1 The defendant, Senfu Realty (Private) Limited, was incorporated in 1971 by the late Mr Chuang Uming (the “Founder”) as a vehicle for holding real estate that would generate wealth for the Chuang family. ¹ The defendant still holds the family’s wealth in investment properties, directly and through its subsidiary, Bukit Timah View Property Pte Ltd (“BTVP”). ² The defendant’s members are five of the Founder’s children and his widow’s estate. In addition, the defendant itself is the registered holder of 275 of its own shares, as treasury shares within the meaning of s 4(1) of the Companies Act 1967 (2020 Rev Ed) (the “Companies Act”). ³ Since 2015 the defendant’s only directors have been three of his sons, Mr Chuang Shaw Peng (“CSP”), Mr Chuang Shaw Boon (“CSB”) and Mr Chuang Shaw Choon (“CSC”) (together, the “Directors”). ⁴ The Directors are not parties to these proceedings.

2 The claimant, Mr Chuang Shaw Cheng, is another of the Founder’s sons. ⁵ He is one of the members of the defendant who are not Directors (the “other members”). He holds just over 19% of the defendant’s shares. ⁶ He left Singapore in 1984 to study in the United Kingdom and has lived in the United States since about 1999. The claimant has never taken part in managing the defendant or any of the other family companies. ⁷

3 Three other companies feature in the parties’ dispute. They are: (a) Tropical Builders (Pte) Limited (“TBPL”); (b) Chuang Uming (Pte) Ltd (“CUPL”); and (c) Chuang Realty (Private) Limited (“CRPL”). ⁸ TBPL, CUPL and CRPL are held, directly or indirectly, by members of the Founder’s family. For reasons that will become apparent (see [9] below), I refer to these three companies collectively as the “Borrowers”. The Directors are the only directors of all three Borrowers. ⁹

4 The claimant applies under s 125(1) of the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (the “Act”) to wind the defendant up on three grounds, each in the words of the Act: ¹⁰

5 In the application as filed, the claimant sought only a winding-up order as a remedy. ¹¹ In May 2026, in the course of the hearing, I gave the claimant permission to amend his application to seek, as alternative relief, an order under s 125(3) of the Act that the defendant purchase his shares in the defendant (a “purchase order”). ¹²

6 I have decided this application in the claimant’s favour. ¹³ But I have declined to make a winding-up order. I have instead made a purchase order. The purchase order requires the defendant to buy the claimant’s shares at a fair value that I will determine. ¹⁴ I have appointed Mr Jason Aleksander Kardachi of Kroll Pte Limited as the single joint expert (“SJE”) to give his opinion on that value. ¹⁵ I had earlier appointed Mr Kardachi as the SJE to give his opinion principally on the insolvency ground. ¹⁶

7 The defendant has appealed against my decision. These are the grounds for my decision.

8 I have found that the claimant has established both the unfairness ground and the equitable ground.

9 The Directors have acted in the affairs of the defendant in their own interests rather than in the interests of the members as a whole (see [18] below). This is the first limb of the unfairness ground (the “first limb”). For two decades the defendant has left more than $10m with the Borrowers (the “Related Party Loans”). The loans are on no terms. The Directors have made no attempt at recovering the loans (see [20], [28] and [35] below). Since 2015 the decision to keep this money with these companies has been the Directors’ alone (see [35] below). The Directors hold a larger stake in two of those companies, TBPL and CUPL, than they hold in the defendant (see [37] below).

10 The Directors have acted in the affairs of the defendant in a manner unfair and unjust to the other members (see [101] below). This is the second limb of the unfairness ground (the “second limb”). Their conduct consists of three matters, each taken together with the Related Party Loans: (a) the Directors have withheld dividends for nearly 20 years while two of them have drawn salaries from the defendant (see [82] below); (b) the defendant’s accounts were qualified for seven years, from 2017 to 2023, and were repeatedly laid before the members late (see [90] below); and (c) the Directors prevented the claimant from attending the 2024 annual general meeting (“AGM”) (see [95] below). The Related Party Loans were also made in apparent breach of s 163 of the Companies Act, and the Directors are in apparent breach of s 157(1) of the same Act (see [110] below).

11 It is just and equitable to wind the defendant up, for two reasons: (a) the conduct that I have found under the unfairness ground discloses a lack of probity that justifies the claimant’s loss of confidence in the management of a family company (see [119] and [134] below); and (b) the claimant has no viable means of withdrawing his capital at fair value (see [141] below).

12 It is not necessary to decide the insolvency ground. A finding of insolvency could have led only to the winding-up order that I have declined to make (see [165] below). Even so, had it been necessary to decide the insolvency ground, I would have found that the claimant had failed to prove that the defendant is unable to pay its debts (see [166] below).

13 A purchase order, not a winding-up order, is the just and equitable remedy, for three reasons: (a) a winding-up order would force sales of the defendant’s properties to the detriment of members who bear no responsibility for the Directors’ conduct; (b) a purchase at fair value meets the whole of the claimant’s grievance without inflicting that detriment; and (c) neither party seeks a winding-up order (see [182]–[186] below). Nothing in the Companies Act or in the defendant’s articles of association precludes an order requiring the defendant to buy its own shares.

14 Section 125(3) of the Act allows me to order the defendant to buy the claimant’s shares. That is because the claimant has established both the unfairness ground and the equitable ground (see [179] below). Section 125(3) allows the court to make a purchase order instead of a winding-up order only if one of those two grounds is established. The purchase order requires the defendant to buy the claimant’s shares and expressly permits any member to elect to buy them in the defendant’s place (see [226] below).

15 I will determine the fair value of the claimant’s shares after receiving the SJE’s valuation report (see [196] below). I have directed the SJE to value the shares without discount and primarily on a net asset basis as at two dates (see [202], [210] and [212] below). I have also directed him to bring the Related Party Loans into account on three alternative bases: (a) at nil; (b) at full book value; and (c) at fair recoverable value (see [214] below). The operative terms of the purchase order are set out in the Annex to these grounds.

16 I now set out my reasons in full.

17 The unfairness ground has two limbs. The first is that the directors have acted in the affairs of the company in their own interests rather than in the interests of the members as a whole. The second is that they have acted in any other manner which appears to be unfair or unjust to other members.

18 The Directors have acted in the affairs of the defendant in their own interests rather than in the interests of the members as a whole in four ways: (a) by advancing and maintaining the Related Party Loans on no terms; (b) by making no attempt to recover them from the Borrowers; (c) by adding to them, partly with money that the defendant borrowed from a bank; and (d) by causing the defendant to take over CRPL’s expenses.

19 The first three of these four ways rest on the history of the Related Party Loans, which I now set out.

20 The defendant’s accounts have carried more than $10m due from the Borrowers on the Related Party Loans every year since at least 2004. During that period, there has been at most one repayment of substance. There is little prospect of recovering these loans in the immediately foreseeable future (see [26] below). The SJE was given no agreement or other document showing when or on what terms any of the loans was made. ¹⁷

21 The Founder set up each of the Borrowers. ¹⁸ None of them is a subsidiary of the defendant. ¹⁹ CUPL is wholly owned by TBPL. ²⁰ TBPL and CRPL are each held directly by members of the Founder’s family in differing proportions. The Directors and the claimant are among the members of those two companies. ²¹

22 CSP’s evidence is that the Related Party Loans began in the Founder’s lifetime, as his way of supporting whichever family company needed money (the “Founder’s practice”). ²² Between 2004 and 2018 the balance due on the loans never fell below $10m. ²³ It was $10.16m at the end of 2008. ²⁴ At the end of 2012 it stood at nearly $14m, at $13.77m. ²⁵ It was $13.31m at the end of 2018. ²⁶

23 In 2019, the balance due on the Related Party Loans fell by $3.14m, net of further advances, to $10.17m. ²⁷ The minutes of the defendant’s AGM of August 2021 record CSP, as the chairman of the meeting, saying that CUPL had paid the defendant $3.21m in 2019. ²⁸ But the SJE was given no document corroborating any repayment. ²⁹ If CUPL made that payment, it is the only repayment of substance in 20 years. The balance then rose to $10.32m by the end of 2021. ³⁰ At the end of 2024 it was $10.19m. That is about what it had been at the end of 2008, 16 years earlier. ³¹ By 2024, CUPL owed the defendant about $6.50m, TBPL owed about $1.74m and CRPL owed about $1.96m, against $6.45m, $1.93m and $1.79m respectively five years earlier. ³²

24 CSP points to CRPL’s repayment of $150,000 in August 2023 as showing that the Related Party Loans are historical and recoverable. ³³ But that repayment does not alter the history. Indeed, the repayment does not even show in the total due from the Borrowers. That total stood at $10,295,744 at the end of 2022 and was $10,196,352 at the end of 2023. That is a fall of only about $99,000. CRPL’s repayment was either offset by further advances or is not properly reflected in the balances. ³⁴

25 The Related Party Loans led the defendant’s auditors (the “Auditors”) to qualify their opinion on the defendant’s accounts for every year from 2017 to 2023. The accounts were qualified because the defendant did not give the Auditors sufficient evidence of the timing and amount of any recovery of the Related Party Loans. ³⁵ In the 2022 accounts, the Auditors noted that most of the balance had been outstanding for more than three years. ³⁶

26 The SJE’s opinion is that the Related Party Loans are unlikely to be realised in the immediately foreseeable future. ³⁷ His terms of reference in this phase of the litigation asked him to report on the insolvency ground as well as on the amount and recoverability of the Related Party Loans. ³⁸ His opinion on the low likelihood of recovery rests on the Borrowers’ constrained capacity to service debt in the near term and their elevated risk of default. ³⁹ As the claimant submits, any recovery will be possible only upon the sale of the Borrowers’ real properties. ⁴⁰ The defendant’s own 2022 accounts had already recorded that repayment of the Related Party Loans is “neither planned nor likely to occur in the foreseeable future”. ⁴¹

27 The Related Party Loans are unsecured and have been extended on no terms. The loans earn the defendant no return. Over 5% of the Related Party Loans is a sum of $550,000 that the defendant itself drew on a money market loan with United Overseas Bank Limited (“UOB”) and then on-lent to CUPL and CRPL. ⁴² The UOB loan is secured by a first legal mortgage over the defendant’s four real properties. ⁴³ That mortgage ties up the defendant’s properties as security for $550,000 that the defendant does not need and cannot use. The defendant’s total borrowing from UOB was $2.65m at the end of 2019 and has stood at $550,000 since the end of 2023. In May 2024, UOB renamed the money market loan as a revolving credit facility with a limit of $6m. ⁴⁴

28 No agreement, written or oral, fixes any term of the Related Party Loans. ⁴⁵ The minutes of the defendant’s AGM of August 2021 record that it “has only accounting records of the loans and there are no loan agreements”. ⁴⁶ The minutes of CRPL’s AGM of May 2024 record that CSP, again as chairman, responded that “they do not sign loan agreements”. ⁴⁷

29 The only interest that the defendant is shown, on the evidence, to have charged the Borrowers on the Related Party Loans is a recharge to CUPL and CRPL of the interest that UOB charges the defendant on the $550,000 it has on-lent. ⁴⁸ But there is no evidence that the Borrowers have ever actually paid the recharge. ⁴⁹

30 It is true that Note 7 to the 2022 accounts records interest at rates between about 1.26% and 4.89% a year. ⁵⁰ But no evidence connects those rates with any charge other than the UOB recharge. When I asked whether there were written loan agreements stipulating the rate of interest, defendant’s counsel answered “No, Your Honour”. ⁵¹ When I asked whether interest was being paid at all, counsel answered “[n]ot for all”. ⁵²

31 CSP points out that the Borrowers “have consistently provided audit confirmations” of the Related Party Loans. ⁵³ He also asserts that “[i]ntercompany loans are structured in accordance with prevailing banking standards”. ⁵⁴ Neither the audit confirmations nor CSP’s bare assertion establishes any term of the Related Party Loans. An audit confirmation of a balance may establish the existence of a loan but in no way establishes its terms. And CSP points to no agreement establishing how the Related Party Loans “are structured in accordance with prevailing banking standards” (see [28] above).

32 I accept the claimant’s submission that, on these terms, the Directors have left the defendant’s money at the Borrowers’ indefinite disposal, with no return to the defendant. ⁵⁵ This is also the SJE’s opinion. He said that the absence of loan agreements and enforceable terms “suggests that these loans may have functioned as capital contributions and lack the characteristics of a bona fide loan”. ⁵⁶ At the same CRPL meeting (see [28] above), CSP explained that the Founder’s practice “was designed to move money around in order to support and grow the group collectively, benefiting shareholders, including his wife and children, instead of focusing on any specific company”. ⁵⁷ Ms Grace Soh, at that time the claimant’s solicitor, attended that meeting. ⁵⁸ Ms Soh sought CSP’s confirmation that the Founder’s practice was to move the funds around between the companies. CSP confirmed it. When she asked whether the practice was still the same, CSP confirmed that it “has remained consistent”. ⁵⁹

33 Each of the Directors’ decisions since 2015 – to keep the Related Party Loans outstanding, to add to them and to bear CRPL’s expenses – is conduct in the affairs of the defendant (see [18] above). Leaving the Related Party Loans outstanding year after year is as much conduct in the affairs of the defendant as advancing those loans in the first place was. The phrase “affairs of the company” is “a wide description encompassing all matters which may come before the Board for consideration” (see Phua Kiah Mai v The Kheng Chiu Tin Hou Kong and Burial Ground [2025] 4 SLR 1580 (“Phua Kiah Mai”) at [51]). ⁶⁰ Whether to call in a loan, to charge interest on it or to document it is just such a matter.

34 Nothing in the evidence shows that the board ever considered calling in, charging interest on or documenting the terms of the Related Party Loans. A settled course of leaving the defendant’s money with the Borrowers, even though an omission rather than an act, is conduct. It amounts to a decision about that money, even though no meeting of the board ever considered or resolved on it. That conduct is conduct in the defendant’s “affairs”, because matters that never come before a board but should have are just as surely within the “affairs” of the defendant as matters that do. Any other reading of “affairs” would let a director take a matter outside the first limb simply by keeping it from the plenary board.

