Koay Peng Soon v Lee Seik Fun (WA-24NCC-329-07/2024)

LEE SEIK FUN (No K/P: 660717-08-5135)

LIM LEONG CHUAN (No K/P: 780926-05-5364)

ENPRO SOLUTIONS SDN BHD (No Syarikat.: 202001011616 (1367936-U)

ABRE ENGINEERING SDN BHD (No. Syarikat. 201401043929 (11230115-P)

ENPRO TEKNOLOGI SDN BHD (No. Syarikat. 201201028009 (1012495-P)

ENPRO ENGINEERING SDN BHD (No. Syarikat. 201901044996 (1354326-W) …DEFENDAN-DEFENDAN GROUNDS OF JUDGMENT (Enclosure 95)

On 14-4-2025, the Plaintiff obtained an order to compel the 1st and 2nd Defendants to buy out the Plaintiff’s shares in the 3rd Defendant, Enpro Solutions Sdn Bhd or “ESSB” (“Buyout Order”). The Defendants are still appealing the underlying Buyout Order and now appeal against the Order made by this Court on 8-5-2026 on Enclosure 95.

In Enclosure 95, the Plaintiff sought an order to record the outcome of the valuation of the said shares for enforcement purposes, because the Defendants, having failed to secure a stay of execution of the Buyout Order pending appeal, have refused to comply with the Buyout Order. As will be apparent, Enclosure 95 deals with a largely unassailable matter of implementation of the Buyout Order.

The Buyout Order was made because the 1st and 2nd Defendants were found to have conducted the affairs of ESSB in a manner that is oppressive or in disregard of the Plaintiff’s interests as a member within the meaning of section 346 of the Companies Act 2016. The salient terms of the Buyout Order are as follows: “(3) First and Second Defendants shall jointly and severally buy out the Plaintiff’s 30% shareholding in the Third Defendant at a fair value, to be determined by an independent valuer nominated by both Plaintiff, and First and Second Defendants. In the event that the parties are unable to agree to the appointment of an independent valuer, the Plaintiff shall make a formal application to court;

The independent valuer shall, within 90 days from the date of this order, value the Plaintiff’s shares in the Third Defendant, taking into account:

The valuation report shall be filed in court via an affidavit pursuant to Order 40 Rule 2 of the Rules of Court 2012, and the value be determined therein shall be deemed final and conclusive;

First and Second Defendant shall jointly and severally pay to the Plaintiff the determined value within fourteen (14) days from the filing of the valuation report.”

The valuer was appointed pursuant to a further Order of this Court dated 2-12-2025 due to disagreement on who to appoint, the valuation methodology and other implementation issues (“Directions Order”). The terms of the Directions Order are as follows: “(1) An order that Legend Entrepreneur Advisory Sdn Bhd be appointed as an independent valuer to determine the Plaintiff’s 30% shareholding in the Third Defendant in a manner according to paragraph 4 of the Buy Out Order dated 14 April 2025.

An order that the 90 days time period stated in paragraph 4 of the Buy Out Order to be abridged and extended to 3 months from the date of the Defendants’ compliance with prayers (3), (4) and

below.

An order that Legend Entrepreneur Advisory Sdn Bhd’s fees of RM45,000.00, as attached in Legend Entrepreneur Advisory Sdn Bhd’s terms of engagement in Annexure A and the applicable sales and service tax amount (“Valuer’s Fees”) be paid in full by the Defendants jointly and severally, within fourteen (14) days from the date of this Order.

If the Defendants fail to pay the Valuer’s Fees in full as stipulated in paragraph (3) above, an order be granted that:

The Plaintiff be at liberty to pay the Valuer’s Fees to Legend Entrepreneur Advisory Sdn Bhd on behalf of the

A declaration be granted that the Defendants are jointly and severally indebted to the Plaintiff for the Valuer’s Fees with interest of 4% per annum calculated from the date of payment of the Valuer’s Fees is made to the Legend Entrepreneur Advisory Sdn Bhd.

An order to compel the Defendants to furnish the following documents for the purpose of paragraph (1) above within fourteen (14) days:

Audited Financial Statement with detailed income statement and expenses breakdown for the financial year ended 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

Stock aging report as at 31 October 2024.

