QUANTUM METAL SDN. BHD. v Maybank Islamic Berhad (WA-28JM-5-04/2025)

1 IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR IN THE FEDERAL TERRITORY OF KUALA LUMPUR, MALAYSIA (COMMERCIAL DIVISION) ORIGINATING SUMMONS NO.: WA-28JM-5-04/2025 In the matter of Quantum Metal Sdn. Bhd. [Company No.: 201201027417 (1011907-U)] And In the matter of Sections 404, 405, 406 and 407, 410, 411 and 414 of the Companies Act 2016 And In the matter of the Companies (Corporate Rescue Mechanism) Rules 2018 (“CCRM Rules 2018”) And In the matter of Order 7, Order 28, Order 88 and Order 92 rule 4 of the Rules of Court 2012. 09/04/2026 16:45:00 WA-28JM-5-04/2025 Kand. 161 **Note : Serial number will be used to verify the originality of this document via eFILING portal 2 BETWEEN QUANTUM METAL SDN. BHD. [Company No.: 201201027417(1011907-U)] … APPLICANT AND

1. MAYBANK ISLAMIC BERHAD [Company No.: 200701029411 (787435-M)]

2. NEW STAR BUSINESS SDN BHD [Company No.: 201501000429 (1125761-K)]

3. AIDA FUAD & 85 ORS

4. AZMAN BIN AHMAD [NRIC No.: 610613-01-5933]

5. JUN YAMADA @ ABDUL RASHID BIN ABDULLAH [NRIC No.: 440106-89-5017]

6. TOKYO MEGANE (OPTICAL) SDN BHD [Company No.: 199301012975 (267713-K)]

7. NOR LIZA BINTI JELANI [NRIC No.: 820523-10-5228]

8. NOR HAYATI BINTI MAT JAMOR [NRIC No.: 750321-05-5188]

9. FATIM HANIMAH BINTI ABDUL KARIM [NRIC No.: 721213-14-5052] **Note : Serial number will be used to verify the originality of this document via eFILING portal 3 10. HARYATI BINTI JAMHARI [NRIC No.: 700628-08-6004]

11. SAIFUL AZWAN BIN MOHD REDZWAN [NRIC No.: 760429-05-5437]

12. AZIZAH BINTI RAZALI [NRIC No.: 790418-08-5224]

13. SUHAILAH BINTI MUSTAFA [NRIC No.: 670105-01-5640]

14. NORATASYA BINTI HASSAN SHUHAIMI [NRIC No.: 980425-15-5056]

15. KHADIJAH BINTI ZULKIFLY [NRIC No.: 830915-14-5826]

16. NG KENG FOONG [NRIC No.: 720803-10-5996]

17. AIMPACT TECH SDN BHD (Previously SEED HARVEST ACADEMY SDN BHD) [Company No.: 201701003552 (1217702-D)]

18. ARIFFUDDIN BIN AIZUDDIN [NRIC No.: 640821-08-6661]

19. BALAKUMARR BIN KARUPIAH [NRIC No.: 680601-08-6615]

20. DAUNAN WORLDWIDE SDN BHD [Company No.: 202001031398 (1387719-V)]

21. KMF NETWORK [Company No.: 202103180945 (003283822-H)] **Note : Serial number will be used to verify the originality of this document via eFILING portal 4 22. MOHD AMIN BIN MOHD ALI [NRIC No.: 740805-01-6397]

