RICH REGION HOLDINGS LTD AND ANOTHER v. GOLD BRILLIANT INVESTMENT LTD AND OTHERS

RICH REGION HOLDINGS LTD AND ANOTHER v. GOLD BRILLIANT INVESTMENT LTD AND OTHERS

The loan agreement and the share charge were sham instruments, no monies were advanced by Great Bliss to Gold Brilliant, consequently the charge never conveyed any legal or equitable interest to Great Bliss and the subsequent assignment to Seashore could not transfer any interest; therefore declarations were made to that effect and Seashore’s counterclaim dismissed; specified loan amounts owed by Gold Brilliant to Rich Region and Concept Pioneer were accepted as due.

Citation
[2024] HKCFI 2034
Parties
1st Plaintiff (hca 1811/2023); Plaintiff (hcmp 1764/2023): Rich Region Holdings Limited; 2nd Plaintiff (hca 1811/2023): Concept Pioneer Limited; 1st Defendant (hca 1811/2023); 1st Defendant (hcmp 1764/2023): Gold Brilliant Investment Limited; 2nd Defendant (hca 1811/2023); 5th Defendant (hcmp 1764/2023): Seashore Global Group Limited; 3rd Defendant (hca 1811/2023): Great Bliss Enterprises Limited; 2nd Defendant (hcmp 1764/2023) (proceedings Discontinued): Cheng Ka Yan; 3rd Defendant (hcmp 1764/2023) (proceedings Discontinued): Wong Kin Ming; 4th Defendant (hcmp 1764/2023): Chairperson of any general meeting of the 1st Defendant
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
2 August 2024
Case Number
HCA1811/2023
Procedural Posture
Company/shareholder and Insolvency Litigation (hca 1811 & HCMP 1764) / Substantive Hearing and Judgment
Outcome
Declarations that the March 2022 loan agreement and the share charge were sham and void; assignment to Seashore did not convey any legal or equitable interest in Gold Brilliant’s shares; Seashore’s counterclaim dismissed; Gold Brilliant liable to pay stated loan amounts to Rich Region and Concept Pioneer; no final...
Legal Topics
Share Charge, Sham Transaction, Assignment, Liquidation, Receivership, Declarations and Injunctions, Loan Agreement
Source Language
EN
Company Law Insolvency Equity Contract Civil Procedure Share Charge Sham Transaction Assignment +4 more

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Parties

Rich Region Holdings Limited

1st Plaintiff (hca 1811/2023); Plaintiff (hcmp 1764/2023)

Concept Pioneer Limited

2nd Plaintiff (hca 1811/2023)

Gold Brilliant Investment Limited

1st Defendant (hca 1811/2023); 1st Defendant (hcmp 1764/2023)

Seashore Global Group Limited

2nd Defendant (hca 1811/2023); 5th Defendant (hcmp 1764/2023)

Great Bliss Enterprises Limited

3rd Defendant (hca 1811/2023)

Cheng Ka Yan

2nd Defendant (hcmp 1764/2023) (proceedings Discontinued)

Wong Kin Ming

3rd Defendant (hcmp 1764/2023) (proceedings Discontinued)

Chairperson of any general meeting of the 1st Defendant

4th Defendant (hcmp 1764/2023)

Procedural Posture

Company/shareholder and Insolvency Litigation (hca 1811 & HCMP 1764) / Substantive Hearing and Judgment

Legal Issues

  1. 1 Whether the March 2022 loan agreement and associated share charge were genuine or a sham
  2. 2 Whether the assignment of the loan agreement and share charge to Seashore conveyed any legal or equitable interest in Gold Brilliant’s shares
  3. 3 Whether Seashore acquired better title than Great Bliss

Ratio Decidendi

The loan agreement and the share charge were sham instruments, no monies were advanced by Great Bliss to Gold Brilliant, consequently the charge never conveyed any legal or equitable interest to Great Bliss and the subsequent assignment to Seashore could not transfer any interest; therefore declarations were made to that effect and Seashore’s counterclaim dismissed; specified loan amounts owed by Gold Brilliant to Rich Region and Concept Pioneer were accepted as due.

Court Disposition

Declarations that the March 2022 loan agreement and the share charge were sham and void; assignment to Seashore did not convey any legal or equitable interest in Gold Brilliant’s shares; Seashore’s counterclaim dismissed; Gold Brilliant liable to pay stated loan amounts to Rich Region and Concept Pioneer; no final...

Orders

  • Declaration that the loan agreement between Great Bliss and Gold Brilliant and the share charge over Gold Brilliant’s shares were shams and void
  • Declaration that the assignment of the loan agreement and the share charge to Seashore did not convey any legal or equitable interest in Gold Brilliant’s shares to Seashore