I have briefly gone through the 2020 accounts.

I have in earlier AGM requested for for user friendly accounting notes or appendices to be appended in the annual accounts to reflect our motto of Independent, Intelligence and Integrity. But until now I do not see any improvement.

There are a few areas that I will go into in the future. But now everything has to be put on hold first. Our priority is on the dual-listing case at the moment.

I wish all shareowners whether from the beginning like myself or came in later would put in your request to second my proposal.

I will be ready in a day or two to put up my proposal to requisite for reexamination on the dual-listing project reimbursement in the upcoming 16th AGM.

Without a copy of M&A, I also can envisage that being a small-time shareowner, my shareholding will not be sufficient to qualify for my proposal to be put up in the AGM, if the standard M&A requirement is used.

But rules and regulations are to provide a basis for minimum compliance.

For a company like iCapital.biz whose Independence, Intelligence and Integrity motto are well known, I hope the management can show its magnanimity and live out the spirit of its motto to allow my proposal to be tabled for discussion.

Mr DumbMoney remark above practically have covered all the relevant questions that need to be asked.
That is why I think in a forum like this, only then we can improve on the corporate governance of the company and hopefully to improve on the market price. NAV improvement is beyond our discussion until much later.

I would like all shareowners to take part in this forum to further the best interest of iCapital.biz. because in an AGM (in fact all AGMs, whether iCapital.biz or other companies) because of the constraint of time and facility, we as small shareowners will not be able to put up our views for the consideration of other shareowners.

By the way, what is cost of a rubber stamp now?

Legally it is not wrong for a non-shareholder to be a director of a company.

In fact if they are non-shareholder, all the more they have to show Independence, Intelligence and Integrity in discharging their duties in protecting the shareowners' asset.

They should not be non-chalant and have to be seen to be diligent in carrying out their duties.

RM6 million plus is a lot of money to small time shareowners like me who was led to believe that my investment will grow "exponentially" in the ensuing long boom.

You can imagine the heart break when you wake up from a long sound sleep to see that a chunk of your hard kept money suddenly vanished in thin air.

Mr DumbMoney

Please check i3 Messenger. P.m

Under the Companies Act 2016, management of a company who shows gross disregard to protection of its assets can be viewed as Oppression on its minority shareholders.

Mr DumbMoney,

Having gotten SC's approval for dual-listing in Hong Kong is only part of the journey. When the dual-listing plan was mooted, the expected risk and return should have been thoroughly thought over before going ahead.

For me who is a small time investor, the threshold to list in Hong Kong as imposed by HKEX is found out within a day with online search which cost me literally nothing. But the threshold is so high that if it were I, I would not have gone ahead to try further.

You may say, different people have different risk appetite. Fair. But for good corporate governance especially under the spirit of Independence, Intelligence and Integrity, at least an announcement should be published on Bursa and a meeting held for all shareowners to explain the expected risk and return of the project and why it should be attempted.

Announcement made in Bursa is compliance of regulation.
For iCapital.biz shareowners who have been supporting it loyally in the past umpteen years, the management should have called an AGM to seek members' opinion before going headlong into an insurmountable battle.

Worse still is the fees are to be borne by us.

If the project had been approved in AGM, we minority shareowners will have to abide by the majority decision.

But, without the AGM mandate, we don't know whether such action is the majority's wish or just a blunder by the management?

P/S on the proposal to be made in the 16th AGM above
1)
Should add in the amount of RM6 million plus in order to show the material significance which warrants the proposal.
The amount is more than 0.25% of iCapital.biz's historical highest market capitalisation.

Gentle reminder:
Have you as shareowner registered yourself to attend the virtual AGM on 28 Nov 2020 at 9.00 am?

Should be "our company's action of recourse against the recipient in future" instead of our company's recourse of action against the recipient".

The request to relook into the reimbursement item before adopting the Financial Accounts is to be modified to:-

To relook into the reimbursement item before adopting the Financial Accounts And to adopt the Financial Accounts subject to further investigation into the matter and without prejudice to our company's recourse of action against the recipient in future.

Yes, put aside the attention and discussion on performance for the time being. Just focus our attention on the dual-listing issue.

