Khadijah Idris JC:

JUDGMENT

Introduction

[1]The Plaintiff’s application for specific performance under Order 81 rule 1 of the Rules of Court 2012 (RoC 2012)

Parties

[2]The Plaintiff is a private company incorporated in Malaysia under the provisions of the Companies Act 1965 with its registered address at Level 21, Menara MIDF, 82 Jalan Raja Chulan, 50200 Kuala Lumpur.

[3]The Defendant, Lim Thiam Chye, is an individual has an address for service at No. 18-C, Jalan Glugor, Kampung Baru, 08000 Sungai Petani, Kedah Darul Aman and/or at No. 8, Jalan Teratai 1/1, Amanjaya, 08000 Sungai Petani, Kedah Darul Aman.

Factual Background

[4]On 13 March 2007 the Plaintiff and a company known as BTS Holdings (M) Sdn. Bhd. (BHSB) entered into a Subscription Agreement (the Subscription Agreement). By the Subscription Agreement the Plaintiff agreed to subscribe for 500,000 redeemable convertible cumulative preference shares of RM1.00 each in the share capital of BHSB (the Subscription Shares) at a subscription price of RM10.00 only for each share and the total subscription price of RM5,000,000.00 (the Subscription Price) subject to the terms and conditions contained therein.

[5]Also on 13 March 2007 a Shareho