KLW minority Shareholders in the past one year or two and are still looking for other shareholders to join our cause to call an EGM and let our voices be heard once we have sufficient shares.
Hence, we hope that media outlets would be kind enough help to cover our fight so we can reach out to other KLW shareholders who are out there but yet unaware of our cause.
We are well aware that the road ahead it tough but we shall persist and not go down without a fight. With the help of all minority shareholders and any perhaps other white knights out there who might come in to unlock the potential value, rewarding the faithful and patient shareholders of KLW Holdings.
8) SUMMARY/CALL-OUT
1) 2 DIRECTORS FACING VOTE TO OUST THEM LIST CONCERNS ABOUT KLW
HTTPS://WWW.STRAITSTIMES.COM/BUSINESS/COMPANIES-MARKETS/2-DIRECTORS-FACING-VOTE-TO-OUST-THEM-LIST- CONCERNS-ABOUT-KLW
2) THREE KLW HOLDINGS DIRECTORS OUSTED AT EGM
HTTPS://WWW.STRAITSTIMES.COM/BUSINESS/THREE-KLW-HOLDINGS-DIRECTORS-OUSTED-AT-EGM
3) AT A GLANCE : KLW HOLDINGS
HTTPS://WWW.INVESTOR-ONE.COM/EDITORIAL/6069-AT-A-GLANCE-KLW-HOLDINGS
4) UNAUDITED THIRD QUARTER FINANCIAL STATEMENTS ANNOUNCEMENT FOR THE PERIOD ENDED 31 DECEMBER 2019
HTTPS://LINKS.SGX.COM/FILEOPEN/KLWH Q3 AND 9M FY2020 A NNOUNCEMENT%20140220.ASHX?AP P=ANNOUNCEMENT&FILEID=596623
5) KLW ANNUAL REPORT FYE2015
HTTPS://LINKS.SGX.COM/FILEOPEN/KLWHOLDINGSLIMITEDANNUALREPORT.AS HX?APP=ANNOUNCEMENT&FILEID=35981 8
6) KLW ANNUAL REPORT FYE2016
HTTPS://LINKS.SGX.COM/FILEOPEN/KLWANNUALREPORT.ASHX?APP=ANNOUNCE MENT&FILEID=412909
7) KLW ANNUAL REPORT FYE2017
HTTPS://LINKS.SGX.COM/FILEOPEN/KLW AR2017 FINAL.ASHX?APP=ANN OUNCEMENT&FILEID=461201
APPENDIX
APPENDIX
8) KLW ANNUAL REPORT FYE2018
HTTPS://LINKS.SGX.COM/FILEOPEN/KLW HOLDINGS ANNUAL REPORT FY2018 .ASHX?APP=ANNOUNCEMENT&FILEID=516202
9) KLW ANNUAL REPORT FYE2019
HTTPS://LINKS.SGX.COM/FILEOPEN/KLW- AR%20FY2019.ASHX?APP=ANNOUNCEMENT&FILEID=570044
10) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (LEE HAN PENG –’LHP’ BOUGHT 522,092,500 FROM SUNNY WEALTH LIMITED - WONG BENG KOON – ‘WBK’ AT $0.004 ) HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM3V2- 1_LHP_030519.ASHX?APP=ANNOUNCEMENT&FILEID=557903
11) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (QUEK CHEK LAN – ‘QCK’ SOLD 1,044,185,000 SHARE TO WBK AT APPROX $0.01226)
HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM1V2 QCL V1.ASHX?APP=ANNOUNCEMEN T&FILEID=410594
APPENDIX
APPENDIX
12) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (LEE BOON TECK– ‘LBT’ SOLD 980,427,000 SHARE TO QCL AT APPROX $0.0408)
HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM1V2LBTFINAL.ASHX?APP=ANNOUNCEMENT&FILEID= 367877
HTTPS://LINKS.SGX.COM/FILEOPEN/_EFORM3V2FINAL.ASHX?APP=ANNOUNCEMENT&FILEID=36 7879
13) DISCLOSURE OF INTERESTS/CHANGE OF INTEREST IN SUBSTANTIAL SHAREHOLDERS (ALL)
HTTPS://WWW.SGX.COM/SECURITIES/COMPANY- ANNOUNCEMENTS?PAGESIZE=20&VALUE=KLW%20HOLDINGS%20LIMITED&TYPE=COMPANY&ANN C=ANNC14
14) KLW CHAIRMAN WON'T FULFIL PUT OPTION TO SUBSCRIBE FOR MORE SHARES
HTTPS://WWW.BUSINESSTIMES.COM.SG/COMPANIES-MARKETS/KLW-CHAIRMAN-WONT-FULFIL- PUT-OPTION-TO-SUBSCRIBE-FOR-MORE-SHARES
15) PROSPERITY INTERNATIONAL HOLDINGS (H.K) LIMITED ANNUAL REPORT 2019
HTTP://WWW.PIHL-HK.COM/ATTACHMENT/2019123019321333689110898_EN.PDF
APPENDIX
APPENDIX
16) MARKET SCREENER WEBSITE – PRINCE QAWI
HTTPS://WWW.MARKETSCREENER.COM/BUSINESS-LEADERS/PENGIRAN-MUDA-ABDUL-QAWI- 0DR2XV-E/BIOGRAPHY/
17) MARKET SCREENER WEBSITE – PRINCE WONG BEN KOON
HTTPS://WWW.MARKETSCREENER.COM/BUSINESS-LEADERS/BEN-KOON- WONG-06WTG6-E/BIOGRAPHY/
APPENDIX
APPENDIX
