Others

Lodgement to Bursa Malaysia Depository on Foreign Ownership Limit Pursuant to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 ("SICDA FOR") and Rules of Bursa Malaysia Depository ("BMD Rules")

Reference is made to the announcement dated 8 September 2023.

The Board of Directors wishes to announce that the purpose and intent of the announcement on 8 September 2023 is to notify and remind existing and potential foreign shareholders of icapital.biz Berhad (“the Fund”/“ICAP”) that the Fund has taken the necessary actions to comply with the provisions of Securities Industry (Central Depositories) (Foreign Ownership) Regulation 1996 (“SICDA FOR”) and Rules of Bursa Malaysia Depository Sdn Bhd (“Rules of BMD”).

The Board of Directors also wishes to state that the requirement to set and impose a quota, restriction or limit on the ownership of shares by a foreigner by its Constitution or any other constituent document of the issuer is as per regulation 2 of SICDA FOR (“the Prescribed Limit”).

The percentage threshold of the Prescribed Limit is as per paragraph 7.40 of the Main Market Listing Requirements and paragraph 3.7.1 (iii) of the Securities Commission Guidelines for Public Offering of Securities of Closed-end Funds.

Regulation 6 of SICDA FOR further provides that shares held by foreigners which are within the Prescribed Limit shall be entitled to all rights and are to be subject to all obligations attached to the shares. The determination on whether foreign shareholders are entitled to the rights and obligations will be on Last-In, First-Out (LIFO) basis.

Particular reference is made to regulation 5 of SICDA FOR, whereby an issuer is to establish written procedures not inconsistent with SICDA FOR, read together with rule 24A.05(1) of the Rules of BMD which provide that a listed issuer is to do all such acts and things as may be necessary to comply with regulation 6 of SICDA FOR. This has accordingly been done so by the Fund.

The Fund wishes to conclude this announcement by emphasizing the necessity to comply with SICDA FOR is to ensure that the long-term interests of the majority individual shareholders of ICAP are not eroded.

At the same time, the Fund also wishes to refer to section 39 of the Companies Act 2016, which provides that no person shall be deemed to have constructive notice or knowledge of the contents of the Constitution due to the fact that the Constitution or document has been registered by the Registrar or that it is available for inspection at the registered office of a Company.

This announcement is dated 15 September 2023.

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Material Litigation

icapital.biz Berhad ("ICAP" or the "Fund") - Civil Application No. 08(f)-58-03/2023(W) ICAP v. City of London Investment Management Limited (CLIM)

Further to the announcements dated 19 November 2021 to the latest announcement on 19 April 2023 (“Announcements”), unless otherwise defined, the definitions set out in the Announcements shall apply herein.

The Board of Directors wishes to announce that the Federal Court unanimously dismissed ICAP’s motion for leave to appeal to the Federal Court with costs of RM30,000.00 payable to CLIM. The Federal Court’s decision was on grounds that the matter did not meet the required threshold for conditions of appeal under the Courts of Judicature Act 1964.

The Fund will make further announcement on the developments of the above matter as and when is necessary.

This announcement is dated 2 August 2023

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Material Litigation

Court of Appeal Civil Appeal W-01(NCVC)(W)-10-01/2019 (Cindy Yeap’s Appeal)

On 9 September 2016, Capital Dynamics Sdn Bhd, Capital Dynamics Asset Management Sdn Bhd and Tan Teng Boo (“Plaintiffs”) instituted legal proceedings against Cindy Yeap, a senior editor from The Edge, for authoring and publishing an article titled ‘icapital.biz largest shareholder says fund fees high, to vote down director reappointments’ on 14 September 2015, which contained multiple misleading, false and deceptive statements about the Plaintiffs.

The High Court ruled on 7 December 2018 that the said article is defamatory of the Plaintiffs (Civil Suit No. WA-23NCVC-46-09/2016). Cindy Yeap appealed against the decision on 28 December 2018.

Capital Dynamics is pleased to announce that the Honourable Court of Appeal of Malaysia (“Court of Appeal”) has concluded this matter in its favour (Court of Appeal Civil Appeal W-01(NCVC)(W)-10-01/2019).

