Breach of Section 218(2) of the Capital Markets and Services Act 2007 (“CMSA”)

• Tan Tian Sin;
• Song Hock Koon; and
• Chew Fei Meng

(collectively known as the “Parties Acting in Concert”).

• The SC had ruled under section 217(4) of the CMSA that Tan Tian Sing, Song Hock Koon and Chew Fei Meng were parties acting in concert within the meaning of section 216(2)(a) of the CMSA in relation to Hong Seng Consolidated Berhad, formerly known as Panpages  Berhad (“Panpages”).
• The ruling was made pursuant to the guarantees provided by Tan Tian Sin to Song Hock Koon and Chew Fei Ming wherein the facilities relating to the guarantees were used by Song Hock Koon and Chew Fei Ming to acquire shares in Panpages.
• This had resulted in the Parties Acting in Concert’s collective holdings to be beyond 33%. However, the Parties Acting in Concert  failed to undertake a mandatory offer for the remaining voting shares in Panpages.

• Reprimand
• Penalty of RM28,000

21 December 2020

Breach of 354(1)(b)(iii) of the Capital Markets and Services Act (“CMSA”) read together with:

• Paragraph 3.3.5 of the Federation of Investment Managers Malaysia’s Code of Ethics and Rules of Professional Conduct (Unit Trust Funds) as at 22 January 2013 (“Code”); and
• Paragraph 3.1.12(d) of the Code.

• Accepted cash and has monies credited into her personal bank account from investors for purposes of investment in unit trusts; and
• Directly or indirectly giving guarantee to an investor that a specific result will be achieved arising from her advice or services rendered.
  

• Reprimand;
• Requirement to make restitution to an investor, amounting to RM107,000.00; and
• Penalty of RM400,000.00.
  

Breach 1^*
Failure to supervise and ensure compliance with relevant guidelines and failure to exercise reasonable care and diligence.

Breach 2^*
Failure to supervise and ensure compliance with relevant guidelines and ensuring actions by Referrer/Marketing Representatives are within permitted referral and marketing activities.

Breach 3^*
Failure to have proper policies and procedures (P&P) to monitor its Referrer/ Marketing Representative.

Breach 4^*
Failure to ensure proper training of its Marketing Representative.

Breach 5^*
Inadequate compliance monitoring on its Marketing Representative.

Breach 6^*
Failure to conduct suitability assessment

Breach 7^*
Failure to conduct proper screening of its Marketing Representative.

Breach 1
Failure to supervise and ensure compliance with relevant guidelines and failure to exercise reasonable care and diligence.

Breach 2
Failure to supervise and ensure compliance with relevant guidelines and ensuring actions by Referrer/Marketing Representatives are within permitted referral and marketing activities.

Breach 3
Failure to have proper policies and procedures (P&P) to monitor its Referrer/ Marketing Representative.

Breach 4
Failure to ensure proper training of its Marketing Representative.

Breach 5
Inadequate compliance monitoring on its Marketing Representative.

Breach 6
Failure to conduct suitability assessment

Breach 7
Failure to conduct proper screening of its Marketing Representative.

• Reprimand for all the breaches; and
• In respect of breaches 1, 2, 3, 5 and 6 - Directs BIMB to utilize not less than RM500,000.00 for enhancement of policies, procedures, controls and system(s) by appointing independent consultant(s) to review and enhance the company’s policies, procedures and internal control, for example, but not limited to:
  • Review and enhance the controls in place in relation to opening of account (for example to ensure there is appropriate checker maker and proper record keeping of suitability assessment performed); and
  • Review and enhance the effectiveness of compliance function especially in relation to opening of account, on-going monitoring of clients’ transactions and monitoring of marketing/ distribution activities (including individuals involved in the activities).

29 September 2020

* Provision/ Requirement

Breach 1
Section 356(1)(a) of the CMSA read together with:

• Paragraph 7.02(7) of Licensing Handbook (“LH”);
• Paragraph 7.05 of Guidelines for Marketing Representative (“MR Guidelines”);
• Paragraph 4.01 of the MR Guidelines; and
• Paragraph 3.05(a) of Guidelines on Unit Trust Funds (“GUTF”).

Breach 2
Section 356(1)(a) of the CMSA read together with:

• Paragraph 7.02(7) of the LH;
• Paragraph 3.05(a) of the GUTF; and
• Paragraphs 4.03, 4.05 and 7.05 of the MR Guidelines.

