OCEAN TOP INVESTMENTS LTD v. DEJIN RESOURCES GROUP COMPANY LTD

OCEAN TOP INVESTMENTS LTD v. DEJIN RESOURCES GROUP COMPANY LTD

Section 70 of the Companies Ordinance (Cap.32) does not apply to companies incorporated outside Hong Kong, including those registered under Part XI; the statutory definition of "company" in s2(1) restricts Part II obligations to companies formed or registered under the Ordinance and the Ordinance itself contains express provisions where non‑Hong Kong companies are to be governed. Accordingly the originating summons seeking an order under s70 was dismissed and costs were awarded to the respondent.

Citation
OCEAN TOP INVESTMENTS LTD v. DEJIN RESOURCES GROUP COMPANY LTD
Parties
Applicant: Applicant; Respondent: Respondent
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
7 January 2015
Case Number
HCMP1307/2014
Procedural Posture
Originating Summons / Decision on Originating Summons
Outcome
Originating summons dismissed; Applicant to pay Respondent's costs.
Legal Topics
Issue of Share/debenture Certificates, Jurisdiction Over Foreign Incorporated Companies, Interpretation of Companies Ordinance S70, Transitional and Saving Provisions
Source Language
EN
Company Law Corporate Law Statutory Interpretation Civil Procedure Issue of Share/debenture Certificates Jurisdiction Over Foreign Incorporated Companies Interpretation of Companies Ordinance S70 Transitional and Saving Provisions

Case Brief

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Parties

Applicant

Applicant

Respondent

Respondent

Procedural Posture

Originating Summons / Decision on Originating Summons

Legal Issues

  1. 1 Whether s70 of the Companies Ordinance (Cap.32) applies to companies incorporated outside Hong Kong (including those registered under Part XI)
  2. 2 Whether the certificate sought should be denied on grounds it is sought in furtherance of an alleged fraudulent scheme and whether that issue is suitable for summary determination

Ratio Decidendi

Section 70 of the Companies Ordinance (Cap.32) does not apply to companies incorporated outside Hong Kong, including those registered under Part XI; the statutory definition of "company" in s2(1) restricts Part II obligations to companies formed or registered under the Ordinance and the Ordinance itself contains express provisions where non‑Hong Kong companies are to be governed. Accordingly the originating summons seeking an order under s70 was dismissed and costs were awarded to the respondent.

Court Disposition

Originating summons dismissed; Applicant to pay Respondent's costs.

Orders

  • Originating summons dismissed.
  • Applicant ordered to pay the Respondent's costs.