RE DAIDO CONCRETE (H.K.) LTD.

RE DAIDO CONCRETE (H.K.) LTD.

The petition was granted because the statutory requirements of s.166 were satisfied: a single properly constituted class met in compliance with the Court's directions, shareholders holding over 80% of issued capital voted unanimously in favour, the explanation of the Scheme was adequate, there was no evidence of lack of bona fides, and the Scheme was such that an intelligent and honest shareholder might reasonably approve.

Citation
RE DAIDO CONCRETE (H.K.) LTD.
Parties
Petitioner / Company: Daido Concrete (H.K.) Limited; Ultimate Holding Company: Golik Holdings Limited; Majority Shareholder (holds 50.1%): Worldlight Group Ltd; Proposed Holding Company / Transferee: Daido Group Ltd; Transferee Subsidiary Bound by the Scheme: Daido (BVI)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
7 November 2000
Case Number
HCMP4329/2000
Procedural Posture
Scheme of Arrangement Under Companies Ordinance S.166 / Hearing of Petition for Sanction / Judgment
Outcome
Petition granted; Scheme sanctioned.
Legal Topics
Scheme of Arrangement, Meeting and Class Constitution, Voting Thresholds, Share Exchange, Listing and Par Value, Contributed Surplus, Proxy Form
Source Language
EN
Company Law Corporate Restructuring Securities Regulation Scheme of Arrangement Meeting and Class Constitution Voting Thresholds Share Exchange Listing and Par Value +2 more

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Parties

Daido Concrete (H.K.) Limited

Petitioner / Company

Golik Holdings Limited

Ultimate Holding Company

Worldlight Group Ltd

Majority Shareholder (holds 50.1%)

Daido Group Ltd

Proposed Holding Company / Transferee

Daido (BVI)

Transferee Subsidiary Bound by the Scheme

Procedural Posture

Scheme of Arrangement Under Companies Ordinance S.166 / Hearing of Petition for Sanction / Judgment

Legal Issues

  1. 1 Whether the class of shareholders was properly constituted
  2. 2 Whether the meeting was convened in compliance with Court directions under s.166(1)
  3. 3 Whether the requisite majority (majority in number representing three‑quarters in value) approved the Scheme

Ratio Decidendi

The petition was granted because the statutory requirements of s.166 were satisfied: a single properly constituted class met in compliance with the Court's directions, shareholders holding over 80% of issued capital voted unanimously in favour, the explanation of the Scheme was adequate, there was no evidence of lack of bona fides, and the Scheme was such that an intelligent and honest shareholder might reasonably approve.

Court Disposition

Petition granted; Scheme sanctioned.

Orders

  • Scheme sanctioned in terms of the draft Order