張才奎所託管中國山水投資有限公司股份 AND ANOTHER v. 張才奎 AND ANOTHER

張才奎所託管中國山水投資有限公司股份 AND ANOTHER v. 張才奎 AND ANOTHER

The court directed the receivers to seek a four-week adjournment of the CSCG EGM to ascertain plaintiffs' positions and, if adjournment could not be obtained, to vote the CSI shares against the placement resolutions because there was material indicating both the 1st defendant and prima facie a large number of plaintiffs opposed the placement and receivers exist to preserve the property and voting rights for those entitled; the court refused the 1st defendant's request to direct the receivers to abstain.

Citation
張才奎所託管中國山水投資有限公司股份 AND ANOTHER v. 張才奎 AND ANOTHER
Parties
Plaintiffs: Plaintiffs (consolidated, 2,631); 1st Defendant: Mr Zhang Snr; Receivers Appointed Over CSI: Receivers (of CSI)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
20 February 2017
Case Number
HCA2191/2014
Procedural Posture
Civil Consolidated Shareholders' Action (receivership) / Chambers Urgent Directions Hearing (interim)
Outcome
Court gave urgent directions to the receivers and refused the 1st defendant's application to direct abstention
Legal Topics
Receivership, Shareholders' Voting Rights, Constructive Trust, Share Placement, Adjournment of EGM
Source Language
EN
Equity Company Law Trusts Civil Procedure Receivership Shareholders' Voting Rights Constructive Trust Share Placement +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 3 Party arguments 2 Amounts and remedies 16
Sign in to unlock

Parties

Plaintiffs (consolidated, 2,631)

Plaintiffs

Mr Zhang Snr

1st Defendant

Receivers (of CSI)

Receivers Appointed Over CSI

Procedural Posture

Civil Consolidated Shareholders' Action (receivership) / Chambers Urgent Directions Hearing (interim)

Legal Issues

  1. 1 Whether the receivers should be directed to cause CSI to seek an adjournment of CSCG's EGM and, failing that, to vote the CSI shares against the proposed placement resolutions
  2. 2 Whether the receivers should be directed to abstain from voting on all CSI resolutions including board composition
  3. 3 Whether the views recorded by certain plaintiffs are sufficiently established to bind the receivers in exercising voting rights

Ratio Decidendi

The court directed the receivers to seek a four-week adjournment of the CSCG EGM to ascertain plaintiffs' positions and, if adjournment could not be obtained, to vote the CSI shares against the placement resolutions because there was material indicating both the 1st defendant and prima facie a large number of plaintiffs opposed the placement and receivers exist to preserve the property and voting rights for those entitled; the court refused the 1st defendant's request to direct the receivers to abstain.

Court Disposition

Court gave urgent directions to the receivers and refused the 1st defendant's application to direct abstention

Orders

  • The Receivers are directed to exercise the rights attached to the shares in receivership in China Shanshui Investment Company Limited (CSI) to seek an adjournment of the Extraordinary General Meeting of China Shanshui Cement Group Limited scheduled for 17 February 2017 for 4 weeks (or such longer period as is...
  • If the Receivers fail to obtain such adjournment, they are directed to vote the shares in receivership against the resolutions at the EGM of China Shanshui Cement Group Limited