Kinnara’s December 26 “Shareholders’ Meeting” Claim Exposed as Fiction Under Indonesian Law
By Editorial Desk
The latest claim by Kinnara (K-I-N-N-A-R-A) that it held a valid General Shareholders’ Meeting (GSM) on December 26, 2025 for Marina Bay City is not just misleading—it is legally impossible under Indonesian corporate law.
Kinnara’s CEO, Adrian Campbell, now alleges that Lux’s director and majority shareholder “failed to attend” this supposed meeting, and that—within 14 days—Kinnara can somehow “regain control” of the company. That narrative collapses the moment it is tested against the law or the paper trail.
The Law Is Clear: Shareholders Do Not Run Meetings
Under Indonesian company law (UU Perseroan Terbatas), shareholders cannot unilaterally call, schedule, or run a General Shareholders’ Meeting.
Only the Board of Directors can convene a GSM.
Yes, shareholders holding 10% or more may request a meeting—but that request must be made in good faith, and the Board still decides whether and when to convene it, issues the notice, sets the agenda, and complies with statutory notice periods.
No Board. No notice. No meeting.
The Buyout Happened—Pretending Otherwise Changes Nothing
Kinnara was bought out.
That is not disputed.
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Kinnara negotiated the buyout
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Kinnara signed the agreement
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Kinnara received millions of dollars for its shares
Trying to argue that refusing to sign the share transfer somehow reverses a completed buyout is legally absurd. Non-transfer after payment does not restore ownership—it raises serious compliance issues for the party withholding transfer.
December 26: A Meeting That Never Existed
There was no notice of any GSM on December 26 to:
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the Board,
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the Directors, or
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the majority shareholder.
The Board did not convene a meeting.
No lawful invitation was issued.
No agenda was circulated.
A meeting that is never validly called cannot be “missed”.
The claim that Lux “failed to attend” is therefore pure fiction.
The December 23 Letter: What Actually Happened
On December 24, Kinnara’s lawyers received a letter dated December 23, 2025 responding to Kinnara’s request for a GSM.
The response was unequivocal:
A GSM will be scheduled within 90 days after Kinnara complies with two basic conditions:
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Sign the share transfers for the shares already paid for
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Hand over the digital assets included in the buyout, including marinabaycity.com
Only after those conditions are met does the 90-day period begin.
That is lawful, reasonable, and consistent with good-faith requirements.
The “14-Day Takeover” Claim Is Nonsense
There is no provision in Indonesian corporate law allowing a former shareholder—already paid out—to reclaim control because a fabricated meeting was allegedly unattended.
Control is determined by lawful share ownership and governance, not by issuing press statements, inventing deadlines, or misleading investors.
Bad Faith on Display
Indonesian law explicitly requires shareholder actions to be taken in good faith.
Attempting to:
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fabricate a shareholders’ meeting,
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falsely claim non-attendance,
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suggest a takeover mechanism that does not exist, while
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sitting on millions paid for shares,
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refusing to sign transfers,
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refusing to hand over digital assets, and
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refusing to fund villa construction for Kinnara’s own clients,
is not good faith.
It is manufactured confusion designed to distract from non-performance.
Why This Matters to Investors
While Kinnara pushes this fiction, its clients still have no villas being built, no construction funding released, and no timetable—yet responsibility is being shifted onto Lux, despite Kinnara holding the money.
Investors should ask a simple question:
Why invent a fake shareholders’ meeting instead of signing the transfers, handing over the assets, and funding the builds?
The Reality
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No General Shareholders’ Meeting was held on December 26, 2025
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No lawful notice was issued
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No board-convened meeting existed
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No 14-day takeover right exists
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The buyout stands
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Kinnara’s obligations remain unmet
Everything else is noise, spin, and another attempt to mislead.
