FOR IMMEDIATE RELEASE

WINTONI GROUP BHD ISSUES COMPREHENSIVE PUBLIC APOLOGY TO DATO’ TEY POR YEE, WITHDRAWS FALSE ALLEGATIONS WITHOUT LIBERTY TO FILE AFRESH, AND CORRECTS THE PUBLIC RECORD FOLLOWING BURSA MALAYSIA’S PUBLIC REPRIMAND OF WINTONI, SEVEN FORMER DIRECTORS AND LIQUIDATOR

Kuala Lumpur, Malaysia — 11 December 2017

The Board of Directors of Wintoni Group Bhd (“Wintoni” or “the Company”) refers to the article published by The Edge Malaysia under the title “Wintoni files police report against ex-director Tey Por Yee”, first appearing in The Edge Financial Daily dated June 20–26, 2017 (“the Article”).

The Company further refers to the public reprimand announcement dated 6 May 2019, whereby Bursa Malaysia Securities Berhad publicly Wintoni, seven former directors and the liquidator of Wintoni for breaches of the ACE Market Listing Requirements, and imposed total fines of RM165,400 on the seven former directors.

This press release is issued by Wintoni to:

correct the false and damaging public narrative created by the Article;
formally apologise to Dato’ Tey Por Yee (“Dato’ Tey”);
withdraw all prior allegations against Dato’ Tey without liberty to file afresh;
confirm that company audit and accounting records do not support the alleged tens of millions said to be unaccounted for or misappropriated;
record that the relevant matter was closed with No Further Action;
confirm that counter police reports and/or complaints have been filed or supported against the relevant culprits;
debunk any further use of the Article as a tool of slander, character assassination, commercial blackmail, board-control manipulation or shareholder deception; and
preserve Wintoni’s and Dato’ Tey’s rights against all wrongdoers.

1. Correction of the Article and the False Allegation

The Article stated that Wintoni had lodged a police report against its former director, wrongly described as “Datuk Tey Por Yee”, and alleged that he may have caused tens of millions of ringgit to be unaccounted for or misappropriated from the group.

The Company now states clearly that, based on its audit records, accounting records, transaction records and corporate records reviewed by the Board, there was no such transaction, fund movement, cash flow, disposal proceeds, payment trail, bank movement or corporate entry during the relevant period that could support the alleged tens of millions said to be unaccounted for or misappropriated by Dato’ Tey.

The Company further records that the alleged sum was not merely unsupported by the Company’s records; it was not even close to being supported by any fraction of the Company’s actual transaction history during the relevant period.

The Board’s present position is that the allegation was false, baseless, manufactured, and not grounded in the Company’s audit or accounting records.

For the avoidance of doubt, Wintoni does not maintain, repeat, adopt, endorse or rely upon any allegation that Dato’ Tey misappropriated, caused misappropriation of, concealed, controlled, benefited from, diverted, or was responsible for any unaccounted funds of the Company.

2. Withdrawal Without Liberty to File Afresh

Wintoni hereby withdraws all prior allegations against Dato’ Tey without liberty to file afresh.

Accordingly, the Company shall not revive, re-lodge, re-file, re-publish, re-characterise, repeat, reintroduce, rely upon, or assist any party in relying upon the same or substantially similar allegations against Dato’ Tey.

This undertaking applies whether directly or indirectly, and whether through the Company, its directors, officers, agents, solicitors, nominees, advisers, representatives, liquidators, former liquidators, shareholders, proxies, related parties, media channels, regulatory channels, enforcement channels or any other person purporting to act for or through the Company.

Any future attempt by any person to use the Article, the withdrawn police report, the withdrawn allegations, or any similar narrative against Dato’ Tey shall be treated as unauthorised, improper, false, abusive and contrary to the Company’s present position.

3. NFA Closure and Counter Police Reports

The Board confirms that the prior report and allegations have been dropped by board resolution.

The Company further confirms that the matter was closed with No Further Action (“NFA”).

The Company also records that counter police reports and/or complaints have been filed or supported against the relevant wrongdoers, culprits and interested parties involved in the false allegations, misuse of corporate process, malicious character assassination, media manipulation, commercial blackmail, attempted board-control abuse and damage caused to Wintoni and Dato’ Tey.

The Company reserves all rights to treat the original false allegations, where supported by evidence, as potential offences and actionable wrongs, including but not limited to false reporting, defamation, malicious falsehood, conspiracy, abuse of process, intimidation, fraud, breach of fiduciary duty, breach of statutory duty, market misconduct and damage to shareholders.

