KUALA LUMPUR (Nov 4): Caely Holdings Bhd has rejected a requisition claim from five shareholders to convene an extraordinary general meeting (EGM) on the grounds that they do not hold in aggregate at least 10% of the company's issued share capital.

"The notice is invalid as the purported requisitionists collectively are not members representing at least 10% of the issued share capital of the company," said the troubled lingerie and apparel manufacturer in a Bursa Malaysia filing.

The shareholders — former executive chairman Datin Seri Jessie Wong Siaw Puie, Zhang Jia, Leow Boon Kin, Datuk JP Low Kok Chuan and Cheng Kwee — had in their requisition notice dated Oct 21 requested for the EGM to table 14 resolutions.

Among others, the resolutions pertained to the disqualification of 12 shareholders' rights, the reinstatement of the company's previous lawyers Messrs Bachan & Kartar, and the barring of the company from withdrawing certain lawsuits.

They were seeking to disqualify Caely's founder and former executive director Datin Fong Nyok Yoon and her husband Datuk Chuah Chin Lai and 10 other shareholders 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 five shareholders said the 12 were named as defendants in a suit filed by Caely at the Ipoh High Court involving the misappropriation of RM30.55 million belonging to a unit of the company.

The 10 other shareholders were 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.

The 12 shareholders owned an aggregate 50.01% stake in Caely as at May 25, according to court documents of the suit sighted by The Edge.

Meanwhile, the notice also sought to appoint three new directors to the company's board pending the conclusion of the Ipoh suit, namely Datuk Lim Siang Chai, who is a former deputy finance minister, as well as Low Kok Chuan and Tony @ Hoo Swee Seong Mun.

Additionally, the requisitionists requested the cessation of the company's new lawyers for the Ipoh suit, Messrs Wilson Lim, and the reinstatement of Messrs Bachan & Kartar for the case.

Besides this, Wong and the four shareholders were also seeking to bar Caely from withdrawing or instructing its lawyers to handle the Ipoh suit "to the detriment of the company".

Similar proposals were listed for Caely's suit in the Kuala Lumpur High Court, and the appeal for that case.

The filing of the Ipoh suit and appointment of Messrs Bachan & Kartar were done under the purview of Caely's former board members prior to the involuntary exit of a majority of them due to a Kuala Lumpur High Court decision on Aug 29. Caely is now led by a new board, helmed by executive chairman Ng Keok Chai.

The directors booted from Caely's board on Aug 29 were Wong, Datuk Loh Ming Choon, Mohamad Hanafiah Zakaria, Sin Hock Min, Ng Mei Choo, Koo Chen Yeng and Datuk Koh Mui Tee.

The court-induced ousting stemmed from the actions of three of Caely's shareholders — Leong, Kok and Valhalla Capital — who sought to remove the seven board members but failed after the meeting was adjourned. The trio then brought the matter before the court, which ruled in their favour.

However, the case is pending appeal after Messrs Bachan & Kartar filed a notice of appeal allegedly on behalf of the company, according to a filing on Sept 21. In contrast, Caely said it did not instruct the law firm to do so.

The filing also said that the law firm claimed to act for five of the directors who were removed — Wong, Loh, Mohamad Hanafiah, Sin and Koo.

Caely's share price finished unchanged at 28.5 sen on Friday (Nov 4), giving the company a market capitalisation of RM73.6 million.