/akn/my/judgment/high-court/2026/17ed4240-e5a2-488e-96ec-26833a2e49f7
High Court of Malaysia14 May 2026WA-22NCC-189-03/2026
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“n Sdn Bhd for renovations to D3’s retail space in November 2024; c) registered “The Parent Company” as a trademark in her personal name in September 2024; d) hijacked the Online Store and changed the QR Code for payments at the Showroom to D3’s bank account in November 2024; e) packed up 60% of stocks from the Showroom”
“nother v. Accent Delight International S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal Ltd And Another And Another Appeal [2015] SGCA 45; [2015] 5 SLR 558). Mere allegations of these nature, even with some evidence in support of these allegati”
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DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR DALAM WILAYAH PERSEKUTUAN KUALA LUMPUR, MALAYSIA (BAHAGIAN DAGANG) GUAMAN SIVIL NO: WA-22NCC-189-03/2026 ANTARA THE PARENT GLOBAL SDN. BHD. [No. Syarikat: 202101001208 (1401506-D)] (Tindakan derivatif yang dibawa lanjutan daripada kebenaran Mahkamah yang diberikan kepada Chan Wei Wah, seorang Pengarah, di bawah Seksyen 348 Akta Syarikat 2016 pada 24.02.2026) …PLAINTIF DAN
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1. TAMMY FAN (No. K/P: 000326-91-0048)
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2. IAN PHUNG TIEN FEI (No. K/P: 000705-08-1315)
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3. THE PARENT GROUP (M) SDN. BHD. [No. Syarikat: 202401042217 (1588062-W)]
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4. THE PARENT GROUP SEA PTE. LTD. [No. Syarikat Singapura: 202443155W] …DEFENDAN-DEFENDAN 22/06/2026 11:17:09 WA-22NCC-189-03/2026 Kand. 37 S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal GROUNDS OF JUDGMENT (Enclosure 12) Introduction
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1. The underlying suit is a derivative action filed on 10-3-2026 in the name of the Plaintiff by Chan Wei Wah (“Chan”) against the 1st Defendant (“D1”), her co-director and shareholder, the 2nd Defendant (“D2”) and two corporate entities allegedly set up and operated by D1 in breach of her duties to the Plaintiff (“D3” and “D4”).
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2. On 17-4-2026, the Plaintiff filed Enclosure 12, an ex parte application to obtain a freezing order over the assets of D1 and D3 within the jurisdiction of this Court up to a value of RM15,924,567.00 (“Mareva Injunction”). This Court heard Enclosure 12 inter partes on an expedited basis and dismissed it on 14-5-2026. These are the Court’s grounds for the decision. Background facts
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3. Chan incorporated the Plaintiff company on 11-1-2021 as Chibaobao Sdn Bhd. She is a director and shareholder of the Plaintiff with 1,000 issued ordinary shares. On 10-12-2021, the Plaintiff issued 1,000 new shares and allotted them to the 1st Defendant, who was also appointed as a director on 13-12-2021. S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal
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4. On 21-2-2022, the Plaintiff changed its name to The Parent Global Sdn Bhd to carry on the business of trading in perfumeries, cosmetics, soap and toiletries (“Business”) as a joint venture between Chan and D1. D1 carried on all operational aspects of the Plaintiff, which was set up at the following outlets: a) Unit 2-13A-01, Level 13A, Ho Hup Tower, No. 1, Persiaran Jalil 1, Bandar Bukit Jalil, 57000 Kuala Lumpur (“Showroom”); b) an online store at https://theparentcompany.my/ (“Online Store”); and c) a company in Singapore called The Parent (M) Pte Ltd (“The Parent Singapore”).
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5. On 22-11-2024, Chan filed a suit in KLHC Civil Suit No: WA- 22NCvC-722-11/2024 in her personal capacity against the Defendants (“Suit 722”). Suit 722 pleaded breach of confidence, unlawful interference, breach of fiduciary duties and fraud, premised on substantially the same factual allegations in support of the Mareva Injunction. Analysis and findings
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6. The principles governing the grant of a Mareva Injunction are settled. The remedy is available if the applicant can demonstrate:
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(a) a good arguable case; (b) that the defendants have assets within jurisdiction; and (c) that there was a risk of the assets being removed before judgment could be satisfied (S&F International Ltd. v. Trans-Con Engineering Sdn. Bhd. [1985] 1 MLJ 62). S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal Good arguable case
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7. The Plaintiff had pleaded that a meeting was held on 3-10-2024 to confront D2 about company bank statements provided by D2 in the course of his assisting Chan and D1 with the Business as D1’s then-boyfriend. The bank statements were found by accountants to have been tampered with to conceal the misappropriation of cash proceeds to the tune of RM838,000.00.