Breach 3
Section 356(1)(a) of the CMSA read together with:

• Paragraph 2.02 of Guidelines on Sales Practices of Unlisted Capital Market Products (“SP Guidelines”); and
• Paragraph 7.04 of the MR Guidelines.

Breach 4
Section 356(1)(a) of the CMSA read together with:

• Paragraph 7.07 of the MR Guidelines; and
• Paragraph 7.08 of the MR Guidelines.

Breach 5
Section 356(1)(a) of the CMSA read together with paragraph 7.06 of the MR Guidelines.

Breach 6
Section 356(1)(a) of the CMSA read together with paragraph 4.05 of the SP Guidelines.

Breach 7
Section 356(1)(a) of the CMSA read together with paragraph 7.01(a) of the MR Guidelines.

• Breach of Section 356(1)(a) read together with Section 179 Capital Markets and Services Act ("CMSA"); and
• Breach of Section 356(1)(a) read together with Section 206 of the CMSA.
  

Syafiq had engaged in an act, practice or course of business which operated as a fraud directly in connection with the subscription, purchase or sales of securities and derivatives as per the following details:

• Syafiq had induced a Victim to execute an Agreement with him and to transfer RM30,000.00 into a Maybank Joint Account purportedly for an investment in equities and futures contracts, including investments in Gold and Silver derivatives; and
• Further, Syafiq had also received RM5,000.00 and RM10,000.00 from two other Victims through deposits made into the Maybank Joint Account for the purported investment in equities and futures contracts on their behalf.
  

• Reprimand;
• Requirement to make restitution, amounting to RM30,000.00; and
• Penalty of RM17,500.00.
  

3 September 2020

On 23 September 2020, Syafiq had appealed to the SC for a reduction of the penalty sum imposed against him. The appeal was then dismissed by the SC on 25 January 2021.  

Breach of Section 354(1)(a) of the Capital Markets and Services Act 2007 (“CMSA”) and read together with Section 246(1)(b) of the CMSA and Paragraph 1.06, Chapter 1, Part 1 of the Prospectus Guidelines.

Pasdec Holdings Berhad (“Pasdec”)

• Pasdec, through its Board of Directors, have authorised the issuance of its Abridged Prospectus which contains information from which there is a material omission in respect of the pending approval from the Ministry of Finance (“MOF”) for Perbadanan Kemajuan Negeri Pahang (“PKNP”) to subscribe for the PKNP Entitlement at the issue price of RM0.35 per Rights Share; and
• Pasdec has failed to ensure the Abridged Prospectus contains the information that the MOF approval for PKNP to subscribe for the PKNP Entitlement was still pending hence rendering the Abridged Prospectus incomplete and inaccurate.

Reprimand

22 July 2020

On 19 August 2020, Pasdec appealed to the SC against the sanctions imposed. The appeal was then dismissed by the SC on 25 January 2021.  

Breach of Section 354(1)(a) of the CMSA and read together with Section 246(1)(b) and Section 367(1) of the CMSA.

• Dato’  Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob;
• Dato’ Indera Haji Abdul Rahim bin Mohd Ali;
• Dato’ Sri Kamaruddin bin Mohammed; and
• Dato’ Sri Tew Kim Tin.

(Non-Independent Non-Executive Directors of Pasdec at the material time of the breach, collectively known as “NINED”)

• Pasdec’s Board of Directors, have authorised the issuance of its Abridged Prospectus which contains information from which there is a material omission in respect of the pending approval from the MOF for PKNP to subscribe for the PKNP Entitlement at the issue price of RM0.35 per Rights Share; and
• As a director of Pasdec at the material time, pursuant to Section 367(1) of the CMSA, the NINEDs are deemed to have committed the breach with their consent or connivance and have failed prove that they have exercised all such diligence to prevent the commission of the breach.  

• Reprimand; and
• Penalty of RM84,000.00.

22 July 2020

On August 2020, the NINEDs appealed to the SC against the sanctions imposed. The appeals were then dismissed by the SC on 25 January 2021.  

Breach of Section 354(1)(a) of the CMSA and read together with Section 246(1)(b) and Section 367(1) of the CMSA.

• Dato’ Ir. Noor Azmi bin Jaafar;
• Dato’ Majid bin Mohamad;
• Sharina Bahrin; and
• Teh Sew Hong.

