Liew Ah Onn v Tan Wei Lian (WA-24NCC-699-12/2025)

TAN WEI LIAN (IC NO.:681028-05-5561)

TAN LEE CHIN (IC NO.:691106-05-5102)

SAMUDRA LUAS SDN BHD [Company No.:201801004227(1266241-P)] …DEFENDANTS AND PROPOSED INTERVENERS:

TWL AVENUE (KAPAR) SDN BHD (also known as “Tinta Land”) [Company No.: 202201012514 (1458211-A)]...1ST PROPOSED

TWL CAPITAL BERHAD [Company No.: 200601021373 (741126-K)]...2ND PROPOSED

TWL HOLDINGS BERHAD [Company No: 199401039944 (325631-V)]...3RD PROPOSED GROUNDS OF JUDGMENT (Enclosure 14 — Application to Intervene; Enclosure 1 — Application for Leave) under Sections 347 and 348 of the Companies Act 2016 I. INTRODUCTION [1] Before this Court are two applications filed in connection with the same underlying dispute. The first, Enclosure 14, is an application by TWL Avenue (Kapar) Sdn Bhd (known commercially as “Tinta Land”), TWL Capital Berhad, and TWL Holdings Berhad (collectively, “the Proposed Interveners”) for leave to intervene and to be added as defendants in the proceedings, pursuant to Order 15 rule 6(2)(b) and Order 92 rule 4 of the Rules of Court 2012. The second, Enclosure 1, is an Originating Summons filed by the Plaintiff, Liew Ah Onn, seeking the leave of this Court under sections 347 and 348 of the Companies Act 2016 to commence a statutory derivative action in the name of and on behalf of the 3rd Defendant, Samudra Luas Sdn Bhd (“the Company” or “Samudra Luas”), against the 1st Defendant, Tan Wei Lian (“D1”), the 2nd Defendant, Tan Lee Chin (“D2”), and the Proposed Interveners. [2] The proposed derivative action seeks to impugn a series of corporate transactions carried out between September 2023 and April 2024, by which the Company’s original 80% controlling shareholding in Tinta Land was reduced to a de minimis holding of approximately 0.01%. The Plaintiff alleges that these transactions were effected through conflicted self-dealing, a share transfer at grossly undervalued consideration, and two successive rights issues which the Company was caused to decline to subscribe to, with the result that effective control of Tinta Land was diverted from the Company to entities connected to D1, D2, and their associates. [3] As Enclosure 14 seeks to intervene at the threshold leave stage of Enclosure 1, it is logically prior and shall be determined first. The statutory framework governing both applications is found in sections 347 and 348 of the Companies Act 2016. The nature and scope of the leave inquiry under that framework — as authoritatively settled by the Federal Court — necessarily governs the question of who may properly participate in that inquiry. [4] For the reasons that follow, this Court finds as follows. Enclosure 14 is dismissed. The Proposed Interveners are neither necessary nor proper parties to the threshold leave application. Enclosure 1 is allowed in terms of Prayers 1, 2, 4 (as modified by this Court), and 6 (with the timeline varied from seven to thirty days). Prayers 3 and 5 of Enclosure 1 are dismissed. II. BACKGROUND FACTS [5] The material facts, as they appear from the affidavit evidence before this Court and as they are not substantially in dispute at this stage, may be summarised as follows. Where the affidavit evidence conflicts, this Court neither resolves the conflict nor draws adverse inferences at this threshold stage — that exercise is reserved for the trial court in the substantive derivative proceedings. [6] Samudra Luas Sdn Bhd (the 3rd Defendant) is a private limited company incorporated in Malaysia. At all material times, D1, Tan Wei Lian, and D2, Tan Lee Chin — who are siblings — were directors of Samudra Luas. The Plaintiff, Liew Ah Onn, was likewise a director of Samudra Luas until his removal by an Extraordinary General Meeting (“EGM”) on 15 August 2025. [7] Samudra Luas was at all material times the majority shareholder of TWL Avenue (Kapar) Sdn Bhd (“Tinta Land”), originally holding 2,000 of the 2,500 issued shares in Tinta Land — a controlling 80% stake. Tinta Land was accordingly a subsidiary of Samudra Luas prior to the transactions now in issue. [8] The positions held by D1 and D2 at the material time are central to the Plaintiff’s complaint of conflicted self-dealing. D1 was a director of Samudra Luas, Tinta Land, TWL Capital Berhad, and TWL Holdings Berhad simultaneously. D2 was a director of Samudra Luas, Tinta Land, and TWL Holdings Berhad. D1’s wife, Sek Chian Nee, was a director and 50% shareholder of TWL Capital Berhad. The Plaintiff was a director of both Samudra Luas and Tinta Land until his successive removals from those boards, as set out below. [9] On 27 September 2023, the board of Tinta Land — comprising D1 and D2, among others — resolved to split Samudra Luas’s holding of 2,000 shares in Tinta Land and to transfer 1,000 of those shares to TWL Capital Berhad for a total consideration of RM1,000.00. The share transfer was formally registered on 5 October 2023. [10] On 8 November 2023, an EGM of Tinta Land was convened. At that EGM, the Plaintiff was removed as a director of Tinta Land. The EGM also approved a First Rights Issue, authorising an increase in Tinta Land’s share capital by up to ten million shares. On 17 November 2023, the Tinta Land board passed a written resolution to provisionally allot the First Rights Issue shares, with four million new shares offered to Samudra Luas. [11] On 8 December 2023, the board of Samudra Luas met and resolved not to subscribe to the First Rights Issue, citing the Plaintiff’s refusal to invest additional funds. D1 and D2, who were directors of Samudra Luas and had participated in the Tinta Land board resolutions leading to the First Rights Issue, were present at and voted in that Samudra Luas board meeting. The Plaintiff contests the propriety of that resolution. Whatever the internal dynamic at the Samudra Luas board, the direct consequence was that Samudra Luas’s proportionate stake in Tinta Land was substantially diluted. [12] On 14 March 2024, Tinta Land resolved to implement a Second Rights Issue on a three-for-one basis. Samudra Luas again did not subscribe. On 8 April 2024, the directors of Tinta Land allotted 6,000,000 excess rights shares to a third party, Low Swee Foong, thereby completing the dilution. [13] Following these transactions, Samudra Luas’s shareholding in Tinta Land was reduced from 2,000 shares out of 2,500 (80%) to 1,000 shares out of a total of 10,002,500 — a