Bursa Malaysia Securities Berhad v Maa Group Berhad (WA-24NCC-615-10/2025)

MAA GROUP BERHAD (Company No.: 199801015274 (471403-A))

CIMSEC NOMINEES (TEMPATAN) SDN BHD (Company No.: 199301010712 (0265449-P))

KNM GROUP BERHAD (Company No.: 200001018741 (521348-H))

KNM PROCESS SYSTEMS SDN BHD (Company No.: 199001008569 (200140-X)) ... DEFENDANTS GROUNDS OF JUDGMENT I. INTRODUCTION [1] This Originating Summons brings before the Court a question of some difficulty and of considerable consequence. At its narrowest, it concerns the validity of a Notice of Requisition, a Notice of an Extraordinary General Meeting, and a special resolution approving a Major Disposal. At its widest, it concerns the proper relationship between the statutory rights of shareholders conferred by the Companies Act 2016, the regulatory discipline imposed on listed issuers by the Main Market Listing Requirements, and the commercial realities of corporate rescue. The asset disposal in question is valued at approximately EUR 270 million. The resolution authorising it was approved by 93.74% of the votes cast. The disposal is said to be integral to the restructuring of the KNM group under section 366 of the Companies Act 2016. The application is filed by Bursa Malaysia Securities Berhad, the frontline regulator of the Malaysian capital market, under section 360(1)(c) of the Capital Markets and Services Act 2007 ("CMSA"). The application seeks the Court's intervention to invalidate a Notice of Requisition issued on 7 October 2025, a Notice of Extraordinary General Meeting ("EGM") issued thereafter, the EGM held on 30 October 2025 (as adjourned to 6 November 2025), and the special resolution passed at the adjourned EGM approving the disposal of the entire equity in Deutsche KNM GmbH ("DKNM") for a consideration of EUR 270 million ("the Major Disposal"). [2] The Plaintiff further seeks ancillary orders compelling the Defendants to comply with the requirements of Chapter 10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("the MMLR"), in particular Paragraph 10.11A, before any step is taken to give effect to the Major Disposal. [3] The 1st Defendant, MAA Group Berhad ("MAAG"), is a substantial shareholder of the 3rd Defendant. The 2nd Defendant, CIMSEC Nominees (Tempatan) Sdn Bhd, is a bare custodian holding shares beneficially for MAAG. The 3rd Defendant, KNM Group Berhad ("KNMG"), was at all material times until 5 November 2025 a public listed company on the Main Market of Bursa Malaysia. The 4th Defendant, KNM Process Systems Sdn Bhd ("KNMPS"), is a wholly-owned subsidiary of KNMG, being the entity which entered into the conditional sale and purchase agreement dated 27 February 2025 with NGK Insulators Ltd as vendor. [4] The questions for this Court's determination, distilled from the parties' submissions, are as follows: a) whether the Notice of Requisition issued by MAAG on 7 October 2025 was valid, having regard to the 10% paid-up capital threshold in section 311(3) of the Companies Act 2016 ("the CA 2016"); b) whether the dispute is rendered academic by the delisting of KNMG with effect from 5 November 2025; c) whether requisitionists exercising the default power of convening under section 313 of the CA 2016 are bound to comply with the obligations of Chapter 10 of the MMLR which fall upon the listed issuer; and d) whether, assuming any procedural irregularity, that irregularity occasioned substantial injustice such that section 582 of the CA 2016 does not save the proceedings of the EGM and the special resolution thereat. [5] Stating the outcome at the outset, this Court dismisses the Originating Summons. There is no order as to costs. The reasons follow. II. PRELIMINARY MATTERS A. Enclosure 41 — Application by Solicitors for the 3rd and 4th Defendants to be Discharged [6] On 12 May 2026, learned solicitors then acting for the 3rd and 4th Defendants filed Enclosure 41, being an application for an order discharging them from acting further in these proceedings. The application came on for hearing immediately before the substantive Originating Summons. [7] Two matters were apparent on the face of the application. Firstly, Enclosure 41 had been served only by electronic mail. There was no physical service of the application or the supporting affidavit upon the affected parties. Secondly, the application was made on the eve of the substantive hearing of the Originating Summons. [8] This Court finds that service exclusively by electronic mail, without physical service, did not amount to good service in the circumstances of this case. An application of this nature, which carries direct consequences for the proper representation of corporate Defendants in regulator-led proceedings of public interest, requires service which is regular on its face. This Court further observes that the timing of the application — coming as it did when the substantive matter was at the very point of hearing — would have caused unwarranted disruption to the orderly disposal of the Originating Summons had the application been entertained. [9] There is, further, a second and independent ground for dismissing Enclosure 41. An application of this nature requires the affected clients to be apprised, in clear terms, of the basis upon which the discharge is sought, and to be given a fair opportunity to consider their position and, if so advised, to be heard before the application is moved. On the material before this Court, the supporting affidavit did not adequately set out the grounds said to justify the relief, nor was there before the Court any acknowledgement that the affected Defendants had been duly informed and given the opportunity contemplated by the rules of professional practice and Order 64 of the Rules of Court 2012. The combined effect of irregular service, want of substantive support, and the eve-of-hearing timing places the application well short of what is required. For these reasons this Court ordered that Enclosure 41 be dismissed. Counsel for the 3rd and 4th Defendants accordingly remained on the record and continued to appear at the hearing of the substantive Originating Summons. This disposal is procedural only and is not intended to bear upon the merits of any future application properly served, properly supported, and properly timed. B. The Court of Appeal Order Affecting the 3rd Defendant [10] Learned counsel for the 3rd Defendant informed this Court that a separate appeal is pending before the Court of Appeal, with the substantive hearing now fixed for 25 February 2027. The 3rd Defendant invited this Court's attention to the fact that an order had been made in the course of those parallel proceedings which, on its face, might be said to affect the conduct of further steps concerning KNMG. [11] The Plaintiff's position is that the order made by the Court of Appeal is directed at creditors of the 3rd Defendant. The Plaintiff appears before this Court not as a creditor of KNMG, but in its statutory capacity as the regulator of the Main Market. The Plaintiff submits that on a proper reading, the Court of Appeal order is not engaged as against it. [12] This Court has considered the position. The present Originating Summons is brought under section 360(1)(c) of the CMSA. It is a regulatory enforcement application directed at the alleged non-compliance by the Defendants with the MMLR and certain provisions of the CA 2016. It is not a proof of debt, a winding-up application, or any other process in which the Plaintiff seeks to assert any creditor's right against KNMG. A subsisting order of the Court of