1. ) Golden Plus Holdings Berhad v 1. ) China Idea Development Limited (WA-22NCC-605-12/2020)

GOLDEN PLUS HOLDINGS BERHAD (Company No. 198401000555

GOLDEN PLUS CONSTRUCTION SDN BHD (Company No. 199301030087

GOLDEN PLUS (BVI) PTE LTD (British Virgin Islands Company No. 126387)

SRI SERDANG SDN BHD (Company No. 197601000972 (26965-

D)) PARADIZE BAZAAR SDN BHD (Company No. 199501039962

VENICE HEIGHTS SDN. BHD. (Company No. 201401028069

HANPOPULAR SDN. BHD. (Company No. 201401028022

YANFULL INVESTMENTS LIMITED (Company No. 432136)

YANFULL (SHANGHAI) CO. LTD. (Company No. 913100006072589999) ... PLAINTIFFS

CHINA IDEA DEVELOPMENT LIMITED (Hong Kong Company No.: 1130588)

PACIFIC VICTOR INTERNATIONAL LTD (Hong Kong Company No.: 890052)

PERSONAL REPRESENTATIVES OF

TEH WEI KIAN (NRIC No.: 960531-43-5109)

TEH CHIAO EING, VALARIE (British Passport No.: GBR 548371510)

WU KWOK YING, MARIA (British Passport No.: GBR 548181044)

GOH SIN TIEN (NRIC No.: 500925-08-5335)

HUANG GUOQUAN (PRC Passport No.: EB7450450)

HUANG GUOYUAN (PRC Passport No.: E90189947)

YONG CHOOI LAN (NRIC No.: 690802-10-5332)

TAN SAY HAN (NRIC No.: 521023-08-5443)

SHIU FAI FONG (NRIC No.: 640422-12-5248)

