Hong Kong Case Law: Decisions & Judgments

Topic

Appointment and removal of directors

Legal area

Court

21 May 2025

CHINA STEM CELLS (SOUTH) COMPANY LTD (INCORPORATED IN THE BRITISH VIRGIN ISLANDS) v. ZHENG TING AND OTHERS

Citation

[2025] HKCA 326
Court

Court of Appeal
Case number

CACV82/2024

The Court upheld the trial judge's findings that the impugned transfers, allotments and appointment resolutions were created on or after 29 September 2022 and backdated to 12/13 September 2022 (and thus void for want of authority or voidable for breach of fiduciary duty); the judge was entitled to consider evidence concerning the 2019 Security Arrangement insofar as it impacted credibility and the fiduciary-duty issues; any misstatement about evidential burden did not affect outcome because the appellants' evidence was rejected on credibility; PIML's pleading objection and argument of unfairn…
26 Mar 2018

ACROPOLIS LTD suing on behalf of itself and all other shareholders in AESO HOLDING LTD AND ANOTHER v. W&Q INVESTMENT LTD AND OTHERS

Citation

[2018] HKCA 184
Court

Court of Appeal
Case number

CACV276/2017

The Court of Appeal allowed the appeals, set aside the interlocutory injunction because the judge erred in assessing the balance of convenience: there was insufficient evidence of asset dissipation or irreparable harm caused by allowing the New Board to act, the injunction would deprive the listed company of a functioning board and cause harm not adequately compensable by damages, and the undertakings offered by the appellants provided adequate safeguards; however the cross‑injunction restraining the 2nd Plaintiff from acting for the companies without board authorization was appropriate and w…
2 Mar 2016

KUDETA LTD AND OTHERS v. CHRIS AU AND OTHERS

Citation

KUDETA LTD AND OTHERS v. CHRIS AU AND OTHERS
Court

Court of First Instance
Case number

HCA2063/2015

The application was refused because the court found insufficient and contested evidence on the papers to justify intervention, including unresolved factual disputes about the board meeting and sequence of events, and because the application impermissibly sought to regulate the internal affairs of a BVI company without a clear juridical basis; therefore no mandatory orders were made and costs were ordered against the plaintiffs.
23 Jul 2015

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

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
Court

Court of First Instance
Case number

HCA1766/2014

The court refused to give directions that would effect a change to the board composition of the listed company or permit split voting because (i) these are intrusive, effectively final, commercial decisions inappropriate at an interlocutory stage; (ii) there are no special or overwhelming circumstances justifying such intervention; and (iii) the receivers were attempting to go beyond their remit of preserving the trust asset rather than managing the company.
23 Jul 2015

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

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
Court

Court of First Instance
Case number

HCA1661/2014

The court refused to give the Receivers directions that would have the effect of reconstituting the board of the listed company or to permit split voting: at an interlocutory stage there were no special circumstances justifying such intrusive intervention, the factual bases were contested and the proposed votes risked drastic commercial consequences; receivers must hold the ring and act impartially within the terms of their appointment.
23 Jul 2015

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

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
Court

Court of First Instance
Case number

HCA1564/2015

The court refused to direct the receivers to vote so as to reconstitute the board of the listed company or to approve the receivers' proposed primary or alternative voting plans because (1) interlocutory orders that would change the management of a listed company are exceptional and not justified here, (2) there are contested factual issues and no overwhelming case, (3) the receivers must act impartially and within the scope of their appointment to 'hold the ring', and (4) split voting cannot be directed because the CSI articles vest voting powers in its board. Accordingly the application for…
22 May 2015

MELVIN WAXMAN v. LI FEI YU AND ANOTHER

Citation

MELVIN WAXMAN v. LI FEI YU AND ANOTHER
Court

Court of First Instance
Case number

HCMP1252/2014

The court allowed withdrawal of the Waxmans' applications by dismissing the proceedings but, applying established civil procedure principles and the cited authority, declined to exempt them from costs; accordingly the Waxmans were ordered to pay costs on an indemnity basis with a certificate for two counsel because no exception applied and the court should not probe the merits on a withdrawal application.
6 Dec 2013

RE SO KIU FAN

Citation

RE SO KIU FAN
Court

Court of First Instance
Case number

HCMP242/2005

The application raised unresolved questions of construction and proper exercise of the Feb 2005 receivership order — specifically whether the receiver has authority to appoint permanent directors absent shareholders or a grant of representation, whether the receivership should have ended once the beneficiary attained majority and a personal representative could transfer shares, and whether the receiver has fulfilled his duty to render accounts — and for those reasons the court adjourned the application sine die with liberty to restore to allow the receiver to address these matters.
26 May 2008

KWOK PING SHEUNG WALTER v. SUN HUNG KAI PROPERTIES LTD AND OTHERS

Citation

KWOK PING SHEUNG WALTER v. SUN HUNG KAI PROPERTIES LTD AND OTHERS
Court

Court of Appeal
Case number

CACV145/2008

The application for interlocutory injunction was dismissed because the plaintiff had no arguable contractual entitlement preventing the board from considering removal after the leave period, there was no evidence of improper motive by the directors, and the matter concerned the board's internal management which the court will not ordinarily interfere with; accordingly the balance of convenience did not justify injunctive relief.
17 Mar 2005

TRAFFIC STREAM (BVI) INFRASTRUCTURE LTD v. THE JP MORGAN CHASE BANK AND OTHERS

Citation

TRAFFIC STREAM (BVI) INFRASTRUCTURE LTD v. THE JP MORGAN CHASE BANK AND OTHERS
Court

Court of First Instance
Case number

HCA2301/2004

The mortgage expressly conferred on the Bank the voting and attendant powers to appoint and remove directors and to sell the mortgaged shares; exercise of those powers and any sale or negotiation by directors appointed by the Bank does not clog the mortgagor's equity of redemption because the mortgagor retains the right to an account for any surplus; the US Bankruptcy Court decision addressed the same issues and bars re-litigation on issue estoppel grounds; the plaintiff's case was therefore legally untenable and an abuse of process and must be struck out.