Appeal binds this Court only to the extent of its terms and only as against the persons within its reach. An order directed at the conduct of proceedings by or against creditors does not, by force alone, sweep into its embrace a statutory regulator acting under a distinct statutory mandate. In this Court's considered view the Court of Appeal order does not, by its terms or by its underlying rationale, arrest or stay the present proceedings. The hearing of Enclosure 1 accordingly proceeded. [13] This Court records its observation, for the avoidance of doubt, that any final order which this Court makes in the present Originating Summons stands independent of, and does not seek to anticipate or qualify, the determination of the Court of Appeal on the matters reserved to it in those parallel proceedings. III. BACKGROUND FACTS [14] The material facts are largely undisputed and are drawn from the affidavits filed by the parties. This Court sets out a neutral chronology. [15] On 27 February 2025, KNMPS entered into a conditional sale and purchase agreement with NGK Insulators Ltd, a Japanese corporation, for the disposal of the entirety of the equity interest in DKNM for a cash consideration of EUR 270 million. [16] On 3 October 2025, the Plaintiff rejected KNMG's Proposed Regularisation Plan and announced that KNMG would be removed from the Official List on 5 November 2025. The reasons for the rejection and the announcement of impending delisting are not material to the issues now before this Court. [17] On 7 October 2025, two events occurred concurrently. KNMG lodged an appeal against the delisting decision. Simultaneously, MAAG issued a Notice of Requisition to KNMG demanding that the Board convene an EGM for the purpose of considering and, if thought fit, approving the Major Disposal. The Notice of Requisition was issued by MAAG in its capacity as registered holder of approximately 9.87% of the issued and paid-up share capital of KNMG, with the balance to make up the 10% statutory threshold purportedly contributed by shares beneficially held through Maybank Nominees and the 2nd Defendant (CIMSEC Nominees). [18] Between 8 and 9 October 2025, the Board of KNMG informed MAAG that it could not, within the time available before the impending delisting, comply with the procedural requirements of Chapter 10 of the MMLR (including the issue of a circular and the appointment of an independent adviser) for the convening of an EGM to approve the Major Disposal. By a Notice of EGM dated 9 October 2025, MAAG, purporting to act under section 313 of the CA 2016, itself convened the EGM and fixed it for 30 October 2025. [19] On 23 October 2025, the Plaintiff issued a regulatory reminder to MAAG, Maybank Nominees and CIMSEC Nominees demanding that, prior to any vote on the Major Disposal, full compliance be observed with section 313(4) of the CA 2016 and Paragraph 10.11A of the MMLR. [20] On 27 October 2025, this Originating Summons was filed. On the same date, KNMG withdrew its appeal against the delisting decision. Maybank Nominees Sdn Bhd informed the Plaintiff that it had never consented to the use of its name in the Notice of Requisition. [21] On 28 October 2025, Maybank Nominees legally transferred 266 million shares directly into MAAG's name as registered holder. The effect of this transfer was that, with effect from 28 October 2025, MAAG was the registered holder of a shareholding well in excess of the 10% threshold. [22] On 30 October 2025, the EGM convened as scheduled. By a motion of the shareholders attending, the meeting was adjourned to 6 November 2025. [23] On 5 November 2025, KNMG was officially delisted from the Official List of Bursa Malaysia. [24] On 6 November 2025, the adjourned EGM was held. The special resolution approving the Major Disposal was carried by 93.74% of the votes cast. On 7 November 2025, the 2nd Defendant (CIMSEC Nominees) formally informed the Plaintiff that it had not consented to the use of its name in the Notice of Requisition. [25] Running in parallel before the learned Judicial Commissioner in WA-24NCC-201-04/2024 is an application under section 366 of the CA 2016 by which KNMG seeks sanction of a scheme of arrangement. The Major Disposal is integral to that scheme. This Court is informed that the learned Judicial Commissioner has signified an intention to sanction the scheme but is holding the sealing of the order in abeyance pending this Court's disposal of the Originating Summons. IV. THE COURT'S APPROACH [26] Before turning to the parties' submissions and the issues which they generate, this Court considers it appropriate to set out, in general terms, the approach which informs its analysis of the questions before it. The matters raised by this Originating Summons are not narrowly technical. They engage the interests of regulators, listed companies, substantial shareholders, restructuring professionals, creditors and the investing public at large. The Court's disposal will be read in those wider settings. The Court approaches its task with that fact firmly in mind. [27] Distilled from the submissions, the following issues fall for this Court's determination: [28] Two propositions, equally weighty, must be held together in the analysis which follows. The first is that statutory shareholder rights — including the right to requisition a meeting under section 311 of the CA 2016 and to convene a meeting under section 313 where the directors fail to act — are exercisable within, and not outside, the regulatory architecture which Parliament has erected for the orderly conduct of the capital market. The legitimate exercise of shareholder democracy is not a licence to bypass safeguards which apply to listed issuers. The second proposition is that regulatory concern, however legitimate, does not of itself entitle the Court to grant relief that is commercially destructive, where the alleged irregularity is procedural, capable of cure, and not shown to have occasioned substantial injustice. The Court's intervention must be founded in clear legal entitlement and measured against commercial consequence. Where a major shareholder-approved transaction underpins a corporate rescue, the Court must be slow to invalidate it on grounds short of substantial injustice. [29] In maintaining this balance the Court records its institutional respect for the role of the Plaintiff. Bursa Malaysia Securities Berhad is the frontline regulator of the Malaysian capital market. Its functions are statutory. They serve the integrity, transparency and orderly functioning of the market. Its concerns engage public interest considerations to which the Court gives weight. Equally, the Court records the importance of the statutory rights conferred upon shareholders by the Companies Act 2016, which are themselves part of the same legislative scheme. The task before the Court is not to choose between the regulator and the shareholder, but to give faithful effect to both in the particular factual and legal matrix which the Originating Summons presents. V. THE PARTIES' SUBMISSIONS A. The Plaintiff's Submissions [30] The Plaintiff's submissions may be reduced to four propositions. [31] Firstly, the Notice of Requisition dated 7 October 2025 was invalid ab initio. By section 2(1) of the CA 2016 and section 35 of the Securities Industry (Central Depositories) Act 1991 ("SICDA"), only registered members are recognised for the purposes of the 10% threshold under section 311(3). At the date of the Notice of Requisition, MAAG was the registered holder of only 9.87%. The nominee shareholders