1. ) Elaine Gay Chow Song v 1. ) Zung Zang Holdings Sdn Bhd (WA-24NCC-237-05/2025)

ELAINE GAY CHOW SONG

KWAN HUNG CHEONG (NRIC NO. 630427-12-5053) ...PLAINTIFFS

ZUNG ZANG HOLDINGS SDN BHD (COMPANY NO. 199701027151 /

WONG NYUK CHING

KWAN PHUI HA

SEBASTIAN KWAN KUAY TAT

ZUNG ZANG TRADING SDN. BHD. (COMPANY NO. 199401011641 / 297320-P) ...DEFENDANTS S/N m2mnA7nuREWcWFayxqpZrg GROUNDS OF JUDGMENT I. INTRODUCTION [1] This judgment addresses two interrelated applications that arose in proceedings commenced by the Plaintiffs seeking minority shareholder relief and the appointment of a Receiver and Manager (“R&M”) over the 1st Defendant, Zung Zang Holdings Sdn Bhd (“ZZH”). [2] The first application concerned a preliminary but fundamental issue: whether the ex parte Order dated 7.5.2025 appointing Ng Eng Kiat as R&M over ZZH (“Ex Parte Order”) had a limited temporal validity. Specifically, the court was required to determine whether the Ex Parte Order would lapse after 21 days by operation of Order 29 Rule 1(2B) of the Rules of Court 2012 (“ROC”), or alternatively, on the return date fixed for the inter partes hearing, originally scheduled for 19.5.2025 and subsequently adjourned to 28.5.2025. This issue was raised by the 2nd, 3rd and 4th Defendants (hereinafter referred to as “the Defendants” unless expressly stated) through an oral application seeking a declaration that the Ex Parte Order had lapsed. The application was heard on 28.5.2025. [3] The second application arose immediately following the delivery of my decision on the first application on 30.5.2025. After I ruled that the Ex Parte Order had lapsed, the Plaintiffs sought an ad interim order to preserve the S/N m2mnA7nuREWcWFayxqpZrg appointment of the R&M over ZZH pending the inter partes hearing of their substantive application for the appointment of an R&M, which had been fixed for 22.7.2025. The parties made submissions on this application on 30.5.2025, and I delivered my decision shortly thereafter. This application required the court to consider whether, and on what basis, an ad interim order could be granted in circumstances where the original ex parte order had been found to have lapsed. [4] For the reasons set out in detail below, I found that the Ex Parte Order dated 7.5.2025 had lapsed, both on the ground that it was procedurally improper from the outset and alternatively by operation of its own terms on the return date of 28.5.2025. Following that determination, I dismissed the Plaintiffs' application for an ad interim order to preserve the R&M appointment, finding that the Plaintiffs had failed to establish the necessary grounds for such relief and that appropriately crafted undertakings by the Defendants would provide adequate protection pending the inter partes hearing. [5] This judgment is structured in two parts. Part A addresses the determination of whether the Ex Parte Order had lapsed, which was heard on 28.5.2025. Part B addresses the application for an ad interim order, which was argued following the delivery of my decision on the first application on 30.5.2025. S/N m2mnA7nuREWcWFayxqpZrg II. BACKGROUND FACTS A. The Parties [6] The 1st Plaintiff, Elaine Gay Chow Song, is a citizen of the United States of America and the 2nd Plaintiff, Kwan Hung Cheong is a Malaysian citizen. The 1st and 2nd Plaintiffs are husband and wife. [7] The 1st Defendant, ZZH, is a company incorporated in Malaysia, with its registered office at 61-2A, 2nd Floor, Pearl Court, Jalan Thamby Abdullah, Brickfields, 50470 Kuala Lumpur. [8] The 2nd Defendant, Wong Nyuk Ching, is the mother of the 2nd Plaintiff. She is 85 years old and is illiterate in English and Bahasa Malaysia. The 3rd Defendant, Kwan Phui Ha, is the sister of the 2nd Plaintiff and is 66 years old. The 4th Defendant, Sebastian Kwan Kuay Tat, is the nephew of the 2nd Plaintiff. The Defendants are the current directors of ZZH according to the records of the Suruhanjaya Syarikat Malaysia (“SSM”). [9] The 5th Defendant, Zung Zang Trading Sdn. Bhd. (“ZZT”), formerly known as Zung Zang Wood Products Sdn Bhd, is a company incorporated in Malaysia with its registered office at 61-2A, 2nd Floor, Pearl Court, Jalan Thamby Abdullah, Brickfields, 50470 Kuala Lumpur. ZZT currently holds 80% of the shares in ZZH according to the records of the SSM. S/N m2mnA7nuREWcWFayxqpZrg

Incorporation and Original Structure (1997) [10] ZZH was incorporated in 1997. The original shareholders were the 2nd Plaintiff and his father, the late Kwan Chee Hang, each owning 50% of the shares.

(ii) Restructuring in 2003 [11] In 2003, the shareholding structure was restructured. Through allotments of shares done prior to 3.6.2003, the equity was registered as ZZT owning 80,000 shares (80%) and the 2nd Plaintiff owning 20,000 shares (20%). [12] With effect on and from 3.6.2003, ZZT transferred its 80% equity in ZZH to the 1st and 2nd Plaintiffs (40% to each of them) for valuable consideration. Following this transfer, the shareholding structure was: the 1st Plaintiff held 40,000 shares (40%) and the 2nd Plaintiff held 60,000 shares (60%). The share register of ZZH recorded this change.

(iii) Shareholding Disputes and Federal Court Proceedings [13] A dispute arose with regards to, inter alia, the shareholding of ZZH and related companies. The dispute involved the 2nd Plaintiff, ZZT, and several other parties. S/N m2mnA7nuREWcWFayxqpZrg [14] On 7.10.2013, the Federal Court issued an order in Civil Appeal No. 02-50-07/2012(S) and Civil Appeal No. 02-51- 07/2012(S) (“the 2013 Federal Court Order”). The Plaintiffs contend that the 2013 Federal Court Order supports their position that the shareholding of ZZH should be 40% to the 1st Plaintiff and 60% to the 2nd Plaintiff. [15] However, the SSM's records show a different shareholding structure: ZZT holding 80% and the 2nd Plaintiff holding 20%. [16] In 2021, the Federal Court delivered a judgment in Civil Appeal No: 02(f)-57-07-2019(S)] and reported in Zung Zang Trading Sdn Bhd v Kwan Hung Cheong & Anor [2021] 5 CLJ 433 (“the 2021 Federal Court Judgment”), which dealt with substantially similar issues involving the same parties and the same companies. At paragraph [67] of that judgment, the Federal Court noted that “the evidence shows that the documents pertaining to this case were seized from Zung Zang by the Anti-Corruption Agency on 27.5.2015.”

(iv) Share Allotments in 2015 and 2016 [17] Between November 2015 and April 2016, the 1st and 2nd Plaintiffs, as directors of ZZH at that time, purported to allot 442,000 shares in ZZH to the 2nd Plaintiff. These allotments were not accepted or registered by the SSM. S/N m2mnA7nuREWcWFayxqpZrg

