Court suggests voting in new board members to resolve feud between two Hainan factions

The Kheng Chiu Building in Beach Road, which became the “home” of the Hainan Hwee Kuan clan association and Kheng Chiu Tin Hou Kong temple. ST PHOTO: LIM YAOHUI

SINGAPORE - In an effort to resolve an impasse between two feuding factions in the Hainanese community, the Court of Appeal on Wednesday (Aug 10) suggested completely overhauling the board of a company that runs a nearly 170-year-old temple.

The suggestion - for existing board members to refrain from standing for the next elections so that a new slate can be voted in - came during the hearing of an appeal against a court order to wind up the company, Kheng Chiu Tin Hou Kong Burial Ground (THK).

The company, which has about 2,000 members, was set up to maintain the Kheng Chiu Tin Hou Kong temple built by Hainanese migrants, and holds about $100 million in assets.

The current slate of 15 board members was elected in 2011.

No elections have been held since then, owing to disputes between the two camps - one led by THK chairman Foo Jong Peng, 68, and the other by Mr Phua Kiah Mai, 63, president of the Singapore Hainan Hwee Kuan clan association.

In 2013, Mr Phua, who is also a director of THK, went to court seeking to invalidate certain proxy forms that were filed in the company's 2012 elections.

Despite a consent order issued by the court in 2015, the two factions could not see eye to eye on how the elections should be held.

In 2019, Mr Phua filed a lawsuit to wind up the company.

He argued that the company was the financial arm of the clan association but has since lost its fundamental objective.

Donations from temple devotees had historically been used by the association to carry out activities for the Hainanese community.

A seven-storey building in Beach Road, named the Kheng Chiu Building, became the "home" of the association and the temple.

He said THK stopped giving financial support to the association from 2013, refused to let the association use the building from 2018, and removed the "Hainan Hwee Kuan" signage on the building in 2019.

Mr Phua Kiah Mai argued that Kheng Chiu Tin Hou Kong Burial Ground was the financial arm of the clan association but has since lost its fundamental objective. PHOTO: ST FILE

Mr Phua also argued that there was a loss of confidence in the management as Mr Foo's camp acted in its own interests.

Last year, the High Court said Mr Phua failed to establish that the company was to serve as the association's financial arm.

However, the judge found sufficient basis for the company to be wound up.

The judge found that proper board meetings had not been held since 2015, and that instead, the controlling group held informal meetings without opposing members.

This was a failure to ensure proper management and deprived the minority of the opportunity to be heard.

THK, represented by Mr Adrian Tan, then appealed.

On Wednesday, Justice Steven Chong suggested having fresh elections without the existing board offering themselves as candidates.

"It's a real shame that an age-old institution like the temple is going to be wound up because the current stakeholders cannot get along," he said.

After discussions, Mr Tan said that if Mr Phua's faction of four directors does not stand for the next election, the remaining 11 directors will undertake to do the same.

Mr Phua's lawyer, Mr Hee Theng Fong, said his client is "positive" towards the idea but sought more time.

Justice Judith Prakash said the court will give the parties some time to sort things out. If they cannot agree, the court will hear the appeal on the winding up in November.

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