Uis Building Materials Sdn Bhd v Xiao Xianhua (JA-22NCvC-95-07/2025)

On 17 October 2025, this Court heard the inter partes applications for interlocutory injunctions filed by –

the Plaintiff in Enclosure 11; and

the Defendant (as Plaintiff in the counterclaim) in Enclosure 21.

The Plaintiff’s Enclosure 11 seeks, among others, to restrain the Defendant from interfering in the company’s business and administration, attending the factory premises, dealing with his 61% shareholding, and dealing with the company’s bank accounts. The Defendant’s Enclosure 21 seeks corresponding injunctive relief against Xie Yue Yong (2nd Defendant in the counterclaim), including restraint from attending the premises, dealing with her 39% shareholding, dealing with bank accounts, removing assets and executing transactions/signing agreements without the Defendant’s approval.

Pending the inter partes hearing, this Court granted an ex parte interim injunction for Enclosure 11 on 30 September 2025 and fixed the inter partes hearing on 17 October 2025. The Court also granted an ex parte interim injunction for Enclosure 21 on 6 October 2025, likewise fixing the inter partes hearing on 17 October 2025.

This is the Court's decision and reasons for both applications.

The Plaintiff is a private limited company engaged in the supply and sale of construction materials and Xiao Xianhua (“the Defendant”), and Xie Yue Yong are both directors and shareholders of the Plaintiff company. At the material time, Xiao Xianhua and Xie Yue Yong were directors/shareholders, with Xiao Xianhua holding 3,050,000 shares (61%) and Xie Yue Yong holding 1,950,000 shares (39%). Another director mentioned is Lee Shu Hui, who holds no shares.

The relationship between the parties deteriorated following disputes over the management and control of the company. Each party accused the other of misconduct in the handling of the company’s operations and assets, which led to the filing of the present injunction applications.

The Plaintiff’s application (Enclosure 11) was filed first. In that application, the Plaintiff sought to restrain the Defendant from entering the company’s premises and interfering with its operations. The Plaintiff alleged that the Defendant had unlawfully entered the factory premises, removed goods and documents, and caused disruption to the company’s business activities.

In support of its application, the Plaintiff relied on affidavits affirmed by Xie Yue Yong, who claimed that the Defendant had acted S/N Kw32ylMdd0yC8HMbzc5HBw unilaterally and without authorisation, thereby jeopardising the company’s operations and commercial reputation.

The Defendant, in turn filed an injunction application under Enclosure 21, contending that he was the majority shareholder and original investor in the company. He alleged that Xie Yue Yong, acting on behalf of the Plaintiff, had wrongfully taken control of the company, excluded him from management and attempted to dissipate company assets.

The Defendant’s affidavits, supported by supplementary materials and police reports, asserted that immediate intervention was necessary to preserve the company’s assets and prevent further loss pending determination of the main action.

In response, the Plaintiff disputed the Defendant’s allegations and maintained that the Defendant’s conduct had caused operational instability and financial uncertainty. Both sides asserted that their respective applications were made to protect the company’s interests and ensure continuity of its business operations.

At the commencement of the hearing on 17 October 2025, both parties raised preliminary objections regarding the validity of the affidavits filed in support of their respective applications.

The Plaintiff’s counsel objected to the Defendant’s affidavits filed in support of Enclosure 21, on the ground that they did not comply with Order 41 rule 3 of the Rules of Court 2012 (“ROC 2012”). It was contended that the Defendant’s deponent, a Chinese national who does not understand English or Bahasa Malaysia, could not have comprehended the contents of the affidavits written in Bahasa Malaysia, and that the jurat failed to specify the language of interpretation or confirm that the contents had been read and understood.

The Defendant’s counsel opposed the objection and submitted that the affidavits were validly affirmed. Counsel explained that the deponent had the contents translated into Mandarin prior to affirmation, and to address any doubt, the Defendant subsequently filed Enclosure 31 and Enclosure 35, together with Enclosure 51 (an affidavit by the interpreter, Felicia Lim Xin Yi, confirming that she had translated the contents of the Defendant’s affidavits in Enclosures 22, 31 and 35 into Mandarin). It was argued that these affidavits, read together, demonstrate substantial compliance with the rule and cure any omission in the jurat under Order 41 rule 4 ROC 2012.

