Hong Kong Case Law: Decisions & Judgments | LexChat

Hong Kong Case Law

Special resolution

  • 4 Sept 2023

    GLORY SUN LAND GROUP LTD v. KANG NING AND ANOTHER

    Citation
    [2023] HKCFI 2499
    Court
    Court of First Instance
    Case number
    HCMP682/2023

    The court held that it was arguable the Deed Poll terms were provided to the defendants before their subscriptions and that the bond instrument provisions requiring bondholder approval (including a 75% written resolution) arguably extend to the presentation of a winding up petition; therefore the Company has a bona fide defence on substantial grounds and is entitled to an injunction restraining presentation of a petition unless the defendants undertake not to present one.

  • 3 Dec 2013

    WONG PAK SUM v.HONG KONG FURNITURE & DECORATION TRADE ASSOCIATION LTD

    Citation
    WONG PAK SUM v.HONG KONG FURNITURE & DECORATION TRADE ASSOCIATION LTD
    Court
    Court of First Instance
    Case number
    HCMP2946/2013

    The court held that "special business" is distinct from business requiring a special resolution: special business affects notice and proxy form obligations but does not by itself require a three‑quarters majority; absent a statutory or articles‑based requirement, matters are passed by ordinary resolution. The third resolution (letting of property) was not a matter requiring special resolution and was validly passed; the originating summons was dismissed.

  • 28 Jul 2009

    RE SHIROKIYA HONG KONG LTD

    Citation
    RE SHIROKIYA HONG KONG LTD
    Court
    Court of First Instance
    Case number
    HCMP1176/2009

    The Court confirmed the reduction of share capital because the reduction served a bona fide corporate purpose, involved no distribution to or diminution of liability of the sole shareholder, the company provided an undertaking to set aside $2,000,000 and maintain it for two years which, together with parent company support and current asset coverage of current liabilities, adequately protected creditors, and formal requirements including advertisement had been satisfied.

  • 20 Jan 2009

    RE S.M. ENTERTAINMENT ASIA LTD

    Citation
    RE S.M. ENTERTAINMENT ASIA LTD
    Court
    Court of First Instance
    Case number
    HCMP2495/2008

    The court confirmed the reduction because the statutory and procedural requirements were satisfied, members were treated equitably, the directors demonstrated that the capital to be repaid was unexpended and excessive, and the company would retain sufficient cash to meet foreseeable liabilities so that creditors would not be prejudiced.

  • 19 May 2008

    NG BOON TECK v. NG WING YING AND OTHERS

    Citation
    NG BOON TECK v. NG WING YING AND OTHERS
    Court
    Court of First Instance
    Case number
    HCCW850/2005

    Because the company passed a written special resolution pursuant to section 116B resolving that it should be wound up by the court under section 177(1)(a), and there was no opposition, the court granted the petition and ordered the company to be wound up with the petitioner's costs (except today's costs) to be paid out of the company's assets.

  • 21 Mar 2006

    RE EVERLIGHT (HONG KONG) LTD

    Citation
    RE EVERLIGHT (HONG KONG) LTD
    Court
    Court of First Instance
    Case number
    HCMP1632/2005

    The petition to confirm the reduction of capital was allowed because the statutory and jurisdictional requirements were satisfied, the reduction had a discernible commercial purpose, the Company was solvent with sufficient assets and cashflow, creditors would not be prejudiced given available funds and the shareholder's undertaking, and thus confirmation was appropriate.

  • 13 May 2005

    RE WING TAI PILONNER CO LTD

    Citation
    RE WING TAI PILONNER CO LTD
    Court
    Court of First Instance
    Case number
    HCMP603/2005

    The court confirmed the capital reduction because the statutory requirements were complied with, the reduction served a discernible purpose, and the company's cash at bank exceeded its debts and the amount proposed to be returned so that creditors would not be prejudiced; accordingly the court ordered the reduction and dispensed with section 59(2) as to creditors.

  • 13 Apr 2005

    RE TONSHIN HOLDINGS CO LTD

    Citation
    RE TONSHIN HOLDINGS CO LTD
    Court
    Court of First Instance
    Case number
    HCMP363/2005

    The petition was allowed because the Company satisfied s58(1) procedural requirements and the four judicial criteria: shareholders were treated equitably and properly informed; the reduction did not diminish liability for unpaid capital and creditor exposure was minimal and effectively settled; and the reduction had a discernable purpose in writing off permanent accumulated losses to enable raising working capital.

  • 29 Oct 2004

    RE FUJI COPIAN (HK) LTD

    Citation
    RE FUJI COPIAN (HK) LTD
    Court
    Court of First Instance
    Case number
    HCMP1011/2004

    The reduction of capital was confirmed because a valid special resolution existed, the reduction served a legitimate purpose, shareholders were treated equitably, creditors’ interests were adequately protected by letters of support/subordination and the company’s strong financial position, and the court properly exercised its discretion to dispense with s59(2) inquiries.

  • 18 Feb 2004

    RE TARGET SONIC LTD

    Citation
    RE TARGET SONIC LTD
    Court
    Court of First Instance
    Case number
    HCMP5572/2003

    All statutory requirements were met: the articles authorised the reduction, a unanimous special resolution was passed, shareholders were properly informed, audited and management accounts showed permanent losses exceeding the reduction so creditors would not be prejudiced, and the reduction served a recognised purpose under s.58(1)(b); accordingly the court confirmed the capital reduction subject to a minor amendment to the minutes.