Wintoni Group demand SP Setia Yap Kok Weng and others fulfill mandatory general offer (MGO)

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Hostile Takeover Drama avoiding Mandatory General Offer

PETALING JAYA, MALAYSIA, 11 September 2015 - Wintoni Group Bhd EGM held on 11 September 2015 ended according to law by noon. With new directors appointed a day before EGM, means the EGM is academic, and 1 invalid resolution lapse, the chairman started and closed the meeting on time, there is no other official meeting the session onward. The board calls for majority shareholder Yap Kok Weng and others working in concert to fulfill mandatory general offer requirement, with evidence of potential law breaking, including share price manipulation and insider trading. The evidence appears involvement of SP Setia Bhd, another public listed company’ staffs on duty, as well as their former staffs which currently employed under Tan Sri Liew Kee Sin, the former chief of SP Setia, now chief of Eco World Development Group Bhd, all of which appears to be organized and attempted takeover by avoiding mandatory general offer.

The new board was appointed by the old board 1 day before EGM today. Subsequently after appointment of new directors Yesterday, same day its chairman Datuk Khairuddin Mat Yusof, together with two executive directors, including Datuk Tey Por Yee, plus four independent directors and chief executive officer Choong Siew Meng, have all resigned.

The new directors appointed includes former Agriculture and Agro-based Industry deputy minister Datuk Seri Mohd Shariff Omar, together with six directors and two executive directors to the board. These directors includes the 3 nominated by Yap Kok Weng group, namely Datuk Jalaldin Hussain, Chaang Kok Fai and Anita Chew Cheng Im.

Official results were published on Bursa Malaysia:
http://www.bursamalaysia.com/market/listed-companies/company-announcements/4865785


Corporate Governance presented at utmost International Level.

Asian companies are known to be family ran and applies private rules, basically no rules. Mom and pop business owners and investors take owners or shareholders as the only law above all. Some miss understood the power of shareholders, as if raid and scrap public listed companies as they wish is the ultimate power they possess. That is the reason why laws came in, such as take over code or mandatory general offers were set up to protect the "stakeholders interest", not purely "shareholders interest". Text book as it is, even third world countries best company secretary or lawyer with PHD may not understand or know how to exercise their rights professionally. Sentiment play is of challenge when comes to law.

Today, the stress test of Malaysian corporate governance has moved to new level, where board of directors exercised their rights for the interest of stakeholders, not just selective hostile shareholders. The meeting closed professionally by chairman. Similar to matured capital markets, the shareholders, the board and the management are supposed to be independent. There were incidence in matured markets where hostile competitors buying and holding controlling stakes in other public listed company, without clear and convincing business plan on table, were not allowed to replace any of the board members or restricted by law from seeking unfair change of control, especially hostile or unfriendly method, which could jeopardize business survival, if proven would deem oppressing "stakeholders" interest. This concept had evolved further in UK and USA, where board of directors were given independent rights, so as management team, as well as in certain industries, "founders" of the company, especially IT companies like Facebook or Google (Wintoni Group is an IT company), where core asset is the executive directors themselves, and survival of the companies is the board of directors and the management.

Today, Wintoni Group board of directors had presented and exercised their right and duty to the utmost standard, something new to Malaysian standard of corporate governance. As shallow as it is in many investors mind, this incident would be a good text book material to nurture Malaysian capital market to match with international standard of understanding what is the spirit of corporate governance. Job well done!

 "Yap and group of investors working in concert combined purchased exceeded 40% shareholding of Wintoni Group shares attempted to bulldoze the public listed company board by calling an EGM and lost the day. The hostile group was dismissed and asked to perform their duty using proper legal method, such as Mandatory General Offer, with the Chairman elaborated professional board room protocol and defended board duty and responsibility to take care of stakeholders interest, not just selective shareholders interest. The drama demonstrated a new level of corporate governance professionalism in Malaysia towards International standard."

Swallow a tiny ACE company by breaking all laws, at all cost?

