Joint Statement Released by Dong Zong, Jiao Zong and Merdeka University Berhad
June 23, 2023
- Is Merdeka University Berhad the land trustee, but not the land owner?
Dong Zong, Jiao Zong and Merdeka University Berhad reiterate herewith, the lot with an area of 8.514 acres located in Kajang (Hulu Langat, Selangor), land deed number H.S. (D) 6412, was donated to Merdeka University Berhad by Kajang Overseas School Property Trust in 1988. The news was widely covered by media back then which evidences Merdeka University Berhad owns and is the sole legal owner of the said lot (henceforth the Lot). Concurrently, the bequeathment was further reconfirmed by the Kajang Overseas School Property Trust in a public statement on 15th June 2023: Hereby in 1988 a lot with 8.5 acres is donated to Merdeka University Berhad for the purpose of vernacular Chinese education. Merdeka University Berhad is the owner of the said lot.” This strongly proves that Merdeka University Berhad is the owner of the Lot, only not the trustee.
- What is the position of Dong Zong in the business management right of the Lot?
On 1st June 1991, Dong Zong and Merdeka University Berhad signed a land contract on the said lot in which it was stated that Dong Zong can at its own disposal use and manage the Lot. The initial lease term is thirty years, at a yearly rental of RM1; upon expiry, the lease can be extended to another thirty-year term. In 2021, before the lease contract matured, Dong Zong and Merdeka University Berhad had resigned a rental agreement, similarly conferred Dong Zong to use the Lot with full discretion for another thirty years. The yearly rental is likewise RM1; upon expiry, another thirty years is extendable. In addition, Merdeka University Berhad also consented that a Multi-Purpose Complex to be constructed by Dong Zong. In actual fact, Merdeka University Berhad has cooperated with Dong Zong in the preparatory matters of the construction since 2019.
- Who established Dong Jiao Zong Higher Learning Center (Non-Profit) Limited Company?
On 20th October 1993, Dong Zong, Jiao Zong and Merdeka University Berhad, including Chinese Independent School Working Committee convened a joint meeting and passed an agenda to establish the Non-Profit Company. It was initiated by Dong Zong president Quek Suan Hiang, president of Jiao Zong Sim Mow Yu and president of Merdeka University Berhad Foo Wan Thot, and Chew Saw Eng Accounting Firm was authorised for registration for the further bid of a college operation. On 26th February 1994, in agenda 4.6 of the fourth meeting among the 42th batch Jiao Zong executive members, it was documented clearly that Dong Zong, Jiao Zong and Merdeka University Berhad the three institutions co-applied the registration of Dong Jiao Zong Higher Learning Center (Non-Profit) Limited Company (henceforth Non-Profit Company). Moreover, it was respectively signed by the representative of Dong Zong Quek Suan Hiang, representative of Jiao Zong Loot Ting Yee and the representative of Merdeka University Berhad Foo Wan Thot. In 1994, the registration of the Non-Profit Company was approved officially on the 23rd of March.
- Who established New Era University College?
On 27th August 1994, the Non-Profit Company sent an operation application of a college to the School and Teacher Registration Unit of the MOE. On 13th March 1997, through unremitting effort and strong argument by the Non-Profit Company and other sectors, let alone the favourable conditions converged, an approval letter with requirements to be fulfilled within one month was issued by the MOE. On 11th June 1997, upon honour of all requirements and proactive effort, the then Deputy Minister of the MOE Fong Chan Onn handed personally the letter of approval for the operation of New Era College dated 28th May 1997 to the Non-Profit Company; on 16th June 1997, a college registration application was sent to the Selangor Education Bureau by the Non-Profit Company in compliance with the directive; on 30th September 1997, a registration approval letter for New Era College dated 24th September was issued to the Non-Profit Company by the Selangor state Education Bureau. On 1st March 1998, New Era College was formally open.
- What was the preliminary Board Structure of Dong Jiao Zong Higher Learning Center (Non-Profit) Limited Company?