23. MOHD IZDIHAR BIN ZAINAL ARIFFIN [NRIC No.: 830608-03-6267]

24. MUHAMMAD FIRDAUS BIN AWAB [NRIC No.: 841010-04-5509]

25. MUHAMMAD SALEHUDDIN BIN MOHD NOR [NRIC No.: 800407-10-5505]

26. MUHAMMAD SYAFFIQ BIN SAHARUDDIN [NRIC No.: 940720-01-5295]

27. NOOR ZAMLAH BINTI MOHD YUNUS [NRIC No.: 650127-05-5274]

28. NOR EMILYA MASTURA BINTI ABDULLAH [NRIC No.: 711216-04-5066]

29. NORHAYATI BINTI MAT YUNUS [NRIC No.: 801013-03-5254]

30. RAMESH A/L N RAVICHANDRAN [NRIC No.: 861019-43-6141]

31. RAZMAN BIN DOLLAH @ RAMLI [NRIC No.: 770304-03-6581]

32. RICHWHALES LEGACY [Business Registration No.: SA0634046-W]

33. SHAZWANI BINTI SHAHRIN [NRIC No.: 830719-14-5458] **Note : Serial number will be used to verify the originality of this document via eFILING portal 5 34. SPECTRA GLOBAL NETWORK SDN BHD [Company No.: 887427-W]

35. SUKOR BIN MOHAMD [NRIC No.: 580101-06-6193]

36. ZAHARAH BINTI MOHAMAD NOOR [NRIC No.: 620723-10-6376]

37. ZARINA BINTI ZAKARIA [NRIC No.: 840620-03-5602] … RESPONDENTS GROUNDS OF JUDGMENT

1. These Grounds concern a Notice of Appeal (Encl 159) dated 11.3.2025 to the Court of Appeal filed by the Appellant against my decision on 26.2.2026.

2. By my decision on 16.1.2026, I dismissed Encl 1 with costs of RM10,000.00 for each set of solicitors representing the following Respondents or groups of Respondents, as the case may be: a. the First Respondent, R1 (“Maybank”); b. the Second Respondent, R2 (“New Star”); c. the Seventh to Fifteenth Respondents, R7-R15; d. the Sixteenth and Seventeeth Respondents, R16 & R17. **Note : Serial number will be used to verify the originality of this document via eFILING portal 6 3. The remaining Respondents are not asking for costs and I make no orders as to costs with respect to them.

4. Save where the context otherwise provides. all references to sections are with reference to the sections of the Companies Act 2016 (“CA 2016”). The Contents of these Grounds are set out in the table below. Contents Para No INTRODUCTION 5-6 BACKGROUND FACTS 7-10 A Smear Campaign 11-13 A Corporate Rescue 14 THE LEGAL REQUIREMENTS 15-18 Scheme under s. 405(1)(b)(iii) & Public Interest under s. 405(5) 19-27 THE FIRST CONDITION – S. 405(1)(a) & Insolvency 28-29 THE SECOND CONDITION – S. 405(1)(b) & Achieving Financial Outcomes 30 S. 405(1)(b) & The Burden 31-36 The Second Limb - S. 405(1)(b)(iii) More Advantageous Realisation than in a Winding-Up 37-42 The First Limb – S. 405(1)(b)(i) Survival as a Going Concern 43-45 Survival 46-49 Funding & Crewstone 50-62 CONCLUSION 63 **Note : Serial number will be used to verify the originality of this document via eFILING portal 7 INTRODUCTION

5. Encl 1 is an application (“JMA”) under s. 404 for the appointment of a Judicial Manager (“JM”) under s. 405. Encl 1 is opposed by several Respondents.

6. The following narrative of the background facts is taken from the submissions of the Applicant (“Quantum Metal”), for which I am grateful. BACKGROUND FACTS

7. Since its incorporation in 2012, Quantum Metal was actively involved in the precious metals sector. Its core business involves the provision of 99.99% premium gold bullion to the Malaysian market, servicing a range of investors including financial institutions, corporations, merchants, and/or individual dealers through Shariah-compliant products such as the Gold Storage Account (GSA), Gold Convert Account (GCA), and Gold Enhancement Account (GAE), see at paras 49 to 51 of Encl 2. No verification or substantiation of these projects were given; there were no financial projections for these projects.

8. At all material times, Quantum Metal operates within an integrated corporate ecosystem. Its holding parent company, Quantum Metal Exchange Inc., holds strategic interests in entities such as Besra Gold Inc. and Quantum Metal Bullion Pty Ltd in Australia. It is claimed that this ecosystem ensures a **Note : Serial number will be used to verify the originality of this document via eFILING portal 8 reliable, controlled supply chain from mine to market, constituting a significant competitive advantage and an underlying asset value.