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8. D1 contended that, due to differences that had developed between the parties since August 2024, the parties had entered into talks to part ways in 2024 that culminated in that meeting on 3-10-2024 and that D2 had admitted to taking an unauthorised “loan” of RM830,000.00. The monies were promptly returned to the Plaintiff in October 2024.
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9. However, D1 contended that their differences also culminated in Chan, D1 and D2 mutually agreeing at the meeting on 3-10-2024 to wind down the Plaintiff’s operations, for D1 to set up another company to continue the Business, and for a valuation to be undertaken to facilitate the exit from the Plaintiff (“Alleged Resolution”).
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10. A WhatsApp chat group was set up with the parties’ lawyers to facilitate communications on the Alleged Resolution. D1 therefore contended that Chan was aware of the incorporation of D3 and D4 on 8-10-2024 and 21-10-2024, as they were set up as preparatory steps for D1 to carry on the Business following the Alleged Resolution. S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal
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11. D1 thus admitted to some of the facts asserted in the Statement of Claim in this action, but argued that they have been mischaracterised as clandestine, unlawful actions. Other allegations were denied. Specifically, the Plaintiff had alleged that D1 had: a) misappropriated RM660,000.00 via 10 cash cheques made out to herself and drawn on the Plaintiff’s bank account in November 2024; b) caused the Plaintiff to pay RM100,000.00 to Min Men Sdn Bhd for renovations to D3’s retail space in November 2024; c) registered “The Parent Company” as a trademark in her personal name in September 2024; d) hijacked the Online Store and changed the QR Code for payments at the Showroom to D3’s bank account in November 2024; e) packed up 60% of stocks from the Showroom to be sent to Lot #B-1-09 Clarke Quay in Singapore operated by D4 in November 2024; f) stole an estimated RM15,258,567.00 worth of physical stocks from the Showroom and the Plaintiff’s warehouse in December 2024; and g) forged Chan’s signature in signing a Moneylending Agreement (Unsecured Loan) between Domax Credit and the Plaintiff in December 2024.
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12. In response to the allegation that D1 misappropriated RM660,000.00 in cash, D1 admitted withdrawing the RM660,000.00 in funds as an authorised cheque signatory in order S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal to pay the Plaintiff’s suppliers because Chan was unreasonably withholding payments.
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13. As for the stocks, D1’s position is that no stocks of the Plaintiff were sent to D4 in Singapore as alleged, but admitted to breaking into the Showroom because Chan had unlawfully denied D1 access as a lawful director, and D1 had done so only to retrieve stocks to be returned to suppliers.
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14. The Plaintiff lodged numerous police reports. D1 admits that she has been charged with criminal breach of trust in a pending KLSC Criminal Case No: WA-62K-261-11/2025, but in relation to the stock theft allegations, the police had apparently closed the investigations with no further action.
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15. In establishing a good arguable case for the Mareva Injunction, the Plaintiff relied principally on the fact that leave to commence this derivative action had been granted by another Court following an assessment of the merits of the intended claim.
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16. The evaluation of the merits of the intended derivative action at the leave stage is to establish that the applicant has an honest belief that a good cause of action exists with reasonable prospects of success, and that it is in the best interest of the company to pursue the action. The standard for the evaluation of merits at the leave stage is therefore different from that which applies for the grant of a Mareva Injunction. S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal
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17. The threshold of a “good arguable case” for a Mareva Injunction is higher than one that is merely arguable with reasonable prospects, or is not frivolous or vexatious i.e. the case must be one that is more than barely capable of serious argument (S & F International Ltd. v. Trans-Con Engineering Sdn. Bhd. [1985] 1 MLJ 62, citing Mustill J in Ninemia Maritime Corporation v. Trave Schiffahrts-gesellschaft m.b.H. UND CO. K.G. [1984] 1 All ER 398).
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18. That said, based on the documentary evidence adduced and the competing contentions of the parties, this Court agrees that the Plaintiff had succeeded in establishing a good arguable case. However, this Court also notes that the estimated claim for RM15,258,567.00 in special damages for the alleged stolen stocks was not supported by cogent evidence. Assets in the jurisdiction
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19. It was a non-issue that D1 and D3 have assets within the jurisdiction. Risk of asset dissipation
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20. As evidence of a serious risk of dissipation of assets to support the grant of the Mareva Injunction, the Plaintiff relied exclusively on the wrongdoing complained of in this action, which the Plaintiff says demonstrates a lack of probity and honesty on the part of D1 and D3, from which this Court should infer a risk of dissipation of assets. S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal
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21. It is accepted that there is no evidence that D1 and D3 had attempted to dissipate their own assets to defeat a possible judgment against them. There are cases where such a risk may be inferred if there is sufficient evidence of circumstances that warrant the inference i.e. a prima facie case of dishonesty involving misappropriation of money (Pharmmalaysia Bhd v Dinesh Kumar Jashbhai Nagjibha Patel & Ors [2004] 7 CLJ 465; Multi-Code Electronics Industries (M) Bhd v. Gordon Toh Chun Toh [2009] 9 CLJ 659).