35 The Directors have made no attempt to recover the Related Party Loans. ⁶¹ The defendant does not point to any demand or other step to recover them. ⁶² The Directors alone are responsible for these acts or omissions of the defendant since 2015. That is when they became the whole of its board (see [1] above). The board is under the ultimate control of the members. CSP and CSB between them hold just over 59% of the defendant’s shares. They are therefore also responsible for these omissions as members. ⁶³ Before 2015 CSC, CSP and CSB served on the board with other members of the family, including the Founder until he died in 2007. ⁶⁴ I am prepared to accept, therefore, that the Directors are not solely responsible for the defendant’s omissions before 2015.

36 I find that the Directors have also added to the Related Party Loans since 2015. The total balance rose between 2019 and 2021 (see [23] above). The amounts owed by CUPL and CRPL rose between 2019 and 2024 (see [23] above). Those increases came either from fresh advances or from recharges of interest left unpaid (see [29] above). Either way, the money that the defendant had left with the Borrowers grew over those periods. And the defendant has on-lent to CUPL and CRPL the whole of the $550,000 drawn from UOB (see [27] above).

37 The Related Party Loans owed by the Borrowers serve the Directors’ larger interests while the other members bear the cost without a matching benefit. This is because the Directors together hold 80% of TBPL, and through it of CUPL (see [21] above), against just over 59% of the defendant. CSP holds 40% of TBPL and just over 31.6% of the defendant. CSB holds 30% of TBPL and just over 27.5% of the defendant. CSC holds 10% of TBPL and no shares in the defendant. The claimant holds 10% of TBPL and just over 19% of the defendant. ⁶⁵ I have calculated these percentages using the 21,725 shares of the defendant outside treasury, because no distribution may be made on the 275 treasury shares (see [220] below).

38 Those holdings fix what each Director bears and gains on each dollar that the defendant leaves with TBPL or CUPL. That is because the Related Party Loans earn the defendant nothing and are unlikely to be realised in the immediately foreseeable future. The economic effect of the loans is therefore to pass the use and benefit of each such dollar to the borrower (see [26] and [27] above) while imposing an actual and an opportunity cost on the defendant for that dollar. As a member of the defendant, each Director bears a share of that dollar equal to his holding in the defendant. As a member of TBPL, and through TBPL of CUPL, each Director gains a share equal to his holding in TBPL. CSP bears about 32 cents of each such dollar and gains 40 cents. CSB bears about 28 cents and gains 30 cents. CSC bears nothing and gains 10 cents. Together the Directors bear about 59 cents and gain 80 cents.

39 Here the comparison of their stakes shows that the Directors serve their own interests when they cause the defendant to benefit TBPL and CUPL. Directors may be found to have acted in their own interests if they act in the interests of another company of which they are also directors and members (see Phua Kiah Mai at [76], citing Re Cumberland Holdings Ltd (1976) 1 ACLR 361 at 375). Each Director holds a larger stake in TBPL, and through it in CUPL, than he owns in the defendant (see [37] above).

40 Every dollar that the defendant leaves with TBPL or CUPL on these terms is therefore worth more to each Director as a member of the borrower than it costs him as a member of the defendant (see [38] above).

41 I accept the claimant’s submission that directors may be found within the first limb if they prefer their own interests to those of “one or more or some significant section of the members” (see Phua Kiah Mai at [51], and to the same effect Re HL Sensecurity Pte Ltd [2006] SGHC 135 (“HL Sensecurity”) at [28]). ⁶⁶ The claimant is one such member. He bears just over 19 cents of each dollar left with TBPL or CUPL and receives 10 cents through his holding in TBPL. CSP’s evidence is that, through that holding, the claimant “has benefitted from [TBPL’s] growth”. ⁶⁷ But that holding returns to the claimant only about half of what he bears. The rest of TBPL is held by Mr Chuang Shaw Yee, who holds no shares in the defendant. No other member of the defendant holds shares in TBPL. ⁶⁸ The members who are neither Directors nor the claimant bear their share of each such dollar with no benefit at all.

42 I do not accept the defendant’s submission that CSP’s and CSB’s combined TBPL holdings “are proportionate to their shareholding in the Defendant”, so that “they do not stand to derive any personal benefit”. ⁶⁹ CSP and CSB hold 70% of TBPL against just over 59% of the defendant (see [37] above). And CSC holds shares in TBPL but none in the defendant.

43 CSP’s objection that the comparison imputes no wrongdoing does not address my finding that the conduct serves the Directors’ own interests. ⁷⁰ In my view, neither limb of the unfairness ground requires wrongdoing or illegality. The first limb asks whose interests the conduct served (see [56] below). The second limb is concerned with “commercial morality or integrity which the law ought to uphold” (see Kho Choon Keng v Lian Keng Enterprises Pte Ltd [2026] 3 SLR 255 (“Kho Choon Keng”) at [35]). Defendant’s counsel accepts that conduct may be perfectly legal and yet unfair and unjust, or illegal and yet not unfair and unjust. ⁷¹

44 I make three points about CRPL on the first limb: (a) the first limb does not rest on the CRPL balance, because the Directors hold a smaller stake in CRPL than they hold in the defendant; (b) the Directors still gain overall on the total balance; and (c) the defendant’s assumption of CRPL’s expenses serves their larger interest in TBPL.

45 First, my finding on the first limb does not rest on the CRPL balance. The Directors and the claimant each hold about 9.1% of CRPL. The Directors together hold about 27.3% of it. That is less than half their stake in the defendant. ⁷² CSP’s own evidence is that CSP and CSB have “much less shares in CRPL”. ⁷³ Whether the CRPL balance is unfair to the other members is therefore not within the first limb. I shall deal with it as a matter for the second limb (see [103] below).

46 Second, when I look at the total balance, the effect of the Related Party Loans is that the Directors together still gain more than they lose. At the end of 2024 TBPL and CUPL together owed the defendant about $8.24m (see [23] above). On each dollar of that sum, the Directors gain 80 cents and bear about 59 cents (see [38] above), a net gain of about 21 cents. Across the $8.24m, their net gain comes to about $1.7m. On each dollar of the CRPL balance (see [23] above) the Directors bear about 59 cents as members of the defendant and gain about 27 cents as members of CRPL, a net loss of about 32 cents. Across that balance, their net loss comes to about $0.6m. Their net gain of about $1.7m on TBPL and CUPL is far greater than, and nearly three times, that loss.

47 It matters not that CSB’s position over the three balances is slightly adverse. The same arithmetic, applied to each Director’s own holdings, gives these results. CSP gains about $0.69m on TBPL and CUPL and loses about $0.44m on CRPL. CSB gains about $0.20m and loses about $0.36m. CSC gains on all three balances. So only two of the three Directors, CSP and CSC, gain overall. But the first limb does not require the interests of the whole board to be advanced, so long as the interests of a majority of the board are advanced. It is “sufficient if the effective majority has acted in their own interests or the interests of one or more of those Board members” (see Phua Kiah Mai at [51]).

48 Third, I accept the claimant’s submission that the defendant’s assumption of CRPL’s expenses serves the Directors, through their larger stake in TBPL, at the defendant’s cost. ⁷⁴ CSP’s evidence is that the defendant “now assumes the responsibility of covering CRPL’s expenses annually, a role that was previously undertaken by TBPL”. ⁷⁵ The evidence does not show the amounts. Whatever the amounts, the shift of those expenses moves value from the defendant to TBPL (see [37] above).

49 It matters not that, on CSP’s evidence, the defendant will support CRPL only until CRPL’s property produces a stable rent, from which CRPL will repay its loans. ⁷⁶ The defendant submits that the money lent to CRPL funds addition and alteration works on CRPL’s property for the benefit of the whole family. ⁷⁷ But the SJE has seen no executed lease of that property and no evidence of the progress or completion of the works. ⁷⁸ And whether CRPL repays from any rent will be for the Directors to decide (see [3] above).

50 Two transactions add to the Directors’ preference of their own interests: (a) the on-lending of the UOB money to CUPL; and (b) the defendant’s guarantee of its subsidiary’s bank facility, when taken in combination with the Related Party Loans.

51 The defendant has encumbered its properties and borne finance costs to place the $550,000 borrowed from UOB with CUPL, in which the Directors hold the larger stake, and with CRPL (see [27], [29] and [37] above). The split appears from the recharges of the UOB interest for 2023. About three-quarters of the recharge went to CUPL and a quarter to CRPL. ⁷⁹ That suggests that three-quarters of the UOB borrowing was on-lent to CUPL and a quarter to CRPL. The money on-lent to CUPL bears on the first limb directly. The money on-lent to CRPL bears on the first limb only through the combination (see [53] below). Otherwise, the money on-lent to CRPL is a matter for the second limb (see [103] below).

52 The defendant’s guarantee of the $23m bank facility of its subsidiary, BTVP, is not, taken alone, a preference of the Directors’ interests. BTVP is held 75% by the defendant and 25% by CSP. ⁸⁰ It is therefore a subsidiary of the defendant within the meaning of s 5(1) of the Companies Act. The facility, from DBS Bank Ltd, is fully drawn, secured by mortgages over BTVP’s properties and rolled over periodically. ⁸¹ The guarantee is a material contingent liability of the defendant. ⁸² The claimant submits that the guarantee has no commercial justification. ⁸³ But I accept CSP’s evidence that the defendant’s decision to secure bank borrowings of $23.7m was a legitimate commercial decision and that the defendant’s corporate guarantee is standard banking practice. ⁸⁴

53 It is in combination with the Related Party Loans that the guarantee and the UOB borrowing have served the Directors’ interests. The UOB borrowing has served those interests in two ways. First, the $550,000 that the defendant has drawn and on-lent to CUPL and CRPL is itself part of the Related Party Loans. It benefits those companies directly (see [27] above). Since the end of 2023, that $550,000 has been the whole of the UOB borrowing. Second, before 2023 the UOB borrowing was larger. It was $700,000 at the end of 2020 and of 2022. ⁸⁵ To the extent that the proceeds of the borrowing were not on-lent, the borrowing stood in for the more than $10m that the defendant had left with the Borrowers. In the same way, BTVP’s guaranteed borrowing has stood in for that $10m.

54 Had the Directors caused the defendant to recover the Related Party Loans, the defendant would have had more than $10m of its own capital to use in place of either borrowing. About $8.24m of that capital is with TBPL and CUPL (see [23] and [46] above). I accept the substance of the claimant’s submission that neither the borrowing nor the guarantee would have been needed but for the Related Party Loans. ⁸⁶

55 The guaranteed facility has in fact stood in for the UOB borrowing. In 2020 BTVP drew on its guaranteed facility to repay about $2.1m that it owed the defendant. The defendant used that money to repay about $2.1m of its UOB borrowing. ⁸⁷ The defendant’s UOB borrowing fell in that year from $2.65m to $700,000. ⁸⁸

56 The defendant’s five answers, on gain, interest and principal, recovery, BTVP and overlapping holdings, go to matters other than the first limb’s question of whose interests the Directors’ conduct serves. None of these answers shows that the conduct serves the interests of the members as a whole.

57 As for the defendant’s first point on gain, the first limb asks whether the directors preferred their own interests to those of the members as a whole (see Phua Kiah Mai ([33] supra) at [51] and HL Sensecurity ([41] supra) at [28]). It follows, in my view, that the first limb does not ask whether the directors made a quantified gain or the company suffered a quantified loss, the absence of which the defendant relies on. ⁸⁹ In Phua Kiah Mai the controlling directors preferred their own interests by replacing board meetings with informal meetings and by truncating the board’s consideration of financial matters. That conduct established the first limb (at [61] and [70]) even though there was no finding of quantified gain or loss.

58 As for the defendant’s second point on interest, I find that the Related Party Loans were not made, as the defendant submits, to benefit it through future interest and principal. ⁹⁰ In 20 years the Borrowers have made at most a single repayment of substance (see [23] above). Nor is there evidence that they have paid the recharges of interest (see [29] above).

59 As for the defendant’s third point on recovery, I do not accept the defendant’s submission that a loan whose recovery is “not completely ruled out” shows no preference, especially where the borrower holds real property and therefore carries the prospect of capital appreciation. ⁹¹ The defendant relies on the SJE’s opinion that CUPL and CRPL may repay the Related Party Loans in the longer term from the sale of their properties. ⁹² And it is true that any gain to the Directors is illusory if CUPL and CRPL repay the loans in full. But the SJE gave that opinion subject to timing and execution risks. And whether and when the Borrowers sell is for the Directors to decide, as the only directors of these two companies (see [3] above).

60 More fundamentally, it is not true that the Borrowers’ gain is illusory if they repay the Related Party Loans in full. The preference lies in the Borrowers’ prolonged use of the money at virtually no cost. The Borrowers have had more than $10m of the defendant’s money at their disposal for 20 years, on no terms and with no return to the defendant (see [20], [28] and [32] above). The Directors have had the benefit of that use through their larger stakes in TBPL and CUPL (see [37] above). Repayment of the principal one day would return the money. It would not compensate the defendant for the defendant’s cost and opportunity cost arising from the borrower’s free use of it over time.

61 As for the defendant’s fourth point on BTVP, its success says nothing about whose interests the Related Party Loans serve. That is so even if, as the defendant submits, BTVP’s capital, rental income and management have benefited all the defendant’s members. ⁹³ BTVP is a subsidiary of the defendant and is not one of the Borrowers. The claimant’s complaint about BTVP is a different one, about how BTVP came to be set up and how CSP came to hold 25% of it (see [52] above). ⁹⁴

62 As for the defendant’s fifth point on overlapping holdings, my finding that the Directors have preferred their own interests rests on the terms (see [28] above), the duration (see [20] above) and the non-recovery (see [23] and [35] above) of the Related Party Loans. My finding does not rest on overlapping shareholdings alone. I reject the defendant’s submission that those shareholdings are the only link, so that more must be shown before the discretion to make a winding-up order on the unfairness ground is enlivened. ⁹⁵ I have examined the Directors’ shareholdings in the Borrowers and in the defendant only to show whose interests the Directors’ conduct has served (see [38] above). I have not examined those shareholdings in place of a finding on the nature of their conduct. Defendant’s counsel accepts that the claimant need show nothing beyond the test in s 125 of the Act, on the balance of probabilities, to enliven the discretion to make a winding-up order. ⁹⁶ That test is met.