9. It is claimed that Quantum Metal’s financial position, as at 30.6.2023, demonstrates healthy figures. In this regard, the total assets of Quantum Metal at that time was approximately RM5.35 billion, as against total liabilities of approximately RM5.295 billion, resulting in a surplus of RM54 million. Quantum Metal’s Statement of Financial Position as at 31.12.2023 further indicates a net profit before tax of RM86 million for that year.

10. Therefore, it was submitted that Quantum Metal was, as at 31.12.2023, solvent and until recently, profitable. A Smear Campaign

11. It is claimed that this stable position was undermined in early 2024 by a smear campaign. As detailed in the Affidavit in Support of Encl 1 (Encl 2 and Encls 4 to 23), numerous parties published false statements online, alleging illegal activities and casting grave doubt on Quantum Metal’s legitimacy. This prompted the Malaysian Police to investigate and eventually clear Quantum Metal by a letter dated 17.1.2023. **Note : Serial number will be used to verify the originality of this document via eFILING portal 9 12. It is also claimed that there was significant reputational damage which was difficult to overcome and demands were made for withdrawal and redemption of gold holdings.

13. This caused a severe cash flow problem. It is admitted that this rendered Quantum Metal, at least, temporarily insolvent. There were letters of demand and commencement of litigation. Quantum Metal now faces over 100 separate actions and demands including winding-up petitions. A Corporate Rescue

14. Quantum Metal sought protection and rehabilitation through Judicial Management. Datuk Tee Guan Pian, a licensed insolvency practitioner from UHY Insolvency Services is the proposed Judicial Manager who has consented to act, see paras 67 to 69 of Encl 2. THE LEGAL REQUIREMENTS

15. Encl 1 prays for a JM Order to be made under s. 405(1). In view of my final conclusions, I do not find it necessary to consider s. 404, nor to consider the allegations that Encl 1 was an abuse of process, filed with the pre-dominant purpose of triggering the automatic moratorium.

16. I will only consider the requirements under s. 405(1) and the effect of s. 405(5). **Note : Serial number will be used to verify the originality of this document via eFILING portal 10 17. S. 405(1) and (5) provide: “Power of Court to make a judicial management order and appoint a judicial manager

405. (1) Where a company or its directors, under a resolution of its members or the board of directors, or a creditor, including any contingent or prospective creditor or all or any of those parties, together or separately, makes an application under section 404, the Court may make a judicial management order in relation to the company if-

(ii) the approval under section 366 of a compromise or arrangement between the company and any such persons as are mentioned in that section;

(iii) a more advantageous realisation of the company’s assets would be effected than on a winding up. …

(5) Nothing in this section shall preclude a Court—

19. First, Quantum Metals is not relying on s. 405(1)(b)(ii) as no evidence has been led that there is a scheme of arrangement pending approval under s. 366. As such, s. 405(1)(b)(ii) has no application.

20. Secondly, Quantum Metals submits that it is in the ‘public interest’ to grant the JM Order within s. 405(5)(a). It is not.

21. The basis for this assertion is that Quantum Metal has an established business operating since 2012, which if it collapses, will negatively impact the livelihood of its employees, and will also cause financial losses for its customers and business partners.

22. It was submitted that it is therefore in the ‘public interest’ within s. 405(5)(a), for an orderly and supervised rescue mechanism through JM.

23. Quantum Metal relies on BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949, where the Singapore Court of Appeal held as follows: **Note : Serial number will be used to verify the originality of this document via eFILING portal 12 “[19] Where a petition to wind up a temporarily insolvent but commercially viable company is filed, many other economic and social interests may be affected, such as those of its employees, the non-petitioning creditors, as well as the company's suppliers, customers and shareholders. These are interests that the court may legitimately take into account in deciding whether or not to wind up the company. In Pilecon Engineering Bhd v Remaja Jaya Sdn Bhd [1997] 1 MLJ 808, the High Court of Malaysia said, at 813 (in respect of a creditor's petition to wind up a company), that "[n]ot only should the court consider the interest of the creditors, the court should also consider the interest of the public at large.”

