Lionel Tan Boon Leng v VPC Global Sdn. Bhd. (BA-24NCC-10-01/2022)

VPC GLOBAL SDN. BHD. (No. Pendaftaran Syarikat: 1368657-H)

CHEW YONG CHIN (No. K/P: 900425-11-5377)

CHEW YONG FOO (No. K/P: 840120-11-5091) …DEFENDAN-DEFENDAN GROUNDS OF JUDGMENT Introduction [1] By a court order dated 15.8.2023 (Enclosure 91) (“the Buy-Out Order”), the Court has ordered the 2nd Defendant and/or the 3rd Defendant to purchase the Plaintiff’s shares in the 1st Defendant (“the Plaintiff’s Shares”) at a fair value to be valued by an auditor or independent accountant. [2] By the subsequent court order dated 17.1.2024 (Enclosure 100) (“the Valuation Order”), the Court has ordered for the Plaintiff’s Shares to be assessed and valued as at 1.6.2021. [3] The Plaintiff has prepared its share valuation report dated 25.4.2025 by FHMH Corporate Advisory Sdn Bhd (Baker Tilly Malaysia) (“the Plaintiff’s Valuation Report”). [4] The 2nd Defendant and 3rd Defendant have prepared its share valuation report dated 31.10.2025 by Lim & Young Appraisal Pte Ltd (“the Defendants’ Valuation Report”). [5] After perusal of the cause papers and upon hearing submissions by the counsels, I have ordered the 2nd Defendant and 3rd Defendant to purchase the Plaintiff’s Shares at the sum of RM400,000.00. Background facts [6] The Plaintiff initiated oppression proceedings against the Defendants pursuant to Section 346 of the Companies Act 2016. [7] On 15.8.2023, the Court granted the Buy-Out Order in favour of the Plaintiff, where the Court has ordered the 2nd Defendant and the 3rd Defendant to purchase the Plaintiff’s Shares at a fair value to be assessed by an auditor or independent accountant. [8] Following the Buy-Out Order, the Court granted the Valuation Order on 17.1.2024 for the Plaintiff’s Shares to be assessed and valued as at 1.6.2021. [9] The Plaintiff appointed FHMH Corporate Advisory Sdn Bhd, who then prepared the Plaintiff’s Valuation Report dated 25.4.2025. [10] FHMH Corporate Advisory Sdn Bhd had valued the 1st Defendant’s shares to be in the range of RM1.6 million to RM2.0 million. Therefore, based on the Plaintiff’s 25% shareholding, the Plaintiff submits that the Plaintiff’s Shares is valued between RM400,000.00 to RM500,000.00. [11] The 2nd Defendant and the 3rd Defendant appointed Lim & Young Appraisal Pte Ltd, who prepared the Defendants’ Valuation Report dated 31.10.2025. [12] Lim & Young Appraisal Pte Ltd has valued the 1st Defendant’s shares at RM798,203.00. Therefore, based on the Plaintiff’s 25% shareholding, the 2nd Defendant and the 3rd Defendant submits that the Plaintiff’s Shares is valued at RM199,550.00. Summary of the Plaintiff’s case [13] The Plaintiff submits that the Court has ordered for the valuation to be conducted by only one independent valuer. [14] Thereafter, the Plaintiff and the Defendants have collectively agreed to the appointment of FHMH Corporate Advisory Sdn Bhd as the independent valuer. [15] In fact, the 2nd Defendant and the 3rd Defendant have also signed the appointment letter to appoint FHMH Corporate Advisory Sdn Bhd and they have also paid the first invoice. [16] FHMH Corporate Advisory Sdn Bhd then prepared their valuation report dated 25.4.2025 and has valued the 1st Defendant’s shares to be in the range of RM1.6 million to RM2.0 million. [17] In coming to their conclusion, FHMH Corporate Advisory Sdn Bhd based their finding on the methodology of relative valuation analysis (“the RVA Methodology”), which seeks to compare a company’s implied trading multiple to that of comparable companies to determine the 1st Defendant’s financial worth. [18] Dissatisfied with FHMH Corporate Advisory Sdn Bhd’s valuation report, the Defendants unilaterally appointed its own valuer, namely, Lim & Yong Appraisal Pte Ltd to conduct another valuation report dated 31.10.2025. [19] The Plaintiff argues that the Defendants’ appointment of Lim & Yong Appraisal Pte Ltd and the preparation of the Defendants’ Valuation Report should not be admissible for the following reasons: -