Wintoni, a smallish ACE board IT company which turns profitable after new management came in 2 years ago, was voted no confidence last AGM in June 2015 by a group of dubious shareholders, led by Raymond Yap Kok Weng of SP Setia Bhd, along with dozens of SP Setia existing or former staff. Reliable sources investigated by Wintoni Group company consultant have collected potential evidence of over 43% shareholding by parties working in concert, a potential breach of mandatory general offer rules (MGO). Subsequently the calling of EGM on 11 September 2015 further confirms the dubious action called by same group of people in different combination of attendance outfit-in-disguise, suspected to avoid certain rules with the purpose of removing all existing board of directors, which potentially deem breach of takeover code. The removal is also in breach of Company Act and Wintoni Group Article of Association where at any point the company must maintain at least 3 directors.

According to a senior banker, potential breaches include insider trading, share price manipulation, breach of takeover code, breach and avoidance of general offer rules, breach of Company Act, and attempted minority oppression. Yap and group gets it all. “It’s potentially a big scale organized crime, all in one package drop in the basket delivered to the door front of Bursa Malaysia and Securities Commissions. Full stop“, commented a banker.

Market Manipulation for the purpose of Character Assassination conspiracy?

According to similar precedence in market manipulation suit, the authority may pursue a civil penalty potentially in millions of Ringgit from each of them. The authority may also seek for every member of the group acting in concert to be barred from being directors of public-listed companies and from trading on the stock exchange for a period of certain years. In matured International capital markets, shares held by the group would be restrained from voting for the same period.

“Even if Raymond Yap and group found money to pursue mandatory general offer (MGO), or some back stage funder is to emerge to save the day, they may not be able to undo the potential breaches.” commented a lawyer. “The parties working in concert knew each other and work for same company, they bring a long family member and business associates to buy the shares, using same law firm to conduct plans for the potential takeover attempt, voted the same pattern and vote again in same manner by calling an EGM. It is reckless and bold, well planned but poorly executed. This is suicide boomer and it blown up today. It’s got nothing to do with the business as the company was way much worst off until recently. Why now? Each of them has to find a good reason to explain themselves out.”

It doesn’t surprise the lawyer if there is other intention behind the scene. According to a senior brokerage firm dealer, there are more than few hundred semi-dormant or non performing public listed companies in Bursa Malaysia. Many of those came with significantly undervalued property and tangible assets, and could be taken over at much lower cost. With so many better options, the kind of money spent by Yap and parties working in concert likely to burn tens of millions of Ringgit looks suspicious. “It would be insane to even consider Wintoni as merger & acquisition target. It’s not even qualified for investment, not to mention a hostile takeover candidate. It’s an IT company with no tangible assets, and the way these investors spooked and scared away the staff and customers in last AGM, and now intended to fire the entire board which brought the company to profitability after years of losses, does not makes sense. The company may collapses to ashes!” “Unless the money they spent is not their own, nobody would hostile and burn an investment this way. Pity the thousands of innocent minority shareholders being sacrificed by these strange investors.”

Refers to Bloomberg share record, Wintoni share price had over a short period from February 6, 2015 to March 16, 2015, actively transacted by the group, causing the price of the shares to artificially rise from 7 sen on February 6, 2015  to a high of 42.5 sen on March 16, 2015.

Syndicated conspiracy planting seeds of turbulence

There seems to be a pattern of consistent attack on Dato Larry Tey Por Yee (Dato Larry) group of companies, trails back to August 2014, a mysterious allegation of dubious transactions was instigated by Dato Chong Ket Pen (Dato Chong), the MD and Vice Chairman of Protasco Bhd. This is how it all started. Coincidentally, Wintoni Group Bhd investor, and now single largest shareholder, Raymond Yap Kok Weng (Raymond Yap) was reportedly first entry into Wintoni shares in August 2014.

Lead by Dato Larry team, evidence of good performance such as turning a lost making company profitable, winning of business contracts and other positive performance were over shadowed by suspicious "planted" negative public relation, causing normal business associates threaten by flying letters and allegations. This Yap group drama would coincidentally fits right into such conspiracy pattern, leaving clear systematic trails of evidence.
 