24. Jurong Shipyard (supra) is a case dealing with the exercise of the discretion to wind up a commercially viable company and the factors which the Court may take into consideration in deciding whether to make the winding up order. With respect, it does not deal with ‘public interest’ under s. 405(5).

25. I regret that I do not accept that the appointment of the JM will be in the ‘public interest’ within s. 405(5)(a). This exception only applies in exceptional circumstances, see Gigatech Engineering Sdn Bhd v EnGreen Sdn Bhd (formerly known as EG Chemicals & Engineering Sdn Bhd [2023] 5 CLJ 628.

26. As Quantum Metals is a private company, the generic outcomes of a winding-up, such as the potential impact on employees, suppliers and contractors, are insufficient to invoke the public interest exception, as I noted in Maju Holdings v. Bridgex Sdn Bhd & Ors [2026] MLJU 173 at para 20, borrowing the words of **Note : Serial number will be used to verify the originality of this document via eFILING portal 13 Wong Hock Chong JC in Re Biaxis (M) Sdn Bhd [2020] MLJU 1188 at para 32.

27. As such, Quantum Metals is left with s. 405(1) as a basis of the appointment. S. 405(1) has 2 pre-conditions. Put broadly, they are insolvency under s. 405(1)(a) and achieving the financial outcomes in s. 405(1)(b). THE FIRST CONDITION – S. 405(1)(a) & Insolvency

28. At the outset, I do not think it is seriously disputed that Quantum Metals is insolvent within s. 405(1)(a). Certainly, Quantum Metals admits insolvency, see paras 20 to 24 of its submissions in Encl 147 and on affidavit at paras 40 to 41, Encl 2.

29. I am prepared to accept that the first pre-condition under s. 405(1)(a) has been met. THE SECOND CONDITION – S. 405(1)(b) & Achieving Financial Outcomes

30. There are 2 limbs (as applicable in this case) to the second pre-condition in s. 405(1)(b)(i) or (iii). Quantum Metal submits that it has satisfied both limbs. S. 405(1)(b) & The Burden **Note : Serial number will be used to verify the originality of this document via eFILING portal 14 31. S. 405(1) requires the Court to be satisfied that a JM Order “would be likely to achieve” the outcome in either of the following 2 limbs: a. the survival of Quantum Metal or the whole or part of its undertaking as a going concern, under s. 405(1)(b)(i), or b. more advantageous realisation of the company’s assets than on a winding up, under s. 405(1)(b)(iii).

32. The burden is set by the phrase “would be likely to achieve”. The phrase is not defined, but as I noted in Pembinaan BY Sdn Bhd v Minda Muhibah Sdn Bhd & Anor [2025] MLJU 4147 at para 84, the authorities suggest that there are 2 possible meanings.

33. First, in Re Harris Simmons Construction Ltd [1989] 1 WLR 368 Hoffman J (as he then was) explained the meaning of these words in section 8(1)(b) of the UK Insolvency Act 1986, which are analogous to s. 405(1)(b). He held at pp 370 and 371 that the phrase meant that there was a ‘real prospect’ of achieving the survival of the company.

34. Secondly, Justice Nadzarin in Spacious Glory Sdn Bhd v Coconut Three Sdn Bhd [2020] 1 LNS 1617 held at para 28, following a different English decision in AA Mutual International Insurance Co Ltd, Re [2004] EWHC 2430 (Ch), that the burden is ‘more probable than not’ that one of the objectives in s. **Note : Serial number will be used to verify the originality of this document via eFILING portal 15 will be achieved. Spacious Glory (supra) has been widely followed.

35. In my judgment, by either definition, Quantum Metals has failed to prove, that a JM Order, if granted, will be likely to achieve either 1 or both limbs of s. 405(1)(b).

36. My reasons are as follows. The Second Limb - S. 405(1)(b)(iii) More Advantageous Realisation than in a Winding-Up

37. I will deal with the second limb first.

38. S. 405(1)(b)(iii) deals with a managed sell down of the assets of the company which will result in a better realisation of its assets than in a winding-up.