Directorship Changes [18] From 2012 to 2019, the 1st and 2nd Plaintiffs were the sole directors of ZZH. [19] On 6.11.2019, the 2nd and 3rd Defendants were appointed as directors of ZZH through members' resolutions dated 6.11.2019 and board resolutions dated 14.11.2019. The Plaintiffs contend that these appointments were made without their knowledge or consent and in contravention of ZZH's Memorandum and Articles of Association. [20] On 14.11.2019, resolutions were passed to change the company secretary of ZZH from Ng Kheng Siaw @ Richard Ng to Selvarani a/p Marimuthu, and to change the registered address of the company. [21] On 22.11.2021, a purported Extraordinary General Meeting of ZZH was held at which the 1st Plaintiff was removed as a director of ZZH. The Plaintiffs contend that this removal was unlawful and have claimed that ZZT and ZZH conceded in submissions filed in Civil Suit No. WA-22NCC-523-10/2022 (“Suit 523”) that the 1st Plaintiff had been wrongly removed. [22] Michael Kwan passed away on 12.9.2024. He had been ZZT's corporate representative in ZZH and was responsible for making decisions on behalf of ZZH in numerous ongoing litigation matters. Following his demise, the 2nd and 3rd Defendants remained as directors of ZZH. S/N m2mnA7nuREWcWFayxqpZrg [23] On 30.12.2024, the 4th Defendant was appointed as a director of ZZH. C. The Subsidiaries of ZZH [24] ZZH is the holding company of two subsidiaries: a) Granright Enterprise Sdn Bhd (“GESB”); and b) Zung Zang Plantations Sdn Bhd (“ZZP”). [25] According to current records, the shareholding structure of GESB is: a) 1st Plaintiff: 7.5% b) 2nd Plaintiff: 7.5% c) ZZH: 85% [26] According to current records, the shareholding structure of ZZP is: a) 1st Plaintiff: 10% b) 2nd Plaintiff: 10% c) ZZH: 80% S/N m2mnA7nuREWcWFayxqpZrg D. Liquidation and Sale of Assets [27] GESB and ZZP are both in liquidation. A creditor of these companies obtained winding up orders against them on 15.1.2016. Joint liquidators were appointed to manage the winding up of both companies. [28] GESB and ZZP jointly owned approximately 79 parcels of plantation land in Sabah. In 2023, these parcels of land were sold for approximately RM56,203,100. After payments to banks of approximately RM20 million, the liquidators held an estimated surplus of approximately RM30,745,721 available for distribution to contributories. [29] On 21.4.2025, contributories meetings of GESB and ZZP were held. The liquidators tendered reports at these meetings indicating their intention to distribute the available funds. As the majority shareholder in both subsidiaries, ZZH would be entitled to receive the substantial part of the surplus funds upon distribution. The liquidators' timeline indicated that distribution would occur between June and December 2025, subject to resolution of various matters including the 2nd Plaintiff's proof of debt. [30] Significantly, the joint liquidators, represented by their counsel Mr CS Mong, clarified that they would not make any distribution without first obtaining proper directions from the winding-up court in Sandakan. S/N m2mnA7nuREWcWFayxqpZrg E. Financial Position of ZZH [31] The last audited financial statements filed for ZZH were for the year 2012. No audited accounts have been lodged for ZZH since 2012. [32] Critically, the audited accounts for the financial year ending 30.9.2020, prepared and signed by both Plaintiffs themselves when they were directors, stated at page 156: “The Company has temporarily ceased its business operation since 2008 and a decision has not yet been made to its future business activity.” [33] According to the financial statements for 2012, ZZH had zero revenue and no active business operations. F. Ongoing Litigation [34] There is ongoing litigation between the parties in Suit 523. Suit 523 involves disputes regarding the shareholding structure and directorships of ZZH. The matter is also the subject of an appeal pending before the Court of Appeal in Court of Appeal No. W-01(IM)(NCC)-761-12/2024 (“Appeal 761”). [35] The procedural steps in Suit 523 have reached an advanced stage, including filed bundles of documents, witness statements, and crystallised issues for trial. S/N m2mnA7nuREWcWFayxqpZrg

Filing of Originating Summons [36] On 5.5.2025, the Plaintiffs filed the present Originating Summons No. WA-24NCC-237-05/2025, seeking various reliefs including minority oppression remedies under Section 346 of the Companies Act 2016 and the appointment of an R&M under Sections 464 and/or 465 of the Companies Act 2016.

(ii) Ex Parte Application [37] On 7.5.2025, the Plaintiffs appeared before this court ex parte seeking, inter alia, the appointment of an R&M over ZZH. The application was supported by affidavits in Enclosures 3, 5 and 12. [38] At the ex parte hearing, the Plaintiffs' counsel informed the court that they were “abandoning” reliance on Order 29 of the ROC and were proceeding solely under Order 30. [39] On 7.5.2025, I granted the Ex Parte Order which, inter alia: a) Appointed Mr Ng Eng Kiat as R&M of ZZH “until the final disposal of this Originating Summons or until the further order of this Honourable Court”; S/N m2mnA7nuREWcWFayxqpZrg b) Granted various injunctive reliefs restraining the 2nd to 5th Defendants from dealing with ZZH's assets and affairs; c) Fixed the inter partes hearing of Enclosure 4 (the Notice of Application for the appointment of the R&M) on 19.5.2025 at 4.30pm. [40] Paragraph 12 of the Ex Parte Order stated: “The inter partes hearing of Enclosure 4 is fixed on 19th May 2025 at 4.30pm via Zoom.”

(iii) Inter Partes Hearing on 19.5.2025 [41] On 19.5.2025, all parties appeared for the inter partes hearing of Enclosure 4. At that hearing, Ms Celine Chelladurai, counsel for the Defendants (the 2nd 3rd and 4th Defendants as earlier defined), raised the issue of whether the Ex Parte Order had a “shelf life” of 21 days pursuant to Order 29 Rule 1(2B) of the ROC, and whether it would lapse on the return date. [42] The court adjourned the matter to 28.5.2025 to hear full arguments on this preliminary issue. [43] Directions were also given for the filing of the Defendants' application to set aside the Ex Parte Order (Enclosure 25), which was fixed for hearing on 22.7.2025. S/N m2mnA7nuREWcWFayxqpZrg

(iv) Hearing on 28.5.2025 [44] On 28.5.2025, the court heard detailed submissions from all parties on whether the Ex Parte Order dated 7.5.2025 had lapsed. The Defendants were represented by Ms Celine Chelladurai and Mr Nabik Nafis. The Plaintiffs were represented by Mr Terence Chan, Ms Aneera Chowdhury and Ms Lu Yiing Suey.

