TO ALL PROSPECTIVE PROPERTY BUYERS, INVESTORS, FINANCIAL INSTITUTIONS, REAL ESTATE AGENTS, BUSINESS PARTNERS AND MEMBERS OF THE PUBLIC:
BEFORE YOU ENTER INTO A TRANSACTION INVOLVING TAN SU CHENG, BEWARE.
Investors in Luminari have been burned. Our official company records, audited financial statements, land searches and shareholder meeting minutes reveal a series of significant issues requiring explanation.
RM7,440,000 — Preference shares issued for cash.
Luminari Property Berhad issued RM7.44 million in preference shares. Its investment term sheet expressly identified acquisition of land, construction, renovation and working capital for the Private Retreat Villas as purposes of the investment.
THE LAND — NOT REGISTERED TO LUMINARI.
Despite the land-acquisition purpose stated in the term sheet, the land associated with the villa project was registered to PDI Design & Associates Sdn Bhd, a company identified in Luminari's 2025 shareholder meeting documents as owned by Dato’ Tan Su Cheng.
Luminari's own FY2017 audited accounts disclose that the land belonged to a director-linked company, with a Power of Attorney granted in respect of the land.
THE REDEMPTION — THE SEVEN-YEAR PERIOD HAS PASSED.
The investment term sheet provided for a five-year tenure, extendable by up to two years, with redemption at the subscription price if no prescribed exit mechanism was exercised.
Even allowing the maximum extension, the relevant period would have ended around May 2024.
Yet at a shareholder meeting on 16 April 2025, the chairman stated, according to the signed minutes, that the company could not redeem its redeemable preference shares because of its financial loss position.
THE FINANCIAL POSITION — RM0 REVENUE REPORTED FOR FY2023.
The company's FY2023 SSM financial information records:
- Revenue: RM0
- Loss after tax: RM547,386
- Accumulated retained losses: RM3,417,559
- Current assets: RM14,667
- Current liabilities: RM1,117,935
THE PROPOSED SALE — RM14.5 MILLION.
In April 2025, shareholders approved a mandate to pursue disposal of the Bentong land and villa at not less than RM14.5 million, notwithstanding that the original term sheet described a sale exit mechanism involving a minimum price of RM20 million.
Whether the earlier contractual mechanism governs the later proposed disposal requires legal determination.
QUESTIONS THAT REQUIRE DOCUMENTED ANSWERS
- Why was the land not registered to Luminari Property Berhad despite the stated land-acquisition purpose of the investment?
- What rights does Luminari actually possess over land registered to PDI Design & Associates Sdn Bhd?
- What happened to the company's contractual redemption obligations following the expiry of the RPS tenure?
- What arrangements protect preference shareholders in any sale, transfer, refinancing or disposal of the villa?
- How will the proceeds from a proposed disposal be allocated, and who has priority to receive payment?
- What is the present position regarding the private caveat recorded on the land title?
NOTICE TO THIRD PARTIES
All persons considering purchasing, financing, marketing, brokering, investing in or otherwise transacting in relation to any project with Tan Su Cheng involved are strongly advised to seek independent legal advice and verify the ownership, contractual rights, caveats, liabilities and shareholder obligations before proceeding.
THIS IS NOT A FINDING OF FRAUD OR CRIMINAL WRONGDOING.
It is a public caution based on documents raising material questions regarding ownership, financial obligations and investor protection.
The parties named are invited to provide documentary explanations or corrections for publication.
THE DOCUMENTS EXIST. THE QUESTIONS ARE SPECIFIC. THE PUBLIC DESERVES CLARITY.
Supporting records: SSM share capital and FY2023 financial information; RPS term sheet; FY2017 audited accounts, Note 4; Bentong land search; shareholder notice and minutes of 16 April 2025.