After having another look at the announcement, a statement was provided by Alex. I'll post his and Jimmies statements below just in case anyone overlooks them :
SCHEDULE 2 - REQUISITIONING SHAREHOLDER’S STATEMENT
I, being Mr. Alex Luis, confirm that I hold a voting power of more than 5% of the votes that may be cast at a general meeting of Credit Intelligence Limited (the Company or CI1). I urge all shareholders to cast a vote of no confidence of the Company’s Executive Chairman and CEO, Mr. Jimmie Wong at the forthcoming extraordinary general meeting by voting in favour of the removal of Mr. Wong from office as a director of the Company. Over an extended period of time, shareholder value in the Company has diminished and I believe immediate change is essential to restoring the value of shareholders’ investment. Based on the following reasons, I believe that Mr. Wong is not suitable for his current role and should be removed as a director of the Company. 1. Since 2018, when the Company (formerly known as APAC Coal Limited) acquired a Hong Kong based debts management company from Mr. Wong by way of a reverse takeover, Mr. Wong, as Executive Chairman and CEO, oversaw the Company and its subsidiaries (the Group) as it transformed from a profit-making group of approximately $3.5M in FY2020 to a loss-making group of approximately-$4.9M in FY2023.The directors of the Company have also not declared a dividend since 2021. 2. The market capitalisation of the Company has decreased by more than half from $29.6m (30 June 2020) to $11.3m (30 June 2023). 3. Shortly prior to the release of half-year results of the Group for the six months ended 31 December 2020 on 24 February 2021, Mr. Wong transferred 100,000,000 of his shares (representing 7.9% of the total number of shares on issue at that date) to his spouse Ms. Eva (Chuen Lan) Chan as a “gift” for nil consideration on 4 February 2021. Ms. Eva Chan decreased her shareholding position and ceased to be a substantial shareholder in March 2021. During the said period, CI1’s share price went up to a historical high (since the reverse takeover in 2018) of $2.6 per share on 23 February 2021 (historical price before share consolidation of 20 to 1 was $0.13). 4. Under Mr. Wong’s leadership, the Company has made the decision to acquire and/or establish six (6) operations at the “premium” cost of acquisition (substantial goodwill was recorded in the books) being: • ICS Funding Pte. Ltd (ICS); • Hup Hoe Credit Pte. Ltd (HHC); • OneStep Information Technology Limited (OneStep); • Yozo Finance Pty Limited (Yozo); • EKBUY / HKBNPL; and • Chapter Two Holdings Pty Ltd (CHT), of which five (5) of them have and continue to record impairment losses.5. As set out in the Company’s FY2023 Annual Report and despite the Company’s remuneration report (which included Mr. Wong’s remuneration for FY2022 of $1.35M) receiving 39.85% of votes against at the Company’s 2022 annual general meeting, Mr. Wong received a remuneration package for FY2023 of $2.5M (with approximately $2.26M of this remuneration being paid in cash). The median CEO salary for an ASX 300 company is only $2.7M according to the Australian Financial Review (9 December 2022). Given the Company’s market capitalisation and the Group’s profitability, how can Mr. Wong’s FY2023 remuneration package be justified when compared with the median CEO salary for an ASX 300 company? Additionally, the salaries paid to four (4) of Mr. Wong’s family members including his spouse Ms. Eva Chan, two sons, Mr. Herbert Wong and Mr. Hansen Wong, and even his brother-in-law Mr. Terence Chan, amounted to collectively almost $600,000 for FY2023. 6. According to the FY2023 Annual Report, $200,000 was also spent on a single motor vehicle in 2023. How and why can this be justified, the need for a vehicle of this price given the principal nature of business of the Group is in the business advisory industry? If Mr. Wong remains as Executive Chairman and CEO of the Company, I believe there may be limited accountability if he fails to perform based on the fact that (a) Mr. Wong holds the most senior role in the Company; and (b) the other directors of the Company do not have a meaningful financial stake in the Company (other than in relation to fees received from the Company) and, as such, may not feel the same level of financial pain as the Company’s shareholders. Immediate change is essential to restoring the value of your investment and I call on all shareholders to vote in favour of the resolution to remove Mr. Jimmie Wong as a director of the Company at the forthcoming extraordinary general meeting.