The Defendant’s counsel also raised a cross-objection against all affidavits sworn by Xie Yue Yong, the Plaintiff’s deponent in

Enclosure 11, including the affidavits in Enclosures 14, 15, 41, 42 and It was argued that, since Xie Yue Yong is of Chinese origin and is now a Singapore citizen and the Defendant contends that she does not read or understand Bahasa Malaysia or English, her affidavits, which are entirely in Bahasa Malaysia and contain certifications by the Commissioner or an interpreter, also contravene Order 41 rule 3. S/N Kw32ylMdd0yC8HMbzc5HBw The Defendant further relied on Gani Meyang v Superintendent Land & Survey Department & Ors [2016] MLRHU 1092, Maria Yusof v. Abdullah Gendak [2015] MLRHU 575 and Shim Yen Lin v Cedric Wong King Ti [2021] 11 MLJ 350 to reinforce that the jurat requirement is mandatory and non-compliance renders the affidavit defective.

The Plaintiff’s counsel maintained that the affidavits were properly interpreted and affirmed before the Commissioner for Oaths and that the prescribed forms had been completed. However, counsel did not produce any affidavit by the Commissioner or interpreter verifying the translation. It was submitted that the omission was technical and did not affect the substance of the evidence, nor did it cause any prejudice to the Defendant.

The objections concern whether the omission or irregularity in the jurat, particularly the failure to indicate the language of interpretation or to certify that the deponent understood the contents, renders the affidavits defective and inadmissible under Order 41 rule 3 ROC 2012, or whether such omission is a curable irregularity under Order 41 rule 4 ROC 2012.

Order 41 rule 3 ROC 2012 requires that where a deponent does not understand the language in which an affidavit is written, the Commissioner for Oaths must certify in the jurat that the affidavit has been read over and interpreted to the deponent and that the deponent appeared to understand its contents. The requirement safeguards the integrity of the sworn statement by ensuring that the deponent comprehends what is affirmed.

The commentary under Order 41 rule 3, of the White Book on Malaysian Civil Procedure 2024 Vol I, in particular at the sub-heading “Meaning of jurat” (page 621), explains that the jurat is an essential and integral part of an affidavit. It authenticates the act of swearing or affirmation before the Commissioner and confirms the deponent’s comprehension of the affidavit’s contents. The commentary cites Han Euu Tiam v Phang Kui Fatt & Ors [1999] 4 MLJ 683, where the High Court held that failure to include a proper jurat confirming interpretation to a deponent who did not understand the language of the affidavit rendered the affidavit defective and inadmissible.

However, Order 41 rule 4 ROC 2012 provides that the Court may, with leave, allow the use of an affidavit notwithstanding any irregularity in form. This discretionary power was examined in Utama Merchant Bank Bhd v. Dato’ Mohd Nadzmi Mohd Salleh [2001] 2 CLJ 235, where the High Court held that while the absence of jurat particulars is a serious defect, the court retains discretion to regularise the affidavit if comprehension is otherwise shown.

As explained in the White Book on Malaysian Civil Procedure 2024 Vol I, on commentary on Order 41 rule 4 (pages 631–633), the Court’s discretion to allow a defective affidavit must be exercised sparingly but may be invoked where the omission is purely formal and does not affect comprehension, authenticity, or fairness. Procedural rules serve the ends of justice and should not be used to defeat them through technical non-compliance.

I have also considered Pathmanathan Subramaniam v. Pacific & Orient Insurance Co Bhd [2023] MLRHU 2440, relied upon by the Defendant in support of the contention that non-compliance with Order 41 rule 3 ROC 2012 and the prescribed jurat may amount to a fundamental defect warranting exclusion of affidavit evidence. However, Order 41 rule 3 ROC 2012 itself contemplates that an affidavit may still be used where the Court is otherwise satisfied as to comprehension, and in the present case the Court’s satisfaction is informed by the contemporaneous and subsequent materials filed, including the interpreter’s confirmation (Enclosure 51) for the Defendant’s affidavits.

Applying these principles to the present case, the Court notes that both the Plaintiff’s and the Defendant’s affidavits filed in support of their respective injunction applications are affirmed in Bahasa Malaysia and bear the Commissioner for Oaths’ attestation. However, the critical question is whether there is sufficient assurance that each deponent understood the contents at the time of affirmation, particularly where interpretation is required.

As regards the Plaintiff’s affidavits (Enclosure 14, 15, 41, 42 and 43) affirmed by Xie Yue Yong, it is the Defendant’s position that the jurat records that the contents were translated into English by “Jessica Christophel A/P George”. However, the Defendant disputes that Xie Yue Yong understands English or Bahasa Malaysia. Further, no supporting affidavit from the Commissioner for Oaths or from the named interpreter was produced to independently verify that the contents were in fact interpreted to her and understood at the time of S/N Kw32ylMdd0yC8HMbzc5HBw affirmation. In these circumstances, the Court is not furnished with independent confirmation of comprehension for those affidavits.