39. I tried to explain the purpose of s. 405(1)(b)(iii) in Novabrite Lighting Sdn Bhd v Emrail Sdn Bhd (Balaranee Construction, proposed intervener) [2025] 11 MLJ 275 (reversed on other grounds). I said this: “[85] However, as an aside, I do note that the purpose of JM proceedings is not confined solely to the rehabilitation of the company. As stated in section 405(1)(b)(iii), one purpose is to achieve a more advantageous realisation of the company’s assets than in a winding up. **Note : Serial number will be used to verify the originality of this document via eFILING portal 16 [86] This ordinarily means a managed sell down of the company’s assets to avoid expedited ‘fire sale’ prices resulting in reduced realisations for the creditors. However, in this scenario, there is no expectation that the company will be rehabilitated or revived; the managed sale will ordinarily end with the eventual winding up of the company. This type of restructuring has been considered and accepted conceptually in numerous cases, most recently by the Court of Appeal in England in Re AGPS BondCo plc Strategic Value Capital Solutions Master Fund LP and others v AGPS BondCo plc [2024] EWCA Civ 24 in the context of a scheme of arrangement. Snowdon LJ said: “21. Importantly, the purpose of the proposed restructuring was not to achieve the long-term survival of the Group. The proposal was for a controlled wind down of the business and a more beneficial realisation of the assets of the Group than in an immediate formal insolvency. To that end the restructuring offered the Group some new short-term liquidity … It was thought that this would allow the management of the Group time to implement a phased programme of asset disposals during 2025 and 2026, in what was hoped would be a recovering property market, leading to the distribution of enhanced realisations to creditors and the liquidation of the Group companies in 2027.”

40. But this ground does not envisage that Quantum Metal will continue business in the long term. I note Quantum Metal’s submissions at paras 34 to 37 of Encl 144. Quantum Metal submits that its primary assets are the contracts, business relationships, intellectual property (i.e. brands and/or **Note : Serial number will be used to verify the originality of this document via eFILING portal 17 platforms), and rights under the gold supply Contract Notes. And they are said to include the assets described in para 8 above.

41. It is said that a liquidator’s sale of these assets will cause the cessation of all ongoing business operations. But this cessation will also be caused by a managed sell down under s. 405(1)(b)(iii), which suggests that Quantum Metal may have misconstrued the purpose of this sub-section. It is also said that specialised assets, such as the Contract Notes and partnership agreements, would likely be sold at a steep discount due to their nature. The likely outcome of winding-up will be a disorderly undervalued sale, where the creditors would recover only a minimal fraction of their claims, after the expenses of the liquidation have been deducted. These are bare averments made on submission and the affidavit evidence in Encl 2, also comprises largely unsubstantiated statements.

42. I am not convinced why a liquidator will realise markedly lower prices for the assets than a Judicial Manager, both being insolvency practitioners working under different mantles. In my mind, the burden to show that ‘it is more likely than not’ or there is a real prospect of obtaining a better realisation of its assets than in a winding up under s. 405(1)(b)(iii), has not been met. The First Limb – S. 405(1)(b)(i) Survival as a Going Concern **Note : Serial number will be used to verify the originality of this document via eFILING portal 18 43. This first limb is the mainstay of Quantum Metal’s case.

44. Under this limb, the test is whether I consider that a JM Order, if granted, would ‘likely’ achieve the ‘survival’ of the company within s. 405(1)(b)(i).

45. I only need to ‘consider’ that the JM would be likely to achieve survival, a lower standard than being ‘satisfied’ within s. 405(1)(a). Survival

46. In Maju-TH Sdn Bhd (Lembaga Tabung Haji, proposed intervener) [2025] 8 MLJ 875 at paras 69 to 71, I explained the meaning of ‘survival’ as a ‘going concern’ relying on Wong Chee Lin J’s judgment in Leadmont Development Sdn Bhd v Infra Segi Sdn Bhd and another suit [2019] 8 MLJ 473.