The moda operandi of the interest parties behind the scene is not without faults. The consistent patterns of “artificial turbulence” being systematically created or instigated by certain interest parties targeting Dato Larry and his companies, was told always coincidentally came along with dubious flying letters with all kinds of allegations sent to authorities such as Bursa and Security Commissions, and so on, on routine basis. Also coincidentally, certain targeted press editors would receive complains from some sort of concerned investors or anonymous letters also full of strange allegations usually targeting (you name it) Dato Larry and his companies few days before or after any major public listed company announcement or events. These attacks are meant to consume the businessman resources, in other words, affecting the PLCs day to day operation for the puppet masters. According to Wintoni Group public relation consultant, “These time-consuming and non-productive initiatives were so systematical organized, it basically being crafted out of nut house with the purpose to create the image of instability, irregularity and perception shaping of potential questionable business activities. In other words, these are man-made turbulence with purpose of character assassination, a crime itself by law. Coincidentally every time such event happens, biased information would comfortably land on media table in negative summary. Such public relation trick is consistently pushed through over the year since August 2014, if aggregated would form a clear pattern of media abuse and use editors hand as poison pen. I rest my case.”

Wintoni was making losses for years until last board of directors came in and turn around the business and delivered a profitable year, and recent AGM abnormal entry of Yap and group have caused the company to lost customers and turn downhill last quarter. 

According to reliable share registrar sources, Raymond Yap Kok Weng of SP Setia came into picture in August 2014, the same month Protasco Dato Sri Chong ket Pen and Dato Larry Tey Por Yee broke up and went into board room fight subsequently. Ever since, Dato Larry businesses started to receive massive turbulence, until current Wintoni drama.Few days earlier, coincidentally Dato Sri Chong Ket Pen public relation campaign was seen on smallish newspaper Malay Mail, twice on 8 and 9 September 2015, riding on Protasco CSR work (http://www.themalaymailonline.com/malaysia/article/protasco-continued-aid-to-last-years-flood-victims, http://www.themalaymailonline.com/malaysia/article/protasco-presents-six-houses-to-families-affected-by-kelantan-floods).

The EGM drama seems to be a starter plate unwinding the conspiracy scam started by some interest parties. Let the show begins, and we respect the maturing understanding and practice of International level of corporate governance, at least trying to match Australia level, before exploring UK or USA standards, where Classes of shares is allowed. That is another academic discussion all together.

NY, 1.15

Wintoni 的故事炒作，张吉平鬼计玩大了，葬身日就在眼前。

Wintoni 的故事炒作，张吉平鬼计衍生的笑话，玩大了会焚身碎骨。或许他老人家万万始料不及。

2014年八月张某播了一年的毒种间接启动了。张某的妖毒现身之日也是老天天兵收妖祭日，这一刻终于来了？

一个苍蝇大小软件公司，没脑袋的也知道什么固定资产都没有，别说收购，投机都不会是首选。比较几百家有值钱固定产业的上市公司，这一班撤线傀儡义勇军偏偏选择这家正常企业收购根本不可能选择的公司。老妖引起的傀儡首领叶国荣Yap Kok Weng 企图心就非常可疑。根本是给幕后操纵者烧钱来的。

