• Paragraph 7.01(1) of the SC’s Licensing Handbook read together with Section 64(1)(h)(iia) and/or (iv) of the Capital Markets and Services Act 2007 (“CMSA”); and
  
  
• Paragraph 7.02(2) of the SC’s Licensing Handbook read together with Paragraph 4.02 of the SC’s Licensing Handbook under the title of “Fit and proper requirements for directors, chief executive, managers and controllers of a CMSL applicant”

• Apex Securities Berhad(formerly known as JF Apex Securities Berhad) (“Apex Securities”)
• Apex Equity Holdings Bhd (“Apex Equity”)
• ACE Holdings Berhad (“ACE”)
• Dato’ Calvin Choong Chee Meng
• Dato’ Celine Leong Wai Leng
• Lim Kok Eng
• Annie Chang Ai Nee
• Woon Wai En
• Lee Siow Hong
• Kevin Wong Zhen Fai
• Chang Min De
• Leong Kok Hoong
• Lim Huey Hean

On 29 November 2022, the SC filed a civil action against the Defendants whereby the SC is seeking amongst others:

Declaratory order/reliefs

A declaration that Apex Securities Berhad has contravened the securities laws as ACE Holdings Berhad has become a controller of Apex Securities Berhad, when ACE Holdings Berhad is not a fit and proper person to become a controller of Apex Securities Berhad, where these are contraventions of :

1. Paragraph 7.01(1) of the SC’s Licensing Handbook read together with Section 64(1)(h)(iia) and/or (iv) of the CMSA; and
2. Paragraph 7.02(2) of the SC’s Licensing Handbook read together with Paragraph 4.02 of the SC’s Licensing Handbook under the title of “Fit and proper requirements for directors, chief executive, managers and controllers of a CMSL applicant”

A declaration that ACE Holdings Berhad is a person who appears to have been knowingly involved in the contravention of the securities laws by Apex Securities;

Specific orders/reliefs

An order that ACE Holdings Berhad, its directors, agents, servants, nominees or otherwise, including the companies within the ACE Group and its directors, agents, servants, nominees or otherwise, shall remedy the contraventions of the securities laws by taking the following steps :

Removing or causing to be removed the following individuals from the Board of Apex Equity Holdings Berhad:

• Dato’ Calvin Choong Chee Meng;
• Dato’ Celine Leong Wai Leng;
• Mr. Lim Kok Eng;
• Mr. Lee Siow Hong; and
• Mr. Woon Wai En.

Removing or causing to be removed the following individuals from the management of Apex Equity Holdings Berhad:-

• Ms. Annie Chang Ai Nee;
• Mr. Kevin Wong Zhen Fai;
• Mr. Chang Min De; and
• Mr. Leong Kok Hoong.

1. Removing or causing to be removed Mr. Lim Huey Hean as the Head of Credit Management of Apex Securities Berhad;
2. Refraining from appointing and/or causing to be appointed any directors on Apex Equity Holdings Berhad and Apex Securities Berhad;
3. Refraining from making and/or causing to be made, decisions in respect of the business and/or administration of Apex Securities Berhad and/or to give effect such decisions and/or causing them to be given effect to;
4. Refraining from directly or indirectly being a controller of Apex Securities Berhad and/or any holder of a Capital Markets Services Licence.

Further and/or in the alternative to the above:-

• An injunction to restrain ACE Holdings Berhad, its directors, agents, servants, nominees or otherwise, including the companies within the ACE Group and its directors, agents, servants, nominees or otherwise, from appointing and/or causing to be appointed any directors and/or management personnel on Apex Equity Holdings Berhad and Apex Securities Berhad;
• An injunction to restrain ACE Holdings Berhad, its directors, agents, servants, nominees or otherwise, including the companies within the ACE Group and its directors, agents, servants, nominees or otherwise, howsoever from making and/or causing to be made, decisions in respect of the business and/or administration of Apex Securities Berhad and/or to give effect such decisions and/or causing them to be given effect to;
• An injunction to restrain ACE Holdings Berhad and the companies within the ACE Group from directly or indirectly being a controller of Apex Securities Berhad and/or any holder of a Capital Markets Services Licence.

On 23 November 2023, the SC entered into a consent judgment with Apex Equity and Apex Securities before the High Court (“Consent Judgment”).