Hearing on 30.5.2025 [45] On 30.5.2025, I delivered my decision that the Ex Parte Order dated 7.5.2025 had lapsed. Immediately following the delivery of that decision, the Plaintiffs applied orally for an ad interim order to preserve the R&M appointment pending the inter partes hearing of Enclosure 4 on 22.7.2025. [46] The court heard submissions from all parties on the ad interim application and delivered its decision on the same day. PART A: WHETHER THE EX PARTE ORDER HAD LAPSED III. THE DEFENDANTS' SUBMISSIONS A. Procedural Impropriety: Ex Parte Orders Cannot Be Made Under Order 30 S/N m2mnA7nuREWcWFayxqpZrg [47] Ms Celine Chelladurai, counsel for the Defendants, advanced a multi-faceted submission that the Ex Parte Order dated 7.5.2025 had lapsed. Her primary submission was that the appointment of an R&M could not lawfully be made on an ex parte basis under the Malaysian procedural regime, and that the Ex Parte Order was therefore a nullity from the outset. [48] Counsel relied principally on the High Court decision in United Engineers (Malaysia) Bhd v Seow Boon Cheng & Anor [2001] 6 CLJ 190 (“UEM”), where Mohd Ghazali J (as he then was) conducted a detailed analysis of Order 30 of the ROC and held that applications for the appointment of receivers must be made inter partes. [49] At page 207 of that judgment, His Lordship stated: “From my reading, the words in italic above would denote that an application for the appointment of a receiver must be made inter partes and not ex parte, as had been done in the instant case. Only applications for injunctions ancillary or incidental to an order appointing a receiver may be made by way of ex parte applications.” [50] Ms Chelladurai submitted that the reasoning in UEM was clear: whilst Order 30 Rule 1(3) ROC expressly permits ex parte applications for injunctive relief ancillary to receiver appointments, Rule 1(1) contains no such permission for the receiver appointment itself. She argued that this textual omission is deliberate and reflects the legislative intent that receiver appointments must be made inter partes. S/N m2mnA7nuREWcWFayxqpZrg [51] Counsel further submitted that the UEM decision had been followed and applied in subsequent Malaysian cases, including Yeoh Eng Kong v Dato' Nik Ismail Nik Yusoff & Ors [2018] 7 CLJ 369 and Dato Seri Andrew Kam Tai Yeow v Tan Sri Dato' Kam Woon Wah & Ors [2018] CLJU 1600. In the latter case, the High Court cited UEM with approval and held that an application for the appointment of a receiver can only be made on an inter partes basis. [52] Ms Chelladurai addressed the Australian case of Bond Brewing Holdings Ltd & Ors v National Australia Bank Ltd & Ors [1990] 1 ACSR 445, which has been cited by some Malaysian courts as authority for ex parte appointments in extenuating circumstances. She submitted that Malaysian courts had misread both Bond Brewing and UEM. She emphasised that whilst the Court of Chancery in Australia may have had inherent jurisdiction to make ex parte appointments, the Malaysian courts' jurisdiction is circumscribed by Order 30 of the ROC, which requires inter partes procedure. [53] Counsel submitted that Sections 374 and 376 of the Companies Act 2016 reinforced this procedural mandate. Section 376(1) states: “The Court may, after giving notice to the company, appoint a receiver or receiver and manager on the application of a debenture holder or any other interested person.” She argued that the statutory requirement of “giving notice to the company” leaves no room for ex parte appointments. S/N m2mnA7nuREWcWFayxqpZrg B. Temporal Limitation: Lapsing After 21 Days [54] In the alternative, Ms Chelladurai submitted that even if ex parte appointments were permissible, the Ex Parte Order was subject to temporal limitations and had lapsed. She advanced two bases for this submission. [55] First, she relied on the principle articulated in Bond Brewing that ex parte orders should endure only for the minimum time needed to give notice to the defendant of a further application. The Full Court of the Supreme Court of Victoria observed that it had become increasingly common for applicants to seek interim injunctions without notice even where informal notice could have been given or where the application could have been made the next day with such notice, resulting in ex parte orders that remain in force for far longer than the short period required to alert the defendant of a subsequent hearing. [56] Counsel submitted that even if ex parte appointments were permissible, they should only last as long as necessary for the company to be heard inter partes, which in this case was until 19.5.2025 (the original return date) or at most 28.5.2025 (when the hearing was adjourned to). [57] Ms Chelladurai also cited the English authority of Taylor v Eckersly [1876] 2 Ch D 302, where an ex parte order appointing a receiver and manager was granted but was only valid for 14 days. S/N m2mnA7nuREWcWFayxqpZrg [58] Second, and critically, the Defendants submitted that the injunctive relief which formed part of the Ex Parte Order was governed by Order 29 Rule 1(2B) of the ROC, which provides that ex parte injunctions lapse 21 days from the date granted. [59] Ms Chelladurai provided a detailed analysis of how Orders 30 and 29 of the ROC relate to each other. She explained that Order 30 functions as an enabling or authorising provision, granting the power to make an application for an injunction in connection with a receivership and management application. However, since the relief sought is an injunction, the applicable procedural and substantive framework is governed by Order 29. In essence, Order 30 permits such an application to be made, while Order 29 prescribes the principles and requirements under which the injunction must be sought. [60] Counsel invoked the principle of generalia specialibus non derogant (general provisions do not derogate from special provisions) in support of the Defendants' position. She submitted that Order 29 is the special provision dealing comprehensively with injunctive relief, setting out the procedure for such applications and the temporal limitations on ex parte injunctions. When injunctive relief is sought under Order 30, it remains subject to the requirements of Order 29, including the 21-day limitation in Rule 1(2B). S/N m2mnA7nuREWcWFayxqpZrg [61] Ms Chelladurai emphasised that the 21-day limitation in Order 29 Rule 1(2B) ROC was not a new feature introduced in 2012. She drew the court's attention to Rule 29(2A) of the High Court Rules 1980, which contained a substantially similar provision, thereby undermining the Plaintiffs' historical argument about the 2012 amendments. C. Lapsing on the Return Date [62] Ms Chelladurai further submitted that the Ex Parte Order itself fixed a return date of 19.5.2025 (later adjourned to 28.5.2025) for the inter partes hearing. She argued that paragraph 1 of the Ex Parte Order stated that the R&M was appointed “until the final disposal of this Originating Summons or until the further order of this Honourable Court”, and paragraph 12 fixed the inter partes hearing of Enclosure 4 on 19.5.2025. She submitted that the “further order of this Honourable Court” contemplated by paragraph 1 was to be made at the inter partes hearing fixed in paragraph 12. [63] Counsel submitted that the return date could not be dismissed as mere administrative convenience. It reflected a judicial recognition that the ex parte appointment required subsequent inter partes consideration, in accordance with the Bond Brewing principle. S/N m2mnA7nuREWcWFayxqpZrg D. Absence of Extenuating Circumstances [64] Ms Chelladurai submitted that the Plaintiffs had failed to demonstrate any extenuating circumstances that would justify an ex parte appointment even if such appointments were permissible. [65] She pointed out that the liquidation proceeds had not yet been distributed to ZZH. The Plaintiffs' own affidavit at Exhibit 18 of Enclosure 3 showed a timeline dependent upon the Director General of Insolvency proving the proof of debt of the 2nd Plaintiff, a process that remained incomplete. The disputes had been ongoing since at least 2014, demonstrating the absence of sudden urgency. Furthermore, Suit 523 was already constituted to deal with these issues. [66] Counsel submitted that the last audited accounts filed for ZZH were for the year 2012, but crucially, the Plaintiffs themselves were the sole directors of ZZH from 2012 to 2019 and had not filed any audited accounts during that period. The 2nd and 3rd Defendants were only appointed as directors on 6.11.2019, whilst the 4th Defendant was appointed on 30.12.2024. The Defendants had been unable to prepare accounts because the relevant documents had been seized by the Malaysian Anti-Corruption Commission on 27.5.2015, as confirmed in the 2021 Federal Court Judgment. S/N m2mnA7nuREWcWFayxqpZrg E. Conflict of Interest Concerns [67] Ms Chelladurai raised substantial conflict of interest concerns regarding the appointed R&M. She relied on the English High Court decision in Fielding v Seery & Anor [2004] BCC 315, where Maddocks J held that a liquidator should not be the nominee of a person against whom the company has hostile or conflicting claims. [68] At paragraph [33(5)] of that judgment, His Lordship stated: “More specifically the liquidator should not be the nominee of a person: (a) against whom the company has hostile or conflicting claims as in Re City & County Investment Co...; or (b) whose conduct in relation to the affairs of the company is under investigation.” [69] Ms Chelladurai demonstrated that the Fielding principle had been adopted and applied by the Malaysian courts. In Abdul Rahman bin Ismail v Pembangunan Qualicare Sdn Bhd [2018] 12 MLJ 338, Lim Chong Fong J (as he then was) endorsed the Fielding test. [70] Counsel submitted that the Fielding principle had also been adopted by the Singapore Court of Appeal in Rashmi Bothra v SuntecCity Thirty Pte Ltd & Ors [2023] SGCA 38, and by the Federal Court of Malaysia in Ooi Woon Chee & Anor v Dato' See Teow Chuan & Ors And Other Appeals [2012] 2 CLJ 501. S/N m2mnA7nuREWcWFayxqpZrg [71] Ms Chelladurai pointed out that in the present case, the R&M was nominated by parties (the Plaintiffs) who have hostile claims against ZZH. The Plaintiffs are suing ZZH in the present proceedings and in Suit 523. She drew attention to a letter dated 27.5.2025 from the R&M's solicitors to the liquidators of GESB and ZZP, which indicated that the R&M did not intend to take a position in the present proceedings. She submitted that this demonstrated a concerning abdication of the R&M's duty to represent ZZH's interests. [72] Counsel argued that the appointment violated the principle that “justice must not only be done but also seen to be done”. The R&M's apparent conflict and his conduct in leaving the company unrepresented in crucial litigation created a perception that he was not acting independently in the company's best interests. F. Abuse of Process [73] Finally, Ms Chelladurai submitted that the timing and circumstances of the application raised questions about its true purpose. She relied on the Federal Court's decision in Sibu Slipway Sdn Bhd v Yii Chee Ming & Ors [2017] 6 CLJ 507, where proceedings were found to have been filed for collateral purposes to frustrate other litigation. [74] Counsel pointed out that the current directors had been in office since 2019, and the liquidation of the subsidiaries had been ongoing since the winding-up orders were made on S/N m2mnA7nuREWcWFayxqpZrg

