1. ) ELAINE GAY CHOW SONG 2. ) KWAN HUNG CHEONG v 1. ) ZUNG ZANG HOLDINGS SDN BHD 2. ) WONG NYUK CHING 3. ) KWAN PHUI HA 4. ) SEBASTIAN KWAN KUAY TAT 5. ) ZUNG ZANG TRADING SDN. BHD. BUKAN PIHAK-PIHAK Suruhanjaya Syarikat Malaysia (SSM)

wa-24ncc-237-05-2025 High Court (Mahkamah Tinggi) 2 February 2026 • WA-24NCC-237-05/2025 • 29 min read
10 cases cited (0 SG, 10 foreign)

Catchwords

COMPANY LAW: Minority shareholder oppression – section 346 of the Companies Act 2016 – Locus standi – Whether plaintiffs had locus standi – Whether plaintiffs were members of company – Prior Federal Court order determining shareholding – Fraudulent transfer of shares – Restoration of original shareholding structure – No locus standi established CIVIL PROCEDURE: Sealed court orders – Construction of ambiguous court orders – Inconsistency between terms of order and findings – Whether sealed order prevails over grounds of judgment – Order to be construed holistically with grounds, pleadings and litigation history – Purposive interpretation to give effect to judicial intent INSOLVENCY LAW: Undischarged bankrupt – Shares and associated rights as choses in action – sections 8(1)(b) and 38(1)(a) Insolvency Act 1967 – Whether bankrupt may commence proceedings without prior sanction of Director General of Insolvency – Prior sanction mandatory – Subsequent sanction insufficient – Proceedings instituted without sanction void

Practice Areas

COMPANY LAW: Minority shareholder oppression CIVIL PROCEDURE: Sealed court orders INSOLVENCY LAW: Undischarged bankrupt

Judges (1)

Elaine Yap Chin Gaik Delivered

Counsel (11)

A.J. Chowdhury Firm Celine & Oommen Firm Fahri, Azzat & Co. Firm Aneera Joshini Chowdhury Counsel Plaintiff Annette Ashwini Magimay Counsel Defendant Celine Jeevamalar a/p Chelladurai Counsel Defendant Cheryl Kwan Chui Yi Counsel Plaintiff Lu Yiing Suey Counsel Plaintiff Manmohan Singh Kang a/l Sukhbir Singh Counsel Plaintiff Muhammad Firdaus bin Danial Tan Counsel Defendant Renu Sudarshini Zechariah Counsel Plaintiff

Parties (8)

Suruhanjaya Syarikat Malaysia Non Party ZUNG ZANG HOLDINGS Sdn Bhd Respondent Zung Zang Trading Sdn Bhd Respondent Elaine Gay Chow Song Applicant Kwan Hung Cheong Applicant Kwan Phui Ha Respondent Sebastian Kwan Kuay Tat Respondent Wong Nyuk Ching Respondent

Case Significance

1. ) ELAINE GAY CHOW SONG 2. ) KWAN HUNG CHEONG v 1. ) ZUNG ZANG HOLDINGS SDN... is a High Court (Mahkamah Tinggi) decision dated February 2, 2026 (citation: wa-24ncc-237-05-2025). <p>This Sandakan family dispute involved minority oppression claims under section 346 of the Companies Act 2016 concerning Zung Zang Holdings Sdn Bhd, where the plaintiffs (wife and son of a family member) sought remedies including invalidation of board appointments, allotment of shares, and winding up. The court found that the 2nd plaintiff, an undischarged bankrupt, lacked standing to commence proceedings without prior sanction of the Director General of Insolvency, and the 1st plaintiff faile The case was decided by Elaine Yap Chin Gaik.

Summary

This Sandakan family dispute involved minority oppression claims under section 346 of the Companies Act 2016 concerning Zung Zang Holdings Sdn Bhd, where the plaintiffs (wife and son of a family member) sought remedies including invalidation of board appointments, allotment of shares, and winding up. The court found that the 2nd plaintiff, an undischarged bankrupt, lacked standing to commence proceedings without prior sanction of the Director General of Insolvency, and the 1st plaintiff failed to establish locus standi based on a prior Federal Court order. The oppression action was dismissed with global costs of RM150,000 to the defendants.

What was the outcome of 1. ) ELAINE GAY CHOW SONG 2. ) KWAN HUNG CHEONG v 1. ) ZUNG ZANG HOLDINGS SDN...?

<p>This Sandakan family dispute involved minority oppression claims under section 346 of the Companies Act 2016 concerning Zung Zang Holdings Sdn Bhd,...

Statutes Cited

Companies Act 2016 (Cap 777)
Insolvency Act 1967
s 38(1)(a)
Insolvency Act 1967 (Cap 360)
s 38(1)(a) s 8(1)(b)
Rules of Court 2012

Cases Cited (10)

UK (2)
[1903] 1 KB 137 [1910] 2 KB 229
MY (8)
[1996] 4 CLJ 155 [2000] 2 CLJ 833 [2012] 2 MLJ 314 [2013] 2 MLJ 335 [2014] 2 MLJ 799 [2017] MLJU 1078 [2018] 2 CLJ 513 [2021] 4 MLJ 86