The Defendants’ Valuation Report is against the Buy-Out

The Defendants have already provided the relevant documentation, information and representations to FHMH

The Defendants have already been seeking clarification from FHMH Corporate Advisory Sdn Bhd on the valuation report even at its draft stages;

The Defendants have informed the Court at numerous case managements that parties have jointly appointed

The Defendants did not file any application to vary the

Lim & Yong Appraisal Pte Ltd are not independent as they only took instructions from the Defendants; and

The Defendants’ Valuation Report is a backdoor attempt to circumvent the Buy-Out Order and the Valuation Order. [20] The Plaintiff also argues that there is no qualification or experience shown to support Lim & Yong Appraisal Pte Ltd’s expertise in the subject matter. Lim & Yong Appraisal Pte Ltd is also a company from Singapore, as compared to FHMH Corporate Advisory Sdn Bhd (Baker Tilly Malaysia), which has the necessary experience and qualification within Malaysia. Summary of the Defendants’ case [21] The Defendants say that they never agreed to the appointment FHMH Corporate Advisory Sdn Bhd. Therefore, in order to oppose the Plaintiff’s Valuation Report, the Defendants appointed Lim & Yong Appraisal Pte Ltd. [22] The Defendants argue that the Plaintiff’s Valuation Report suffers from defects that render it unreliable and unsuitable: -

FHMH Corporate Advisory Sdn Bhd had relied solely on the RVA Methodology. This single-method approach is incomplete as FHMH Corporate Advisory Sdn Bhd failed to take into account the uncertainties and risks in the vape industry (the 1st Defendant’s business);

FHMH Corporate Advisory Sdn Bhd only relied on four comparable companies, some of which were manufacturers of vaping products rather than distributors;

FHMH Corporate Advisory Sdn Bhd had included companies with negative price-to-earnings (P/E) ratios. The negative P/E ratios should not form part of the calculation because they distort the valuation and do not reflect meaningful market behaviour; and

FHMH Corporate Advisory Sdn Bhd failed entirely to consider the regulatory and legal risks that were inherent in the vape industry. [23] The Defendants argues that the Defendants’ Valuation Report is methodologically superior because it uses two recognised valuation approaches, namely the “Guideline Public Company Method” and the “Guideline Transaction Method”. [24] The Defendants’ Valuation Report had also considered eight comparable companies, which provides a more statistically reliable and representative sample than the Plaintiff’s four comparables. [25] The Defendants also submit that they have never agreed for the valuation process to be restricted to one valuer and that the Court had never instructed that only a single valuation report may be relied upon. [26] The Defendants also points out that during the case management on 14.10.2025, the Court had allowed the Defendants to sought another independent expert to rebut the Plaintiff’s Valuation Report. Findings by the Court [27] In order to decide whether the Court has ordered for the valuation to be conducted by one or more valuers, the first point of reference would have to be the Buy-Out Order and the Valuation Order. The Buy-Out Order states that: - “... MAKA ADALAH PADA HARI INI DIPERINTAHKAN bahawa permohonan Plaintif dibenarkan seperti berikut: -

Defendan Kedua dan/atau Ketiga untuk membeli kesemua saham Plaintif dalam syarikat Defendan Pertama pada suatu nilai yang adil yang akan dinilai oleh juruaudit atau akauntan bebas yang dianggap suaimanfaat oleh Mahkamah Yang Mulia ini;

