Hamid Sultan JC (delivering judgment in open court):

[1] This is my judgment in respect of the petitioner's petition, encl 3 made pursuant to s 181 of the Companies Act 1965 ('CA 1965') and the second, fourth and fifth respondents' application, encl 150, to expunge some parts of the affidavit of the petitioner, pursuant to O 41 r 6 and/or O 18 r 19 of the Rules of the High 1980 ('the RHC') and inherent jurisdiction of the court. The third respondent has passed away and this is opposed by second, fourth and fifth respondents. In crux, the petitioners are seeking two main reliefs; namely that their shares be bought over or alternatively the company be wound up. The petitioners say by a points of agreement ('POA') dated 30 June 2000 entered into between the petitioner and the second respondent, it was agreed that the petitioner would transfer all the assets, resources and subsidiary companies into a joint venture company, namely the first respondent for 20 million shares therein and on the part of the second respondent, they were to inject cash of RM30m as capital to be utilized as set out in the POA and in turn be issued 30 million shares. It was agreed that the equity would be maintained at 40:60 for the parties for shares and board representation in the first respondent as well as the subsidiary companies. The main complaint is that this POA has been breached.

[2] The petition, affidavits, exhibits filed in this action runs to more than 5,980 pages. There is winding-up petition No CWU-28-03-2004-III(I) filed by the second respondent after commencement of this action to wind up See Hua News Holding Sdn Bhd under s 218 of CA 1965 which I have read along with the submission simultaneously. All parties have agreed that the parties can refer to the affidavits and documents from the other petition for the determination of both petitions. I have also, on the date of the hearing of the petition, informed the parties that I will deal with encls 3 and 150 in one judgment. For purpose of dealing with encl 150, it is necessary and essential for me to go through encl 3 and the relevant affidavits filed therein. In consequence, after having read encls 3 and 150 and the relevant affidavits in detail, I take the view that it will be prudent for me to deal with encl 150 at the end of my judgment.

Brief Facts

[3] The petitioner's version can be summarised as follows: (a) the petitioner, under the helm of Datuk Lau Hui Siong had over a period of some 50 years built up a group of 18 companies (for brevity the SHR Group), with the petitioner as the holding company. Of these, eight were publishing and printing companies holding eight publishing licenses, six printing licenses with a combined daily circulation of 180,000, as well as 5 printing plants, a paper manufacturing plant and other related companies. In particular: (i) See Hua Daily News under See Hua Daily News Sdn Bhd; (ii) The Borneo Post under Borneo Post Sdn Bhd; (iii) Utusan Borneo under Harian Borneo Sdn Bhd (iv) See Hua Daily News (Sabah Edition) under See Hua Daily News (Sabah) Sdn Bhd (v) Borneo Post (Sabah Edition) under Borneo Post (Sabah) Sdn Bhd (vi) See Hua Weekly, also under See Hua Daily News Berhad. As at the year 2000, the See Hua Daily News, The Borneo Post and Utusan Borneo, were respectively the largest Chinese, English and Bahasa Malaysia language newspapers in circulation in placeEast Malaysia. The KTS Group of companies was built up by the third respondent and is involved mainly with the timber industries. The fifth respondent is in turn the holding company of a group of companies known as the KTS Group. The management of the KTS Group is controlled by the third respondent and fourth respondent. The third respondent now deceased, was the chairman and executive chairman of the second and fifth respondents. The fourth respondent is the son of the third respondent and the managing director of the second and fifth respondents. As such, it is alleged that the fourth r