PERSONAL REPRESENTATIVES OF

PERSONAL REPRESENTATIVES OF

PERSONAL REPRESENTATIVES OF (CHINA WILL) ... DEFENDANTS GROUNDS OF JUDGMENT 12th Defendant's Application for Stay of Execution (Enclosure 704) INTRODUCTION [1] Before the court is the 12th Defendant's Notice of Application dated 11.4.2025 (Enclosure 704) seeking a stay of execution of the judgments of this ** dated 13.3.2025 and 10.4.2025 pending appeal to the Court of Appeal. [2] The 12th Defendant, Shiu Fai Fong, filed her affidavit in support on 11.4.2025 and the Plaintiffs filed their affidavit in reply on 25.4.2025. Subsequently, the 12th Defendant filed her affidavit in reply on 7.5.2025. Both parties filed comprehensive written submissions and presented oral arguments before this court. S/N HBt0hTcJzkmcosT19yAyGQ [3] The application specifically seeks a stay of minutes 4 to 11 of the judgment dated 13.3.2025, which include the account and inquiry, monetary damages totalling over RM135 million, and costs orders, as well as the costs order dated 10.4.2025. The injunction orders in minutes 1, 2, and 3 are not part of this stay application and will remain in full force and effect. BACKGROUND FACTS [4] This matter arises from a complex commercial dispute that has been ongoing since December 2020. On 13.3.2025, this court delivered judgment in favour of the Plaintiffs, followed by a costs order on 10.4.2025. [5] The judgment ordered various reliefs against the Defendants including injunctions, an account and inquiry, a tracing order, a declaratory order, and substantial monetary awards. The monetary judgment comprises approximately 201 million Renminbi (equivalent to approximately RM129- 130 million) plus costs of RM150,000 and disbursements of RM1,181,257.56, totalling over RM135 million. [6] The judgment creates joint and several liability amongst the Defendants, meaning the Plaintiffs can pursue enforcement for the entire sum against any of the Defendants, including the 12th Defendant, who could therefore be required to pay the full amount of the judgment sum. There has been no S/N HBt0hTcJzkmcosT19yAyGQ specific identification by the Plaintiffs of which Plaintiff would receive what portion of the judgment sum. [7] On 11.4.2025, the 12th Defendant filed a Notice of Appeal to the Court of Appeal against the entirety of the judgment. She subsequently filed the present application seeking a stay of execution pending the determination of her appeal. [8] The Plaintiffs are a group of companies incorporated in various jurisdictions including Malaysia, British Virgin Islands, Hong Kong, and China. The 1st Plaintiff is the holding company of the 2nd, 4th and 5th Plaintiffs, with business operations predominantly based in China, as this court specifically found in paragraph 509 of the main judgment delivered on 13.3.2025. The 3rd Plaintiff is incorporated in the British Virgin Islands, the 8th Plaintiff is incorporated in Hong Kong, and the 9th Plaintiff is incorporated in China. None of these foreign Plaintiffs hold any assets within Malaysia. RESPECTIVE PARTIES' SUBMISSIONS The 12th Defendant's Submissions [9] The 12th Defendant contends that there are special circumstances warranting a stay of execution. She argues that the substantial judgment sum of over RM135 million would require her to liquidate significant assets including shares and potentially immovable property, placing her in a S/N HBt0hTcJzkmcosT19yAyGQ state of poverty and potentially rendering her appeal nugatory. [10] The 12th Defendant submits that there is a real risk that the judgment monies, once paid to the Plaintiffs, would be difficult to recover if her appeal succeeds. This is because the Plaintiffs operate in multiple jurisdictions including China and the British Virgin Islands, where there are no reciprocal enforcement arrangements with Malaysia as evidenced by the First Schedule to the Reciprocal Enforcement of Judgments Act 1958. [11] She points to the existence of a winding-up petition against the 1st Plaintiff where interim liquidators were appointed (though subsequently stayed) as creating serious risk about the possibility of recovery. The 12th Defendant argues that a liquidator would be obliged to deal with the assets of the company in accordance with statutory priorities, and her claim for restitution would rank as an unsecured claim in any liquidation. [12] The 12th Defendant further submits that since the judgment sums are to be paid on a joint and several basis, this may result in the Plaintiffs collecting the judgment sums from multiple Defendants simultaneously, potentially leading to the Plaintiffs collecting sums exceeding the total judgment sums awarded. She contends that there is no assurance that any sums paid into a stakeholder account would be S/N HBt0hTcJzkmcosT19yAyGQ segregated or appropriately refunded if over-collection occurs. [13] The 12th Defendant avers that she was merely an employee of the 1st Plaintiff and does not have the financial capability to pay the judgment sum of over RM135 million. She points to evidence that the Plaintiffs have already garnished her bank account and issued a letter of demand dated 17.4.2025 demanding payment of costs of RM150,000 and disbursements of RM1,181,257.56. She contends that if required to pay immediately, she would face a real risk of bankruptcy proceedings, which would deprive her of the opportunity to pursue her appeal. [14] The 12th Defendant submits that the existing injunctions granted by this court in the main judgment provide protection against dissipation of assets within the broader estate and corporate structure, and these injunctions will remain in full force and effect even if a stay is granted. The Plaintiffs' Submissions [15] The Plaintiffs oppose the stay application, arguing that the 12th Defendant has failed to demonstrate any special circumstances justifying a departure from the general rule that successful parties should not be deprived of the fruits of their litigation. S/N HBt0hTcJzkmcosT19yAyGQ [16] The Plaintiffs contend that this is a monetary judgment and execution is a natural process following judgment. They argue that the 12th Defendant's fears about recovery are speculative and without merit, characterising them as nothing more than “fear of losing”. They submit that the 1st Plaintiff is a Malaysian company serving as the holding company for the group, and that the Golden Plus Group is commercially solvent. [17] The Plaintiffs propose an alternative solution whereby the 12th Defendant could deposit the judgment sum into the Plaintiffs' solicitors' client account as stakeholders in an interest-bearing account pending the appeal outcome. They argue that this arrangement would neutralise any risk of restitution and address the 12th Defendant's concerns. [18] The Plaintiffs argue that the winding-up petition against the 1st Plaintiff is not based on insolvency but on allegations of mismanagement, and that the company has demonstrated financial viability since reconstitution of its board. They submit that the 1st Plaintiff's current assets exceed its current liabilities by RM254,675,000.00 as at 31.12.2023, with group cash and cash equivalents sitting at RM1,302,187,000.00. [19] The Plaintiffs further submit that the 12th Defendant has painted a misleading picture of the Plaintiffs' financial health by looking at each Plaintiff in isolation, when they should be considered as a group. They argue that the 12th S/N HBt0hTcJzkmcosT19yAyGQ Defendant's allegations regarding the risk of non-recovery are wholly unsupported by evidence and speculative at best. ANALYSIS