DIRECTOR’S WRITTEN STATEMENT PURSUANT TO 203D(4) OF THE CORPORATIONS ACT 2001 Dear Shareholders, I, Jimmie Wong, write to you as the Executive Chairman, CEO, and Founder of Credit Intelligence Limited (Company), in response to Alex Luis’s call for a general meeting to vote for my removal as a director of the Company. As a brief response to the 6 matters raised by Mr Luis: (1) (2) (3) (4) (5) I founded Credit Intelligence in Hong Kong in 2002. Since its listing on the ASX in 2018, the Company has acquired 5 new businesses and established 1 new business as part of its growth and expansion plan. The expansion of business operations into Australia and Singapore has required significant investment, which has affected profitability. This is not unusual when pursuing an acquisition growth strategy. Singapore and Australia now generate over 57% of the Company’s revenue. I am pleased with the acquisitions and the potential growth they will deliver to the Company. The market has been volatile. However, since 30 June 2023, the Company’s market capitalisation has increased from $11.3m to $20.6m as at 8 November 2023. I remain the single largest shareholder of the Company. Any transfer of shares has been done transparently in accordance with the ASX rules. The acquisitions of 5 businesses (ChapterTwo, Yozo, HHC, OneFlexi, ICS), and the terms of each acquisition, were unanimously approved by the Company’s board, as was the establishment of HKBNPL. Impairment losses are not uncommon and there are contributing factors such as the issue of shares to the ChapterTwo founder as part of the acquisition terms of that business. I expect these businesses to deliver substantial growth and profitability to the Company and its investors over the coming years. These businesses each provide an opportunity for international expansion. I receive a salary for the two roles I perform for the Company (see 2023 Annual Report, p.12). I am one of the four leading bankruptcy trustees in Hong Kong and act in this capacity for Hong Kong Debt Management Services Limited, which is a major operating subsidiary of the Company. I presently manage over 3500 cases and 35 staff in this role, generating over AUD $7 million in the 2023 financial year alone. I also receive a salary for acting as Executive Chairman and Managing Director of the Company. In FY2023, this was $540,000 plus statutory entitlements. Mr Luis is incorrect in asserting I receive $2.5 million for my role as Executive Chairman and CEO. My spouse, Eva Wong, joined the Company in 2002 and has been an integral part since this time, acting in various directorship roles. She currently acts as director of CIH in charge of human resources and administrative functions at the Company’s Hong Kong Head Office. My sons, Herbert and Hansen, joined the Company in 2018 and 2021 respectively, following completion of their studies. All are paid salaries commensurate with their training and experience.(6) I The acquisition of company vehicles is commonplace. The vehicle acquired in FY2023 was purchased in Hong Kong, where approximately 50% of the purchase price is tax payable to the Government. The Vehicle is financed over a term of 5 years. The Company uses the Vehicle in various ways. For example, the Vehicle is used by me and other case officers when attending Court. The HKBNPL team members also use the Vehicle to visit over 450 points of sale across Hong Kong. am committed to the Company and to bringing about long-term, sustained success. While I appreciate as shareholders you may be concerned by some of the matters raised by Mr Luis, I truly believe that I am the right person to lead the Company through its expansion. I believe I have always acted in the best interests of the Company and its shareholders. With your support, I intend to continue working tirelessly to build the profitability of the Company within Australia and abroad. I believe the Company is in a good position to take advantage of the services offered by our businesses. Within Australia, the demand for debt management services and mortgage refinancing has increased. Interest rates continue to rise, which presents opportunities for the Company’s Australian businesses. I will provide the needed stability and guidance to navigate the next phase of the Company’s growth. I urge you to vote against the resolution put by Mr Luis for my removal as a director of the Company. Yours sincerely, Jimmie Wong Executive Chairman, CEO Credit Intelligence Ltd
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After having another look at the announcement, a statement was...
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