1. ) Kacon Asset Group Sdn. Bhd. v 1. ) Kacon Construction Sdn. Bhd. (WA-24NCC-212-04/2025)

KACON ASSET GROUP SDN. BHD. [Company No.: 202201005445 (1451142-U)]

TAN HAI KEAT [Identity Card No.: 751210145257] …PLAINTIFFS

KACON CONSTRUCTION SDN. BHD. [Company No.: 202001030349 (1386669-M)]

CAL-TEST LABORATORY SDN. BHD. [Company No.: 200001020789 (523396-U)]

RAMLI BIN OSMAN [Identity Card No.: 640201075611]

MOHD HASRULNIZAM BIN ENDRUS [Identity Card No.: 850506025397]

WANG MIN [Passport No.: EE3988879] …DEFENDANTS JUDGMENT (Enclosure 1 and Enclosure 33)

This is a judgment of the Court from an Originating Summons filed by the Plaintiff seeking a declaration that the share transfer agreement dated 30.4.2024 is void for failure of consideration and consequential orders for the return of the shares transferred pursuant to the agreement. The Plaintiffs also sought for wide ranging reliefs to restrain the Defendants from convening any extraordinary or annual general meetings of the 1st Defendant and from operating the 1st Defendant’s bank accounts pending the disposal of the action.

Having carefully considered the evidence and submissions of parties, this Court is satisfied that the purchase consideration under the share transfer agreement had, in fact, been fully satisfied. The foundation of the Plaintiffs’ contention of failure of consideration has therefore not been made out.

Further the injunctive reliefs sought for are, in the Court’s view, excessively wide and disproportionate to the Plaintiff’s purported concerns. For these reasons, the application in the Originating Summons is dismissed with costs.

On 30.04.2024, a Conditional Share Sale Agreement (“CSSA”) was executed between the 1st Plaintiff, Kacon Asset Group Sdn Bhd and the 2nd Defendant, Cal-Test Laboratory Sdn Bhd.

According to the CSSA, the 1st Plaintiff agreed to transfer a portion of its 3,700,100 shares amounting to 2,590,070 shares of the 1st Defendant to the 2nd Defendant, wherein the 2nd Defendant represented that the total consideration for the purchase of the 1st Plaintiff’s shares would be settled through Redeemable Convertible Preference Shares (“RCPS”) of equivalent value to RM1,000,000.00 (“the Consideration”).

6.

However, the Plaintiffs contended that the Consideration in the form of the 2nd Defendant’s allotment of the RCPS equivalent to the value of RM1,000,000.00 in favour of 1st Plaintiff was never received by the 1st Plaintiff. Specifically, the 1st Plaintiff denied that it had received any of the 5,000 RCPS (valued at RM200.00 each) as agreed.

The Plaintiffs claimed that notwithstanding the aforesaid, the 2nd Defendant together with the 3rd Defendant and by extension the 4th Defendant and the 5th Defendant had proceeded to issue and call for several Board Meetings of the 1st Defendant thereby passing numerous resolutions primarily the transfer of shares in the name of the 2nd Defendant to a purported third party and for the removal of the 1st Plaintiff as shareholder and the 2nd Plaintiff as director of 1st Defendant.

The Plaintiffs’ primary reliefs in the Originating Summons are for the following orders:

a declaration that the Conditional Share Sale Agreement dated 30.4.2024 between the 1st Plaintiff and the 2nd Defendant, that is, the CSSA is void; and

(ii) a declaration that the registration of 2,590,070 shares in the 1st Defendant as a result of the CSSA without the 2nd Defendant making any payment towards the said share purchase, is invalid and void;

(iii) the Defendants be restrained from holding from holding the Board of Directors’ Meeting of the 1st Defendant scheduled on 18.4.2025;

(iv) the Defendants be restrained from passing any resolutions, with or without amendments, in respect of any of the agenda as listed in the Notice of the 1st Defendant’s Board of Directors’ Meeting dated 14.4.2025;

the Defendants be restrained by an injunction from calling and or convening any members’ meeting and or Board of Directors’ meetings and or Annual General Meetings and or Extraordinary General Meetings of the 1st Defendant at any time, in particular, after the filing of this action until its final determination;

(vi) The Defendants be restrained from communicating and or making any representation, whether in writing or otherwise to the 1st Defendant and or its agents until the determination of this action;

(vii) the Defendants be restrained from entering into the 1st Defendant’s registered office premises and or business premises and or any construction sites or work sites where the 1st Defendant is currently working until the determination of this action;

(viii) the Defendants be restrained from operating any bank accounts of the 1st Defendant with Affin Bank Berhad and Bank Islam until the determination of this action;

(ix) the Defendants be restrained from making any representations, written or otherwise, that may undermine the reputation of the Plaintiffs and the 1st Defendant. Court’s Considerations

The Plaintiffs’ claims are premised on their contention that the 2nd Defendant has failed to make the Consideration for the 2,590,070 shares of the 1st Defendant under the CSSA.