Pihak Plaintif dan Defendan-Defendan untuk memaklumkan Mahkamah Yang Mulia ini berkenaan dengan isu tarikh penilaian dan/atau pentaksiran saham Plaintif dalam syarikat Defendan Pertama dan juga keterangan juruaudit atau akauntan bebas semasa sesi pengurusan kes pada 10 Oktober 2023;” [28] Corresponding thereto, the Valuation Order states that: - “... MAKA ADALAH PADA HARI INI DIPERTINTAHKAN bahawa:

Saham Plaintif dalam syarikat Defendan Pertama adalah untuk dinilai dan/atau ditaksir pada tarikh 01.06.2021;

Plaintif dan Defendan-Defendan dikehendaki memaklumkan Mahkamah Yang Mulia ini berkenaan dengan laporan/keterangan juruaudit atau akauntan bebas bagi penilaian dan/atau pentaksiran saham Plaintif dalam syarikat Defendan Pertama semasa sesi pengurusan kes pada 22.4.2021.” [29] Looking at the plain wordings of the Buy-Out Order and the Valuation Order, I disagree with the Defendants’ suggestions. The wordings of the Buy-Out Order and the Valuation Order is clear. It does not contemplate for the valuation to be conducted by different valuers. [30] I also agree that there were no formal applications made by the Defendants to vary the Buy-Out Order and the Valuation Order. [31] The Defendants’ initial stance is also in line with the reliance of a single valuer. The Plaintiff’s affidavit affirmed on 19.11.2025 (Enclosure 107) had exhibited FHMH Corporate Advisory Sdn Bhd’s letter of appointment dated 4.10.2024, which was signed and accepted by the Plaintiff, the 2nd Defendant and the 3rd Defendant. [32] The Plaintiff’s affidavit affirmed on 25.11.2025 (Enclosure 108) shows the series of email correspondences between the Defendants (or their solicitors) with FHMH Corporate Advisory Sdn Bhd. These correspondences show that the Defendants had provided information and documentation to the valuer. [33] As such, I agree that the Defendants’ Valuation Report is a backdoor attempt to circumvent the Buy-Out Order and the Valuation Order. In Chew Eng Choon & Ors v Profound Gateway Sdn Bhd & Ors [2021] MLJU 2959, Ahmad Fairuz Zainol Abidin J held: - “[17] This Court dismissed the application of the Defendants to have their own expert to be appointed and brought to Court. This is simply because of the original decision handed down by the learned Justice Lau directed that only one expert be appointed. To the mind of this Court, the application by the Defendants to introduce another expert at this stage is a backdoor attempt of circumventing the original Court Order. It was therefore rejected.” [34] I also do not accept the Defendants’ submission that the Defendants’ Valuation Report is methodologically superior because it uses multiple valuation method. The Court of Appeal in Folin & Brothers Sdn Bhd (in liquidation) & Ors v Folin Food Processing Sdn Bhd & Ors [2011] 6 MLJ 585 held that weaknesses in the valuation alone are not sufficient to oppose a valuation report, as there must be evidence demonstrating a manifest error in the valuation: - “[116] There may be weaknesses on part of Ernst & Young in relying on the valuation of the property by First Pacific and an audited management report to the accounts of Folin Food for the financial year ended 31 December 2008 without taking into account the fact that the an audited management report was challenged, but such weakness alone are insufficient to constitute actionable negligence in law on part of Ernst & Young.” [35] I also do not accept the Defendants’ contention that the Plaintiff’s Valuation Report is unreliable because it relied solely on the RVA Methodology. In Integrated Training and Services Sdn Bhd v Kerajaan Malaysia & Ors [2022] 3 MLJ 77, the Federal Court held that once parties have agreed to the mutually appointed valuer, parties are bound by such valuation. The mere fact that either party is unhappy with the methodology used by the valuer cannot be a reason to set aside the valuer’s determination: - “[28] The law is trite. Once parties have agreed to the mutually appointed expert, parties