whose holdings were sought to be added to make up the threshold had not given their consent. A company does not take cognisance of equitable or beneficial trusts. The Plaintiff invokes Yeng Hing Enterprise Sdn Bhd v Liow Su Fah [1979] 2 MLJ 240 for this proposition. [32] Secondly, and in the alternative, the Plaintiff submitted that MAAG is bound by the obligations of Chapter 10 of the MMLR along two distinct routes. The primary route is that requisitionists exercising the default convening power under section 313 of the CA 2016 stand, by virtue of that provision, in the shoes of the directors of the company. The phrase "as nearly as possible" imports the full discipline of Chapter 10 of the MMLR upon the requisitionist. The alternative route, which the Plaintiff also pressed, is that section 360(1) of the CMSA is directed in its terms at "a person who is under an obligation to comply with, observe, enforce or give effect to the listing requirements". The Plaintiff submitted that the word "person" is broad enough to capture MAAG: once MAAG took it upon itself to convene the EGM in respect of a Major Disposal, it became, on the Plaintiff's argument, "a person under an obligation" within the meaning of section 360 of the CMSA. On either route, the Plaintiff submitted, MAAG was bound to procure the issue of a circular, the appointment of an independent adviser, and the other steps mandated by Paragraph 10.11A of the MMLR. None of these was done. [33] Thirdly, the dispute is not academic. The breach crystallised while KNMG was still listed. The Originating Summons was filed before delisting. The original EGM convened on 30 October 2025 — while KNMG remained on the Official List — and was merely adjourned, not abandoned. An adjourned meeting is in law a continuation of the original meeting. Tactical self-delisting, the Plaintiff submits, cannot whitewash an antecedent regulatory breach. The Plaintiff places reliance on Tengku Dato' Kamal ibni Sultan Sir Abu Bakar v Bursa Malaysia [2022] 8 CLJ 678 and Bursa Malaysia Securities Bhd v Mohd Afrizan bin Husain [2022] 3 MLJ 450 for the proposition that this Court has both the jurisdiction and the duty to underwrite the binding force of the MMLR through orders under section 360 of the CMSA. [34] Fourthly, in any event the bypassing of Chapter 10 protections on a Major Disposal of this magnitude is inherently prejudicial to the orderly market and to the protection of the investing public. Substantial injustice is not confined to the prejudice of identified minority shareholders within the issuer; it embraces the systemic prejudice to the market which Chapter 10 was enacted to prevent. B. The 1st Defendant's Submissions\ [35] MAAG's submissions resist each of the Plaintiff's propositions. [36] On the requisition, MAAG contends that beneficial ownership reflects genuine economic interest and satisfies the spirit of section 311(3) of the CA 2016. In any event, any defect was cured when Maybank Nominees legally transferred 266 million shares into MAAG's name on 28 October 2025, well before any substantive business was transacted at the EGM. MAAG relies on Lim Swee Chai v Advancecon Holdings Bhd [2024] MLJU 964 for the proposition that defects in a notice of requisition are not fatal absent substantial injustice. [37] On the scope of section 313(4) and Chapter 10 of the MMLR, MAAG submits that Chapter 10 of the MMLR is by its express terms directed at the "listed issuer and its subsidiaries". MAAG is neither. MAAG is a separate legal entity. To clothe MAAG with the obligations of the listed issuer is to violate the foundational principle of separate legal personality as established in Salomon v A Salomon & Co Ltd [1897] AC 22 and reaffirmed in Pamol (Sabah) Ltd v Joseph bin Paulus Lantip [1995] 5 MLJ 616. The phrase "as nearly as possible" in section 313(4) regulates the manner of convening, not the substantive regulatory burdens of the issuer. [38] On mootness, MAAG submits that by the time the special resolution was passed on 6 November 2025, KNMG had been delisted on 5 November 2025. The MMLR no longer applied. To declare the EGM invalid is to grant a remedy that has no practical effect. MAAG relies on Nyo Nyo Aye v Kevin Sathiaseelan A/L Ramakrishnan & Anor [2020] 4 MLJ 380 and Benjamin Lim Keong Hoe v Tan Sri Lim Kok Thay [2024] MLJU 2186 for the proposition that equity does not act in vain. [39] On substantial injustice, MAAG points to the 93.74% supermajority approval and to the absence of any complaint by any identified minority shareholder. The disposal is, on the evidence, integral to KNMG's restructuring under section 366 of the CA 2016. To invalidate the resolution is to risk the collapse of the restructuring and to expose KNMG to liquidation. MAAG relies on LGB Engineering Sdn Bhd v Rayston Resources Sdn Bhd [2018] 1 MLJ 649 for the proposition that the Court is slow to disturb the manifest will of the majority. [40] MAAG also submitted, with reliance upon the foregoing, that the order which this Court ultimately makes ought to carry a distinctive ratio of its own, reflective of the particular circumstances of this case, and ought not be treated as a precedent for any wider proposition. C. The 2nd Defendant’s Submissions [41] The 2nd Defendant, CIMSEC Nominees, submits that it is a bare custodian only. It took no part in the issue of the Notice of Requisition. It gave no consent for its name to be used. The Plaintiff has produced no material to attribute any positive act of non-compliance to the 2nd Defendant. The 2nd Defendant accordingly contends that no relief is properly directed against it. D. The 3rd and 4th Defendants’ Submissions [42] The 3rd Defendant (KNMG) and the 4th Defendant (KNMPS) substantially adopt and align themselves with the submissions of MAAG. KNMG emphasises in particular the practical consequence of the relief sought: invalidation of the special resolution would, on the evidence, frustrate the section 366 scheme and place KNMG at material risk of liquidation, to the prejudice of all stakeholders including the investing public whom the Plaintiff invokes. VI. ISSUES FOR DETERMINATION [43] Distilled from the submissions, the following issues fall for this Court's determination: a) Issue 1: Whether the Notice of Requisition issued by MAAG on 7 October 2025 was valid, and if not, whether the irregularity is curable; b) Issue 2: Whether the Originating Summons is rendered academic by the delisting of KNMG on 5 November 2025; c) Issue 3: Whether requisitionists exercising the power under section 313 of the CA 2016, or alternatively persons captured by section 360(1) of the CMSA, are bound to comply with the obligations of Chapter 10 of the MMLR which fall upon the listed issuer; d) Issue 4: Whether any irregularity occasioned substantial injustice such that the EGM and the special resolution should be declared invalid; e) Issue 5: The position of the 2nd Defendant; and f) Issue 6: Costs. [44] Before turning to the issues, this Court records the burden and standard of proof. The Originating Summons is a civil application. The burden lies upon the Plaintiff to establish, on the balance of probabilities (per Miller v Minister of Pensions [1947] 2 All ER 372), that the orders sought ought to be made. VII. PRINCIPLES OF LAW A. The Statutory Framework [45] This Court has been faithful to the project rule that a judgment ought to set out the statutory provisions relied upon in full and not merely by reference to section numbers. The provisions material to the present application are reproduced below.

