SINO CENTURY HOLDINGS LTD AND OTHERS v. STRONG PETROCHEMICAL HOLDINGS LTD AND OTHERS

SINO CENTURY HOLDINGS LTD AND OTHERS v. STRONG PETROCHEMICAL HOLDINGS LTD AND OTHERS

The court granted the interim injunction because the chairperson's adjournment was founded on an incorrect factual premise about voting entitlement (contradicted by the 3rd defendant's own BVI affirmation acknowledging no valid resolution could be passed by Forever Winner), creating a real risk the EGM would be further frustrated; the balance of convenience favoured permitting the EGM to proceed and restraining any purported exercise of the 49% voting bloc pending the BVI provisional liquidators' application or further order; leave to appeal was dismissed and no stay granted.

Citation
[2025] HKCFI 456
Parties
1st Plaintiff: SINO CENTURY HOLDINGS LIMITED; 2nd Plaintiff: WANG JIAN SHENG; 3rd Plaintiff: CHEN ZHIZHONG; 1st Defendant: STRONG PETROCHEMICAL HOLDINGS LIMITED; 2nd Defendant: FOREVER WINNER INTERNATIONAL LIMITED; 3rd Defendant: YAO GUOLIANG; 4th Defendant: JIAO JIE
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
17 January 2025
Case Number
HCMP66/2025
Procedural Posture
Companies Ordinance S728 730; Interim Injunction Application Under Company Law / Interim Injunction Hearing and Directions (decision)
Outcome
Interim injunction granted in the terms sought (partial), leave to appeal dismissed, no stay of the order, directions given for filing evidence and adjournment of the amended originating summons for substantive hearing
Legal Topics
Provisional Liquidators, Shareholder Voting Dispute, Adjournment of EGM, Fiduciary Duties, Section 730 Companies Ordinance
Source Language
EN
Company Law Injunctions Civil Procedure Insolvency/cross Border Insolvency Provisional Liquidators Shareholder Voting Dispute Adjournment of EGM Fiduciary Duties +1 more

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Parties

SINO CENTURY HOLDINGS LIMITED

1st Plaintiff

WANG JIAN SHENG

2nd Plaintiff

CHEN ZHIZHONG

3rd Plaintiff

STRONG PETROCHEMICAL HOLDINGS LIMITED

1st Defendant

FOREVER WINNER INTERNATIONAL LIMITED

2nd Defendant

YAO GUOLIANG

3rd Defendant

JIAO JIE

4th Defendant

Procedural Posture

Companies Ordinance S728 730; Interim Injunction Application Under Company Law / Interim Injunction Hearing and Directions (decision)

Legal Issues

  1. 1 Whether an interim injunction should restrain anyone from purporting to exercise the voting right over the 49% block held by Forever Winner
  2. 2 Whether the chairperson's decision to adjourn the EGM was made on a proper factual and legal basis
  3. 3 Whether the balance of convenience favours granting interim relief to enable the EGM to proceed

Ratio Decidendi

The court granted the interim injunction because the chairperson's adjournment was founded on an incorrect factual premise about voting entitlement (contradicted by the 3rd defendant's own BVI affirmation acknowledging no valid resolution could be passed by Forever Winner), creating a real risk the EGM would be further frustrated; the balance of convenience favoured permitting the EGM to proceed and restraining any purported exercise of the 49% voting bloc pending the BVI provisional liquidators' application or further order; leave to appeal was dismissed and no stay granted.

Court Disposition

Interim injunction granted in the terms sought (partial), leave to appeal dismissed, no stay of the order, directions given for filing evidence and adjournment of the amended originating summons for substantive hearing

Orders

  • Interim injunction granted in terms of paragraphs 1-5, 7 and 9 of the plaintiffs' draft order and restraining any person from purporting to exercise the voting right over the 49% shares held by Forever Winner in ListCo pending determination of the 3rd defendant's BVI application for appointment of provisional...
  • Directions for parties to file evidence as set out in the plaintiffs' draft order paragraphs 1-4 with the amended originating summons adjourned for substantive argument with one day reserved to a date to be fixed in consultation with counsel