63 It matters not that, as the defendant submits, it is commonplace in family-run businesses for directors to sit on several boards. ⁹⁷ My finding does not rest on the Directors’ seats on the boards of the Borrowers. It rests on their conduct, as the defendant’s directors, in connection with the Related Party Loans.

64 I do not consider it material that, according to the defendant, the Directors have done no more than to continue the Founder’s practice in good faith, intending to benefit all the members. ⁹⁸ Neither the Directors’ good faith, nor the Founder’s practice nor even the family’s interest takes the Directors’ conduct outside the first limb. I say that for five reasons.

65 First, the first limb looks to how the Directors’ conduct is objectively seen, not to what they subjectively intended. Directors may be found within the first limb where they are “seen not to have been acting in the interests of all the members” (see HL Sensecurity ([41] supra) at [28] and see also EQ Capital Investments Ltd v The Wellness Group Pte Ltd [2019] SGHC 154 (“EQ Capital”) at [21]). Defendant’s counsel accepted that the test is “an objective one”. ⁹⁹

66 Second, the Directors hold and exercise their powers for the defendant, not for the family or for the other family companies. I therefore do not accept the defendant’s submission that benefit to the defendant must be judged across all of the family’s companies because they share one founding motive and their members all belong to one family. ¹⁰⁰ Defendant’s counsel accepts that family membership does not release directors from acting in the interest of each company as a whole. ¹⁰¹ Even within a formal group structure – ie, one comprising an ultimate holding company and a proliferation of subsidiaries – each company remains a separate legal entity. The director of any one group company may consider the group’s interests, but cannot do so at the expense of the group company that they direct (see Evotech (Asia) Pte Ltd v Koh Tat Lee [2018] SGHC 252 at [61] and see also Intraco Ltd v Multi-Pak Singapore Pte Ltd [1994] 3 SLR(R) 1064 at [28]–[29], approving Charterbridge Corp Ltd v Lloyds Bank Ltd [1970] Ch 62).

67 As the claimant submits, the separate-entity principle applies with greater force in this case. The defendant asserts that it, BTVP, CRPL and TBPL function “as part of an integrated family group”. ¹⁰² But none of the Borrowers is a company in the defendant’s “group” at all (see [21] above). ¹⁰³ Only BTVP is a true subsidiary of the defendant and therefore a group company (see [52] above). The Borrowers are linked to the defendant only by having members in common. Each Borrower’s interest is therefore distinct from the defendant’s interest. The defendant has not shown how the assertion that the companies function as an integrated family group, even if true, answers the first limb. ¹⁰⁴

68 Third, I accept that the Founder’s practice explains fully how the Related Party Loans began (see [22] above). ¹⁰⁵ The Related Party Loans are historical, arising from inter-company arrangements within the family companies. ¹⁰⁶ But the Founder’s practice and the historical origin do not begin to explain adequately the Directors’ decisions since 2015 to let the Related Party Loans continue on no terms without any attempt at recovery (see [35] above). Nor have the members at any time ratified those decisions or been asked to do so. The claimant’s evidence is that he is not aware of the members’ approval ever being sought for the Related Party Loans. ¹⁰⁷ The defendant does not suggest that the Directors have ever done so. CSP’s evidence is simply that no auditor, banker or member has ever objected to the Related Party Loans. ¹⁰⁸ But absence of objection is not approval. And it remains the case that the Auditors have qualified their opinion precisely because of concerns about the Related Party Loans (see [25] above).

69 Fourth, I find that informality within and between family companies does not explain the Related Party Loans left for 20 years on no terms, even if, as the defendant submits, loans between family-run companies are naturally advanced in a more informal manner. ¹⁰⁹ Informality in advancing the loans does not explain leaving the loans on no terms (see [23], [28] and [29] above).

70 Fifth, the claimant’s own borrowing from CRPL and TBPL does not alter the analysis. CSP points to that borrowing in his evidence on the Founder’s practice. He describes the loans between the family companies as part of a family tradition of financial assistance dating from the Founder’s time. ¹¹⁰ He then says that the claimant’s own borrowing from the family companies illustrates how that tradition benefited the claimant himself. ¹¹¹ CSP’s evidence is that the claimant borrowed from CRPL in 2001 and from TBPL in 2008 and has never repaid the loans. ¹¹² The claimant does not admit that history. ¹¹³ But the point is immaterial. Whatever the claimant may have borrowed from whoever, if anything at all, it remains the case that the members of the defendant who are neither Directors nor the claimant bear part of the cost of the Related Party Loans owed by TBPL and CUPL and receive no part of the benefit (see [41] above).

71 Whether or not the first limb requires conduct contrary to commercial morality, I find that leaving more than $10m with the Borrowers for 20 years on no terms meets that test (see [20] above). The question arises because, in Phua Kiah Mai ([33] supra), the conduct in the interests of another company “did not rise to the level of being contrary to commercial morality or integrity” (at [76]). The conduct in question there was the company’s joint celebrations with a federation that its chairman and others had set up, and work that the company’s secretariat did for that federation (at [75] and [76]). The conduct here (see [18] above) is of a different order.

72 In arriving at my finding that the Directors have preferred their own interests, I have not relied on the further points that the claimant makes about the defendant’s lending. The claimant makes the following further points: (a) the transfer of about $14,400 to CUPL in December 2019, which on CSP’s evidence he made good personally; (b) CRPL’s own lending to TBPL and to other family companies; and (c) the Directors’ own borrowings from TBPL and CRPL. ¹¹⁴ I do not find it necessary to decide these points.

73 The claimant has therefore established the first limb of the unfairness ground. I now turn to the second limb.

74 The Directors have also acted in the affairs of the defendant in a manner unfair and unjust to the other members within the meaning of the second limb of the unfairness ground (see [17] above). The same conduct may fall within both limbs, as it did in Phua Kiah Mai (at [70]).

75 The conduct that engages the second limb is the conduct found under the first limb, together with the Directors’ use of the dividend discretion and their conduct of the accounts and general meetings. The conduct under the first limb that I refer to is the four ways in which the Directors have acted in connection with the Related Party Loans (see [18] above). The dividend discretion is the Directors’ power over the defendant’s dividends (see [78] below). Each of these matters, alone and together with the others, is unfair and unjust to the other members.

76 The Directors have not exercised the dividend discretion bona fide for the proper purposes of the defendant. That is a finding of improper purpose, not of dishonesty. A phrase such as “bona fide in the interest of the company as a whole”, if it does anything more than restate the general principle applicable to all fiduciary powers, at best serves to exclude directors “improperly favouring one section of the shareholders against another” (see Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 (“Howard Smith”) at 835).

77 The defendant has declared no dividend since 2007. ¹¹⁵ Yet its retained earnings stood at about $10.2m at the end of 2024. ¹¹⁶ The question is what the Directors have done with those earnings.

78 The Directors’ powers over dividends under the defendant’s articles of association (the “Articles”) are fiduciary powers, to be exercised only for the purpose for which they are conferred (see Howard Smith at 834). The Articles provide that the defendant in general meeting may declare no larger dividend than the Directors recommend. ¹¹⁷ The Directors may also pay interim dividends.

79 Since 2015 the choice whether to pay a dividend has been the Directors’ alone (see [35] above). I accept the claimant’s submission that a sustained refusal to distribute, while benefits flow to the Directors, may suffice to show an improper purpose. ¹¹⁸

80 The substantial purpose that the Directors’ withholding of dividends in fact served was to keep the defendant’s earnings available to the Borrowers. In identifying that purpose, the court gives credit to the directors’ bona fide opinion on management but looks at the situation objectively (see Howard Smith at 832 and 835). At the end of 2024 the defendant had about $55,000 in cash against its retained earnings (see [77] above). ¹¹⁹ The Related Party Loans then stood at about $10.19m (see [23] above). The SJE does not treat these loans as available to the defendant, because they have no enforceable terms of repayment. ¹²⁰ The undistributed earnings are, therefore and in substance, the money that the defendant has left with the Borrowers. The Directors could have funded dividends by recovering the Related Party Loans but have made no attempt to recover them (see [35] above). Honest behaviour by the Directors would not, in itself, make that purpose proper (see Howard Smith at 838).

81 Two of the Directors drew salaries from the defendant throughout those years. CSP and CSB are each paid monthly salaries by the defendant and by BTVP, albeit at rates not increased for a considerable period. ¹²¹ On CSP’s evidence, his salaries from the defendant and BTVP together come to about $15,500 a month, of which the defendant pays about $7,700. CSB’s come to about $9,800 a month, of which the defendant pays about $3,200. ¹²² The Directors fixed those salaries themselves, without the members’ approval. ¹²³

82 The withholding therefore deprived only the other members of any return from the defendant. The other members hold just over 40% of the defendant’s shares. ¹²⁴ They have had no return from the defendant for nearly 20 years, while CSP and CSB have received their salaries (see [81] above). Where a director who is also a member uses his powers to pay no dividend while he is paid a salary, a member who is not a director is deprived of an income on his capital, whatever the size of the salary. ¹²⁵

83 None of the defendant’s five explanations accounts for withholding every dividend for nearly 20 years while two Directors drew salaries. Each explanation goes to whether the Directors were empowered to withhold dividends, not to the purpose that the withholding in fact served (see [80] above).

84 As for the defendant’s first point on obligation, it matters not that members have no right to a dividend. It is common ground that directors are under no obligation to declare dividends and that members have no right to receive them. ¹²⁶ A failure to declare dividends does not by itself amount to unfair conduct (see Lim Kok Wah v Lim Boh Yong [2015] 5 SLR 307 (“Lim Kok Wah”) at [145]). Whether to declare a dividend, and how much to distribute, is for the board (at [146]). But my finding is that the Directors have exercised the dividend discretion for a purpose other than the defendant’s purpose (see [76] above). The court does not assess the business merits of such a decision. It asks whether the decision is attended by commercial unfairness (at [134]).

85 As for the defendant’s second point on reinvestment, a strategy of reinvestment does not explain leaving the defendant’s retained earnings with the Borrowers, even if, as the defendant submits, it has pursued a long-term strategy of capital appreciation and reinvestment in its properties. ¹²⁷ The retained earnings are held, in economic substance, in the Related Party Loans and not in the defendant’s properties (see [80] above). Nor is there a want of the available profits out of which, as the defendant also submits, any dividend must be paid. CSP describes the defendant as “a financially stable and profitable company with a steady income stream”. ¹²⁸ And the chance that the Related Party Loans may be recovered in full one day does not make the loans a reinvestment (see [59] above).

86 As for the defendant’s third point on CRPL, the claimant’s own debt to CRPL does not explain the withholding. That is so even if, as CSP says, CRPL could have repaid the defendant and dividends could have been declared if the claimant had repaid what he borrowed from CRPL. ¹²⁹ CRPL owed only about $1.96m of the $10.19m due to the defendant at the end of 2024 (see [23] above). The balances of TBPL and CUPL, about $8.24m, do not depend on the claimant’s debt to CRPL (see [46] above). And the Directors alone direct all three Borrowers (see [3] above). Whether CRPL recovers its loan from the claimant, and whether any borrower repays the defendant, is for them alone to decide.

87 As for the defendant’s fourth point on exit, I do not accept the defendant’s submission that a member’s real interest lies in the value of his shares and that a member from whom an income is withheld can simply sell his shares to the other members. ¹³⁰ A member’s interest in his shares includes an interest in the proper exercise of the dividend discretion, on which any return on his capital depends while he holds them (see [76] above). And the claimant cannot in fact sell his shares to the other members, none of whom has been willing to buy them at any price (see [151] below).

88 The possibility that a member may sell his shares is also beside the point. My finding concerns the purpose for which the Directors withheld dividends. That purpose was to keep retained earnings at the disposal of the Borrowers (see [80] above). What a member might do with his shares has no bearing on why the Directors withheld dividends. For the same reason, the defendant’s submission that the second limb is not a test of legitimate expectation fails. My finding rests on the Directors’ improper purpose, not on any expectation of the claimant’s. ¹³¹

89 As for the defendant’s fifth point on salaries, it matters not that, as the defendant submits, there is no evidence that the salaries were excessive. It is equally immaterial that, for managing a property portfolio worth about $50m, the Directors consider themselves underpaid. ¹³² My finding does not depend on the salaries being excessive. Indeed, I make no finding that they are. I accept that CSP and CSB are paid their salaries as employees, for their service to the defendant. ¹³³ But the Court of Appeal has considered it clearly unfair for those in control to distribute a company’s profits only by paying salaries, so that the holders of the other shares have no share in its earnings while those in control draw an income from it (see Ting Shwu Ping v Scanone Pte Ltd [2017] 1 SLR 95 (“Ting Shwu Ping”) at [101]). The unfairness there lay in that deprivation. Here it lies in that deprivation and also in the purpose of the withholding and in those on whom its consequences fell (see [80] and [82] above).

90 The Directors’ conduct in relation to the defendant’s accounts is also unfair and unjust to the other members. The qualified accounts do not give members the assurance, which ss 201(2) and 201(5) of the Companies Act contemplate, that the accounts give a true and fair view of the defendant’s financial position. In each of the seven years from 2017 to 2023 the qualification went to the recoverability of more than $10m due on the Related Party Loans (see [25] and [20] above). As the claimant submits, the Auditors could not assess that recoverability for want of supporting evidence from the Directors. ¹³⁴ The Directors could have supplied that evidence by fixing terms for repayment. That would then show when and how much the defendant is to recover. The Directors could also have produced to the Auditors evidence of the Borrowers’ ability to repay. Or they could have removed the question altogether by actually recovering the loans. They have done none of these (see [28] and [35] above).

91 The Auditors’ qualifications were neither automatic nor routine. I do not accept CSP’s evidence that the qualifications are immaterial because auditors automatically qualify accounts for debts outstanding for more than three years as a routine accounting disclosure. ¹³⁵ The Auditors qualified their opinion for want of evidence of the timing and amount of recovery, not because of the age of the debts (see [25] above). A debt is outstanding for three years only because it has not been recovered. And in the 2023 accounts the Directors’ position was that no impairment allowance was required because the amounts would be recovered. ¹³⁶ But the Auditors were given no evidence to support that position.