叶某，实达（SP Setia）退役老员工，初次出师把大巴钞票“闸”在一间空壳公司，任何借口都是对天空口说白话。好像不是他自己的钱似的。再加上SPSeria 旧掌门TanSri老刘上上下下几十个员工牵涉操控Wintoni股票，诡异之余，幕后推手呼之欲出。叶某进场时“碰巧”是富达集团张吉平(Chong Ket Pen)阴谋策划陷害自己的救命恩人时段，2014年八月前后，叶某又”碰巧”敲敲的后门放蛇来了。冥冥之中，玄机事出可疑，并非巧合。再说交易所有几百家公司连年亏损，董事不负责任没心经营的公司比比皆是。这些公司起码最基本也有一些固定资产，要收购什么时候轮到Wintoni? 什么时候需要这班“勇士”劳师动众，五星级排场，滥用一群衣冠兽身法界吸血鬼，找个牵强借口“摆执”这一家的董事会？更何况Wintoni在注入新活力后去年摆脱了亏损，新董事功不可抹，所谓的“投资者”看来是“头风者”差不多。好不容易公司好转，就给这班“头风者”拉垮了。种种反逻辑的信号，交易所看来中毒太深，疑点重重, 不知道是真忙假盲, 似乎有心放任视若无睹, 难道坊间谣言涉黑有分参与属实？如果叶某真的是脑袋没进水，爱上这一家，正常应该非常担心鲁莽行事会影响公司业务，有理智的会主动联络公司董事和经营团队，确保军心安定，为叶某将来注入资产铺路。来个红地毯光明正大步入公司. 鲁莽犯规夺权，格杀公司生意哪怕导致公司倒闭，软件公司唯一资产是则行懂事(intellectual property)也要一并开除，这就摆明是滥用SPSetia职权号召群体犯罪, 牺牲小投资者的利益，漠视交易所和公司法法则，冲着“个人恩怨”来的。公司顾客吓跑倒闭也是正路，叶某似乎不管后果，只要能给目标”麻烦”，哪怕全军覆没，犯法都做了，亏钱又如何。病的如此重，恨的如此深的，商场上就首推富达集团的首席强盗-张吉平。张某任第二，没人任第一．

罪该祸首，哭哭啼啼张吉平？

更可笑的是，如果是张某的一贯哭哭啼啼卖弄脸上老皮蒙骗了一班傀儡勇士甘愿当炮灰，冒险犯法为了取悦又一堆假想幕后推手，张某的演技，和张眼吞人的功夫，欺骗界影帝非张某莫属。任何参与者统统直接或间接，由张某引起招惹的。推卸不了嫌疑，终究还是他点的火，不会灭火，最终将烧到自己。

可悲的是，张某公款私用，利用富达集团资源摆了个世纪大戏作弄对手，和富达诬告张某的对手方法如出一辙。破绽百出，犯罪手法直接老套惯用，反正犯了罪，再犯不妨。劳民伤财不说，得到的是惹火烧身，这一步踏出去将会是张某葬身之地。也是一些假用正义之名，包庇张某恶名昭彰的肮脏勾当啦啦队成员被识破，并一网打尽，鸡飞狗走的时候了。事情难道就这么简单？

张某哭哭啼啼的功底，多少骗了无数个不懂来龙去脉，间接帮了个羊皮饿狼的可怜烈士们。人言可谓，张某卖老，要消毒还有很多工作，离真相大白还有一段距离。但是不远了。

事出有因，故事导火线。阴谋一一侦破。

话说华裔民族败类张吉平 （Chong Ket Pen)，陷害恩人不已，处理股东争权夺利事故拖泥带水，本末倒置富达集团（Protasco Bhd）不说，再冤枉拖累另一个企业云升集团 （Wintoni Bhd) 无辜的小投资者，更牵涉实达 （SP Setia Bhd) 和 绿盛世 （Eco World Bhd) 在职人员一行四十余人，受贿官商法界人员数十人，铤而走险，犯法操控股票，非法瞒天过海避免全购夺权，企图利用Wintoni鸡蛋里挑骨头，搬弄是非，再次制造“重复假象”，形成“体系惯例”，加害并冠名于张某的恩人郑某和黄某各种莫名其妙的罪名。嫁祸吞了自己的救济者，张某恩将仇报到这种地步，这种禽兽不如的肮脏手段，媒体再而三的被张某利用来进行人格谋杀，抹黑对手，可见社会肤浅。世风日下道德沦陷。当恶道横行，官商勾结组织犯罪达到公开欺凌，抢劫，陷害，欺骗，等等恶行，可见国家体系崩溃的日子近在眼前。人性的破产。

