JSB

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MATERIAL LITIGATION JENTAYU SUSTAINABLES BERHAD ("JSB" OR "COMPANY") ORIGINATING SUMMONS AND NOTICE OF APPLICATION FOR INJUNCTION FROM ANDY LAI WEE YOUNG ("PLAINTIFF") AGAINST THE COMPANY IN RESPECT OF THE POSTPONED EXTRAORDINARY GENERAL MEETING HELD ON 4 DECEMBER 2025

JENTAYU SUSTAINABLES BERHAD

Type Announcement
Subject MATERIAL LITIGATION
Description
JENTAYU SUSTAINABLES BERHAD ("JSB" OR "COMPANY") 
ORIGINATING SUMMONS AND NOTICE OF APPLICATION FOR INJUNCTION FROM ANDY LAI WEE YOUNG ("PLAINTIFF") AGAINST THE COMPANY IN RESPECT OF THE POSTPONED EXTRAORDINARY GENERAL MEETING HELD ON 4 DECEMBER 2025

Reference is made to the Company’s announcements dated 17 October 2025 and 4 December 2025 in relation to the Extraordinary General Meeting (“EGM”) convened for the consideration of resolutions and the outcome of resolutions in relation to the following proposals:

  1. Proposed Private Placement of up to 20% of the total number of issued shares of JSB to third party investor(s) to be identified later at an issue price to be determined later ("Proposed Private Placement");

  2. Proposed acquisition of 51% equity interest in Jentayu Solar Sdn Bhd ("Jentayu Solar") from Jentayu Capital Sdn Bhd ("Jentayu Capital"), for a purchase consideration of RM5.87 million, to be satisfied wholly via set-off arrangement, together with the proposed acquisition of the remaining 49% equity interest in Jentayu Solar via the exercise of a call option pursuant to a call option deed entered into with Seri Panglima Holdings Sdn Bhd for a purchase consideration of RM5.64 million (“Proposed Acquisition”); and

  3. Proposed variation to the utilisation of the proceeds raised from the Company's rights issue exercise that was completed on 3 March 2022 (“Proposed Variation”)

(collectively, the “Proposals”).

 

The Board of Directors (“Board”) of JSB wishes to announce that the Company had on 1 December 2025, been served with a sealed copy of the originating summons (“Originating Summons”) and notice of application for injunction filed on 28 November 2025 in the High Court of Malaya at Kuala Lumpur by the Plaintiff, a shareholder holding 1,361,000 ordinary shares in the Company, against the Company in relation to the EGM.

 

The Plaintiff has sought, amongst others, the following orders from the High Court in the Originating Summons:

  1. That the Company, acting by its Board, has no power to postpone the EGM initially scheduled on Thursday, 22 October 2025 at 10.30 a.m. to Thursday, 4 December 2025 at 12 p.m. (“Postponed EGM”);

  2. A declaration that the Notice of Postponed EGM dated 21 October 2025 issued by the Company is invalid;

  3. A declaration that Postponed EGM if convened, would be invalid, null and void; and

  4. A declaration that the resolutions of the Postponed EGM, if passed at the Postponed EGM, be set aside.

At the hearing of the Plaintiff’s application today, the High Court has fixed the application for the Originating Summons for hearing on 30 January 2026. In the interim, the Company has undertaken not to issue and allot shares to any proposed new investor pursuant to the resolution relating to the Proposed Private Placement passed at the Postponed EGM on 4 December 2025, pending the disposal of the Originating Summons. However, this undertaking shall not prevent the Company from taking any preparatory steps necessary to implement the Proposed Private Placement, including but not limited to seeking investors, preparing documentations and obtaining necessary approval from the relevant authorities.  

 

The Board was of the view that as the hearing of the Plaintiff’s applications was scheduled after the Postponed EGM which was held on 4 December 2025, and the Company was not prohibited by any Court order from proceeding with the scheduled Postponed EGM it was appropriate and in the best interest of the shareholders to proceed with the Postponed EGM on 4 December 2025 as scheduled, to enable shareholders to consider and deliberate on the Proposals. As announced by the Company on 4 December 2025, the outcome of the poll voting conducted at the Postponed EGM is that ordinary resolution 1 in respect of the Proposed Private Placement was passed by a majority resolution of shareholders while ordinary resolutions 2 and 3 in respect of the Proposed Acquisition and Proposed Variation respectively were not passed.

 

The Board is of the view that the declarations sought by the Plaintiff do not pertain to any material development, financial impact, operational disruption, or material uncertainty in relation to the Company which would have a material and adverse effect on the business or financial position of the Company or its group of companies and as such, the claims asserted by the Plaintiff do not constitute a material litigation, claim or arbitration involving the Company or its subsidiaries. Nevertheless, if the suit prolongs, it may have material impact on the cash flow and operations of the Company.

 

The Company will make further announcements for the information of shareholders as and when there are any material further developments.

 

This announcement is dated 5 December 2025.






Announcement Info

Company Name JENTAYU SUSTAINABLES BERHAD
Stock Name JSB
Date Announced 05 Dec 2025
Category General Announcement for PLC
Reference Number GA1-05122025-00032