Wah Poh Keng v Wong Nyok Pin (WA-24NCC-483-08/2025)

WONG NYOK PIN (No. K/P: 830329-14-5217)

EMPRESS PRINT SDN BHD … DEFENDAN - [No. Syarikat: 202101021536(1421836-D)] DEFENDAN Page 2 of 20

This is an Originating Summons filed by the Plaintiff on 26.8.2025 pursuant to Section 346 of the Companies Act 2016. The Plaintiff seeks, inter alia, a declaration that the 1st Defendant has conducted the affairs of the 2nd Defendant in a manner oppressive to and/or in disregard of her interests as a member, and an order that the 1st Defendant purchase the Plaintiff's 30% shareholding in the 2nd Defendant at a fair value to be determined by this Court or an independent valuer (“this Originating Summons” or “the Plaintiff’s application”).

Having heard and considered the written submissions of both parties, I dismissed the Plaintiff’s application. A]

The 2nd Defendant is a company incorporated in June 2021 with the primary objective of operating a printing business. The parties were introduced to one another by one Sang, who was involved in the printing industry as a salesman. Prior to incorporation, the Plaintiff operated a printing agency known as Pyramids Design Studio, whilst the 1st Defendant operated MyPress Concept (M) Sdn Bhd, and one Chau (a former shareholder) operated Color Star Printing Solutions. All three agencies functioned as intermediaries between customers and external printing service providers.

A total capital contribution of RM1,400,000.00 was made towards the 2nd Defendant. This sum was utilised primarily for the purchase of a commercial printing machine and accessories (approximately RM1,200,000.00), with the balance applied towards rental, renovations, and other start-up expenses. At the time of incorporation, the shareholding was: i) Plaintiff : 30%; ii) 1st Defendant : 50%; and iii) Chau : 20%.

Sang subsequently left the 2nd Defendant following the discovery that he had misappropriated company funds. The parties are in dispute as to the timing of his departure: the Plaintiff states that Sang exited “in late 2021”, whereas the 1st Defendant states that Sang left “in August 2022”, and that the misappropriated sum amounted to approximately

Following Sang’s departure, Chau also exited the 2nd Defendant and transferred her shares to the 1st Defendant. The Plaintiff states that she executed the requisite documentation for this transfer but was not privy to its terms. It is undisputed that following Chau’s exit, the 2nd Defendant’s shareholding stood at: Page 4 of 20 i) 1st Defendant : 70%; and ii) Plaintiff : 30%.

The parties are in dispute as to the precise division of responsibilities between them following Chau’s departure.

The Plaintiff's position is that both she and the 1st Defendant shared customer management responsibilities, with the Plaintiff additionally handling supplier payments, administration, procurement, employee-related matters, and acting as bank payment maker, whilst the 1st Defendant oversaw pricing, production, raw material procurement, and acted as bank payment authoriser.

The 1st Defendant's position is that he remained responsible for production whilst the Plaintiff was responsible for administrative matters, with both parties jointly handling raw material procurement and bank payment approvals.

What is common ground is that both parties continued to be involved in the day-to-day operations of the 2nd Defendant following Chau’s departure.

In April 2025, the 1st Defendant made an offer to purchase the Plaintiff's 30% shares, which the Plaintiff did not accept.

On 21.4.2025, the 1st Defendant proposed a resolution to appoint one Pun Siew Lian as an additional director of the 2nd Defendant, to which the Plaintiff promptly objected.

The 1st Defendant thereafter proposed the appointment of one Nick ("Nick") as an additional director. Despite the Plaintiff's objection, the 1st Defendant passed a resolution on 20.5.2025 effecting Nick’s appointment by virtue of his majority shareholding of 70% in the 2nd Defendant.

The Plaintiff's position is that this created a 2:1 voting imbalance on the Board against her, whereas the 1st Defendant's position is that the resolution was a lawful and proper exercise of his rights as majority shareholder.