de minimis holding of approximately 0.01%. Tinta Land is accordingly no longer a subsidiary of Samudra Luas. TWL Holdings Berhad has, through these transactions, acquired a 51% majority controlling stake in Tinta Land. [14] On 15 August 2025, the Plaintiff was removed as a director of Samudra Luas by EGM. On 10 October 2025, the Plaintiff issued to the directors of Samudra Luas a written notice of his intention to apply to this Court for leave to commence a statutory derivative action, pursuant to section 348(2) of the Companies Act 2016. A revised notice was issued on 30 October 2025 to correct typographical errors. No response was received from the board indicating that the Company would itself commence the proposed action. [15] The Plaintiff filed Enclosure 1 upon the expiry of the thirty-day statutory notice period. III. PARTIES’ SUBMISSIONS A. On Enclosure 14 [16] The Proposed Interveners seek to intervene pursuant to Order 15 rule 6(2) (b) and Order 92 rule 4 of the Rules of Court 2012, alternatively the inherent jurisdiction of this Court. They contend that they have a direct legal and proprietary interest in the subject matter of the intended derivative action. They point out that the reliefs to be sought in the proposed derivative action include monetary compensation, cancellation of shares, and the re-transfer of shares in Tinta Land presently held by TWL Capital Berhad and TWL Holdings Berhad — reliefs aimed squarely at them. They submit that their participation at the leave stage is necessary to ensure that a complete and balanced factual matrix is before the Court. [17] The Proposed Interveners rely on the general joinder principles formulated by Lord Diplock in Pegang Mining Co Ltd v Choong Sam [1969] 2 MLJ 52 (Privy Council): whether their rights against or liabilities to any party to the action, in respect of the subject matter of the action, would be directly affected by any order made in the action. They submit that this test has been consistently applied in Tajjul Ariffin bin Mustafa v Heng Cheng Hong, Arab Malaysian Merchant Bank Bhd v Dr Jamaludin Dato’ Mohd Jarjis, Tohtonku Sdn Bhd v Superace (M) Sdn Bhd, and Hong Leong Bank Bhd v Staghorn Sdn Bhd, and that those authorities compel their addition as parties to these proceedings. [18] The Proposed Interveners further contend that their participation at the leave stage is essential so that contemporaneous board minutes and resolutions may be placed before the Court in order to rebut the Plaintiff’s characterisation of the transactions, and that excluding them while their proprietary interests in Tinta Land are being brought into question amounts to a breach of natural justice. B. On Enclosure 1 [19] The Plaintiff opposes Enclosure 14 entirely, submitting that it is an abuse of process designed to delay the leave inquiry and convert it into a merits contest. He relies principally on Dato’ Seri Timor Shah Rafiq v Nautilus Tug & Towage Sdn Bhd and another appeal [2024] 3 MLJ 433 (“Nautilus”) and the Singapore High Court decision in Reignwood International Investment (Group) Co Ltd v Opus Tiger 1 Pte Ltd for the proposition that the sole lis in a leave application is whether the Court ought to sanction a deviation from the principle of majority rule — a question wholly internal to the company. Putative defendants are strangers to that question and have no standing to insist on being heard at the leave stage. No order at the leave stage finally determines their liability, and their rights as defendants in the substantive action are fully preserved. [20] On Enclosure 1, D1 and D2 oppose the grant of leave on two principal grounds. First, they contend that the Plaintiff is not acting in good faith within the meaning of section 348(4)(a) of the Companies Act 2016: the application is driven by personal hostility following the Plaintiff’s successive removals from the boards of Tinta Land and Samudra Luas, and constitutes a pressure tactic designed to force the remaining shareholders into buying out the Plaintiff’s personal stake in Samudra Luas — a collateral purpose which negates good faith. Second, D1 and D2 submit that the restructuring of Tinta Land was commercially necessary to inject fresh funding. They contend that four million new shares were offered to Samudra Luas in the First Rights Issue, that it was the Plaintiff’s own refusal to invest that caused Samudra Luas to decline the subscription, and that unwinding these transactions would now destabilise Tinta Land and prejudice its existing financing arrangements. [21] The Plaintiff maintains that he acts in good faith and that the proposed action is in the Company’s best interest. He relies on the confluence of conflicts of interest: D1 and D2 sat on both sides of every material transaction, as directors simultaneously of Samudra Luas and the recipient entities, and D1’s wife held a 50% stake in TWL Capital Berhad — the direct recipient of the 1,000 Tinta Land shares transferred in October 2023. The consideration for those shares was RM1,000.00 — a sum patently nominal relative to the value of any significant stake in a going concern. The Plaintiff submits that the Company has a compelling interest in seeking restoration of the shares, compensation, or an account of profits. IV. ISSUES FOR DETERMINATION [22] The following issues fall for determination: i. Whether the Proposed Interveners are necessary or proper parties to the leave application under sections 347 and 348 of the Companies Act 2016 (Enclosure 14); ii. Whether the application for a stay of proceedings pending appeal ought to be granted (Enclosure 14); iii. Whether the Plaintiff qualifies as a “complainant” within the meaning of section 345 of the Companies Act 2016 and whether the notice requirement under section 348(2) has been complied with; iv. Whether the Plaintiff is acting in good faith within the meaning of section 348(4) (a) of the Companies Act 2016; v. Whether it appears prima facie to be in the best interest of the Company that leave be granted within the meaning of section 348(4)(b) of the Companies Act 2016; vi. Whether Prayers 3 and 5 of Enclosure 1 ought to be allowed; and vii. The appropriate costs order. V. PRINCIPLES OF LAW A. Statutory Provisions [23] Section 347 of the Companies Act 2016 provides: “(1) A complainant may, with the leave of the Court initiate, intervene in or defend a proceeding on behalf of the company.