4. Formal Public Apology to Dato’ Tey Por Yee

The Company and the Board hereby extend an unreserved public apology to Dato’ Tey Por Yee for the damage caused by the prior police report, the Article, its republication, circulation, indexing, quotation, and reliance.

The Board acknowledges that the Article and related allegations caused serious damage to Dato’ Tey’s personal dignity, reputation, family standing, business relationships, commercial position, public image and lawful role as a former director and stakeholder of the Company.

The Company regrets that its name, corporate platform, board process, police-reporting process and public communications were used, or appeared to be used, in a manner that caused unjust harm to Dato’ Tey.

The Company further regrets that the false allegation was permitted to circulate despite the absence of audit-record support for the alleged tens of millions.

5. Correction of Wrong Honorific Title

The Company further records that the Article wrongly referred to Dato’ Tey Por Yee as “Datuk”.

Dato’ Tey has confirmed to the Company that this title was incorrect. The Company accepts that Malaysian honorific titles are matters of official conferment, state protocol and personal dignity.

The incorrect reference to “Datuk” instead of “Dato’”, especially in an article carrying grave allegations of alleged financial misconduct, was improper, disrespectful and damaging.

The Company therefore confirms that the correct title is:

Dato’ Tey Por Yee

The Company apologises to Dato’ Tey for the misuse of his conferred title and for the disrespect, confusion and further reputational injury caused by such error.

6. Bursa Malaysia Public Reprimand: Named Parties

The Company records that Bursa Malaysia Securities Berhad publicly reprimanded Wintoni, seven former directors and the liquidator for breaches of the ACE Market Listing Requirements.

The named former directors publicly reprimanded and/or fined were:

Dato’ Seri Mohd Shariff Bin Omar
Former Independent Non-Executive Chairman and Audit Committee member.
Ahmad Amryn Bin Abd Malek
Former Executive Director.
Raja Kamarudin Bin Raja Adnan
Former Executive Director.
Suaran Singh a/l Himat Singh
Former Independent Non-Executive Director and Audit Committee member.
Haflil Feiruz Bin Muhammad Feisol
Former Independent Non-Executive Director and Audit Committee member.
Dato’ Muzaffirah Yurhaningseh Mazputri Binti Tun Dato Sri Ahmad Fairuz
Former Independent Non-Executive Director and Audit Committee member.
Chaang Kok Fai
Former Independent Non-Executive Director and Audit Committee Chairman.

The named liquidator publicly reprimanded was:

Datuk Mohd Afrizan bin Dato’ Husain
Liquidator of Wintoni.

The Bursa public record confirms that Wintoni, the seven former directors and the liquidator were publicly reprimanded for breaches involving, among others, financial reporting obligations, board and audit committee composition, internal audit function requirements, and failure to ensure timely announcement and issuance of financial statements.

7. Public Record Shows Governance Failure, Not Misappropriation by Dato’ Tey

The Company considers Bursa Malaysia’s public reprimand to be a material public record which must be read together with the historical events surrounding Wintoni.

The Bursa public reprimand shows that Wintoni’s corporate damage, compliance failure, market reputation damage, governance breakdown and shareholder prejudice arose from serious governance and listing-rule failures involving Wintoni, relevant former directors and the liquidator.

The Company’s present position is that the old Article and the withdrawn allegations against Dato’ Tey must not be used to deflect, conceal, dilute, excuse or distract from the public reprimand and the subsequent public record against the named parties.

The Company further states that no party should rely on the Article or the withdrawn police report to suggest that Dato’ Tey was responsible for the damage caused to Wintoni, its shareholders, business, listing status, compliance position, corporate records or public reputation.

8. Court and Regulatory Outcome Against Wrongdoers

The Company records that the wrongful campaign against Dato’ Tey did not establish any wrongdoing by Dato’ Tey.

Instead, the subsequent public record, regulatory outcome and related proceedings demonstrated that the relevant wrongdoers, hostile parties and/or implicated corporate actors failed in their attempts to justify the false allegations, failed in their unlawful or improper board-control efforts, and were later exposed through adverse public findings, court outcomes and regulatory reprimand.

Where applicable, Wintoni shall append the relevant court records, orders, cause papers, judgments, consent orders, police reports, Bursa announcements, board minutes and audit records to support this public correction.

The Company reserves all rights to rely on such documents in legal, regulatory, shareholder, media-removal and enforcement proceedings.

