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Janise & Hannah Bhd. (J&H) was a company incorporated in Sibu, Sarawak in November 2013 manufacturing Sarawak local delicacies. At the time of incorporation, the

Janise & Hannah Bhd. ("J&H") was a company incorporated in Sibu, Sarawak in November 2013 manufacturing Sarawak local delicacies. At the time of incorporation, the capital of I&H was RM300,000.00 being divided into 150,000 ordinary shares and 150,000 preference shives. Samarahan and Rejang, who are the directors and shareholders of J&H, hold 40% of the preference shares respectively. Sarikei holds the remaining preference shares. After years of operation, for its success, J&H decided to expand its business to other states in Malaysia. Additional capital is therefore needed for the business expansion plan. Subsequently, the directors of J&H propose to issue 300,000 preference shares to some business partners of J&H ranking pari pass with the existing preference shares. Feeling that his rights might have been compromised, Sarikei objects to the proposal of issuing new preference shares. It is to be noted that J&H does not have a company constitution, and the terms of issue of the existing preference shares do not mention about the issuance of new preference shares. Examine whether J&H may proceed with the issuance of the new preference shares. (Total: 25 marks)

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