92 The accounts for 2019, 2020 and 2021 were laid at AGMs held between 17 and 19 months after the end of the year to which each set of accounts related. ¹³⁷ Those AGMs were held in August 2021, June 2022 and June 2023. CSP’s evidence is that the pandemic delayed the accounts because the accounting and audit staff could not work from home. ¹³⁸ I do not accept that the pandemic was the cause of the delay. As the claimant points out, the defendant’s accounts were late before the pandemic as well as after it. ¹³⁹ On his evidence, the financial statements for 2016 and 2017 are dated November 2018 and October 2019, each nearly two years after the end of the relevant year. ¹⁴⁰

93 There is no evidence that the audited accounts for 2024 had been prepared even by May 2026. In December 2025, the SJE asked the defendant for its audited accounts for 2024. The defendant’s response in January 2026 was that it was working on its management accounts for 2024. ¹⁴¹ By the time the SJE reported in February 2026, he still had not been given the defendant’s audited 2024 accounts. ¹⁴² If the defendant was still working on its management accounts for 2024 in January 2026, its audited accounts for 2024 cannot have been ready by then to be laid before the members or to be filed. The claimant submits, without contradiction, that the audited 2024 accounts have not been filed. ¹⁴³ I therefore draw the inference that the defendant had failed to file its audited 2024 accounts even by May 2026.

94 These lapses are not mere matters of compliance or management practice, contrary to the defendant’s submission. ¹⁴⁴ Nor is the legal effect of these lapses on the unfairness ground rendered immaterial by the statutory penalties that they attract. What remains material is their scale and extent (see Phua Kiah Mai ([33] supra) at [67]). It is true that the lapses in EQ Capital ([65] supra) were more complete, with no audited accounts after 2010 and no AGM after 2012 (see EQ Capital at [26]–[27]). But the lapses here have persisted for seven years on the very matter of the Related Party Loans.

95 The Directors denied the claimant the means of questioning them about the lending, most plainly by refusing him every means of attending the 2024 AGM. The claimant lives in the United States. He had major surgery in 2024 and was advised not to travel. ¹⁴⁵ In May 2024, a week before the defendant’s AGM, he asked to attend it remotely. ¹⁴⁶ Two days later his solicitors repeated the request and put forward his then solicitor Ms Soh (see [32] above) as his proxy. ¹⁴⁷ Ms Soh is not a member of the defendant.

96 The defendant’s solicitors replied that the defendant was not obliged to hold its AGM remotely and that Art 68 of the Articles requires a proxy to be a member. ¹⁴⁸ On the eve of the meeting the Directors told the claimant that the defendant was not ready for a virtual AGM and that, on legal advice, a proxy should be a member. ¹⁴⁹ The Directors thereby precluded a member who was medically unable to attend an AGM in person from attending either by proxy or remotely. Fairness quite obviously does not require those in control of a company to give way to the minority. But fairness does at least call for a proper procedure to be followed, and for the minority to have the opportunity to try to persuade (see Phua Kiah Mai at [88]). The Directors denied the claimant even that opportunity.

97 The Directors’ refusal of the proxy rested on a position of law that the Directors had taken since 2012. That position is contrary to both s 181(1) of the Companies Act and the Articles. The notices of the defendant’s general meetings of 2012 and 2020, and its form of proxy for 2023, state without qualification that a proxy must be a member. At the AGM of 2023 the chairman held the claimant’s proxy invalid on that ground. ¹⁵⁰ But s 181(1) expressly entitles a member to appoint another person, “whether a member or not”, as his proxy. And Art 68 expressly permits a proxy who is not a member if he is “a person approved in writing by the Directors”. ¹⁵¹ The Directors’ only reason for refusing Ms Soh as the claimant’s proxy, however, was that she was not a member, not that they declined to exercise Art 68’s power of approval (see [96] above).

98 It matters not that the claimant could have appointed a member as his proxy. The Directors suggested that he do so, saying that they found it “hard to believe that no member would be willing to assist you if you approach them in a friendly manner”. ¹⁵² But the claimant had told the Directors three days earlier that no member was willing and able to represent him according to his instructions. ¹⁵³ And s 181(1) of the Companies Act arguably entitled him to choose a proxy who was not a member, notwithstanding Art 68 (see [97] above).

99 The minute of CRPL’s 2024 AGM shows how the Directors meet members’ scrutiny of the lending that they direct. At that meeting (see [28] above), a member asked about the impairment allowance on CRPL’s own loans to related parties, chiefly TBPL. ¹⁵⁴ The minute records that CSP, as chairman, said that “the directors do not record an impairment in the Company’s accounts to avoid shareholders’ challenges”. ¹⁵⁵ It is true that the “Company” there is CRPL, not the defendant. So this is not evidence about the defendant’s accounts or its dividends. But it does show that the Directors, albeit as CRPL’s directors, account for loans between family companies so as to avoid challenges by members.

100 The Directors’ refusals were refusals to be questioned and therefore to provide answers. I do not accept the defendant’s submission that the claimant has had opportunities to raise queries at general meetings and that his dissatisfaction is only with the Directors’ answers and therefore does not amount to unfairness. ¹⁵⁶ CSP’s evidence is that the Directors answered all questions at AGMs about the loans between the family companies. ¹⁵⁷ But the claimant’s evidence is that, at CRPL’s AGM of June 2023, CSP refused to tell him the size and terms of the defendant’s loan to CRPL. The company’s recorded response was that the chairman would not release the term sheet of the loans between the defendant and CRPL. ¹⁵⁸ And at the defendant’s 2024 AGM the Directors left the claimant no means of asking questions at all (see [95] above). Each refusal denied him the opportunity to try to persuade (see [96] above).

101 Taken together with the lending, the Directors’ conduct of the dividends, of the accounts and of the meetings falls short of the commercial morality that the second limb is designed to protect. Directors may be found to have acted unfairly or unjustly if their conduct falls short of the commercial morality or integrity which the law ought to uphold, judged in all the circumstances (see Phua Kiah Mai at [51] and EQ Capital ([65] supra) at [21] and see also Kho Choon Keng ([43] supra) at [35]). The claimant must establish that on the balance of probabilities (see [62] above). As the claimant submits, the conduct here forms a cumulative pattern. ¹⁵⁹

102 The Related Party Loans run through each of the other matters. The withheld earnings are held, in economic substance, in the Related Party Loans (see [80] above). They are why the Auditors qualified the accounts (see [25] above). And they are the lending about which the Directors have avoided members’ questions (see [99] and [95] above). Each matter therefore adds to the unfairness of the others.

103 The CRPL balance is unfair to the other members whatever its place under the first limb (see [44] above). CRPL owed the defendant about $1.96m at the end of 2024, on the same terms as the other Related Party Loans (see [23] and [28] above). The defendant has also taken over CRPL’s expenses (see [48] above). The other members bear their share of the CRPL balance and of CRPL’s expenses, with no return at all to the defendant, regardless of the Directors’ own stake in CRPL.

104 My finding on the second limb rests on these matters judged by the second limb’s own test. As the claimant submits, the second limb asks whether the conduct is unfair or unjust to the other members, not whose interests it served. ¹⁶⁰ It requires no wrongdoing or illegality (see [43] above).

105 The claimant is among the other members treated unfairly, despite his holdings in TBPL and CRPL. It matters not that, on CSP’s evidence, the claimant has benefited from TBPL’s growth. ¹⁶¹ That holding does not make good what the claimant bears as a member of the defendant (see [41] above). His holding in CRPL is no larger than each Director’s (see [45] above). And the consequences of the withheld dividends and the refused proxy fell on him whatever he holds elsewhere. The “other members” within the meaning of the unfairness ground include, at least, a member who is not a Director and on whom the conduct bears. The court in Phua Kiah Mai applied the second limb to the plaintiff and his faction as “the other members” without defining the phrase (at [55] and [70]).

106 My finding on the second limb of the unfairness ground rests on no other complaint the claimant raised. The claimant also complains of: (a) CSP’s 25% of BTVP (see [52] above); (b) the defendant’s purchase in 2012 of 275 of its own shares from the Founder’s estate; (c) the write-off of $14,000 due from a company wholly owned by CSP; and (d) the Directors’ other benefits. ¹⁶² I need not come to a conclusion on any of these complaints.

107 The claimant’s long acquiescence in the dividend policy does not answer the second limb. I do not accept the defendant’s submission that, by raising no objection for 20 years and by subscribing for shares, the claimant accepted the policy. ¹⁶³ Defendant’s counsel did not suggest reliance on any sort of waiver or estoppel. ¹⁶⁴ It is true that a court will be slow to find a dividend policy unfair where the minority stayed silent for a decade instead of using its power to change it (see Lim Kok Wah ([84] supra) at [148]). But the claimant has no such power (see [35] above). Nor has he been silent. He has raised the Related Party Loans in written questions at the defendant’s AGMs since August 2021. ¹⁶⁵

108 It matters not that, as the defendant submits, no member other than the claimant has complained. ¹⁶⁶ The second limb asks whether the conduct appears unfair or unjust to the “other members”, not whether they complain of it. In any event, the claimant’s sister, Ms Chuang Min Hwei, is a member who is not a Director. She also queried the Related Party Loans at the AGM of August 2021. ¹⁶⁷

109 The claimant has therefore established the second limb of the unfairness ground. I now turn to the provisions of the Companies Act on which the claimant also relies.

110 The Related Party Loans appear to have been made in breach of s 163 of the Companies Act and the Directors appear to be in breach of s 157(1) of the same Act (see [112] and [114] below). ¹⁶⁸ The defendant does not appear to have breached s 169(1) in paying the salaries (see [115] below). These apparent breaches reinforce the conclusions I have already reached under the unfairness ground (see [43] above).

111 I describe the breaches as apparent because these proceedings are not the occasion to determine whether there have been actual breaches. The Directors are not parties to this application. I cannot and do not determine any question of their personal liability (see [1] above). And I determine the consequences of any breach for the defendant only so far as s 125 of the Act is concerned.

112 The Related Party Loans appear to have been made without the approval in general meeting that s 163 of the Companies Act requires of a company that is not an exempt private company. Section 163(1) forbids such a company to lend to another company in whose voting power its directors together are interested to 20% or more, without the prior approval of the lending company in general meeting. Even then, the interested directors and their family members must abstain from voting.

113 The Directors hold 80% of TBPL and about 27% of CRPL (see [37] and [45] above). They did not seek approval for the Related Party Loans from the disinterested members (see [68] above). Subject to an exception that is not relevant, an exempt private company is a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation, and which has not more than 20 members (s 4(1) of the Companies Act). The defendant asserts that it is an exempt private company. It bears the burden of proving that fact, both because it asserts it and because the facts that establish it are especially within its knowledge (ss 105 and 108 of the Evidence Act 1893 (2020 Rev Ed)). The defendant has not discharged that burden. CSP’s bare assertion is the only evidence that the defendant is an exempt private company. ¹⁶⁹ The defendant’s business profile with the Accounting and Corporate Regulatory Authority describes it simply as a “private company limited by shares”, not as an “exempt private company limited by shares”. ¹⁷⁰

114 The Directors appear not to have used reasonable diligence in maintaining the Related Party Loans, in apparent breach of s 157(1) of the Companies Act. Section 157(1) requires a director at all times to act honestly and to use reasonable diligence in discharging his duties. Maintaining the Related Party Loans on no terms, without any attempt to recover them and without accounting to the members for them, appears to fall short of reasonable diligence (see [28], [35] and [99] above). I make no finding on the honesty limb of s 157(1).

115 The salaries do not, on the evidence before me, appear to be emoluments in respect of the office of director as such. Section 169(1) of the Companies Act requires a resolution, not related to other matters, before a company provides such emoluments for a director. But CSP and CSB appear to have been paid their salaries as employees, not as directors, for their service to the defendant (see [89] above). It appears to me, therefore, that the defendant did not breach s 169(1) by paying salaries to CSP and CSB without the members’ approval. ¹⁷¹

116 I now turn to the equitable ground.

117 It is just and equitable to wind the defendant up for two reasons: (a) the Directors’ lack of probity justifies the claimant’s loss of confidence in the management of a family company; and (b) the claimant has no viable means of withdrawing his capital at fair value.

118 I take each reason in turn.

119 The conduct that I have found under the unfairness ground discloses a lack of probity that justifies the claimant’s loss of confidence in the management of the defendant. The claimant founds his case on the equitable ground on that loss of confidence. ¹⁷² He traces it to the Directors’ handling of the Related Party Loans, their lack of transparency and the absence of dividends over many years. Claimant’s counsel accepts that his case on the equitable ground rests on the same conduct as his case on the unfairness ground. ¹⁷³

120 I have described that conduct (see [75] above). The claimant relies on the decision of the Privy Council in Loch v John Blackwood Ltd [1924] AC 783 (“Loch”). The Court of Appeal has accepted that Loch is the starting point of the inquiry on this strand of the equitable ground (see Foo Peow Yong Douglas v ERC Prime II Pte Ltd [2018] 2 SLR 1337 (“Foo Peow Yong”) at [48]).

121 The defendant is a family company of the kind described in Chow Kwok Chuen v Chow Kwok Chi [2008] 4 SLR(R) 362 (“Chow Kwok Chuen”). In a family company of that kind, the shares are closely held and not easily transferable to outside parties (at [34]). Its directors hold their positions through ties of blood rather than for their business acumen or for commercial reasons (at [34]).

122 The defendant bears both features of a family company. Its directors are three of the Founder’s sons (see [1] above). Further, the shares of the defendant are closely held. Its Articles require a member to offer his shares first to his fellow members and let the Directors refuse to register a transfer to a non-member (see [146] and [147] below). The defendant’s members have at all material times been members of the Chuang family. The Founder’s statutory declaration asserts that he had built up the defendant’s portfolio “for my family, my children and my children’s children”. ¹⁷⁴ It is the defendant’s own case that the Founder’s “overarching vision” was to build and preserve a portfolio of real estate assets “for the long-term benefit of the Chuang family”. ¹⁷⁵ The family interest is fundamental to the defendant’s purpose.

123 The result is that the Directors’ conduct is judged by the test of trust that a family company demands. That test applies regardless of who endowed the directors with their office (see [125] below). And a member who takes no part in management may rely on the equitable ground where he has lost confidence in those who manage the company. The petitioners in Loch held a minority of the shares and had no place on the board (see Loch at 786). The applicant in Foo Peow Yong was a minority member who had lost confidence in the directors’ management of the company (see Foo Peow Yong at [47] and [51]).

