Hong Kong Case Law: Decisions & Judgments

Topic

Listing rules

Legal area

Court

28 Jun 2024

WISDOM WEALTH RESOURCES INVESTMENT HOLDING GROUP LTD AND OTHERS v. THE STOCK EXCHANGE OF HONG KONG LTD

Citation

[2024] HKCFI 1570
Court

Court of First Instance
Case number

HCAL412/2024

The LRC's findings that the Company breached Rule 2.13(2) by failing to disclose sufficient explanation for a sevenfold increase in land valuation and that directors breached Rule 3.08 in not procuring adequate disclosure were reasonable and not Wednesbury-irrational; the imposed sanction (public statement involving criticism) was proportionate (less than public censure) and the court refused leave for judicial review
19 Jun 2023

CIL HOLDINGS LTD v. THE STOCK EXCHANGE OF HONG KONG LTD

Citation

[2023] HKCFI 1618
Court

Court of First Instance
Case number

HCAL950/2022

Leave to apply for judicial review refused because the applicant company was not properly present or represented and, on the merits, both grounds were not reasonably arguable: Ground 1 (apparent bias/unconstitutionality) failed because the appointment and nomination regime, collective decision‑making, safeguards and public consultation negate any reasonable apprehension of bias; Ground 2 (illegality/failure to consider s21(2)/irrationality) failed because the delisting regime is lawful, consistent with SFO objectives and the LRC’s decision was not irrational. Costs awarded to the respondent.
31 Aug 2022

HONG KONG ZHIXIN FINANCIAL NEWS AGENCY LTD v. CHINA MAPLE LEAF EDUCATIONAL SYSTEMS LTD

Citation

[2022] HKCFI 2653
Court

Court of First Instance
Case number

HCA2973/2016

The court held the option was granted and irrevocable under the agreement (or by 30 September 2015), the only contractually relevant conditions were shareholder specific mandate and HKEx non‑objection which were satisfied, the defendant breached by refusing the exercises, the plaintiff validly elected damages instead of specific performance, and damages are assessed by the normal rule as market price at the dates of breach less the exercise price totalling HK$70,840,000; counterclaims dismissed.
21 Dec 2021

UP ENERGY DEVELOPMENT GROUP LTD (IN PROVISIONAL LIQUIDATION) (FOR RESTRUCTURING PURPOSES)) v. THE STOCK EXCHANGE OF HONG KONG LTD

Citation

[2021] HKCFI 3813
Court

Court of First Instance
Case number

HCAL949/2021

Leave refused because none of the grounds were reasonably arguable: the Company had sufficient notice and transitional relief regarding Rule 13.24 and received ample remedial time; LAC questions were relevant and adequately answered so no reasonable apprehension of bias; the combination of written submissions and focused oral hearing afforded a fair opportunity to be heard; the listing status is not property protected by BL6/105 in the manner alleged; and delisting after exhausted remedial and review processes was proportionate and within the Exchange's regulatory discretion.
19 Aug 2021

CHINA TRENDS HOLDINGS v. THE STOCK EXCHANGE OF HONG KONG

Citation

[2021] HKCFI 2427
Court

Court of First Instance
Case number

HCAL1158/2021

The application for leave and the interim injunction were dismissed because the proposed grounds were unarguable or not reasonably arguable with a realistic prospect of success, the Review Committee had expressly considered the contested factors and its qualitative assessment was entitled to deference, and the balance of convenience and public interest militated against granting an injunction that would delay the delisting regime.
8 Jul 2021

CHINA TRENDS HOLDINGS LTD v. THE STOCK EXCHANGE OF HONG KONG LTD

Citation

[2021] HKCA 980
Court

Court of Appeal
Case number

CACV652/2020

Rule 17.26 requires a holistic qualitative assessment of whether an issuer has a viable and sustainable business that warrants continued listing; solvency alone is not determinative; the Review Committee's conclusion that the Applicant lacked a viable and sustainable business was within its professional judgment and not Wednesbury unreasonable; the Review Committee gave adequate reasons; appeal dismissed.
30 Aug 2019

HKSAR v. YEE WENJYE (also known as YU WENJIE) (alias ERIC YEE)

Citation

[2019] HKCFA 32
Court

Court of Final Appeal
Case number

FACC28/2018

Particulars (a)–(e) in the indictment were treated at trial (by indictment language, agreed written directions, and a Kevin Brown direction) as alternative agreed dishonest means forming essential ingredients of the conspiratorial agreements; that framing created a latent duplicity because the jury could have convicted different defendants as parties to different conspiracies aggregated in a single count, undermining unanimity and rendering convictions unsafe — convictions therefore quashed and retrial ordered.
30 Aug 2019

HKSAR v. CHEN KEEN (alias JACK CHEN)

Citation

[2019] HKCFA 32
Court

Court of Final Appeal
Case number

FACC26/2018

The convictions were quashed because the indictment and agreed written directions treated particulars (a)–(e) as alternative agreed dishonest means forming essential ingredients of the conspiratorial agreements; the judge gave a Kevin Brown direction on those particulars, but that approach produced a latent duplicity risk that jurors may have convicted different appellants on different conspiracies rolled into single counts, thereby undermining required unanimity; retrial ordered and prosecution permitted to amend or prefer fresh indictment.
27 Jan 2014

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS

Citation

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS
Court

Court of Appeal
Case number

CACV107/2012

The court granted leave to appeal to the Court of Final Appeal on Question 1 and the revised Question 4, concluding those raise points of general or public importance concerning whether equitable considerations that limit shareholders' strict legal rights must be personal between shareholders and whether a tripartite listing-maintenance agreement can give rise to such personal considerations; leave was refused as to Question 3 (primarily factual) and Question 2 was abandoned by the applicants.
21 Dec 2009

CHINA MAGIC ENTERPRISES LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD

Citation

CHINA MAGIC ENTERPRISES LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD
Court

Court of First Instance
Case number

HCMP1132/2009

Benefun cannot refuse registration: Article 13 and the Listing Rules require registration to treat the registered holder as having absolute title in respect of fully paid shares; directors cannot resolve competing equitable claims raised in separate litigation nor demand additional proof in these circumstances; Arts.39 and 41(e) do not apply to fully paid shares free of lien, so Benefun's asserted equitable lien or constructive trust does not justify refusal without court determination and/or interim relief.