47. In short, ‘survival’ means to be able to carry on business in the future. It goes without saying that to ‘carry on business’ presupposes that the company will carry on business as a healthy solvent company.

48. Quantum Metal submits that it has a fundamentally viable and valuable business. Its core asset is not just its gold inventory or cash, but its operational ecosystem, i.e. the supply chain with Besra Gold, distribution networks, licensed financial technology products (QM WiPay and QM Master Card), and its upcoming **Note : Serial number will be used to verify the originality of this document via eFILING portal 19 MyQM E-Commerce platform, as exhibited in Exhibit “A-13” to “A-15”, and “A-20” in the AIS. And see paras 8 and 43 above. And it is said that terminating these projects via liquidation would destroy any prospect of future returns therefrom. With respect, these are just statements which lack any real substantiation.

49. R1 submits that Quantum Metal has failed to show how it intends to pay its creditors’ debts. And, it follows, that there is nothing shown by Quantum Metal that it will be likely that Quantum Metal would survive as a going concern. Funding & Crewstone

50. As a starting point, I must emphasise that many insolvent restructurings involve a revival of a failed business. The revival will in most cases, require funding and the absence of such funding will result in the collapse of the restructuring. In the context of a JM, the burden (as set out above) of showing that survival will likely be achieved, will not be met if there is insufficient evidence of the funding required.

51. There are several cases which show that in the absence of real proof of funding required for a revival proposal, will mean that the burden will not be met. **Note : Serial number will be used to verify the originality of this document via eFILING portal 20 52. In Minda Muhibbah (supra) in relation to the need for real evidence of funding in the revival of a construction project in a JM, I said: “[90] No real evidence was led as to how these substantial construction costs will be funded, especially considering the Respondent’s parlous financial condition. In the absence of such funding, the Project and the Respondent would inevitably fail. In my mind, this is fatal. In short, there is little or no evidence to show sufficient funding in order for me to conclude that there was a ‘real prospect’ or that it is ‘more likely than not’, that the Respondent would survive as a going concern. [91] I note that In CIMB Islamic Bank Bhd v Wellcom Communications (NS) Sdn Bhd & Anor [2019] MLJU 148 at para 9, the Court of Appeal emphasised the need for strict proof at all stages of the JM proceedings: “[9] The effect of making a judicial management order in relation to an insolvent company which may have no prospect of recovering money or assets within a reasonable time indeed may be very drastic. Thus, the court’s consideration at all stages, that is to say from the date the application is filed and from the date of the order, if any is given, must be based on strict proof and evidence and not merely surmise and conjecture.” [92] The evidence is sadly lacking. Even if the Project could be completed, the evidence does not show that the Respondent can be rehabilitated or survive as a going concern…”. **Note : Serial number will be used to verify the originality of this document via eFILING portal 21 53. Justice Nadzarin was faced with a similar lack of evidence of funding to complete the project in Goldpage Assets v Gan [2021] 9 MLJ 618. He held: “[44] After viewing the said letters I find that none of the so-called parties interested in collaborating with the applicant have indicated that they have entered into any form of agreement with the applicant and more importantly there is no indication that they would be injecting funds of any kind to the project or provide access to further financing for the project. [45] … Mere assertion as to the likelihood of financing without proper evidence is insufficient, see Doltable Ltd v Lexi Holdings plc [2006] 1 BCLC 384 where the High Court in England in a judgment by Mann J observed: [34] As to the first, it fails on the facts. There is no evidence as to the likelihood of a refinancing being achieved. The company had been seeking one for some months, apparently without success. There was no proper evidence that it was likely or indeed possible within an administration. There was evidence in the form of assertion, but that is not sufficient. … [55] Although the applicant states that it has in its application focused on revitalizing the project and that the Companies Act 2016 does not say that the applicant has to assist the JM in presenting a viable scheme, I agree with counsel for Plusbury that hope and speculation is not sufficient in a JM application and that it is incumbent upon the applicant to convince this court that there is a real prospect rescuing the company through a Judicial Management application. I am guided by the Singapore case of Re Genesis Technologies International (S) Pte Ltd [1994] 2 SLR(R) 298 **Note : Serial number will be used to verify the originality of this document via eFILING portal 22 where the court held that a mere allegation of belief that the purposes of the judicial management would be satisfied without any substantiation would be insufficient to discharge its burden.”