124 Mutual trust and confidence therefore matter more in the defendant than in a purely commercial company (see Chow Kwok Chuen at [33]). A quasi-partnership has a special position when considering the equitable ground because its members associate on an understanding of mutual trust and confidence on which equity will not allow one of them to renege (see Chow Kwok Chuen at [31]). Not every family company is analogous to a quasi-partnership (at [33]). But where the family interest is fundamental to the purpose of the company, “the inextricability of the family relations from the business relations amongst the directors may provide justification for equitable winding up of the company because in such a set-up mutual trust and confidence are paramount” (at [33]).

125 It matters not that the Founder endowed the Directors with their offices and, in the case of CSP and CSB, their shares, or that, as the defendant submits, they have done no more than continue the Founder’s practice (see [64] above). The members in Chow Kwok Chuen also “inherited or were endowed their shares and directorships by their parents” (at [34]). That endowment was one of the features that the companies there shared with quasi-partnerships (at [34]). The members had not chosen to enter into association with one another. They held their shares and offices because the patriarch expected them to work the companies together for the common good of the family (at [31]). Endowment was thus part of the set-up of which mutual trust and confidence among the brothers was “the cornerstone” (at [34]). And however the Directors came to hold their offices, the decisions since 2015 to let the Related Party Loans continue have been their own (see [35] above).

126 It matters not that, as the defendant submits, the claimant has by his own choice played no active role in its affairs, ¹⁷⁶ or that he never shared a relationship of mutual trust with the Directors. It is true that an applicant cannot rely on the loss of mutual trust as such where that relationship had nothing to do with the incorporation and running of the company (see Ting Shwu Ping ([89] supra) at [100]). But the claimant does not rely on a loss of mutual trust as such. The claimant relies instead on a lack of probity. A lack of probity justifies a loss of confidence on its own terms (see Loch at 788 and Foo Peow Yong at [48]). Foo Peow Yong applied that principle to a company with a significant number of members unrelated to the parties (at [46] and [51]). It is true that Chow Kwok Chuen speaks of the relations among directors (at [33]). But the trust in issue here is the trust that a member who takes no part in management must place in those who do (see [2] above).

127 Contrary to the defendant’s submission, ¹⁷⁷ the Directors’ conduct of the defendant’s affairs lacks probity in the sense in which Loch uses the word. Loch approved the view of Lord Clyde in Baird v Lees 1924 SC 83 at 92 that a member invests on conditions, one being that the business “shall be conducted in accordance with certain principles of commercial administration defined in the statute, which provide some guarantee of commercial probity and efficiency”. Where those conditions are “deliberately and consistently violated and set aside by the action of a member and official of the company who wields an overwhelming voting power”, so that members are “deprived of the ordinary facilities which compliance with the Companies Acts would provide them with”, a winding up “may be just and equitable” (see Loch at 793–794). The Directors meet the qualification of overwhelming voting power. They are the whole board. And two of them together hold over 59% of the defendant’s shares (see [35] above).

128 A lack of probity in the Loch sense does not require dishonesty. In Foo Peow Yong a director voted in conflict of interest, and without disclosing the conflict, to dilute his company’s shareholding for the benefit of another company of which he was also a director. The Court of Appeal found that that was “a serious and obvious lack of probity” that justified the minority’s loss of confidence (at [51] and [54]). Notably, the court did so without finding it necessary to make any finding of dishonesty. As the claimant submits, the Directors here have likewise acted in a conflict of interest for the benefit of associated companies. ¹⁷⁸

129 Directors who treat a company’s money as available to other companies that they control, on no terms and without account or recovery, fall short of the probity in the Loch sense. That is what the Directors have done. They have left the defendant’s money at the indefinite disposal of Borrowers that they alone direct (see [32] and [59] above). My finding rests on that conduct, judged objectively (see [65] above). It does not depend on what the Directors believed about the Founder’s practice. The Directors may well believe that continuing the practice is wise and serves the family. But that belief does not negate the lack of probity. Probity is here measured by the conduct of the company’s affairs, as Lord Clyde measures it (see [127] above). In Loch itself, Mr McLaren, whose family interest held the preponderance of the voting power (at 786), had come, “for reasons not unnatural”, to the opinion that the business owed much of its value and prosperity to himself (at 794). That belief did not save his conduct from the finding that the minority’s confidence in the management was at an end, and justifiably so (at 796).

130 The claimant’s written questions to the Directors have gone unanswered since the 2021 AGM. The claimant has raised the Related Party Loans by written questions since that meeting (see [107] above). The claimant says that the 2021 AGM was the last time the Directors answered his written questions. ¹⁷⁹ CSP’s response is that the Directors addressed all questions at AGMs, “both verbal and written”. ¹⁸⁰ The claimant says that CSP has evaded his questions by claiming to have answered them before, without saying when. ¹⁸¹ CSP’s evidence does not identify any written question that the Directors answered after the 2021 AGM. I prefer the claimant’s specific and dated evidence to CSP’s general assertion.

131 The first of the two features of the conduct in Loch is present here. The first feature is the withholding from family members in the minority of accounts, of answers and of any return on capital. The company in Loch was in practice a domestic and family concern (at 786). Its directors had omitted to hold general meetings, submit accounts and recommend a dividend (at 794). The Privy Council found it unnecessary to decide whether that course of conduct would by itself have justified a winding up (at 787). Here the Directors have withheld from the claimant reliable and timely accounts (see [25] and [92] above), answers to his questions (see [130] above), any means of attending the 2024 AGM (see [95] above) and any return on his capital (see [77] above). Those are the ordinary facilities that compliance with the statute provides. Lord Clyde’s view, approved by the Privy Council, is that the deprivation of those facilities by those who wield the controlling vote may make it just and equitable to wind a company up (see Loch at 793–794 and [127] above).

132 My finding need not and does not extend to the Directors’ object in withholding them. I make no finding that they meant to keep the claimant in ignorance or to buy his shares at an undervalue, as the directors in Loch were suspected of doing (at 794). The lack of probity rests on the withholding itself, which has deprived the claimant of those facilities. As in Foo Peow Yong, the lack of probity is found without any finding of a dishonest object (see [128] above).

133 The absence of the second feature of Loch does not displace the lack of probity. The second feature is self-dealing. In Loch the directors agreed, without notice to the minority, that £12,500 of the company’s war loan be transferred to one of them, Mr McLaren, as his property absolutely, and that the chairman’s salary be increased. Four days later Mr McLaren proposed to buy the minority’s shares for £10,000 (at 795–796). The Directors have not appropriated the defendant’s money to themselves. Their preference of their own interests is in the form of their larger stakes in TBPL and CUPL (see [37] and [38] above). That is a conflict of interest of the kind that sufficed in Foo Peow Yong (see [128] above).

134 The Directors’ conduct so frustrates the basis of a family company that the claimant’s loss of confidence in its management is justified by that conduct. The loss of confidence is not brought about by anything he did. In Chow Kwok Chuen ([121] supra) the question was whether the stalemate between the brothers “so frustrates the basis of a family company that it justifies a winding-up order” (at [34]). Here the question is whether the Directors’ conduct does so. “[W]herever the lack of confidence is rested on a lack of probity in the conduct of the company’s affairs, then the former is justified by the latter” (see Loch at 788). The claimant bears the burden of showing, on the balance of probabilities, that his loss of confidence is justified (see [62] above). He has discharged it (see [129]–[131] above).

135 The claimant’s loss of confidence springs not from being outvoted on domestic policy. I accept the defendant’s submission that the loss of confidence must come from a lack of probity and not from being outvoted ¹⁸² (see Loch at 788). But the claimant does not complain of being outvoted on any question of policy. His complaint is about the Directors’ longstanding treatment of the defendant’s money as something other than the money of the defendant’s members as a whole.

136 The claimant’s loss of confidence is not self-induced, whatever his motive may be. CSP suggests that the claimant’s true motive is to pressure CSP and CSB into buying his shares. ¹⁸³ Defendant’s counsel likewise suggested that the claimant was pursuing his own interests. ¹⁸⁴ It is true that the equitable ground does not apply where the loss of trust and confidence is self-induced (see Sim Yong Kim v Evenstar Investments Pte Ltd [2006] 3 SLR(R) 827 (“Sim Yong Kim”) at [31]). But, as the defendant itself submits, the inquiry is an objective one. ¹⁸⁵

137 Neither the claimant’s own borrowing from CRPL and TBPL nor his earlier acquiescence in the continuation of the Related Party Loans makes his loss of confidence self-induced. The defendant submits that a substantial portion of the claimant’s shares was bought with money that he had borrowed from a family company and that the loans remain largely outstanding. ¹⁸⁶ CSP’s evidence is that the claimant borrowed from CRPL in 2001 to buy shares in the defendant. ¹⁸⁷ CSP treats that loan, with the claimant’s other borrowing, as an instance of the family’s tradition of financial assistance of which he says the Founder’s practice forms part (see [70] above). But a member of one family company who borrows from another family company has not conducted the affairs of either company and undertakes no responsibility for the directors’ conduct of the affairs of both companies. How the claimant funded his shares does not bear on whether his loss of confidence is justified. Nor does any acquiescence in the continuation of the Related Party Loans (see [107] above).

138 The claimant does not seek, as the defendant submits, to monetise his shareholding and exit at will or to exit merely because he feels aggrieved. ¹⁸⁸ I accept that neither reason is a sufficient basis for seeking a winding-up order on the equitable ground (see Sim Yong Kim at [31]). But defendant’s counsel accepts that the question is whether the claimant can show grounds for his grievance, and that the burden of showing those grounds is the claimant’s. ¹⁸⁹ The claimant has discharged that burden (see [134] above).

139 It matters not that, as the defendant points out, there is no deadlock and no loss of substratum. ¹⁹⁰ Unfairness can arise in different situations and from different kinds of conduct. Cases of management deadlock and of loss of mutual trust and confidence can be “re-characterised as cases of unfairness” (see Sim Yong Kim at [31]). As the claimant submits, the equitable ground is not confined to those kinds of case. ¹⁹¹

140 The Directors’ lack of probity therefore justifies the claimant’s loss of confidence in the management of the defendant. I now turn to the second reason, the claimant’s want of any means of exit.

141 The claimant has no viable means of withdrawing his capital at fair value, for four reasons: (a) the Articles oblige no member to buy his shares; (b) no member is willing to buy them; (c) the price that the Auditors would have fixed would not have been a fair value; and (d) there is no market for his shares outside the members.

142 The claimant bears the burden of showing that he has no viable exit (see Gan Yuan Hong v Siow Chee Wee [2026] SGCA 8 (“Gan Yuan Hong”) at [11]). He has discharged that burden. A member who seeks a winding up on the equitable ground must show both “a justifiable ground for not maintaining the company as a going concern” and that “there is no available means for him to exit the company” (see Gan Yuan Hong at [11]). “It is this combination that results in a finding of unfairness” (at [11]). Even where there is a loss of trust and confidence, it is being locked in that is unfair (see Perennial (Capitol) Pte Ltd v Capitol Investment Holdings Pte Ltd [2018] 1 SLR 763 (“Perennial”) at [45] and [51]).

143 In the usual case, a viable mechanism for exit therefore negates the unfairness (see Perennial at [51] and Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd [2024] SGCA 27 at [72(d)]). The court evaluates the viability of the mechanism in all the circumstances of each case (see Gan Yuan Hong at [20]). The court must consider whether an option to be bought out at fair value in fact negates the unfairness (see Ting Shwu Ping ([89] supra) at [107(a)]).

144 For the purposes of this principle, neither an oppression action nor a derivative action is a viable means of exit or a bar to a winding up on the equitable ground. I therefore do not accept the defendant’s submission that the claimant has sought the wrong relief and ought to have brought one of those actions instead. ¹⁹² Any such action is a claim to a remedy that the claimant must prove. It is not a means by which he may exit now.

145 A court is not precluded from winding up a company on the equitable ground because an oppression remedy would otherwise be available. There is no statutory requirement that an applicant must first have pursued the alternative remedies available to him (see Sim Yong Kim at [38] and Ting Shwu Ping at [52]). Whether I should make a winding-up order or a purchase order once the equitable ground has been established is a separate question (see [181] below).

146 Articles 33 to 37, subject to which the claimant took his shares, offer a member’s shares first to his fellow members but leave each of them free to decline to buy. Article 33 forbids a transfer to a non-member so long as any member, or any person whom the Directors select, is willing to buy at the fair value. Under Art 34, a member who wishes to transfer gives notice that “shall specify the sum he fixes as the fair value”. The notice makes the defendant his agent to sell to a member at that price or, “at the option of the purchaser, at the fair value to be fixed by the Auditors of the Company”. ¹⁹³

147 Article 35 binds the transferor to sell if the defendant finds a member willing to buy within 14 days. If it does not, Art 36 leaves the transferor “at liberty to sell and transfer the share to any person at any price” within the next two months. Article 37 allows the Directors, in their absolute discretion and without giving any reason, to refuse to register a transfer to a person of whom they do not approve. Article 7A forbids any transfer of shares to a person who is not a Singapore citizen or a Singapore company. ¹⁹⁴ Articles 37 and 7A confine any sale outside the membership.

148 Such a mechanism gives an exit only where another member is willing to buy under it. Where the articles provide a mechanism by which a member may be bought out, and the other members are willing to buy under it, the mechanism should generally be adopted (see Ting Shwu Ping at [107(c)] and Perennial at [67]). In Ting Shwu Ping the other member appeared willing to buy at a price fixed by the company’s auditor (at [108]). A proper application of the mechanism “would seem to take care of the unfairness” of which the applicant complained (at [108]).

149 Perennial does not stand for the proposition that a mechanism no member will use negates the unfairness. It is true that the Court of Appeal in Perennial would not allow members “to march into the court with a winding-up application because they held the view that it was unfair for them to be bound to apply a contractual mechanism that they had agreed to” (at [67]). The members there were equal and in deadlock (at [66]). None of them was willing to rely on the mechanism (at [67]). The Court of Appeal considered that unwillingness immaterial (at [67]), the unwilling parties there being the applicants seeking to escape the mechanism, not would-be purchasers. But the Court of Appeal stated the rule for the case where “the other shareholders are willing to purchase the disaffected shareholder’s shares” (at [67]). And the claimant does not seek to escape the mechanism. Indeed, he attempted to invoke it as best he could (see [153] below).