15.1.2016. The assets were sold in 2023. If the Plaintiffs genuinely believed there was a need for an R&M, they could and should have sought such an order in Suit 523. Instead, they filed a fresh suit and obtained an R&M order ex parte, which the Defendants characterised as an attempt to control the narrative and thwart Suit 523 and the related Court of Appeal proceedings. IV. THE PLAINTIFFS' SUBMISSIONS [75] Mr Terence Chan and Ms Aneera Chowdhury, learned counsel for the Plaintiffs, resisted the Defendants' submissions on several grounds. A. Statutory Interpretation [76] The Plaintiffs relied on Master Mulia Sdn Bhd v Sigur Ros Sdn Bhd [2020] 9 CLJ 213 (FC) and submitted that courts must give effect to the objective intent of the legislature in enacting a statute. They argued that there was no express prohibition in Order 30 against ex parte applications for the appointment of receivers. [77] Mr Chan submitted that the absence of express prohibition meant that the court had discretion to grant such orders in appropriate cases. He distinguished between a prohibition (which would prevent the court from acting) and the absence of express permission (which leaves the matter to judicial discretion). S/N m2mnA7nuREWcWFayxqpZrg [78] The Plaintiffs argued that the 2012 amendments to Order 29, which introduced Rule 1(2B) providing for the automatic lapsing of ex parte injunctions after 21 days, were specific to injunctions and did not apply to receiver appointments under Order 30. B. Generalia Specialibus Non Derogant [79] The Plaintiffs invoked the principle of generalia specialibus non derogant to argue that Order 30, as the special provision dealing with receiver appointments, should prevail over the general provisions of Order 29 relating to injunctions. [80] Ms Aneera submitted that Order 30 was a self-contained code for receiver appointments and did not incorporate or refer to Order 29. She argued that other orders in the ROC expressly cross-reference related orders when such cross-reference is intended, and the absence of such cross-reference in Order 30 indicated that Order 29 did not apply. [81] The Plaintiffs submitted that the return date fixed in the Ex Parte Order was merely administrative in nature and was not intended to limit the duration of the R&M appointment. C. Precedents for Ex Parte Appointments [82] The Plaintiffs relied on Malaysian cases where ex parte appointments of receivers had been made and upheld, S/N m2mnA7nuREWcWFayxqpZrg including Saling Lau Bee Chiang & Ors v Kanawagi Seperumaniam & Ors [2010] 8 CLJ 347 and Sek Ann Thong v Tamparuli Granite Quarry (Sabah) Sdn Bhd & Anor [1997] 1 CLJ Supp 239. [83] Ms Aneera submitted that these authorities established that ex parte orders appointing R&Ms were permissible in exceptional circumstances and had been approved by the Court of Appeal and the Federal Court. D. No Shelf Life for Receiver Appointments [84] Ms Aneera submitted that “there is no such thing as a 21- day lifespan of a receiver and manager” and that “a receiver and manager stays in place even when made ex parte until set aside.” [85] The Plaintiffs argued that the 21-day limitation in Order 29 Rule 1(2B) applied only to injunctions, not to receiver appointments. They submitted that the appointment of an R&M under Order 30 continued until the final disposal of the proceedings or until further order of the court, as stated in paragraph 1 of the Ex Parte Order. [86] The Plaintiffs contended that the proper forum for challenging the Ex Parte Order was the setting aside application (Enclosure 25) fixed for 22.7.2025, and that it would be premature to declare the Ex Parte Order lapsed before that application was heard. S/N m2mnA7nuREWcWFayxqpZrg V. ANALYSIS AND FINDINGS A. The Proper Procedural Framework for Receiver Appointments [87] The starting point for this analysis is Order 30 Rule 1 of the ROC, which provides: “(1) An application for the appointment of a receiver may be made by notice of application.

An application for an injunction ancillary or incidental to an order appointing a receiver may be joined with the application for such order.

Where the applicant intends to apply for the immediate grant of such an injunction, he may do so ex parte by a notice of application supported by an affidavit.