54. In schemes of arrangement, absence of evidence of funding is fatal, see MDSA Resources Sdn Bhd v Adrian Sia Koon Leng [2023] 5 MLJ 900 at para 228 and in Maju Holdings v. Bridgex (supra) at para 59. Similarly, in ArcelorMittal Holdings AG v Liberty House Group Pte Ltd [2025] SGHC 77 in Singapore, Hri Kumar Nair J stressed that vague statements of how the scheme will be funded should be scrutinised carefully and the proponent of the scheme is expected to provide with specificity, the source and availability of funding. There is no lesser obligation in a JM. His Lordship said: “24 The applicant should be expected to provide, with reasonable specificity, the source of funding and assurance that such funds would be available at the relevant time. It would be contrary to the legislative intention to require creditors to go through the scheme process only for it to collapse when the promised funding does not materialise. It would also open an avenue for abuse where an applicant is able to delay creditor action by making vague statements about how the scheme will be funded and insist that is sufficient to satisfy a “broad-brush” assessment.”

55. Sans hyperbole, the only real evidence of a ‘project’ relied on by Quantum Metal is a partnership agreement with Crewstone International Sdn Bhd (“Crewstone”) (see Exhibit “A-21” in AIS) **Note : Serial number will be used to verify the originality of this document via eFILING portal 23 to develop new investment platforms (“the Crewstone Project”).

56. In essence, R1 submits that Quantum Metal’s funding for the Crewstone Project is so deficient to even come close to achieving viability let alone likely to achieve the survival of Quantum Metal as a going concern; as such, Encl 1 must be dismissed.

57. I agree. The collaboration with Crewstone is illusory. It is based on the Partnership Agreement (at p. 58 of Encl. 61). The agreement provides that it is Quantum Metal who must pay the set-up costs of RM500,000.00 to Crewstone (at pp 61-62 of Encl. 61) and provide capital commitment for the initial fund size of RM300 million. This fund will then be managed by Crewstone.

58. However, there is no evidence shown as to how Quantum Metal will be able to raise these staggering amounts. In the absence of any source of funding for the Crewstone Project and in the absence of any evidence of another viable project, and considering that Quantum Metal is admittedly commercially insolvent and unable to meet its current demands, it cannot be said that it is ‘more probable than not’ or that there is a ‘real prospect’ that the survival of Quantum will be likely achieved within s. 405(1)(b)(i). **Note : Serial number will be used to verify the originality of this document via eFILING portal 24 59. By either test, the burden has not been met. I am therefore unable to conclude that it is likely that Quantum Metal would survive as a going concern.

60. I note that In CIMB Islamic Bank Bhd v Wellcom Communications (NS) Sdn Bhd & Anor [2019] MLJU 148 at para 9, the Court of Appeal emphasised the need for strict proof at all stages of the JM proceedings, see as quoted at para 91 of Minda Muhibbah (above). Similar sentiments were more recently expressed by Leong Wai Hong J in Re Millennium Mall Sdn Bhd (Low Yew Guan & Ors, proposed interveners) [2025] MLJU 2598 at para 28(b).

61. In conclusion, what is clear in my mind is that there is an abject absence of any proof of funding to meet the substantial costs of setting up the Crewstone Project; being the only project with any evidential support, albeit thin. I find that there is no ‘real prospect’ nor is it ‘more probable than not’ that the Respondent will survive as a going concern within s. 405(1)(b).