150 The question is therefore whether the mechanism gave the claimant a viable exit, not whether its terms are fair. That is because he took his shares subject to the mechanism. The claimant bought shares in the defendant in 2001 and took up further shares in the rights issue of 2007, bringing his holding to 4,193 shares. ¹⁹⁵ A member who buys into a company with a buy-out mechanism in its articles consents to that mechanism (see Ting Shwu Ping at [107(f)]).

151 By a notice under Art 34 in October 2024 (the “October 2024 notice”), the claimant attempted to invoke the mechanism under the Articles. But no member was at any time willing to use that mechanism to buy his shares at any price. The October 2024 notice said that the claimant wished to transfer all his shares. ¹⁹⁶ He fixed no price. He said that he could not fix a fair value and proposed instead that a reputable and independent professional valuer, jointly appointed, fix it. His reasons were that the latest accounts were late and did not reflect current value, that his questions since about 2021 had gone without a satisfactory answer and that the Auditors’ opinions had been qualified. The defendant has not replied to the notice. ¹⁹⁷

152 It matters not that, as CSP asserts, the October 2024 notice was defective because the claimant failed in his duty under the Articles as transferor to state a selling price. ¹⁹⁸ I accept that the October 2024 notice did not, for that reason, engage Art 34. The starting point of Art 34 is the sum that the member himself fixes (see [146] above). Because Art 34 was not engaged, the 14-day period in Art 35 never even began to run. So no weight attaches to the fact that no member came forward within that period. But the claimant’s complaint is that the defendant did not reply, even merely to ask him to state a price. ¹⁹⁹ And the question under the second element is whether there is “a ready and available means of ensuring that a party who wishes to exit is able to do so on fair terms” (see Gan Yuan Hong ([142] supra) at [20]). The defect in the October 2024 notice does not show that there was.

153 The October 2024 notice nonetheless suffices to show that the claimant has attempted to invoke the mechanism in the sense required by Ting Shwu Ping at [107(d)]. Unfairness is unlikely to be established where the applicant “has not attempted to invoke the share buy-out mechanism in the company’s articles and the auditors have not been asked to certify a fair price” (at [107(d)]). The claimant not only attempted to invoke the mechanism, but he also explained why he could not fix a price and proposed an independent valuer (see [151] above). The applicant in Ting Shwu Ping, Mdm Ting, likewise proposed a professional valuer (at [14] and [19]). The claimant could not ask the Auditors to fix a value, because Art 34 gives that option only to a purchaser (see [146] above).

154 I find that no member was willing to buy the claimant’s shares at any price. The burden on this point is on the claimant (see [142] above). He has discharged it by the October 2024 notice and the total silence that met it (see [151] above). The defendant received the notice and knows its members. It did not point out the defect in the October 2024 notice or ask the claimant to state a price. There is no evidence that the defendant offered the claimant’s shares to its members or that any member wished to buy them.

155 The bare possibility of a sale to his fellow members, at no price anyone has ever fixed, is not an exit at fair value. I therefore do not accept the defendant’s submission that the claimant is not trapped because he can sell his shares to fellow members. ²⁰⁰ When I asked to whom and at what price, defendant’s counsel named no particular member and no price. ²⁰¹ When I asked whether anything had come of the claimant’s attempt under the Articles, counsel knew of nothing and said that it had broken down. ²⁰²

156 Even had a member been willing to buy, the Auditors’ price under Art 34 would not have given the claimant a fair value, under either of two exceptions in Ting Shwu Ping. The impropriety exception applies where there is “bad faith or plain impropriety in the respondents’ conduct (eg, by conduct which has affected the value of the shares)” (at [107(c)]). The valuer exception applies where “the impartiality or fairness of the valuer is open to serious doubt” (at [113]).

157 The impropriety exception is engaged. The Directors’ conduct is plain impropriety within Ting Shwu Ping at [107(c)]. The Directors have kept the defendant’s money with companies in which they are interested, on no terms, without ever seeking the members’ approval. That is approval that s 163 of the Companies Act appears to have required (see [112] above). That money is the asset on whose recoverability the Auditors have been unable to form an opinion for seven years (see [25] above). More than $10m has stood with the Borrowers for about 20 years. Since 2015, that has been by the Directors’ decisions alone (see [20], [32] and [35] above). That sum is in economic substance the defendant’s retained earnings (see [80] above). Much of the value of the claimant’s shares therefore depends on the recoverability of the Related Party Loans. The Auditors cannot assess that recoverability because the Directors have neither fixed terms for the Related Party Loans nor given the Auditors any evidence of recovery (see [90] above). A valuation by the Auditors could do no more than adopt the value at which the Directors carry the Related Party Loans in the accounts, or discount that value for an uncertainty that the Directors themselves have created. Either way, the Directors’ own conduct would fix much of the price at which the claimant must sell. That is impropriety of the kind that Ting Shwu Ping contemplates. It is impropriety that has so affected the value of the shares as to make it inappropriate to deal with the matter by a straightforward valuation (see Ting Shwu Ping at [72] and [114]).

158 Each exception suffices on its own, and the valuer exception is also engaged. For seven years the Auditors have been unable to verify the balances that any valuation must resolve. The valuers under Art 34 are the Auditors (see [146] above). The Auditors qualified their opinion for each of those years because they had insufficient evidence of the timing and amount of any recovery of the Related Party Loans (see [25] above). Those qualifications were neither automatic nor routine (see [91] above). A change of auditor would not cure that want of verification, because any auditor would face the same want of evidence from the Directors (see [90] above).

159 The applicant bears the burden of proving genuine concerns about the accounts (see Ting Shwu Ping at [120]). Concrete proof of genuine problems with the accounts, not mere suspicion, is needed (at [124]). Seven years of qualified opinions on the Related Party Loans are concrete proof of that kind. A valuer who cannot verify those balances cannot fix a fair value of the shares. The fairness of the Auditors as valuers is therefore open to serious doubt.

160 A minority stake in the defendant has no market outside its members. The claimant’s evidence is that no third party is likely to buy a minority stake in a private company in the defendant’s financial state. ²⁰³ Defendant’s counsel accepts that, the members being family only, there is no opportunity to sell the claimant’s shares to a third party. ²⁰⁴

161 A non-member buyer would take a minority stake in a company whose accounts are qualified (see [25] above) and which has declared no dividend since 2007 (see [77] above). Where a minority member “has the theoretical option of selling his shares but in practical terms is unable to find a market for those shares”, the court “might well find such an exit mechanism to be unviable” (see Gan Yuan Hong ([142] supra) at [21]). I find that the claimant is in that position.

162 The liberty in Art 36 to sell to any person at any price does not give the claimant a viable exit, contrary to the defendant’s submission that the claimant is not entirely trapped because the option of selling his shares still exists. ²⁰⁵ The liberty in Art 36 arises only after a notice that fixes a price and 14 days in which no member is found (see [147] above). Even then, Art 7A confines any buyer to Singapore citizens and Singapore companies (see [147] above). And Art 37 lets the Directors refuse to register a transfer without giving a reason. The liberty in Art 36 is the theoretical option of sale that Gan Yuan Hong describes (see [161] above).

163 The claimant therefore has no viable means of withdrawing his capital at fair value. Together with the Directors’ lack of probity, which justifies his loss of confidence (see [134] above), that makes it just and equitable to wind the defendant up.

164 I now turn to consider the insolvency ground. Because I have found both the unfairness ground and the equitable ground established, I deal with it briefly.

165 It is unnecessary to decide the insolvency ground. A finding that the defendant is unable to pay its debts could have led only to the winding-up order that I have declined to make. A purchase order under s 125(3) of the Act is available only if an applicant succeeds on the unfairness ground or on the equitable ground. I have found that the claimant succeeds on both of those grounds (see [18], [74] and [119] above). Claimant’s counsel maintained the insolvency ground on instructions but did not develop it orally. ²⁰⁶ I state my view on it briefly.

166 Had it been necessary to decide the insolvency ground, I would have found that the claimant had not proved that the defendant is unable to pay its debts. ²⁰⁷ As the defendant submits, neither of the events on which ss 125(2)(a) and 125(2)(b) of the Act deem a company unable to pay its debts has occurred. ²⁰⁸ The claimant must therefore prove to the satisfaction of the court that the defendant is unable to pay its debts (s 125(2)(c)). Both parties accept that the cash flow test is the sole test of that inability. ²⁰⁹ That test asks whether the company’s current assets exceed its current liabilities such that it is able to meet all its debts as and when they fall due (see Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd [2021] 2 SLR 478 (“Sun Electric”) at [56] and [65]). Current assets and current liabilities are the assets that will be realisable, and the debts that will fall due, within 12 months (at [65]).

167 The SJE’s opinion is that the defendant “is likely able to meet all debts as and when they fall due”. ²¹⁰ That opinion rests on two things: (a) the defendant’s recurring rental income; and (b) the headroom in its revolving credit facility with UOB (see [27] above and [168] below). ²¹¹ On the SJE’s base case, the defendant would end the 12 months of his projection with a surplus of $46,629 without drawing on that facility. ²¹² I accept the SJE’s opinion, as the defendant submits I should. ²¹³

168 The shortfall in the SJE’s conservative case does not show that the defendant is unable to pay its debts as they fall due. The undrawn secured facility is available to meet the shortfall. The claimant submits that I should adopt the more conservative projection. ²¹⁴ On that projection, the defendant would have a shortfall of $98,021. ²¹⁵ Of the facility’s $6m limit, $5.45m is undrawn. ²¹⁶ A single drawing of the minimum of $500,000 would turn the shortfall into a surplus of $401,979. ²¹⁷

169 I do not accept the claimant’s submission that the facility ought to be left out of account. The claimant submits that the defendant’s reliance on the facility amounts to circular financing. But in applying the cash flow test, the court takes a commercial rather than a technical view of insolvency (see Sun Electric at [66]). The court may therefore consider whether a shortfall in liquid assets could be made up by borrowings repayable later than the debts (see Sun Electric at [69(h)]). The UOB facility is just such an arrangement. Drawing on it to meet a shortfall is not circular financing. It is true that UOB may cancel the facility and demand repayment at any time without notice. ²¹⁸ But that power goes only to the likelihood that the facility remains available. The SJE considered it reasonable to assume that it would. ²¹⁹

170 Neither the gaps in the defendant’s records nor the Auditors’ going-concern reservations supply a deficit that the figures do not show. The claimant submits that the SJE’s report is unreliable because the defendant did not give him critical financial documents. On that basis, he urges me to draw an adverse inference against the defendant. ²²⁰ The SJE listed the records he did not receive. Among them is the defendant’s cash flow forecast for 2026. ²²¹ He accepts that their absence hampered his review. ²²² But his opinion is that their absence is unlikely to change his conclusion. ²²³ In Sun Electric the same submission was made (at [72]). The Court of Appeal decided the appeal on the deficit that the company’s own figures showed (see Sun Electric at [73]–[75]). Here the figures show no deficit that the headroom on the UOB facility cannot more than meet (see [168] above).

171 As for the claimant’s second point, the Auditors’ going-concern reservations likewise do not show that the defendant is unable to pay its debts. I do not accept the claimant’s submission that the reservations in the audited accounts for 2018 to 2022 make a prima facie case of insolvency. ²²⁴ The Auditors did not repeat the reservation in the accounts for 2023. ²²⁵ Each reservation states that the Auditors’ opinion is not modified, or not qualified, in respect of that matter. ²²⁶ A reservation in those terms simply serves to draw attention to an uncertainty. It does not amount to a finding that the defendant cannot pay its debts.

172 The defendant’s guarantee of BTVP’s bank borrowing does not show that the defendant is unable to pay its debts. A call on the guarantee within the near future is unlikely. In deciding whether a company is unable to pay its debts, the court must take into account its contingent and prospective liabilities (s 125(2)(c) of the Act). But a contingent liability bears on the cash flow test only according to whether it will fall due in the near future and whether payment is likely to be demanded (see Sun Electric at [68] and [69(b)]). The guarantee secures BTVP’s $23m facility from DBS Bank Ltd (see [52] above). BTVP’s borrowing is about 42% of the $55.41m value of its properties. ²²⁷ BTVP’s facility has been granted since 2010 and is renewable monthly. ²²⁸ The SJE was given no evidence that BTVP is in default. ²²⁹ His opinion is that the guarantee is unlikely to be called at any stage. ²³⁰ He therefore included no cash outflow for it in his projections. ²³¹ I accept that opinion.

173 No evidence after the date of the SJE’s report shows a change in the defendant’s position. In Sun Electric the Court of Appeal assessed the company’s ability to pay as at the date of the winding-up hearing (at [50] and [74]). The SJE’s projections run to the end of 2026 on a 12-month horizon. ²³² They cover the date of the hearing.

174 The claimant relies on a notice from the Accounting and Corporate Regulatory Authority of its intention to strike TBPL off the register. ²³³ TBPL has objected to the notice. The authority approved the objection in April 2026. TBPL was not struck off. ²³⁴ In any event, the notice could go only to the Related Party Loans owed by TBPL. The SJE already excludes the Related Party Loans from the defendant’s available liquidity (see [80] above).

175 Had it been necessary to decide the insolvency ground, the claimant would therefore have failed on it.

176 I now turn to the remedy. The claimant having established the unfairness ground and the equitable ground, the question is whether I should make a winding-up order or, instead, a purchase order.

