Hong Kong Case Law: Decisions & Judgments

Topic

Directors appointment

Legal area

Court

23 May 2024

WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. HIROSHI TECHNOLOGIES LTD

Citation

[2024] HKCA 489
Court

Court of Appeal
Case number

CACV218/2023

The Court concluded there was a reasonably arguable procedural irregularity in the judge determining the originating summonses without giving the intervener an opportunity to file evidence and make submissions, and given the real prospects of success and potential prejudice to the intervener (loss of control of trading businesses), it was necessary to stay execution of the substantive orders pending determination of the appeals.
3 Aug 2023

DU SHUI WING AND OTHERS v. FU KIN FUNG AND OTHERS

Citation

[2023] HKCFI 2016
Court

Court of First Instance
Case number

HCMP846/2019

The petitioners were not the successful party. The substantive disputes concerning appointment of directors and alleged mismanagement could and should have been addressed by statutory mechanisms or summary proceedings; the unfair prejudice petition was unnecessary. Given the parties' conduct and that the reconstitution of the board rendered the petition academic, fairness required that petitioners pay a substantial proportion of respondents' costs. Consequently petitioners ordered to pay 60% of respondents' costs up to discontinuance; receiver fees to be paid from company assets; additional o…
30 Mar 2023

RICH REGION HOLDINGS LTD (a company incorporated in the British Virgin Islands) v. GOLD BRILLIANT INVESTMENT LTD (a company incorporated in Hong Kong) AND OTHERS

Citation

[2023] HKCFI 866
Court

Court of First Instance
Case number

HCMP69/2023

Section 570 was inapplicable to a dispute over the Receivers' standing to represent the Applicant at an EGM; the appropriate remedies were proceedings in the BVI or a targeted injunction or other procedural steps, therefore the originating summons under s570 was dismissed and the application for documents under ss620 and 740 was adjourned sine die pending determination of entitlement to represent the Applicant.
1 Nov 2022

LO FONG HUNG v. FUNG YUEN KWAN, VERONICA AND ANOTHER

Citation

[2022] HKCFI 3788
Court

Court of First Instance
Case number

HCMP2219/2020

The court granted the adjournment of the interim injunction and ordered a preliminary trial on the central issue of whether an oral cooperation agreement existed, and stayed further proceedings (including the injunction summons) because the primary issue is dispositive, the injunction terms were overtaken by subsequent director appointments, the evidence on those appointments was deficient and there was an unacceptable multiplicity of proceedings amounting to abuse of court resources.
31 Dec 2021

藍仲民及另一人對葉耀鎏及另一人

Citation

[2021] HKCFI 3901
Court

Court of First Instance
Case number

HCA1431/2018

The court accepted plaintiffs' account as credible and found defendants, in particular the first defendant, breached the 2015 oral investment agreement by failing to transfer the contracted shares despite receipt of the full investment; this constituted a total failure of consideration entitling plaintiffs to restitution of the investment. Contemporaneous communications and witness evidence undermined the defendant's account that the plaintiffs prevented transfer, so repayment was ordered.
4 Dec 2020

ANNA GRÜTER AND OTHERS v. REIGN DIGITAL CREATIVES LTD AND ANOTHER

Citation

[2020] HKCFI 3137
Court

Court of First Instance
Case number

HCMP964/2020

The court found the applicants acted in good faith and for proper purposes and that there was a sufficient evidential basis to investigate suspected diversion of company business and long term withholding of information; convening a meeting by ordinary means was impracticable; accordingly the court ordered inspection under s740 and a court-ordered general meeting under s570 with ancillary directions (including that one shareholder attending constitutes a quorum and that a resolution to appoint directors may be put).
30 Apr 2019

CHINA ENERGY UTILIZATION LTD (incorporated under the laws of the British Virgin Islands) v. CHINA PEOPLE (HONG KONG) LTD AND ANOTHER

Citation

[2019] HKCFI 1101
Court

Court of First Instance
Case number

HCCW188/2013

The court found that the conduct complained of amounted to unfairly prejudicial conduct and that the petitioners' factual evidence was credible; accordingly the petitions were well founded and the court may order equitable relief including a buy‑out under the Companies Ordinance, with valuation and mechanics to be determined by further directions.
16 Jul 2018

HUNG WAN HOI GILBERT AND OTHERS v. LEE MAN BIU AND OTHERS

Citation

[2018] HKCFI 1658
Court

Court of First Instance
Case number

HCCW372/2014

The court found the Petitioners had conducted the Company's affairs in a manner unfairly prejudicial to the Respondents by obstructing access to books and records, excluding legitimately appointed directors under the shareholders agreement, and diverting potential corporate opportunities; the Petitioners' petition for winding up was dismissed but the Respondents' petition was granted in part by ordering a buy‑out of the Respondents' shares (against the primary wrongdoer, Lee Man Biu) at fair value as at 30 June 2012, without minority discount, with unpaid capital notionally treated as paid an…
27 Jul 2007

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER

Citation

CHOI TAK LAN AND OTHERS v. NG WING HONG AND ANOTHER
Court

Court of First Instance
Case number

HCMP2671/2006

Where it is impracticable for the companies to call AGMs because quorum cannot be formed, the court will order annual general meetings under s114B/s111 and may give ancillary directions to preserve the status quo pending related litigation; the court may require that directors nominated by a majority shareholder deliver undertakings restraining them from excluding other directors or altering the constitution or capital until the substantive disputes are resolved.
27 Jul 2007

NG WING HONG v. CHOI TAK LAN AND OTHERS

Citation

NG WING HONG v. CHOI TAK LAN AND OTHERS
Court

Court of First Instance
Case number

HCMP2274/2006

Where it is impracticable for a company to hold its AGM because members refuse to attend, the court will order meetings under s114B to restore corporate functioning but will impose tailored interim restraints to preserve the status quo and prevent a challenged majority from prejudicing other members pending determination of substantive disputes; accordingly AGMs of the three companies were ordered with one-member quorum, balanced director nominations and undertakings restraining exercise of majority rights.