CHAN SHING LAM AND OTHERS v. WINSCORE INTERNATIONAL LTD AND OTHERS

CHAN SHING LAM AND OTHERS v. WINSCORE INTERNATIONAL LTD AND OTHERS

The court exercised its wide discretion under Order 4 r.9 and Order 1B r.1(2)(e) to order that HCMP 1251/2020 be adjourned to be heard together with HCMP 787/2020 because the proceedings arise from the same fundamental dispute over the Subject 30% shareholding, the disputed Companies Registry documents cannot be sensibly resolved in isolation from the question of beneficial ownership/validity of transfers, and consolidation promotes efficient and just resolution; the interim injunction application was dismissed as otiose given the consolidation direction and the fact the Daya Bay Camp has effective control and undertakings were given.

Citation
[2021] HKCFI 3563
Parties
Company: Winscore International Limited; Plaintiffs: 1st to 5th Plaintiffs in HCMP 1251/2020 (Chan Camp); Applicant / Defendants: Daya Bay (Applicant in HCMP 787/2020; 2nd-4th Defendants in HCMP 1251/2020); Registered Shareholder / Proposed Respondent to Be Joined: Longrigg; Proposed Respondent to Be Joined: High Tower; Registered Shareholder / Transferee (alleged): Smart Forever; Shareholder: Fierce Holdings; Person Appointed by Daya Bay Camp / Director Nominee: HM Chim; Person Associated With Daya Bay Camp / Director Nominee: LC Fong; Person Associated With Daya Bay Camp / Director Nominee: SX Hu; Registered Shareholder / Chan Camp: SL Chan; Former Director / Chan Camp: KP Lau; Former Director / Chan Camp: ZY Wang
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
26 November 2021
Case Number
HCMP1251/2020
Procedural Posture
Company/shareholder Dispute; Applications Under Companies Ordinance S.42; Interlocutory Applications in HCMP 1251/2020 and HCMP 787/2020 / Interlocutory Hearing on Consolidation (heard Together Summonses) and Interim Injunction; Substantive Proceedings Adjourned to Be Heard Together With Directions
Outcome
Heard Together Summons granted; HCMP 1251/2020 adjourned to be heard with HCMP 787/2020; Interim Injunction Summons dismissed; directions given for pleadings and joinder; costs ordered nisi
Legal Topics
Removal of Documents From Companies Register Under S.42, Beneficial Ownership of Shares, Validity of Share Transfers, Consolidation/stay of Proceedings, Interim Injunctive Relief, Rectification of Register
Source Language
EN
Company Law Civil Procedure Equity (injunctions) Corporate Governance Removal of Documents From Companies Register Under S.42 Beneficial Ownership of Shares Validity of Share Transfers Consolidation/stay of Proceedings +2 more

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Parties

Winscore International Limited

Company

1st to 5th Plaintiffs in HCMP 1251/2020 (Chan Camp)

Plaintiffs

Daya Bay (Applicant in HCMP 787/2020; 2nd-4th Defendants in HCMP 1251/2020)

Applicant / Defendants

Longrigg

Registered Shareholder / Proposed Respondent to Be Joined

High Tower

Proposed Respondent to Be Joined

Smart Forever

Registered Shareholder / Transferee (alleged)

Fierce Holdings

Shareholder

HM Chim

Person Appointed by Daya Bay Camp / Director Nominee

LC Fong

Person Associated With Daya Bay Camp / Director Nominee

SX Hu

Person Associated With Daya Bay Camp / Director Nominee

SL Chan

Registered Shareholder / Chan Camp

KP Lau

Former Director / Chan Camp

ZY Wang

Former Director / Chan Camp

Procedural Posture

Company/shareholder Dispute; Applications Under Companies Ordinance S.42; Interlocutory Applications in HCMP 1251/2020 and HCMP 787/2020 / Interlocutory Hearing on Consolidation (heard Together Summonses) and Interim Injunction; Substantive Proceedings Adjourned to Be Heard Together With Directions

Legal Issues

  1. 1 Whether HCMP 1251/2020 (section 42 removal) and HCMP 787/2020 (beneficial ownership/transfer validity) should be heard together or stayed
  2. 2 Whether the disputed Companies Registry documents filed in Nov 2019–Mar 2020 should be removed under s.42
  3. 3 Whether Daya Bay is the beneficial owner of the Subject 30% shareholding and whether the 2016 and 2017 transfers are void

Ratio Decidendi

The court exercised its wide discretion under Order 4 r.9 and Order 1B r.1(2)(e) to order that HCMP 1251/2020 be adjourned to be heard together with HCMP 787/2020 because the proceedings arise from the same fundamental dispute over the Subject 30% shareholding, the disputed Companies Registry documents cannot be sensibly resolved in isolation from the question of beneficial ownership/validity of transfers, and consolidation promotes efficient and just resolution; the interim injunction application was dismissed as otiose given the consolidation direction and the fact the Daya Bay Camp has effective control and undertakings were given.

Court Disposition

Heard Together Summons granted; HCMP 1251/2020 adjourned to be heard with HCMP 787/2020; Interim Injunction Summons dismissed; directions given for pleadings and joinder; costs ordered nisi

Orders

  • HCMP 1251/2020 adjourned to be heard together with HCMP 787/2020 on a date to be fixed in consultation with counsels' diaries with 1 day reserved
  • Daya Bay to file and serve affirmations in reply in HCMP 787/2020 within 28 days from the date of the order