Section 311 of the Companies Act 2016 — Requisition of Meeting [46] Section 311 of the CA 2016 provides: "(1) The members of a company may request the directors to call a meeting of members.(2) The directors shall call a meeting of members once the company has received requests to do so from members representing at least 10% of the paid-up capital of the company carrying the right of voting at meetings of members of the company excluding any paid-up capital held as treasury shares or, in the case of a company not having a share capital, from members who represent at least 5% in number of the members of the company.(3) A request— (a) shall state the purpose of the meeting; (b) shall be signed by the members making the request; and (c) may be in hard copy form or in electronic form.(4) The directors shall call a meeting of members within fourteen days from the date of the requisition to be held at a date not later than twenty-one days from the date of the requisition."

(ii) Section 313 of the Companies Act 2016 — Power of Members to Call Meeting at Company's Expense [47] Section 313 of the CA 2016 provides: "(1) If the directors do not within thirty days from the date of the requisition convene a meeting of the members, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting.(2) A meeting under subsection (1) shall be convened within three months from the date of the requisition.(3) A meeting convened under this section by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors.(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting shall be repaid to the requisitionists by the company and any amount so repaid shall be deducted from any fees or other remuneration in respect of his services payable by the company to such of the directors as were in default." [48] This Court observes that the formulation "as nearly as possible, as that in which meetings are to be convened by directors" appears in subsection (3) of section 313 in the form of the CA 2016 as enacted. The parties have addressed the Court on this formulation. The substance of the construction issue is unaffected by which subsection bears the phrase.

(iii) Section 582 of the Companies Act 2016 — Power of Court with Respect to Defective Appointments and Irregularities [49] Section 582 of the CA 2016 provides: "(1) A proceeding under this Act shall not be invalidated by reason of any procedural irregularity unless the Court is of the opinion that the irregularity has caused or may cause substantial injustice that cannot be remedied by any order of the Court and by order declares the proceeding to be invalid.(2) In this section, "procedural irregularity" includes the absence of a quorum at any meeting of a corporation, at any meeting of directors or creditors and a defect, irregularity or deficiency of notice or time."

(iv) Section 360 of the Capital Markets and Services Act 2007 [50] Section 360 of the CMSA confers upon this Court the power to make orders in support of compliance with the listing requirements. The relevant provision reads: "(1) Where a person who is under an obligation to comply with, observe, enforce or give effect to the listing requirements of a stock exchange does not comply with, observe, enforce or give effect to, as the case may be, any of those requirements, the Court may, on the application of — (a) the Commission;

the stock exchange; or (c) a person aggrieved by the failure,make an order against the first-mentioned person directing him to comply with, observe, enforce or give effect to those requirements."