The Court may grant an injunction restraining the party beneficially entitled to any interest in the property until after the hearing of a notice of application for the appointment of the receiver, but for the appointment itself, it is my view that it must be by way of an inter partes application.” [88] Several critical observations flow from these provisions. First, Rule 1(1) provides that an application for the appointment of a receiver may be made “by notice of application.” Under the ROC, a “notice of application” is ordinarily an inter partes procedure. There is no express provision permitting such applications to be made ex parte. S/N m2mnA7nuREWcWFayxqpZrg [89] Second, Rule 1(3) expressly permits ex parte applications for “an injunction ancillary or incidental to an order appointing a receiver.” The fact that Parliament saw fit to include express provision for ex parte injunctive relief, whilst making no such provision for the receiver appointment itself, strongly suggests that receiver appointments were intended to be made inter partes. [90] Third, the language in Rule 1(4) envisages that the injunction is to endure “until after the hearing” of the receiver application, clearly contemplating that the substantive receiver application will be heard inter partes. [91] In UEM, Mohd Ghazali J conducted a careful analysis of this provision and concluded that applications for the appointment of receivers must be made inter partes. His Lordship's reasoning was systematic and persuasive. At page 207 of the judgment, His Lordship stated: “From my reading, the words in italic above would denote that an application for the appointment of a receiver must be made inter partes and not ex parte, as had been done in the instant case. Only applications for injunctions ancillary or incidental to an order appointing a receiver may be made by way of ex parte applications.” [92] The Defendants submitted that what the learned judge was referring to in the above passage was the discussion earlier in the judgment at page 207 of the report, that it was only the injunctive relief that could be sought ex parte, and not the appointment of R&M. Thus, if there were extenuating S/N m2mnA7nuREWcWFayxqpZrg circumstances, the applicant could apply for an ex parte interlocutory injunction to preserve the asset in alleged jeopardy, and obtain such injunction pending the disposal of the application for the appointment of the R&M. [93] I respectfully adopt and apply the reasoning in UEM. The legislative scheme is clear: whilst ancillary injunctive relief may be granted ex parte to preserve the status quo pending an inter partes hearing, the substantive appointment of a receiver must be made inter partes. This ensures that the company and other affected parties have an opportunity to be heard before the drastic step of appointing a receiver is taken. [94] The Plaintiffs' reliance on cases where ex parte receiver appointments were made does not assist them. Many of these cases either pre-date UEM or do not engage with its reasoning. Where subsequent courts have purported to rely on Bond Brewing as authority for ex parte appointments in extenuating circumstances, they have, with respect, misread both Bond Brewing and UEM. As UEM makes clear, the Court of Chancery in Australia may have had inherent jurisdiction to make such orders sparingly, but the Malaysian courts' jurisdiction is circumscribed by the express provisions of Order 30, which require inter partes procedure. S/N m2mnA7nuREWcWFayxqpZrg B. The Statutory Requirements [95] The statutory provisions reinforce the procedural framework established by Order 30. Section 376(1) of the Companies Act 2016 provides: “The Court may, after giving notice to the company, appoint a receiver or receiver and manager on the application of a debenture holder or any other interested person.” [96] This statutory language leaves no ambiguity. The requirement to give “notice to the company” is a mandatory procedural safeguard. An ex parte appointment, by definition, involves no notice to the company. The statutory requirement therefore reinforces the conclusion that receiver appointments must be made inter partes. C. The Relationship Between Order 30 and Order 29 [97] Order 30 Rule 1(2) provides that “an application for an injunction ancillary or incidental to an order appointing a receiver may be joined with the application for such order.” Rule 1(3) provides that where the applicant intends to apply for the immediate grant of such an injunction, he may do so ex parte. [98] When Order 30 authorises an injunction to be sought ancillary to a receiver appointment, that injunction remains subject to the framework set out in Order 29, the special S/N m2mnA7nuREWcWFayxqpZrg provision dealing with injunctions. To hold otherwise would lead to the anomalous result that identical injunctive relief would be subject to different procedural requirements depending on whether it was sought under Order 29 alone or under Order 30 in conjunction with a receiver application. There is no principled basis for such a distinction. [99] Order 29 is the provision in the ROC that comprehensively governs applications for injunctive relief, including the procedural requirements and temporal limitations applicable to such relief. When Order 30 authorises an injunction to be sought ancillary to a receiver appointment, that injunction remains an injunction and is governed by Order 29. [100] Order 29 Rule 1(2B) provides: “Unless earlier revoked or set aside, an interim injunction obtained on an ex parte application shall automatically lapse twenty-one days from the date it was granted.” [101] This provision applies to injunctions granted ex parte. [102] Order 29 Rule 1(2B) applies to injunctions granted ex parte. The Ex Parte Order dated 7.5.2025 contains injunctive relief in the form of both mandatory and prohibitory components. Paragraph 3 imposes mandatory obligations requiring the 2nd to 5th Defendants to deliver possession, custody and control of ZZH's assets to the R&M, to disclose the location of assets, and to grant access to premises. Paragraph 8 S/N m2mnA7nuREWcWFayxqpZrg restrains the 2nd to 5th Defendants from disposing, dissipating or diminishing ZZH's assets until final disposal or further order. Both mandatory and prohibitory injunctions fall within the scope of Order 29 Rule 1(2B). The Plaintiffs' submission that they “dropped” reliance on Order 29 at the ex parte hearing does not alter the legal character of the relief obtained. [103] The principle of generalia specialibus non derogant supports this conclusion. Order 29 is the special provision governing injunctive relief, including its temporal limitations. Whilst Order 30 provides the authorising provision for seeking injunctive relief in conjunction with receiver applications, it does not displace the procedural requirements of Order 29. [104] The Plaintiffs' argument that Order 30 is a self-contained code that does not incorporate Order 29 is unpersuasive. Order 30 expressly contemplates that injunctions may be sought - indeed, it is the only relief that may be sought ex parte under that Order. When such injunctions are sought, they remain subject to the procedural regime governing injunctions, which is found in Order 29. D. Temporal Limitations: The Bond Brewing Principle [105] Even if I were wrong in finding that the Ex Parte Order was procedurally improper from the outset (which I am satisfied S/N m2mnA7nuREWcWFayxqpZrg it was), the Ex Parte Order would nevertheless have lapsed by operation of temporal limitations. [106] In Bond Brewing, the Full Court of the Supreme Court of Victoria stated: “It is all too common nowadays - we are for the moment speaking generally, not of this particular case - to find applications for interim injunctions made without notice where informal notice could have been given or where the application could equally well be made on the following day on informal notice to the defendant, and to find ex parte orders made which are to endure a good deal longer than the minimum time needed to give notice to the defendant of a further application.” [107] This passage establishes a clear principle: ex parte orders should endure only for the minimum time needed to give notice to the defendant of a further application. This principle reflects the fundamental tension between the need for urgent interim relief and the requirements of natural justice. [108] The appointment of a receiver is, as the authorities repeatedly emphasise, a drastic remedy. As stated in Bond Brewing: “It must always be borne in mind that the appointment of a receiver in such a case authorises an irresistible invasion and that even if the army of occupation is withdrawn after only a short time things may never be the same again. Rights of property and the company's privacy are violated.” S/N m2mnA7nuREWcWFayxqpZrg [109] Given the drastic nature of such orders, they should not be permitted to continue indefinitely on an ex parte basis. The Ex Parte Order in the present case fixed a return date of 19.5.2025 (later adjourned to 28.5.2025). This return date cannot be dismissed as mere administrative convenience. It reflects a judicial recognition that the ex parte appointment required subsequent inter partes consideration. [110] By 28.5.2025, more than 21 days had elapsed since the Ex Parte Order was granted on 7.5.2025. The Defendants had been given notice and had appeared to contest the Ex Parte Order. The Bond Brewing principle dictated that the Ex Parte Order should not continue beyond this point without proper inter partes consideration. E. The Plaintiffs' Authorities Distinguished [111] The Plaintiffs' reliance on Master Mulia is misplaced. That case emphasised the importance of giving effect to the objective intent of the legislature in enacting a statute. However, this authority supports the Defendants' position rather than undermining it. [112] The legislative intent in drafting Order 30 is manifest from the structure of the provision itself. Rule 1(3) expressly permits ex parte applications for injunctive relief, whilst Rule 1(1) makes no such provision for receiver appointments. To permit ex parte receiver appointments would be to read words into the statute - specifically, to read “may be made S/N m2mnA7nuREWcWFayxqpZrg ex parte” into Rule 1(1) - without any textual basis for doing so. [113] The Plaintiffs' argument that Order 30 contains no express prohibition against ex parte applications misses the point entirely. The question is not whether ex parte applications are expressly prohibited, but whether the procedural framework contemplates them. The careful analysis in UEM demonstrates that it does not. [114] The Plaintiffs' historical argument about the 2012 amendments to Order 29 is undermined by the fact that Rule 29(2A) of the High Court Rules 1980 contained a substantially similar provision regarding the