LAM SIU LEUNG AND ANOTHER v. KOOVER WOOLLEN KNITTING FACTORY LTD. AND OTHERS

LAM SIU LEUNG AND ANOTHER v. KOOVER WOOLLEN KNITTING FACTORY LTD. AND OTHERS

The court directed the appointment of a jointly retained independent accountant (by agreement or court appointment) to value the petitioners' shares as at 15 October 1998 on a net assets basis without a minority discount, with full access to company books and addition of sums misappropriated by the 4th respondent back to company assets; procedural steps and timelines for selection, investigations, auction and completion were ordered and the petitioners were ordered to pay the 3rd respondent's costs to be taxed if not agreed.

Citation
LAM SIU LEUNG AND ANOTHER v. KOOVER WOOLLEN KNITTING FACTORY LTD. AND OTHERS
Parties
1st Petitioner: LAM SIU LEUNG; 2nd Petitioner: YUEN POON HING; 1st Respondent: KOOVER WOOLLEN KNITTING FACTORY LIMITED; 2nd Respondent: HOOVER WOOLLEN KNITWEARS LIMITED; 3rd Respondent: CHINA WOOLLEN KNITWEARS LIMITED; 4th Respondent: YUEN KWING YEUNG; 5th Respondent: YUEN CHI HUNG
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
15 December 2000
Case Number
HCMP6321/1998
Procedural Posture
Section 168 a Petition Under Companies Ordinance (miscellaneous Proceedings) / Directions Stage
Outcome
Court issued directions appointing an independent accountant and setting valuation methodology, access to documents, procedural timelines for valuation and sale, and ordered petitioners to pay the 3rd respondent's costs to be taxed if not agreed.
Legal Topics
Share Valuation, Appointment of Expert, Minority Shareholder Rights, Misappropriation, Costs
Source Language
EN
Company Law Civil Procedure Equity Share Valuation Appointment of Expert Minority Shareholder Rights Misappropriation Costs

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Parties

LAM SIU LEUNG

1st Petitioner

YUEN POON HING

2nd Petitioner

KOOVER WOOLLEN KNITTING FACTORY LIMITED

1st Respondent

HOOVER WOOLLEN KNITWEARS LIMITED

2nd Respondent

CHINA WOOLLEN KNITWEARS LIMITED

3rd Respondent

YUEN KWING YEUNG

4th Respondent

YUEN CHI HUNG

5th Respondent

Procedural Posture

Section 168 a Petition Under Companies Ordinance (miscellaneous Proceedings) / Directions Stage

Legal Issues

  1. 1 Whether an independent accountant should be appointed to value the petitioners' shares
  2. 2 Appropriate basis and date for valuation (net assets basis, no minority discount, valuation date)
  3. 3 Whether misappropriated sums should be added back to company assets

Ratio Decidendi

The court directed the appointment of a jointly retained independent accountant (by agreement or court appointment) to value the petitioners' shares as at 15 October 1998 on a net assets basis without a minority discount, with full access to company books and addition of sums misappropriated by the 4th respondent back to company assets; procedural steps and timelines for selection, investigations, auction and completion were ordered and the petitioners were ordered to pay the 3rd respondent's costs to be taxed if not agreed.

Court Disposition

Court issued directions appointing an independent accountant and setting valuation methodology, access to documents, procedural timelines for valuation and sale, and ordered petitioners to pay the 3rd respondent's costs to be taxed if not agreed.

Orders

  • Petitioners and 4th/5th respondents to agree choice of accountant within 7 days
  • If no agreement, each side to file list of up to 3 accountants within 14 days after the 7 day period and the Court to appoint an accountant