AND FINDINGS OF THE COURT Size of Judgment Sum and Impact on 12th Defendant [20] The 12th Defendant argues that the substantial judgment sum of over RM135 million would necessitate liquidation of her assets and place her in a state of poverty, potentially rendering her appeal nugatory. The Plaintiffs respond that this amounts to nothing more than “fear of losing” and that such concerns can be addressed through the stakeholder arrangement they have proposed. [21] This court finds that the sheer magnitude of the judgment sum is a relevant consideration in determining whether special circumstances exist to warrant a stay of execution. At over RM135 million, this is not merely a substantial judgment but an extraordinarily large sum that would require the 12th Defendant to liquidate significant assets to satisfy. The judgment amount represents approximately 201 million Renminbi, making this one of the largest monetary judgments in recent commercial litigation. [22] The case of Cheong Wai Kwan & Anor v Pentadbir Tanah Petaling & Anor; Pentadbir Hakmilik Tanah Negeri Selangor & Anor (Third Parties) [2021] 4 CLJ 422 is instructive on this S/N HBt0hTcJzkmcosT19yAyGQ point. In that case, the High Court granted a stay of execution noting that whilst a stay ought not to be entertained merely on the ground that recovery may be doubtful, “the amount involved is nonetheless a relevant consideration” and “the likelihood of the applicants being put to some inconvenience in recovering cannot be dismissed”. The High Court held that such recovery might well involve expense and effort on the part of the applicants. The amount involved in that case was RM19,378,590.00 with interest at 5% until actual payment. In the present case, the judgment sum is more than seven times larger. If the court in Cheong Wai Kwan found that an amount of approximately RM19 million warranted consideration as a relevant factor in granting a stay, the judgment sum in the present case, being of such extraordinary magnitude, is plainly a matter which this court must weigh carefully in the exercise of its discretion. [23] The court accepts the 12th Defendant's evidence that she does not have RM135 million readily available and that payment would necessitate liquidation of assets including shares and potentially immovable property. Importantly, the court notes that even if monies could be repaid in the event of a successful appeal, the liquidation of assets is not a process that can simply be reversed by the repayment of monies. Specific assets, once sold, may be irretrievably lost to the 12th Defendant even if she ultimately succeeds on appeal and the judgment monies are returned to her. The 12th Defendant would not be in a position to recover the S/N HBt0hTcJzkmcosT19yAyGQ particular assets that might have been liquidated, especially unique assets such as immovable property. [24] The court rejects the Plaintiffs' characterisation of the 12th Defendant's concerns as merely “fear of losing”. The present case is distinguishable from Ming Ann Holdings Sdn Bhd v Danaharta Urus Sdn Bhd [2002] 3 MLJ 49 relied upon by the Plaintiffs. In that case, the Court of Appeal was considering an application by a corporate applicant which had made only bare allegations without evidence that the respondent was not in a financial position to repay the applicant if need be. Critically, the Court of Appeal (per Abdul Hamid Mohamad JCA) emphasised that “it must be remembered that the judgment is a money judgment. There is not even an allegation, what more evidence, that the respondent is not in a financial position to repay the applicant if it need be.” The Court of Appeal noted that the respondent in that case was Danaharta Urus Sdn Bhd, a substantial entity with the financial capability to repay. In the present case, by contrast, the 12th Defendant is not a company but an individual, and as will be addressed in detail below, there are genuine concerns about the recoverability of judgment monies arising from foreign elements and jurisdictional barriers. S/N HBt0hTcJzkmcosT19yAyGQ Risk of Non-Recovery Due to Foreign Elements and Jurisdictional Barriers [25] The 12th Defendant submits that there is a real risk of non-recovery due to the foreign elements in this case. She contends that the 3rd Plaintiff is incorporated in the British Virgin Islands, the 9th Plaintiff is incorporated in China, and the 8th Plaintiff is incorporated in Hong Kong. The 12th Defendant emphasises that none of these foreign Plaintiffs hold any assets within Malaysia and are ordinarily resident outside the jurisdiction of this court. [26] The 12th Defendant submits that Malaysia does not have reciprocal arrangements with the British Virgin Islands or China for the enforcement of judgments or orders, as evidenced by the First Schedule to the Reciprocal Enforcement of Judgments Act 1958. She contends that in the event she succeeds in her appeal, she would have to initiate fresh proceedings in the British Virgin Islands and China to attempt recovery of the judgment sums and costs. The 12th Defendant submits that this would be a lengthy and expensive process, with a slim chance of recovery. [27] The 12th Defendant further submits that the 1st Plaintiff's business operations are predominantly based in China. She contends that there is a real and substantial risk that the 1st Plaintiff may transfer the judgment sums and costs, once paid, to its foreign subsidiaries. Given that the 2nd, 4th and 5th Plaintiffs are wholly owned subsidiaries of the 1st S/N HBt0hTcJzkmcosT19yAyGQ Plaintiff whose business operations are predominantly based in China, the 12th Defendant argues that if the judgment is enforced, this would lead to a situation where the amounts paid are irrecoverable. [28] The 12th Defendant submits that since the judgment sums are to be paid on a joint and several basis, there is a real risk that any part of the judgment sum may be transferred within the group to other companies, making recovery uncertain and complicated. She argues that the proper approach is to look at each Plaintiff in isolation and individually as each Plaintiff is a separate legal entity. [29] The Plaintiffs respond that the 12th Defendant's allegations are wholly unsupported by evidence and speculative at best. They emphasise that the 1st Plaintiff is a Malaysian company serving as the holding company for the group, and that the Golden Plus Group is commercially solvent. The Plaintiffs argue that the 12th Defendant has painted a misleading picture by separating the Plaintiffs and looking at them in isolation. [30] The court finds that the foreign elements in this case create genuine concern about recoverability. The undisputed facts establish that the 3rd Plaintiff is a British Virgin Islands company, the 9th Plaintiff is incorporated in China, and the 8th Plaintiff is incorporated in Hong Kong. None of these foreign Plaintiffs hold any assets within Malaysia. Whilst the S/N HBt0hTcJzkmcosT19yAyGQ 1st Plaintiff is incorporated in Malaysia, it operates predominantly in China through its subsidiaries. [31] The critical factor that distinguishes this case from the ordinary monetary judgment is the absence of reciprocal enforcement arrangements between Malaysia and the relevant foreign jurisdictions. This is a matter of fact that can be verified by reference to the First Schedule to the Reciprocal Enforcement of Judgments Act 1958. Neither the British Virgin Islands nor the People's Republic of China are listed as countries with which Malaysia has reciprocal enforcement arrangements for judgments. This