Mr DumbMoney, thank you for the information. Yes, the need to get recourse on the reimbursement for dual-listing case is getting firmer with just the publicly available info. Even without the M&A I think the public information already are sufficient to make a prima facie case.
I will be trying to request in the AGM for

1) Relook into the reimbursement item before adopting the Financial Accounts.
2) To propose to retrieve reimbursement amount from the recipient on grounds of transaction being ultra vires the company, not in the company's benefit and the fact being well known to the recipient

We have to make a formal proposal in the coming AGM to contest the reimbursement fees. Then even if it is not passed, we still have recourse in the following 7 years.

I do not envisage we can manage to get our proposals to be passed in the coming AGM because I think the majority of shareowners are not yet informed. But the enlightening process will be carried on in future even after the AGM further.

At the moment we have to focus our attention on the reimbursement for dual-listing in the Hong Kong Stock Exchange. Other discussion on share performance becomes secondary at this moment.
Besides the written regulations and rules, the spirit of fairplay is enshrined in equitable law. Even if the written rules have been minimally complied, if it is dubiously done, the equitable interest of the minority shareowners will be protected in equity.

P/s

To pay a dividend of 5% to iCapital.biz shareowners, the company will have to dish out a total of RM7 million.

In fact if the transaction is with a closely linked "friendly" company, it is a "Related Party Transaction" which is required to be announced in Bursa announcement.

Regarding the dual-listing in Hong Kong Stock Exchange, there are both regulation and commercial risks to consider.

The regulation risk part involves:
(A)
A1 Malaysian regulation governing investment abroad by Companies
A2 Hong Kong regulation in particular Hong Kong Stock Exchange's rules for dual-listing on its bourse.

(B)
Company's own Memorandum & Articles of Association

(C)
The commercial risk part involves:
C1 Fees and expenses involved in the dual-listing exercise
C2 The eventual response from foreign investor towards the dual-listed arm

On risk A2 above, it can be evaluated based on my comment which was repeatedly posted four times and repeatedly erased (I now use the word "erased" as it cannot be a technical glitch since it has appeared for a few hours and then disappear after that, not one time but 4 times!). I am very insistent on sharing this comment as it is important to evaluate the wisdom of iCapital.biz's business decision. By the way, I have also posted it in my i3 blog but I don't know if it can be assessed or also being blocked.

On C1 above, in retrospect now we know what is the cost - RM6 million

On C2, this is the most uncertain risk and argument over it will have no conclusive result. But if you weigh out all the preceding risks you will find that it is not worth a guess/trial.

On B above, as share owner, my experience of getting a copy of iCapital.biz seems to be not very smooth. I would again ask its registrar to show a bit more professionalism in discharging its duty.

For those who don't know, the Memorandum & Articles of a company spells out what the company can do with the outside as well as what the company's management can do in the process of pursuing its shareholders' interest. If the management has done something beyond the original scope of business, it is ultra vires the company, or beyond the power of the company. The management is liable to the shareholders.

So what if the management has done some thing which is supposed to be for the benefit of the company but in the end found out that it is not. And the transaction is done with an outside party, even though it is a closely linked "friendly" company?

The shareholders can seek for recourse provided the transaction is ultra vires the company and is known to that outside party. Meaning it can be claimed back.

P/s Judging from previous experience, I will keep a copy of this thread and republish it if it again get erased.

Quite long, to save time, better copy it.

I have gone through the "rules" for discussion in this forum as listed by the host i.e. i3 Investor.com. I don't see I have breached any of the criteria.

I hope the Administrator can give an explanation before he erase a participant's comment.

Posted by cnman53 > Oct 29, 2020 3:31 PM | Report Abuse X

The above is the reported lost post of 24 Oct 2020 with Chinese added in now.

This is the fourth time that my posting on HKEX dual listing rules have appeared for a short while and mysteriously disappeared after a few hours.

Is this sensitive issue not allowed by Mr Administrator?

P/s I have already completed the registration and verification of shareownership duly with the registrar.

P/s Since then I have not received any news. I think that must be a bogus caller.

In view of the eagerness of shareowners to view the Memorandum & Articles of Association of iCapital.biz, I hope the registrar, Boardroom Share Registrar Sdn Bhd, takes it as urgent to send a digital copy to all shareholders who have requested for a copy.