On 25th August 1994, Dong Zong, Jiao Zong and Merdeka University Berhad (henceforth the Three Institutions) met to discuss matters on the setup of the Non-Profit Company. It was decided in the meeting five members to be appointed directors from each of the three institutions respectively; they are to organise a grand meeting for the establishment of the company. On 18th September 1994, the representatives of the Three Institutions gathered in the “Merdeka University Berhad MICSS Kajang Administration Block” to discuss the establishment of the Non-Profit Company. Fifteen members from the Three Institutions were assigned as ex officio directors. They are as follows:
Dong Zong Representatives: Quek Suan Hiang, Chua Kim Boon, Chin Choong Sang, Yap Sin Tian and Chew Saw Eng
Jiao Zong Representatives: Sim Mow Yu, Ong Chiow Chuen, Loot Ting Yee, Lai Sin Siang and Tan Eng Her
Merdeka University Berhad Representatives: Foo Wan Thot, Ngeow Sze Chan, Ye Hong En, Lim Fong Seng and Lee Hing
Concurrently, six members brought forth from the sponsors’ decision were similarly forwarded in the list: Tan Yew Seng, Yong Yoon Koo, Goh Keat Seng, Khew Khing Ling, Kong Siw Taw and Ding Nguk Kong. Finally, the fifteen ex officio directors together with the six individual director members were mandated the 1st batch of the Non-Profit Company Board. Hot on the heels in the meeting on that day, the first batch of executive directors were elected:
President: Quek Suan Hiang
Deputy President: Lim Fong Seng
Secretary: Yap Sin Tian
Deputy Secretary: Tan Yew Seng
Treasure: Kong Siw Taw
Deputy Treasurer: Lai Sin Siang
Director: Loot Ting Yee
- What changes have taken place in the Board Structure of Dong Jiao Zong Non-Profit Limited Company from 1994 until today?
The Non-Profit Company established in 1994 was formed by both association members and individual members. Association membership comprises only three institutions, namely, Dong Zong, Jiao Zong and Merdeka University Berhad; whereas individual membership is open to the general public. Nonetheless, the leading role of the Three Institutions was confirmed by the memorandum and articles of the Non-Profit Company structurally; that said, within the twenty-one Board members of the Non-Profit Company, the five members from each of the Three Institutions board (total: 15) stand the weightage strong of 71.4%. As it goes, since the establishment of the Non-Profit Company, the presidents of both Dong Zong and Jiao Zong are its immediate president and deputy president while other prominent posts are mainly assumed by members from the Three Institutions. Evidence shows the structure and operation of the Non-Profit Company Board have been progressing smoothly, not to mention its businesses and services; in particular, the advancement and development of the New Era University College which had shown gratifying results over the years.
Yet after the chaotic 2013 Dong Zong incident, Yap Sin Tian and Chow Siew Hon together with some others had for many times redrafted the regulations and articles, thus making the individual directors in the Board outnumbered that of the Three Institutions. Within two short years in 2015, Yap Sin Tian and Chow Siew Hon not only refused to step down from president and deputy president post upon losing in the reelection and returned the power to the then presidents of Dong Zong and Jiao Zong, but also in disguised privatised “Dong Jiao Zong Higher Learning Centre (Non-Profit) Limited Company” by decreasing the number of directors to two for each of Dong Zong, Jiao Zong and Merdeka University Berhad, thus turning the total to six in number. Contrarily, they multiplied the number of individual directors to twenty-nine. In this manner, the total number of individual directors far exceeded the total number of directors from Dong Zong, Jiao Zong and Merdeka University Berhad. Simply put, it resulted in ‘minor individuals owning the public property of Chinese Education’ which in fact defied its original intention.
The director board weightage change of the Three Institutions in the Non-Profit Company is shown in the following table:
| Year | The Board Structure of Dong Jiao Zong Higher Learning Center (Non-Profit) Limited Company
|
||||
| Total | Dong Zong, Jiao Zong and Merdeka University Berhad | Individual Directors | |||
| Number | % | Number
(Elected)+(Appointed) |
% | ||
| 1994-2010
(Established in 1994) |
21 | 15
5+5+5 |
71.4% | 6
（6）+（0） |
28.6% |
| Amended in 2010 | 25 | 15
5+5+5 |
60% | 10
（10）+（0） |
40% |
| Amended in 2013 | 31 | 15
5+5+5 |
48.4% | 16
（10）+（6） |
51.6% |
| Amended in 2015
|
35 | 6
2+2+2 |
17.1% | 29
（25）+（4） |
82.9% |
- Do Dong Zong, Jiao Zong and Merdeka University Berhad the Three Institutions allow public individuals to dominate the Non-Profit Company?
On 2nd January 2016, prior to the opening of the special plenary meeting convened by the Three Institutions, the Three Institutions had separately submitted letters to the Non-Profit Company to file protest on the tamper intent of the Non-Profit Company led by Yap Sin Tian; Yap and others denied that the Three Institutions had initiated and set up the Non-Profit Company, let alone letting individual directors dominate the Board. On 19th January 2016, the then president of the Non-Profit Company Yap Sin Tian declared in his reply to the Three Institutions as such: “In accordance with the memorandum and articles of our company, the first signatories or first batch directors are respectively Quek Suan Hiang (businessman), Loot Ting Yee (retired teacher) and Foo Wan Thot (businessman).” “Therefore, the statement in your letter arguing that Dong Zong, Jiao Zong and Merdeka University Berhad co-established our company (Dong Jiao Zong Higher Learning Center (Non-Profit) Limited Company) is misleading, unwarranted and incorrect.” Since then, the Non-Profit Company led by Yap Sin Tian and Chow Siew Hon has publicly ignored the historical truth that Dong Zong, Jiao Zong and Merdeka University Berhad initiated and co-established the Non-Profit Company. Their intention was to ensure individual directors are at their behest to achieve the motif of grabbing public property as their own which went unabashed publicly.