To my mind, the objector bears the burden to show that the deponent did not understand the contents at the time of affirmation. In the absence of such proof, any omission or irregularity in the jurat is treated as an irregularity going to weight rather than admissibility for purposes of these interlocutory applications.

In contrast, the Defendant’s affidavits (Enclosure 22, 31 and 35), though likewise affirmed in Bahasa Malaysia, are supported by evidence that the contents were translated into Mandarin prior to affirmation. In particular, the interpreter’s affidavit in Enclosure 51 confirms that she translated the Defendant’s affidavits into Mandarin. These materials, read together, provide independent support that the Defendant understood the contents affirmed.

In light of the foregoing, the Court dismisses both preliminary objections and admits the affidavits for the limited purpose of determining the interlocutory injunction applications. Nevertheless, in assessing evidential weight, the Court accords greater weight to affidavit evidence where comprehension is independently supported. The Court therefore proceeds to determine the merits of Enclosures 11 and 21, exercising its discretion under Order 41 rule 4 ROC 2012, read with Orders 1A and 2 rule 1 ROC 2012, bearing in mind the overriding objective of securing the just, expeditious and economical disposal of proceedings.

Having disposed of the preliminary objections, the Court now turns to consider the merits of both applications, for both the Plaintiff’s application for an injunction in Enclosure 11 and the Defendant’s application in Enclosure 21. For ease of reference, both applications are analysed jointly given that they arise from the same factual matrix and involve overlapping reliefs.

Both applications seek injunctive relief to restrain the opposing party from exercising control over the management, assets and premises of the same company. Given their reciprocal nature, the issues and principles governing interlocutory injunctions are considered together, with reference to the parties’ respective submissions, affidavits, and authorities.

The principles governing interlocutory injunctions were not in dispute. Both parties referred to Keet Gerald Francis Noel John v Mohd Noor Bin Abdullah & Ors [1995] 1 MLJ 193 and Alor Janggus Soon Seng Trading Sdn Bhd & Ors v Sey Hoe Sdn Bhd & Ors [1995] 1 MLJ 241, where the Court of Appeal held that an applicant must show:

there is a serious issue to be tried;

damages would not be an adequate remedy; and

the balance of convenience favours the grant of an injunction.

The Plaintiff in Enclosure 11 submitted (Enclosure 45) that the Defendant had unlawfully entered the company’s premises, removed documents and goods and interfered with staff and suppliers. It was argued that these actions disrupted operations and created commercial uncertainty, warranting injunctive relief to maintain stability until trial. The Plaintiff contended that damages would not be adequate as the harm involved continuing disruption to business and loss of goodwill.

The Plaintiff further relied on Keet Gerald Francis Noel John and Alor Janggus Soon Seng Trading Sdn Bhd for the proposition that the injunction should preserve the status quo and that the balance of convenience lies in favour of the party already in possession.

Conversely, the Defendant (Enclosure 47 and 53) argued that he is the majority shareholder and founding investor and that the Plaintiff conduct in excluding him from management and withholding access to company records necessitated the counter-injunction in Enclosure

He maintained that his actions were within his lawful authority as director and that the Plaintiff’s injunction seeks to prevent him from exercising legitimate rights.

The Defendant relied on RHB Bank v L & R Holdings Sdn Bhd & Anor [2010] 3 MLRA 703 and Darul Fikir v. Dewan Bahasa dan Pustaka [2018] 5 MLRH 524, arguing that damages would be adequate because the dispute concerns control, not destruction of S/N Kw32ylMdd0yC8HMbzc5HBw property, and that the balance of convenience favours permitting management to continue under his oversight as majority shareholder.

Upon considering all the affidavits and submissions, the Court finds that both applications raise bona fide issues requiring trial. The Plaintiff allege that the Defendant, without authorisation, entered the company’s premises, removed goods and documents and gave directions to staff in a manner inconsistent with corporate procedures. Conversely, the Defendant maintains that he is the founding investor and majority shareholder who has been wrongfully excluded from management by the Plaintiff. These competing versions of the company’s governance and shareholding structure cannot be resolved on affidavit evidence alone. They plainly disclose triable questions of law and fact on the legitimacy of management control and the extent of each director’s authority.

The Court accepts the Plaintiff’s submission (Enclosure 45) that the Defendant’s unilateral acts, if proven, could constitute interference with possession and management, warranting injunctive relief to prevent further disruption. However, the Court also recognises that the Defendant’s assertion of ownership and managerial rights is not frivolous; it too raises a genuine issue to be determined at trial. Accordingly, the first requirement in Keet Gerald Francis Noel John is satisfied for both sides.

