Hong Kong Case Law: Decisions & Judgments

Topic

Share placement

Legal area

Court

15 Nov 2024

NG KIN NAM v. MAK SHIU TONG

Citation

[2024] HKCFI 3241
Court

Court of First Instance
Case number

HCA2888/2018

The plaintiff failed to prove the alleged oral agreement on the balance of probabilities: shares plausibly sourced from the public placement; the alleged terms were commercially implausible and self-contradictory; contemporaneous acts and inconsistent chronology undermined plaintiff's account; credibility findings favoured defendant and supporting witnesses; therefore claim dismissed.
31 Dec 2019

SIBERIAN MINING GROUP CO LTD v. DAILY LOYAL LTD

Citation

[2020] HKCFI 138
Court

Court of First Instance
Case number

HCMP2169/2019

The judge held that although the plaintiff reasonably commenced proceedings and had an arguable claim that consent was unreasonably withheld, the Stock Exchange's independent approval and the subsequent placement rendered the originating summons academic; exercising discretion accordingly, neither party had won or lost substantively and the default rule that costs follow the event did not apply, so there should be no order as to costs.
14 Sept 2018

ARCELORMITTAL AND ANOTHER v. CHINA ORIENTAL GROUP CO LTD AND OTHERS

Citation

[2018] HKCFI 2066
Court

Court of First Instance
Case number

HCMP1163/2017

The plaintiffs failed to establish a sufficiently reasonable case for investigation under s740(2): their complaints were predominantly challenges to commercial/managerial decisions (choice of placing agent and pricing) rather than evidence of misconduct, and their suspicion about placees lacked supporting evidence; therefore inspection order was not justified and the application is dismissed.
20 Feb 2017

張才奎所託管中國山水投資有限公司股份 AND ANOTHER v. 張才奎 AND ANOTHER

Citation

張才奎所託管中國山水投資有限公司股份 AND ANOTHER v. 張才奎 AND ANOTHER
Court

Court of First Instance
Case number

HCA2191/2014

The court directed the receivers to seek a four-week adjournment of the CSCG EGM to ascertain plaintiffs' positions and, if adjournment could not be obtained, to vote the CSI shares against the placement resolutions because there was material indicating both the 1st defendant and prima facie a large number of plaintiffs opposed the placement and receivers exist to preserve the property and voting rights for those entitled; the court refused the 1st defendant's request to direct the receivers to abstain.
5 Jun 2015

ARTAN INVESTMENTS LTD AND OTHERS v. THE BANK OF EAST ASIA LTD AND OTHERS

Citation

ARTAN INVESTMENTS LTD AND OTHERS v. THE BANK OF EAST ASIA LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP125/2015

Where a shareholder meeting the statutory threshold shows good faith and establishes a sufficiently reasonable case for investigation that directors may have failed to take into account relevant factors or acted for an improper purpose in approving a share placement, the court should grant inspection under s740; confidentiality concerns do not outweigh the need for investigation and may be managed by undertakings; retention of advisers after objections does not, without more, negate the need for inspection.
18 Jul 2013

WORLD ONE INVESTMENTS LTD v. CHOW CHEUK LAP AND OTHERS

Citation

WORLD ONE INVESTMENTS LTD v. CHOW CHEUK LAP AND OTHERS
Court

Court of First Instance
Case number

HCA1135/2013

The application was dismissed because the court found on the evidence that Universal was in urgent need of funds, there was no prima facie showing of fraud on the minority or control sufficient to justify a derivative action, no evidence that placees were connected to directors or substantial shareholders, the plaintiff's case amounted to negligence rather than fraud and damages were an adequate remedy; accordingly interlocutory injunction granting effectively final relief was refused.
27 May 2004

UNION BANK OF HONG KONG LTD v. UNITED CHINA INTERNATIONAL LTD & OTHERS

Citation

UNION BANK OF HONG KONG LTD v. UNITED CHINA INTERNATIONAL LTD & OTHERS
Court

Court of First Instance
Case number

HCA12924/1997

The Court found on credibility and documentary evidence that the guarantees and security documents were validly executed and that the Company had authorised a margin account and applied for/received the placing shares; accordingly the Bank was entitled to recover the sums claimed from the defendants and chargees; issue estoppel was disapplied because its application would be contrary to justice in the circumstances.
27 May 2004

UNION BANK OF HONG KONG LTD v. UNITED CHINA INTERNATIONAL LTD & OTHERS

Citation

UNION BANK OF HONG KONG LTD v. UNITED CHINA INTERNATIONAL LTD & OTHERS
Court

Court of First Instance
Case number

HCMP5017/1999

The Court found on credibility and documentary evidence that the defendants knew they were signing personal guarantees and that a securities margin account and binding application for the placing shares were established by the Company's authorised agent and board resolutions; therefore the Bank was entitled to recover the contested sums and judgment was entered against specified defendants; issue estoppel did not bar relitigation because its application would be contrary to justice in the consolidated proceedings.
21 Feb 2000

Re Linfa Industrial Co. Ltd.

Citation

Re Linfa Industrial Co. Ltd.
Court

Court of First Instance
Case number

HCCW1049/1999

Adjournment was refused and winding‑up orders made because the proposed rescue depended on the support of key creditors (notably SCB) who had clearly not accepted the plan; given that opposition, further delay would be futile and only increase costs, and therefore the court ordered winding up.
10 Jul 1998

DEG HOLDINGS PTY LTD. v. GOLDEN HARVEST ENTERTAINMENT (HOLDINGS) LTD. and Another

Citation

DEG HOLDINGS PTY LTD. v. GOLDEN HARVEST ENTERTAINMENT (HOLDINGS) LTD. and Another
Court

Court of First Instance
Case number

HCA10087/1998

On the evidence before the court there was no direct or inferential basis for concluding there was a plot to misappropriate the company's assets; the plaintiff failed to establish a prima facie case or a real prospect of success on the derivative claim and therefore the writ was struck out and interlocutory injunction could not be continued.