On 11 May 2022, the Court of Appeal unanimously agreed with the High Court decision and held that the said article is defamatory of the Plaintiffs. The 3 Court of Appeal judges echoed the decision of the High Court in holding that all elements of defamation had been successfully proven by the Plaintiffs, and rejecting Cindy Yeap’s defences of justification, qualified privilege and reportage and/or Reynolds defence.

Further, they noted that the timing of the said article was very close to the Annual General Meeting of 19 September 2015 and hence could amount to incitement of the shareholders to remove the Plaintiffs from their respective positions. They concluded by saying that Cindy Yeap was irresponsible in her reporting which had the effect of lowering the Plaintiffs’ reputation with the public.

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Impersonation

Dear clients, followers and friends,

We would like to alert you to ongoing impersonation scams, with fraudsters posing as employees, financial advisors, representatives, agents and/or associates of the Capital Dynamics Group by using pseudonyms. There have also been instances where fraudsters impersonated Mr Tan Teng Boo (“Mr Tan”), the Managing Director and representative of Capital Dynamics Group which comprises Capital Dynamics Asset Management Sdn Bhd, Capital Dynamics Sdn Bhd, Capital Dynamics Global Pte Ltd, Capital Dynamics (S) Pte Ltd, Capital Dynamics Asset Management (HK) Pte Ltd, Capital Dynamics (Australia) Ltd and Capital Dynamics Investment Management and Advisory (Shanghai) Co Ltd.. These fraudsters / impersonators have created fake social media accounts / profiles and/or online applications to carry out their impersonation scams.

Based on information received to date, the modus operandi of the impersonation scams appears to be:

1. The fraudsters would reach out to the public via SMS text messages, WhatsApp, Telegram, LINE or Facebook. They may claim to be financial advisors from the Capital Dynamics Group and present fake licences and/or certificates purportedly issued by financial regulators to advise on investments and/or carry out investment plans.
2. At times, they may also claim to be Mr Tan by using fake Facebook / WhatsApp profiles and groups which display Mr Tan’s name and photos. The fake WhatsApp profile appears to be created using the mobile number +60111492189. There may be other fake WhatsApp profiles created by the fraudsters. These fake profiles are not managed by the Capital Dynamics Group and/or its employees including Mr Tan.
3. By impersonating our employees and/or claiming to be financial advisors acting on behalf of Capital Dynamics Group, the fraudsters would deceive victims into opening “accounts” with certain “trading platforms”. The fraudsters would falsely claim that they would guide the victims to conduct trades with immediate gains, or that they were offering investment plans or training courses purportedly on behalf of the Capital Dynamics Group. Consequently, the victims were induced to transfer money or cryptocurrency to their “trading accounts”. Over time, the victims were not able to withdraw their money or cryptocurrency and the fraudsters became uncontactable.

We urge all of you to exercise caution and to conduct the necessary due diligence before making any investments. Kindly note that:

1. We will never ask our clients to open accounts with trading platforms and to transfer money or cryptocurrency to these accounts. We are not affiliated or linked in any way to these illicit and unlicensed “trading platforms”.
2. We do not offer investment advice, investment plans or training courses through agents.
3. Any information on our fund management services (as well as our investment advice, opinion and events) is published only on our official websites, iCapital publications and/or official social media accounts. A list of our official channels may be found below.
4. You should lodge police reports if you think that you may be a victim of scams.
5. Please contact us if you have any doubts or uncertainties over any communications made to you by any person claiming to be an employee, officer, financial advisor, representative, agent and/or anyone claiming to be associated with the Capital Dynamics Group. The contact details of each of our offices may be found at this link: https://www.capitaldynamics.biz/en.

The scams were conducted without the knowledge, consent and authority of Capital Dynamics Group and our management. We as well as our Managing Director have lodged police reports in Kuala Lumpur and Singapore and have duly notified the authorities of these impersonations and scams.

More information on the impersonation scams may be found at: https://www.icapital.biz/public/general_announcements.

Best wishes,

Capital Dynamics Group

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