Hong Kong Case Law: Decisions & Judgments

Topic

Court-ordered meeting

Legal area

Court

6 Sept 2013

STANDARD BANK OFFSHORE TRUST COMPANY JERSEY LTD as Trustee of the St George\'s Settlement v. BELGRAVIA PROPERTIES LTD

Citation

STANDARD BANK OFFSHORE TRUST COMPANY JERSEY LTD as Trustee of the St George\'s Settlement v. BELGRAVIA PROPERTIES LTD
Court

Court of First Instance
Case number

HCMP1148/2013

Where a company has defaulted in holding its annual general meeting as required by s111(1), the court, upon an application by a member, should normally exercise its discretion under s111(2) to call or direct the calling of a general meeting to remedy the default unless exceptional circumstances are demonstrated with cogent evidence; s111(2) does not require a preliminary showing of impracticability as under s114B.
5 Mar 2008

RE LI WANCHENG

Citation

RE LI WANCHENG
Court

Court of First Instance
Case number

HCMP155/2008

The court exercised its discretion under s.114B to order that a general meeting be called and that the attendance of the applicant alone be deemed a sufficient quorum because only one director remained, the articles required two directors and a quorum of two, there was no practical means to regularise the deceased director's shareholding, and the order was necessary to enable appointment of an additional director and to facilitate the company's business.
27 Jul 2007

NG WING HONG v. CHOI TAK LAN AND OTHERS

Citation

NG WING HONG v. CHOI TAK LAN AND OTHERS
Court

Court of First Instance
Case number

HCMP2276/2006

The court exercised its statutory discretion under the Companies Ordinance to order that annual general meetings be called for each of the three companies within ten days, with one member as a quorum, and imposed tailored interim conditions (equal director nominations and restraints on directors nominated by Ben Ng until undertakings delivered) to preserve the status quo pending determination of the substantive challenges to share allotments and EGMs.
27 Jul 2007

NG WING HONG v. CHOI TAK LAN AND OTHERS

Citation

NG WING HONG v. CHOI TAK LAN AND OTHERS
Court

Court of First Instance
Case number

HCMP2274/2006

Where it is impracticable for a company to hold its AGM because members refuse to attend, the court will order meetings under s114B to restore corporate functioning but will impose tailored interim restraints to preserve the status quo and prevent a challenged majority from prejudicing other members pending determination of substantive disputes; accordingly AGMs of the three companies were ordered with one-member quorum, balanced director nominations and undertakings restraining exercise of majority rights.
6 Oct 1993

HONG KONG KOREAN CHURCH LTD. and Others v. LEE SUN and Others

Citation

HONG KONG KOREAN CHURCH LTD. and Others v. LEE SUN and Others
Court

Court of First Instance
Case number

HCA7989/1993

There was sufficient doubt and practical inability to hold an orderly general meeting under the Articles because of disputed control and procedural defects; under s114B the Court has jurisdiction to order a meeting with specified conditions to resolve committee membership; consequently the Court ordered a court-directed meeting with procedural safeguards but declined broad interlocutory injunctions sought by the plaintiffs, accepting undertakings on accounts instead.
6 Oct 1993

HONG KONG KOREAN CHURCH LTD. and Others v. WHANG EUN-SOO and Others

Citation

HONG KONG KOREAN CHURCH LTD. and Others v. WHANG EUN-SOO and Others
Court

Court of First Instance
Case number

HCA8129/1993

The Korean-language 1984 document was not a valid adoption of Articles or Bye-laws and therefore could not govern; there was sufficient doubt and practical impediment about who legitimately controlled the Executive Committee to make it impracticable to convene a lawful meeting; accordingly the court exercised its s.114B power to order an extraordinary general meeting with prescribed procedural safeguards, declined to grant broad injunctions sought by plaintiffs but accepted undertakings on accounts and limited the Executive Committee to seven elected members pending the ordered meeting.

Hong Kong Case Law

STANDARD BANK OFFSHORE TRUST COMPANY JERSEY LTD as Trustee of the St George\'s Settlement v. BELGRAVIA PROPERTIES LTD

RE LI WANCHENG

NG WING HONG v. CHOI TAK LAN AND OTHERS

NG WING HONG v. CHOI TAK LAN AND OTHERS

HONG KONG KOREAN CHURCH LTD. and Others v. LEE SUN and Others

HONG KONG KOREAN CHURCH LTD. and Others v. WHANG EUN-SOO and Others