Hong Kong Case Law: Decisions & Judgments

Topic

Takeovers code compliance

Legal area

Court

7 Jun 2024

NEW SPARKLE ROLL INTERNATIONAL GROUP LTD AND ANOTHER v. SZE CHING LAU AND ANOTHER

Citation

[2024] HKCA 524
Court

Court of Appeal
Case number

CACV104/2024

The court concluded that §1 of the plaintiffs' summons seeking a mandatory interim injunction lacked sufficient merit because damages were an adequate remedy given the SFC's powers under the Takeovers Code, the heightened merits threshold for a mandatory interim injunction was not met on the materials before the judge, and therefore costs of the inter partes application and the present costs application should be awarded to the 1st defendant while the plaintiffs' claim to costs of the ex parte application was refused; costs below are to be taxed by the taxing master rather than summarily asse…
5 Oct 2022

RE NAM HO KWAN

Citation

[2022] HKCFI 3160
Court

Court of First Instance
Case number

HCB6470/2021

Adjournment refused because the proposed sale and payment were speculative and unsupported by credible evidence of timely repayment (preliminary purchase terms, regulatory and PRC FX uncertainties, encumbrance and liquidator consent issues, and Petitioner’s refusal to consent); therefore with the debt undisputed a bankruptcy order was made.
17 Dec 2018

GE QINGFU AND OTHERS v. L & A INTERNATIONAL HOLDINGS LTD AND OTHERS

Citation

[2018] HKCFI 2742
Court

Court of First Instance
Case number

HCMP2222/2016

The court concluded that the Disputed Options were not validly granted in accordance with the Share Option Scheme and applicable GEM Listing Rules, and that the directors' conduct evidenced improper exercise of power and breaches of fiduciary duties; accordingly the grants and resultant allotments were void or voidable and plaintiffs were entitled to relief under the Companies Ordinance.
6 Nov 2008

RE CITIC INTERNATIONAL FINANCIAL HOLDINGS LTD

Citation

RE CITIC INTERNATIONAL FINANCIAL HOLDINGS LTD
Court

Court of First Instance
Case number

HCMP1686/2008

The court sanctioned the scheme and confirmed the reduction of capital because the class was properly constituted, members were adequately informed, the scheme met statutory and Takeovers Code voting thresholds, there was equitable treatment of scheme shareholders, independent advisers recommended the scheme, creditors would not be prejudiced and the reduction served a discernible corporate purpose; orders were made subject to usual undertakings by the Offeror and BBVA.
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.
25 Jan 2007

RE CHINA NATIONAL AVIATION CO LTD

Citation

RE CHINA NATIONAL AVIATION CO LTD
Court

Court of First Instance
Case number

HCMP2290/2006

The scheme was sanctioned and the reduction confirmed because all statutory and procedural requirements under the Companies Ordinance were complied with: the class was properly constituted and fairly represented, the explanatory statement provided sufficient information, the requisite majority approved the scheme, independent advisors recommended it, undertakings were given by affected parties, and the court was satisfied creditors would not be prejudiced; accordingly the scheme and attendant reduction have a proper purpose and effect and an order in terms of the draft was made.
25 Mar 2003

RE INTERNATIONAL CAPITAL NETWORK HOLDINGS LTD

Citation

RE INTERNATIONAL CAPITAL NETWORK HOLDINGS LTD
Court

Court of First Instance
Case number

HCCW898/2002

The court held that the petitioner established a good prima facie case for winding up based on serious prima facie misconduct by controlling management: exclusion of shareholder votes at general meetings on a contested legal basis, apparent depletion and non-disclosure of significant company funds, and prima facie breaches of the Takeovers Code and listing rules. Given urgency, investigations by regulators, resignations and risk to company assets and shareholder interests, it was just and convenient to appoint provisional liquidators to safeguard assets and investigate. The application was al…
7 Mar 1995

STANDARD CHARTERED SECURITIES LTD. v. ARTHUR LAI and Others

Citation

STANDARD CHARTERED SECURITIES LTD. v. ARTHUR LAI and Others
Court

Court of First Instance
Case number

HCA2757/1993

The court found Arthur Lai breached fiduciary duties by secretly arranging and accepting commissions (A$2,000,000 and HK$26,400,000) through nominees without informed consent; Mandarin and Wealthcorp were his alter egos and are liable for knowing receipt and assistance; Mandarin also held profits from the placement (HK$1,264,443) and must account; conspiracy established among Lai and collaborators to deprive the company of those sums.
17 Feb 1994

CHENG KAI-MAN, WILLIAM v. THE PANEL ON TAKEOVERS AND MERGERS AND ANTOHER

Citation

CHENG KAI-MAN, WILLIAM v. THE PANEL ON TAKEOVERS AND MERGERS AND ANTOHER
Court

Court of First Instance
Case number

HCMP226/1994

Application dismissed: the court held there was no real danger of bias because Mr Clark's April 1991 letter was not a complaint or pre‑determination and Anglo Chinese's non‑exclusive mandate did not create a direct and certain pecuniary interest sufficient to disqualify him under the real danger/real likelihood test (R v Gough).