ACROPOLIS LIMITED suing on behalf of itself and all other shareholders in AESO HOLDING LTD AND ANOTHER v. W&Q INVESTMENT LTD AND OTHERS

ACROPOLIS LIMITED suing on behalf of itself and all other shareholders in AESO HOLDING LTD AND ANOTHER v. W&Q INVESTMENT LTD AND OTHERS

The summons to stay the Counterclaim was dismissed as a case‑management decision: the Counterclaim could proceed in separate proceedings already commenced and the court ordered a split trial with the principal issues tried first and the Counterclaim to be tried subsequently, with synchronized timetables and specific filing directions.

Citation
[2018] HKCFI 510
Parties
Petitioner / 1st Plaintiff: ACROPOLIS LIMITED; 1st Respondent / 1st Defendant / Plaintiff by Counterclaim: W&Q INVESTMENT LIMITED; 2nd Respondent / 2nd Defendant: LIU CHANG KIEN WILSON; 3rd Respondent / 3rd Defendant: ZHANG QI ANGEL; 4th Respondent / 4th Defendant: LAW WING KIT GARY; 5th Respondent / 1st Plaintiff by Counterclaim / 5th Defendant: TO LUNG SANG; 6th Respondent / 2nd Plaintiff by Counterclaim / 6th Defendant: CHAN KOOI POR BENJAMIN; 7th Respondent / 3rd Plaintiff by Counterclaim / 7th Defendant: CHEUNG DENISE; 8th Respondent / 4th Plaintiff by Counterclaim / 8th Defendant: CHAN HIN HAI HENRY; 9th Respondent / 5th Plaintiff by Counterclaim / 9th Defendant: KORT WING HO JOSEPH; 10th Respondent / 10th Defendant: KO KWOK FAI DENNIS; 11th Respondent / 11th Defendant: TO MAN CHOY JACKY; 12th Respondent / 12th Defendant: TSANG KWOK SHAN SANDY; 13th Respondent: ZHANG CHENWEI; 14th Respondent / 14th Defendant: AESO HOLDING LIMITED; 15th Respondent: WANG KIE; 16th Respondent: LAM CHEUK YU; 2nd Plaintiff (hca): CHAN SIU CHUNG; 13th Defendant (hca): DANIEL KAN PUI KEI; 15th Defendant (hca): AESCHYLUS LIMITED; 16th Defendant (hca): AESO LIMITED; 1st Defendant by Counterclaim (hca): DRAGON SUCCESS ENTERPRISE LIMITED; 3rd Defendant by Counterclaim (hca): CHEUNG HIU TUNG; 4th Defendant by Counterclaim (hca): LEE CHI CHUNG; 5th Defendant by Counterclaim (hca): WANG AISHENG; 6th Defendant by Counterclaim (hca): YE WENXIN
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 March 2018
Case Number
HCA1496/2017
Procedural Posture
Companies Winding Up Proceedings and Related Civil Action (consolidated) / Post‑cmc, Pre‑trial Directions (split Trial Ordered)
Outcome
Acropolis's summons to stay the Counterclaim dismissed; split trial ordered; synchronized timetable and further case management directions given.
Legal Topics
Fraudulent Listing, Private Placement Manipulation, Stay of Proceedings, Split Trial, Case Management
Source Language
EN
Company Law Civil Procedure Securities/listing Law Derivative Actions Fraudulent Listing Private Placement Manipulation Stay of Proceedings Split Trial +1 more

Case Brief

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Parties

ACROPOLIS LIMITED

Petitioner / 1st Plaintiff

W&Q INVESTMENT LIMITED

1st Respondent / 1st Defendant / Plaintiff by Counterclaim

LIU CHANG KIEN WILSON

2nd Respondent / 2nd Defendant

ZHANG QI ANGEL

3rd Respondent / 3rd Defendant

LAW WING KIT GARY

4th Respondent / 4th Defendant

TO LUNG SANG

5th Respondent / 1st Plaintiff by Counterclaim / 5th Defendant

CHAN KOOI POR BENJAMIN

6th Respondent / 2nd Plaintiff by Counterclaim / 6th Defendant

CHEUNG DENISE

7th Respondent / 3rd Plaintiff by Counterclaim / 7th Defendant

CHAN HIN HAI HENRY

8th Respondent / 4th Plaintiff by Counterclaim / 8th Defendant

KORT WING HO JOSEPH

9th Respondent / 5th Plaintiff by Counterclaim / 9th Defendant

KO KWOK FAI DENNIS

10th Respondent / 10th Defendant

TO MAN CHOY JACKY

11th Respondent / 11th Defendant

TSANG KWOK SHAN SANDY

12th Respondent / 12th Defendant

ZHANG CHENWEI

13th Respondent

AESO HOLDING LIMITED

14th Respondent / 14th Defendant

WANG KIE

15th Respondent

LAM CHEUK YU

16th Respondent

CHAN SIU CHUNG

2nd Plaintiff (hca)

DANIEL KAN PUI KEI

13th Defendant (hca)

AESCHYLUS LIMITED

15th Defendant (hca)

AESO LIMITED

16th Defendant (hca)

DRAGON SUCCESS ENTERPRISE LIMITED

1st Defendant by Counterclaim (hca)

CHEUNG HIU TUNG

3rd Defendant by Counterclaim (hca)

LEE CHI CHUNG

4th Defendant by Counterclaim (hca)

WANG AISHENG

5th Defendant by Counterclaim (hca)

YE WENXIN

6th Defendant by Counterclaim (hca)

Procedural Posture

Companies Winding Up Proceedings and Related Civil Action (consolidated) / Post‑cmc, Pre‑trial Directions (split Trial Ordered)

Legal Issues

  1. 1 Whether paras 70–127 and prayers (1)–(18) of the Counterclaim should be stayed pending resolution of the principal issues in the Petition and HCA
  2. 2 Whether the Petition and HCA should be tried together and whether a split trial is appropriate
  3. 3 Whether W&Q may continue to prosecute derivative claims given potential outcomes of the Petition/HCA

Ratio Decidendi

The summons to stay the Counterclaim was dismissed as a case‑management decision: the Counterclaim could proceed in separate proceedings already commenced and the court ordered a split trial with the principal issues tried first and the Counterclaim to be tried subsequently, with synchronized timetables and specific filing directions.

Court Disposition

Acropolis's summons to stay the Counterclaim dismissed; split trial ordered; synchronized timetable and further case management directions given.

Orders

  • The Plaintiffs in the HCA to file their Reply and Defence to Counterclaim including the Counterclaim by 5pm on 28 February 2018
  • The Petition shall stand as Points of Claim