[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
to see them in order to accept their proposal to buy out his shares. It was only
in discovery in 2017/2018 that they provided Wei with the audited financial
statements for FY2013 and FY2014, although they had been audited much
earlier. 101
78 The events show that the Defendants had deliberately withheld
information, particularly the Company’s financial information, from Wei and
only provided them after repeated requests. The Defendants do not deny their
actions but merely seek to justify them.
Whether withholding of information and refusal to hold board meetings were
justified
79 The Defendants claim that they refused to provide information to Wei
as they suspected that he would forward it to SH, a competitor, to undercut the
Company and that he did not have the Company’s best interests at heart. They
attested as follows. 102 In July 2015, Wei sought sensitive information about the
identities of the Company’s customers, and the prices at which the Company
bought and sold Parts, purportedly for a “compliance audit” for SH required by
Chinese law. The Defendants refused as they did not know why Wei needed the
information. In November 2015, Wei sought the Company’s records of
purchase orders with its customers claiming that they were needed for an audit
of SH. Again, the Defendants refused. Such information would also reveal the
Company’s trade secrets, allowing SH to undercut the Company. It was only in
December 2015 that Wei informed them that the auditors sought to audit
transactions in the companies in which he held shares and that the audit was to
enable SH to be listed in China. The Defendants then provided Wei the
101
Wei’s AEIC at [140]–[147]; 13/10/20 NE 42–43, 95–97; 9AB 3754.
102
Low’s AEIC at [73]–[90] and [166]; Sim’s AEIC at [163].
34