177 When this application came before me on 8 April 2026, I pointed out that the application sought only one substantive prayer, for the defendant to be wound up, with no alternative prayer for a purchase. ²³⁵ I observed that a minority member whose interests were being disregarded would ordinarily seek to retrieve his capital and exit, either by a buy-out or by a capital reduction. ²³⁶ Claimant’s counsel took instructions and applied the same day to add a prayer asking for a purchase order under s 125(3) of the Act. ²³⁷ When I asked which relief was the claimant’s primary relief, counsel answered that he thought it was the purchase order, failing which it was a winding-up order. ²³⁸

178 I allowed the amendment. I was satisfied that it would cause the defendant no prejudice for which costs would not be an adequate remedy. Defendant’s counsel accepted that he would have no basis to object on the ground of lateness if an adjournment were given and costs awarded. ²³⁹ He also accepted that he could argue whether any of the grounds for a winding-up order under s 125(1) of the Act was made out on the evidence already before the court. ²⁴⁰ I therefore confined the hearing before me to whether a ground was made out and left the terms of any purchase order, if one were to be made, to a later phase. ²⁴¹

179 On my finding thus far, my discretion to make a purchase order under s 125(3) of the Act has been enlivened (see Perennial ([142] supra) at [82]). That is because I have found that the claimant has established both the unfairness ground and the equitable ground. Section 125(3) provides that, on an application to wind up a company on the unfairness ground or the equitable ground, “instead of making an order for the winding up”, the court may, “if it is of the opinion that it is just and equitable to do so”, order the shares of one or more members “to be purchased by the company, or by one or more other members, on terms to the satisfaction of the Court”. As the defendant submits, and as the claimant accepts, the power is not a free-standing remedy. ²⁴² A ground under s 125(1)(f) or s 125(1)(i) must first be established (see Ting Shwu Ping ([89] supra) at [40], [42] and [46] and Perennial at [77]).

180 I now turn to set out: (a) why it is just and equitable to make a purchase order instead of a winding-up order; ²⁴³ and (b) why an order for the defendant to purchase its own shares is compatible with both the Companies Act and the Articles.

181 I find it just and equitable to make a purchase order instead of a winding-up order for three reasons: (a) a winding-up order would force sales of the defendant’s properties to the detriment of members who bear no responsibility for the Directors’ conduct; (b) a purchase meets the claimant’s whole grievance without inflicting that detriment; and (c) neither party seeks a winding-up order.

182 First, a winding-up order would force the sale of the defendant’s properties, to the detriment of the long-term economic basis on which members other than the claimant have invested in the defendant (the “remaining members”). The defendant’s investment properties are freehold. The defendant’s accounts record that it holds these properties for long-term rental yields or capital appreciation, or both. ²⁴⁴ That reflects the Founder’s belief that “property values will appreciate in value in the long term, in land-scarce Singapore”. ²⁴⁵ A winding-up order would force the sale of those properties, with the risk of consequential detriment to the remaining members. There is also a risk of consequential detriment to BTVP, whose bank borrowings are guaranteed by the defendant (see [52] above). ²⁴⁶

183 The Directors alone have engaged in and are responsible for the conduct that I have found to be objectionable (see [35] above). The other members have not engaged in that conduct and bear no responsibility for it. The question is whether it would, in all the circumstances of the company, be just and equitable to make a purchase order. In considering that balance, the court may compare the consequences for the parties of a winding-up order and of a purchase order (see Ting Shwu Ping at [79]). The question is whether the judicial cure is worse than the corporate illness (see Sim Yong Kim ([136] supra) at [46]). Here a winding-up order would be.

184 It is true that a purchase order may require the defendant to sell or borrow against some of its assets to pay the price. ²⁴⁷ But the remaining members keep their interest in the defendant and in the equity of redemption and in the assets it will continue to hold. A purchase at fair value takes nothing from them. The defendant pays for the claimant’s shares what they are worth. The value of each remaining member’s holding is therefore unchanged. Any member who would rather hold the claimant’s shares than see the defendant buy them may elect to buy them at the same value (see [226] below). As the defendant submits, a winding-up order would be wholly disproportionate and could lead to a distressed sale of some or all of the properties. ²⁴⁸

185 Second, a purchase at fair value meets the whole of the claimant’s grievance. A winding-up order would go well beyond it. The claimant’s grievance is the denial to him of any return on his investment, the lack of any meaningful insight into how the defendant’s affairs are conducted and his consequent loss of confidence in its management (see [119] and [134] above). ²⁴⁹ A purchase at fair value returns to the claimant his rateable share of the defendant’s economic value. It also terminates his membership. A winding-up order would end the membership of every other member as well.

186 Third, neither party seeks a winding-up order. When he applied to amend, claimant’s counsel characterised a purchase order as his primary relief (see [177] above). Defendant’s counsel said that he did not have his client’s clear answer as to its preference of remedy. But even he had to accept that, as a matter of logic, any company would prefer not to be wound up. ²⁵⁰ A contributory such as the claimant has no prima facie right to a winding-up order simply upon establishing one of the grounds in s 125(1) (see Foo Peow Yong ([120] supra) at [44]). The court retains a residual discretion to decline to make a winding-up order even where one of those grounds is established (see Foo Peow Yong at [59]). Where neither party before me seeks a winding-up order, that discretion points to the more limited remedy.

187 The claimant’s belated preference (see [177] above) for a purchase order as his primary relief does not show that he brought the application for a collateral purpose. It is true that, if a member has available a remedy under s 216 of the Companies Act, the member’s act in seeking a purchase order as the primary relief on a winding-up application may support an inference that the member has brought the application for a collateral purpose (see Ting Shwu Ping at [59] and [60]). But counsel’s answer describes the relief that the claimant came to prefer only after I had raised it. It does not describe the objective with which the claimant brought the application. The application as brought sought a winding-up order and nothing else (see [5] above). Nor does the claimant’s motive answer his claim (see [136] above).

188 The defendant relies on its ability to pay its debts as a reason not to make a winding-up order. ²⁵¹ But none of the three reasons I have given depends on the defendant’s solvency. And how the defendant is to pay the price, and how its creditors are to be protected, are matters I have reserved to the valuation phase (see [193] below).

189 For all of these reasons, I consider it just and equitable to make a purchase order instead of a winding-up order.

190 The prohibition in s 76(1A) of the Companies Act on a company acquiring its own shares yields to an order of court that requires the defendant to purchase its own shares. ²⁵² Section 76(1A) forbids a company to acquire its own shares except as that Act otherwise expressly provides. Section 76(8)(h) provides that nothing in s 76(1A) prohibits “the purchase by a company of shares in the company pursuant to an order of a Court”. An order under s 125(3) of the Act is just such an order.

191 The solvency and other conditions in ss 76B–76G of the Companies Act do not govern the purchase. Section 76B(10) provides that nothing in those sections “is to be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares”. I need decide no more than that, because the matters that remain are reserved to completion (see [193] below).

192 Nothing in the Articles precludes an order requiring the defendant to purchase its own shares. Article 46C was inserted by special resolution in 2012. It permits the defendant, “subject to, and in accordance with the provisions of the [Companies] Act”, to purchase or otherwise acquire its own shares. ²⁵³ Article 46D regulates shares so acquired that are held in treasury. ²⁵⁴ The defendant used that power in 2012 to buy 275 shares from the Founder’s estate by a selective off-market purchase. ²⁵⁵ It holds them in treasury at a cost of $469,425. ²⁵⁶

193 I have reserved three matters to the hearing at which I will determine the value and direct completion of the purchase: (a) the fund from which the price is paid and the appropriate protection of the defendant’s creditors; (b) whether the shares that the defendant buys are cancelled or held in treasury, given the 10% limit on treasury shares (see ss 76H(1) and 76I(1) of the Companies Act); and (c) the consequence for the defendant’s capital. ²⁵⁷

194 Those matters will be the subject of the parties’ submissions at that time. ²⁵⁸

195 The purchase order that I have made is set out in the Annex to these grounds. I now give my reasons for the principal terms of the purchase order.

196 It is the court, not the valuer, that must determine the fair value of the claimant’s shares. Section 125(3) of the Act empowers the court to order a purchase “on terms to the satisfaction of the Court” (see [179] above). The price is the chief of those terms. I therefore approach this application by analogy to the ordinary civil action in which the court determines liability in one phase on one set of evidence and then, if liability is established, determines compensation in a separate phase on a separate set of evidence. ²⁵⁹ The SJE is to give the court a reasoned report of his opinion on fair value. ²⁶⁰ I will then determine the fair value at a further hearing in the second phase of this application, after considering the SJE’s valuation report, after considering his answers to the parties’ questions and after considering the parties’ submissions. ²⁶¹ Neither counsel objects to that approach. ²⁶²

197 The SJE’s opinion will therefore inform the price that I determine but does not decide it. On a petition for unfair prejudice under s 75 of the Companies Act 1980 (c 22) (UK), the price to be paid is the price that the court in its discretion determines to be proper (see Re Bird Precision Bellows Ltd [1986] Ch 658 (“Bird Precision Bellows”) at 669). Construing the order before the court in that case, Oliver LJ considered that the court had no jurisdiction to act as “a sort of arbitrator between experts” (see Bird Precision Bellows at 670). He doubted what purpose there would be in involving the court at all if all that was sought was an order for purchase at market price (see Bird Precision Bellows at 673).

198 My approach follows the High Court’s application of Bird Precision Bellows to a purchase under s 216 of the Companies Act (see Poh Fu Tek v Lee Shung Guan [2018] 4 SLR 425 (“Poh Fu Tek”) at [31]). The SJE’s opinion is relevant in the second phase of this application because the court is likely to derive assistance from it (see s 47(1) of the Evidence Act 1893). But the court must not defer too readily to share valuers, because valuation raises questions of law and principle as well as questions of accounting (see Poh Fu Tek at [27] and [33]).

199 It is also the case that determining the price is an exercise of the judicial power that Art 93 of the Constitution of the Republic of Singapore (2020 Rev Ed) vests in the courts. ²⁶³ It would not be right to leave the value to a valuer alone to determine without further judicial involvement. ²⁶⁴

200 I do not accept the defendant’s submission that the Auditors should value the shares under Art 34 of the Articles. The defendant makes this submission because Art 34 provides for that mechanism and because it would cost less. ²⁶⁵ I give three reasons. First, valuing shares and auditing accounts call for different skills. ²⁶⁶ Second, there is no evidence that there is an auditor who could value the shares. Defendant’s counsel could not name the auditor, because the defendant is changing its auditor. ²⁶⁷ Third, Art 34 is not a mechanism from the corporate constitution that is of general application, requiring the Auditors for the time being to value the shares in all cases. Article 34 applies only where a member gives notice that he proposes to transfer his shares. Even then, the Auditors fix the fair value only at the option of the purchaser (see [146] above). ²⁶⁸ I have in any event found that the Auditors’ price under Art 34 would not have been a fair value (see [156] above).

201 I have reappointed the SJE, this time to value the shares. He has already done the groundwork. His fee estimate is reasonable. ²⁶⁹ The defendant is concerned that his fee for this work, a cap of US$55,000 for six weeks’ work, is higher than his fee for his first report. ²⁷⁰ But a new expert would have to start from the beginning without his background knowledge. I consider it unlikely that any other single joint expert would do the work for less. ²⁷¹

202 The claimant’s shares are valued at his rateable proportion of the value of the defendant as a whole, without any discount for lack of control or marketability. ²⁷²

203 A member bought out under s 125(3) of the Act on the unfairness or the equitable ground is an unwilling seller. That is so even though he is the person who seeks the purchase order. A member may be regarded as an unwilling seller where the unfair conduct of the majority has made it no longer tolerable for him to retain his interest in the company, whether or not the company is a quasi-partnership (see Liew Kit Fah v Koh Keng Chew [2020] 1 SLR 275 (“Liew Kit Fah”) at [30] and [33]). The principle turns on why the member sells, not on the capacity in which those whose conduct drives him out acted. In Liew Kit Fah the unwillingness was said to stem from the unfair prejudice that the seller suffered (at [31] and [33]). And the oppression remedy considered there extends to the exercise of the directors’ powers (s 216(1)(a) of the Companies Act). The claimant is driven to sell by the Directors’ conduct of the defendant’s affairs, the very conduct on which the unfairness ground and the equitable ground are established (see [134] above). That the Directors also hold the majority of the defendant’s shares only strengthens the point.

204 The Court of Appeal’s caution that a purchase order made in the absence of a finding of minority oppression does not of itself make the seller unwilling (see Liew Kit Fah at [34] and [60]) was directed at a consent order made after the sellers had elected not to pursue their oppression action (at [35] and [50]). The claimant has abandoned nothing. He has established, after a contested hearing, that those in control of the defendant have conducted its affairs unfairly and unjustly to him. That is the proven misconduct on which the principle rests (at [34]).

205 A seller in the claimant’s position is almost invariably bought out without a minority discount for lack of control. A discount would not allow him to realise the full value of his investment (see Liew Kit Fah at [49]). The court may choose not to apply any discount at all where the oppressive acts of the majority have forced the minority out of the company (at [57]).

206 The defendant has not established that applying a discount would be fair and equitable in the circumstances of this case. The party advocating the discount bears the burden of proof without the aid of any presumption (see Thio Syn Pyn v Thio Syn Kym Wendy [2019] 1 SLR 1065 at [19]). Defendant’s counsel accepts that the principle is the position on the authorities. ²⁷³ He has no authority for any principle that would support applying a discount in this case. ²⁷⁴

207 That the defendant is a private company is a reason to apply the principle, not to depart from it. I reject the defendant’s submission that a discount should apply because it is a private company. ²⁷⁵ Indeed, it is to private companies that the principle applies with particular force. A member of a private company who is driven to exit is locked in because there is no market for his shares and the directors control the transfer. ²⁷⁶ The claimant is locked in in just that way. The Directors may in their absolute discretion refuse to register a transfer of his shares (see [147] above). There is no market for his shares outside the members (see [160] above).

208 The same is true of any discount for lack of marketability. That discount reflects the difficulty of selling shares in a private company as a result of its transfer restrictions (see Liew Kit Fah at [46]). Here that difficulty is part of the want of any viable exit that I have found (see [160] and [162] above). The purchaser under the purchase order is the defendant itself, or a member who elects to buy. No sale to an outsider is being valued. In Liew Kit Fah the Court of Appeal left the marketability discount to the valuer, in the case of willing sellers under a consent order (at [50] and [59]). This is not such a case.

209 A discount would be all the less fair where the company itself buys, because it would accrue to the remaining members. The Directors are foremost among them. CSP and CSB are the defendant’s largest members (see [37] above). CSP holds 6,875 shares and CSB holds 5,982. Together, they hold 12,857 shares in all. ²⁷⁷ Once the defendant has purchased the claimant’s shares, CSP and CSB will together hold 12,857 of the remaining 17,532 shares outside treasury, about 73%. Therefore, about 73 cents of every dollar of any discount would accrue to CSP and CSB.

