1. ) Khoo Siew Kiat (in their capacity as Liquidators of Fusionex Capital Sdn Bhd (In Liquidation) v FUSIONEX CAPITAL SDN BHD (IN LIQUIDATION) (BA-28PW-154-07/2024)

Before this Court is the liquidators’ application dated 5 July 2024 [Enclosure 1] under Sections 461 and 484 of the Companies Act 2016 Page 1 of 7 ["CA 2016], as well as the inherent jurisdiction of this Court, for an order compelling Mr. Lam Hai Shuan [“LHS”], a former director of Fusionex Capital Sdn Bhd (In Liquidation) [‘the Company’], to submit a Statement of Affairs [“SOA”] of the Company as at 5 December 2023.

The application was allowed on 20 February 2025. LHS has since filed an appeal, prompting these written grounds. Background Facts

The Company is part of the Fusionex Group, which was acquired by Hitachi Ltd in 2020. LHS was appointed as director of the Company on 4 December 2019 and served until 5 December 2023. He resigned days before a winding-up petition was filed on 20 December 2023. The Company was wound up on 6 May 2024, with Khoo Siew Kiat and Goh Hua Yang appointed as the liquidators.

The current director of the Company, Mr. Mohd Nasarudin, was appointed on 1 December 2023. The liquidators state he has no meaningful knowledge of the Company’s affairs prior to liquidation.

The Liquidators attempted to reconstruct the Company’s financial position but encountered a dearth of documents. They believe LHS, who was part of the pre-liquidation management team, is in the best position to provide a Statement of Affairs under Form 17 of the Companies (Winding-Up) Rules 1972 (“WU Rules’). Page 2 of 7 Objections by Lam Hai Shuan

LHS opposed the application. His key arguments are as follows: a) He was merely a nominee director and not involved in the Company's operations or management; b) He was not in possession of any relevant documents or information; c) He did not receive the liquidators’ letter dated 24 May 2024 requesting the SOA and only became aware of it when served with the cause papers on 23 July 2024: d) The application was premature and procedurally defective, having been filed without a proper prior request under Rule 41 of the WU Rules; e) The reliance on section 461 CA 2016 was misconceived as it applies to voluntary winding-up; and f) The liquidators’ actions demonstrate partiality for not compelling the Hitachi-nominated directors to submit SOAs. Issues for Determination

The issues for the Court’s determination are: (a) Whether a former director can be compelled to submit an SOA under section 484 CA 2016; (b) Whether the liquidators' request and subsequent application were procedurally proper; (c) Whether LHS's status as a nominee director or his claimed lack of information relieves him of this obligation. Page 3 of 7 Findings and Analysis Legal Basis for the Application: Section 484 CA 2016

Section 484(1) CA 2016 clearly empowers the liquidator to require “any person who is or has been an officer of the company” to submit and verify a statement as to the affairs of the company. There is no ambiguity in the legislative language. It applies not only to serving directors but also to past officers.

LHS was a director of the Company for four years, up to 5 December 2023 - only 15 days before the winding-up petition. It is immaterial whether LHS resigned before the winding-up petition was presented or only thereafter. The key consideration is that he was a director during the period immediately preceding the Company's liquidation, and section 484 expressly applies to past officers. Whether LHS was Involved in Management

LHS contends he was a mere “nominee director’ and was not involved in operations. However, this assertion is unsupported by documentary evidence. He held office during a time when the Company was trading, and no credible materials have been placed before this Court to show he lacked access or oversight of the Company’s affairs.

The law does not provide an exemption from statutory duties for nominee directors. The obligations imposed by section 484 attach to the legal office held, not subjective labels of involvement. If LHS had truly been a passive director, this is a matter of mitigation when submitting the SOA, not a complete defence to the obligation. Page 4 of 7 Procedural Fairness and the Letter of 24 May 2024

LHS’s complaint that the Liquidators did not validly serve their request is misplaced. The Liquidators sent the letter to LHS’s last known address as per CCM records. This is consistent with reasonable practice and complies with Rule 41 of the WU Rules.

Even if LHS only became aware on 23 July 2024, he had more than sufficient time before the hearing in February 2025 to comply. Instead, he elected to oppose the application and did not take any steps to indicate a willingness to cooperate.

| do not accept that this application was premature. LHS's conduct— including his silence following receipt of the cause papers and absence of any alternative offer to assist—speaks to a refusal to engage rather than a lack of opportunity. Allegations of Selective Enforcement

LHS criticises the Liquidators for not pursuing the Hitachi-nominated directors. This line of attack does not absolve LHS of his personal legal duty under section 484. The obligations are individual, not comparative. That others may also owe similar duties is no defence. Conclusion

In light of the above, | find that: i. LHS was an officer of the Company within the meaning of section 484(1) CA 2016; ii. The Liquidators were entitled to seek the SOA from him; iii. The Liquidators’ request was procedurally proper and reasonable; Page 5 of 7 iv. LHS'’s objections are without merit, and his refusal to comply is unjustified.

For the foregoing reasons, the application was accordingly allowed. | therefore ordered that LHS shall, within 14 days from the date of service of this order, submit to the Liquidators a Statement of Affairs of the Company in the form prescribed under Form 17 of the Companies (Winding-Up) Rules 1972.

The costs of this application shall be borne by the Company as part of the liquidation e&penses. ated: 30 April 202 RAJA ROZELA BINTI RAJA TORAN ' Judicial C issi Muamalat and Insolvendy Court Page 6 of 7 COUNSEL Solicitors for the Respondent Skrine Level 8, Wisma UOA Damansara 50 Jalan Dungun Damansara Heights 50490 Kuala Lumpur Solicitors for the Appellant Abang & Co 32-16 Level 32, Q Sentral 2A Jalan Stesen Sentral 2 50470 Kuala Lumpur Page 7 of 7