The Plaintiff contend that the Defendant’s conduct has affected the company’s daily operations, jeopardised contractual relationships with suppliers, and created uncertainty among employees. Such continuing interference, if not restrained, may cause harm that cannot be adequately compensated by damages. This Court is of the view that the Defendant’s reliance on RHB Bank v L & R Holdings Sdn Bhd & Anor [2010] 3 MLRA 703 and Darul Fikir v. Dewan Bahasa dan Pustaka [2018] 5 MLRH 524 is distinguishable. Those cases involved situations where losses were purely financial and quantifiable. Here, the alleged harm relates to operational stability, business reputation, and corporate governance, which are not readily measurable in monetary terms.

On the other hand, the Defendant argues (Enclosure 47 and 55) that any loss claimed by the Plaintiff is commercial and recoverable through accounting and damages, asserting that the injunction unfairly prevents him from exercising lawful director’s powers. The Court is mindful that where an injunction has the effect of restraining a director’s participation, caution must be exercised. Nevertheless, in this instance, the Defendant remains able to pursue his substantive rights at trial, and no evidence was produced to show that damages would suffice to compensate the ongoing disturbance to the company’s operations should the injunction be refused.

The balance of convenience lies in favour of maintaining the status quo, that is, the management and possession as presently exercised by the Plaintiff. This approach accords with Alor Janggus Soon Seng Trading Sdn Bhd and Mohamed Zainuddin Bin Puteh v. Yap Chee Seng [1978] 1 MLJ 40, where the courts emphasised that interlocutory injunctions serve to preserve stability pending adjudication. Thus, allowing the Defendant to re-enter or interfere before trial risks confrontation and further operational uncertainty.

The Court notes the Defendant’s argument that he is the majority shareholder and therefore should not be restrained from company affairs. However, the relief sought in Enclosure 11 is directed not at his status as shareholder but at preventing physical interference with the premises and disruption to ongoing business. Granting the injunction does not determine ownership or directorship; it merely prevents unilateral acts likely to prejudice the company’s functioning until the main issues are adjudicated.

As for the Defendant’s own application (Enclosure 21), the Court finds that granting his counter-injunction would effectively reverse the present control arrangement and alter the existing state of affairs. Given the conflicting accounts and the absence of clear evidence that the Plaintiff are dissipating assets or acting outside authority, the Court is not persuaded that the balance of convenience favours the Defendant.

The Court has also considered the parties’ respective conduct. The Defendant submitted that Enclosure 11 should be refused or discharged on discretionary grounds, including alleged lack of full and frank disclosure, and by reference to s 54 of the Specific Relief Act 1950.

On the material presently before the Court, the Plaintiff acted promptly in seeking interim protection following the incidents complained of. The Defendant’s subsequent application sought substantially similar restraints in the opposite direction. At this stage, and without making findings on ultimate rights, the evidence supports maintaining current operations under the Plaintiff’s supervision pending trial on ownership and management issues.

Having considered the parties’ competing narratives and materials at this interlocutory stage, I am not prepared to make definitive findings on the disputed allegations of misconduct. These matters are more appropriately ventilated at trial; they are therefore treated as part of the overall discretionary assessment rather than a standalone basis to summarily refuse relief. S/N Kw32ylMdd0yC8HMbzc5HBw

For these reasons, the Court finds that the Plaintiff have satisfied all three limbs of the injunction test set in Keet Gerald Francis Noel John and Alor Janggus Soon Seng Trading Sdn Bhd. Accordingly—

the Plaintiff’s inter partes application for an injunction in Enclosure 11 is allowed, with costs in the cause. The interim injunction granted ex parte on 30 September 2025 (pursuant to Enclosure 11) is hereby confirmed and shall continue to remain in force pending the disposal of this suit, subject always to the Plaintiff’s undertaking as to damages; and

The Defendant’s application in Enclosure 21 is dismissed with costs in the cause. Dated : 11 November 2025 -sgd-Dr. Noradura Binti Hamzah Judicial Commissioner High Court Civil 2 Johor Bahru S/N Kw32ylMdd0yC8HMbzc5HBw Solicitor for Plaintiff : Vasanthan A/L Raman Kutty Messrs. Julie Lim, Vasanthan & Co. Solicitor for Defendant : Alvin Chang Teck Kiam together with Tan Po Au Messrs. Alvin's Chang Chamber S/N Kw32ylMdd0yC8HMbzc5HBw