The Plaintiff subsequently filed this Originating Summons on 26.8.2025. B]

The Plaintiff's case is that the 1st Defendant conducted the affairs of the 2nd Defendant in a manner oppressive to her interests as a minority shareholder. The following acts of oppression are alleged: i) In April 2025, the 1st Defendant made a unilateral offer to purchase the Plaintiff's 30% shares at RM180,000.00 - which the Plaintiff contended was grossly undervalued Page 6 of 20 - and threatened to terminate the employment of the Plaintiff’s sister if the offer was not accepted. The Plaintiff's valuer valued her 30% shares at RM563,000.00; ii) The 1st Defendant systematically excluded the Plaintiff from the management and decision-making of the 2nd Defendant; iii) In May 2025, the 1st Defendant unilaterally appointed one Nick as an additional director without the Plaintiff’s consent, having earlier attempted to appoint one Pun Siew Lian, to which the Plaintiff had also objected; iv) The 1st Defendant increased printing prices and refused to give priority to jobs introduced by the Plaintiff’s customers, thereby prejudicing the Plaintiff; v) The 1st Defendant diverted customers and business of the 2nd Defendant to his personal company, MyPress Concept (M) Sdn Bhd, including customers Five Star EcoPrint Sdn Bhd and Printgard Trading; and vi) The 1st Defendant refused to execute a shareholder agreement prepared by the Plaintiff’s solicitors.

The Plaintiff further contends that the 2nd Defendant was established and operated as a quasi-partnership, relying on Ebrahimi v. Westbourne Galleries Ltd [1972] 2 All ER 492, Page 7 of 20 and submits that the 1st Defendant’s conduct breached her legitimate expectations as a co-founder. The Plaintiff submits that there exists an irreparable breakdown of trust and confidence between the parties. C]

The Defendants deny all allegations of oppression. Their position is summarised as follows: i) The buy-out offer was made in good faith after the Plaintiff expressed difficulty in continuing following the 1st Defendant's refusal to allow her to take over production operations - an area outside her expertise. The 1st Defendant’s communications made clear that he was willing to continue the venture even if the Plaintiff declined the offer; ii) The Plaintiff was never excluded from management. She continued to perform her usual functions including approving payments, ordering raw materials, and attending to administrative responsibilities, as evidenced by WhatsApp communications in September 2025. The Plaintiff failed to particularise any specific act of exclusion; iii) The appointment of Nick as director was a legitimate management decision falling within the 1st Defendant’s Page 8 of 20 rights as majority shareholder holding 70% of the shares. Nick’s operational duties did not impinge upon the Plaintiff's responsibilities, and his appointment involved no salary increase; iv) The proposed price adjustment was limited to jobs requiring special Xtella paper due to extended processing requirements. It was never implemented, and accordingly no loss was suffered by the Plaintiff or the 2nd Defendant; v) The customers alleged to have been diverted - Five Star EcoPrint Sdn Bhd and Printgard Trading - were originally the 1st Defendant’s own clients through MyPress prior to the 2nd Defendant's incorporation. Conversely, it was the Plaintiff who diverted a company customer, PPM Printing, to her own company, Pyramids Design Studio; and vi) The 1st Defendant declined to execute the proposed shareholder agreement as it was drafted in the Plaintiff’s favour and did not reflect the parties’ prior arrangements.

The Defendants further deny that the 2nd Defendant was ever a quasi-partnership. The Plaintiff and the 1st Defendant were mere acquaintances introduced by Sang for a purely commercial purpose and had no pre-existing personal relationship capable of giving rise to legitimate expectations. Reliance on Ebrahimi (supra) is said to be misconceived. Page 9 of 20 D]

Having considered the totality of the submissions and the material placed before this Court, I am of the view that this case turns on one principal issue, namely: i) whether the acts complained of by the Plaintiff constitute oppression of her interests in her capacity as a member/shareholder within the meaning of Section 346 of the Companies Act 2016, or ii) Whether they amount, in substance, to no more than a breakdown in the management relationship between two co-directors who have fallen out. E] PRINCIPLES APPLICABLE TO OPPRESSION ACTIONS

Section 346(1) of the Companies Act 2016 provides that any member may apply to the Court for relief on the ground that the affairs of the company are being conducted in a manner oppressive to, or in disregard of, the interests of one or more of the members, or that some act of the company has been done or threatened which unfairly discriminates against or is otherwise prejudicial to one or more members.