is not speculation; it is an established legal reality that creates significant jurisdictional barriers to enforcement. [32] The principle that difficulty in recovering judgment monies from foreign jurisdictions constitutes a special circumstance is well-established in our jurisprudence. As stated in Kosma Palm Oil Mill at page 267, citing from Rosengrens Ltd v Safe Deposit Centres Ltd (unreported, 19 July 1984, CA, Lexis Nexis): special circumstances may include situations where “there is a likelihood that the money the subject of the judgment, if paid over, would go to a foreign jurisdiction where the defendant would have difficulty recovering it.” [33] This principle was applied by the Court of Appeal in Ngan Chin Wen v Panin International Credit (S) Pte Ltd [2003] 3 CLJ 569 at 574, where the ** held: “Further, for the applicant, it is argued that the respondent which was based S/N HBt0hTcJzkmcosT19yAyGQ in Singapore did not have assets within the jurisdiction of this court. The judgment sum was substantial. If the applicant were to settle the judgment sum, there is strong likelihood that the applicant may not be compensated or restituted in the event of the applicant succeeding in the appeal. This would render the applicant's appeal nugatory. We agree.” [34] More recently, in United Overseas Bank (China) Limited, Chengdu Branch v Siow Kwang Joon @ Siow Kwong Shang [2021] 8 MLJ 704 at 708, the High Court, relying on Kosma Palm Oil Mill and Rosengrens, held that where the plaintiff was a foreign company incorporated under the laws of the People's Republic of China without assets in Malaysia, and there was no reciprocal enforcement of judgment agreement between China and Malaysia as evident from a perusal of the First Schedule to the Reciprocal Enforcement of Judgments Act 1958, there was indeed a real risk that the defendant would not be able to recover the judgment sum from the plaintiff in the event the defendant succeeded on appeal. [35] The authorities establish a clear line of jurisprudence that recognises the difficulty of recovering judgment monies from foreign jurisdictions without reciprocal enforcement arrangements as a special circumstance. The question is whether the facts of this case bring it within this principle. S/N HBt0hTcJzkmcosT19yAyGQ [36] The court finds that they do. The judgment creates joint and several liability, meaning the Plaintiffs can pursue the entire sum of over RM135 million against the 12th Defendant. Given the magnitude of this sum, if the 12th Defendant pays and the judgment monies are transferred to any of the Plaintiffs operating in the British Virgin Islands, China, or Hong Kong, the 12th Defendant would face formidable obstacles to recovery in the event of a successful appeal. [37] The court accepts the 12th Defendant's submission that she would be required to initiate fresh proceedings in the British Virgin Islands and China to attempt recovery from the 3rd and 9th Plaintiffs respectively. This is not merely a theoretical concern. The absence of reciprocal enforcement arrangements means that the judgment of this court, even if the 12th Defendant's appeal succeeds, would not be automatically enforceable in those jurisdictions. The 12th Defendant would have to commence entirely new proceedings, prove her case afresh, and face the uncertainties and substantial costs associated with litigation in foreign jurisdictions under foreign laws. [38] The Plaintiffs' argument that the court should consider the group of companies collectively rather than looking at each Plaintiff in isolation does not address this fundamental concern. Under the judgment, the 12th Defendant's liability is joint and several. There has been no specific identification by the Plaintiffs of which Plaintiff would receive what portion of the judgment sum. This creates an S/N HBt0hTcJzkmcosT19yAyGQ additional element of uncertainty. Any one of the Plaintiffs can demand the full judgment sum from the 12th Defendant. If the 12th Defendant pays the judgment sum to one or more of the Plaintiffs, and her appeal subsequently succeeds, she would need to seek recovery from those Plaintiffs to whom payment was made. However, if the judgment sum, or any portion thereof, were to be paid to the 3rd or 9th Plaintiffs, recovery would be extremely difficult due to the absence of reciprocal enforcement arrangements. [39] This is not a case where the plaintiff is a single foreign entity without any connection to Malaysia. However, it is equally not a case where the Plaintiffs are purely domestic entities with all their assets and operations within the jurisdiction. The reality lies between these extremes: the Plaintiffs are a group of companies spanning multiple jurisdictions, with the parent company incorporated in Malaysia but operating predominantly in China, and with subsidiary companies incorporated in the British Virgin Islands, Hong Kong, and China, none of which have assets in Malaysia. Given the joint and several nature of the judgment, the corporate structure, and the geographical location of operations and assets, there is a real and substantial risk that the judgment monies would leave this jurisdiction and become irrecoverable. S/N HBt0hTcJzkmcosT19yAyGQ [40] The authorities cited by the 12th Defendant establish that this scenario falls squarely within the recognised category of special circumstances that justify a stay. The court in United Overseas Bank (China) Limited confronted a factually similar situation involving a Chinese plaintiff without assets in Malaysia and the absence of reciprocal enforcement arrangements. The High Court held that these factors created a real risk of non-recovery warranting a stay. The present case is, if anything, more complex given the multiplicity of Plaintiffs across different jurisdictions and the very substantial quantum involved. [41] The court concludes that the 12th Defendant has established special circumstances warranting a stay of execution based on the real risk of non-recovery due to foreign elements and jurisdictional barriers. The absence of reciprocal enforcement arrangements with China and the British Virgin Islands, combined with the fact that several of the Plaintiffs are incorporated in these jurisdictions and hold no assets in Malaysia, and that the 1st Plaintiff operates predominantly in China, creates a genuine and substantial risk that the 12th Defendant would be unable to recover the judgment monies in the event her appeal succeeds. Financial Position of Plaintiffs and Winding-Up Proceedings [42] The 12th Defendant points to the existence of winding-up proceedings against the 1st Plaintiff as evidence of financial instability. She submits that a winding-up petition was filed S/N HBt0hTcJzkmcosT19yAyGQ against the 1st Plaintiff, and that interim liquidators were appointed on 2.6.2023, though this appointment was subsequently stayed by consent order dated 21.8.2023 pending determination of the underlying suit. [43] The 12th Defendant contends that if a winding-up order were to be made against the 1st Plaintiff and the 12th Defendant had already paid the judgment sum, a liquidator would be obliged to deal with the assets of the company in accordance with the statutory priorities set out in the relevant insolvency legislation. The 12th Defendant's claim for restitution of judgment monies paid pursuant to a judgment which was subsequently overturned on appeal would rank as an unsecured claim in any liquidation. There would be no guarantee that the 12th Defendant would recover the full amount, or indeed any amount, particularly