Hong Kong Case Law: Decisions & Judgments

Topic

Director's right of inspection

Legal area

Court

19 Mar 2025

SIT YAU KAM v. FREMERY RESOURCES LTD AND ANOTHER

Citation

[2025] HKCFI 1142
Court

Court of First Instance
Case number

HCMP2627/2024

The plaintiff, being a director, is entitled as of right to inspect and copy the categories of company documents sought under the common law and ss 373-378 of the Companies Ordinance; the 2nd defendant failed to file any evidence to establish that inspection would be detrimental or that the right should be refused; the unsolicited letter is not evidence and is disregarded; accordingly inspection is ordered and costs are awarded against the 2nd defendant.
7 Mar 2024

HOWARD NATHAN SHAPIRO v. ASIA INTERACTIVE SERVICES (HONG KONG) LTD AND OTHERS

Citation

[2024] HKCFI 680
Court

Court of First Instance
Case number

HCMP1429/2022

A director is prima facie entitled to inspect all company documents; the 2nd defendant failed to show by clear proof that inspection would be misused or that access had in fact been provided for the missing categories, therefore inspection must be ordered and the mis-sent email is subject to legal privilege and excluded from use in litigation.
9 Jan 2024

CHO YUK PING v. YOUNG WORLD ENTERPRISE LTD AND ANOTHER

Citation

[2024] HKCFI 155
Court

Court of First Instance
Case number

HCMP1597/2022

The court granted the director's application: Cho is entitled under s.374 and common law to inspect the classes of documents identified; LCK must affirm whether the identified documents are in the Company's power, control or custody and must permit Cho access to available documents unless already provided; costs to follow the event and be paid by LCK.
31 May 2018

YIU HO WING v. CHINA EASE INVESTMENTS LTD

Citation

[2018] HKCFI 1498
Court

Court of First Instance
Case number

HCMP960/2017

Because the applicant had been validly removed as a director prior to the hearing his locus to seek inspection as a director ceased; however the removal occurred at an eleventh hour and the company and adverse shareholders had been aware of the applicant's intention to inspect since 2015, so fairness required an award of costs to the applicant for the originating summons; leave to adduce the defendant's late affirmation was granted and no costs were ordered for that summons or for the withdrawn amendment summons.
30 May 2018

CHAN PAI SHENG DANIEL AND OTHERS v. FULLERTON HEALTHCARE GROUP LTD AND ANOTHER

Citation

[2018] HKCFI 1499
Court

Court of First Instance
Case number

HCMP2628/2017

The court granted the plaintiffs' application for inspection under s374 against the company because the plaintiffs, as directors, were entitled to inspect and no clear proof showed improper use; the 2nd defendant, having resigned, lacked locus to be ordered to procure compliance but was nonetheless ordered to pay the plaintiffs' costs as he ought to have conceded earlier and his opposition caused unnecessary escalation of costs; taxed party-and-party costs were fixed at HKD 280,000 payable within 14 days.
22 Dec 2014

CHU CHUNG MING AND ANOTHER v. LAM WAI DAN AND OTHERS

Citation

CHU CHUNG MING AND ANOTHER v. LAM WAI DAN AND OTHERS
Court

Court of First Instance
Case number

HCCW377/2011

The court found that denial of access to company documents and the continued maintenance of a nominal licence rent benefiting a company wholly owned by the respondents after March 2011 amounted to conduct both unfair and prejudicial to the petitioners as members; other complaints (assault, bank mandate, and alleged excessive cost of works) did not establish unfairness. The appropriate remedy was an order under s168A for the respondents to purchase the petitioners' shares at a fair market price.
14 Mar 2014

TIN CHI PING v. CHOW WAI FAN AND OTHERS

Citation

TIN CHI PING v. CHOW WAI FAN AND OTHERS
Court

Court of First Instance
Case number

HCCW661/2006

The petition was allowed only in relation to the improper denial of the Petitioner’s statutory and common law right as a director to inspect the company’s books and records; the Petitioner failed to discharge the burden to prove that the shareholders’ advances were a sham or that the acceptance of Koh’s Waiver was unfairly prejudicial, so the Waiver was validly accepted and the waived sum forms part of the company’s assets; allegations of tax evasion/sham lacked cogent contemporaneous evidence and commercial reality; thus relief is limited and the court invited submissions on appropriate reme…
29 Mar 2007

YUENG MAN LOONG MAXLY AND ANOTHER v. TSANG SAU HING BEATRICE AND OTHERS

Citation

YUENG MAN LOONG MAXLY AND ANOTHER v. TSANG SAU HING BEATRICE AND OTHERS
Court

Court of First Instance
Case number

HCCW131/2007

The court held that the statutory and common law inspection rights of a director under s.121 are limited to the company's own accounting books and do not extend to documents that are the property of a subsidiary or separate joint venture; where discovery is required in these winding-up proceedings the proper route is by an RHC Order 24 application and enforcement against the company, and the court will not sanction the sale of a major non-wasting asset by provisional liquidators in the absence of a demonstrated pressing need.
28 Jun 2005

NG YEE WAH v. LAM CHUN WAH

Citation

NG YEE WAH v. LAM CHUN WAH
Court

Court of First Instance
Case number

HCMP4616/2001

The court dismissed the defendant's strike out application and held the plaintiff, as director/shareholder, was entitled to inspect the particularised documents in Schedule V (subject to exclusions for items not in existence and specified exceptions) and to inspect company books and records from after Q1 2001 to present; ulterior motives were irrelevant absent clear proof of likely misuse and the defendant must file an affidavit stating which particularised documents are in the company's power, control or custody before inspection proceeds.