The legal test for determining whether a complaint is actionable under Section 346 was authoritatively laid down by the Federal Court in Low Cheng Teik & Ors v. Low Ean Nee [2024] 9 CLJ 171. The Court formulated the following criteria: i) identify the act or omission complained of; ii) determine whether the act is oppressive, in disregard of interests, unfairly discriminatory, or otherwise prejudicial; iii) determine who is the proper plaintiff (i.e. whether cause of action vest in the shareholder or company); iv) identify who suffered the loss; and v) determine whether the loss suffered by the shareholder is separate and distinct from any loss suffered by the company.

It is well-established that oppression under Section 346 must affect the petitioner qua member - that is, in the complainant/plaintiff’ capacity as a shareholder - and not merely in their capacity as a director or employee. In Khor Lye Hock & Anor v. Makassar Engineering & Construction Sdn Bhd & Ors [2010] MLJU 18; [2011] 8 CLJ 476, it was held that mismanagement or disputes relating to management or policy are not, in themselves, actionable under the oppression remedy. Relief is only available where the alleged Page 11 of 20 conduct affects the complainant in their capacity as a member (qua shareholder), rather than in their capacity as director or in relation to managerial rights.

It is equally settled that a mere breakdown in trust and confidence between shareholders, without more, is insufficient to constitute oppression. In Pan-Pacific Construction Holdings Sdn Bhd v. Ngiu-Kee Corporation (M) Bhd & Anor [2010] 6 CLJ 721, the Federal Court emphasised that the concept of unfairness under the oppression remedy must be applied on rational judicial principles in a commercial context, and that liability must be grounded in objectively unfair or oppressive conduct, not merely in a breakdown in the parties’ relationship. F] WHETHER THE 2ND DEFENDANT IS A

I deal first with the Plaintiff’s contention that the 2nd Defendant was a quasi-partnership giving rise to legitimate expectations beyond the strict legal rights of shareholders, relying on Ebrahimi (supra).

In Ebrahimi (supra), the House of Lords recognised a quasi-partnership on the basis of clear and exceptional features: the shareholders were long-standing business partners prior to incorporation, the company was formed to give effect to a pre- Page 12 of 20 existing agreement, and there existed mutual trust, confidence, and personal relationships between the parties before the company came into existence.

None of those features are present in this case. On the evidence: i) The Plaintiff and the 1st Defendant were mere acquaintances introduced to each other by Sang solely for the purpose of pursuing a commercial venture. ii) They had no pre-existing personal relationship founded on mutual trust or confidence. iii) The formation of the 2nd Defendant also involved two other parties - Sang and Chau — both of whom have since departed, further undermining any suggestion of a bilateral quasi-partnership.

I am satisfied that the 2nd Defendant was incorporated and operated as a purely commercial joint venture. No legitimate expectations beyond the parties' strict legal rights arise.

Therefore, the Plaintiff's reliance on the Ebrahimi principle is misconceived. Page 13 of 20 G] THE ACTS COMPLAINED OF - MANAGEMENT DISPUTES,

I turn now to the substance of the Plaintiff's complaints. Having examined each complaint individually and collectively, I am satisfied that none of them constitute oppression of the Plaintiff in her capacity as a shareholder. What the complaints disclose, taken as a whole, is a progressive breakdown in the management relationship between the Plaintiff and the 1st Defendant as co-directors of the 2nd Defendant.