Proceedings brought under this section shall be brought in the company’s name.

The right of any person to bring, intervene in, defend or discontinue any proceedings on behalf of a company at common law is abrogated.” [24] Section 348 of the Companies Act 2016 provides, in so far as material: “(2) The complainant shall give thirty days’ notice in writing to the directors of his intention to apply for the leave of Court under section 347.

Where leave has been granted for an application under section 347, the complainant shall initiate proceedings in Court within thirty days from the grant of leave.

In deciding whether or not the leave shall be granted, the court shall take into account whether —

the complainant is acting in good faith; and

it appears prima facie to be in the best interest of the company that the application for leave be granted.” [25] Section 350 of the Companies Act 2016 empowers this Court, in granting leave under sections 347 and 348, to make such further orders as it thinks appropriate, including: “(a) authorising the complainant or any other person to control the conduct of the proceedings; ...

for any person to provide assistance and information to the complainant, including to allow inspection of the company’s books;

requiring the company to pay reasonable legal fees and disbursements incurred by the complainant in connection with the application or action...” [26] Order 15 rule 6(2) of the Rules of Court 2012 provides, in so far as material: “Subject to the provisions of this rule, at any stage of the proceedings in any cause or matter, the Court may on such terms as it thinks just and either of its own motion or on application —

order any person who has been improperly or unnecessarily made a party... to cease to be a party;

