Noorin Badaruddin J:

JUDGMENT

[1]Two conversion applications are before this Court filed by the respective Plaintiffs, WTWT Sdn Bhd (“WTWT”) in Originating Summons No: WA-24NCC-552-12/2017 (“the WTWT OS”) and Bina Securities & Management Sdn Bhd (“Bina”) in Originating Summons No: WA-24NCC-2- 01/2018 (“the Bina OS”) namely:-

1.1enclosure 29 in the WTWT OS; and

1.2enclosure 26 in the Bina OS.

[2]The Originating Summonses are oppression suits under section 346Companies Act 2016CA”) filed by the Plaintiffs as minority shareholders of Lysaght company against the Defendants i.e.

i.Lysaght (Malaysia) Sdn Bhd (“Lysaght”);

ii.the Chew Brothers (M) Sdn Bhd (“the Chew Brothers”) as the majority shareholders of Lysaght;

iii.Chew Meu Jong, Chew Kar Yoo @ Chew Kar Hoo and Lim Iee Kuan as directors appointed by the Chew Brothers.

[3]As the complaints in the two Originating Summonses and the purported grounds for the two conversion applications are all similar, both enclosure 29 and enclosure 26 are dealt together.

[4]The conversion applications are brought under O. 28 Rule 8 of the Rules of Court 2012

“8. (1) Where, in the case of a cause or matter begun by originating summons, it appears to the Court at any stage of the proceedings that the proceedings should for any reason be continued as if the cause or matter had begun by writ, it may order the proceedings to continue as if the cause or matter had been so begun and may, in particular, order that pleadings shall be delivered or that any affidavits shall stand as pleadings, with or without liberty to any of the parties to add thereto or to apply for particulars thereof”.

Background Facts

[5]WTWT is a minority shareholder of 17.1% shares equivalent to 93.08% ordinary Class B shares in Lysaght.

[6]Bina is a minority shareholder of 12.76% shares equivalent to 42.53% Class C shares in Lysaght (also known as the Bumiputera shares)

[7]Chew Meu Jong, Chew Kar Yoo @ Chew Kar Hoo and Lim Iee Kuan are the Class A directors appointed by the Chew Brothers which is known as the Class A shareholder to represent the Chew Brothers in Lysaght.

[8]Chew Meu Jong is the Managing Director in Chew Brothers and Lysaght companies. Chew Kar Yoo @ Chew Kar Hoo is the Chairman of the Board of Director of Lysaght and the 3^rd Defendant is the 1^st Defendant’s mother.

[9]Chew Brothers became the majority shareholder of Lysaght holding 51.63% shares, equivalent to 100% of the ordinary Class A shares in Lysaght after purchasing all the Class A shares from the other Class A shareholder, namely United Engineers Limited (“UEL”).

[10]Lysaght is a private limited company with no active business and is merely an investment holding company. The shares of Lysaght are divided into 3 different classes i.e.: -

Class A

Chew Bros

Class B

WTWT

George Anthony Dass David

Class C

Bina

Faroy Sdn Bhd (“Faroy”)

Tan Sri Abdul Rashid bin Abdul Manaf

Administrator of Puan Sri Zaiton binti Abu Bakar

Abu Zakaria bin Abu Bakar

Summary of the Plaintiffs’ Contentions

[11]It is the contention of WTWT and Bina that there are serious dispute of facts arising from all the affidavits filed and exchanged between the parties in relation to both the Originating Summonses and in the current conversion applications that necessitate the Originating Summonses to be converted to a Writ action to allow parties to give oral evidence and be cross examined.

[12]Twelve (12) issues of “serious disputes of facts” are raised by both the Plaintiffs in justifying the conversion applications. In summary, the contended “serious disputes of facts” are as follows:

1.The refusal to remove Lysaght’s director, one Koh Tee Kiow @ Kho Tee Keow (“Koh”) as Class B director which is said to be in breach of articles 80, 81 and 94 of the Lysaght’s Constitution (“the Constitution”);

2.That the purchase of UEL’s shares in Lysaght by Chew Brothers on 14.4.2014 breached articles 8,14,57,80 and 97 of the Constitution;

3.The Board of Directors’ meetings held on 26.1.2016 and 25.5.2016 were informal due to no quorum caused by