Please state your fees required.

I hope diligence to discharge one's duty is seen to have been done.

(p/s I was called by telephone on 24 Oct 2020 by someone pretending to be from Boardroom Share Registrar Sdn Bhd that my request for a copy of M&A is to be referred to iCapital.biz. Is this statutary requirement or courtesy to iCapital.biz?

The next thing I have in mind is looking into the regulations on investment abroad by companies including Closed End Fund.

Any body can offer his existing knowledge? So that I save some time.

My motto (derived from iCapital.biz and i3) are Independence, Intelligent, Integrity and Informed.

To make my argument, my underlying principles are also based on these criteria.

When you put forward a statistical info such as P&L and BL (and in extension to NAV growth tables or Price growth tables or graphs), it not only has to be factual but should also be seen to be transparent.
That is, you should divulge info which are not required by law or convention, but which will let users have a transparent view. In this way only then you can live up to the motto. This will help in raising the share price eventually. It may takes some time but I think this is a method which can be easily done. If the management don't know how to do it, I can offer my help, free of charge.

Lets focus on data and info from publicly available and derived from there. Discussion on methods and approaches can be protracted and leading to no where.

I don't think we can achieve much in the coming AGM but I am prepared to continue my scrutiny on the company's affair long into the future.

Mr DumbMoney, thank you for the info. But I think these should be left to other time for discussion. For the time being, I will focus on the facts rather than academics.

Regarding the dual-listing exercise in Hong Kong, I have briefly gone through the rules of Bursa Malaysia in respect of a listed company’s transaction as contained in Chapter 10.

Below is the link:-

https://www.bursamalaysia.com/sites/5bb54be15f36ca0af339077a/content_entry5ce3b50239fba2627b2864be/5ce3b5c439fba264f32eb401/files/MAIN_Chap10_NewIssOrs__13Aug2020_.pdf?1597319732

I have extracted the relevant parts as follow:-

“Extract
PART B – DEFINITIONS
(g) “percentage ratios” means the figures, expressed as a percentage, resulting from each of the following calculations:
(i) the value of the assets which are the subject matter of the transaction, compared with the net assets of the listed issuer; “


“Extract
PART E – RELATED PARTY TRANSACTIONS
10.08 Related party transactions
(1) Where any one of the percentage ratios of a related party transaction is 0.25% or more, a listed issuer must announce the related party transaction to the Exchange as soon as possible after terms of the transaction have been agreed, unless -
(a) the value of the consideration of the transaction is less than RM500,000; or
(b) it is a Recurrent Related Party Transaction.
The listed issuer must include the information set out in Appendices 10A and 10C in the announcement.”

“Extract
APPENDIX 10A
Contents of announcement in relation to transactions
(paragraphs 10.06(1), 10.08(1), 10.08(11)(i) and (j), 10.11A(1)(c), 10.16 and 10.17)
Part A
General information to be included, where applicable, in announcement of transactions
DETAILS OF THE TRANSACTION
(1) The details of the transaction including the following:
(a) the date on which the terms of the transaction were agreed upon;
(b) the manner in which the consideration will be satisfied including the terms of any
arrangement for payment on a deferred basis;

RATIONALE AND BENEFITS OF THE TRANSACTION
(7)The rationale for the transaction including any benefit which is expected to accrue to the listed issuer from the business, financial and operational perspective.

PROSPECTS
(9) The prospects of the assets or interests to be acquired.
RISKS OF THE TRANSACTION
(9)The risks in relation to the transaction including risk factors of the assets or interests to be acquired.

EFFECTS OF THE TRANSACTION
(11)The effect of the transaction on the listed issuer, which includes the effect of the transaction on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ direct and/or indirect shareholding of the listed issuer, in tabular form.

APPROVAL / CONSENT REQUIRED
(12)A statement on whether the transaction is subject to approval of the shareholders and the relevant government authorities together with the following information:

INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED
(14)A statement on whether the directors, major shareholders or persons connected with a director or major shareholder, have any interest, direct or indirect, in the transaction, and the nature and extent of their interests.