lapsing of ex parte injunctions. The temporal limitation on ex parte injunctive relief is therefore not a novel feature of the 2012 Rules. [115] As for the Plaintiffs' reliance on Malaysian cases where ex parte receiver appointments were made, many of these cases either pre-date UEM or do not engage with its reasoning. The fact that such orders have been made in the past does not make them procedurally proper. Courts are bound to apply the correct procedural framework as set out in the ROC and as interpreted in authoritative decisions such as UEM. S/N m2mnA7nuREWcWFayxqpZrg The Balance of Justice [116] Ultimately, the balance of justice favours declaring that the Ex Parte Order has lapsed. The Plaintiffs have alternative remedies available, including the proper inter partes prosecution of their receiver application in Enclosure 4, and the continuation of their substantive oppression claim in the Originating Summons. [117] The Defendants have offered undertakings not to deal with any liquidation proceeds that may be received by the 1st Defendant pending the resolution of these proceedings. Such undertakings provide adequate interim protection without the draconian consequences of receiver appointment. [118] I am also mindful of the conflict of interest concerns raised by the Defendants. The authorities they cite from Fielding v Seery & Anor and subsequent cases establish clear principles about the independence required of court-appointed officers. These concerns add weight to the argument for temporal limitations on ex parte appointments. F. Application to the Present Case [119] Applying these principles to the facts of the present case, I find that the Ex Parte Order dated 7.5.2025 was made without jurisdiction. The procedural framework established by Order 30 of the ROC and Section 376 of the Companies S/N m2mnA7nuREWcWFayxqpZrg Act 2016 mandates that receiver appointments be made inter partes, with notice to the company. [120] In the alternative, even if ex parte appointments were permissible (which I have found they are not), the Ex Parte Order had lapsed by 28.5.2025. The return date fixed in the Ex Parte Order, the lapsing of more than 21 days since the Ex Parte Order was granted, and the Bond Brewing principle all pointed to the conclusion that the ex parte appointment could not continue indefinitely without proper inter partes consideration. [121] The inclusion of paragraph 12 in the Ex Parte Order, fixing an inter partes hearing date, cannot be dismissed as mere administrative convenience. It reflects a judicial recognition that the ex parte appointment required subsequent inter partes consideration, in accordance with the Bond Brewing principle. [122] Furthermore, the injunctive aspects of the Ex Parte Order - specifically paragraphs 3 and 8 which restrain the 2nd to 5th Defendants from dealing with ZZH's assets - are subject to Order 29 Rule 1(2B) ROC. More than 21 days had elapsed since the Ex Parte Order was granted, and no inter partes application for the continuance of the injunction had been filed within that period. S/N m2mnA7nuREWcWFayxqpZrg VI. CONCLUSION ON PART A [123] For the reasons set out above, I find that the Ex Parte Order dated 7.5.2025 had lapsed. My primary ground is that the Ex Parte Order was procedurally improper from the outset, having been made without jurisdiction under the applicable procedural framework. The appointment of an R&M under Order 30 of the ROC and Section 376 of the Companies Act 2016 must be made inter partes, with notice to the company. [124] In the alternative, even if ex parte appointments were permissible, the Ex Parte Order had lapsed by operation of its own terms on the return date of 28.5.2025, and by operation of Order 29 Rule 1(2B) ROC in respect of the injunctive components of the Ex Parte Order. [125] This determination is without prejudice to the Plaintiffs' right to pursue their application for receiver appointment on an inter partes basis in accordance with the proper procedural requirements, and without prejudice to their substantive claims in the Originating Summons. [126] Having declared that the Ex Parte Order had lapsed, the court proceeded immediately to hear the Plaintiffs' application for an ad interim order pending the inter partes hearing of Enclosure 4, which application is dealt with in Part B of this judgment. S/N m2mnA7nuREWcWFayxqpZrg PART B: APPLICATION FOR AN AD INTERIM ORDER VII. THE LEGAL TEST FOR AD INTERIM ORDERS [127] Following my decision that the Ex Parte Order dated 7.5.2025 had lapsed, the Plaintiffs applied orally for an ad interim order to preserve the R&M appointment pending the inter partes hearing of Enclosure 4 fixed for 22.7.2025. [128] The legal test for granting interim injunctive relief is well established. The court must consider: (1) whether there is a serious question to be tried; (2) whether damages would be an adequate remedy; and (3) where the balance of convenience lies. This test, derived from American Cyanamid Co v Ethicon Ltd [1975] AC 396, has been adopted and applied by Malaysian courts (see Keet Gerald Francis Noel John v Mohd Noor @ Harun bin Abdullah & 2 Ors (1995) 1 MLJ 193 (CA)). [129] However, in the context of an application for an ad interim order following the lapsing of an ex parte order that was found to be procedurally improper, additional considerations apply. The court must be particularly cautious about granting relief that would, in effect, preserve the status quo created by an order that should not have been made in the first place. S/N m2mnA7nuREWcWFayxqpZrg [130] The general rule is that an ad interim injunction should be granted to preserve the status quo pending the inter partes hearing. However, in Pentamaster Instrumentation Sdn Bhd v QAV Technologies Sdn Bhd & Ors [2017] 1 MLRH 472, followed by Annand Ponnudurai J in Express Senibudaya [2024] CLJU 2888, Wong Kian Kheong J (as he then was) held that there are at least two exceptions to the general rule whereby the court may decline to grant an ad interim injunction: (a) when the status quo need not be preserved by an ad interim injunction; or (b) when irreparable harm may be caused to the defendant by the grant of an ad interim injunction. These exceptions are not exhaustive, as the court has discretionary power under Section 51(1) of the Specific Relief Act 1950 to decline to follow the general rule based on the particular facts of the case. VIII. PROCEDURAL OBJECTION: CAN THERE BE AD INTERIM WITHOUT A VALID EX PARTE ORDER? A. The Defendants' Objection [131] Ms Celine Chelladurai raised a fundamental procedural objection to the application for an ad interim order. She submitted that if the ex parte order was procedurally improper from the outset - as I had found - then there could be no basis for an ad interim order because there was no valid order to preserve. S/N m2mnA7nuREWcWFayxqpZrg [132] Counsel argued that the ad interim order sought by the Plaintiffs would have the effect of reviving or continuing an appointment that was void ab initio. She submitted that this would reward procedural impropriety and undermine the very principles that led to the finding that the ex parte order had lapsed. [133] Ms Chelladurai distinguished the present case from situations where an ex parte order is validly made but then discharged or varied at an inter partes hearing. In those situations, the court may grant an ad interim order to preserve aspects of the ex parte order pending further determination. However, where the ex parte order was fundamentally flawed from the outset, no ad interim order should be granted to perpetuate the effects of that flawed order. B. The Plaintiffs' Response [134] Ms Aneera Chowdhury, for the Plaintiffs, submitted that notwithstanding the finding that the ex parte order had lapsed, the Plaintiffs were entitled to seek an ad interim order pending the substantive hearing of their application for the appointment of an R&M. [135] She contended that the situation was analogous to applications for injunctions, where an ad interim order could be sought pending the substantive hearing even if an ex parte order had been set aside. She emphasised that the S/N m2mnA7nuREWcWFayxqpZrg inter partes hearing of Enclosure 4 remained scheduled for 22.7.2025, and that the Plaintiffs were entitled to seek interim relief to preserve the status quo pending that hearing. [136] Ms Aneera argued that the Plaintiffs' affidavits in support of the R&M application in Enclosures 5 and 12 remained unrebutted, as the Defendants had not filed proper rebuttal affidavits addressing the substantive grounds for the appointment. C. The Court's Finding [137] I accept the Plaintiffs' submission that, as a matter of principle, an applicant may seek ad interim relief even after an ex parte order has been discharged or found to have lapsed. The key question is whether the applicant can establish the necessary grounds for such relief. [138] However, where an ex parte order has been found to be procedurally improper from the outset - as opposed to merely having been obtained on inadequate evidence - the court must be particularly cautious about granting ad interim relief that would perpetuate the effects of that order. The procedural impropriety is a relevant factor in assessing the balance of convenience and the appropriateness of interim relief. S/N m2mnA7nuREWcWFayxqpZrg [139] With this framework in mind, I turn to consider whether the Plaintiffs have established the necessary grounds for an ad interim order in the present case. IX. STATUS QUO REQUIRING PRESERVATION A. The Plaintiffs' Submissions [140] The Plaintiffs submitted that an ad interim order was necessary to preserve the status quo pending the inter partes hearing. They argued that the status quo was the position created by the Ex Parte Order dated 7.5.2025, whereby Mr Ng Eng Kiat was appointed as R&M with control over ZZH's assets and affairs. [141] The Plaintiffs contended that without the continued appointment of the R&M, there would be no proper oversight of ZZH pending the inter partes hearing, and the company's interests would be at risk from the allegedly unlawfully appointed directors. B. The Defendants' Submissions [142] The Defendants countered that the true status quo was the management structure that existed before the Ex Parte Order was made - namely, management by the Defendants as the directors registered with the SSM. S/N m2mnA7nuREWcWFayxqpZrg [143] Ms Chelladurai submitted that ZZH was a dormant holding company with no active operations. According to the Plaintiffs' own audited accounts for 2020, “the company has temporarily ceased its business operation since 2008 and a decision has not yet been made to its future business activity.” The Defendants argued that there was no active business requiring management or urgent decisions requiring immediate attention. [144] The Defendants further submitted that the liquidation