given the substantial quantum of over RM135 million. [44] The Plaintiffs respond that the winding-up petition is not based on insolvency but on allegations of mismanagement and on the basis that it is just and equitable for the company to be wound up. The Plaintiffs submit that the 1st Plaintiff has demonstrated financial viability since reconstitution of its board, with current assets exceeding current liabilities by RM254,675,000.00 as at 31.12.2023, and group cash and cash equivalents of RM1,302,187,000.00. S/N HBt0hTcJzkmcosT19yAyGQ [45] The court is mindful of the Plaintiffs' submission that the 1st Plaintiff has demonstrated financial viability since reconstitution of its board. However, the court finds that this submission does not adequately address the concerns arising from the pending winding-up proceedings. Financial viability at a particular point in time does not preclude the possibility of a winding-up order being made on just and equitable grounds. The winding-up petition against the 1st Plaintiff is brought on allegations of mismanagement and on the basis that it is just and equitable for the company to be wound up. These are distinct grounds from insolvency. A company may be financially viable in terms of assets exceeding liabilities, yet nonetheless be subject to a winding-up order on just and equitable grounds if the court hearing the winding-up petition concludes that it is appropriate to do so in the circumstances. [46] The court further notes that in the main judgment delivered on 13.3.2025, this court granted an injunction restraining the Defendants from, amongst other things, proceeding with or taking any further action or howsoever relying on any petition already filed in the event a winding-up action has been commenced against the Plaintiffs. This injunction was granted in light of the court's findings that the Defendants engaged in the artificial creation of debt with the ultimate purpose of using such fabricated debt as a vehicle to gain control over the Golden Plus Group, and that the Defendants intended to abuse the winding-up process not as a legitimate means of debt recovery, but as a tactical S/N HBt0hTcJzkmcosT19yAyGQ manoeuvre to either gain control of the Golden Plus Group or destroy its corporate structure. The fact that this court found it necessary to grant such an injunction reinforces the concern that there are real risks associated with winding-up proceedings against the Plaintiffs. [47] The court has carefully considered the evidence regarding the 1st Plaintiff's financial position, including the appointment and subsequent stay of interim liquidators. The fact that interim liquidators were appointed, albeit subsequently stayed, demonstrates that the concerns were sufficiently serious to warrant judicial intervention. While the Plaintiffs have provided evidence of improved financial position since reconstitution of the board, the underlying winding-up proceedings remain pending. This creates an additional layer of uncertainty about the Plaintiffs' ability to repay judgment monies in the event of a successful appeal. [48] In considering the financial position of the Plaintiffs, the court must also have regard to the fact that the judgment sum of over RM135 million is to be paid to all of the Plaintiffs on a “jointly and severally” basis. This means that any one of the Plaintiffs can demand the full judgment sum from the 12th Defendant. As noted earlier, there has been no specific identification by the Plaintiffs of which Plaintiff would receive what portion of the judgment sum. This creates an additional element of uncertainty and compounds the risks identified above. S/N HBt0hTcJzkmcosT19yAyGQ [49] The compounding effect of these factors must be appreciated. The 12th Defendant faces not merely one risk, but a confluence of risks. There is the risk that the winding-up proceedings against the 1st Plaintiff may result in a winding-up order. There is the further risk that judgment monies may be paid to Plaintiffs incorporated in foreign jurisdictions without reciprocal enforcement arrangements, as addressed earlier in this judgment. When these risks are considered cumulatively, the court finds that there is a strong likelihood that the 12th Defendant may not be compensated or restituted in the event of her succeeding in the appeal. [50] Having regard to the principle articulated in Ngan Chin Wen v Panin International Credit (S) Pte Ltd, and considering the totality of the circumstances including the existence of pending winding-up proceedings against the 1st Plaintiff, the appointment and subsequent stay of interim liquidators, the uncertainty created by the joint and several nature of the judgment, and the foreign elements involved in this case, the court finds that the 12th Defendant has established that there is a strong likelihood that she may not be compensated or restituted in the event of her succeeding in the appeal. This constitutes a special circumstance warranting the grant of a stay of execution. S/N HBt0hTcJzkmcosT19yAyGQ Inadequacy of Stakeholder Arrangement [51] The Plaintiffs propose that whatever concerns the 12th Defendant claims to have regarding the risk of not being repaid the judgment sum and costs should she succeed on appeal can be easily addressed by the 12th Defendant paying the judgment sum and costs to the Plaintiffs' counsel's firm as stakeholders, to be maintained in an interest-bearing account pending determination of the appeal. The Plaintiffs submit that in the event the 12th Defendant's appeal is dismissed, the judgment sum shall be released to the Plaintiffs in satisfaction of the judgment. On the other hand, the Plaintiffs contend that should the 12th Defendant succeed on her appeal, the judgment sum would be available to be paid back to her, and she would suffer no prejudice. The Plaintiffs assert that this proposal entirely neutralises any purported risk of restitution. [52] The 12th Defendant opposes the stakeholder proposal on several grounds. Firstly, she submits that the judgment sum and costs totalling over RM135 million are substantial, and therefore the stakeholder proposal is not feasible and is onerous on her. Secondly, the 12th Defendant contends that she does not have the financial capability to pay the judgment sum and costs. Thirdly, she submits that as she would not be in a position to pay the judgment sum and costs, the Plaintiffs would likely proceed to initiate bankruptcy proceedings against her, which would deprive her of the opportunity to pursue the appeal, thereby S/N HBt0hTcJzkmcosT19yAyGQ rendering the appeal nugatory. Fourthly, the 12th Defendant submits that since the judgment sums are to be paid on a joint and several basis, this may result in the Plaintiffs collecting the judgment sums from multiple defendants simultaneously, potentially leading to the Plaintiffs collecting sums exceeding the total judgment sums awarded, with no assurance that any sums paid into the stakeholder account would be segregated or appropriately refunded if over-collection occurs. [53] The court has carefully considered the Plaintiffs' proposal for a stakeholder arrangement and the 12th Defendant's objections thereto. The 12th Defendant has not expressly consented to this arrangement, and the court finds several concerns with its adequacy as an alternative to a stay of execution. [54] First, such an arrangement would still require the 12th Defendant to liquidate substantial assets to raise RM135 million, causing the very harm that a stay is intended to prevent. As found earlier in this