62. The absence of the necessary proof of funding is fatal. CONCLUSION

63. S. 405(1)(b)(i) and/or (iii) have not been met. In the circumstances, I dismissed Encl 1 with costs as set out in para 2 above. **Note : Serial number will be used to verify the originality of this document via eFILING portal 25 Dated the 9th day of April 2026 ............................tt............................ YA TUAN SAHERAN SUHENDRAN JUDICIAL COMMISSIONER OF THE HIGH COURT (COMMERCIAL 11) (INSOLVENCY 2) OF KUALA LUMPUR IN THE TERRITORY, MALAYSIA Counsel for the Applicant: Solicitors: Marcus Lee & Lee Min Yau Messrs. Marcus Lee (Kuala Lumpur) Counsel for the 1st Respondent (Maybank Islamic Berhad): Solicitors: Muhammad Izzat bin Zainal Messrs. Shook Lin & Bok (Kuala Lumpur) Counsel for the 2nd Respondent (New Star Business): Solicitors: Noorhidayah Messrs. Kuah, Lim, Chin & Ooi (Sungai Petani) Counsel for the 3rd Respondent (Aida Fuad & 85 ors): Solicitors: Abdul Jalil Messrs. Akmal Shamsul Kahar & Co (Kuala Lumpur) **Note : Serial number will be used to verify the originality of this document via eFILING portal 26 Case References: • AA Mutual International Insurance Co Ltd Re [2004] EWHC 2430 (Ch) • ArcelorMittal Holdings AG v Liberty House Group Pte Ltd [2025] SGHC 77 • BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 Counsel for the 4th Respondent (Azman bin Ahmad): Solicitors: Mohamad Aiman Asyiq Messrs. Asiah & Hisam (Bangi) Counsel for the 6th Respondent (Tokyo Megane): Solicitors: Ryan Soong Messrs. Wan Ahmad Ridzuan & Co. (Kuala Lumpur) Counsel for the 7th to 15th Respondent (Nor Liza & 8 others): Solicitors: Muhammad Zulfaqar, Zikry Wahidir & Noor Dinie Roslan Messrs. Wan Ahmad Ridzuan & Co. (Kuala Lumpur) Counsel for the 16th & 17th Respondent (Ng Keng Foong & other): Solicitors: Tang Suvine Messrs. Ong, Ric & Partners (Kuala Lumpur) Counsel for the 18th to 37th Respondent (Ariffuddin &19 others): Solicitors: Vincent Lim Messrs. Wan Shahrizal, Hari & Co (Petaling Jaya) **Note : Serial number will be used to verify the originality of this document via eFILING portal 27 • CIMB Islamic Bank Bhd v Wellcom Communications (NS) Sdn Bhd & Anor [2019] MLJU 148 • Gigatech Engineering Sdn Bhd v EnGreen Sdn Bhd (formerly known as EG Chemicals & Engineering Sdn Bhd [2023] 5 CLJ 628 • Goldpage Assets Sdn Bhd v Gan Kam Seng & Ors [2021] 9 MLJ 618 • Leadmont Development Sdn Bhd v Infra Segi Sdn Bhd and another suit [2019] 8 MLJ 473 • Maju Holdings v. Bridgex Sdn Bhd & Ors [2026] MLJU 173 • Maju-TH Sdn Bhd (Lembaga Tabung Haji, proposed intervener) [2025] 8 MLJ 875 • MDSA Resources Sdn Bhd v Adrian Sia Koon Leng [2023] 5 MLJ 900 • Novabrite Lighting Sdn Bhd v Emrail Sdn Bhd (Balaranee Construction, proposed intervener) [2025] 11 MLJ 275 • Pembinaan BY Sdn Bhd v Minda Muhibah Sdn Bhd & Anor [2025] MLJU 4147 • Re Biaxis (M) Sdn Bhd [2020] MLJU 1188 • Re Harris Simmons Construction Ltd [1989] 1 WLR 368 Hoffman J • Re Millennium Mall Sdn Bhd (Low Yew Guan & Ors, proposed interveners) [2025] MLJU 2598 • Spacious Glory Sdn Bhd v Coconut Three Sdn Bhd [2020] 1 LNS 1617 Legislation References: • Companies Act 2016 (“CA 2016”) • UK Insolvency Act 1986 Decision Date: 26th February 2026 **Note : Serial number will be used to verify the originality of this document via eFILING portal