Chapter 10 of the Main Market Listing Requirements [51] Chapter 10 of the MMLR sets out the framework for transactions, including Major Disposals. Paragraph 10.11A imposes, inter alia, the requirement that a listed issuer obtain the prior approval of its shareholders by special resolution before entering into a Major Disposal, supported by a circular to shareholders and, in appropriate cases, the appointment of an independent adviser. The obligations under Chapter 10 are addressed expressly to the "listed issuer" and "its subsidiaries". B. The Principles Derived From The Authorities [52] The authorities cited at the bar yield the following propositions of law, each stated by reference to the case which authoritatively stands for it. [53] Firstly, Yeng Hing Enterprise Sdn Bhd v Liow Su Fah [1979] 2 MLJ 240 (Federal Court, per Raja Azlan Shah CJ (Malaya), Chang Min Tat FJ and Abdoolcader J) stands for the proposition that a company does not take cognisance of trusts. Only the registered holder is recognised by the company as the holder of the shares. Beneficial or equitable interests are matters between the registered holder and the beneficial owner and do not bind the company. [54] Secondly, Salomon v A Salomon & Co Ltd [1897] AC 22 (House of Lords) is the foundational authority for the doctrine of separate legal personality. A company is a legal person distinct from its members, its officers and its substantial shareholders. The corporate veil is pierced only on narrow exceptional grounds, none of which arises here. [55] Thirdly, Lim Swee Chai v Advancecon Holdings Bhd & Anor [2024] MLJU 964 (High Court) stands for the proposition that section 311 of the CA 2016 has decoupled the right to requisition from the duty to convene, and that defects in a notice of requisition do not, of themselves, invalidate the meeting if the meeting is in fact properly convened and the proceedings cause no substantial injustice. [56] Fourthly, Bursa Malaysia Securities Bhd v Mohd Afrizan bin Husain [2022] 3 MLJ 450 (Federal Court) affirms that the MMLR has statutory force, traceable to the CMSA, and that the regulatory functions of the Plaintiff under the CMSA are to be construed purposively for the protection of the investing public. [57] Fifthly, Tengku Dato' Kamal ibni Sultan Sir Abu Bakar v Bursa Malaysia Securities Bhd [2022] 8 CLJ 678 (Federal Court) establishes that section 360 of the CMSA enables the Plaintiff to seek appropriate orders from the Court so that persons in breach of the listing requirements may be compelled to remedy the breach, and that such orders may be framed broadly to give effect to the underlying regulatory purpose. [58] Sixthly, LGB Engineering Sdn Bhd v Rayston Resources Sdn Bhd [2018] 1 MLJ 649 stands for the proposition that the Court is slow to interfere with the will of the majority of shareholders absent demonstrable substantial injustice. Pamol (Sabah) Ltd v Joseph bin Paulus Lantip [1995] 5 MLJ 616 reinforces the separateness of corporate legal personality. Nyo Nyo Aye v Kevin Sathiaseelan A/L Ramakrishnan & Anor [2020] 4 MLJ 380 (Court of Appeal) restates the maxim that equity does not act in vain, and Benjamin Lim Keong Hoe v Tan Sri Lim Kok Thay [2024] MLJU 2186 applies the doctrine of mootness in the corporate context. [59] These authorities are not in tension. Read together they articulate a framework in which (a) registered membership is the touchstone of corporate recognition; (b) corporate legal personality is to be respected; (c) procedural defects in requisitions are not, of themselves, jurisdictional nullities; (d) the Plaintiff's regulatory authority under section 360 of the CMSA is robust and not lightly to be defeated; and (e) the Court will not invalidate the manifest will of the majority absent substantial injustice. VIII. ANALYSIS AND FINDINGS A. Issue 1: The Validity of the Notice of Requisition [60] This Court turns first to the question whether the Notice of Requisition dated 7 October 2025 was valid as at the date of issue. [61] On a plain reading of section 311(3) of the CA 2016, the requisition is to be "signed by the members making the request". The reference to "members" must be read with the definition in section 2(1) of the CA 2016 and, where shares are held through the central depository, with section 35 of the SICDA. The orthodox position, recognised by the Federal Court in Yeng Hing Enterprise Sdn Bhd v Liow Su Fah [1979] 2 MLJ 240, is that a company does not take cognisance of trusts. The registered holder is the member for the purposes of the CA 2016. [62] Applying that orthodoxy to the agreed facts, this Court finds that on 7 October 2025 MAAG was the registered holder of approximately 9.87% of the issued and paid-up share capital of KNMG. That falls short of the 10% statutory threshold in section 311(3). The shares beneficially held by MAAG through Maybank Nominees and CIMSEC Nominees did not, at that date, count towards the threshold. The nominees had not given their consent. To the extent that MAAG sought to aggregate beneficial holdings to make up the 10%, that aggregation was not consistent with the statutory text. [63] This Court accordingly finds that the Notice of Requisition was, as at 7 October 2025, defective. To this extent the Plaintiff is correct. [64] The next question is the legal characterisation of that defect. Is it (a) a jurisdictional nullity such that the requisition is void ab initio and incapable of being cured, or (b) a procedural irregularity capable of being cured under section 582 of the CA 2016? [65] This Court is of the view that it is the latter. There are three reasons. [66] Firstly, section 582(1) of the CA 2016 is a curative provision of general application. Its terms are wide: "a proceeding under this Act shall not be invalidated by reason of any procedural irregularity unless the Court is of the opinion that the irregularity has caused or may cause substantial injustice that cannot be remedied by any order of the Court". Section 582(2) gives a non-exhaustive list of what constitutes procedural irregularity, expressly including "a defect, irregularity or deficiency of notice or time". A short-fall of 0.13% in the registered shareholding at the date of the notice falls naturally within "a defect, irregularity or deficiency of notice or time". [67] Secondly, the modern Malaysian authority of Lim Swee Chai v Advancecon Holdings Bhd & Anor [2024] MLJU 964 is consistent with treating defects in a requisition as procedural and curable. Although the facts of that case are not identical to those before this Court, the underlying reasoning is to the same effect: section 311 of the CA 2016 is not to be applied as a hyper-technical trap, and the Court will look at whether substantial injustice has been occasioned. [68] Thirdly, on the facts the shortfall was, in any event, regularised. On 28 October 2025 Maybank Nominees transferred 266 million shares directly into MAAG's name. From that date forward, MAAG was registered as a member with a shareholding well in excess of 10%. The transfer occurred before any substantive business was transacted at the EGM. The EGM convened on 30 October 2025 was, by motion of the shareholders, immediately adjourned. The actual deliberation upon and vote on the Major Disposal took place on 6 November 2025, at which time MAAG was unquestionably entitled to be treated as a registered member at the requisite level. [69] Yeng Hing Enterprise (supra) is, on its facts, distinguishable. That case did not engage section 582 of the CA 2016, which is a creature of the present statute. Yeng Hing affirms the orthodoxy that a company recognises only registered members; it does not say that a transient shortfall in registered shareholding, regularised before any substantive business is transacted, is fatal beyond the reach of section 582. [70] This Court therefore finds, on Issue 1, that the Notice of Requisition was defective at the date of issue but that the defect was a procedural irregularity within the contemplation of section 582 of the CA 2016 and was curable. Whether it was in fact cured depends upon the question of substantial injustice, to which this Court returns at Issue 4 below. B. Issue 2: Mootness [71] MAAG, KNMG and KNMPS contend that the Originating Summons has become academic by reason of the delisting of KNMG on 5 November 2025. The contention rests on the proposition that the MMLR no longer applied to KNMG when the operative vote was taken on 6 November 2025, with the consequence that no useful order can now be made. [72] This Court is not persuaded by the mootness contention, for the following reasons. [73] Firstly, the alleged regulatory breach is said to have occurred while KNMG was on the Official List. The Notice of Requisition (7 October 2025), the Notice of EGM (9 October 2025), the regulatory reminder (23 October 2025), the filing of this Originating Summons (27 October 2025) and the convening of the original EGM (30 October 2025) all preceded delisting. The legal questions which the Originating Summons raises crystallised at a time when KNMG was undoubtedly subject to the MMLR. The Court's jurisdiction under section 360 of the CMSA is engaged by reference to conduct which occurred while the issuer was listed; it does not evaporate the moment the issuer leaves the Official List. [74] Secondly, an adjourned meeting is, as a matter of law, a continuation of the original meeting. The EGM convened on 30 October 2025 was not abandoned. It was adjourned to 6 November 2025. To treat the intervening fact of delisting as a regulatory amnesty would invite manipulation of the doctrine of mootness. [75] Thirdly, on the evidence the disposal which the special resolution authorised is integral to a section 366 scheme pending before another Bench, with the sanction held in abeyance pending this Court's disposal of the Originating Summons. The validity of the special resolution is therefore a live question with concrete consequences. A pronouncement by this Court is not an academic exercise; it has real-world legal effect. [76] Fourthly, the Federal Court in Bursa Malaysia Securities Bhd v Mohd Afrizan bin Husain [2022] 3 MLJ 450 has affirmed that the regulatory authority of the Plaintiff is to be construed purposively, with the protection of the investing public as the polestar. The Court of Appeal authority of Tengku Dato' Kamal ibni Sultan Sir Abu Bakar v Bursa Malaysia Securities Bhd [2022] 8 CLJ 678 has affirmed the breadth of the Court's jurisdiction under section 360 of the CMSA. These authorities are inconsistent with too ready a recourse to the doctrine of mootness in cases of this character. [77] This Court therefore rejects the contention that the Originating Summons is academic. The substance of the application must be addressed. Nyo Nyo Aye v Kevin Sathiaseelan [2020] 4 MLJ 380 and Benjamin Lim Keong Hoe v Tan Sri Lim Kok Thay [2024] MLJU 2186, on which the Defendants relied, do not displace this conclusion. Those authorities articulate the unobjectionable principle that equity does not act in vain. They do not require the Court to abdicate jurisdiction over a question whose answer governs the validity of a corporate resolution affecting an extant restructuring. C. Issue 3: The Scope of Section 313(4) of the CA 2016 and the Obligations of Chapter 10 of the MMLR [78] This is the substantive question of construction at the heart of the application. It calls for careful treatment because, so far as the parties' researches and this Court's own consideration disclose, the precise question is not yet the subject of binding authority. The Plaintiff sought to bind MAAG with the obligations of Chapter 10 of the MMLR along two distinct routes. The first proceeds via section 313 of the CA 2016 — the so-called "quasi-directors" thesis. The second proceeds via section 360 of the CMSA — the "any person" thesis. This Court will address each in turn.

