Hong Kong Case Law: Decisions & Judgments

Topic

Removal of directors

Legal area

Court

7 Nov 2025

ORIENTAL TEXTILE PRODUCTS LTD v. ASIA TELEVISION HOLDINGS LTD AND OTHERS

Citation

[2025] HKCFI 5387
Court

Court of First Instance
Case number

HCMP1572/2025

The court held that "proceed to convene" in article 58 requires a board manifestation of intention effectively equivalent to a board resolution to issue a notice specifying date, time, venue and mode; the 17 July board meeting and 18 July announcement specifying only a date (without time and venue) did not satisfy article 58, therefore the Plaintiff was entitled to convene the 12 August 2025 EGM and the resolutions passed thereat were valid; additionally the adjournment of 27 August 2025 was invalid because it failed to specify the time/place/form as required by article 64, giving rise to con…
3 Apr 2025

LAM YAN YEE AND ANOTHER v. THIS THIS RICE (HONG KONG) LTD AND OTHERS

Citation

[2025] HKCFI 1378
Court

Court of First Instance
Case number

HCMP1979/2024

The plaintiffs' asserted purpose to verify whether dividends are payable under the shareholders agreement is a proper purpose under section 740; while audited financial statements and management accounts would normally suffice, the absence of verified audited accounts and evidence of suspicious conduct by defendants justifies a wider investigatory inspection, subject to the principle that only subsidiary records in the company's possession or to which the company is legally entitled fall within section 740.
21 May 2021

NG TAI JOO v. THE REGISTRAR OF COMPANIES AND OTHERS

Citation

[2021] HKCFI 1510
Court

Court of First Instance
Case number

HCMP356/2021

Clause 3.1 is properly construed as a representation clause securing the plaintiff a board representative but not a contractual right that fetters the statutory right of a majority shareholder to remove directors; the irregularity principle applies because the majority (Dama) could and would inevitably have regularised the contested decisions, so the originating summonses fail and must be dismissed (subsidiary follows because the holding company could control it).
19 Nov 2018

SO KUEN KWOK v. PEARL ORIENTAL OIL LTD AND OTHERS

Citation

[2018] HKCFI 2559
Court

Court of First Instance
Case number

HCMP1912/2018

The court held that the applicant's request for an order approving the Amendment Resolution was overtaken because the Board had already approved the amendment; the court would not grant injunctive relief against newly appointed directors absent proper service and jurisdiction, and undertakings given by represented defendants not to chair the SGM were accepted and disposed of that part of the application; issues of substituted service require prospective order and proper justification.
2 Aug 2013

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS

Citation

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS
Court

Court of Appeal
Case number

CACV107/2012

The Court of Appeal held the appeal should be dismissed: the blocking of the amendment to the bye-law constituted conduct of the companys affairs for the purposes of s168A; where a listed company has agreed with the Exchange to comply with Listing Rules such agreement can form part of the common understanding on which shareholders acquired shares and thus can give rise to equitable constraints on the exercise of strict legal rights if breach jeopardises the listing (as here, causing suspension). On the facts the Judge was entitled to find unfair prejudice and to order amendment of Bye-law 86(…
25 Apr 2012

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS

Citation

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS
Court

Court of First Instance
Case number

HCMP702/2010

The court held that CYF was obliged under the Listing Rules to ensure its articles conformed to Appendix 3 para 4(3); Bermuda law did not 'provide otherwise' because it merely permitted companies to set the voting threshold but did not require a higher threshold; the failure of shareholders to pass the amendment resulted in the company remaining in breach and that company-level inaction was unfairly prejudicial under s.168A because it risked prolonging suspension of trading and prejudiced shareholders. Accordingly the court ordered amendment of Bye-law 86(4) to substitute 'ordinary' for 'spec…
24 Feb 2012

SONG LIANZHONG v. CHINA NTG INVESTMENT LTD AND OTHERS

Citation

SONG LIANZHONG v. CHINA NTG INVESTMENT LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP1823/2011

The court ordered the overdue AGM under s114B but refused to authorise the applicant to propose a resolution to change board composition because the existence of an alleged oral shareholders agreement — which, if established, would prevent removal — was in genuine dispute and requires a full trial; granting the contested removal as final relief would preclude adjudication of that dispute and risk res judicata; accordingly the matter was limited to trial on existence of the oral agreement with directions for discovery and trial preparation.
16 May 2007

JEFFREY THOMAS ROBBINS AND ANOTHER v. PEAKTOP TECHNOLOGIES (USA) HONG KONG LTD

Citation

JEFFREY THOMAS ROBBINS AND ANOTHER v. PEAKTOP TECHNOLOGIES (USA) HONG KONG LTD
Court

Court of First Instance
Case number

HCMP2456/2006

The respondent failed to establish a real and probable risk that the applicants would misuse the accounting records; the court has jurisdiction to award costs on withdrawal; exceptional circumstances existed because the respondent itself removed the applicants as directors after undue delay in advancing its evidence and could have removed them earlier, thereby rendering the application moot; therefore leave to withdraw was granted and costs were awarded to the applicants.
26 Jan 2007

CHRISTIAN EMIL TOGGENBURGER v. BEAUFORTE INVESTORS CORPORATION LTD AND OTHERS

Citation

CHRISTIAN EMIL TOGGENBURGER v. BEAUFORTE INVESTORS CORPORATION LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP37/2007

The court found there was a compelling case that the 27 December 2006 notice was unreasonably short in the holiday context and did not afford directors a fair opportunity to attend; the removals of Hess and Saxer were likely invalid because a board resolution is required under Art.101(A)(iii) and attempted attendance on 20 December 2006 interrupted any six‑month absence; the non-disclosures at the ex parte stage were not material to justify vacating the injunction, and accordingly the ex parte interim injunction was continued pending trial.
10 Feb 2006

HIEW FOOK SIONG AND OTHERS v. FUNG TAK KEUNG AND OTHERS

Citation

HIEW FOOK SIONG AND OTHERS v. FUNG TAK KEUNG AND OTHERS
Court

Court of First Instance
Case number

HCA231/2006

Plaintiffs lacked a pre-existing legal right or cause of action to be protected by an interlocutory injunction against shareholders convening and voting at a properly requisitioned general meeting; therefore the threshold requirement for granting an injunction was not met and the application was dismissed.