order any of the following persons to be added as a party, namely —

any person who ought to have been joined as a party or whose presence before the Court is necessary to ensure that all matters in dispute in the cause or matter may be effectually and completely determined and adjudicated upon...” [27] Order 92 rule 4 of the Rules of Court 2012 provides: “For the avoidance of doubt it is hereby declared that nothing in these Rules shall be deemed to limit or affect the inherent powers of the Court to make any order as may be necessary to prevent injustice or to prevent an abuse of the process of the Court.” B. Case Law [28] The governing authority on the leave application under sections 347 and 348 is the Federal Court’s decision in Dato’ Seri Timor Shah Rafiq v Nautilus Tug & Towage Sdn Bhd and another appeal [2024] 3 MLJ 433 (“Nautilus”). The Federal Court held that the common law derivative action has been unequivocally abrogated by section 347(3) of the Companies Act 2016, and that sections 347 and 348 provide the exclusive statutory gateway to derivative proceedings. That holding is binding on this Court. [29] The Federal Court in Nautilus settled the test for good faith under section 348(4)(a) as a two-fold inquiry. The first limb requires the complainant to hold an honest belief that a good cause of action exists and has a reasonable prospect of success. The second limb requires that the application must not be brought for a collateral purpose. The honest-belief limb contains both subjective and objective elements — a professed honest belief may be rejected if no reasonable person in the complainant’s circumstances could hold it. Good faith under section 348(4)(a) and the prima facie best interest of the company under section 348(4)(b) are each mandatory and independent pre-requisites; both must be satisfied before leave may be granted. Although the facts may overlap, the two criteria must be addressed separately. [30] On the character of the leave inquiry, the Federal Court in Nautilus was emphatic: this Court is not to conduct a mini-trial on the merits of the proposed claim. The general approach is to consider only whether the proposed action is legitimate and arguable. A claim should be rejected at the leave stage only if it is frivolous, vexatious, or devoid of merit. [31] For the prima facie best interest inquiry under section 348(4)(b), Nautilus identified the following as relevant considerations: the prospects of success of the proposed action; the likely costs; the likely recovery if the action succeeds; and the likely consequences to the company if the action fails. These are assessed at a prima facie threshold and are not to be determined conclusively at the leave stage. [32] On joinder, the foundational test under Order 15 rule 6(2)(b) was formulated by Lord Diplock in Pegang Mining Co Ltd v Choong Sam [1969] 2 MLJ 52 (Privy Council). The relevant question is: will the would-be intervener’s rights against or liabilities to any party to the action, in respect of the subject matter of the action, be directly affected by any order that may be made in the action? Only an affirmative answer engages the power under Order 15 rule 6(2)(b). [33] The Singapore High Court in Reignwood International Investment (Group) Co Ltd v Opus Tiger 1 Pte Ltd observed, in the context of the equivalent statutory derivative action regime, that the sole lis in a leave application is whether the court ought to sanction a deviation from the fundamental principle of majority rule in the management of company affairs. That question is internal to the company and its membership; putative defendants are strangers to it. This Court finds that observation persuasive and fully consistent with the statutory scheme of sections 347 and 348 of the Companies Act 2016. [34] On burden and standard of proof: in civil proceedings generally, the applicable standard is the balance of probabilities — see Miller v Minister of Pensions [1947] 2 All ER 372 per Denning J. The present leave application, however, is not a trial on the merits. The burden of satisfying the statutory criteria under section 348(4)(a) and (b) rests on the Plaintiff as complainant. The applicable standard is not the balance of probabilities applicable at trial; it is the statutory threshold — the Court asks whether the Plaintiff is shown to act in good faith and whether it appears prima facie that granting leave is in the Company’s best interest. On the merits of the proposed claim, the Court need only be satisfied that the claim is legitimate and arguable, and is not frivolous, vexatious, or devoid of merit. VI. ANALYSIS AND FINDINGS A. Issue (i) — Enclosure 14: Whether the Proposed Interveners Are Necessary or Proper Parties [35] The starting point is the Pegang Mining test. This Court accepts Lord Diplock’s formulation as the governing test for joinder under Order 15 rule 6(2)(b): will the Proposed Interveners’ rights against or liabilities to any party, in respect of the subject matter of the action, be directly affected by any order made in this action? [36] The difficulty for the Proposed Interveners, however, is that the “action” in which they seek to participate is not the substantive derivative suit — it is the leave application in Enclosure 1. The subject matter of a leave application under section 348 is narrow and specific: whether the statutory