Hong Kong Case Law: Decisions & Judgments

Topic

Removal and appointment of directors

Legal area

Court

18 Jun 2024

ZHONG DA MINING HOLDING LTD v. LAM WO PING AND OTHERS

Citation

[2024] HKCFI 1613
Court

Court of First Instance
Case number

HCMP1405/2022

The court held that the question of beneficial ownership of the BVI holding company (P) is material to whether the irregularity principle can cure defects in the challenged shareholder written resolutions; the beneficial ownership issue involves substantial disputed facts that cannot be resolved summarily on affidavit; it was therefore inappropriate to grant the substantive reliefs or injunctions at this stage or to stay to the BVI, and the proper course is to order the action to continue as if begun by writ with directions to plead the factual disputes for trial; the irregularity principle c…
30 May 2024

TANG YI, AS THE ADMINISTRATRIX OF THE ESTATE OF THE ESTATE OF BONG WON LING, DECEASED v. CALIGER ENTERPRISES LTD AND OTHERS

Citation

[2024] HKCFI 1485
Court

Court of First Instance
Case number

HCMP206/2023

The application under section 570 was premature because the applicant is not a registered member and therefore lacks locus to apply; the correct course is to seek registration under the Companies Ordinance (eg s159) before seeking court-ordered meetings, and the applicant failed to prove impracticability or justify exercise of the court's discretion.
5 Dec 2022

CHOI CHING YUEN v. CHOI KA LING AND OTHERS

Citation

[2022] HKCFI 3645
Court

Court of First Instance
Case number

HCMP1935/2021

Because the plaintiff, as sole director and shareholder at the relevant times, did not receive any notice of the 1st and 2nd meetings and no special notice was given for removal, the 1st, 2nd and consequent 3rd meetings and all resolutions passed thereat were invalid; the ND2A forms filed at the Companies Registry derived from those invalid resolutions and must be removed; the plaintiff’s personal claim for return of company monies was misconceived and not entertained.
27 May 2016

CHINA INVESTMENT FUND CO LTD v. GUANG SHENG INVESTMENT DEVELOPMENT GROUP LTD AND OTHERS

Citation

CHINA INVESTMENT FUND CO LTD v. GUANG SHENG INVESTMENT DEVELOPMENT GROUP LTD AND OTHERS
Court

Court of First Instance
Case number

HCA411/2016

The court dismissed the summons for interlocutory relief because the Company failed to show sufficiently strong prospects of success or present evidence that the defendants could or would procure breaches of fiduciary duty or control a majority at any meeting; members are entitled to requisition and vote at EGMs under the articles; there was no basis to restrain the internal democratic process merely because management considered the proposed resolutions undesirable.
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.
20 Sept 2005

ALL OVERSEAS LTD AND OTHERS v. BEST CODES NOMINEES LTD AND OTHERS

Citation

ALL OVERSEAS LTD AND OTHERS v. BEST CODES NOMINEES LTD AND OTHERS
Court

Court of First Instance
Case number

HCA4515/2002

Because there was a genuine and material dispute as to whether the HK$600,000 loan had been repaid, the plaintiffs' applications under Order 14/14A could not succeed on affidavit evidence alone; the defendants raised arguable defenses meriting trial and therefore were granted unconditional leave to defend.
4 Jul 1994

STANDARD CHARTERED EQUITOR TRUSTEE HK LTD. v. GEORGE ZEE & CO. LTD.

Citation

STANDARD CHARTERED EQUITOR TRUSTEE HK LTD. v. GEORGE ZEE & CO. LTD.
Court

Court of First Instance
Case number

HCMP1248/1994

The application was refused: the judge exercised discretion under s.114B to refuse ordering a meeting because the trustee's proposal to remove beneficiary-directors and its threat to impose substantial percentage fees constituted an unjustified attempt to reconstitute control and to benefit at the expense of beneficiaries; the existing board should retain control given the deed and circumstances, the company offered to appoint a trustee nominee to the board as an adequate protection, and the trustee's conduct justified an order preventing recovery of the application costs from the trust fund.

Hong Kong Case Law

ZHONG DA MINING HOLDING LTD v. LAM WO PING AND OTHERS

TANG YI, AS THE ADMINISTRATRIX OF THE ESTATE OF THE ESTATE OF BONG WON LING, DECEASED v. CALIGER ENTERPRISES LTD AND OTHERS

CHOI CHING YUEN v. CHOI KA LING AND OTHERS

CHINA INVESTMENT FUND CO LTD v. GUANG SHENG INVESTMENT DEVELOPMENT GROUP LTD AND OTHERS

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

ALL OVERSEAS LTD AND OTHERS v. BEST CODES NOMINEES LTD AND OTHERS

STANDARD CHARTERED EQUITOR TRUSTEE HK LTD. v. GEORGE ZEE & CO. LTD.