Wintoni 插曲告一段落。钱被一班误导大众的”专业顾问”圈走了。张某也好，老刘也罢，被误导假借名誉的幕后，张吉平始终是吞了富达公司，事实改变不了。骗了几个伙伴，最后还出卖了华人民族见义勇为企业家郑某和黄某，扭曲事实，继续迫害，难道自己的罪行大到非把恩人当仇人埋没了不行？到底张某有多少不可告人的秘密以至自己良心作祟，假想恩人会挖他的苍疤。小人之心可见一般。笔者去年前言已经交代，就不说了。

插曲：鹬蚌相争，渔翁得利，老虎在后

更诡异的灵异事件还在演变中，五星级排场超乎凡人想像。郑某和黄某何方神圣，能有国家级待遇，神秘莫测，哪怕当事人可能都一头雾水。话说虽然张某点的火，求两个华裔企业家救命，再嫁祸诬告两某企图摆脱嫌疑推卸责任，顺便私吞公司富达；张某哭哭啼啼的毛病在借刀杀了自己久老板后，害了恩人又回头喊冤叩头求救于久老板，企图利用久老板名字，苦苦哀求久老板私人助理叶某女居士放毒政商法界，以排山倒海的诬告，织造负面人格谋杀，来个恩将仇报。另一厢某某企业家假借帮忙张某，想渔翁得利，葫芦里卖什么药，张某祭日那天，粉身碎骨又丢了公司富达，死了都不知道谁干了他。更夸张的事情好戏在后。某某渔翁万万没又料到还有另外势力峰回路转，虎视眈眈，背后和张某老丈又有什么关系。谁是谁非已经不是张吉平可以控制的。全军覆没，陪了夫人，丢了江山，命都没了，何必当初？

贪图自私独裁者-亡国の启示

富达集团（Protasco Bhd) 如果不专业化管理，以独立绩效制操作，独裁的经营模式，将一手败在张吉平手里，不进则退是时代变化必然的真理，必须接受事实。时间会证明一切。张某以老卖老，蒙骗了一个又一个商业伙伴，惯例过桥抽板，陷害夺权，企图嫁祸免费吞咽伙伴股权，贪图心已达到变态疯狂状态。不但如此，张某还变本加厉，殃及池鱼，Wintoni就是活生生的例子，狂人放的毒，必然不止这家公司。可怜成千上万的小投资者，分分钟投资变零。这种社会败类，已经形成犯罪集团，巴结贿赂成了常态。不亡国才怪。有时间做多点正当工作，做点善事。假情假意一边做作一再滥用公款”假扮善事”企图洗脱满手鲜血，另一边”全职”忙碌陷害欺骗杀人放火，人在做老天在看。害人终究害己。放眼看吧。

张某搭的Wintoni世纪舞台，媒体滥用已经非新鲜事，破局近在眼前，曲折离奇内幕，笔者下回分解。善哉。

Chong Ket Pen, shame of Chinese. 民族之辱，华人的败类。张吉平。

民族之辱，华人的败类。张吉平。
Who is Chong Ket Pen?

张吉平（Chong Ket Pen) 何许人也？谋杀华人企业家，忘恩负义，恩将仇报。出卖民族，总结。

背景。富达集团（Protasco)幕后集团提拔指定创始人之一。可谓金牌雇员。能够在土著国家机关生存三十年，伪装和交际的功夫早已运作自如，功力非比寻常。当年明争暗斗，踩着万人上位的张某，活到今天，不是普通的枭雄可以比喻。本来可以脱胎换骨，借投资者郑某和黄某，两位见义勇为的华裔企业家的帮助，高价买断了张某久老板的股权，洗脱张某心惊胆跳伴君如伴虎的日子。投资者如果不是一个“回国帮一个华人张吉平”满腔民族热血和抱负，非亲非故，谁会拔刀相助？但心里有鬼的张某，始终选择了黑暗的道路，想把恩人吃了，可谓可悲 。假以时日，真相大白，邪不胜正，老天自有定夺。被害者其中委屈，又有谁知道。

张某，有脸面面对乡亲父老？蒙骗华社，颠倒是非，巴结官商，出卖民族，良知何在？
Chong, a shame to his ethnic Chinese, miss leaded Chinese society with lies, cover up his betrayal of Chinese and facts that two businessmen being his savior, sold his dignity and his own race, and sold his conscience.

