Hong Kong Case Law: Decisions & Judgments

Topic

Court-ordered general meeting

Legal area

Court

11 Sept 2024

JESUSA MENDOZA BENITEZ (in the Will called JESUSA BENITEZ), AS THE EXECUTRIX OF THE ESTATE OF NEIL CRAIG SATTERWHITE, deceased v. TIGER CONSULTING LTD

Citation

[2024] HKCFI 2487
Court

Court of First Instance
Case number

HCMP1236/2024

Because the deceased was the sole member and director leaving no living members or directors, it was impracticable to convene a general meeting; the applicant as legal personal representative has locus standi under section 570(6) and the court therefore must and did exercise its power under section 570 to order a meeting to be convened to enable appointment of a director and to permit administration of the estate.
26 Jul 2024

NORTHERN LIGHT GROUP S.A. v. JENS-ARNE HANSEN

Citation

[2024] HKCFI 1980
Court

Court of First Instance
Case number

HCMP430/2024

The court found it impracticable to convene a meeting because the sole co-member and director refused to call or attend an EGM, leaving the company paralysed; exercising its discretion under s570 the court ordered that a general meeting be convened and that one member present be treated as a quorum and awarded costs to the applicant.
26 Jul 2024

KE ZUNJU v. FUMA INTERNATIONAL LTD

Citation

[2024] HKCFI 1915
Court

Court of First Instance
Case number

HCMP337/2023

The Court found on the evidence (the arbitration Award, Hong Kong enforcement orders, the instrument of transfer executed pursuant to an order and the Plaintiff's register entry) that the Plaintiff had established membership and majority shareholding; the Company’s produced register did not displace that evidence; it was impracticable to call a general meeting due to refusal to form a quorum; accordingly the Court exercised its discretion under s570 CO to order a general meeting with ancillary directions and refused the stay and further evidence applications as they were late, speculative and…
6 Sept 2023

IP WOON SHUN v. GOOD CHINA HOLDINGS LTD AND OTHERS

Citation

[2023] HKCFI 2306
Court

Court of First Instance
Case number

HCMP1082/2023

Section 570(6) confers standing on the legal personal representative and section 570(2)(b) empowers the court to order meetings where it is impracticable to convene them; accordingly the court properly ordered general meetings to enable the beneficiaries to pass resolutions appointing Clarisse as director and authorised the applicant to convene and constitute quorum for those meetings.
5 May 2021

YEUNG KA LAI v. MARK GAIN INVESTMENT LTD

Citation

[2021] HKCFI 1382
Court

Court of First Instance
Case number

HCMP473/2021

The court exercised its discretion under section 570 of the Companies Ordinance and ordered relief in terms sought by the applicant because the death of the majority shareholder and pending caveat on the estate made it impracticable to convene a meeting or constitute a quorum, the applicant had locus as a director and contributory, and there were no countervailing factors or demonstrated unfair prejudice to deny relief.
30 May 2018

DONG CHENGTIAN AND ANOTHER v. CHONG CHA HWA AND OTHERS

Citation

[2018] HKCFI 1184
Court

Court of First Instance
Case number

HCMP738/2018

The court held that the chairman's rejection of valid proxies was unlawful and irrational, that in the context of repeated and systematic attempts to prevent shareholders exercising voting rights it was impracticable to conduct an EGM in accordance with the company’s articles, and that s570 therefore empowered the court to order a court-convened EGM. The court ordered an EGM on 20 May 2018 and granted an interlocutory injunction restraining the remaining directors (Chong and Zhao) from acting as directors pending that EGM, and gave ancillary directions including variation of directions to the…
7 Oct 2009

RE HONG KONG COLLEGE OF COMMUNITY MEDICINE

Citation

RE HONG KONG COLLEGE OF COMMUNITY MEDICINE
Court

Court of First Instance
Case number

HCMP1694/2009

The court exercised its discretion under section 111(2) to grant relief because the failure to hold the 2008 AGM was an inadvertent oversight without intent to contravene the statute or articles, the council undertook future compliance, and the statutory framework permits the court to call a meeting and give directions including deeming quorum and requiring a resolution that the meeting be treated as the AGM for the missed year with notice to the Registrar as mandated by sections 111(3)-(4).
27 Jul 2007

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER

Citation

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER
Court

Court of First Instance
Case number

HCMP2672/2006

The court ordered that annual general meetings be called for each of the three companies under its powers (s114B), permitted one member to constitute a quorum, and imposed conditions to preserve the status quo pending resolution of challenges: directors to be elected as an even number half-nominated by Ben Ng and half by the Choi Plaintiffs, and each director nominated by Ben Ng (including Ben Ng) restrained from acting until undertakings are delivered that they will not exclude or diminish rights of the Choi-nominated directors or alter the companies' constitution or capital pending the subs…
13 Oct 1980

JABRIN LTD v. UNLONG TUNG YICK LAND INVESTMENT CO LTD

Citation

JABRIN LTD v. UNLONG TUNG YICK LAND INVESTMENT CO LTD
Court

Court of First Instance
Case number

HCMP589/1980

Where transferees have paid for shares and transfers were presented for registration, and where the company/directors have failed to exercise any veto within a reasonable time (including where there is no effective board), the transferee is entitled to registration and the court will refuse rectification removing the transferee; ex parte orders obtained by suppression of material facts will be discharged; where management dereliction threatens company property or contractual performance the court will appoint a receiver to protect the assets and business.