9. Debunking Use of the Article as a Slander and Character-Assassination Tool

Wintoni expressly debunks and rejects any continued use of the Article, the withdrawn police report or the withdrawn allegations as a tool of slander, character assassination, blackmail, commercial pressure, unlawful board-control manipulation, shareholder deception or reputational sabotage against Dato’ Tey.

The Company acknowledges Dato’ Tey’s position that the Article and prior allegations were allegedly procured, induced, planted, influenced or weaponised by interested parties, including persons connected to prior hostile board-control attempts, conflicted advisers, former directors, former lawyers, nominees, business enemies and/or parties acting with improper motives.

The Company further acknowledges Dato’ Tey’s position that certain parties, including an ex-director and former lawyer allegedly acting through nominees and aligned parties, attempted to misuse Wintoni’s corporate machinery, public announcements, media channels, police-reporting process and regulatory context to damage Dato’ Tey, seize board control, raid corporate opportunities and prejudice shareholders.

Pending full legal determination, Wintoni reserves all rights against any person who initiated, procured, financed, induced, planted, supplied, repeated, republished or weaponised false allegations against Dato’ Tey, or who used the Company for unlawful board-control, asset-stripping, corporate raiding, reputational sabotage, media manipulation or other improper purposes.

10. Manufactured Allegation and Absence of Audit Support

The Company states that the prior allegation of tens of millions being unaccounted for or misappropriated was inconsistent with the Company’s audit and accounting records.

The Company’s records did not identify any transaction base, ledger entry, bank movement, corporate receipt, payment trail, asset movement, disposal proceeds or fund flow that could support such an allegation against Dato’ Tey.

Accordingly, the Board considers the allegation to have been manufactured, exaggerated and weaponised for improper purposes.

The Company reserves all rights to pursue, support or assist claims against any person who created, instructed, approved, supplied, published, repeated or relied upon such allegation without proper evidential basis.

11. Failed Board-Control Attempt and Damage to Wintoni

The Company records that subsequent to the failed board-control attempt and related hostile actions, Wintoni suffered substantial damage to its business, reputation, compliance standing, market credibility, shareholder value and ability to operate as a proper listed company.

The Board’s present position is that any attempt to blame Dato’ Tey by relying on the Article, the withdrawn police report or the withdrawn allegations is false, unfair and inconsistent with the Company’s audit records, the NFA closure, the Board’s withdrawal, the relevant court and regulatory outcomes, and Bursa Malaysia’s public reprimand.

The Company therefore rejects any further use of the Article or the withdrawn allegations as a basis to attack, blackmail, pressure, threaten, discredit, defame or commercially prejudice Dato’ Tey.

12. Board’s Statutory Duty to Rescue and Protect the Company

The Board recognises that directors of Wintoni owe statutory and fiduciary duties to act in good faith, for proper purpose and in the best interest of the Company and its shareholders.

In discharging those duties, the Board shall take steps to rescue, regularise, rehabilitate and protect the Company, including by:

correcting false historical narratives;
withdrawing false allegations against Dato’ Tey;
preventing further misuse of the Article and withdrawn allegations;
pursuing or supporting claims against wrongdoers;
preserving corporate records, audit records, bank records, media records and evidence;
restoring proper governance, internal control and corporate accountability;
cooperating with lawful investigations, regulators and enforcement authorities;
seeking commercial settlement with Dato’ Tey for legal, commercial and reputational damage; and
protecting shareholders from further misuse of the Company’s name, platform, records or media channels.

The Board views this public correction as part of its duty to repair the Company’s corporate record and to prevent further damage to Wintoni and its shareholders.

13. Cease and Desist to Media, Platforms and Republication Parties

The Company confirms that cease and desist letters and/or formal demands have been issued or shall be issued to relevant media organisations, publishers, online platforms, archives, search engines, aggregators and any party continuing to host, publish, repeat, quote, circulate, index or rely upon the Article or similar allegations.

Such demands shall require the relevant parties to:

remove, correct or de-index the Article and all republications;
correct the wrongful use of Dato’ Tey’s honorific title;
cease repeating the withdrawn allegations;
publish a correction, clarification and/or apology where appropriate;
preserve all communications, source materials, editorial instructions, payment records and publication records relating to the Article;
preserve all communications with any party who supplied, promoted, induced or influenced the Article;
disclose, where legally required, the persons who procured, supplied, induced, paid for, influenced, approved, planted or caused the Article or related allegations to be published; and
cease allowing the Article to be used as a tool of ongoing character assassination against Dato’ Tey.