On 19th January 2016, a joint statement was released by the Three Institutions positing that they firmly could not accept the decision approved on 2nd January 2016 in the special plenary meeting convened by the Non-Profit Company (led by Yap Sin Tian) and had submitted the letter of entrustment for the five representatives appointed by each of the Three Institutions through legal avenue. Notwithstanding the Three Institutions resorted to judicial means to safeguard their right in the Non-Profit Company, yet since the membership structure had been modified in such a way that the decision of the individual members being the crux, thus resulting in dismissal in petition made by the Three Institutions in the high court on 1st August 2016 and in the court of appeal on 15th September 2017, as well as the appeal application submitted in January 2018 in the Federal Court of Malaysia.
- Why Chinese Education Multi-Purpose Complex was initiated to be constructed and what are its functions?
The Three Institutions Dong Zong, Jiao Zong and Merdeka University Berhad initiated the construction of the “Dong Zong Chinese Education Multi-Purpose Complex”, that is, to build on the original location a complex for the purposes of teacher education and UEC paper marking, including the consolidation as well as promotion of Chinese education and uphold of cultural interaction. Enthusiastic supports inundated from the general public to institutions, Chinese associations, private companies and enterprises. Indeed, fundraising and construction planning are in progress and in single file, not to mention that the Kajang municipal council had approved its architectural design and drawing.
9．How was the response of the Non-Profit Company and New Era University College towards the construction of the Multi-Purpose Complex initiated by the Three Institutions?
Ever since the Three Institutions Dong Zong, Jiao Zong and Merdeka University Berhad initiated the construction of the “Dong Zong Chinese Education Multi-Purpose Complex”, media have widely covered the news, in particular of its series fundraising events. On 25th February 2022, when the administration delegates from Dong Zong interacted with New Era University College administration representatives, relevant architectural design and drawing for the Multi-Purpose Complex were given to New Era University College. Since April 2022 onwards, the appointed delegates from the Non-Profit Company had exchanged views several times with the Three Institutions representatives and came up with a suggestion for both sides to have a formal interaction on May 14th. In that meeting, the Non-Profit Company representatives raised the issue of constructing additional space on the complex afforded by them to fulfill the academic needs of New Era University College. In response, representatives from Dong Zone clearly posited that the Non-Profit Company needed to proactively resume the initial structure of its Board. Moreover, preliminary awareness was reached on the expedite completion of a legal lease document between Dong Zong and New Era University College.
- Why did the attitudes and response of both Non-Profit Company and New Era University College change on the construction of the Multi-Purpose Complex?
On 8th July 2022, New Era University College posted a letter requesting Dong Zong to additionally constructed 40,000 square feet of space for its academic use. As a matter of fact, the Three Institutions has always kept the long term progress and welfare of New Era University College’s teachers and students at heart, as well as hoping that the Non-Profit Company will persist its original intention by returning the leadership of Non-Profit Company to the Three Institutions, only not letting ‘minority lead the public property of Chinese Education’; it is, in a way to leverage the best interest of Chinese education together and proactively look into the needs of New Era University College. While the negotiation was unsettled despite a couple of meetings, New Era University College pronounced unfounded statement on 19th February 2023 during the Chinese New Year celebration activity, asserting both sides (The Three Institutions and New Era University College) had come to an agreement to construct a 12-storey “Nanyang University Complex”. Learning this, Dong Zong, Jiao Zong and Merdeka University Berhad had written several times for clarification but to no avail. On both 19th May and 7th June 2023, incomprehensible letters were received by Dong Zong, demanding the immediate cease of the construction.
- Does the Chinese Education Multi-Purpose Complex unlawfully encroach New Era University College’s land?
As mentioned earlier, Merdeka University Berhad the land owner, from 1991 to 2021 had twice signed a thirty-year lease document in which Dong Zong was authorized to be the user and manager of the said Lot. New Era University College, a generated higher learning institution by the Non-Profit Company formed by the Three Institutions is genuinely the public property of Chinese Education. Attributed to the fact that the Non-Profit Company is dominated by minority with ulterior motives, New Era University College is hijacked so to say. Though no lease contract is signed, the Three Institutions has always kept Chinese Education at heart while looking forward to a solution; they in fact still allow New Era University College to use the land and blocks for education free of charge. Now that a private limited company (Non-Profit Company) making use of others’ land turns out to accuse the land owner of unlawful encroachment of its land. It is, honestly speaking, nothing but a defiance of jurisprudence.