210 The defendant is to be valued primarily on its net assets, taken at fair market value on up-to-date independent valuations, as a going concern and not as a company being wound up. ²⁷⁸ The defendant is an asset-holding company. Its principal assets are its four investment properties at Yuk Tong Avenue and its 75% interest in BTVP (see [52] above). On the valuation reports before the SJE, the four properties have a market value of about $18.56m. ²⁷⁹ BTVP’s own properties are valued at about $55.4m (see [172] above).

211 A separate valuation of the defendant’s income would add nothing. Part of the capital value of its properties already reflects their ability to earn income. The defendant submits that an adjusted net asset basis is unduly restrictive because it ignores the income that the defendant’s assets produce, and that the valuer should be free to choose his method. ²⁸⁰ But income was the only factor that defendant’s counsel raised. ²⁸¹ In any event, the word “primarily” in para 4(b) of the purchase order leaves the SJE sufficient latitude to take account of any other relevant factor in the exercise of his professional judgment.

212 The SJE will value the shares as at 3 February 2025 (the date of the application) and as at 21 May 2026 (the date of my decision). ²⁸² I will decide which date is to be the valuation date after hearing the parties.

213 The choice between the two dates is better made once the SJE’s figures are known. The claimant submits that the shares should be valued at whichever of the two dates gives the higher value. ²⁸³ The defendant submits that the date of the application alone is the correct date, because that is when the claimant evinced his intention to wind the defendant up or to realise his interest in it. ²⁸⁴ Prima facie, an interest in a going concern is valued at the date on which it is ordered to be purchased, subject to the overriding requirement that the valuation be fair on the facts (see Profinance Trust SA v Gladstone [2002] 1 WLR 1024 at [60]–[61] and Poh Fu Tek ([198] supra) at [51]). Which date is the fairer date depends on how the value of the defendant moved between the two dates. Defendant’s counsel accepts that valuing the shares at both dates, with my determination to follow after hearing from the parties, is the fairer approach. ²⁸⁵

214 The SJE is to bring the Related Party Loans into account in his valuation on three bases: (a) at nil; (b) at full book value; and (c) at fair recoverable value. I will decide which basis to apply after hearing from the parties. ²⁸⁶ Applying the first two bases is a matter of arithmetic. The SJE’s expert opinion is needed only to apply the third basis. ²⁸⁷

215 I do not accept the claimant’s submission that the Related Party Loans should be taken now at book value because the Directors represented in the accounts that they are recoverable assets. ²⁸⁸ The purpose of the purchase order is to let the claimant retrieve his capital and exit the company. I have made it instead of a winding-up order because it is just and equitable to do so in all the circumstances of this case (see Ting Shwu Ping ([89] supra) at [79]). The purpose of the purchase order is not to let the claimant recover loss that the defendant has suffered by reason of any wrongs by the Directors. ²⁸⁹ I have made no finding that the Directors are liable for any margin between the book value and the recoverable value of the Related Party Loans. ²⁹⁰

216 Taking the Related Party Loans at book value now would treat that margin as a loss that the remaining members must make good to the claimant through the price. The remaining members include the Directors, but also include members who are not the Directors. The position of those members is no different from the claimant’s position (see [82] above). The Directors’ representations in the accounts do not alter the economic value of the claimant’s shares. It is that value that the SJE is to render his opinion on. ²⁹¹

217 My direction in para 5 of the purchase order that the SJE is to disregard any diminution brought about by the Directors’ conduct does not pre-empt the choice between the three bases. ²⁹² Whether the margin between the book value and the recoverable value of the Related Party Loans is a diminution of that kind, or simply part of the defendant’s actual value, is the question that the three bases leave open. For the rest of the conduct I have found, such as the defendant’s assumption of CRPL’s expenses (see [48] above), the direction operates directly.

218 As the defendant submits, impairment is a matter for the SJE’s opinion. It is not a question to be settled now by taking the loans at book value. ²⁹³ But the SJE cannot form that opinion without a basis. That basis is the financial health of the Borrowers. ²⁹⁴ Paragraphs 6 to 8 of the purchase order therefore require the defendant to preserve and produce its own records and, in so far as it is within the defendant’s power and control, those of the Borrowers and BTVP. ²⁹⁵

219 When asked, defendant’s counsel had no instructions on whether the defendant would procure the Borrowers’ co-operation with the SJE. ²⁹⁶ If the defendant does not take the steps within its control to secure that co-operation, the SJE will have no basis on which to assess impairment. ²⁹⁷ Book value may then be the only practicable basis to take the Related Party Loans into account. Claimant’s counsel was concerned that the SJE would have to look into the affairs of three companies outside the defendant. ²⁹⁸ But the SJE is to form an opinion on recoverability, not to determine it (see [196] above).

220 The treasury shares are excluded from the denominator of the claimant’s proportion, because no distribution may be made on them (see s 76J(4) of the Companies Act). The value of the treasury shares is therefore notionally distributed among the other holders in proportion to their holdings. Deducting the treasury shares from the denominator gives arithmetic effect to that notional distribution. ²⁹⁹ The claimant’s proportion of the defendant’s total value is therefore 4,193 shares of 21,725 shares, or about 19.3%. ³⁰⁰

221 I do not accept the defendant’s submission that the claimant’s actual shareholding is significantly less than his arithmetic shareholding of just over 19% simply because he bought part of his shares with money borrowed from CRPL and that loan remains largely unpaid (see [137] above). ³⁰¹ Any such debt is owed to CRPL, not to the defendant. The debt has no effect on his title to any of his shares in the defendant. And the defendant is not his creditor. So the defendant has nothing to set off against the price due to the claimant. The claimant’s debt to CRPL bears on the price of his shares only as an asset of CRPL. That asset goes to CRPL’s ability to repay what it owes the defendant and will be a factor for the SJE under para 5(a)(iii) of the purchase order (see [214] above).

222 The withheld dividends need no separate adjustment. Paragraph 5(b) of the purchase order directs the SJE to value the claimant’s shares on the basis that the defendant’s retained earnings are intact and reflected at full value in its net asset value. ³⁰² The SJE is to report only whether any further allowance is needed. Claimant’s counsel accepts that the unpaid dividends will be captured in the valuation. ³⁰³ So far as the retained earnings were lent to the Borrowers, they are brought in once, with the Related Party Loans (see [214] above).

223 The purchase order makes no provision to write back the Directors’ remuneration. I have made no finding that it was excessive or indeed unearned. Claimant’s counsel accepts that, without such a finding, the remuneration is not a matter for the SJE. ³⁰⁴

224 The defendant is to bear the costs of the valuation in the first instance. The defendant is the party against whom liability has been established. The defendant submits that the costs ought to be split, because the valuation benefits the claimant as well. ³⁰⁵ But I have found liability in favour of the claimant. The costs of the assessment that follows therefore fall, in the first instance, on the defendant. The words “in the first instance” leave their ultimate incidence open for submissions at the conclusion of the second phase of this application. In the meantime, the defendant may protect itself by making an offer that the claimant accepts, or by making a reasonable offer that the claimant fails to accept. ³⁰⁶

225 The claimant may apply on default in completion for further orders. I have expressly included the possibility of applying for a winding-up order. But a winding-up order is not an automatic result of default in completion. ³⁰⁷ I do not accept the defendant’s submission that the purchase order should not refer expressly to a winding-up order. ³⁰⁸ It is true that I have just declined to make a winding-up order. But that is only because I have made a purchase order instead. If, for whatever reason, the defendant fails to purchase the claimant’s shares, it will remain res judicata that the claimant has established two of the grounds for a winding-up order. ³⁰⁹ In that situation, there is no reason why that order should no longer be available to the claimant, albeit not automatic. The defendant is equally at liberty to seek alternative directions, such as an extension of time, if there are extenuating circumstances. ³¹⁰ Defendant’s counsel accepts that the express reference to a winding-up order in this situation makes no real difference of substance. ³¹¹

226 On any such application I would again have to weigh the position of the remaining members. Each of them will by then have had the option to buy the claimant’s shares at fair value. ³¹²

227 For these reasons, I have found the unfairness ground and the equitable ground established and have found it unnecessary to decide the insolvency ground. I have declined to make a winding-up order, finding it just and equitable to order the defendant to buy all of the claimant’s 4,193 shares in the defendant at a fair value that I will determine, under s 125(3) of the Act, on the terms set out in the Annex.

228 I have reserved the costs of the application thus far, including the costs of the amendment. ³¹³ I will deal with them at the hearing in the second phase of this litigation at which I will determine the value. ³¹⁴

1. The defendant shall purchase from the claimant, and the claimant shall sell to the defendant, all of the 4,193 ordinary shares in the capital of the defendant now registered in the name of the claimant (“the Sale Shares”) free from all encumbrances and together with all rights attaching to them as at the date of completion, at the fair value to be determined by the Court in accordance with this Order.

2.  Without prejudice to paragraph 1, any of the defendant’s members may, within 28 days after the date on which the Court determines the fair value of the Sale Shares, elect in writing to purchase all or a specified number of the Sale Shares at that fair value and on the terms of this Order. If any such election is made and performed, the defendant’s obligation under paragraph 1 shall be discharged to the corresponding extent.

3.  Mr Jason Kardachi be and is hereby appointed as the single joint expert (“SJE”) to inquire into and furnish to the court by 17 July 2026 a written, reasoned report on the fair value of the Sale Shares arrived at in accordance with this Order and which sets out his opinion, the bases and assumptions on which it is formed, and (to the extent necessary) his workings.

4. The SJE shall value the Sale Shares on the following bases:

(a)  Standard of value: fair value, being the claimant’s rateable proportion of the value of the defendant as a whole, without any discount for the lack of control or for the lack of marketability of the Sale Shares;

(b)  Basis of value: the defendant being an asset-holding company whose principal assets are real estate and its interest in Bukit Timah View Property Pte Ltd (“BTVP”), the value of the defendant is to be assessed primarily on a net asset basis, taking the defendant’s assets at their fair market values as established by up-to-date independent valuations, and on the basis that the defendant is a going concern;

(c)  Proportion: the fair value of the Sale Shares shall be the relevant proportion of the value of the defendant computed by reference to the defendant’s issued ordinary shares excluding the 275 ordinary shares held in treasury (that is, 4,193 of 21,725 ordinary shares); and

(d)  Reference date: the SJE shall give his opinion of the fair value of the Sale Shares as at 3 February 2025 and as at 21 May 2026.

5. In valuing the Sale Shares, the SJE shall disregard any diminution in the value of the defendant brought about by the conduct found by the Court in its decision of 21 May 2026 and shall give effect to the following directions.

(a) Related Party Loans. The SJE shall bring the amounts due to the defendant from Chuang Realty (Private) Limited (“CRPL”), Tropical Builders (Pte) Limited (“TBPL”) and Chuang Uming (Pte) Ltd (“CUPL”) (“the Related Party Loans”), recorded at $10,191,550 as at 31 December 2024 into account on the three following alternative bases:

i. at nil;

ii. at their full book value; and

iii. at their fair recoverable value to the defendant, having regard among other things to the asset backing of the Borrowers (including the fair values of the investment properties of CRPL and CUPL), the materially weaker position of TBPL, and the time, encumbrance, priority and realisation risks affecting recovery.

(b) Dividends. The defendant having paid no dividend since 2007, the SJE shall value the Sale Shares on the basis that the defendant’s retained earnings are intact and reflected at full value in the net asset value of the defendant, and shall report whether and to what extent (if at all) any further adjustment or allowance falls to be made on account of the non-payment of dividends.

(c) Treasury shares. The 275 ordinary shares bought back by the defendant from the estate of the Founder in 2012 and held in treasury (carried at $469,425) shall be excluded from the issued ordinary shares for the purpose of computing the claimant’s proportion under paragraph 4(c) above.

(d) Investment in BTVP and investment properties. The Expert shall take the defendant’s four investment properties at Yuk Tong Avenue, and the defendant’s 75% interest in BTVP, at their fair market values as established by up-to-date independent valuations, and shall take into account the defendant’s contingent liabilities, including its guarantee of the bank borrowings of BTVP.

6. Pending completion of the valuation exercise pursuant to this order, the defendant shall preserve all accounting, financial, banking, corporate and property records relevant to the valuation exercise including but not limited to:

(a) the defendant’s management accounts and subledgers;

(b) the defendant’s audited financial statements;

(c) all agreements, ledgers, statements of account, bank statements and ageing schedules relating to the Related Party Loans;

(d) the audited financial statements and management accounts of BTVP;

(e) the underlying professional valuation reports referred to in the accounts of the defendant and of the related parties; and

(f) such minutes of the board and general meetings of the defendant as may be relevant.

(“the Records”).

7. The defendant shall, within such period as the SJE may reasonably direct, produce or make available to the SJE all such Records as he may reasonably require for the valuation exercise.

8. The defendant shall, so far as it is within its power and control, preserve the corresponding Records (mutatis mutandis) of CRPL, TBPL, CUPL and BTVP and produce them to the SJE within such reasonable time as the SJE may reasonably require.

9. The parties shall be at liberty to make written representations and to provide documents to the SJE for the purposes of this valuation exercise, in each case with a copy to the other party.

10. The costs and expenses of this valuation exercise shall be borne by the defendant in the first instance, without prejudice to any order as to the ultimate incidence of those costs to be made upon the final disposal of HC/CWU 34/2025.

11. The Court shall determine the fair value of the Sale Shares at a further hearing to be fixed on or after 21 August 2026, after taking into consideration the report of the SJE, any written and/or oral questions that the parties may be permitted to put to the SJE, his responses thereto and the written and oral submissions of the parties.

12. The parties and the SJE shall have liberty to apply for such further directions as may be necessary or desirable in the course of the valuation exercise in connection with the interpretation or implementation of this Order.

13. The costs of HC/CWU 34/2025 thus far are reserved for further order.

14. Completion of the purchase shall take place at such time and in such manner as directed by the court when it fixes the value of the Sale Shares under para 11 above.

15. In the event of default by the defendant in completing the purchase as directed by the court under para 14 above, with or without such extension(s) of time as the defendant may secure, the claimant shall be at liberty to apply for such further or other orders as it considers fit, including without limitation an order winding up the defendant on the grounds already found by the court on 21 May 2026 to be established under sections 125(1)(f) and 125(1)(i) of the Act.