The Primary Route — Section 313 of the CA 2016 and the "Quasi-Directors" Thesis [79] The Plaintiff's submission is that the phrase "as nearly as possible, as that in which meetings are to be convened by directors" in section 313 of the CA 2016 has the effect of clothing the requisitionists with the full disciplinary apparatus that would have applied to the directors of the listed issuer. On that reading, MAAG, by stepping into the convening role, was bound to procure the issue of a circular, the appointment of an independent adviser, and the other steps under Paragraph 10.11A of the MMLR — the so-called "quasi-directors" thesis. [80] This Court is unable to accept the quasi-directors thesis in its strongest form, for the reasons set out below. At the same time, this Court does not accept the contrary submission that section 313(4) is concerned only with the brute mechanics of giving notice. There is a middle position which is to be preferred. [81] Firstly, the natural reading of the words "as nearly as possible, as that in which meetings are to be convened by directors" is that they govern the manner of convening. The phrase modifies the verb "convened". The requisitionists must, in convening the meeting, follow the same procedural pattern that the directors would have followed in convening it. That includes notice, agenda, quorum, conduct of the meeting and the like. It is the procedural envelope of the meeting that is regulated. [82] Secondly, Chapter 10 of the MMLR is in its express terms directed at the "listed issuer" and "its subsidiaries". The obligations under Paragraph 10.11A — to issue a circular, to appoint an independent adviser, to make announcements to the Exchange, to procure shareholder approval by special resolution and to give effect to the disposal in accordance with the prescribed regulatory pathway — are obligations of the listed issuer. They are not obligations addressed to substantial shareholders or to requisitionists. To say that section 313 of the CA 2016 silently imports the entirety of Chapter 10 of the MMLR onto the shoulders of a shareholder requisitionist is to read into the statute a far-reaching consequence for which no express textual peg can be found. Where the legislature has thought fit to extend regulatory obligations beyond the issuer to others — for example, to officers, controlling shareholders or persons acting in concert — it has done so by express provision. The silence of section 313 on this point is, accordingly, not an oversight. It is the absence of a foundation upon which the Plaintiff's expansive reading might have rested. [83] Thirdly, the structural logic of the CA 2016 supports a narrower reading. Section 313 is a default provision for the protection of shareholder democracy in the face of inactive or recalcitrant directors. It is intended to ensure that shareholders are not deprived of the right to have a meeting convened where the directors decline to convene. To clothe such requisitionists, who are by definition shareholders standing outside the board, with the full regulatory burden of the listed issuer would substantially blunt the effective exercise of the default power. That cannot have been the legislative intent. [84] Fourthly, Salomon v A Salomon & Co Ltd [1897] AC 22 and Pamol (Sabah) Ltd v Joseph bin Paulus Lantip [1995] 5 MLJ 616 affirm that the legal personality of a corporate shareholder is distinct from that of the company in which it holds shares. To impose upon MAAG, qua shareholder, the regulatory obligations of KNMG, qua listed issuer, would pierce that distinction in a context where no recognised ground for piercing has been pleaded or established. [85] Fifthly, however, this Court is not prepared to accept the Defendants' submission to the extent that it would license requisitionists to convene meetings entirely without regard to the substantive regulatory architecture of the listed issuer. The middle position is this: the convening of a meeting by requisitionists under section 313 does not transfer the obligations of the listed issuer onto the requisitionist, but it equally does not extinguish those obligations as they continue to bear upon the listed issuer and its board. The duty to comply with Chapter 10 of the MMLR — to issue a circular, to appoint an independent adviser, to make announcements — remained, throughout, the duty of KNMG and its directors. Section 313 of the CA 2016 does not, by enabling a shareholder to convene the meeting, relieve the listed issuer of those obligations. [86] On the facts, the position is that KNMG's board took the view that the timeline before delisting did not permit the proper discharge of Chapter 10 obligations. The Board accordingly declined to convene the EGM. Whether that view was right or wrong, and whether the Board's conduct in the run-up to delisting is open to regulatory criticism in its own right, are matters not before this Court for adjudication in this Originating Summons. What is before this Court is whether the special resolution passed at the adjourned EGM ought to be declared invalid by reason of the Plaintiff's submission that MAAG was bound to discharge Chapter 10 obligations. This Court answers that question, on the section 313 route, in the negative. MAAG was not so bound.

(ii) The Alternative Route — Section 360 of the CMSA and the "Any Person" Argument [87] The Plaintiff advanced a separate and independent route to the same destination. That route proceeds via section 360(1) of the CMSA, which is directed at "a person who is under an obligation to comply with, observe, enforce or give effect to the listing requirements". The Plaintiff submitted that the word "person" is broad enough to capture MAAG, and that once MAAG took it upon itself to convene the EGM in respect of a Major Disposal, it became "a person under an obligation" within the meaning of section 360. The submission has the merit of textual ingenuity, but on careful examination it is not one that this Court is able to accept. [88] The reasons are four. Firstly, section 360(1) of the CMSA is, on a proper reading, an enforcement mechanism. It presupposes the existence of an obligation arising elsewhere — namely, in the listing requirements themselves. The section confers a remedy upon breach; it does not, by use of the word "person", expand the class of those who are bound to comply in the first place. Section 360 answers the question "what may the Court do?". It does not answer the question "who is obliged?". Secondly, the breadth of "person" is controlled by the immediately following qualifier: "… who is under an obligation to comply with, observe, enforce or give effect to the listing requirements". To know whether a particular person is such a person, one must turn to the listing requirements themselves. Chapter 10 of the MMLR identifies the obligors as the "listed issuer" and "its subsidiaries". MAAG is neither. It follows that MAAG is not "a person under an obligation" within the meaning of section 360 of the CMSA, however broad the word "person" may be in the abstract. Thirdly, regulatory burdens carrying invalidating or penal consequences must be founded on clear textual authority. Where a regulator seeks to extend a regulatory burden beyond the express addressees of the relevant rule, the burden lies on the regulator to point to clear statutory or regulatory language. There is no such language here. Fourthly, the Federal Court in Bursa Malaysia Securities Bhd v Mohd Afrizan bin Husain (supra) located the binding force of the listing requirements as between the Plaintiff, the listed corporation, and the person in control of the listed corporation. That formulation is itself a textually-anchored extension. It cannot be stretched, without express warrant, to capture a substantial shareholder who is not in control. [89] This Court would add a further consideration which is of some weight. Were the Plaintiff's broad construction of section 360 of the CMSA to be accepted, the consequence would be that any substantial shareholder of a listed company who lawfully exercised statutory rights conferred by the CA 2016 — and in particular the requisition power under section 311 and the default convening power under section 313 — would risk being drawn, by the mere act of exercise, into a regulatory regime designed for the issuer. This Court is of the considered view that such a consequence would impermissibly chill the legitimate exercise of statutory shareholder rights. Shareholders contemplating the use of the requisition mechanism would be deterred by the prospect of being clothed, retrospectively, with the regulatory burdens of the issuer. The very purpose of section 313 — to safeguard shareholder democracy in the face of inactive or recalcitrant boards — would be substantially undermined. That outcome would extend the listing regime far beyond the boundaries set by the rules themselves and is not one which this Court will sanction by judicial construction. The Plaintiff's "any person" thesis is accordingly rejected.