14. Indemnity and Full Settlement of Damages

The Company confirms that it has sought and shall continue to seek a full and final settlement with Dato’ Tey in respect of all legal, commercial, reputational and consequential damages arising from the prior allegations, the Article and all related publications or republications.

The Company further undertakes to indemnify Dato’ Tey against all present and future loss, liability, damage, claim, cost, expense, republication or reliance arising from the same or substantially similar allegations.

This indemnity shall include, without limitation, any damage arising from the use or misuse of the Company, its former board, current board, directors, officers, lawyers, advisers, agents, representatives, nominees, regulators, enforcement authorities, media organisations, publishers, search engines, liquidators, former liquidators or any other relevant parties in connection with the prior false allegations.

The Company further undertakes that the matter is intended to be closed and final as between Wintoni and Dato’ Tey, without liberty to file afresh, subject always to Dato’ Tey’s rights against wrongdoers, publishers, media parties, corporate raiders, conflicted advisers, hostile actors, nominees and all other relevant culprits.

15. No Admission Against Dato’ Tey

For the avoidance of doubt, this public statement shall not be construed as any admission of wrongdoing, misconduct or liability by Dato’ Tey.

On the contrary, Wintoni confirms that it does not maintain the prior allegations against Dato’ Tey, does not rely on the previous police report, and shall not file afresh, revive or repeat the same or substantially similar allegations against him.

16. Public Notice to Named Parties and Other Relevant Persons

Wintoni gives notice that the named publicly reprimanded persons and any other person involved in the prior false allegations, failed board-control attempt, media publication, corporate sabotage, misuse of Wintoni’s name or damage to the Company may be required to answer, explain, produce documents, preserve evidence and cooperate with any lawful investigation, civil claim, regulatory complaint, police report or shareholder action.

For clarity, the named Bursa-publicly reprimanded parties are:

Dato’ Seri Mohd Shariff Bin Omar;
Ahmad Amryn Bin Abd Malek;
Raja Kamarudin Bin Raja Adnan;
Suaran Singh a/l Himat Singh;
Haflil Feiruz Bin Muhammad Feisol;
Dato’ Muzaffirah Yurhaningseh Mazputri Binti Tun Dato Sri Ahmad Fairuz;
Chaang Kok Fai; and
Datuk Mohd Afrizan bin Dato’ Husain, liquidator of Wintoni.

The Company reserves all rights against the above-named parties and against any additional wrongdoer, adviser, former lawyer, nominee, agent, publisher, editor, journalist, source, financier, proxy, corporate raider or interested party subsequently identified through police investigation, regulatory inquiry, discovery, internal investigation or legal proceedings.

The above parties are named by reference to Bursa Malaysia Securities Berhad’s public reprimand announcement. Any further allegations against any person are reserved pending legal determination and supporting evidence.

17. Board Resolution

This public apology, correction, retraction, withdrawal, undertaking, indemnity and statement of corporate position are issued pursuant to the resolution of the Board of Directors of Wintoni Group Bhd dated [date].

The Board shall cause this position to be recorded in the Company’s records and shall take reasonable steps to ensure that no director, officer, representative, adviser, agent, nominee, liquidator or person acting for or through the Company repeats or republishes the withdrawn allegations.

18. Closing Statement

Wintoni Group Bhd sincerely apologises to Dato’ Tey Por Yee for the damage caused by the prior allegations, the Article, the misuse of his honorific title, and the resulting harm to his reputation, dignity and commercial standing.

The Company confirms that the Article and the withdrawn allegations have been debunked by the Company’s audit and accounting records, the NFA closure, the Board’s withdrawal without liberty to file afresh, and the subsequent public record of Bursa Malaysia’s reprimand against Wintoni, the seven named former directors and the liquidator.

The Company shall work in good faith with Dato’ Tey and his legal advisers to bring the matter to a full, final and proper conclusion, while preserving all rights against the culprits and wrongdoers responsible for the damage caused to Dato’ Tey, Wintoni and its shareholders.

Issued by:
For and on behalf of the Board of Directors
Wintoni Group Bhd

References:
BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS WINTONI GROUP BERHAD (IN LIQUIDATION), THE LIQUIDATOR AND FINES 7 FORMER DIRECTORS A TOTAL OF RM165,400
http://klsescreener.com/v2/announcements/view/96118