Trade receivables and payables aging report as at 31 October 2024.

Most recent business plan or company profile.

Management account for the financial year ended 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

Trial balance as at 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

(ii) Balance sheet as at 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

(iii) Profit & loss statement for the financial year ended 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

(iv) General ledger for the financial year ended 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

Debtor ledger for the financial year ended 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

(vi) Creditor ledger for the financial year ended 31 October 2021, 31 October 2022, 31 October 2023 and 31 October 2024.

In addition to paragraph (5) above, the Defendants shall furnish any further relevant documents for the purpose of paragraph (1) above within fourteen (14) days from the date of request from the Plaintiff through a written letter from the Plaintiff’s solicitors.

Liberty to apply,

Costs of RM10,000.00 to be paid jointly and severally by the Defendants to the Plaintiff subject to allocatur fees.”

The Defendants did not appeal the Directions Order, and the valuation was completed. Legend Entrepreneur Advisory Sdn Bhd furnished a valuation report dated 13-1-2026 which placed the value of the Plaintiff’s 30% shareholding in ESSB in the range of RM932,000.00 to RM942,000.00 (“Valuation Report”).

The objections raised by the Defendants in opposing Enclosure 95 were as follows: “(a) Laporan Penilaian bertarikh 13.01.2026 yang disediakan oleh Legend Entrepreneur Advisory Sdn Bhd adalah tidak mengikut metodologi yang dinyatakan dalam Perintah Buy Out, tidak mengambil ke dalam kira kedudukan kewangan sebenar ESSB, dan semata-matanya bersifat spekulasi tanpa alasan ataupun dasar yang munasabah;

Oleh itu, nilai yang ditentukan oleh Legend Entrepreneur Advisory Sdn Bhd dalam Laporan Penilaian bertarikh 13.01.2026 adalah salah, tidak berasas, tidak munasabah dan tidak wajib dianggap muktamad dan konklusif; dan

Defendan-Defendan akan memfailkan permohonan yang sewajarnya untuk mempertikaikan Laporan Penilaian bertarikh 13.01.2026 tersebut dan menunjukkan bahawa nilai yang ditentukan dalam Laporan Penilaian bertarikh 13.01.2026 adalah tidak tepat.”

There were no particulars of the objection i.e. no identification of any error, inaccuracy, misdirection or alternative valuation, or any further or other application filed by the Defendants to contest the Valuation Report. The Defendants also filed no written submissions to ventilate any points of construction or of law in opposition to Enclosure 95. The Valuation Report appeared to be sound, and prepared in accordance with the Directions Order. To the extent that the Defendants sought to challenge matters already determined by the Directions Order, those issues were res judicata.

In the result, this Court was given no basis to review or vary the conclusion reached in the Valuation Report and accordingly, Enclosure 95 was allowed in the following terms: 1) The fair value of the Plaintiff’s 30% shareholding in the 3rd Defendant to be purchased by the 1st Defendant and 2nd Defendant jointly and severally pursuant to the Order dated 14.4.2025 is hereby valued at RM942,000.00. 2) The 1st and 2nd Defendants issue a cheque in the name of the firm of the solicitors for the Plaintiff, Messrs Lee & Poh Partnership within 14 days from the date of this Order, inclusive of the following sum:

RM942,000.00 being the valuation sum of the Plaintiff’s 30% shareholding; and

Including interest at the rate of 4% per annum on the sum of RM942,000.00 to the Plaintiff from 31.1.2026 until full and final settlement (collectively referred to as the “Sum”). 3) Upon receipt of the Sum, the Plaintiff shall deliver to the 1st and 2nd Defendants’ solicitors a duly executed, valid and proper instrument of transfer of the 30% shares in the 3rd Defendant within 2 days of the Plaintiff’s solicitors receiving the Sum; and 4) All costs, fees, expenses and/or expenditure for the carrying out of this Order are to be paid and borne by the 1st and 2nd Defendants jointly and/or severally. Bertarikh: 15 Jun 2026 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR Peguam Untuk Plaintif: Chu Soon Wei (O Ying Xin bersamanya) Tetuan Lee & Poh Partnership Untuk Defendan-Defendan: Lee Chia Yee Tetuan Ong, Ric & Partners