MATERIAL LITIGATION

Company Name CAELY HOLDINGS BHD
Stock Name CAELY
Date Announced 22 Jun 2022
Category General Announcement for PLC
Reference Number GA1-22062022-00036

Type Announcement
Subject MATERIAL LITIGATION
Description
CAELY HOLDINGS BHD ("CAELY" OR "THE COMPANY")
ORIGINATING SUMMONS NO. WA-24NCC-732-06/2022

The Board of Directors of Caely wishes to inform that the Company had on 20 June 2022 received an Originating Summons no. WA-24NCC-732-06/2022 filed in the Kuala Lumpur High Court from the following Plaintiffs :-

  1. Leong Seng Wui
  2. Kok Kwang Lim
  3. Valhalla Capital Sdn. Bhd.

 and naming the Company as Defendant.

 

 DETAILS OR CIRCUMSTANCES LEADING TO THE ORIGINATING SUMMONS (“OS 732”)

The Plaintiffs requisitioned an EGM which was purportedly held on 15 June 2022. The Company had on the same day made an announcement stating that the said EGM was adjourned on the various grounds stipulated therein.

The Plaintiff applied for the following order in the OS 732:-

  1. A declaration that the adjournment of the EGM is invalid;
  2. That any minutes of any records filed with any authorities based on the invalid adjournment be struck out under Section 602 of the Companies Act, 2016;
  3. A declaration that the EGM had continued (after the invalid adjournment) with all the Resolutions approved at the continued EGM on 15 June 2022 are valid save and except for Resolution No.1 (withdrawn) and Resolution No.2 (not carried out);
  4. A declaration that the Resolutions approved at the continued EGM on 15 June 2022 as per prayer 3 shall take effect on 15 June 2022;
  5. An order to compel the Company and/or its agents and/or employees, including but not limited to the Company Secretary of the Company to do all necessary to give effect to the Resolutions approved at the continued EGM on 15 June 2022, including but not limited to lodging all the necessary forms and documents with the Companies Commission of Malaysia and making all necessary announcements as mandated by Bursa Malaysia Securities Berhad with immediate effect;
  6. An injunction restraining the Company and/or its agents (including but not limited to its Company Secretary) and/or employees and/or its Board of Directors, namely person who have been removed as director as per Resolutions Nos.3 to 12 of the Notice, from acting and/or holding themselves as directors of the Company, including but not limited to appointing any additional directors to fill any casual vacancies, approving and/or executing any private sales, private placements or any other methods and means to dispose of the shares of the Company aside from the open market pending disposal of this Originating Summons;
  7. Any omission, defect, error, irregularity and/or deficiency of notice or time in connection with the EGM, including but not limited to the Notice and the Special Notice, if any shall be validated and cured;
  8. Costs; and
  9. Any order and/or other reliefs deemed fit and just by this Honourable Court.

The Plaintiffs had further by way of Enclosure 3 under OS 732 applied for an injunction restraining the Company and/or its agents (including but not limited to its Company Secretary) and/or employees and/or its Board of Directors, namely persons who have been removed as director as per Resolutions No. 3 to 12 of the Notice of the Extraordinary General Meeting dated 27.05.2022, from acting and/or holding themselves as directors of the Company, including but not limited to approving and making payments whatsoever unless such payments are for made for purposes of the Company’s ordinary course of business and day to day operations, appointing any additional directors to fill any casual vacancies, approving and/or executing any private sales, private placements or any other methods and means to dispose of the shares of the Company aside from the open market pending disposal of this Originating Summons.

 

STEPS TO BE TAKEN

 

The Company is seeking legal advice and will make further announcement on any material development on this matter.

 

Both the OS 732 was fixed for case management and Enclosure 3 was fixed for Hearing on 21 June 2022.

 

This announcement is dated 22 June 2022.






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