However, the 2nd Defendant has shown from uncontroverted evidence that the purchase consideration of RM 1,000.000.00 for the 1st Plaintiff’s 2,590,070 shares of the 1st Defendant to be paid in the form of 5,000 Redeemable Convertible Preference Shares worth RM 200 each (“the RCPS”) have in fact been made and satisfied on 6.5.2024. More specifically, the Return of Allotment of Shares filed pursuant to section 78 of the Companies Act 2016 clearly shows that the RCPS had been registered in the name of the 1st Plaintiff.

Consequently, by the resolution dated 31.5.2024 vide a Directors’ Circular Resolution, the 1st Defendant had authorised and approved the transfer of the 2,590,070 shares of the 1st Defendant from the 1st Plaintiff to the 2nd Defendant.

Accordingly, it can no longer be disputed that the CSSA has been fully and duly performed.

Further, by way of a Profit Guarantee Agreement dated 10.6.2024 (“the PGA”), the 1st Plaintiff had given the 2nd Defendant a guarantee that the profit before tax of the 1st Defendant for the financial years ended 2025, 2026 and 2027 would not be less than RM 6,500,000.00 (“the Profit Guarantee”) and in consideration thereof, the 2nd Defendant had issued a further 28,500 RCPS valued at RM 200 each to the 1st Plaintiff (“the 28,500 RCPS”). The 28,500 RPCS had also been duly allotted to the 1st Plaintiff.

In fact, not only has the CSSA been fully performed, the Plaintiffs have also dealt with and transferred the RCPS to third parties. More specifically, on 5.7.2024, the 1st Plaintiff had requested the 2nd Defendant to transfer 2,000 RCPS to one Madam Teoh Geok Poh.

The aforesaid transfer is evidenced from the latest Register of Members of the 2nd Defendant which recorded the original 33,500 RCPS (from the aggregate of 5,000 from the CSSA and the 28,500 RCPS from the PGA) being revised to 31,500 after the transfer of the 2,000 RCPS from the 1st Plaintiff to Madam Teoh Geok Poh.

On 12.12.2024, the 1st Plaintiff had issued a notice of assignment to transfer 33,500 RCPS to West Star Invest Holdings Ltd (“West Star”). Subsequently, on 14.2.2025, the transfer of 31,500 RCPS (the 2,000 RCPS having been transferred earlier) was duly performed by the 2nd Defendant as evidenced by the Form of Transfer of Securities that was filed under section 105 of the Companies Act 2016 with the valid stamping certificate. The aforesaid shows that the 31,500 RCPS have been transferred to the 1st Plaintiff to West Star.

Accordingly, it is no longer in dispute that the CSSA has been duly performed and that the Consideration of RM 1,000,000.00 had been paid by the transfer of 5,000 RCPS to the 1st Plaintiff. As alluded to above, the 1st Plaintiff had also dealt with the RCPS by transferring the same to third parties.

Having performed the CSSA, the 2nd Defendant has become the majority shareholder of the 1st Defendant with 70% shareholdings pursuant to the 2,590,070 shares that were purchased from the 1st Plaintiff.

Based on the aforesaid, there is clearly no issue to be tried as regards the CSSA. In fact, the Plaintiffs have expressly acknowledged that the Consideration for the transfer of the 2,590,070 shares of the 1st Defendant from the 1st Plaintiff to the 2nd Defendant thereunder had in fact been performed.

The claims by the Plaintiffs that they had never authorised the conversion and or transfer of the following: a) 2,000 RCPS registered in the name of the 1st Plaintiff in favour of Madam Teoh Geok Poh at any material time and that the letter dated 05.07.2024 signed by the 3rd Defendant and referred to in Exhibit NBZ-6 of the 2nd Defendant’s Affidavit in Reply dated 13.05.2025 is in actual fact a self-serving document by the Defendants to now justify the allegation that the Plaintiffs had dealt with the RCPS; b) that the Forms of Transfer of Securities in accordance to Section 105 of the Companies Act 2016 dated 05.07.2024, relating to the transfer of 2,000 RCPS from 1st Plaintiff in favour of Madam Teoh Geok Poh, were neither executed nor prepared by 1st Plaintiff or by any authorised personnel of 2nd Plaintiff; c) that the said Form of Transfer of Securities was purportedly never given to the Plaintiffs; d) that the Forms of Transfer of Securities in accordance to Section 105 of the Companies Act 2016 dated 14.02.2025, relating to the transfer of 31,500 RCPS from the 1st Plaintiff in favour of Weststar were neither executed nor prepared by the 1st Plaintiff or by any authorised personnel of 2nd Plaintiff and that the said Form of Transfer of Securities was never given to the Plaintiffs; and e) that the Notice of Assignment in relation to the 33,500 RCPS to Weststar together with its respective enclosures (Letter of Assignment) which are not dated, were neither executed nor prepared by 1st Plaintiff or by any authorised personnel of 2nd Plaintiff; are all matters post the completion of the CSSA, i.e. after the 2nd Defendant had transferred the Consideration for the 2,590,070 shares under the CSSA to the 1st Plaintiff (“the Post-Completion

Accordingly, there is really no basis to seek for the declarations as prayed in (i) and (ii) of Enclosure 1.