criteria in section 348(4)(a) and (b) have been met so as to justify this Court permitting the Company to be compelled to litigate in its own name. The only order that may issue from such an application is a grant or refusal of that authorisation. No order on a leave application determines the liability of intended defendants, conveys or cancels shares, or creates any enforceable rights or obligations as between the Plaintiff and the Proposed Interveners. [37] This Court accordingly applies the Pegang Mining test to the correct subject matter: will any order made in Enclosure 1 directly affect the legal rights or liabilities of the Proposed Interveners? The answer is no. A grant of leave does not adjudicate whether the share transfer of October 2023 was at undervalue, whether the rights issues were carried out in breach of duty, or whether any shares should be cancelled or restored. It creates no issue estoppel and no res judicata binding on the Proposed Interveners in any subsequent proceedings. All that a grant of leave does is to authorise the Plaintiff to commence proceedings in the Company’s name — proceedings in which the Proposed Interveners will be fully entitled to participate as defendants, with every right available to them in substantive litigation entirely intact. The Pegang Mining test is accordingly not satisfied. [38] The Proposed Interveners cite Tajjul Ariffin bin Mustafa v Heng Cheng Hong, Arab Malaysian Merchant Bank Bhd v Dr Jamaludin Dato’ Mohd Jarjis, Tohtonku Sdn Bhd v Superace (M) Sdn Bhd, and Hong Leong Bank Bhd v Staghorn Sdn Bhd in support of the general joinder principles. This Court has no difficulty with those decisions as correct statements of the joinder rules in ordinary civil proceedings. The critical distinction, however, is this: none of those cases arose in the context of a statutory derivative action leave application under sections 347 and 348 of the Companies Act 2016. In each of those cases, the order sought in the substantive proceedings could directly produce a result affecting the putative intervener’s rights or liabilities. A section 348 leave application, by its very nature and by legislative design, cannot produce any such result. Those authorities cannot be transposed from the setting of substantive civil litigation into the statutory threshold inquiry under sections 347 and 348, and they do not advance the Proposed Interveners’ position. [39] The Proposed Interveners invoke Order 92 rule 4 in the alternative. This Court declines to exercise its inherent jurisdiction in this manner. It is a well-established principle that inherent jurisdiction may not be invoked to circumvent or override a specific statutory regime. The provisions in sections 347 to 350 of the Companies Act 2016 form a comprehensive and self-contained code governing derivative proceedings and the leave stage. There is no lacuna in that code requiring supplementation by the inherent jurisdiction, and Order 92 rule 4 does not expand the Court’s permissible role at this threshold stage beyond what the statute prescribes. [40] The Proposed Interveners argue that excluding them at the leave stage denies them natural justice because their proprietary interests in Tinta Land are being put in issue. This Court is not persuaded. The principle of natural justice requires that a party be heard before a determination is made against it. At the leave stage, no determination is made against the Proposed Interveners — their interests in the shares of Tinta Land remain entirely intact following this ruling. If leave is granted and a derivative action is commenced, the Proposed Interveners will be joined as defendants and will have the full benefit of due process: the right to file a defence, apply to strike out the claim, contest the factual narrative, adduce evidence, examine witnesses, and make submissions on every issue including the validity and commercial rationale of the impugned transactions. There is no procedural unfairness in the ordinary conduct of this leave application. [41] The practical consequence of permitting intervention at this stage also bears examination. The Proposed Interveners seek to adduce contemporaneous board minutes and resolutions to “rebut the Plaintiff’s narrative.” That desire is directed entirely at the merits of the proposed claim. To receive and weigh such evidence at the leave stage would be to do precisely what the Federal Court in Nautilus cautioned against — converting a threshold inquiry into a mini-trial. It would defeat the utility of the leave filter and undermine the legislative purpose of sections 347 and 348 of the Companies Act 2016. [42] For these reasons, this Court finds that the Proposed Interveners are not necessary or proper parties to this leave application. Enclosure 14 is dismissed. B. Issue (ii) — Enclosure 14: Application for Stay Pending Appeal [43] The Proposed Interveners apply for a stay of the leave proceedings pending any appeal from this Court’s dismissal of Enclosure 14. This application is refused. The Proposed Interveners have not demonstrated any special circumstances that would warrant a stay. A stay at this stage would delay the leave inquiry and thereby prejudice the very remedy that section 347 of the Companies Act 2016 is designed to make available to complainants. Critically, the dismissal of Enclosure 14 does not finally