Hong Kong Case Law: Decisions & Judgments

Topic

Registration of share transfer

Legal area

Court

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…
21 Mar 2023

SINO RAY INVESTMENT LTD t/a SINO RAY PETROLEUM CO v. LIN LIPAN AND ANOTHER

Citation

[2023] HKCFI 856
Court

Court of First Instance
Case number

HCMP133/2023

To give effect to the charging order absolute over shares, the court will order the registered holder/director to execute the necessary transfer instruments and the company to register the transfer, and will permit a solicitor from the judgment creditor's firm to execute the documents if the director fails to do so within 10 clear calendar days of a written request; costs to be paid by the defaulting director to the plaintiff to be taxed if not agreed.
15 May 2019

TSE TSZ FUNG in the capacity as the administrator of the Estate of TSE KWONG KING (Deceased) v. EVER POINT ASIA PACIFIC LTD

Citation

[2019] HKCFI 1216
Court

Court of First Instance
Case number

HCMP395/2019

The applicant, as legal personal representative, has standing under s.570(2)(b); it is impracticable to convene a general meeting under the company’s articles because there are no directors to do so; accordingly the court must exercise its s.570 jurisdiction to order an EGM, permit the applicant to constitute the quorum by attendance, and permit a resolution to appoint the applicant as director so the deceased’s share can be registered.
30 Jun 2016

HOH HAN KEYET v. ARTIMAX INVESTMENT LTD AND OTHERS

Citation

HOH HAN KEYET v. ARTIMAX INVESTMENT LTD AND OTHERS
Court

Court of First Instance
Case number

HCA1163/2013

The court found no reliable evidence of any intention by the registered shareholders to hold their Artimax shares on trust for SYM: the contemporaneous meeting minutes were not fully reliable, key witnesses (George and Frank) denied any discussion creating a trust, SYM's annual reports did not record any beneficial interest, an express trust was not established (and would in any event have been an invalid trust of future property if asserted prior to allotment), and no common intention constructive trust was proved because there was no common intention or detrimental reliance. Consequently th…
13 Jan 2016

CHENG CHIEN KUO v. NEW RESOURCES HOLDINGS LTD

Citation

CHENG CHIEN KUO v. NEW RESOURCES HOLDINGS LTD
Court

Court of First Instance
Case number

HCMP2985/2014

The court held that newspaper articles and their exhibition were admissible for the limited non‑truth‑proving purpose of demonstrating that such reports existed and therefore could have informed the board's concerns about reputation and shareholder opposition, but struck out specific passages that consisted of conjecture, conclusions or opinion based on those reports because they were irrelevant, scandalous or devoid of probative value; the appropriate challenge to weight and relevance of the exhibits is for the substantive hearing.
22 Dec 2009

HERO RICH INTERNATIONAL LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD AND OTHERS

Citation

HERO RICH INTERNATIONAL LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD AND OTHERS
Court

Court of Appeal
Case number

CACV269/2009

The court held there was no arguable appeal because the articles did not permit withholding or deferring registration of transfers of fully paid shares in a listed company in breach of the Listing Rules, and a third party's unasserted or unadjudicated claim does not entitle the company to refuse registration; accordingly the renewed stay was refused and the summary judgment and transfer order were upheld.
4 Feb 2005

HUA NAN COMMERCIAL BANK LTD v. KELVIN EDWARD FLYNN

Citation

HUA NAN COMMERCIAL BANK LTD v. KELVIN EDWARD FLYNN
Court

Court of First Instance
Case number

HCCW622/2004

The Share Mortgage gave the Bank the contractual right to have the FIHL shares transferred and registered in its name upon events of default which had occurred; the provisional liquidator withdrew opposition and the court therefore ordered the provisional liquidator to execute the transfer (and empowered the Registrar to sign if the liquidator failed) and awarded costs on an indemnity basis pursuant to the mortgage indemnity clause.

Hong Kong Case Law

KE ZUNJU v. FUMA INTERNATIONAL LTD

SINO RAY INVESTMENT LTD t/a SINO RAY PETROLEUM CO v. LIN LIPAN AND ANOTHER

TSE TSZ FUNG in the capacity as the administrator of the Estate of TSE KWONG KING (Deceased) v. EVER POINT ASIA PACIFIC LTD

HOH HAN KEYET v. ARTIMAX INVESTMENT LTD AND OTHERS

CHENG CHIEN KUO v. NEW RESOURCES HOLDINGS LTD

HERO RICH INTERNATIONAL LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD AND OTHERS

HUA NAN COMMERCIAL BANK LTD v. KELVIN EDWARD FLYNN