[33]Why and how had this series of supervening events in breach of the several OFRA agreements occurred? Hoe Leong’s explanation was that when Sumatec and Semua International ran into financial difficulties, the joint venture fell apart due to Auspicious Journ ey wanting to extricate itself from its investment but Hoe Leong wished to continue. In these circumstances, in order to salvage the enterprise, Hoe Leong maintained that it was necessary to enter into the conditional agreement , which was effectively a salvage and warehousing arrangement. It is pertinent that the conditional SPA never became unconditional and the sale did not go through.

[34]In March 2013, Auspicious Journey became aware of the salvaging and warehousing arrangement. By April 2013, Auspicious Journey realised that Setinggi Holdings was the nominee utilised for the 49% shareholding investment in Semua International under the salvage and warehousing arrangement. It was also made known to Au