proceeds from the subsidiaries had not yet been received by ZZH and were not expected imminently. The joint liquidators had confirmed that they would seek directions from the winding-up court before making any distribution. In these circumstances, there was no immediate threat to any assets that would justify disrupting the existing management structure. C. The Court's Finding [145] I find that the Defendants' submissions are more persuasive on this issue. The status quo that requires preservation is not the position created by an order that was procedurally improper, but rather the position that existed before that order was made. [146] ZZH is a dormant holding company that has not conducted active business operations since 2008. This is not a disputed fact - it is expressly admitted by the Plaintiffs in S/N m2mnA7nuREWcWFayxqpZrg their own audited accounts for 2020. The cessation of operations has endured for over 17 years. There is no evidence of any urgent business decisions requiring immediate attention, no contracts requiring negotiation, no employees requiring payment, and no operational matters requiring management intervention. [147] The status quo is therefore a dormant company, managed by directors registered with the SSM, awaiting the outcome of the liquidation of its subsidiaries. This is the position that should be preserved pending the inter partes hearing, subject to appropriate undertakings to ensure that any future liquidation proceeds are not dissipated. X. CORPORATE GOVERNANCE CONCERNS A. The Plaintiffs' Submissions [148] The Plaintiffs submitted that the current board of directors was unlawfully constituted and lacked legitimacy to manage ZZH's affairs. They relied on their contention that the correct shareholding of ZZH should be 40% to the 1st Plaintiff and 60% to the 2nd Plaintiff based on the 2013 Federal Court Order. [149] The Plaintiffs argued that the Defendants had been unlawfully appointed as directors and that the 1st Plaintiff had been wrongfully removed. They contended that ZZH had failed to file audited accounts since 2012, S/N m2mnA7nuREWcWFayxqpZrg demonstrating a failure of corporate governance that required intervention through an R&M appointment. [150] The Plaintiffs characterised the directors as relying on unidentified “trusted advisers” and submitted that the company was effectively “headless” with only two elderly directors (aged 85 and 66) following the death of Michael Kwan. B. The Defendants' Submissions [151] The Defendants responded by citing the 2021 Federal Court Judgment, which dealt with substantially similar issues involving the same parties and companies. They submitted that the Federal Court had upheld the validity of the current shareholding structure (80% to ZZT, 20% to the 2nd Plaintiff) and the validity of the appointments and removals of directors. [152] Regarding the failure to file accounts, the Defendants pointed out that the Plaintiffs themselves were the sole directors of ZZH from 2012 to 2019 - a period of seven years - during which they too failed to file any audited accounts. The Defendants argued that they faced similar challenges in preparing accounts, particularly given that the relevant documents had been seized by the Malaysian Anti-Corruption Commission in 2015, as confirmed by the Federal Court in the 2021 judgment. S/N m2mnA7nuREWcWFayxqpZrg [153] The Defendants submitted that there was no evidence of active mismanagement or misconduct, but rather a failure to file historical accounts - a regulatory compliance issue that did not justify the drastic remedy of an R&M appointment. C. The Court's Finding [154] I find that the disputed shareholding and directorship issues are matters properly to be determined at trial in Suit 523, where all parties are represented and where the court will have the benefit of full evidence and cross-examination. To grant the relief sought by the Plaintiffs at this interlocutory stage would be to pre-empt the determination of Suit 523. [155] The 2021 Federal Court Judgment provides strong authority supporting the validity of the current corporate structure. The Plaintiffs' interpretation of the 2013 Federal Court Order is contested, and this is not the appropriate forum to resolve that dispute definitively. [156] Regarding the failure to file accounts, I accept the Defendants' submission that this does not justify the appointment of an R&M in the present circumstances for several reasons. [157] First, the Plaintiffs themselves failed to file any audited accounts during their seven-year tenure as sole directors from 2012 to 2019. The Defendants cannot be held to a S/N m2mnA7nuREWcWFayxqpZrg higher standard than the Plaintiffs themselves achieved when faced with identical challenges. [158] Second, the Federal Court's finding that documents pertaining to the company were seized by the Malaysian Anti-Corruption Commission in 2015 provides an explanation for the difficulties faced by both sets of directors in reconstructing historical accounts. These are practical obstacles, not evidence of wilful mismanagement. [159] Third, the failure to file accounts, standing alone, is a regulatory compliance issue that can be addressed through other means, including enforcement action by SSM if deemed appropriate. It is not the type of urgent corporate emergency that requires immediate intervention through an R&M appointment. [160] Fourth, the appointment of an R&M would not necessarily resolve the underlying difficulties in reconstructing historical accounts. An R&M coming into the matter at this late stage would face precisely the same obstacles that both the Plaintiffs and the current directors have encountered. XI. ASSET IN JEOPARDY A. The Plaintiffs' Submissions [161] The Plaintiffs submitted that the surplus from the liquidation of GESB and ZZP, estimated at approximately S/N m2mnA7nuREWcWFayxqpZrg RM30,745,721, was at risk of dissipation when paid to ZZH. They argued that urgent intervention was needed to preserve these assets from potential mismanagement by the current directors. [162] The Plaintiffs contended that there was an imminent risk that once the liquidators distributed the funds to ZZH, “the same will be dissipated by the 2nd to 5th Defendants and documents destroyed.” B. The Defendants' Submissions [163] The Defendants submitted that the alleged asset in jeopardy had not yet entered ZZH's possession and was not expected to be transferred imminently. The liquidators' own timeline indicated that distribution would occur between June and December 2025 at the earliest, subject to resolution of various matters including the 2nd Plaintiff's proof of debt. [164] Most significantly, the joint liquidators had confirmed through their counsel that they would not make any distribution without first obtaining directions from the winding-up court in Sandakan. This provided an independent safeguard against premature or improper distribution. S/N m2mnA7nuREWcWFayxqpZrg [165] The Defendants offered comprehensive undertakings not to deal with any liquidation proceeds that might be received by ZZH pending resolution of the inter partes application. They also offered undertakings regarding the shareholding and directorship of the company. [166] The Defendants argued that given ZZH was a dormant holding company with no active business operations, appropriately crafted undertakings would provide sufficient interim protection without the drastic consequences of an R&M appointment. C. The Court's Finding [167] I find that the Plaintiffs have failed to establish that there is any immediate or imminent risk to assets requiring the drastic remedy of an ad interim R&M appointment. [168] The liquidation proceeds have not yet been distributed to ZZH. The liquidators' timeline shows that distribution would not occur until between June and December 2025 at the earliest. Several prerequisite steps remain incomplete, including the resolution of the 2nd Plaintiff's proof of debt. [169] The joint liquidators have expressly confirmed that they will not make any distribution without first obtaining directions from the winding-up court in Sandakan. This provides substantial protection against any premature or improper distribution. S/N m2mnA7nuREWcWFayxqpZrg [170] The Plaintiffs' allegations of potential dissipation remain entirely speculative and unsupported by any factual foundation. There is no evidence before the court of any past conduct by the Defendants that would support a finding that they are likely to dissipate assets once received. [171] The Plaintiffs' concerns appear to be based purely on their ongoing dispute about the legitimacy of the current board's appointments, rather than on any demonstrated propensity for asset dissipation or financial misconduct. [172] In these circumstances, I am satisfied that the Defendants' offer of undertakings provides adequate interim protection. The undertakings address the only concrete concern that has any immediacy - namely, that liquidation proceeds, if and when received, should not be dealt with or dissipated pending the determination of the substantive disputes. XII. TIMING AND URGENCY [173] The timing of the Plaintiffs' application raises legitimate questions about the genuineness of the alleged urgency. [174] The subsidiaries GESB and ZZP were wound up pursuant to orders made on 15.1.2016 - over nine years ago. The plantation lands owned by these subsidiaries were sold in 2023 - over two years ago. The current directors were appointed on 6.11.2019 and 30.12.2024 respectively. S/N m2mnA7nuREWcWFayxqpZrg [175] If there was truly an imminent risk of asset dissipation requiring urgent intervention, one would have expected the Plaintiffs to seek the appointment of an R&M in Suit 523, which was filed in 2022 and in which all the same parties and issues are involved. [176] The fact that the Plaintiffs waited until May 2025 to suddenly claim that there was an “imminent” risk requiring ex parte relief undermines the credibility of their assertions of urgency. The temporal pattern suggests that factors other than genuine emergency may have motivated the timing of this application. XIII. CONFLICT OF INTEREST CONCERNS [177] Substantial conflict of interest concerns arise in relation to the proposed R&M, Mr Ng Eng Kiat. [178] In Fielding v Seery & Anor, Maddocks J held that a liquidator should not be the nominee of a person against whom the company has hostile or conflicting claims. At paragraph [33(5)], His Lordship stated: “More specifically the liquidator should not be the nominee of a person: (a) against whom the company has hostile or conflicting claims...; or (b) whose conduct in relation to the affairs of the company is under investigation.” S/N m2mnA7nuREWcWFayxqpZrg [179] This principle has been adopted by the Malaysian courts in Abdul Rahman bin Ismail v Pembangunan Qualicare Sdn Bhd, by the Singapore Court of Appeal in Rashmi Bothra