6 Feb 2008
SEG INVESTMENT LTD v. SEG INTERNATIONAL SECURITIES (HK) LTD AND OTHERS
- Citation
- SEG INVESTMENT LTD v. SEG INTERNATIONAL SECURITIES (HK) LTD AND OTHERS
- Court
- Court of Appeal
- Case number
- CACV369/2005
The board resolution of 28 August 2003 was invalid because the written notice failed to disclose that a s.228A winding-up would be considered (inadequate notice) and the directors did not satisfy statutory prerequisites of s.228A, in particular there was no evidence the majority shareholder had been asked to consider voluntary winding-up (ground (c) was false); the resolution was also passed with improper motive to pre-empt an imminent EGM; additional evidence was rightly excluded for lack of reasonable diligence and lack of material influence; accordingly the appeal was dismissed and declara…