are bound by the expert’s determination. The court will not generally intervene in a matter which is within the jurisdiction of the expert save in the narrow circumstances where vitiating factor such as fraud, collusion or partially/bias can be shown. See also the English Court of Appeal in Barclays Bank plc v Nylon Capital LLP [2011] EWCA Civ 826. We found there was no vitiating factor shown in this appeal. The respondents did not allege that the expert was not honest in preparing the report. Even if it was true that the expert had taken into consideration irrelevant documents in preparing his report, that is not a vitiating factor or a ground to unravel the agreement as shown by previous authorities such as Campbell v Edwards. [29] The mere fact that the respondents were not happy with the methodology used by the expert cannot be a reason to set aside the expert’s determination. The respondents had also not adduced any evidence to show that the expert had transcended the limits of his engagement.” [36] In Lee Kee Choong v Empat Nombor Ekor (NS) Sdn Bhd & Ors [1975] 1 MLJ 134, the Federal Court held that the courts must rely on the valuation report prepared by the appointed independent valuer unless there is evidence proving that the valuation was manifestly wrong: - “In dealing with all these grounds we had to consider the test to be applied in such cases as laid down in decided cases. In Collier v Mason (1858) 25 Bear 200; 53 ER 613 614 Sir John Romilly M.R. said: …. Here the referee has fixed the price, which is said to be evidence of miscarriage, but this court upon the principle laid down by Lord Eldon, must act on that valuation, unless there be proof of some mistake, or some improper motive, I do not say a fraudulent one; as if the valuer had valued something not included, or had valued it on a wholly erroneous principle, or had desired to injure one of the parties to the contract; or even, in the absence of any proof of any one of these things, if the price were so excessive or so small as only to be explainable by reference to some such cause; in any one of these cases the court would refuse to act on the valuation. …. In all the circumstances of the case we could find no justification to go behind the valuation report or allow any further inquiries to be made as to the correctness or otherwise of such valuation. We therefore dismissed the appeal with costs.” [37] I also accept that Lim & Yong Appraisal Pte Ltd only took instructions from the Defendants. Therefore, the independence of the Defendants’ Valuation Report would be compromised. [38] Lastly, on the issue raised by the Defendants contending that the Court had during the case management on 14.10.2025 allowed the Defendants to sought another independent expert, I am of the opinion that the directions made by the previous judge during the case management do not override the formal orders granted in the Buy-Out Order and the Valuation Order. There are no formal applications by the Defendants to vary the Buy-Out Order and the Valuation Order. Conclusion [39] I accept the findings made in the share valuation report dated 25.4.2025 by FHMH Corporate Advisory Sdn Bhd. [40] I hereby order for the 2nd Defendant and the 3rd Defendant to purchase the Plaintiff’s Shares at the sum of Ringgit Malaysia Four Hundred Thousand (RM400,000.00) only with no order as to costs. Dated the 18th May 2026. (SEOW HOCK PENG) JUDICIAL COMMISSIONER HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Counsel: For the Plaintiff : Bryan Teo Wee Xin (Messrs Joel & Mei) For the Defendants : Nakeeran Kumar s/o Kanthavel Aradhna Kaur d/o Jasbeer Singh Zahratul Husna binti Khairul Anuar (PDK) (Messrs Jasbeer Nur & Lee)

Chew Eng Choon & Ors v Profound Gateway Sdn Bhd & Ors [2021] MLJU 2959

Folin & Brothers Sdn Bhd (in liquidation) & Ors v Folin Food

Integrated Training and Services Sdn Bhd v Kerajaan Malaysia & Ors [2022] 3 MLJ 77

Lee Kee Choong v Empat Nombor Ekor (NS) Sdn Bhd & Ors [1975] 1 MLJ 134