Hong Kong Case Law: Decisions & Judgments

Topic

Pre-emption rights

Legal area

Court

30 Dec 2022

BAOYING CHINESE MEDICINE HOSPITAL v. MA HONGQI AND OTHERS

Citation

[2022] HKCFI 3816
Court

Court of First Instance
Case number

HCA1295/2020

The court set aside the ex parte leave to serve out because the plaintiff made serious, deliberate and material non-disclosures at the ex parte stage and failed to satisfy forum conveniens and jurisdictional requirements at the inter partes hearing; the court declined to exercise jurisdiction over the 2nd defendant and indicated a stay in respect of him was appropriate.
7 May 2021

LI GUOZHU v. NEW CENTURY IATRICAL INV. MANAGEMENT LTD AND OTHERS

Citation

[2021] HKCA 651
Court

Court of Appeal
Case number

CACV174/2018

Leave to appeal refused because the questions raised involved application of established discretionary principles to the facts and did not raise questions of law or public importance; no arguable error in the judge's valuation basis or choice of valuation date (Profinance provides prima facie date), and the judge gave valid reasons; therefore no basis to grant leave and appeal.
15 Jun 2020

LI GUOZHU v. NEW CENTURY IATRICAL INV. MANAGEMENT LTD AND OTHERS

Citation

[2020] HKCA 481
Court

Court of Appeal
Case number

CACV174/2018

The Court of Appeal held the judge did not misexercise his discretion: fairness required the respondents' shares be valued as of the date of judgment (26 April 2018) by independent valuer(s), not at the 2009 agreed sale price, because there was no basis to exclude respondents from the continuing prospects of the company, the respondents' capital remained part of the company financing the Hospital, and the petitioner had not pleaded or proved sabotage of conversion to profit-making status; the buy-out order and interest award were therefore upheld.
26 Apr 2018

LI GUOZHU v. NEW CENTURY IATRICAL INV. MANAGEMENT LTD AND OTHERS

Citation

[2018] HKCFI 868
Court

Court of First Instance
Case number

HCMP3353/2014

The respondents engaged in a coordinated conspiracy to misrepresent the sale price to defeat the petitioner’s contractual pre-emption rights and procured breaches by other shareholders, thereby wresting control and excluding the petitioner from management; those actions constituted conduct of the Company’s affairs that was unfairly prejudicial. The appropriate remedy is a court-ordered buy-out of the respondents’ shares by the petitioner at a fair value to be determined by a valuer with valuation date as the date of judgment; contractual Preamble 4 valuation was not applied and damages were r…
2 Dec 2015

LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD

Citation

LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD
Court

Court of First Instance
Case number

HCMP2915/2014

The administratrix's statutory title did not entitle her to mandatory registration because Articles 5(a), 6 and 12 of the Articles of Association created enforceable pre-emption rights preserved by s160 CO and the directors lawfully declined registration in good faith and in the interests of the company; the administratrix also failed to comply with the Article 6 transfer notice requirement specifying fair value; estoppel by convention and Clause 3(cc) did not invalidate the articles or oblige registration; therefore the application under s159 CO was not well-founded and is dismissed.
28 Jan 2014

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS

Citation

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS
Court

Court of Appeal
Case number

CACV99/2013

On these facts Yu effected a transfer of legal title by executing and lodging the transfer to the administratrix, and because the company does not recognise equitable claims (Article 10) that transaction fell within the scope of Article 25(1) so the pre-emption regime (including the transfer notice requirements) was engaged; the transfer instrument also failed attestation required by Article 20 and company was entitled to refuse registration; appeal dismissed.
22 Apr 2013

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS

Citation

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP2420/2012

Article 25's pre-emption provisions apply to transfers by trustees to beneficiaries; such transfers are not excluded as 'involuntary' and are caught by the pre-emption mechanism; additionally failure to comply with article 20's attestation requirement is fatal to the transfer. Accordingly the transfer could be refused and the applicant's summons for rectification dismissed.
12 Aug 1998

THE PRUDENTIAL ENTERPRISE LTD. v. THE PRUDENTIAL ENTERPRISE LTD.

Citation

THE PRUDENTIAL ENTERPRISE LTD. v. THE PRUDENTIAL ENTERPRISE LTD.
Court

Court of First Instance
Case number

HCA6995/1996

The High Court allowed the appeal and set aside the Master’s dismissal and judgment because the plaintiff had complied with the requirement to answer the request (by referring to the deed) and because the Master’s unless order did not specify with sufficient precision what further particulars were required; the sanction of dismissing the claim and entering judgment was disproportionate.
12 Feb 1998

XHCRX PETER H. YIP v. ASIAN ELECTRONICS LTD.

Citation

XHCRX PETER H. YIP v. ASIAN ELECTRONICS LTD.
Court

Court of First Instance
Case number

HCMP3773/1997

Plaintiff is not a 'person aggrieved' within s100(1) because he is not the person whose name ought to be entered or omitted from the register; there was no breach of the articles since waivers of pre-emption were in writing (collectively) and no entitled member complained; the board resolutions were valid by Article 88 and the irregularity principle; therefore the Originating Summons discloses no reasonable cause of action and must be struck out; costs awarded on an indemnity basis because the claim was pursued for an improper purpose analogous to Piccadilly Radio.
16 Sept 1991

LEE CHEE (OR TSE) NGOR, MORETA v. THE PRUDENTIAL ENTERPRISE LTD

Citation

LEE CHEE (OR TSE) NGOR, MORETA v. THE PRUDENTIAL ENTERPRISE LTD
Court

Court of First Instance
Case number

HCMP187/1991

Transfer from the personal representative to the plaintiff did not fall within Article 36(g)'s exception; it was captured by Article 36(f) and subject to the pre-emption right, and the court was not satisfied the s.69(1B) application was well founded, so registration could not be ordered.