judgment, the 12th Defendant does not have RM135 million readily available, and payment would necessitate the liquidation of assets including shares and potentially immovable property. The 12th Defendant would suffer irreparable prejudice through forced liquidation of assets, particularly immovable property, which cannot be undone even if her appeal succeeds. The liquidation of assets is not a process that can simply be reversed by the repayment of monies. Specific assets, once S/N HBt0hTcJzkmcosT19yAyGQ sold, may be irretrievably lost to the 12th Defendant even if she ultimately succeeds on appeal and the judgment monies are returned to her. [55] Second, as found earlier in this judgment, the evidence shows that the 12th Defendant was merely an employee of the 1st Plaintiff and does not have the financial capability to pay the judgment sum. The Plaintiffs have already garnished the 12th Defendant's bank account and issued a letter of demand dated 17.4.2025. Given the magnitude of the sum involved, there is a real risk that the 12th Defendant would face bankruptcy proceedings if required to pay immediately. If bankruptcy proceedings were to ensue, the 12th Defendant would be deprived of the opportunity to pursue her appeal, thereby rendering the appeal nugatory. The authorities recognise that where there is a real risk that bankruptcy would render an appeal nugatory, this is a factor that weighs in favour of granting a stay. [56] Third, the stakeholder arrangement does not address the fundamental issue of jurisdictional barriers to enforcement. If the 12th Defendant's appeal succeeds, she would still face the same difficulties in recovering monies from Plaintiffs operating in foreign jurisdictions without reciprocal enforcement arrangements. As found earlier in this judgment, there is a real and substantial risk that the judgment monies would leave this jurisdiction and become irrecoverable due to the absence of reciprocal enforcement arrangements with China and the British Virgin Islands, and S/N HBt0hTcJzkmcosT19yAyGQ the fact that several of the Plaintiffs are incorporated in these jurisdictions and hold no assets in Malaysia. [57] Fourth, the arrangement proposed by the Plaintiffs is essentially an attempt to obtain the fruits of their judgment whilst ostensibly providing security. However, given the foreign elements and jurisdictional complexities in this case, coupled with the joint and several nature of the liability and the risk of over-collection from multiple defendants, such an arrangement does not provide adequate protection for the 12th Defendant's interests. The court accepts the 12th Defendant's submission that there is a real risk that the Plaintiffs may collect sums exceeding the total judgment sums awarded from multiple defendants, resulting in unjust enrichment, and that there is no assurance that any sums paid into the stakeholder account would be segregated or appropriately refunded if over-collection occurs. [58] For these reasons, the court finds that the stakeholder arrangement proposed by the Plaintiffs is not an adequate alternative to a stay of execution and does not address the fundamental concerns that have been identified. Financial Position of 12th Defendant and Available Assets [59] [64] The evidence shows that the 12th Defendant was merely an employee of the 1st Plaintiff and does not have the financial capability to pay the judgment sum of over RM135 million. The Plaintiffs have already garnished the S/N HBt0hTcJzkmcosT19yAyGQ 12th Defendant's bank account and issued a letter of demand dated 17.4.2025 demanding payment of costs of RM150,000 and disbursements of RM1,181,257.56. [60] The 12th Defendant's evidence is that she does not have RM135 million readily available and would be compelled to liquidate assets to satisfy the judgment. Given the magnitude of the sum, there is a real risk that she would face bankruptcy proceedings if required to pay immediately, which would deprive her of the opportunity to pursue her appeal, thereby rendering the appeal nugatory. [61] While various assets have been identified in the broader context of the litigation, including properties and shares related to the estate of Teh Soon Seng and other entities, the 12th Defendant's personal financial position is such that immediate enforcement would cause irreparable harm through potential bankruptcy proceedings. The court must be mindful of the distinction between assets in the broader estate and corporate structure, and the 12th Defendant's personal financial resources. The 12th Defendant is sued in her personal capacity in respect of the monetary judgment, and it is her personal financial position that is relevant for the purposes of assessing the risk of bankruptcy. [62] The existing injunctions granted by this court in the main judgment provide protection against dissipation of assets within the broader estate and corporate structure. These injunctions, which remain in full force and effect, combined S/N HBt0hTcJzkmcosT19yAyGQ with the joint and several nature of the liability, provide some assurance that assets remain available to satisfy the judgment. The Plaintiffs are entitled to pursue enforcement against any of the defendants who have been found jointly and severally liable, and are not dependent solely on recovering from the 12th Defendant. The existence of these injunctions and the availability of other defendants against whom enforcement can be pursued means that the Plaintiffs' interests are not prejudiced by the grant of a stay against the 12th Defendant. [63] The court is mindful that the 12th Defendant's precarious financial position, being merely a former employee without substantial personal assets to satisfy a judgment of over RM135 million, must be weighed in the balance. The Plaintiffs' submission that the fear of bankruptcy proceedings could be eliminated by simply making payment of the judgment sum and costs is unrealistic and fails to appreciate the 12th Defendant's actual financial circumstances. The 12th Defendant simply does not have RM135 million readily available, and requiring her to satisfy this judgment immediately would necessitate the liquidation of assets and would expose her to a real risk of bankruptcy proceedings. [64] The existing injunctions granted by this court in the main judgment provide protection against dissipation of assets within the broader estate and corporate structure. These injunctions, which remain in full force and effect, provide S/N HBt0hTcJzkmcosT19yAyGQ some measure of security for the Plaintiffs' interests during the pendency of the appeal. [65] The court finds that the 12th Defendant's precarious financial position, being merely a former employee without substantial personal assets, weighs in favour of granting a stay to prevent her from being placed in an impossible position where bankruptcy would render her appeal nugatory. Alleged Inequitable Conduct [66] The Plaintiffs submit that the 12th Defendant has acted inequitably in her role as the 3rd Defendant (the personal representative of TSS's Malaysian Estate) by making attempts to dispose of properties forming the assets of TSS's Malaysian estate. The Plaintiffs point to injunction orders granted by this court on 23.12.2020 and 29.8.2022 restraining, among others, the executors of TSS's estate from distributing assets of the estates of TSS. [67] The Plaintiffs argue that the 12th Defendant, being the representative of TSS's Estate under the Malaysian Will and co-executor of the Malaysian Will, had made attempts in the course of these proceedings to