determine the rights of the Proposed Interveners in any respect — their full complement of rights as prospective defendants in the substantive action remains entirely preserved. There is accordingly no risk that any appeal from this ruling would be rendered nugatory. The application for a stay is refused. C. Issue (iii) — Complainant Status and Notice Compliance [44] The question of whether the Plaintiff qualifies as a complainant and whether the notice requirement has been satisfied is not in dispute. The Plaintiff, as a former director of Samudra Luas, falls within the definition of “complainant” in section 345 of the Companies Act 2016. The Plaintiff issued the requisite written notice of his intention to commence a derivative action on 10 October 2025, revised on 30 October 2025 to correct typographical errors. Upon the expiry of the thirty-day notice period, no response was received from the board indicating that the Company would itself commence the proposed action. This Court is satisfied that both the Plaintiff’s standing as a complainant and compliance with the notice requirement under section 348(2) are established. D. Issue (iv) — Good Faith under Section 348(4)(a) [45] The burden of establishing good faith rests on the Plaintiff. This Court applies the two-fold test settled by the Federal Court in Nautilus: the Plaintiff must hold an honest belief that a good cause of action exists with a reasonable prospect of success, and the application must not be brought for a collateral purpose. Both limbs must be independently satisfied. [46] On the first limb — honest belief — this Court is satisfied, both subjectively and objectively, that the Plaintiff genuinely believes there is a good cause of action. The proposed claim rests on the following factual matrix, which is not presently in substantive dispute: (a) D1 and D2 are siblings who held directorships simultaneously in Samudra Luas, Tinta Land, and the entities that directly benefited from the impugned transactions; (b) D1’s wife, Sek Chian Nee, held a 50% shareholding in TWL Capital Berhad, which was the direct recipient of the 1,000 Tinta Land shares transferred in October 2023; (c) the consideration for that transfer was RM1,000.00 — a wholly nominal sum for a substantial share parcel; (d) the same directors, wearing their Samudra Luas hats, subsequently participated in the decision not to subscribe to either rights issue, thereby accelerating the dilution of Samudra Luas’s already compromised position. No reasonable person confronted with this factual matrix could be expected to conclude that there was no cause of action worth pursuing. The honest belief limb is satisfied, subjectively and objectively. [47] On the second limb — collateral purpose — D1 and D2 allege that the real purpose of this application is to pressure the remaining shareholders into buying out the Plaintiff’s personal stake in Samudra Luas, and that it is driven by personal animosity following his removals from the boards. This Court is not satisfied that a collateral purpose has been made out. The reliefs to be sought in the proposed derivative action flow to the Company — the restoration of shares, compensation, and an account of profits, all for Samudra Luas’s benefit, not the Plaintiff’s personal benefit. A buy-out of the Plaintiff’s personal shareholding is not among the reliefs contemplated. That the Plaintiff was removed as a director may explain why he, rather than the current board, takes steps to vindicate the Company’s rights; it does not transform a genuine corporate grievance into a collateral personal pursuit. The presence of personal animosity, even if proved, does not of itself constitute a collateral purpose where the substance of the claim is a legitimate corporate wrong and the relief is directed entirely at the Company’s benefit. No collateral purpose is established. [48] This Court accordingly finds that the good faith requirement under section 348(4)(a) is satisfied. E. Issue (v) — Prima Facie Best Interest under Section 348(4)(b) [49] This Court must consider whether it appears prima facie to be in the best interest of Samudra Luas that leave be granted. This Court applies the four considerations identified in Nautilus at the applicable prima facie threshold, without making conclusive findings. [50] Prospects of success: At the threshold level of scrutiny, the proposed claim is legitimate and arguable. The transfer of 1,000 Tinta Land shares for RM1,000.00 — by a board at which D1 participated as a director on both the Samudra Luas side and the Tinta Land side, in favour of a company partly owned by D1’s wife — is, on its face, the paradigm of a conflicted transaction at an apparent undervalue. The successive rights issues, which together diluted Samudra Luas from an 80% controlling shareholder to a 0.01% de minimis holding, were carried through by the same directors at both company levels. These are sufficiently arguable allegations of breach of fiduciary duty and diversion of corporate opportunity. The proposed claim cannot be said to be frivolous, vexatious, or devoid of merit. [51] Likely recovery if successful: If the action succeeds, Samudra Luas stands to recover a controlling or substantial shareholding in Tinta Land, or compensation equivalent to the value of that stake. Tinta Land is a going commercial concern. The potential recovery