1. ) DATO DR. LI WEI 2. ) ZHANG, DANDAN 1. ) DFCITY GROUP BERHAD 2. ) LOW KIM KIAT

1. ) DATO DR. LI WEI 2. ) ZHANG, DANDAN 1. ) DFCITY GROUP BERHAD 2. ) LOW KIM KIAT

The impugned directors' written resolutions were valid exercises of board power because the Company's constitution and the Companies Act do not mandate a seven‑day notice for directors' written resolutions nor extend Section 203 to such director‑level written resolutions; the Plaintiffs failed to prove bad faith or improper purpose and there was prior practice supporting short notice for written resolutions, therefore judicial intervention was not warranted and the challenges to the DRWs failed.

Citation
WA-24NCC-458-08/2025 (Mahkamah Tinggi)
Parties
Plaintiff: DATO DR. LI WEI; Plaintiff: ZHANG, DANDAN; 1st Defendant: DFCITY GROUP BERHAD; 2nd Defendant: LOW KIM KIAT
Court
High Court
Jurisdiction
Malaysia
Judgment Date
4 November 2025
Case Number
WA-24NCC-458-08/2025 (Mahkamah Tinggi)
Procedural Posture
Originating Summons (commercial Division) / Final Judgment/determination
Outcome
Enclosure 1 dismissed with costs; Defendants' application in Enclosure 14 allowed; interim and interlocutory injunctions set aside
Legal Topics
Directors' Written Resolutions, Notice Requirements Under Constitution, Corporate Representation of Subsidiaries, Exercise of Directors' Powers Bona Fide, Judicial Intervention in Internal Management, Section 203 Companies Act 2016
Source Language
Malay/English
Company Law Corporate Governance Commercial Litigation Injunctions Directors' Written Resolutions Notice Requirements Under Constitution Corporate Representation of Subsidiaries Exercise of Directors' Powers Bona Fide +2 more

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Parties

DATO DR. LI WEI

Plaintiff

ZHANG, DANDAN

Plaintiff

DFCITY GROUP BERHAD

1st Defendant

LOW KIM KIAT

2nd Defendant

Procedural Posture

Originating Summons (commercial Division) / Final Judgment/determination

Legal Issues

  1. 1 Whether the directors' resolutions in writing (DRW 1, DRW 2, DRW 3) were valid and within board powers
  2. 2 Whether the Company's constitution required a seven‑day notice period for directors' written resolutions
  3. 3 Whether Section 203 Companies Act 2016 and Article 122 applied to directors' written resolutions

Ratio Decidendi

The impugned directors' written resolutions were valid exercises of board power because the Company's constitution and the Companies Act do not mandate a seven‑day notice for directors' written resolutions nor extend Section 203 to such director‑level written resolutions; the Plaintiffs failed to prove bad faith or improper purpose and there was prior practice supporting short notice for written resolutions, therefore judicial intervention was not warranted and the challenges to the DRWs failed.

Court Disposition

Enclosure 1 dismissed with costs; Defendants' application in Enclosure 14 allowed; interim and interlocutory injunctions set aside

Orders

  • Enclosure 1 dismissed with costs
  • Defendants' application in Enclosure 14 to set aside the interim and interlocutory injunctions allowed