DIRECTORS STATEMENT / RECOMMENDATION
(15)A statement by the board of directors, excluding interested directors, stating whether the transaction is in the best interests of the listed issuer. Where a director disagrees with such statement, a statement by the said director setting out the reasons and the factors taken into consideration in forming that opinion.

ESTIMATED TIME FRAME FOR COMPLETION
The estimated time frame to complete the transaction. End of extract “

Comment:

It should be noted that besides compliance with the rules and law literally we expect iCapital.biz to show a little bit more in its spirit to protect if not improve on the shareowners’ benefit, to uphold the spirit of Independence, Intelligence and Integrity.

In view that the dual listing cost or reimbursement as stated in the annual report is RM6 million plus. This transaction falls under the ambit of Chapter 10 clause 10.08(1) where it states among others “the percentage ratios of a related party transaction is 0.25% or more, a listed issuer must announce the related party transaction to the Exchange as soon as possible…

(The networth of iCapital.biz at any time its history has never topped RM500 million.
RM6 million is 1.2% of RM500 million. The 0.25% limit has been breached.)

It its announcement through Bursa, iCapital.biz will have to disclose among other things the following:-

DETAILS OF THE TRANSACTION
RATIONALE AND BENEFITS OF THE TRANSACTION
PROSPECTS
EFFECTS OF THE TRANSACTION
APPROVAL / CONSENT REQUIRED
INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED
DIRECTORS STATEMENT / RECOMMENDATION
ESTIMATED TIME FRAME FOR COMPLETION

Have the above been done?

I want to reiterate that compliance with the law is one thing, upholding the true spirit of the law is another.
If a transgression of the law is committed out of ignorance or negligence, it can still be pardoned. If it is done with full knowledge, alas!

The above is the reported lost post of 24 Oct 2020 with Chinese added in now.

Regarding my question above, Mr DumbMoney. OK. I found it.

Mr Observatory and Mr DumbMoney

You all have good knowledge. I would like to learn from you two if given the time.

But at the moment, My priority is to seek all available data and information (which is publicly available and cannot be contested against) to help in my investigation into the information divulged in iCapital.biz 2020 Annual Report.

Other than that, let's leave aside for the time being.

Mr DumbMoney, on 28 Oct, you ask me to check my i3 messenger app for p.m. What do you mean by that?

Mr DumbMoney, thank you for pointing out that it is the historical comparison of fund performance against the KLCI. I don't deny that. But as I have reiterated again, iCapital.biz has a motto that expounds Independence, Intelligence and Integrity and also we have a manager who is known for his contratrian thought and view, why can't we use a different criterion as long as it gives a better comparison.

If it is a must to compare KLCI, I don't disagree. But you can always append another comparison if not in the main section, then in the notes or appendices. Like our manager has always advise investor not to only look at the P&L and Balance Sheet which are conventional statistics that have to be produced. He knows how to guide people to the other areas which he thinks he want people to see. So why not show the comparison with other unit trust in addition to the statutory requirement.

In fact I have suggested in one of the AGMs to give additional information in addition to the minimum statutory requirement. But until now there is no improvement.

My first comment on iCapital.biz NAV performance has just been successfully posted on my i3 blog. Basically I am not satisfied as to how iCapital.biz has gone about its depiction of its performance. The benchmark mismatch I have already said.

The other major issues are the lack of information on how the data are sourced or derived. For a company whose normal P&L and Balance Sheet do not show the true financial status, it should be more transparent in showing people its performance. By not disclosing the relevant facts, the sophisticated investor will surely be deterred.

Now I know what is the major issue, or one of the major issues that cause the share price to perform poorly.

That is half the total dividend paid out to us stakeowners in 2013, the only one.

Not RM1,000, Not RM10,000 But almost RM7 million.

To make it simpler, if you are the fund manager, will you go on with this endeavour and ask yr stakeowner to pay the expenses?

Dual listing in Hong Kong is a dream too unrealistic if you look into the website of Hong Kong Stock Exchange dual listing rules. Chapter 19C.05 mentions among others that the minimum expected market capitalisation of the applicant company is HKD10 billion (roughly MYR5 billion). Our iCap market capitalisation in its whole 15 year history has never topped MYR500 million. Less than 10% of the minimum requirement. To still proceed is what the Chinese proverb says:

愚公移山

I am still waiting for Mr Administrator to retrieve my lost posting of 24 Oct. i3 also has a motto of Independent, Intelligent and Informed. I hope I am not disappointed.

