LUK HIN MAN LAWRENCE AND ANOTHER v. LOK HIN CHING AND OTHERS

LUK HIN MAN LAWRENCE AND ANOTHER v. LOK HIN CHING AND OTHERS

Article 7 does not automatically terminate directorships in the absence of an ordinary general meeting; notwithstanding the disputes between the shareholders, the court will exercise its power under section 111(2) to order that an AGM be convened to allow the company to regulate its affairs; no order as to costs was made.

Citation
LUK HIN MAN LAWRENCE AND ANOTHER v. LOK HIN CHING AND OTHERS
Parties
1st Plaintiff: Luk Hin Man Lawrence; 2nd Plaintiff: 2nd Plaintiff; 1st Defendant: 1st Defendant; 2nd Defendant: 2nd Defendant; 3rd Defendant: 3rd Defendant; Company: Grand Hill Enterprise Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
6 January 2010
Case Number
HCMP2456/2009
Procedural Posture
Application Under Companies Ordinance for Court Ordered Annual General Meeting / Originating Summons Hearing and Decision
Outcome
Order granted to convene an annual general meeting in terms of the originating summons and specified schedule items; no order as to costs.
Legal Topics
Section 111(2) Companies Ordinance, Section 114 B Companies Ordinance, Annual General Meeting, Articles of Association, Director Retirement/continuation
Source Language
EN
Company Law Civil Procedure Section 111(2) Companies Ordinance Section 114 B Companies Ordinance Annual General Meeting Articles of Association Director Retirement/continuation

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Parties

Luk Hin Man Lawrence

1st Plaintiff

2nd Plaintiff

2nd Plaintiff

1st Defendant

1st Defendant

2nd Defendant

2nd Defendant

3rd Defendant

3rd Defendant

Grand Hill Enterprise Limited

Company

Procedural Posture

Application Under Companies Ordinance for Court Ordered Annual General Meeting / Originating Summons Hearing and Decision

Legal Issues

  1. 1 Whether Article 7 operated to terminate existing directorships automatically
  2. 2 Whether the court should order an AGM under section 111(2) or section 114B of the Companies Ordinance
  3. 3 Whether the plaintiffs' motives justified or nullified relief

Ratio Decidendi

Article 7 does not automatically terminate directorships in the absence of an ordinary general meeting; notwithstanding the disputes between the shareholders, the court will exercise its power under section 111(2) to order that an AGM be convened to allow the company to regulate its affairs; no order as to costs was made.

Court Disposition

Order granted to convene an annual general meeting in terms of the originating summons and specified schedule items; no order as to costs.

Orders

  • An Annual General Meeting of Grand Hill Enterprise Limited to be convened and held at 11th Floor, Kwong Hing Building, 959 Canton Road, Mongkok, Kowloon, Hong Kong
  • 21 days notice in writing of the convening of the AGM to be given by the plaintiffs to the 1st and 2nd Defendants