is material and significantly outweighs the cost of litigation. This consideration weighs in favour of granting leave. [52] Likely costs of the action: Derivative proceedings will involve litigation expense. However, section 350 of the Companies Act 2016 empowers this Court to make appropriate orders in due course, including requiring the company to fund the complainant’s reasonable legal fees. The existence of litigation costs does not tip the balance against granting leave where the claim is prima facie meritorious. [53] Likely consequences to the Company if the action fails: If the action fails, Samudra Luas will remain at its present 0.01% holding in Tinta Land with potential exposure to a costs order. This is, however, essentially the status quo — a position which the Plaintiff contends is itself the product of wrongdoing. The downside risk does not outweigh the prima facie arguable claim to recover the very loss now complained of. [54] D1 and D2 submit that unwinding the impugned transactions would destabilise Tinta Land and prejudice its financing arrangements. This Court notes the submission. It may well form part of the substantive defence in the derivative proceedings and become relevant when fashioning relief if liability is established. It does not, however, answer the threshold question at this leave stage, which is whether the Company should be permitted into court to pursue an arguable claim. The best interest inquiry at this stage concerns whether leave ought to be granted — not whether a specific form of relief would cause third-party consequences. [55] This Court is satisfied that it appears prima facie to be in the best interest of Samudra Luas Sdn Bhd that leave be granted. The prima facie best interest requirement under section 348(4) (b) is met. F. Issue (vi) — Prayers 3 and 5 [56] Prayer 3 of Enclosure 1 seeks an order that the Company pay all costs incurred by the Plaintiff for the derivative proceedings on a full indemnity basis. Prayer 5 seeks an order that D1, D2, and D3 pay the Plaintiff’s general legal costs and out-of-pocket expenses on a full indemnity basis. [57] Both prayers are premature and go beyond what is appropriate at the leave stage. On Prayer 3, the power under section 350(d) of the Companies Act 2016 to require the company to pay the complainant’s reasonable legal fees is a discretionary power that is properly exercised in the course of the substantive derivative proceedings, once the quantum and reasonableness of expenses incurred can be assessed against the conduct of the case as it unfolds. To issue an open-ended costs indemnity against the Company at this stage — before proceedings have been commenced, before any assessment of costs is possible, and before the merits have been heard — would be to make a blank-cheque order that the statutory provision does not sanction. It would also be incongruous: this Court has just found that it is in the Company’s best interest to pursue the proposed action, and it would contradict that finding to simultaneously encumber the Company with an unlimited indemnity obligation that could deplete its assets before a single pleading has been filed in the derivative suit. [58] Prayer 5, which seeks a broad costs and out-of-pocket expenses order against D1, D2, and D3 jointly and severally on a full indemnity basis, is similarly premature and is, in any event, substantially duplicative of Prayer 4 which adequately addresses the costs of this leave application. Prayers 3 and 5 are accordingly dismissed. G. Issue (vii) — Costs [59] On the costs of Enclosure 14, the appropriate order is that the Proposed Interveners pay the Plaintiff’s costs fixed at RM10,000.00. This Court considers that sum reasonable having regard to the nature and complexity of the intervention application and the work involved in opposing it. [60] On the costs of Enclosure 1, Prayer 4 of the Originating Summons seeks the costs of this leave application against D1, D2, and D3 jointly and severally on a full indemnity basis. This Court allows Prayer 4 but modifies it in two respects. First, D3 (Samudra Luas) is excluded from the costs order. The Company is a nominal defendant to the leave application and is, as this Court has found, the ultimate beneficiary of the proposed action. To order the Company to bear the costs of securing leave to sue on its own behalf would directly deplete the assets that this Court has found it is prima facie in the Company’s interest to protect. It would be self-defeating to vindicate the Company’s right to pursue alleged wrongdoers while simultaneously diminishing its assets at the instance of those wrongdoers’ own litigation conduct. Second, this Court declines to award costs on a full indemnity basis, as there are no special circumstances — such as fraud, abuse of process, or contractual entitlement — that would justify that departure from the ordinary standard. [61] D1 and D2 are the directors who are alleged to have caused and who actively opposed the grant of leave in these proceedings. They are the proper respondents to the costs of this application. The costs of Enclosure 1, assessed on a standard basis in the sum of RM5,000.00, shall be paid by D1, Tan Wei Lian, and D2, Tan Lee Chin, jointly and severally to the Plaintiff. VII. CONCLUSION AND ORDERS [62] For the foregoing reasons, this Court makes the following orders:

