Hong Kong Case Law: Decisions & Judgments

Topic

Connected transactions and disclosure

Legal area

Court

12 Oct 2021

HKSAR v. CHEN KEEN (alias JACK CHEN) AND OTHERS

Citation

[2021] HKCFI 3046
Court

Court of First Instance
Case number

HCCC309/2019

SEHK officers (Mr Wong and Ms Ngai) are permitted to give evidence about their understanding and application of the Ordinance and Listing Rules insofar as that explains how they carried out the SEHK's duties on the basis of proved facts or facts the prosecution expects to prove; however definitive legal construction of the Listing Rules is for the court and the jury must follow judicial directions if the witnesses' views diverge from the correct legal position; hypothetical or purely theoretical questions and general legal pronouncements by the witnesses are inadmissible.
2 Apr 2020

SECURITIES AND FUTURES COMMISSION v. TONG SHEK LUN AND OTHERS

Citation

[2020] HKCFI 435
Court

Court of First Instance
Case number

HCMP2386/2014

On the agreed undisputed facts the court was satisfied the company’s affairs were conducted in a manner within s214(1)(a)-(d): Tong caused/permured reduction of the SPA consideration, diverted a US$1,000,000 consultancy opportunity to his company and caused material non-disclosure of the Consultancy Agreement making the transaction a connected/major transaction; Ko and Chung failed to exercise reasonable skill and care. The court made disqualification orders (Tong 7 years from 16 March 2018 to 9 August 2023; Ko and Chung 5 years from 16 March 2018 to 9 August 2021) and ordered the three respo…
17 Dec 2015

HKSAR v. IP WING LUN

Citation

HKSAR v. IP WING LUN
Court

Court of Appeal
Case number

CACC368/2014

Viewing the summing‑up as a whole and in context of a long, complex multi‑defendant commercial trial, the judge adequately placed the essentials of D5's defence before the jury; any isolated remarks or expression of tentative judicial view did not render the trial unfair and did not render the verdict unsafe, therefore the appeal is dismissed and the conviction is upheld.
30 May 2006

WADDINGTON LTD v. CHAN CHUN HOO THOMAS AND OTHERS

Citation

WADDINGTON LTD v. CHAN CHUN HOO THOMAS AND OTHERS
Court

Court of Appeal
Case number

CACV220/2005

The Court of Appeal dismissed the first defendant's appeal and allowed the plaintiff's cross-appeal: the judge below was wrong to strike out the statement of claim in its entirety and to require proof of a prima facie case at strike-out stage; the pleaded facts were sufficient to permit the derivative action to proceed to trial; double/multiple derivative actions are maintainable in principle; issues of control, causation and reflected loss are matters for trial rather than a strike-out; the first defendant was ordered to bear costs nisi.
19 Nov 1999

SECURITIES AND FUTURES COMMISSION v. MANDARIN RESOURCES CORPORATION LTD. AND ANOTHER

Citation

SECURITIES AND FUTURES COMMISSION v. MANDARIN RESOURCES CORPORATION LTD. AND ANOTHER
Court

Court of First Instance
Case number

HCCW348/1996

On the totality of evidence and permissible inferences the court found Chim to have exercised effective control (as shadow director) of Mandarin and Lucky Man and to have orchestrated connected transactions (notably the Markle Land sale, circular flow of funds, Idmiston sale and the 4.5m Lucky Man share transaction) that were undervalued, inadequately disclosed and unfairly prejudicial to minority shareholders; those findings satisfy the ingredients of s.37A such that the petitioner is entitled to remedies including an order for purchase of minority shares and consideration of director disqua…

Hong Kong Case Law

HKSAR v. CHEN KEEN (alias JACK CHEN) AND OTHERS

SECURITIES AND FUTURES COMMISSION v. TONG SHEK LUN AND OTHERS

HKSAR v. IP WING LUN

WADDINGTON LTD v. CHAN CHUN HOO THOMAS AND OTHERS

SECURITIES AND FUTURES COMMISSION v. MANDARIN RESOURCES CORPORATION LTD. AND ANOTHER