NG WAI SANG AND ANOTHER v. HO PO YENG AND OTHERS

NG WAI SANG AND ANOTHER v. HO PO YENG AND OTHERS

On the facts fairness required valuing the petitioners' shares as at the date of the order (20 March 2007) because the petitioners had continued to run the Shenzhen subsidiary and should share in resultant value; quasi‑interest was declined given anticipated prompt valuation and availability of interim payments; costs of the valuation form part of the costs of the proceedings and were ordered to be borne jointly and severally by the 1st to 4th respondents.

Citation
NG WAI SANG AND ANOTHER v. HO PO YENG AND OTHERS
Parties
1st Petitioner: NG WAI SANG; 2nd Petitioner: KWONG LAP WAI; 1st Respondent: HO PO YENG; 2nd Respondent: HO WAI MAN; 3rd Respondent: HO MING CHUN; 4th Respondent: HO HIN MING; 5th Respondent: HANG SANG ENGINEERING FACTORY LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
7 November 2007
Case Number
HCCW456/2005
Procedural Posture
Companies (winding Up) / Post Judgment Directions for Buy Out Order and Valuation
Outcome
Order made that 1st to 4th respondents purchase petitioners' shares with valuation as at 20 March 2007; interim payments ordered; costs of petition and valuation to be borne by respondents.
Legal Topics
Unfairly Prejudicial Conduct, Buy Out Order, Valuation Date, Interim Payment on Account, Allocation of Costs
Source Language
EN
Company Law Civil Procedure Shareholder Remedies Valuation Law Unfairly Prejudicial Conduct Buy Out Order Valuation Date Interim Payment on Account +1 more

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Parties

NG WAI SANG

1st Petitioner

KWONG LAP WAI

2nd Petitioner

HO PO YENG

1st Respondent

HO WAI MAN

2nd Respondent

HO MING CHUN

3rd Respondent

HO HIN MING

4th Respondent

HANG SANG ENGINEERING FACTORY LIMITED

5th Respondent

Procedural Posture

Companies (winding Up) / Post Judgment Directions for Buy Out Order and Valuation

Legal Issues

  1. 1 Appropriate valuation date for compulsory purchase of minority shares
  2. 2 Whether quasi‑interest should be awarded when an earlier valuation date is adopted
  3. 3 Whether interim payment on account should be ordered

Ratio Decidendi

On the facts fairness required valuing the petitioners' shares as at the date of the order (20 March 2007) because the petitioners had continued to run the Shenzhen subsidiary and should share in resultant value; quasi‑interest was declined given anticipated prompt valuation and availability of interim payments; costs of the valuation form part of the costs of the proceedings and were ordered to be borne jointly and severally by the 1st to 4th respondents.

Court Disposition

Order made that 1st to 4th respondents purchase petitioners' shares with valuation as at 20 March 2007; interim payments ordered; costs of petition and valuation to be borne by respondents.

Orders

  • 1. 1st to 4th respondents to purchase or procure purchase of the 20 and 10 ordinary shares of $10,000 each registered in the names of the 1st and 2nd petitioners respectively at a price fixed by a Valuer (certified public accountant) to be agreed within 14 days or appointed by HKICPA president.
  • 2. Valuer to value the petitioners' shares by reference to assets, profitability and prospects of the Company and the Shenzhen Company as at 20 March 2007 and without minority discount.