[1] This is an appeal by the 1st and 2nd defendants ("the appellants") against the whole of the decision of the High Court of Sabah and Sarawak at Sandakan given on 17 November 2017.

Background Facts

Introduction

[2] The plaintiff company ("the respondent") is alleged to be a wholly-owned subsidiary of Kwan Chee Hang Sdn Bhd ("KCHSB"), which was set up by the late Kwan Chee Hang and his wife, Wong Wyuk Chin, as a family investment holding company.

[3] The 1st appellant is one of the sons of the late Kwan Chee Hang. He was put in charge of the family-owned companies. The 2nd appellant is the wife of the 1st appellant.

[4] The respondent alleged that by way of a Directors' Circular Resolution dated 2 December 2010, and another Directors' Circular Resolution dated 16 October 2013, KCHSB had appointed one Mr Kwan Hiuang @ Kwan Huang Cheng ("Michael") (PW1) as KCHSB's corporate representative for all Ge