dispose of properties forming the assets of TSS's Malaysian estate. The Plaintiffs contend that the 12th Defendant was put on notice that any attempt at disposing assets of TSS's estate would be in S/N HBt0hTcJzkmcosT19yAyGQ contempt and/or in circumvention of the injunction orders by stripping the estate of TSS of the value of its assets. [68] The Plaintiffs submit that the 12th Defendant's conduct reflects a pattern of disregard for the orders of this court. They argue that prior to the filing of the stay application, the 12th Defendant showed no hesitation in dealing with assets acquired using TSS's funds, or with assets belonging to companies owned or controlled by TSS, while seeking refuge in the fact that a company's assets belong to the company, knowing full well that such dealings or dissipations would effectively deprive TSS's estate of the value of its underlying assets, so as to make the Defendants judgment-proof. [69] The 12th Defendant submits that this argument is irrelevant and unfounded for several reasons. Firstly, she contends that Enclosure 704 has been filed in her personal capacity and not in her capacity as the personal representative of the Malaysian Estate of TSS. Therefore, any purported acts as the Malaysian Estate Personal Representative cannot be conflated or raised by the Plaintiffs at this stage. [70] Secondly, the 12th Defendant submits that the Plaintiffs have not painted an accurate picture of the correspondence that they are relying on. The 12th Defendant contends that the correspondence does not show that she was attempting to dispose of properties which formed the assets of the Malaysian Estate. S/N HBt0hTcJzkmcosT19yAyGQ [71] The 12th Defendant explains that the exchange of correspondence, which was approximately 2.5 years prior to the stay application, shows the following: Following the grant of probate, in her capacity as one of the executors of the late TSS's Malaysian Will, the 12th Defendant was requested to identify, ascertain, and collect the Malaysian assets of the late TSS. While she was in the midst of compiling the List of Assets and Liabilities for the Malaysian estate, this court granted an injunction on 29.8.2022 in these proceedings, restraining the personal representatives, executors, and/or administrators from distributing the assets of TSS's estate. Consequently, through her solicitors, the 12th Defendant sought the views of the solicitors for the other executors and requested a deferment of the filing of the List in the meantime. [72] Upon receiving a response from the solicitors of the other executors clarifying that the injunction order does not restrain the ascertainment and collection of TSS's estate, the 12th Defendant, through her solicitors, promptly submitted the List on 7.9.2022, setting out the assets and liabilities then within her knowledge. However, the solicitors for the other executors expressed the view that the 12th Defendant had failed to disclose certain companies, such as Atlantis Borneo Sdn Bhd and Asia World Resorts Sdn Bhd, which were partly owned by a Hong Kong company, Coast Properties Limited, in which TSS held some shares. The 12th Defendant submits that it is clear that there was merely S/N HBt0hTcJzkmcosT19yAyGQ a discussion regarding whether these companies ought to have been included in the List. [73] The 12th Defendant submits that there has been no disregard for any orders of this court. [74] The court has carefully considered the Plaintiffs' allegations of inequitable conduct and the 12th Defendant's response thereto. The court finds that the Plaintiffs' arguments on this issue are without merit and do not affect the determination of the stay application. [75] First, the court notes that the present application (Enclosure 704) has been filed by the 12th Defendant in her personal capacity, seeking a stay of execution of the judgment against her personally. The 12th Defendant is sued in her personal capacity in these proceedings, and the judgment creates personal liability against her. The Plaintiffs' allegations relate to actions purportedly taken by the 12th Defendant in her separate capacity as the personal representative of TSS's Malaysian Estate (the 3rd Defendant). These are distinct capacities, and the court finds that it is not appropriate to conflate actions taken in one capacity with an application made in another capacity. [76] Second, even if the court were to consider the Plaintiffs' allegations on their merits, the court finds that the evidence does not support the Plaintiffs' characterisation of the 12th Defendant's conduct. The correspondence relied upon by S/N HBt0hTcJzkmcosT19yAyGQ the Plaintiffs shows that the 12th Defendant, in her capacity as co-executor of TSS's Malaysian Will, was carrying out her duties to identify, ascertain, and collect the assets of the Malaysian estate following the grant of probate. This is a statutory duty imposed upon executors. [77] When the injunction order was granted on 29.8.2022, the 12th Defendant, through her solicitors, promptly sought clarification on whether the injunction order would restrain the ascertainment and collection of assets, and requested a deferment of the filing of the List of Assets and Liabilities pending such clarification. Upon receiving clarification from the solicitors for the other executors that the injunction order did not restrain the ascertainment and collection of assets, the 12th Defendant promptly submitted the List on 7.9.2022. [78] The subsequent correspondence regarding whether certain companies should have been included in the List reflects a legitimate discussion among the executors regarding the proper scope and content of the List. There is no evidence that the 12th Defendant was attempting to dispose of or dissipate assets. Rather, the evidence shows that she was attempting to comply with her statutory duties as an executor whilst being mindful of the injunction orders granted by this court. [79] The court finds no evidence of any disregard for the orders of this court by the 12th Defendant. On the contrary, the evidence shows that the 12th Defendant sought clarification S/N HBt0hTcJzkmcosT19yAyGQ regarding the scope of the injunction order and acted in accordance with the clarification received. The Plaintiffs' characterisation of this conduct as demonstrating a “pattern of disregard” is not supported by the evidence. [80] Accordingly, the court rejects the Plaintiffs' submission that the 12th Defendant has acted inequitably or that her conduct should weigh against the grant of a stay. The court finds that the Plaintiffs' allegations of inequitable conduct are unfounded and do not constitute a basis for refusing the stay application. Balancing Exercise and Proportionality [81] The court must conduct a balancing exercise between the Plaintiffs' right to the fruits of their litigation and the 12th Defendant's right to pursue her appeal without being placed in an impossible position. This requires careful consideration of the prejudice that would be suffered by each party depending on whether a stay is granted or refused. [82] The court accepts the Plaintiffs' submission that they are prima facie entitled to enforce their judgment and that the general principle is that successful parties should not be deprived of the fruits of their litigation. This principle is firmly established in the authorities and reflects the fundamental proposition that a successful litigant should be able to enjoy the benefits of a judgment in their favour. As stated by the S/N HBt0hTcJzkmcosT19yAyGQ Federal Court in Kosma