The terms of the Consent Judgement are as follows:-

1. In the event that Apex Equity wishes to appoint any person to its Board of Directors, Apex Equity shall appoint a person who has no prior relationship, interaction and/or connection with ACE or any related companies with ACE.
2. Apex Securities and Apex Equity respectively, shall withdraw their applications to strike out the SC claim.
3. The SC’s claim herein against Apex Securities and Apex Equity respectively shall be concluded.
4. Apex Securities shall withdraw its judicial review application against the SC vide an Application for Judicial Review No. WA-25-540-10/2022 filed on 19 October 2022 before the High Court of Malaya at Kuala Lumpur in relation to the previous Additional Conditions imposed by the SC on 26 August 2022 towards Apex Securities’ Capital Markets Services Licence No. eCMSL/A0013/2007, with no orders as to costs.
5. Parties are to bear their own costs.
6. The SC shall be at liberty to conduct investigation and/or take enforcement action against any party for breaches of any securities laws, including those which arose out of or relate to ACE being a controller of Apex Securities.

The consent judgment was entered following amongst others, the cessation of Mr. Lim Kok Eng, Dato’ Calvin Choong Chee Meng and Dato’ Celine Leong Wai Leng from the Board of Apex Equity.

In light of the abovementioned consent judgment, on 7 December 2023 and 15 December 2023, the SC filed notices to discontinue the civil action against Dato’ Celine Leong Wai Leng, Lim Kok Eng, Woon Wai En, Lee Siow Hong, Kevin Wong Zhen Fai, Chang Min De, Leong Kok Hoong and Lim Huey Hean.

• Law Siew Ngoh
• Robert Daniel Tan Kim Leng
• Ng Back Heang
• Yap Wee Hin

On 17 August 2023, the SC filed a civil suit against Law Siew Ngoh, Robert Daniel Tan Kim Leng, Ng Back Heang and Yap Wee Hin (“the Defendants”) for breach of section 317A of the CMSA. The SC sought among others:

• A declaration that the Defendants had contravened section 317A of the CMSA;
• An order that the Defendants pay jointly and/or severally a sum of RM5,100,000.00.
• An order that the Defendants be barred from becoming a chief executive, director, or be involved in the management directly or indirectly, of any other public listed company for a period of 5 years;
• Interest; and
• Costs.

On 20 September 2023, parties agreed to settle the suit by way of entering into a consent judgment on among others the following terms:

• A declaration that the Defendants had contravened section 317A of the CMSA;
• An order that the Defendants pay a sum of RM500,000.00 each;
• An order that the Defendants be barred from becoming a chief executive, director, or be involved in the management directly or indirectly, of any other public listed company for a period of 5 years; and
• An order that the Defendants pay costs of RM50,000.00 each.

Previously,  the Defendants faced criminal charges relating to the same transaction. The criminal charges against them were discontinued  upon the instructions of the Attorney General’s Chambers  on 1 November 2023 following the entering of this Consent Judgment and full payment by the Defendants.

The details of the criminal enforcement action can be found in the link below :

https://www.sc.com.my/regulation/enforcement/actions/criminal-prosecution/updates-on-criminal-prosecution-in-2023

Insider trading

Toh Kai Fatt

On 13 September 2021, a civil action was initiated against Toh Kai Fatt (“Toh”) for insider trading, a breach under section 188(2) of the Capital Markets and Services Act 2007 (“CMSA”).

The SC sought, among others, the following:

• A declaration that Toh had contravened section 188(2)(a) of the CMSA when he acquired shares of HPI Resource Bhd (“HPI”) while in possession of material, non-public information relating to the acquisition of HPI by Oji Paper Co Ltd;
• An order that Toh pays to the SC a sum of RM2,363,122.50 which is equal to three (3) times the profit made by Toh;
• An order that Toh pays to the SC a civil penalty of RM1,000,000.00;
• An order that Toh be removed of chief executive, directorship and management positions in any public listed companies (“PLCs“) in Malaysia;
• An order that Toh be barred from being appointed as a chief executive or director and from being involved in the management, directly or indirectly of any PLC for a period of five (5) years from the date of judgment;
• An order that Toh be restrained from trading in any securities on Bursa Malaysia for a period of five (5) years from the date of judgment;
• Interest; and
• Costs.

On 13 April 2023, the Kuala Lumpur High Court declared in favour of the SC against Toh Kai Fatt. The High Court granted the following reliefs to the SC:

• A declaration that Toh had breached section 188(2)(a) of the CMSA;
• A payment of the sum of RM2,363,122.50 which is equal to three (3) times the profit made by Toh;
• Civil penalty of RM250,000;
• Interest at the rate of 5% per annum on the judgement sums above from the date of judgement until full and final realisation thereof;
• An order that Toh is to be barred from being a chief executive or director and from being involved in the management, directly or indirectly, of any public listed companies in Malaysia for a period of 5 years from the date of judgment;
• An order that Toh is to be restrained from trading in any securities on Bursa Malaysia for a period of 5 years from the date of judgment; and
• Costs of RM100,000.00.