This article first appeared in The Edge Malaysia Weekly on August 10, 2026 - August 16, 2026

AN ongoing Securities Commission Malaysia (SC) investigation into Primus Equities & Assets Sdn Bhd, an 80%-owned unit of UBB Amanah Bhd, was temporarily halted last Monday (Aug 3). The High Court granted Primus an interim stay — a decision the regulator is now appealing.

The court order prevents the SC from enforcing its latest document demand to Primus. Meanwhile, Primus has filed an application for leave to commence judicial review against the SC, according to court records sighted by The Edge. The hearing is scheduled for Oct 20.

In a notice filed through Messrs Lim Chee Wee Partnership, the SC says it is dissatisfied with High Court judge Norliza Othman’s decision and is appealing to the Court of Appeal against the whole ruling.

At the centre of the court battle is Primus’ fundraising exercise, which entailed the issue of redeemable preference shares (RPS) worth up to RM2.75 billion to UBB Amanah, and another RM170 million funding arrangement with the trust company.

UBB Amanah is a trust company that provides custody and trustee services to the Malaysian public, including to high-net-worth clients. It owns an 80% stake in Primus. A trust company comes under the purview of the Companies Commission of Malaysia, not Bank Negara Malaysia or the SC despite receiving cash from the public.

Primus filed its judicial review application on July 17, arguing that the SC had no jurisdiction to investigate the share transactions because those were governed by the Companies Act 2016, the Trust Companies Act 1949 and the Trustee Act 1949, rather than securities law.

Primus acknowledged the fact that the SC Act granted the regulator broad powers to compel the production of documents, conduct oral examinations and, in certain circumstances, seize records, but it also contended that these applied only where securities law offences were involved.

Thus, Primus alleged that the SC acted beyond its statutory powers by conducting the investigation. 

Court documents sighted by The Edge are Primus’ application and supporting affidavits, but not the SC’s response. There is no record of any criminal charge or judicial finding of wrongdoing against Primus, UBB Amanah or any of their shareholders or directors.

Primus entered a subscription agreement with UBB Amanah in June 2021. Under the agreement, Primus would issue UBB Amanah up to 

310 billion RPS with a maximum subscription value of RM2 billion. The RPS were issued in 25 tranches between June 2021 and July 2022.

The duo also signed a second master subscription agreement and memorandum of understanding about a year later on July 19, 2022. The agreement was for UBB Amanah to subscribe for more RPS worth up to RM750 million. Five additional tranches were issued between July and October 2022.

However, the court documents do not indicate the number of RPS that Primus had issued nor the amount it raised from UBB Amanah.

Primus says in its court filing that it had made redemption payments to UBB Amanah in accordance with the agreements. Furthermore, it received a separate RM170 million funding injection from UBB Amanah in 2023, which it says has been repaid under agreed terms.

According to the court filing, the SC’s investigation started on Sept 5, 2024, when Primus group executive director Yee Yat Kean received a two-paragraph notice requiring him to attend an oral examination at the regulator’s Bukit Kiara, Kuala Lumpur office six days later.

Primus says the notice referred generally to an investigation into a suspected securities law offence but did not identify the alleged breach. Yee complied and attended the examination, where he was questioned about the RPS issued to UBB Amanah.

Less than two months later, on Nov 7, 2024, at least 14 SC officers entered Primus’ office.

According to the affidavit, they copied or seized extensive records, including 30 folders from the company’s servers; five boxes containing cheque copies, payment vouchers and official receipts; records concerning Primus and two subsidiaries; employee and payroll information; backups of three email accounts belonging to a former chief financial officer; and asset-valuation documents.

“At all material times during the raid and seizure, none of the respondent’s [SC] investigating officers who were in attendance disclosed what offence they believed to have been committed against a securities law.

“Indeed, until the date of this application [July 16, 2026], the respondent [SC] had not identified specifically any offence under any securities law which the applicant [Primus] is meant to have committed,” the court filing reads.

In November 2024, Primus handed over more documents to the SC, including payment vouchers and official receipts belonging to Primus and its subsidiaries.  After that, Primus says there was little further engagement until June 29 this year, when the SC issued a fresh demand for documents relating to the company’s properties, development projects, joint ventures, accounting records and transactions with UBB Amanah, including RPS redemption payments from Jan 1, 2023.

Primus sought more time to comply, citing the volume of documents, the need to retrieve archived records and to obtain legal advice.

As the SC extended the deadline, Primus filed its judicial review application before the revised compliance date.

Primus called the demand excessively broad and a “fishing expedition” while raising confidentiality and personal data concerns.

