The right to seek relief under minority oppression is confined to members of a company, and plaintiffs must demonstrate locus standi to initiate such proceedings under the Companies Act.

Ahmad Fairuz Zainol Abidin JC:

Introduction

[1] This judgment concerns the following two (2) appeals filed by the Plaintiffs against this Court's decision delivered on 15 October 2019:

i. The first appeal was filed in relation to the dismissal of the Plaintiff's application for interim injunction as documented in encl 10 with costs; and

ii. The second appeal concerns the 2nd Defendant's application to strike out both the Originating Summons ("OS") and encl 10 as documented in encl 12 which was allowed with costs.

[2] The following are the Grounds of Decision of this Court.

Background Facts

[3] The Plaintiffs and the 2nd to 10th Defendants are members of Teh/Teo family. The Teh/Teo family's connection with the First Defendant ("the Company") began with the late Teh Soon Seng ("TSS"), the father of the 1st Plaintiff and a common law husband of the 2nd Plaintiff.

[4] The Company is an investment holding company which owns a number of operations and businesses in the People's Republic of China through its subsidiaries. It was delisted from Bursa Malaysia on 14 April 2016.

[5] The 1st Plaintiff is the Executive Chairman and Director of the Company. The 2nd Plaintiff is his mother who currently holds 7, 339, 300 shares in the Company, equivalent to 4.998% of its shareholding.

[6] It is the Plaintiffs' case that the Company's substantial shareholders holding the shares as nominee for the late TSS as the date of his passing were:

i. The 9th Defendant, Yang Jin (biggest block of the Company's shares) - 27, 325, 800 shares ("Yang Jin Block");

ii. Rosa Bianca Investments Limited, a company incorporated in the British Virgin Islands ("BVI") ("Rosa Bianca") (second biggest block of the Company's shares) - 22, 012, 600 shares ("Rosa Bianca Block");

iii. South Power Investment Limited ("South Power"), a company incorporated in Hong Kong and a wholly owned subsidiary of another company incorporated in the BVI, Add Noble Enterprises Ltd ("Add Noble") - 7, 339, 000 shares ("South Power Block"); and

iv. Classico Enterprises Ltd, a company incorporated in the BVI ("Classico") - 7, 339, 100 shares ("Classico Block")

(Collectively known as "sTSS Shares")

[7] The Defendants, as averred in the 1st Plaintiff's affidavit in support of the OS are:

[8] The Plaintiff's main complaint is that the 2nd to the 11th Defendants have exercised or threatened to exercise voting rights over 64, 016, 500 shares (equivalent to 43.592% of the Company's shareholding) when 57, 185, 050 of those shares (equivalent to 38.941% of the Company's shareholding) ought to have come under the control of the 1st Plaintiff and his half-sister, Valarie Teh Chiao Eng ("Valerie").

[9] The 1st Plaintiff claims that he himself is entitled to exercise control over 32, 008, 250 of those shares (equivalent to 21.796% of the Company's shareholding) pursuant to the Last Wills and Testaments of the late TSS. The 1st Plaintiff submitted that the TSS Shares are covered in his Malaysian Will and Hong Kong Will.

[10] Under the Malaysian Will, Yang Jin Block is to be distributed in the following manner:

i. The 1st Plaintiff: 50%

ii. Wu Kwok Ying, Maria (as trustee for Valerie): 25%

iii. 2nd Defendant: 20%

iv. Low Thiam Hoe: 5%

[11] Whereas under the Hong Kong Will as construed by the Plaintiffs, 50% of all shares held by the late TSS's nominees in the BVI and Hong Kong which includes the Rosa Bianca Block, South Power Block and Classico Block are to be inherited by the 1st Plaintiff and the remaining 50% will be inherited by Valerie.

[12] The Plaintiffs contended the 2nd to the 11th Defendants had taken steps to remove TSS Shares away from the due administration of the Malaysian and Hong Kong Wills. It was submitted that by some fraudulent means, Rosa Bianca Block, South Power Block and Classico Block have ended up in the control of 4th, 5th, 7th and 11th Defendants.

[13] As regard to Yang Jin Block, the Plaintiffs argued that the 2nd Defendant and one Low Thiam Hoe, purportedly acting as co-executors of one of the