Apart from absolute legal compliance, I think for iCapital.biz to live up to its motto of Independence, Intelligence, Integrity, its leaders have an extra ethical and moral standard to show. It cannot just get by by complying with the minimum legal requirement.

Before I proceed to publish my rework on performance of iCapital.biz, let me say the first impression I got after I looked into the 2020 Annual Report page 5 where the performance of iCapital.biz is shown in Table 4 and Table 5.

Extract from Table 4:
“
Table 4: Cumulative Return (%) From 19/10/2005 to 31/12/..
Year NAV Price KLCI Cash
Year NAV Price KLCI Cash

---

Table 5: Annualised Return (%) From 19/10/2005 to 31/12/..
Year NAV Price KLCI


“

---

The benchmark against KLCI index I think is a mismatch.

The rationale being:-

iCapital.biz is a collective investment fund managed by a fund manager whereas KLCI index is not managed by any fund manager. So there is no stock selection skill in the latter which can be used to compare with iCapital.
This is the main reason for the mismatch.

Then there is a second reason.
iCapital.biz has to pay a substantial (or reasonably substantial) fee to its fund manager whereas if you invest in an index ETF, the fees is negligible.

So what else can iCapital.biz’s performance be bench marked against?
I think the fund manager can compare it to one of the many unit trust funds out there.

Is it then still a mismatch since iCapital.biz is a Closed End Fund, a sacrosanct fund, while the others are all ordinary unit trust or mutual funds?

Never mind, we accept the superior position that iCapital.biz possess in comparison with them, but just try to have a look.

May be we can make a discount on iCapital.biz net asset value (say 10% less the NAV) so as to compensate for that unit trust fund manager’s disadvantage of not able to handle their funds at their own free will but always disturbed by their unit holders who may want to sell when the fund manager wants to buy and vice versa. This disadvantage of the ordinary unit trust is made well known by Mr Tan.

At least this is a better alternative out of no better choice.

Every body has his point. Let's look into every nook and cranny in our investigation. Before the verdict is out, no one should be declared convicted.
Also please be guided by the three principles of Independence, Intelligence and Integrity. If you find any positive thing which is good for the company during the course of your investigation, please also share to all.

For that matter, referring to lawyer or other professional for advice is not as good as using our own judgment at times. After all the internet is not short of information. It is only if you know how to pick the true ones from chunks of rubbish.

To put my perspective in clearer picture, I started investing in iCapital.biz since its inception 15 years ago. I was all along a subscriber of iCapital newsletter and have been attending iCapital.biz AGMs throughout the years except for the 15th AGM. I believe in Independence, Intelligence and Integrity as "enshrined" in iCapital's motto. I am looking at enabling iCapital to better serve its common shareowners who have followed the company in the past 15 years or so.

As I have attended all except one of the AGMs, I have seen so many familiar old faces dropping out the later AGMs that I began to wonder if they have cashed out or become so ill or ? But although they attend AGMs and probably other educational investment and financial classes, I think they should be given better information in the Annual Report, which I will be going into soon.

资本投资（iCapital。Biz） 第十六届股东大会将于2020年十一月二十八日早上9点 以 虚擬会议 形式 举行。

要参加的股东请尽快上网到以下网站：-
https://boardroomlimited.my

1）进行 注册 以便可以登录 该网站 (需要有电邮地址）
2）注册成功后，（你会被电邮通知），然后你需要申请上网出席虚拟会议。
需要cds号码。 也是以下网站：-
https://boardroomlimited.my

这两个程序需要在 26-11-2020 前完成。（尽量在前十天完成）
不清楚以上操作的，请咨询你的股票行。

在 28-11-2020早上九点之前，进入以下网站以参加网上虚拟会议：-
https://web.lumiagm.com/
不熟悉的可以请年轻孩子协助。

For the benefit of those stockowners who are more well-versed in Chinese, I will also give my views in Chinese from time to time.