The notice by the SC cited Section 128(5) of the Securities Commission Malaysia Act  1993 and Section 45 of the Personal Data Protection Act (PDPA) 2010.

Section 128(5) allows an investigating officer, through a written notice, to require a person to produce records in their custody or control for an investigation. Section 45 of the PDPA is not, in itself, an investigative power. In broad terms, it provides exemptions from specified data-protection requirements where personal information is processed for purposes that include preventing or detecting crime and conducting investigations.

Apart from this, Primus also argues the RPS that it issued did not require approval under Section 212 of the Capital Markets and Services Act 2007 (CMSA). It also notes that the RM170 million arrangement did not involve shares or securities.

It is worth noting that the amendment to Schedule 3 of the CMSA took effect on Jan 1, 2026, giving the SC a more direct role in determining which trust companies carrying out regulated capital market activities qualify for licensing exemptions.

Primus, however, contends that the change should not be applied to the transactions under investigation because they predated the amendment, and that UBB Amanah is qualified for the earlier exemption. It also argues that the subscriptions for Primus’ RPS were solely incidental to UBB Amanah’s conventional trust business and remained exempt under an SC practice note issued in May.

The practice note states that a trust company may remain exempt where its regulated capital market activity is solely incidental to a conventional trust business, such as providing financial planning and investment advice for the purpose of preserving the trust value.

However, a licence may be required where the regulated activity is not merely incidental but effectively forms a primary part of the business. For instance, a trust company that promises projected annual returns on investment for the benefit of an individual’s beneficiary and mainly invests in capital market products is required to be licensed by the SC as a capital markets services licence holder.

Whether these arguments prevail will depend on how the High Court interprets the transactions, the applicable exemptions and the statutory limits of the SC’s investigation. Even the interim stay that the High Court granted on Monday does not determine those questions as it merely preserves the position until the judicial review proceedings advance.

UBB Amanah’s chairman is a former senior officer of the Malaysian Anti-Corruption Commission — Datuk Azmi Alias — who took over the position from former education minister Maszlee Malik.

Based on the latest company search on the website of the Companies Commission of Malaysia (CCM), UBB Amanah currently has six registered shareholders, namely Fintech Sigma Technologies LLC (20%), VASN International Pte Ltd (10%), M5 Capital Venture Sdn Bhd (20%), Prinamic Sdn Bhd (20%), Great Sovereign Sdn Bhd (20%) and Neo Pixel Sdn Bhd (10%) (see chart).

The shareholders’ names are different from those in the October 2025 filing.

UBB Amanah’s five shareholders then were Great Sovereign Sdn Bhd, Prinamic Sdn Bhd, former Penang Bar Committee chairman Datuk Murelidaran M Navaratnam, former Malaysian Bar president Datuk George Varughese and Eurasia Financials Pte Ltd. Each of them held a 20% stake.

A close look at the new shareholders reveals that M5 Capital Venture, according to a February 2026 CCM filing, was owned by Datuk Seri Farhash Wafa Salvador (27.78%), Mfivesouthsea Sdn Bhd (44.44%) and Sultan Muhammad V of Kelantan, Tengku Muhammad Faris Petra Ibni Tengku Ismail Petra (27.78%).

However, the latest filing with CCM does not reveal the names of M5 Capital Venture’s shareholders.

M5 Capital Venture was formerly known as Evisa.Com Sdn Bhd. Farhash had joined the company’s board on April 21, 2025. The other director is former Malaysian Administrative Modernisation and Management Planning Unit director-general Datuk Seri Dr Yusof Ismail and it also names lawyer Aswath Ramakrishnan as its secretary.

Yusof Ismail may be widely known as the director who sits on the board of few listed companies such as Ranhill Utilities Bhd (KL:RANHILL), Green Packet Bhd (KL:GPACKET) and AwanBiru Technology Bhd (KL:AWANTEC). 

The lawyer Aswath, meanwhile, was previously the independent non-executive director of NexG Bhd (KL:NEXG), formerly Datasonic Group Bhd, from Nov 18, 2025 until March 11, 2026, when he resigned amid a boardroom tussle at the government technology contractor. Aswath has separately represented Farhash in a defamation suit against former Umno information chief Isham Jalil. 

UBB Amanah’s managing director, Aida Othman, director George Varughese and Datuk Seri Shamir Kumar Nandy’s children — Shweta Nandy and Akash Neil Nandy collectively control 50% of the cash trust company.

Shamir is a director of Neo Pixel and Great Sovereign, two of which own 10% and 20% of UBB Amanah, respectively. He also owns 28.89% in Turiya Bhd (KL:TURIYA), the company which owns Wisma Chase Perdana in Damansara Heights.

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