NGAI CHUN NGOR IRENE AND OTHERS v. EVERMORE CORPORATION LTD AND OTHERS

NGAI CHUN NGOR IRENE AND OTHERS v. EVERMORE CORPORATION LTD AND OTHERS

The plaintiffs are entitled to inspect company accounting records absent clear proof of improper purpose; the defendants failed to prove improper purpose but swore they do not possess and cannot access the documents; the court therefore refused to make the inspection order at that stage and ordered D5 and D6 to file further unqualified affirmations within 14 days confirming non-possession and inability to procure access, with liberty to apply and costs reserved.

Citation
[2025] HKCFI 4894
Parties
Applicants/plaintiffs: Plaintiffs (1st to 3rd); 1st Defendant: Evermore Corporation Limited; 2nd Defendant: Vicky Company Limited; 3rd Defendant: Gosin (Hong Kong) Limited; 4th Defendant: Landfar Investment Company Limited; 5th Defendant: 5th Defendant (name not stated); 6th Defendant: 6th Defendant (name not stated)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
14 October 2025
Case Number
HCMP560/2025
Procedural Posture
Inspection Application Under Companies Ordinance / Hearing and Judgment (originating Summons Heard and Judgment Delivered)
Outcome
No immediate inspection order made; defendants ordered to provide further unqualified affirmations; liberty to apply; costs reserved.
Legal Topics
Directors Inspection Rights, Accounting Records, Statutory Compliance, Improper Purpose Challenge
Source Language
EN
Company Law Civil Procedure Directors Inspection Rights Accounting Records Statutory Compliance Improper Purpose Challenge

Case Brief

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Parties

Plaintiffs (1st to 3rd)

Applicants/plaintiffs

Evermore Corporation Limited

1st Defendant

Vicky Company Limited

2nd Defendant

Gosin (Hong Kong) Limited

3rd Defendant

Landfar Investment Company Limited

4th Defendant

5th Defendant (name not stated)

5th Defendant

6th Defendant (name not stated)

6th Defendant

Procedural Posture

Inspection Application Under Companies Ordinance / Hearing and Judgment (originating Summons Heard and Judgment Delivered)

Legal Issues

  1. 1 Whether the inspection application was brought for an improper purpose
  2. 2 Whether the description of documents sought was too wide or imprecise
  3. 3 Whether the defendants have demonstrated they do not possess and cannot access the documents so that an inspection order would be redundant

Ratio Decidendi

The plaintiffs are entitled to inspect company accounting records absent clear proof of improper purpose; the defendants failed to prove improper purpose but swore they do not possess and cannot access the documents; the court therefore refused to make the inspection order at that stage and ordered D5 and D6 to file further unqualified affirmations within 14 days confirming non-possession and inability to procure access, with liberty to apply and costs reserved.

Court Disposition

No immediate inspection order made; defendants ordered to provide further unqualified affirmations; liberty to apply; costs reserved.

Orders

  • D5 and D6 to file further affirmations within 14 days of receipt of sealed order confirming they have never had and currently do not have possession of the requested documents and that they cannot access or procure access to them
  • If the further affirmations give unqualified confirmation, no inspection order will be made and no further relief will be granted except as to costs