People

The People

Grade: C. A 25-year founder with real skin in the game (RM1.0B personal stake, symbolic RM206k salary, persistent open-market buying) sits opposite a board that was publicly reprimanded by Bursa Malaysia in July 2025 for misleading disclosures — and chose to sue the regulator rather than remediate. Alignment is genuine; governance integrity is compromised.

**Material red flag:** In July 2025, Bursa Malaysia publicly reprimanded Zetrix AI and fined seven directors — including CEO Wong Thean Soon and Chairperson Datuk Norraesah Mohamad — RM150,000 each for misleading disclosures in 2023 falsely claiming government approval for fee-collection services. The company filed a judicial review to challenge the penalties rather than accept them.

1. The People Running This Company

The operating team is compact, founder-dominated, and long-tenured. TS Wong has run the business for 25 years and still authorises the strategy, the buying, and the pivot from e-government into blockchain and AI. The newer blockchain hires (Du, Anuar) bring credible technical résumés but no independent check on the founder.

No Results

**What to trust:** Wong has spent 25 years building this business and put RM1B of personal capital on the line. **What to doubt:** the same person who orchestrated the pivot authorised the disclosures that drew a regulatory sanction, and now frames that sanction as something to litigate rather than own.

2. What They Get Paid

CEO total compensation for FY2024 was RM206,000 — roughly 6% of the RM3.4M median for Malaysian listed companies of similar size (RM3.9B–RM13B market cap). This is not a package; it is a gesture. Wong earns economically through his 14.97% stake (worth ~RM1.0B) and through dividends, not through salary.

CEO Pay FY2024 (RM '000)

206

CEO Equity Stake (RM M)

1,007

Stake ÷ Annual Pay (×)

4,887

Wong's dividends on his own equity (estimated at ~RM3.3M at a 3.4% yield) already dwarf his reported salary by ~16×. That is the textbook founder-owner incentive structure: he doesn't need a bonus plan because every ringgit of shareholder value is his shareholder value. The governance question is whether the board sets his pay at all or simply rubber-stamps what he chooses to take.

3. Are They Aligned?

Alignment is the strongest pillar of the case. Two founder-linked parties together control roughly 29.6% of the company; open-market buying by the CEO and by Asia Internet Holdings has been near-continuous through 2025 and Q1 2026; and the company is running an active share buyback with 116 million treasury shares held back. The one serious alignment tension is the Cuscapi situation, where the CEO is accumulating shares personally outside the listco.

Ownership and control

No Results

The ownership map is unusually healthy for a Malaysian mid-cap: founder concentration is high, but so is the participation of quality long-only institutions (KWAP, EPF, Vanguard, State Street, GIC, AIA). IFC (World Bank Group) invested in February 2026, adding a reputational anchor that an emerging-market governance-downgraded name could not have attracted had the reprimand been considered disqualifying.

Insider buying vs selling

Disclosed transactions across the last three quarters show unbroken net buying by Wong and Asia Internet Holdings: 3M-share blocks at RM0.755 (Mar 2026), 5M shares (Feb 2026), 9.1M shares (Dec 2025), 3M shares at RM0.850 during a closed period (2025), and 1.4M shares that pushed Asia Internet Holdings' stake to 13.64%. Alongside the insider buying, the company has been buying back its own stock — 116,098,900 treasury shares as of March 2026 (~1.4% of shares outstanding). Cumulatively this is one of the clearest "eating our own cooking" signals available in the Malaysian tech space.

**The one genuine alignment tension.** Wong Thean Soon personally (not through Zetrix) holds ~21.95% of **Cuscapi Bhd**, a separately listed enterprise software company. In June 2025 he bought another 30 million Cuscapi shares via direct business transaction at RM0.16. Market commentary has speculated about a Zetrix takeover of Cuscapi — a transaction that would transfer value between Wong's personal holding and the company he runs. Any future related-party transaction between Zetrix and Cuscapi requires active minority-shareholder scrutiny.

Dilution and capital allocation

No significant equity issuance or option-grant dilution is evident in the data. Share count has been reduced via buybacks. The company pays a dividend (~3.4% yield, 28% payout ratio) while reinvesting in the Zetrix blockchain platform. Capital allocation is shareholder-friendly on its face.

Skin-in-the-game score

Skin-in-the-Game Score (1–10)

Insider + Founder-Linked Ownership (%)

29.6

A 7 — not a 9 — because the CEO's separate Cuscapi accumulation creates a second vehicle where his economic interest lives, and because directors outside Wong hold trivial positions (Chair 0.44%, Jimmy Wong 0.05%). The founder is deeply aligned; the rest of the board is not.

4. Board Quality

The board is small, long-tenured, and, on the evidence of the Bursa sanction, insufficiently challenging of management. Seven of its members signed off on disclosures that Bursa subsequently ruled misleading. Independence in name did not translate to independence in practice.

No Results

The pattern in the Bursa order — seven directors sanctioned, not one or two — suggests the board approved the misleading announcements collectively rather than a rogue executive acting alone. That is the more damaging reading: the independent directors did not catch the problem, and after the fine they chose to sue the regulator instead of adopting a remediation plan. BIMB Securities downgraded the governance score on exactly this reasoning.

Missing expertise: the data does not show a director with deep blockchain, AI, or digital-asset regulatory expertise commensurate with a company that now trades on its Layer-1 blockchain narrative and markets a "national blockchain" role. The board that oversaw e-government services is not obviously the right board for a crypto-adjacent, Shariah-compliant Web3 platform with IFC-level international partners.

5. The Verdict

Governance Grade

**Grade: C.** The case for a higher grade is ownership — Wong has roughly a billion ringgit of personal stake, he earns ~RM200k in salary, he keeps buying in the open market, the company buys back its own shares, and the institutional register (KWAP, EPF, Vanguard, GIC, IFC) would not tolerate egregious behaviour. The case against a higher grade is that the same board and CEO were fined personally for misleading the market about a core revenue claim, and they are fighting the regulator rather than fixing the disclosure culture. That is not a cosmetic lapse; it is a statement about how this company handles inconvenient truths.

Upgrade trigger: the judicial review is withdrawn or lost, the company adopts a public disclosure-remediation framework, and the Cuscapi overhang resolves without a related-party transaction — or with one priced by a Big-4 fairness opinion and approved by a minority-independent vote.

Downgrade trigger: Bursa opens a second action on the May 2023–Jan 2024 "unauthorised revenue collection" matter, a Cuscapi transaction is announced on non-arm's-length terms, or insider buying flips to selling.

All figures in Malaysian Ringgit (RM). Ownership figures reference the shareholder register snapshot on iSaham / Bursa announcements through 17 Apr 2026; reprimand details per Bursa Malaysia 14 Jul 2025 release as reported by Business Today and AInvest. Wong's Cuscapi stake of 21.95% per I3investor market commentary.