(Independent Non-Executive Directors of Pasdec at the material time of the breach, collectively known as “INED”)

• Pasdec’s Board of Directors, have authorised the issuance of its Abridged Prospectus which contains information from which there is a material omission in respect of the pending approval from the MOF for PKNP to subscribe for the PKNP Entitlement at the issue price of RM0.35 per Rights Share; and
• As a director of Pasdec at the material time, pursuant to Section 367(1) of the CMSA, the INEDs are deemed to have committed the breach with their consent or connivance and have failed prove that they have exercised all such diligence to prevent the commission of the breach.  

Reprimand

22 July 2020

On August 2020, the INEDs appealed to the SC against the sanctions imposed. The appeals were then dismissed by the SC on 25 January 2021.  

Breach of Section 354(1)(a) of the CMSA and read together with Section 246(1)(b) and Section 367(1) of the CMSA.

Dato’ Zuber bin Hj. Shamsuri

(Chief Executive Officer (“CEO”) at the material time of the breach and Chairman of Pasdec’s Due Diligence Working Group for the Rights Issue)

• Pasdec has caused the issuance of its Abridged Prospectus which contains information from which there is a material omission in respect of the pending approval from the MOF for PKNP to subscribe for the PKNP Entitlement at the issue price of RM0.35 per Rights Share; and
• As the CEO of Pasdec at the material time, pursuant to Section 367(1) of the CMSA, the CEO is deemed to have committed the breach with his consent or connivance and has failed prove that he has exercised all such diligence to prevent the commission of the breach.  

• Reprimand; and
• Penalty of RM94,500.00.

22 July 2020

On 18 August 2020, Dato’ Zuber has appealed to the SC against the sanctions imposed. The appeal was then dismissed by the SC on 25 January 2021.  

Breach of Section 356(1)(a) of the CMSA and read together with Section 246(1)(b) and Paragraph 3.08 of the Guidelines on Due Diligence Conduct for Corporate Proposals.

RHB Investment Bank Berhad

• RHB IB, as the Principal Adviser, had caused the issuance of the Abridged Prospectus which contains information from which there is a material omission in respect of the pending approval from MOF for PKNP to subscribe for the PKNP Entitlement at the issue price of RM0.35 per Rights Share; and
• RHB IB, despite being informed of the pending approval from MOF for PKNP to subscribe for the PKNP Entitlement at the issue price of RM0.35 per Rights Share, has failed to ensure that Pasdec’s Abridged Prospectus dated 16 May 2018 does not contain material omission with respect to this matter.

• Reprimand;
• Penalty of RM400,000.00; and
• Directs RHBIB to conduct a comprehensive review and assessment for adequacy of all policies and processes relating to its role as principal adviser for corporate proposals (as defined in the DDGL) and ensure compliance with paragraph 3.14 of the Principal Adviser Guidelines. Results of such review and assessment together with recommendations (if any) must be reported to the SC within three (3) months from the date of action.

22 July 2020

Breach of section 356(1) of the Capital Markets and Services Act 2007 (“CMSA”) read together with Paragraphs 6.2(a) and (b) of the Guidelines on Prevention of Money Laundering and Terrorism Financing for Capital Market Intermediaries (“AML Guidelines”)

Malacca Securities Sdn Bhd

Failure to respond in a timely manner to the respective law enforcement agencies’ Orders issued pursuant to Section 48(1) of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.

• Reprimand; and
• Directs MSSB to allocate not less than RM200,000.00 for:
  • The enhancement of MSSB’s compliance to AML/CFT system requirements including monitoring systems and control measures to ensure responses to the respective Orders are done in a timely manner; and
  • Staff training or capacity building to ensure operational effectiveness of AML/CFT requirements and that staff are kept abreast of developments on AML/CFT requirements, issues and trends. The SC expects MSSB’s key management personnel including the Head of Compliance and all relevant operation officers to attend the aforementioned training.

6 July 2020

Revocation pursuant to Section 72(2)(a)(ii) of the CMSA

Etalage Sdn Bhd (Capital Market Services Licence Holder  the regulated activity of financial planning, dealing in securities, dealing in securities restricted to unit trust and dealing in private retirement scheme)

Failed or ceased to carry on the business in all or any of the regulated activities for which the company was licensed for a consecutive period of three (3) months

Revocation of licence

25 June 2020

Wong Shin Yih

Wong Shin Yih had allowed another person who is not the beneficial owner of her Central Depository System Account to dispose shares through the account

• Reprimand
• Penalty of RM5,000

13 May 2020

• Reprimand
• Penalty of RM5,000

13 May 2020