Hong Kong Case Law: Decisions & Judgments

Topic

Director appointment

Legal area

Court

2 Nov 2022

LOHAS HOLDING LTD v. THE REGISTRAR OF COMPANIES AND ANOTHER

Citation

[2022] HKCFI 3358
Court

Court of First Instance
Case number

HCMP97/2022

No valid resolution was passed at the 1st EGM to appoint Chien because the 1st EGM notice did not refer to any proposed appointment of directors (a substantive defect), evidence shows the relevant discussions occurred after the meeting and eight attendees confirmed they would not support Chien, and the irregularity principle does not apply because there is no inevitability that the result would have been the same; therefore the information in the 1st Form is incorrect and both the 1st and 2nd Forms should be removed; counterclaim dismissed.
1 Nov 2022

FUNG YUEN KWAN, VERONICA v. NEW BRIGHT INTERNATIONAL DEVELOPMENT LTD

Citation

[2022] HKCFI 3788
Court

Court of First Instance
Case number

HCMP1668/2020

The court acceded to the application to adjourn the interim injunction and ordered that a preliminary trial be held to determine whether an oral cooperation agreement existed, and that the proceedings (including the interim injunction summons) be stayed pending that trial, because delay, multiplicity of overlapping proceedings, the appointments of additional directors which overtook the relief sought, and deficient evidence on those appointments made adjudication of the injunction inappropriate at this stage.
8 Nov 2019

WONG WAH ON v. TSUNG TSIN ASSOCIATION AND ANOTHER

Citation

[2019] HKCFI 2746
Court

Court of First Instance
Case number

HCMP1265/2019

The court held that the company's articles required re-appointment and that, by failing to stand for re-appointment, the 2nd to 10th respondents' directorships had terminated by 2008; the EGM in question had been properly convened and constituted.
5 Sept 2012

KOO SHING SUN v.HUNG WING SAN, TONY AND ANOTHER

Citation

KOO SHING SUN v.HUNG WING SAN, TONY AND ANOTHER
Court

Court of First Instance
Case number

HCMP189/2012

Regulation 56 must be read so that, in the context of the amended Table A and Article 22 making two members (present personally or by proxy) the quorum, Regulation 56 operates to deem an adjourned meeting quorate after 30 minutes even where only one member (or his proxy) attends; accordingly the resolution of 18 October 2011 validly appointed Gudy Koo as a director and the strike out application fails. Costs ordered against Mr Hung.
1 Apr 2009

CHEUNG SHU CHUEN v. LEE DER INDUSTRIAL CO AND ANOTHER

Citation

CHEUNG SHU CHUEN v. LEE DER INDUSTRIAL CO AND ANOTHER
Court

Court of First Instance
Case number

HCCW471/2008

The petition and proposed amended petition were struck out and leave refused because they failed to disclose any arguable basis for winding up on just and equitable grounds or for relief for unfair prejudice: the petitioner lacked authority before letters of administration, the allegations were bare and lacked particulars demonstrating overall prejudice, transactions relied upon were explicable by lawful security arrangements, quasi‑partnership expectations do not survive the deceased, and deadlock or director appointments alone did not establish unfair prejudice.
18 Jan 2007

LEE LEUNG NANG STEWART v. KAREN LEE AND OTHERS

Citation

LEE LEUNG NANG STEWART v. KAREN LEE AND OTHERS
Court

Court of First Instance
Case number

HCA1496/2006

The AGM of 4 November 2004 was invalid because s114(2) notice requirements were not met and the minute was not circulated for the required signatures, so the Plaintiff's retirement as director was not effective; there was no arguable defence to that head. However, the validity of the appointments of Wong and Lai is arguable because Article 92 may validate the written minute if the 1st Defendant was acting as Permanent Managing Director or substitute, and the articles permit such a construction, so leave to file a defence on those points was granted.
19 Mar 2003

KAO SHIH YI v. LIN CHIEN KUO GERY

Citation

KAO SHIH YI v. LIN CHIEN KUO GERY
Court

Court of First Instance
Case number

HCMP598/2003

The court held that where the only two directors/shareholders are deadlocked and one deliberately prevents quorum by refusing to attend, the statutory power under s.114B should be exercised to convene an extraordinary general meeting limited to the disputed business; the proposed defence was not so clearly futile as to preclude convening the meeting; accordingly the court ordered an EGM with the quorum relaxed to one member and limited the agenda to matters relating to defending the China Treasure claim.
28 May 2002

KING PACIFIC INTERNATIONAL HOLDINGS LTD. v. CHEUNG YIU WING AND OTHERS

Citation

KING PACIFIC INTERNATIONAL HOLDINGS LTD. v. CHEUNG YIU WING AND OTHERS
Court

Court of First Instance
Case number

HCA1874/2002

The court found that a serious question to be tried existed on (a) the validity of the re-election of the 5th to 9th defendants, (b) the validity of the appointment of the Additional Directors and authenticity of the board minutes, and (c) the removals of the 3rd and 4th defendants; on balance of convenience the plaintiff would suffer prejudice if injunctions were not granted; accordingly interim injunctions were granted until trial or further order subject to undertaking as to damages and costs ordered as plaintiff's costs in the cause (order nisi to be made absolute in 14 days).
30 Apr 2002

KWOK CHI WING v. REALDER MARINE SUPPLY CO. LTD. AND ANOTHER

Citation

KWOK CHI WING v. REALDER MARINE SUPPLY CO. LTD. AND ANOTHER
Court

Court of First Instance
Case number

HCMP57/2002

The court found it impracticable to conduct general meetings by ordinary means due to the 2nd defendant's obstruction and delay; the Articles did not provide an effective alternative given disagreement; the potential for deadlock in Trading was resolved by the articles providing for election of a chairman with a casting vote; allegations of unfair prejudice under s168A were unsubstantiated and delayed and therefore carried little weight; accordingly the court exercised its discretion under s114B to order extraordinary general meetings and to deem one member present as a quorum.
27 Nov 1985

CHING SHING TRADING CO LTD v. LEE SIP HOP AND OTHERS

Citation

CHING SHING TRADING CO LTD v. LEE SIP HOP AND OTHERS
Court

Court of Appeal
Case number

CACV140/1985

Article 83 of the old Table A must be construed to allow the continuing director, when reduced below the quorum fixed by the articles, to act for the limited purpose of increasing the number of directors to the quorum (or summoning a general meeting); accordingly the sole director validly appointed an additional director and authorised the proceedings.