GROUNDS OF JUDGMENT

In his Originating Summons dated 22.11.2004 (enc. 2) the Plaintiff sought the following reliefs:

(1) A declaration that the award given by the 2nd and 3rd Defendants to the 4th Defendant pursuant to an open tender exercise by the 2nd and 3rd Defendants in relation to the entire issued and paid up share capital of 97,232,142 ordinary shares of RM1.00 each of Rahman Hydraulic Tin SDN BHD (RHT Shares) is null and void;

(2) That the aforesaid award is set aside;

(3) A declaration that the Sale of Shares Agreement and other related documents between 1st Defendant who is represented by the 2nd and 3rd Defendants and the 4th Defendant dated on or about 1.10.2004 for the purchase of the entire RHT Shares for a sum of RM15 million in cash is null and void;

(4) An order that the aforesaid Sale and Shares Agreement and other related documents thereof is cancelled within fourteen (14) days from the date of this order;

(5) In the alternative, if the transfer of RHT Shares to the 4th Defendant has been completed, a declaration that the said transfer of RHT Shares is null and void;

(6) An order that the 2nd and 3rd Defendants reconsider tenders made by the other remaining tenderers in the open tender exercise except the 4th Defendant's tender and to decide the said open tender within fourteen (14) days from the date of this order;

(7) General damages to be assessed by the Registrar of this Court which is to be paid by the 2nd and 3rd Defendants to the Plaintiff; and

(8) Costs.

Vide Summons-in-Chambers dated 22.11.2004 (end. 4) the Plaintiff sought the following interlocutory injunctive reliefs:

(1) to restrain the Defendants from proceeding with the Sale of Shares Agreement in respect of the purchase of the RHT Shares including the transfer of those RHT Shares to the 4th Defendant until final disposal of the Plaintiff's Originating Summons (end. 2);

(2) In the alternative, in the even the said RHT Shares had been transferred to the 4th Defendant, to restrain the 4th Defendant from taking part or interfering with the business operation or daily administration of RHT SDN BHD including matters relating to tin mines lease in Klian Intan, Perak and other related matters until final disposal of the Plaintiff's Originating Summons (encl. 2).

Undisputed Facts

RHT was formerly known as Rahman Hydraulic Tin Berhad (RHTB), a company listed on the Main Board of Kuala Lumpur Stock Exchange (KLSE). On 16.6.2000, Special Administrators (SAs) were appointed over RHTB pursuant to the Pengurusan Danaharta Nasional Bhd. Act 1998. RHTB was insolvent with debt in excess of RM399 million, the SAs prepared a workout proposal to restructure RHTB pursuant to the said Act. Pursuant to the restructuring undertaken by the SAs RHTB was delisted from the KLSE and converted to a private limited company (sendirian berhad) and the entire shareholding of RHTB was transferred to the 1st Defendant. The 1st Defendant was the registered owner of 97,232,142 ordinary shares of RM1 each in Rahman Hydraulic Tin SDN BHD (the RHT Shares) at all material time. RHT is a tin ore producer in Malaysia and it has been granted a lease to operate a tin mine with the right to enter, occupy and mine by the Pejabat Daerah dan Tanah, Pengkalan Hulu, Hulu Perak, Perak Darul Ridzuan on that piece of land measuring approximately 601.935 acres in Khan Intan, Perak Darul Ridzuan. The mining right granted to RHT vide mining certificates 1/2003, 2/2003, 4/2003 and 5/2003 expired on 31.12.2003. However, the application for renewal of the said mining right is still pending in the Land Office.

The 1st Defendant is a company incorporated in Malaysia and is presently under creditors voluntary liquidation wherein the 2nd and 3rd Defendants are the appointed liquidators of the said company.

On 31.7.2004, the 2nd and 3rd Defendant had advertised an open tender exercise to invite parties to offer for purchase the entire RHT shares together with it's assets and mining leases. A copy of the Inf