内行共知，张某主要为幕后土著老板管理业务，好雇员功不可末。不为人知的幕后，牵连政商裙带利益关系，张某心里有数，根本没人过问，何况雪中送炭的投资者，难道不知道内幕？那行那业没有内幕，谁过问了？在意的就只有心里有鬼的张某。一辈子疑神疑鬼的张某，遇到瓶颈，不但没有感恩之心，和恩人商量了解情况，共同面对挑战，反而恩将仇报，陷害嫁祸，企图推卸责任，利用排山倒海的媒体和政商管道抹黑诬告恩人，变本加厉私心大起，乘机吞噬公司。人性何在。人言可畏，有多少人真正细心了解事情的来龙去脉？难道马来西亚华人民族就只有这点肤浅的内涵，把一只演技高超，狼心狗肺，哭哭啼啼假扮可怜的豺狼给蒙骗了？事实总是残酷的。以一把年纪的狼皮，卖萌博可怜，可信度直奔影帝级别。这也难怪。

试问多少个华人路见不平拔刀相助？两个见义勇为的华裔企业家下场如何？有谁办到了？谈何民族正义，可耻！

在张某走投无路的时候，投资者拔刀相助，换来的是张某私心作祟，贪得无厌，干脆恩将仇报，抹黑诬告，先行背后暗算，再来扭曲事实，进行人格谋杀，还利用公款，向投资者，他的恩人，穷打不虚，暗地里制造虚假信息，利用媒体，官员，政商关系，骚扰，恐吓，诬告，恨不得害死恩人埋没了他们的恩德，以便洗脱“张某是某某投资者救的命”，这个本来光彩的华人民族正义事实。张某换恩惠为嫉妒，不能接受“被救”的事实。能活埋，就埋了吧。这还是人吗？

就这么容易吗？陷害两个华人企业家，就可以承托自己的高尚，洗脱他卖民族的肮脏历史？

投资者不像张挤平，没有以牙还牙。这等能耐又有几个正义之仕办得到呢？ 哪怕张某天天摸黑投资者其它公司，比如Wintoni,就是其中“花钱搞乱，企图制造郑某人格封杀”的阴谋， 假以时日，张某将牺牲大众利益，导致企业崩溃，只为满足张某私人目的。拭目以待。这等可耻手段，可谓社会败类。其中不折手段，犯法，蒙骗，贿赂，有多肮脏，张某心里有数。

张吉平制造的“不平稳”，为他的恩人冠上“假象投机惯例”， 以便利用媒体“重复抹黑”，低贱手段猪狗不如。这么多“碰巧”？ 媒体就是这么肤浅？
Chong Ket Pen instigate, planted and blackmailed authority and media to made up and created "impression of turbulance", to crown his victims a "pattern of regular miss deed", in order for him to further use the media to "character assasinate" his victims, a reckless lunatic madeness. Really so many coincident? Is the media such shallow to repeatedly being misleaded?

等待张吉平的，是排山倒海的真相大白，富达集团被张某公款私用，来对付他的恩人，天地不容。老天在数着他的日子。两位华人企业家的民族情怀，为华社和国家的贡献，假以时日，大众是有目共睹的。别气累，别放弃，历史会给予公平的交代。

张吉平，华人的羞耻，民族的败类。狂徒，人人得以朱之。笔者满腔热血，不能为民族英雄做什么，只能愤怒送张某上路联一对，总结其一生，和有缘正义之仕共勉之。

棺木上联
忘恩负义
恩将仇报
陷害嫁祸
借刀杀人
张吉平，非人也！

墓碑横批
斯文败类

苟且偷生
卖魂求荣
诬告撒谎
卖民族，畜生也！


社论点评，别绪

网友提供: Memoirs of Pen Ket Chong 平吉张忏悔录