Insider trading occurs when an insider acquires securities while possessing non-public information that could materially affect their value, violating statutory provisions.

JUDGMENT

(Post-Trial)

Wan Muhammad Amin Wan Yahya J:

[1] This was a civil action brought by the Plaintiff, Securities Commission Malaysia, against the Defendant, Dato' Aminuddin bin Md Desa, for contravening the insider trading prohibitions under the Capital Markets and Services Act 2007 ("CMSA").

[2] The Plaintiff's claim is that the Defendant had, whilst in possession of inside information, jointly acquired shares in Perak Corporation Berhad ("PCB") with one Dato' Jamal bin Mohd Aris ("Jamal"), in contravention of s 188(2)(a) of the CMSA. Alternatively, the Plaintiff claimed that the Defendant had procured Jamal to acquire the said shares in contravention of s 188(2)(b) of the CMSA.

[3] The Plaintiff sought, inter alia, a declaration that the Defendant has contravened either s 188(2)(a) or s 188(2)(b) of the CMSA, three times disgorgement in the sum of RM2,466,229.20, a civil penalty of RM1,000,000.00 and other consequential orders.

[4] At the conclusion of the Plaintiff's case, the Defendant elected not to give evidence and submitted a "no case to answer". Hence, the Defendant presented no countervailing evidence to rebut the Plaintiff's case.

[5] The trial took 3 days, and a total of 7 witnesses testified for the Plaintiff. The details of these witnesses are as follows:

(i) Hashimawati Hamzah (PW1) - Credit Manager of Affin Bank Berhad;

(ii) Ridzal Mohd Miswan (PW2) - Team Lead, Account Maintenance, Group Wholesale Banking of RHB Investment Bank Berhad ("RIB);

(iii) Yeoh Yong Cheng (PW3) - Team Lead, Margin Financing Evaluation & Monitoring of RIB;

(iv) Lee Wei Seong (PW4) - Team Lead, Equities Trade Support and Settlement of RIB;

(v) Ng Kem Yoke (PW5) - Team Lead of Remittance Unit & Security Operations of RIB;

(vi) Sayed Sharifuddin Bin Sayed Shamsuddin (PW6) - Former General Manager of Government Relations and Corporate Affairs of Perak Corporation Berhad ("PKNP");

(vii) Danny Shamizi Teh Bin Ismawi (PW7) - Investigating Officer at the Securities Commission.

[6] After careful consideration of the evidence before me and the written and oral submissions of both parties, I found in favour of the Plaintiff. I set forth the reasons for my decision.

[A] Salient Background Facts

[7] The facts of this case are largely undisputed. I shall begin by setting out the chronology of events leading to this action.

Perak Corporation Berhad ("PKNP")

[8] PCB was founded in 1991. On 13 November 2003, PCB was listed on the Second Board of Bursa Malaysia and subsequently, on 5 December 2003, PCB's listing status was transferred to the Main Board of Bursa Malaysia.

[9] At the material time, PCB's core business was township development of real property and ancillary services, maritime services, and sales of port-related land.

[10] Between 1 January 2013 and 31 December 2014, Perbadanan Kemajuan Negeri Perak ("PKNP") was the ultimate holding corporation of PCB and the single largest shareholder in PCB, holding approximately 52.9% of the issued and paid-up share capital in PCB. This shareholding comprised of PKNP's own shareholding of 52.27% and a further 0.63% held through its three wholly-owned subsidiaries, namely Fast Continent Sdn Bhd, Cherry Blossom Sdn Bhd, and Perak Equity Sdn Bhd (collectively "the Subsidiaries").

The Appointment Of The Defendant

[11] On 1 February 2013, the Defendant was appointed as the Chief Executive Officer ("CEO") of PKNP. Concurrently, he was also appointed as the Group CEO of PCB. Subsequently, on 27 February 2013, the Defendant was appointed as a Non-Independent Director of PCB. The Defendant continued to hold these positions throughout 2014.

[12] The Defendant is a highly educated and experienced individual. Prior to his appointments at PKNP and PCB, he had held senior positions in insurance companies and was the Chief Financial Officer and subsequently, the Acting Chief Executive Officer of Malayan Banking Berhad.

Jamal's Appointment

[13] amal was appointed as the Deputy Chief Executive Officer of PCB effective from 1 July 2013. The l