(iii) Conclusion on Issue 3 [90] This Court accordingly finds, on Issue 3, that section 313 of the CA 2016 regulates the manner in which a meeting is to be convened, but does not import Chapter 10 of the MMLR onto a requisitioning shareholder. Nor does section 360 of the CMSA, properly construed, achieve that result by alternative route. The substantive regulatory obligations of the listed issuer remain with the issuer and its directors. They are not transferred to the requisitionist by the operation of section 313 of the CA 2016, nor are they imposed upon the requisitionist by the operation of section 360 of the CMSA. The Plaintiff's "quasi-directors" thesis and the alternative "any person" thesis, attractive as they are from the standpoint of regulatory completeness, find no anchor in the statutory text, no support in the structural logic of the legislative scheme, and no warrant in the doctrine of corporate legal personality. They are, accordingly, rejected. D. Issue 4: Substantial Injustice [91] Issue 4 is the dispositive issue for the purposes of section 582 of the CA 2016. The question is whether the procedural irregularity in the Notice of Requisition occasioned substantial injustice that cannot be remedied by any order of the Court. [92] Section 582(1) imposes a high threshold. The procedural irregularity must have caused or be liable to cause substantial injustice, and that injustice must be one that cannot be remedied by any order of the Court. Only where both limbs are satisfied does the curative provision step aside. [93] This Court finds that the threshold is not met on the facts. There are six considerations. [94] Firstly, the shortfall in the requisition shareholding was 0.13% of the issued and paid-up capital. That shortfall was regularised on 28 October 2025, before any substantive business was transacted at the EGM. By the time the shareholders deliberated and voted on the Major Disposal on 6 November 2025, MAAG was the indisputable holder of a registered shareholding well in excess of 10%. [95] Secondly, the special resolution was carried by 93.74% of the votes cast. This is a near-unanimous mandate. It is difficult to discern, in the context of so overwhelming vote, any practical sense in which the alleged informational deficiencies (had they been argued to exist) deflected the will of the shareholders. [96] Thirdly, no minority shareholder has come before this Court to assert prejudice. No identified member of the company has alleged that he or she was misled, kept in ignorance of any material fact, or otherwise deprived of the protections that Chapter 10 of the MMLR contemplates. The submissions that prejudice was occasioned to the investing public at large are made by the Plaintiff in its regulatory capacity, not by any individual shareholder asserting concrete loss. [97] Fourthly, the meaning of "substantial injustice" in section 582 of the CA 2016 must be controlled by its statutory context. The provision is principally concerned with injustice to participants in the corporate process: members, creditors, officers. Generalised public-interest considerations of market integrity are vindicated through the Plaintiff's regulatory powers in their proper field of operation; they are not, in the ordinary case, the gravamen of "substantial injustice" under section 582. The Plaintiff's regulatory concerns, however legitimate, do not transmute into "substantial injustice" for the purposes of section 582 unless they translate into concrete prejudice to identifiable participants in the corporate process. This Court is fortified in this construction by the fact that section 582 sits within the Companies Act 2016 and is concerned with the validity of corporate proceedings. The protection of the investing public at large is a public-interest objective served by an array of regulatory powers conferred elsewhere — including the very powers under section 360 of the CMSA which the Plaintiff has invoked. To collapse those two regimes into one another, by treating every breach of a listing requirement as constituting "substantial injustice" under section 582, would deprive section 582 of its proper field of operation. [98] Fifthly, the market was on notice. The Plaintiff's objections to the requisition and the EGM were publicly aired in regulatory reminders and in the course of these very proceedings. When 47 93.74% of the votes were cast in favour of the Major Disposal on 6 November 2025, the shareholders did so against a backdrop of intense public and regulatory commentary. There is no asymmetry of information to be remedied by invalidation of the resolution. [99] Sixthly, this Court is bound to consider the proportionality of any remedy. The Major Disposal is, on the evidence, integral to a section 366 scheme of arrangement which the learned Judicial Commissioner has signified an intention to sanction, and which is held in abeyance pending this Court's disposal. To invalidate the special resolution is, on the evidence, to risk the unravelling of the restructuring and the consequential liquidation of KNMG. That outcome would itself be the antithesis of "justice" to creditors, employees, shareholders and the investing public alike. To grant the remedy sought by the Plaintiff would, on the facts presently before this Court, be a remedy disproportionate to the irregularity established. [100] Drawing these considerations together, this Court finds that the procedural irregularity in the Notice of Requisition was not, and is not, productive of substantial injustice within the meaning of section 582(1) of the CA 2016. The curative provision applies. The proceedings of the EGM and the special resolution stand undisturbed. [101] It is right to address the authorities of Tengku Dato' Kamal and Mohd Afrizan, upon which the Plaintiff placed strong reliance. Those authorities affirm, and this Court accepts, that section 360 of the CMSA is a powerful regulatory tool and that the Court has a complementary role in supporting the binding force of the MMLR. Nothing in this judgment is to be read as detracting from those propositions. But those authorities are properly to be confined to their facts. Tengku Dato' Kamal concerned the enforcement of a section 360 order against former directors who had occasioned a clear breach of the financial assistance provisions of the listing requirements while the company was indisputably listed; the present case is structurally different. Mohd Afrizan concerned the obligations of a liquidator standing in control of a listed corporation and the construction of the rules governing the timing of delisting; it did not address the question now before this Court. Neither authority predetermines the substantive question of who is bound by Chapter 10. Neither imports Chapter 10 obligations upon non-issuer shareholders. Neither obliges this Court to grant declaratory relief invalidating a near-unanimously approved resolution where the irregularity established has not been shown to have occasioned substantial injustice. E. Issue 5: The 2nd Defendant [102] The 2nd Defendant, CIMSEC Nominees, is a bare custodian. On the affidavit evidence it took no positive part in the issue of the Notice of Requisition. By its letter of 7 November 2025 it formally informed the Plaintiff that it had not consented to the use of its name. No relief is, in any event, properly directed against a custodian which had taken no active role in the conduct of which complaint is made. The Originating Summons stands dismissed as against the 2nd Defendant on this further independent ground. F. Express Finding on Burden of Proof [103] Bringing the foregoing analysis to its conclusion, this Court records, in express terms, the following findings. The Plaintiff, bearing the civil burden of proof on the balance of probabilities, has established (a) that the Notice of Requisition was, as at the date of issue, defective by reason of the shortfall in registered shareholding; and (b) that the proceedings of the EGM were attended by a procedural irregularity within the meaning of section 582 of the CA 2016. The Plaintiff has not, however, established (c) that section 313 of the CA 2016 imposes the obligations of Chapter 10 of the MMLR upon a requisitioning shareholder; (d) that the procedural irregularity was productive of substantial injustice that cannot be remedied by any order of the Court; or (e) any case for relief against the 2nd Defendant. The Plaintiff having failed to discharge its burden in respect of the matters which are dispositive of the application, the relief sought must be refused. G. Costs [104] The Plaintiff is the statutory regulator of the Main Market. It brought this application in the discharge of its public functions and raised serious questions of law touching the integrity of the Malaysian capital market. Although the application has failed, this Court does not consider that costs ought to be visited upon the regulator in the discharge of its statutory functions. The Defendants did not, in oral submission, press for costs. This Court orders that there be no order as to costs. H. Observations By Way of Obiter [105] By way of observation only and not forming part of this Court's ratio, this Court records the following. [106] Firstly, this Court's disposal of this Originating Summons does not, and is not to be read as, licensing any listed issuer to evade the disciplinary architecture of Chapter 10 of the MMLR by the device of arranging for a friendly substantial shareholder to issue a notice of requisition. The duty of compliance with Chapter 10 falls upon the listed issuer and its directors. It is not displaced by the convening of the meeting under section 313 of the CA 2016. [107] Secondly, had this Originating Summons come before this Court at a stage when KNMG remained on the Official List and before the holding of any meeting, this Court might well have been minded to consider whether interim regulatory relief should be granted to preserve the position pending compliance. That door is not, however, open on the present procedural matrix, where the resolution has been carried by an overwhelming majority and the company is delisted. [108] Thirdly, this Court's disposal of the Originating Summons is confined to the particular factual matrix before it. The features which have moved this Court to its conclusion include: (a) the de minimis character of the shortfall in registered shareholding and its regularisation before any substantive business was transacted; (b) the 93.74% supermajority approval; (c) the absence of any complaining minority shareholder; (d) the imminent collapse of KNMG absent the restructuring; (e) the existence of a parallel sanctioned scheme of arrangement under section 366 of the CA 2016 held in abeyance pending this Court's decision; and (f) the holding of the operative vote post-delisting, in circumstances where the meeting itself was duly convened pre-delisting. A different combination of facts may warrant a different conclusion. [109] Fourthly, this Court records, in response to MAAG's submission noted at paragraph 39 above, that the disposition of the present application carries no wider precedential consequence than the reasoning here set out. The ratio of this judgment is confined as stated. The observations in this Sub-Section H are obiter and form no part of the ratio. IX. CONCLUSION AND ORDERS [110] For the reasons stated above, this Court makes the following findings: a) The Notice of Requisition issued by MAAG on 7 October 2025 was defective as at the date of issue by reason of the shortfall in registered shareholding, but the defect was a procedural irregularity within section 582 of the CA 2016 and curable; b) The Originating Summons is not academic notwithstanding the delisting of KNMG on 5 November 2025; c) Section 313 of the CA 2016 regulates the manner of convening a meeting where the directors fail to do so, but does not import Chapter 10 of the MMLR onto a requisitioning shareholder; the substantive regulatory obligations of the listed issuer remain with the issuer and its directors; d) The procedural irregularity in the Notice of Requisition did not occasion substantial injustice within the meaning of section 582(1) of the CA 2016; the proceedings of the EGM and the special resolution stand undisturbed; e) No relief is properly directed against the 2nd Defendant, which was a bare custodian; f) The Plaintiff has not discharged its burden of proof on the dispositive matters. [111] Accordingly, this Court orders: i. Enclosure 41 (the application by the solicitors for the 3rd and 4th Defendants for an order discharging them from acting further) is dismissed. Counsel remain on the record; ii. The Plaintiff's Originating Summons (Enclosure 1) is dismissed; iii. There be no order as to costs. [112] This Court adds, by way of closing, an observation properly to be recorded. The dismissal of this Originating Summons is not to be read as derogating from the regulatory authority of the Plaintiff. Bursa Malaysia Securities Berhad retains its statutory powers and remains the guardian of the integrity of the Main Market. The Court has refused the specific relief sought because the Plaintiff has not, on the materials before this Court, established a foundation for that relief in law. Nothing in this judgment licenses regulatory non-compliance, and nothing in this judgment dilutes the disciplinary apparatus which the Plaintiff may, in appropriate cases, deploy. The Court's task has been to match a particular legal entitlement to a particular factual matrix. The result of that exercise is the order pronounced. X. APPRECIATION [113] This Court records its appreciation of the careful and helpful submissions of all counsel. The issues raised in this Originating Summons are of public importance and were ventilated with skill and learning on every side. The Court has been considerably assisted by the quality of the advocacy. Dated 18hb May 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR APPEARANCES For the Plaintiff: Loh Siew Cheang, Nigel William Kraal, Chai Pei Xian & Yong Li Zen (Cheang & Ariff (Kuala Lumpur)) For the 1st Defendant (MAA Group Berhad): Jacqueline Hannah Albert (Rashid Zulkifli (Kuala Lumpur)) For the 2nd Defendant (CIMSEC Nominees (Tempatan) Sdn Bhd): Richard Jerome Peter Selestine (Rahmat Lim & Partners (Kuala Lumpur)) For the 3rd Defendant (KNM Group Berhad) and the 4th Defendant (KNM Process Systems Sdn Bhd): Anucia Yong A/P Devendran (Deol & Gill (Kuala Lumpur))