and by the Federal Court of Malaysia in Ooi Woon Chee. [180] In the present case, the R&M was nominated by parties (the Plaintiffs) who have hostile claims against ZZH. The Plaintiffs are suing ZZH in the present proceedings and in Suit 523. They are challenging the legitimacy of ZZH's current board and seeking to displace the directors. [181] A letter dated 27.5.2025 from the R&M's solicitors to the liquidators of GESB and ZZP stated that the R&M did not intend to take a position in the present proceedings. This raises serious concerns about the R&M's willingness and ability to represent ZZH's interests in litigation where ZZH is a defendant. [182] In a letter dated 27.5.2025 from the R&M's solicitors to ZZH's existing solicitors in Suit 523, the R&M indicated that those solicitors were not in a position to represent ZZH in Suit 523 or Appeal 761. This would have the effect of leaving ZZH undefended in crucial litigation brought by the very parties who secured the R&M's appointment. [183] The classic maxim that “justice must not only be done but also seen to be done” raises legitimate concerns about the apparent independence of an officer appointed in such circumstances. The R&M's conduct demonstrates that this S/N m2mnA7nuREWcWFayxqpZrg is not merely a theoretical concern but one that has materialised in practice. [184] The Federal Court in Ooi Woon Chee reinforced that “the liquidator must be independent and be seen to be independent. In other words, there cannot be an actual or apparent conflict.” Applying this principle, I find that there is at the very least an apparent conflict in the present case. XIV. ABUSE OF PROCESS CONSIDERATIONS [185] The Defendants relied on the Federal Court's decision in Sibu Slipway Sdn Bhd v Yii Chee Ming & Ors, where proceedings were found to have been filed for collateral purposes to frustrate other litigation. [186] At paragraph [25] of that judgment, the Federal Court observed: “The foregoing paragraphs explain succinctly the definition of an abuse of process of the court. Applied to the facts of our case, as stated earlier, it is clear that the winding up petitions were filed for a collateral purpose, namely to frustrate firstly, the application for a preservation of assets in suit 16/3, and secondly, the joint trial of the nine suits in the Kuching High Court.” [187] The timing and circumstances of the present application raise similar concerns. The matters that the Plaintiffs rely upon to justify the R&M appointment - the composition of the board, the shareholding disputes, the failure to file S/N m2mnA7nuREWcWFayxqpZrg accounts - are all matters that have been or could be raised in Suit 523. [188] The current directors have been in office since 2019, and the liquidation of the subsidiaries has been ongoing since the winding-up orders were made on 15.1.2016. There is no explanation for why the Plaintiffs waited until May 2025 to seek an R&M appointment, and why they chose to do so by way of a fresh originating summons rather than by application in Suit 523 where all parties and issues are already before the court. [189] Whilst I do not make a definitive finding of abuse of process at this interlocutory stage, these considerations weigh against the grant of ad interim relief that would effectively pre-empt or circumvent the proceedings in Suit 523. XV. BALANCE OF CONVENIENCE [190] Weighing all the factors discussed above, I find that the balance of convenience decisively favours refusing the ad interim order. [191] On one side of the scale: a) The Plaintiffs' concerns about potential asset dissipation are speculative and unsupported by evidence of past misconduct; S/N m2mnA7nuREWcWFayxqpZrg b) The liquidation proceeds have not yet been received and are not expected imminently; c) The joint liquidators will seek court directions before any distribution; d) The Defendants have offered comprehensive undertakings; e) ZZH is a dormant holding company with no active operations requiring management; and f) The shareholding and directorship disputes are being litigated in Suit 523. [192] On the other side of the scale: a) Continuing the R&M appointment would cause irreparable harm to the Defendants by potentially leaving ZZH unrepresented in crucial litigation in Suit 523; b) The R&M was appointed at the instance of parties who are in active litigation against ZZH; c) The appointment creates an apparent conflict of interest; S/N m2mnA7nuREWcWFayxqpZrg d) The appointment was made pursuant to an order that was procedurally improper; e) Granting ad interim relief would effectively perpetuate the effects of a flawed order; and f) The appointment would impose substantial costs on a dormant company. [193] The Plaintiffs' authorities, such as Saling Lau Bee Chiang and Sek Ann Thong, are distinguishable on their facts. Those cases involved active businesses with evidence of ongoing mismanagement and urgent need to preserve assets. The present case involves a dormant holding company with no active operations, no immediate threat to assets, and no evidence of urgent mismanagement requiring immediate intervention. [194] Applying the test in Pentamaster and Express Senibudaya, I find that both exceptions to the general rule for granting ad interim injunctions are satisfied. Whilst there may be serious issues to be raised at the inter partes hearing regarding the substantive grounds for an R&M appointment, there is no fear that the Defendants will take urgent and immediate action affecting the Plaintiffs' rights. The Defendants have offered undertakings, the liquidation proceeds have not been received, and the joint liquidators will seek court directions before any distribution. S/N m2mnA7nuREWcWFayxqpZrg XVI. ALTERNATIVE REMEDIES [195] I am satisfied that the Defendants' offer of undertakings provides adequate interim protection without the draconian consequences of an R&M appointment. [196] The Defendants offered comprehensive undertakings: a) Not to deal with, dissipate, or distribute any proceeds from the liquidation of GESB and ZZP that may be received by ZZH pending the determination of the inter partes application or further order of the court; b) Not to make any changes to the shareholding or directorship of ZZH pending the determination of the inter partes application or further order of the court; c) To immediately notify the court and seek directions before dealing with any liquidation proceeds if received. [197] These undertakings address the only concrete concern that has any immediacy - namely, that liquidation proceeds, if and when received, should not be dealt with or dissipated pending the determination of the substantive disputes between the parties. S/N m2mnA7nuREWcWFayxqpZrg [198] Given that ZZH is a dormant company with no active operations, that any liquidation proceeds are not expected imminently, that the joint liquidators will seek court directions before distribution, and that there is no evidence of any urgent business decisions requiring immediate attention, these undertakings provide a proportionate response that protects legitimate interests without the invasive and potentially harmful consequences of displacing the current management through an R&M appointment. XVII. CONCLUSION ON PART B [199] For the reasons set out above, I find that the Plaintiffs have failed to establish the necessary grounds for an ad interim order continuing the appointment of an R&M over ZZH. [200] The status quo that requires preservation is the current management structure of ZZH, which is a dormant holding company with no active operations. The alleged asset in jeopardy is not yet in the company's possession and is not expected to be transferred imminently. Alternative remedies in the form of undertakings provide adequate protection without the drastic consequences of an R&M appointment. [201] Continuing the R&M appointment would cause irreparable harm to the Defendants by potentially leaving ZZH unrepresented in crucial litigation, whilst the appointment was made at the instance of parties who are in active litigation against ZZH. The evidence shows that the R&M S/N m2mnA7nuREWcWFayxqpZrg had already indicated that ZZH would be left unrepresented in crucial litigation in Suit 523. [202] The Plaintiffs' authorities are distinguishable on their facts and do not support the grant of relief in circumstances where there is no active business, no immediate threat to assets, and no evidence of urgent mismanagement requiring immediate intervention. [203] Applying the test in Pentamaster and Express Senibudaya, I find that both exceptions to the general rule for granting ad interim injunctions are not satisfied. [204] Accordingly, I dismiss the Plaintiffs' application for an ad interim order. The appointment of Mr Ng Eng Kiat as R&M over ZZH, having lapsed by operation of my earlier decision, shall not be continued pending the inter partes hearing. XVIII. FINAL ORDERS [205] I accept the Defendants' offer of undertakings and order as follows: A. Undertakings [206] The Defendants undertake to the court as follows: S/N m2mnA7nuREWcWFayxqpZrg a) Not to deal with, dissipate, or distribute any proceeds from the liquidation of GESB and ZZP that may be received by ZZH pending the determination of the inter partes application fixed for 22.7.2025 or further order of the court; b) Not to make any changes to the shareholding or directorship of ZZH pending the determination of the inter partes application or further order of the court; c) In the event that any liquidation proceeds are received by ZZH, to immediately notify the court and seek directions before dealing with such proceeds. B. Consequential Orders [207] I further order that: a) Mr Ng Eng Kiat shall, through the Plaintiffs' solicitors, directly deliver to the solicitors for the 2nd, 3rd and 4th Defendants (Messrs Celine & Oommen) all assets, properties, documents, records, and papers of ZZH that he has taken into his custody as Receiver and Manager, together with an affidavit filed in court deposing to the documents and items that have been returned; b) Mr Ng Eng Kiat shall notify all parties, institutions, and organisations that he has previously notified of S/N m2mnA7nuREWcWFayxqpZrg his appointment that he has ceased to be the Receiver and Manager of ZZH and c) Mr Ng Eng Kiat shall withdraw all appointments of legal representatives on behalf of ZZH whether in these proceedings or any other proceedings where ZZH is a party, and revoke any instructions given to existing solicitors of ZZH. C. Costs [208] There shall be no order as to costs. 11 November 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court (Commercial Division) S/N m2mnA7nuREWcWFayxqpZrg Counsel: For the Plaintiff: Terence Chan with Aneera Chowdhury and Lu Yiing Suey (Messrs A.J. Chowdury) For the 2nd, 3rd and 4th Defendants: Celine Chelladurai with Nabil Nafis (Messrs Celine & Oommen) S/N m2mnA7nuREWcWFayxqpZrg