KUALA LUMPUR (Oct 27): Five shareholders of Caely Holdings Bhd, who collectively hold at least 10% equity interest in the company, have called for an extraordinary general meeting (EGM) be held to discuss several issues, including the exclusion of certain shareholders from participating in meetings as well as the appointment of new directors.
The five shareholders are former executive chairman Datin Seri Jessie Wong Siaw Puie, Zhang Jia, Leow Boon Kin, Datuk JP Low Kok Chuan and Cheng Kwee.
This comes after the troubled lingerie manufacturer announced two days earlier, that it has been issued with another requisition notice to convene an EGM, without disclosing the details as Caely said it wanted to verify the shareholdings of these five people.
“The company is seeking legal advice and will announce any material development accordingly in due course,” said Caely in a bourse filing on Thursday (Oct 27).
The notice, which lists 14 proposed resolutions, seeks, amongst others, the disqualification of 12 shareholders’ rights, the reinstatement of the company’s previous lawyers Messrs Bachan & Kartar, and barring the company from withdrawing certain lawsuits.
According to the notice, the five requisitionists are seeking to disqualify 12 shareholders including founder and former executive director Fong Nyok Yoon and her husband Chuah Chin Lai from exercising their rights as directors or shareholders of the company, as well as voting on any resolutions of the EGM or any other meetings.
The 10 other shareholders are Goh Choon Kim, Chin Boon Long, Chong Loong Men, Francis Leong Seng Wui, Kok Kwang Lim, Valhalla Capital Sdn Bhd, Hong Seng Capital Sdn Bhd, Goh Choon Heng, Luhur Sejahtera Sdn Bhd and Zaidi Zainudin.
To recap, Caely filed a civil lawsuit against these 12 shareholders, who collectively own 50.01% of Caely shares, in the Ipoh High Court in August this year. The suit alleges that they conspired to cover up the misappropriations of funds amounting to RM30.55 million involving Caely’s wholly-owned subsidiary Caely (M) Sdn Bhd.
The notice is also seeking the appointment of new directors namely Datuk Ir Lim Siang Chai, who is the former deputy finance minister, as well as Datuk JP Low Kok Chuan and Tony @ Hoo Swee Seong Mun until the Ipoh High Court suit concludes.
Additionally, the requisitionists are requesting the cessation of the company’s new lawyers for the Ipoh High Court suit, Messrs Wilson Lim, and the reinstatement of their old lawyers for the case, Messrs Bachan.
Besides this, Wong and the four shareholders are also seeking to refrain Caely from withdrawing or instructing its lawyers to handle the Ipoh High suit “to the detriment of the company”.
Similar proposals are listed for Caely’s suit in the Kuala Lumpur High Court, and the appeal for that case.
Caely was previously been embroiled in a suit at the Kuala Lumpur High Court which resulted in Wong, and six other directors — Datuk Loh Ming Choon, Mohamad Hanafiah Zakaria, Sin Hock Min, Ng Mei Choo, Koo Chen Yeng and Datuk Koh Mui Tee — being ousted from its board.
This stemmed from three of Caely’s shareholders — Leong, Kok and Valhalla Capital — having sought to remove the seven board members but failed after the meeting was adjourned.
The matter was later taken to Kuala Lumpur High Court, with the court ruling that the EGM’s adjournment was invalid, after which the court approved the resolutions to remove the directors. Leong currently leads the company’s board as executive director.
However, the case is pending appeal after Messrs Bachan filed a notice of appeal allegedly on behalf of the company, according to a filing on Sept 21. The filing said the law firm claims to act for five of the directors who were removed — Wong, Loh, Mohamad Hanafiah, Sin and Koo.
Caely shares were last traded at 30 sen, with a market capitalisation of RM77.47 million.