MIKE GHIAS AND ANOTHER v. SIRNAOMICS LTD AND ANOTHER

MIKE GHIAS AND ANOTHER v. SIRNAOMICS LTD AND ANOTHER

The court found that the true substance of the Petitioners' dispute is enforcement and removal of the Restrictive Legend which, on a prima facie assessment, was imposed pursuant to Clause 6.7 of the Members' Agreement; because that matter is contractually within the arbitration clause of the Members' Agreement and the Petitioners' pleading sought to avoid arbitration, the proceedings must be stayed under s.20 Arbitration Ordinance in favour of arbitration; the Members' Agreement (not the Share Exchange Agreement) provides the operative basis for referral to arbitration.

Citation
[2025] HKCFI 4284
Parties
1st Petitioner: Mike Ghias; 2nd Petitioner: Asghar Ghias; 1st Respondent (company): Sirnaomics Limited; 2nd Respondent: Dr. Yang Lu alias Patrick Lu
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
19 September 2025
Case Number
HCMP41/2025
Procedural Posture
Section 724 Companies Ordinance Petition (shareholder Petition) / Chambers Hearing and Decision on S.20 Arbitration Ordinance Stay Applications
Outcome
Applications for stay allowed; all further proceedings against the 1st and 2nd Respondents stayed pursuant to section 20 of the Arbitration Ordinance in favour of arbitration under the Members' Agreement
Legal Topics
Stay of Proceedings, Arbitration Clause Jurisdiction, Restrictive Legend on Share Certificates, Transferability of Shares, Implied Terms in Articles, Directors' Duties (braganza)
Source Language
EN
Company Law Arbitration Law Contract Law Securities/listing Rules Civil Procedure Stay of Proceedings Arbitration Clause Jurisdiction Restrictive Legend on Share Certificates +3 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 5 Authorities cited 10 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Mike Ghias

1st Petitioner

Asghar Ghias

2nd Petitioner

Sirnaomics Limited

1st Respondent (company)

Dr. Yang Lu alias Patrick Lu

2nd Respondent

Procedural Posture

Section 724 Companies Ordinance Petition (shareholder Petition) / Chambers Hearing and Decision on S.20 Arbitration Ordinance Stay Applications

Legal Issues

  1. 1 Whether the dispute over removal of restrictive legend and transfer of shares falls within the arbitration clause in the Members' Agreement/Share Exchange Agreement
  2. 2 Whether the Members' Agreement (clause 6.7) governs the Petitioners' entitlement to removal of the restrictive legend
  3. 3 Whether the Members' Agreement had expired on consummation of the IPO so as to defeat arbitration

Ratio Decidendi

The court found that the true substance of the Petitioners' dispute is enforcement and removal of the Restrictive Legend which, on a prima facie assessment, was imposed pursuant to Clause 6.7 of the Members' Agreement; because that matter is contractually within the arbitration clause of the Members' Agreement and the Petitioners' pleading sought to avoid arbitration, the proceedings must be stayed under s.20 Arbitration Ordinance in favour of arbitration; the Members' Agreement (not the Share Exchange Agreement) provides the operative basis for referral to arbitration.

Court Disposition

Applications for stay allowed; all further proceedings against the 1st and 2nd Respondents stayed pursuant to section 20 of the Arbitration Ordinance in favour of arbitration under the Members' Agreement

Orders

  • All further proceedings in these proceedings against the 1st and 2nd Respondents are stayed pursuant to section 20 of the Arbitration Ordinance in favour of arbitration under the Members' Agreement
  • Petitioners to pay the Company costs summarily assessed at HK$300,000 with certificate for two counsel