As regards the injunctive reliefs sought for in prayers (iii) and (iv), the same are now academic for the simple reason that the resolutions that were sought to be restrained had already been approved and carried out by the 1st Defendant’s Board of Directors by the time Enclosure 1 came before this Court for hearing.

The reliefs sought are therefore academic and no longer relevant.

Furthermore, the ambit of the prayers (v), (vi), (vii), (viii) and (ix) above as sought by the Plaintiffs in Enclosure 1 are too wide and will result in the operation of the 1st Defendant being effectively crippled and coming to a standstill.

The prayers (v) to (ix) are untenable and draconian in nature as they seek to restrain or enjoin the carrying out of statutory duties and or fiduciary duties owed by the 3rd to the 5th Defendants as directors of the 1st Defendant including calling for any Annual General Meeting and or Extraordinary General Meeting of the 1st Defendant, from contacting and or making any representation to any employees, representatives, agents, contractors and or clients of the 1st Defendant, from entering the registered office and business premises of the 1st Defendant and or any construction or work sites of the 1st Defendant, from dealing with the bank accounts of the 1st Defendant with Affin Bank and Bank Islam.

The Plaintiffs have not shown that they have any cause of action at all against the 3rd to the 5th Defendants. The 3rd to 5th Defendants are not privy to the CSSA (which is the Plaintiffs’ Claim) and hence are not involved in any breach of the CSSA, if any, and accordingly, there can be no reliefs sought as against them arising therefrom.

Given the draconian effect of the prayers sought, the balance of convenience clearly lies in favour of the Defendants as the damages that would potentially be suffered by the Defendants would be a greater injustice if the injunction was granted by the court to the Plaintiffs.

At this juncture, the 2nd Defendant is currently handling several time-sensitive construction projects some of which are linked and involved the government, inter alia, as follows: -

Project “Cadangan Membina Satu Blok Bangunan Balai Polis 24 Tingkat/ Berserta 2 Unit Pondok Pengawal dan 1 Unit Rumah Sampah di atas Lot 70, Jalan Tun H.S. Lee, Kuala Lumpur untuk

Project “Pembinaan Pusat Rehabilitation Perkeso Wilayah Pantai Timur di atas PT7158 (HSD 1607), Mukim Merang, Daerah Setiu, Terengganu Darul Iman untuk Pertubuhan Keselamatan Sosial (PERKESO).

The projects mentioned above require constant and continuous performance and timely payments by the 2nd Defendant to various subcontractors and suppliers. The Injunction reliefs such as the one applied by the Plaintiffs would bring all these essential operations of the 2nd Defendant to a complete standstill. This would constitute material breaches of the abovementioned contracts, exposing the 2nd Defendant to late delivery damages at the very least and contract termination at worst which leads to irreparable reputational damages to the 2nd Defendant and its relationship with those public sectors entities which are its clients.

By reason of the aforesaid, Enclosure 1 and by extension Enclosure 33, being the application by the Plaintiffs for discovery of documents in respect of the Post-Completion Events which by virtue of the dismissal of Enclosure 1 is rendered academic and redundant, are dismissed with costs of RM 35,000.00 to the 1st Defendant and RM 50,000.00 to the 2nd Defendants and RM 50,000.00 to the 3rd to 5th Defendants subject to payment of allocator. Dated the 25th day of August 2025 ONG CHEE KWAN JUDGE OF THE HIGH COURT HIGH COURT (COMMERCIAL DIVISION NCC2 & ADMIRALTY) HIGH COURT OF KUALA LUMPUR IN THE FEDERAL TERRITORY, MALAYSIA Counsel for Plaintiffs: Mr. Aminruddin bin Salleh (Messrs. Salleh Gopal) Counsel for 1st Defendant: Mr. Ng Thiang Tuan together with Ms. Sarah Arina Binti Hashimarime (Messrs. Tuan, Mohd Zain & Co.) Counsel for 2nd Defendant: Mr. Yee Kar Ming (Messrs. Thomas & KM Yee Associates) Counsel for 3rd Ms. Renu Sudarshini Zechariah to 5th Defendants: together with Ms. Cheryl Kwan Chui Yi (Messrs. Rosley Zechariah)

Sections 78 and 105 of the Companies Act 2016