14 Oct 2005
SEG INVESTMENT LTD v. SEG INTERNATIONAL SECURITIES (HK) LTD AND OTHERS
- Citation
- SEG INVESTMENT LTD v. SEG INTERNATIONAL SECURITIES (HK) LTD AND OTHERS
- Court
- Court of First Instance
- Case number
- HCMP4211/2003
The meeting notice was inadequate because it failed to state the extraordinary nature of the proposed business (winding up); the directors who passed the resolution did not genuinely hold the opinions required by section 228A (the winding up was a pre-emptive act to defeat an imminent shareholders' meeting and was not shown to be necessary or that other modes were impracticable); the 3rd Defendant lacked voting rights and the 2nd to 4th Defendants' motive and factual basis for invoking s228A failed the statutory test—therefore the resolution, appointment of provisional liquidator and purporte…