JUDGMENT

Mohamad Redzuan Idrus JC:

(Enclosure 3 — Application For Interlocutory Injunction)

I. Introduction

[1] This Court is seised of an inter parte application by way of Notice of Application (Enclosure 3) filed by the Plaintiffs, Tee Wee Siong ("P1") and Tee E Va ("P2"), seeking an interlocutory injunction to restrain the Defendants from convening an Extraordinary General Meeting ("EGM") of the 15th Defendant, Eduver Education Berhad, scheduled for 25 May 2025. The sole agenda of the proposed EGM is the removal of the Plaintiffs as directors of the 15th Defendant.

[2] The application is made pursuant to O 29 r 1 and O 92 r 4 of the Rules of 2012 and the inherent jurisdiction of this Court .

[3] The principal question for decision is whether the convening of the proposed EGM constitutes such an interference with the due administration of justice in the related suit, WA-22NCC-61- 01/2025 ("Suit 61"), as to warrant this Court overriding the long- established rule against judicial interference in the internal management of a company and the statutory rights of shareholders to convene meetings and remove directors.

[4] Having heard learned counsel for both sides and having carefully considered the cause papers, the affidavit evidence and the authorities cited, this Court has come to the considered view that the application must be dismissed. The reasons follow.

II. Background Facts

[5] The 15th Defendant, Eduver Education Berhad, is a public company carrying on the business of preschool education under the "Eduwis" brand which the 1st Plaintiff and his late wife developed between 1987 and 1994.

[6] By two Share Sale Agreements dated 9 November 2018 and 16 May 2019 ("the SSAs"), the 1st Plaintiff exchanged his shares in the 15th Defendant for shares in the 2nd Defendant, Kedios Berhad. Following the implementation of the SSAs, the 2nd Defendant came to hold approximately 87.78% of the issued share capital of the 15th Defendant. The 2nd Defendant subsequently allocated approximately 13.9% of those shares to its wholly-owned subsidiary, the 1st Defendant, Midios Sdn Bhd.

[7] In early 2025, the 1 st Plaintiff instituted Suit 61 seeking, inter alia, rescission of the SSAs on the grounds of alleged fraudulent misrepresentation and conspiracy.

[8] By notice dated 11 January 2025, the 2nd Defendant requisitioned an EGM to be held on 12 February 2025 to appoint four additional nominee directors. The Plaintiffs successfully obtained an interim injunction in Suit 61 on 7 March 2025 ("the Suit 61 Injunction") restraining the 15th Defendant from giving effect to the resolutions proposed at that EGM. The four-director composition of the Board was thereby preserved.

[9] By notice dated 24 April 2025, a fresh EGM was requisitioned, this time for the express purpose of removing the Plaintiffs as directors of the 15th Defendant. The notice was issued by the 1st Defendant together with the 3rd to 13th Defendants (collectively, "the Requisitionists"), being shareholders said to hold an aggregate of approximately 15.66% of the issued share capital of the 15th Defendant outside the holdings of the 2nd, 14th and 15th Defendants.

[10] By letter dated 5 May 2025, the Plaintiffs' solicitors demanded the unconditional withdrawal of the EGM notice. The demand was rejected by letter dated 7 May 2025. The present application followed on 8 May 2025.

III. The Parties' Submissions

A. The Plaintiffs' Submissions

[11] Learned counsel for the Plaintiffs submitted that the proposed EGM is a thinly-veiled attempt by the 2nd Defendant, acting through its wholly-owned subsidiary the 1st Defendant and its allied shareholders, to achieve indirectly what was prohibited by the Suit 61 Injunction — namely, the takeover of the Board of the 15th Defendant.

[12] It was urged upon this Court that:

a) the 1st Defendant's shareholding in the 15th Defendant derives directly from the very SSAs impugned in Suit 61;

b) the 14th Defendant is the controlling mind of both the 1st and 2nd Defenda