Hong Kong Case Law: Decisions & Judgments

Topic

Share transfer restrictions

Legal area

Court

5 May 2026

PANG IENG LUN AND ANOTHER v. ZHANG ZHIJIAN

Citation

[2026] HKCFI 2561
Court

Court of First Instance
Case number

HCA1224/2022

Court found on evidence Zhang was indebted and the RMB1,000,000 was a partial repayment; there was cessation of repayment within Clause15.5(1), Clause15.5 may be validly invoked by the other contractual shareholders only, and the Notice of Termination was validly served; accordingly Zhang is ordered to sell his shares under Clause10 by specific performance. On the counterclaim the court found the earlier declaration of trust had been extinguished by a transfer of beneficial interest to Lou in mid‑2019, so the 24 and 28 September 2021 transfers were not protected by the trust exception and are…
18 Jun 2009

CONSTELLA LTD v. SUPER EASTERN LTD AND OTHERS

Citation

CONSTELLA LTD v. SUPER EASTERN LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW176/2006

The court found the parties' relationship was essentially commercial and not a quasi-partnership; although there was a mutual understanding as to equal board representation, the conduct complained of (including the director substitution episode, use of Well River, withholding cheques/income and alleged diversion) did not amount to a breach sufficient to justify winding up. Both sides contributed to the breakdown; petitioners bore greater responsibility. Accordingly the petitions were dismissed and costs ordered against the petitioners.
29 Oct 1999

RE MW LEE & SONS ENTERPRISES LTD.

Citation

RE MW LEE & SONS ENTERPRISES LTD.
Court

Court of First Instance
Case number

HCCW467/1998

Petitioner failed to prove just and equitable grounds or unfair prejudice because the contested sums were conversions of overpaid dividends implemented on auditors' advice, of which the petitioner was aware and which he endorsed by signing financial statements and confirmations; therefore neither repayment under s.168A(2) nor a winding-up order was justified, and the transfer of 100 shares did not warrant dissolution.

Hong Kong Case Law

PANG IENG LUN AND ANOTHER v. ZHANG ZHIJIAN

CONSTELLA LTD v. SUPER EASTERN LTD AND OTHERS

RE MW LEE & SONS ENTERPRISES LTD.