Palm Oil Mill, the court will not deprive a successful party of the fruits of litigation unless the unsuccessful party can demonstrate special circumstances to justify a stay. [83] However, the court also recognises that this principle is not absolute and must give way where special circumstances are established. As the analysis above has demonstrated, the 12th Defendant has established multiple special circumstances in this case. [84] The court must also consider the relative prejudice to each party. If the stay is granted, the Plaintiffs will suffer delay in enforcing their judgment, but they will not lose their substantive rights and the existing injunctions protect against dissipation of assets. The Plaintiffs remain free to pursue other enforcement remedies against the assets that are subject to the existing injunctions and against other defendants who are jointly and severally liable. If the stay is refused, the 12th Defendant faces the prospect of forced liquidation of assets including potentially unique immovable property, the real risk of bankruptcy proceedings that would render her appeal nugatory, and the substantial risk of being unable to recover judgment monies in the event her appeal succeeds due to jurisdictional barriers. [85] The court finds that on balance, the prejudice that would be suffered by the 12th Defendant if the stay is refused significantly outweighs the prejudice that would be suffered S/N HBt0hTcJzkmcosT19yAyGQ by the Plaintiffs if the stay is granted. Requiring the 12th Defendant to satisfy a judgment of over RM135 million immediately would cause irreparable harm through forced liquidation of assets, create a real risk of bankruptcy proceedings that would render her appeal nugatory, and expose her to the substantial risk of being unable to recover the judgment monies due to jurisdictional barriers in the event her appeal succeeds. [86] On the other hand, the Plaintiffs will suffer only delay in enforcement. The court also finds that the Plaintiffs' argument that they should not be deprived of immediate enforcement must be balanced against the length of time this litigation has been ongoing and the additional delay that would result from granting a stay. The evidence shows that this litigation commenced in December 2020 and has therefore been ongoing for more than four years. The judgment was delivered on 13.3.2025 and the costs order on 10.4.2025. The 12th Defendant filed her Notice of Appeal on 11.4.2025, demonstrating her intention to pursue the appeal expeditiously. [87] A stay of execution pending the determination of the appeal would result in a delay of several more months, but in the context of litigation that has already been ongoing for more than four years, this additional delay is proportionate and will not unduly prejudice the Plaintiffs, particularly given the protection afforded by the existing injunctions that remain in force. As noted by the High Court in Cheong Wai Kwan, S/N HBt0hTcJzkmcosT19yAyGQ whilst “the amount involved is nonetheless a relevant consideration”, “the likelihood of the applicants being put to some inconvenience in recovering cannot be dismissed” and “such recovery may well involve expense and effort on the part of the applicants.” [88] The existing injunctions that remain in full force and effect provide adequate security for the Plaintiffs' interests during the pendency of the appeal. These injunctions protect against dissipation of assets within the broader estate and corporate structure. The Plaintiffs are also entitled to pursue enforcement against any of the other defendants who are jointly and severally liable, and are not dependent solely on recovering from the 12th Defendant. [89] The court therefore finds that the balance of convenience favours granting the stay. The special circumstances established in this case—namely the extraordinarily large judgment sum, the real risk of non-recovery due to foreign elements and jurisdictional barriers, the existence of winding-up proceedings against the 1st Plaintiff, the 12th Defendant's precarious financial position and the real risk of bankruptcy, together with the protection afforded by the existing injunctions—justify departing from the general rule against staying monetary judgments. [90] In reaching this conclusion, the court has carefully weighed the competing interests of both parties and has had regard to all the circumstances of this case. The court is satisfied S/N HBt0hTcJzkmcosT19yAyGQ that granting the stay is the just and proportionate course that best serves the interests of justice by enabling the 12th Defendant to pursue her appeal whilst protecting the Plaintiffs' position through the continuation of the existing injunctions. CONCLUSION AND ORDER [91] Having carefully considered all the evidence, submissions, and relevant authorities, this court finds that the 12th Defendant has established special circumstances warranting a stay of execution of the judgment. [92] The combination of the extraordinarily large judgment sum, the real risk of non-recovery due to foreign elements and jurisdictional barriers, the existence of winding-up proceedings against the 1st Plaintiff, the 12th Defendant's precarious financial position and real risk of bankruptcy, and the protection afforded by existing injunctions creates a compelling case for granting the stay. [93] The authorities clearly establish that where there is likelihood that judgment monies would go to foreign jurisdictions where recovery would be difficult, this constitutes special circumstances justifying a stay. The evidence in this case demonstrates precisely such a risk. The absence of reciprocal enforcement arrangements with China and the British Virgin Islands, combined with the fact that several of the Plaintiffs are incorporated in these S/N HBt0hTcJzkmcosT19yAyGQ jurisdictions and hold no assets in Malaysia, and that the 1st Plaintiff operates predominantly in China, creates a genuine and substantial risk that the 12th Defendant would be unable to recover the judgment monies in the event her appeal succeeds. [94] The court is satisfied that the 12th Defendant's interests cannot be adequately protected through alternative arrangements such as the stakeholder proposal, given the magnitude of the sum involved, the jurisdictional complexities, the 12th Defendant's personal financial circumstances, and the real risk of bankruptcy proceedings. [95] The existing injunctions which protect against dissipation of assets within the broader estate and corporate structure provide adequate security for the Plaintiffs' interests during the pendency of the appeal. Furthermore, the Plaintiffs are entitled to pursue enforcement against any of the other defendants who are jointly and severally liable. [96] Accordingly, the 12th Defendant's application for stay of execution (Enclosure 704) is granted. [97] The stay shall apply to minutes 4 to 11 of the judgment dated 13.3.2025 and the costs order dated 10.4.2025, pending the final determination of the 12th Defendant's appeal to the Court of Appeal. S/N HBt0hTcJzkmcosT19yAyGQ [98] The injunction orders in minutes 1, 2, and 3 of the judgment shall remain in full force and effect. [99] Costs of this application shall be costs in the cause. 13 November 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court (Commercial Division) Counsel: For the Plaintiffs: Alan Adrian Gomez and P. Gananathan (with Shasha Chin Sim Cheng and Kaviscyna Balakrisnan) (Messrs Tommy Thomas) For the 7th Defendant: Serena Azizuddin (with Wong Jia Jing) (Messrs Shearn Delamore & Co)