Hong Kong Case Law: Decisions & Judgments

Topic

Share allotment validity

Legal area

Court

12 Nov 2020

WANG ZHIHUA v. REGISTRAR OF COMPANIES AND OTHERS

Citation

[2020] HKCFI 2873
Court

Court of First Instance
Case number

HCMP2184/2019

The Court found the 2019 ND2As and 2019 NR1s invalid because Lai lacked authority to effect the changes: the meetings and resolutions he relied upon were inquorate or procedurally defective (including failure to give special notice to remove a director) and appointment powers were not properly exercised; accordingly the impugned documents were declared null and void and ordered removed from the Companies Register, with rectification directions for prior filings and a timetable for parties to file amended documents.
28 Apr 2017

LIN REN XIANG v. GOLD GLORY HOLDINGS LTD AND ANOTHER

Citation

LIN REN XIANG v. GOLD GLORY HOLDINGS LTD AND ANOTHER
Court

Court of First Instance
Case number

HCMP557/2014

On the facts the court found: (a) Hui did not prove a binding promise or proprietary estoppel and the Declaration was not credible; Lin remained legal owner of the Property; licence was terminable at will; (b) the HK$1,000,000 payment was a loan repayable on demand and judgment for repayment with interest was ordered; (c) Hui’s conduct in relation to Charter Port did not establish breach of fiduciary duty sufficient for summary liability; many withdrawals were legitimate or attributable to agreed director’s remuneration of HK$208,000 p.a. from 2007/08; (d) the Registered Shareholders’ Resolut…
21 Aug 2014

TO PUI KUI v. NG KWOK PIU AND OTHERS

Citation

TO PUI KUI v. NG KWOK PIU AND OTHERS
Court

Court of First Instance
Case number

HCMP2466/2012

The Court of Appeal dismissed the plaintiff's appeal on the allotment issue because the trial judge's acceptance of the official resolution was not plainly wrong in light of the evidence and the plaintiff failed to discharge the burden of proving forgery. On the share transfer issue the court allowed the appeal of the 1st,4th,5th,7th and 9th defendants, set aside the judge's order regarding the father's 20 shares and dismissed the plaintiff's claim in respect of those shares because the evidence was not compelling enough to justify a positive finding of forgery, the judge's alternative conclu…
26 Mar 2012

SCE CONSTRUCTION MATERIAL LTD v. CHOI CHUNG BUN VINCENT AND ANOTHER

Citation

SCE CONSTRUCTION MATERIAL LTD v. CHOI CHUNG BUN VINCENT AND ANOTHER
Court

Court of First Instance
Case number

HCA1806/2009

The court found that triable issues exist as to entitlement to the claimed director's remuneration and whether the shareholders' and board resolutions validly authorized payment and retention; because these issues could not be resolved summarily and the defendants had contentions entitling them to unconditional leave to defend under RHC Ord 14 r 7(1), the summary judgment application was dismissed and costs were awarded to the defendants.
17 Jul 2008

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER

Citation

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER
Court

Court of First Instance
Case number

HCMP2672/2006

On the facts the court found that the directors agreed at the 12 November 2004 meeting to call additional capital and that the contemporaneous emails, worksheets, subscription payments and long delay in complaint established assent (including by those who held shares through agents); therefore the November 2004 allotment of 237,436 shares was valid and the plaintiffs' challenge failed.
27 Jul 2007

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER

Citation

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER
Court

Court of First Instance
Case number

HCMP2670/2006

Where it is impracticable for the companies to hold AGMs because opposing members refuse to attend, the court will order annual general meetings under s114B (applying s111 principles) and may give ancillary directions to maintain the status quo pending resolution of substantive disputes; specifically the court will direct AGMs with one member constituting quorum, require even-numbered board with nominations split between the two camps, and restrain directors nominated by the majority shareholder from acting until undertakings preserving the other camp's directorship rights are given.
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

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER

Citation

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER
Court

Court of First Instance
Case number

HCMP2671/2006

Where it is impracticable for the companies to call AGMs because quorum cannot be formed, the court will order annual general meetings under s114B/s111 and may give ancillary directions to preserve the status quo pending related litigation; the court may require that directors nominated by a majority shareholder deliver undertakings restraining them from excluding other directors or altering the constitution or capital until the substantive disputes are resolved.
25 May 2005

SHE TSU YI v. TSUI KI TING AND OTHERS

Citation

SHE TSU YI v. TSUI KI TING AND OTHERS
Court

Court of First Instance
Case number

HCMP3290/2004

Applicant failed to prove on affidavit that the alleged transfer and allotment occurred because essential documents (instruments of transfer and forms of appointment) were not produced and there were conflicting documentary versions of events; those evidential gaps created genuine disputes of fact making summary determination inappropriate, therefore summary judgment was refused and the matter must proceed to trial.
14 Sept 2004

NEW PARADIGM e-TECHNOLOGY LTD v. POON YEE KAN ANDREA ELEANOR

Citation

NEW PARADIGM e-TECHNOLOGY LTD v. POON YEE KAN ANDREA ELEANOR
Court

Court of First Instance
Case number

HCMP11/2004

There was an enforceable oral option granted to Ms Poon on about 1 November 1999 to subscribe for up to 8% of New Paradigm at par; New Paradigm ratified the pre-incorporation grant (CO s.32A) through conduct and correspondence, the option was validly exercised on 9 May 2002 in respect of 48,174 shares and equity requires specific performance — the court ordered validation of the 14 May 2002 allotment and delivery of share certificate and dismissed the company's application to rectify the Register of Members.