3 Aug 2022
LI JIAN CHAO v. TC ORIENT LIGHTING HOLDINGS LTD
- Citation
- [2022] HKCFI 2324
- Court
- Court of First Instance
- Case number
- HCA1228/2016
The court found the 1st-3rd purported resolutions invalid because the directors who stood to benefit were materially interested and therefore disqualified from voting under Article 103(1), no valid chairman determinations under Article 103(4) were proved, and the meetings were inquorate; alternatively those payments were not satisfactorily explained and Li breached fiduciary duties; the 4th purported resolution was invalid because notice was not given to all directors and, on the facts, the payments were in substance compensation for loss of office requiring approvals under Article 99 and the…