LIST OF CASES REFERRED TO IN THIS JUDGMENT Benjamin Lim Keong Hoe v Tan Sri Lim Kok Thay [2024] MLJU 2186

Bursa Malaysia Securities Berhad v Mohd Afrizan bin Husain [2022] 3 MLJ 450 (Federal Court)

Bursa Malaysia Securities Berhad v Gan Boon Aun [2018] 4 MLJ 695

LGB Engineering Sdn Bhd v Rayston Resources Sdn Bhd [2018]

Lim Swee Chai v Advancecon Holdings Bhd & Anor [2024] MLJU 964

Miller v Minister of Pensions [1947] 2 All ER 372

Nyo Nyo Aye v Kevin Sathiaseelan A/L Ramakrishnan & Anor [2020] 4 MLJ 380 (Court of Appeal)

Pamol (Sabah) Ltd v Joseph bin Paulus Lantip [1995] 5 MLJ 616

Salomon v A Salomon & Co Ltd [1897] AC 22 (House of Lords)

Tengku Dato' Kamal ibni Sultan Sir Abu Bakar v Bursa

Malaysia Securities Bhd [2022] 8 CLJ 678 (Federal Court) Yeng Hing Enterprise Sdn Bhd v Liow Su Fah [1979] 2 MLJ 240 (Federal Court)

1.

Capital Markets and Services Act 2007 — section 360 (1) (c)

Companies Act 2016 — sections 2(1), 311, 313, 366, 582

Securities Industry (Central Depositories) Act 1991 — section 35

Requirements — Chapter 10, Paragraph 10.11A Rules of Court 2012 — Order 7, Order 88, Order 92