(A) Enclosure 14 is dismissed.

(B) The application by the Proposed Interveners for a stay of proceedings pending appeal is refused.

(C) The Proposed Interveners shall pay the Plaintiff’s costs of Enclosure 14, fixed at RM10,000.00.

(D) Prayer 1 is allowed. Liew Ah Onn (the Plaintiff) is granted leave under sections 347 and 348 of the Companies Act 2016 to commence and carry on derivative proceedings in the name of and on behalf of Samudra Luas Sdn Bhd (the 3rd Defendant) against Tan Wei Lian (the 1st Defendant), Tan Lee Chin (the 2nd Defendant), TWL Avenue (Kapar) Sdn Bhd, TWL Capital Berhad, and TWL Holdings Berhad as proposed defendants in those proceedings, for the reliefs set out in the Plaintiff’s affidavit in support of

1.

(E) Prayer 2 is allowed. The Plaintiff, Liew Ah Onn, is given full conduct and control of the said derivative proceedings and any execution proceedings arising therefrom, on behalf of the 3rd Defendant, Samudra Luas Sdn Bhd.

(F) Prayer 3 is dismissed.

(G) Prayer 4 is allowed as modified. The costs of Enclosure 1, assessed on a standard basis in the sum of RM5,000.00, are to be paid by the 1st Defendant, Tan Wei Lian, and the 2nd Defendant, Tan Lee Chin, jointly and severally to the Plaintiff. The 3rd Defendant, Samudra Luas Sdn Bhd, is not included in this costs order.

(H) Prayer 5 is dismissed.

(I) Prayer 6 is allowed with variation. The 1st Defendant, Tan Wei Lian, the 2nd Defendant, Tan Lee Chin, and the 3rd Defendant, Samudra Luas Sdn Bhd, shall, within thirty (30) days of being requested to do so by the Plaintiff and/or his solicitors, accountants, or agents, provide full cooperation and assistance — including access to and copies of the complete accounting records of Samudra Luas Sdn Bhd — to the Plaintiff and/or his solicitors, accountants, or agents. [63] Pursuant to section 348(3) of the Companies Act 2016, the Plaintiff, Liew Ah Onn, shall initiate the said derivative proceedings in Court within thirty (30) days from the date of this Order. [64] By way of observation, and not forming part of this Court’s ratio, this Court notes that the dismissal of Enclosure 14 does not affect the status of the Proposed Interveners as defendants once the derivative action is formally commenced. The grant of leave in Order D above expressly encompasses the Proposed Interveners as proposed defendants in the derivative suit. Their substantive rights and defences in those proceedings are in no way determined or abridged by this ruling. VIII. APPRECIATION [65] This Court records its appreciation to learned counsel on both sides for their thorough and well-considered submissions, which greatly assisted the Court in navigating the relatively novel intersections between the joinder rules under the Rules of Court 2012 and the statutory derivative action regime under the Companies Act 2016. Dated 4hb June 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR APPEARANCES Counsel for the Plaintiff: Justin Wee Kim Fang & Cheong Ai Dee (Justin Wee (Petaling Jaya)) Counsel for the 1st and 2nd Defendants: Steven Thiru & Jen Hui Chong (Steven Thiru Advocates & Solicitors (Kuala Lumpur)) Counsel for the 3rd Defendant: Alvin Oh Seong Yew & Sia Siew Mun (Sia Siew Mun & Co. (Kuala Lumpur)) Counsel for the Proposed Interveners: Datuk Ben Chan Chong Choon & Nik Auni Syahirah binti Nik Azizi (Ben Chan (Kuala Lumpur)) TABLE OF CASES REFERRED TO Case Citation Court Arab Malaysian Merchant Bank Bhd v Dr Jamaludin Dato’ Mohd Jarjis [1991] 1 CLJ (Rep) 862 Malaysian Dato’ Seri Timor Shah Rafiq v Nautilus Tug & Towage Sdn Bhd and another appeal [2024] 3 MLJ 433 Federal Court Hong Leong Bank Bhd v Staghorn Sdn Bhd [2008] 2 MLJ 622 Malaysian Miller v Minister of Pensions [1947] 2 All ER 372 English Pegang Mining Co Ltd v Choong Sam [1969] 2 MLJ 52 Privy Council Reignwood International Investment (Group) Co Ltd v Opus Tiger 1 Pte Ltd and other matters [2021] SGHC 133 Singapore Tajjul Ariffin bin Mustafa v Heng Cheng Hong [1993] 3 CLJ 117 Malaysian Tohtonku Sdn Bhd v Superace (M) Sdn Bhd [1992] 1 CLJ (Rep) 344 Malaysian TABLE OF LEGISLATION REFERRED TO Legislation Provisions Companies Act 2016 (Act 777) Sections 345, 347, 348, 350 Rules of Court 2012 (P.U.(A) 205/2012) Order 15 rule 6(2)(b); Order 92 rule 4