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22. However, each case turns on its own facts, and the existence of a good arguable case cannot be conflated with proof of intent to dissipate assets in all cases. There must be solid evidence that the probity of the defendant could not be relied on and that they are more likely than not to dissipate assets in their hands to avoid paying the plaintiff (Ang Chee Huat v Thomas Joseph Engelbach [1995] 2 CLJ 893; Lee Kai Wuen & Anor v Lee Yee Wuen [2022] 7 CLJ 505 (“Lee Kai Wuen”)).
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23. As explained by the Court of Appeal in Lee Kai Wuen: “[100] As for allegations of misappropriation, dishonesty or lack of probity, it is a matter of common sense that even if there exists evidence of these allegations, they must also be of a nature that has a real and material bearing on, or of a nature that can justify an inference of, a real risk of dissipation of assets (see Bouvier, Yves Charles Edgar And Another v. Accent Delight International S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal Ltd And Another And Another Appeal [2015] SGCA 45; [2015] 5 SLR 558). Mere allegations of these nature, even with some evidence in support of these allegations, would not per se warrant a presumption or inference that there exists a real risk of dissipation of assets. [101] As mentioned, there was no direct evidence of any such risk of dissipation by both appellants of their assets. How the learned judge came to a conclusion on this issue is set out in the grounds of judgment thus: [31] Given that the Court had earlier found a good and arguable case for misappropriation, appointment of the 2nd Defendant as not being in the best interest and that the 1st Defendant had breached his director's duty in not convening an EGM, these were acts which the Court could take into account in presuming a real risk of dissipation. (emphasis added) [102] The reasoning disclosed in this paragraph of the grounds of judgment in fact suggests a process in which the learned judge had inferred from the 'acts' referred to, rather than presumed, that there exists a real risk of dissipation. S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal [103] However, we are of the view that to infer a real risk of dissipation merely because a good arguable case has been made out is a step too far. This would be tantamount to conflating the two separate required ingredients into one. As can be seen in the case of Century Hotel Sdn Bhd, even though a good arguable case was established, the Federal Court still required that there be evidence of the danger of dissipation of assets. In Bouvier, even though a good arguable case of dishonesty was established, the Court of Appeal of Singapore held that the allegations of dishonesty in that case did not have a real and material bearing upon the risk of dissipation.” [Emphasis added]
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24. In this case, D1 was not alleged to be complicit in D2’s actions in relation to the tampering of bank statements to cover up the misappropriation and subsequent return of the RM830,000.00 of the Plaintiff’s funds. D1’s withdrawal of the RM660,000.00 was not concealed from Chan, who had full online access to the Plaintiff’s bank accounts as a checker and followed requests to Chan to approve payments to suppliers. The allegations concerning the alleged stock thefts likewise remain equivocal at this stage.
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25. Further, this Court finds it highly pertinent that the facts relied on by the Plaintiff to set up her case all took place in 2024 and Suit 722 was filed then, seeking, among other prayers, accounts, inquiries and damages. As the same facts were relied upon to S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal demonstrate a lack of probity were present when Suit 722 was filed, it is also fair to say that if dissipation of assets to defeat a judgment is an imminent fear based on those facts, the 2-year delay in seeking a freezing order is fatal. It is no answer for the delay that Suit 722 did not pray for a liquidated judgment. Conclusion
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26. Enclosure 12 was dismissed with costs of RM7,500.00 (subject to allocatur). No evidence of any real risk of dissipation of assets by D1 and D3 was established on the facts and circumstances of the case that warranted a Mareva Injunction to freeze up to RM15,924,567.00 of the personal and business assets of D1 and D3 pending trial. Bertarikh: 22 Jun 2026 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal Peguam Untuk Plaintif: Muhammad Shafiq Bin Shamsudin (Wong Kum Heng bersamanya) Tetuan Tiong & Woon Untuk Defendan: Ng Qin Liang Tetuan Damien Chan, Hannibal & Ng Chambers S/N 7P5f71Y0xkmoSQra2NSwtw **Note : Serial number will be used to verify the originality of this document via eFILING portal
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