Hong Kong Case Law: Decisions & Judgments

Topic

Shareholder voting

Legal area

Court

17 Oct 2019

DA YU FINANCIAL HOLDINGS LTD (formerly known as CHINA AGROTECH HOLDINGS LTD) (in liquidation)

Citation

[2019] HKCFI 2531
Court

Court of First Instance
Case number

HCCW325/2014

The court sanctioned the scheme because the statutory and discretionary requirements were satisfied: the scheme meeting was properly convened, scheme creditors received adequate information, the requisite majorities voted in favour, an intelligent and honest creditor could reasonably approve the scheme, there was a sufficient connection with Hong Kong and no operable 'blot' on the scheme. Further, Perfect Gate's participation in the Cayman proceedings constituted submission to the Cayman court's jurisdiction, justifying recognition and effect being given to the Cayman EGM Judgment in Hong Kon…
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

HCA1766/2014

The court directed the receivers to exercise the rights attached to the 45.63% CSI shares in receivership to seek a four-week adjournment (or longer if necessary) of CSCG's EGM to ascertain plaintiffs' positions and, if adjournment could not be obtained, to vote against the proposed placement and related resolutions. The direction rested on evidence that both the 1st defendant and prima facie a large number of plaintiffs opposed the resolutions and on the principle that receivers, as interim custodians, should preserve the subject matter for those entitled to it. The court refused the 1st def…
11 Mar 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 interim relief was granted to maintain the status quo because, on the then available evidence, the defendants' case was unsatisfactory and there was a real risk that the Requisition and proposed board changes formed part of a concerted effort to influence management to the detriment of the company and its investing public; no urgency or prejudice to the defendants from a limited adjournment was shown and the balance of convenience favoured preserving the status quo pending the full hearing.
7 Aug 2015

ZHI CHARLES v. KIM YOUNG JUN AND OTHERS

Citation

ZHI CHARLES v. KIM YOUNG JUN AND OTHERS
Court

Court of First Instance
Case number

HCA1754/2015

The injunction was refused because the plaintiff admitted lack of locus standi and failed to establish urgency or imminent dissipation of assets; regulatory investigation by the HKSE and the absence of immediate prejudice meant interlocutory relief was not justified.
14 Jul 2015

張才奎所託管中國山水投資有限公司股份及另一人 v. 張才奎及另一人

Citation

張才奎所託管中國山水投資有限公司股份及另一人 v. 張才奎及另一人
Court

Court of First Instance
Case number

HCA2191/2014

Dismiss Direction 1 as misconceived and premature: paragraph 18 of the earlier receivership decision already limits receivers from altering board composition without court directions; receivers are independent and must investigate and obtain advice before voting; the 1st defendant cannot pre-empt their duties; application wasted court and receivers' time and costs were ordered against the 1st defendant.
4 Jul 2011

LEUNG PIK WA v. POH PO LIAN AND ANOTHER

Citation

LEUNG PIK WA v. POH PO LIAN AND ANOTHER
Court

Court of First Instance
Case number

HCA681/2011

Although there was a serious question to be tried on beneficial ownership, the applicant could not satisfy the requirement to provide an effective cross‑undertaking in damages and the balance of convenience favoured refusing injunctive relief or receivership because potential prejudice to the company and other shareholders and the possibility of adequate compensation meant interlocutory relief was inappropriate; application dismissed.
13 Jan 2010

LUCK CONTINENT LTD v. LEONORA YUNG AND OTHERS

Citation

LUCK CONTINENT LTD v. LEONORA YUNG AND OTHERS
Court

Court of First Instance
Case number

HCA2246/2009

The duty judge correctly granted the ex parte injunction because the Plaintiff established reasonable urgency and provided adequate disclosure; there was no material non-disclosure warranting discharge; the matter did not require initial determination by the companies judge; consequently the injunction stands and costs are payable by the Defendants to the Plaintiff, to be taxed and paid forthwith.
11 May 2009

RE PCCW LTD

Citation

RE PCCW LTD
Court

Court of Appeal
Case number

CACV85/2009

The Court of Appeal allowed the SFC appeal, holding that where there is evidence that a substantial number of votes in favour were obtained by share‑splitting or other forms of vote manipulation the court cannot be satisfied that the statutory majority fairly represented the class; the court must and may disregard or discount such votes when exercising its discretion under s.166, and on the facts here (significant manipulation and weak commercial rationale) the scheme sanction must be refused.
16 Oct 2008

RE CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD

Citation

RE CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
Court

Court of First Instance
Case number

HCMP1452/2008

The court exercised its discretion to sanction the scheme and confirm the reduction of capital because statutory procedures were complied with, adequate disclosure was provided, the required shareholder majorities approved the scheme, the treatment of shareholders was fair, and the proposed reduction of capital did not prejudice creditors; accordingly the scheme and reduction were lawful and should be approved.
31 Jan 2008

RE WEST TRUE DRAGON TRANSPORTATION (HK) LTD

Citation

RE WEST TRUE DRAGON TRANSPORTATION (HK) LTD
Court

Court of First Instance
Case number

HCCW47/2008

The court refused to exercise its discretion to grant an interim injunction because the ex parte application was made late without adequate justification, the asserted risk of the bank calling guarantees was speculative, the petitioner had already been removed from the company's substantive mainland subsidiary, and there was no evidence respondents would act to sabotage the company; accordingly the petitioner failed to show the requisite basis for injunctive relief.