The buy-out offer is the clearest example. The evidence shows that the offer arose in the context of the Plaintiff expressing a desire to be involved in the production side of the business - an area within the 1st Defendant’s responsibility - and the 1st Defendant declining. It was in that context that the offer was made. Critically, the 1st Defendant’s own communications make clear that he was willing to continue the venture even if the Plaintiff declined the offer. That is not the conduct of a party seeking to coerce another. The subsequent negotiation, including the counter-offer at the average of both parties’ valuations, constitutes ordinary commercial negotiation and falls well short of oppressive conduct.

The complaint of exclusion from management is equally unsubstantiated. The Plaintiff continued throughout to perform her established functions - approving payments, ordering raw Page 14 of 20 materials, issuing invoices, and acting as online bank approver - as evidenced by the WhatsApp communications in September 2025. Crucially, the Plaintiff has failed to particularise with any specificity the role allegedly stripped from her or any concrete act of exclusion.

In respect of Nick’s appointment as an additional director on 20.5.2025, this falls squarely within the 1st Defendant's lawful rights as majority shareholder holding 70% of the shares in the 2nd Defendant (see Re Khong Thai Sawmill (Miri) Sdn Bhd & Ors v. Ling Beng Sung [1978] CLJU 170; [1978] 1 LNS 170; [1978] 2 MLJ 227). It is pertinent to note that prior to his appointment as director, Nick was already an employee of the 2nd Defendant, having joined the company in May 2023 in an operational capacity - supervising on-site activities, coordinating night shifts, managing labourers, and overseeing the delivery of finished products. His elevation to the Board therefore did not introduce a stranger to the operations of the 2nd Defendant. Critically, Nick’s appointment as director did not come with any increase to his existing salary of RM5,000.00 - the 1st Defendant had proposed an increment from RM5,000.00 to RM6,000.00 but this was not implemented due to the Plaintiff’s objection, and Nick’s salary slips from May 2023 and September 2025 confirm that no increment was given. Accordingly, there was no financial detriment to the 2nd Defendant or to the Plaintiff as a shareholder arising from Nick’s appointment. In Chan Tai Ping v. Ning Yang Properties Sdn Bhd & Ors [2022] 11 MLJ 394, Page 15 of 20 it was held that the appointment and removal of directors belong to the internal management or affairs of the company, and that the court will not interfere with such decisions. Nick’s operational duties did not diminish or impinge upon the Plaintiff’s responsibilities in any manner.

The complaint regarding the pricing adjustment is without merit. The proposed adjustment was limited to jobs requiring Xtella paper, which involved extended processing requirements that rendered the original pricing financially unviable. Importantly, the price increase was never implemented due to the Plaintiff’s objection. No loss was therefore suffered by the Plaintiff, her customers, or the 2nd Defendant. As observed in Pan-Pacific Construction (supra), where no loss has been suffered, the conduct complained of cannot be described as oppressive or unfairly prejudicial.

As regards the alleged diversion of business, the evidence suggests otherwise. The customers identified by the Plaintiff - Five Star EcoPrint Sdn Bhd and Printgard Trading - were the 1st Defendant’s own clients through MyPress prior to the incorporation of the 2nd Defendant, and cannot be said to have been diverted from the 2nd Defendant. On the other hand, I note that the evidence shows that PPM Printing, a walk-in customer of the 2nd Defendant since April 2024, was subsequently engaged by the Plaintiff’s own company, Pyramids Design Studio, in or around September 2024. This materially undermines the Plaintiff’s complaint on this issue.

