Hong Kong Case Law: Decisions & Judgments

Topic

Just and equitable winding up

Legal area

Court

24 Nov 2025

RE CEIBS PUBLISHING GROUP LTD

Citation

[2025] HKCFI 5736
Court

Court of First Instance
Case number

HCCW12/2021

The court held that the Tribunal’s findings that the petitioner was deprived of board representation, relative majority voting power and participation in management constituted serious and unfair prejudice; Digital’s post hoc proposals were inadequate and would effectively force the petitioner to accept a new joint‑venture counterparty it never chose or trusted; no adequate alternative remedy existed, and accordingly it was just and equitable to wind up the company.
30 May 2025

SHIH HUA INVESTMENT CO., LTD v. ZHANG AIDONG AND OTHERS

Citation

[2025] HKCFI 2335
Court

Court of First Instance
Case number

HCCW198/2016

The Amended Petition had become academic as a result of the company's uncontested winding up and the likely outcome could not be determined without disproportionate investigation; justice required departing from the general rule and making no order as to costs in respect of the A Petition, the Discontinuance Summons and the Striking Out Summons, but on a nisi basis the court ordered that one third of the costs of the costs-only hearing be paid by the 1st and 2nd Respondents to the Petitioner, taxed if not agreed, with certificate for counsel.
18 Mar 2025

PI 1 & PI 2 v. MR

Citation

[2025] HKCFI 1110
Court

Court of First Instance
Case number

HCCT100/2024

The court dismissed the plaintiffs' application and held that the arbitral tribunal has jurisdiction: claims alleging unfairly oppressive or discriminatory conduct and loss of trust and confidence are arbitrable where they arise out of or relate to the Transaction Agreements; Family-Mart requires that such precursor factual and mixed fact-law issues be decided by the tribunal while recognizing the court's exclusive power to grant winding-up or buy-out relief.
26 Nov 2024

WONG CHUN KWONG IVAN AND ANOTHER v. CANADIAN EDUCATION FOUNDATION (CHINA) LTD AND OTHERS

Citation

[2024] HKCFI 3167
Court

Court of First Instance
Case number

HCCW130/2016

The petitioner failed to prove unfairly prejudicial conduct or misappropriation. The court accepted that substantial injections by Fortune/Yeung were loans and, on balance, that the parties agreed at the Fishing Point meeting that those loans bore interest at 6% and were repayable ahead of others; audited accounts reflected the indebtedness and, where qualified, were re-audited to unqualified status when confirmations were provided. The transfer of the School interest to Ms Yeung was justified by PRC regulatory requirements and implemented under a nominee/trust arrangement. There was no estab…
2 Sept 2024

CAMPBELL, YUSEF LATEEF v. EPIC FOODS LTD

Citation

[2024] HKCFI 2303
Court

Court of First Instance
Case number

HCCW63/2024

The petition was struck out because the asserted Debt was disputed on substantial grounds such that the petitioner lacked locus to present a winding up petition; amendment to add an unfair prejudice/just and equitable claim could not cure the fundamental defect; the petition constituted an abuse of process and indemnity costs were justified.
8 Feb 2024

CHAN YAT FUNG v. YING SHING DESIGN & DECORATION LTD AND OTHERS

Citation

[2024] HKCFI 416
Court

Court of First Instance
Case number

HCCW180/2022

The Amended Petition was struck out because the petitioner exhibited inordinate and inexcusable delay (failure to obtain the Registrar’s Certificate for over 1.5 years), repeatedly failed to comply with Rule 29 and court directions (including the March 2023 Direction), demonstrated contumelious conduct and an intention not to prosecute the petition, and thereby committed an abuse of the court’s process such that striking out was the proportionate and necessary remedy; costs follow the event.
7 Dec 2023

GENG HUA ZHONG AND OTHERS v. LI SHU HON AND ANOTHER

Citation

[2023] HKCFI 3118
Court

Court of First Instance
Case number

HCCW431/2021

The petitioners' pleaded case failed to disclose a sustainable cause for just and equitable winding up and their evidence was insufficient to make out a prima facie case; the allotment making the 1st respondent majority was accepted as lawful, the company was solvent, a fair open offer (buyout or voluntary winding up) was available, and the petitioners were confined to their pleaded case; accordingly there was no case to answer and the petitions were dismissed.
7 Dec 2023

GENG HUA ZHONG AND OTHERS v. LI SHU HON AND ANOTHER

Citation

[2023] HKCFI 3118
Court

Court of First Instance
Case number

HCCW403/2017

The petitioners failed to plead and prove a prima facie case justifying a just and equitable winding up; the alleged 2007 emails did not impose ongoing equitable constraints; audited accounts were unchallenged and there was no evidential basis to go behind them; the respondent's fair buyout/voluntary winding up offer made the petitions unreasonable; accordingly there was no case to answer and the petitions were dismissed with costs.
22 Dec 2022

WONG YEE CHUK v. HARSEN (CHINA) LTD AND OTHERS

Citation

[2022] HKCFI 3806
Court

Court of First Instance
Case number

HCCW133/2022

The petition was struck out because the alleged grounds duplicated matters already raised in pending unfair-prejudice petitions and thus were an unreasonable attempt to relitigate the same complaints; the loss of substratum claim was demurrable and tainted by the petitioner's own conduct; the no-reasonable-offer allegation did not independently justify winding up and lacked pleaded evidence that respondents could not comply with a buy-out order; overall there was no real prospect of a winding-up order and it would be unjust to leave the company under threat.
21 Sept 2022

YAU TIN MAN v. AITKEN ENTERPRISES LTD AND OTHERS

Citation

[2022] HKCFI 2870
Court

Court of First Instance
Case number

HCCW202/2018

The court accepted on the evidence that Sy Senior and Fung had agreed, in loose but operative terms, that Sy Senior would run operations and both founders would participate equally in management; Lockwell, as Fung’s successor, was bound by that understanding; Lockwell and its nominee directors took control and acted in ways inconsistent with that understanding after 2018 thereby irretrievably breaking down mutual trust and confidence and justifying a winding up on the just and equitable ground.