ACOS S.P.A. v. TSE SIU KEUNG AND ANOTHER

ACOS S.P.A. v. TSE SIU KEUNG AND ANOTHER

The court found that at the time the application was issued it was impracticable to convene an extraordinary general meeting because the 1st Defendant's conduct and explanations were not credible and it was likely he would continue to avoid attendance; accordingly an order under s114B in the terms of the originating...

Source-derived case information.

Citation
ACOS S.P.A. v. TSE SIU KEUNG AND ANOTHER
Parties
Plaintiff: Plaintiff; 1st Defendant: 1st Defendant; 2nd Defendant (company): Acos (China) Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 January 2012
Case Number
HCMP1978/2011
Procedural Posture
Application Under Companies Ordinance S114 B to Convene Extraordinary General Meeting for Removal of Director / Originating Summons Hearing and Judgment
Outcome
Order granted in terms of the originating summons under section 114B of the Companies Ordinance to convene an extraordinary general meeting to consider removal of the 1st Defendant as director
Legal Topics
Removal of Director, Extraordinary General Meeting, Companies Ordinance S114 B, Proxies and S115
Source Language
en
Company Law Civil Procedure Removal of Director Extraordinary General Meeting Companies Ordinance S114 B Proxies and S115

Source-derived case record

Summary, issues, holding and outcome

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Parties

Plaintiff

Plaintiff

1st Defendant

1st Defendant

Acos (China) Limited

2nd Defendant (company)

Procedural Posture

Application Under Companies Ordinance S114 B to Convene Extraordinary General Meeting for Removal of Director / Originating Summons Hearing and Judgment

Legal Issues

  1. 1 Whether it was impracticable to convene an extraordinary general meeting
  2. 2 Whether the 1st Defendant's explanation for non-attendance was genuine or disingenuous
  3. 3 Whether the court should exercise its power under s114B to order a meeting

Ratio Decidendi

The court found that at the time the application was issued it was impracticable to convene an extraordinary general meeting because the 1st Defendant's conduct and explanations were not credible and it was likely he would continue to avoid attendance; accordingly an order under s114B in the terms of the originating summons was appropriate.

Court Disposition

Order granted in terms of the originating summons under section 114B of the Companies Ordinance to convene an extraordinary general meeting to consider removal of the 1st Defendant as director

Orders

  • Order under section 114B of the Companies Ordinance directing the company to convene an extraordinary general meeting in the terms of the originating summons to consider and vote on the removal of the 1st Defendant as a director