The 1st Defendant’s refusal to execute the proposed shareholder agreement does not constitute oppression. His position - which I accept - is that the draft was prepared in the Plaintiff’s favour and did not reflect the parties’ prior arrangements. A party who declines to sign an unfavourable agreement in protection of his own legal rights cannot be said to be oppressing the other party. I find that this was, in substance, an arm’s-length commercial negotiation, with each party free to accept or reject the proposed terms; there is nothing untoward in such conduct. H] CENTRAL FINDING - MANAGEMENT DISPUTE AND

Stepping back and viewing the totality of the complaints, it is clear to me that what is disclosed is not oppression of a minority shareholder in her capacity as a member. What is disclosed is a management dispute between two co-directors who have fallen out. The disagreements over the buy-out price, the appointment of Nick, the pricing adjustment, and the shareholder agreement all relate, at their core, to how the 2nd Defendant ought to be managed. They concern the Plaintiff's expectations and preferences as a co-director and co-manager, and not her rights and interests as a shareholder.

This distinction is critical to the outcome of this case. As held in Khor Lye Hock & Anor v. Makassar Engineering & Page 17 of 20 Construction Sdn Bhd & Ors [2010] MLJU 18; [2011] 8 CLJ 476, oppression under Section 346 must affect the complainant in their capacity as a member. Disputes over management decisions, in themselves, are insufficient to found relief under that section unless they also amount to unfairly prejudicial or oppressive conduct affecting the complainant in that capacity (as member). In the present case, I note that throughout all of this: i) the Plaintiff retains her 30% shareholding; ii) she remains a director of the 2nd Defendant; iii) she has not been deprived of any of her rights as a member (shareholder) of the 2nd Defendant; and iv) her access to company information has not been curtailed.

What she has lost, if anything, is a degree of influence over management decisions - and that, without more, does not amount to oppression.

A breakdown in the working relationship between co-directors, however regrettable, does not satisfy the statutory threshold under Section 346 of the Companies Act 2016. I apply the principle in Pan-Pacific Construction (supra) that the mere Page 18 of 20 breakdown of trust and confidence is not in itself sufficient to justify the grant of relief. I]

The Plaintiff has failed to establish that the acts complained of constitute oppression of her interests in her capacity as a member of the 2nd Defendant within the meaning of Section 346 of the Companies Act 2016. The complaints, taken individually and collectively, amount to no more than a management dispute and a breakdown in the working relationship between the Plaintiff and the 1st Defendant as co-directors of the 2nd Defendant.

For all the reasons set out above, the Plaintiff's application in Enclosure 1 is hereby dismissed with costs. Dated this 29th day of April, 2026 -SGD- (WAN MUHAMMAD AMIN BIN WAN YAHYA) JUDGE HIGH COURT OF MALAYA, (COMMERCIAL DIVISION) HIGH COURT OF KUALA LUMPUR IN THE FEDERAL TERRITORY, MALAYSIA Page 19 of 20 COUNSEL FOR THE PLAINTIFF : Danielle Devinna Dickman Messrs Dickman Chambers VO-661, Common Ground Mont Kiara, Level 13, Wisma Mont Kiara, 1 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur Tel: 012-511 1894 Email: danielle@dickmanchambers.com COUNSEL FOR THE DEFENDANTS : Carole Ngu Kek Hiong Messrs Ander Ang, Atikah & Associates C2-5-3A, Solaris Dutamas, Jalan Dutamas 1, 50480 Kuala Lumpur Tel: 03-6413 2530 Email: legal.kl@ander.com.my LEGISLATION CITED Companies Act 2016 ▪ Section 346

Chan Tai Ping v. Ning Yang Properties Sdn Bhd & Ors [2022] 11

Ebrahimi v. Westbourne Galleries Ltd [1972] 2 All ER 492

Khor Lye Hock & Anor v. Makassar Engineering & Construction

Low Cheng Teik & Ors v. Low Ean Nee [2024] 9 CLJ 171

Pan-Pacific Construction Holdings Sdn Bhd v. Ngiu-Kee

Re Khong Thai Sawmill (Miri) Sdn Bhd & Ors v. Ling Beng Sung [1978] CLJU 170; [1978] 1 LNS 170; [1978] 2 MLJ 227