Hong Kong Case Law: Decisions & Judgments

Topic

Share allotment

Legal area

Court

12 Dec 2025

TAN JIAN MING v. TAN JIACHENG, the Administrator of THE ESTATE OF TAN JIANCHAO also known as TAN JIAN CHAO, DECEASED AND OTHERS

Citation

[2025] HKCFI 6368
Court

Court of First Instance
Case number

HCMP354/2025

There are genuine, material disputes of fact about whether the plaintiff gave informed assent to the Allotment and whether he held the shares as nominee or beneficial owner; those disputes cannot be resolved on the present affidavits and documents. Accordingly the court exercised its power under Order 28 r 8 to order the proceedings to continue as if begun by writ so the issues can be tested at trial with full pleadings, disclosure and cross-examination, and directed a timetable for pleadings and a case management conference.
9 May 2025

SHIH PAK TAU v. SZE SHUN KIT AND ANOTHER

Citation

[2025] HKCFI 1912
Court

Court of First Instance
Case number

HCMP495/2024

Clause 1(7) was properly construed as operative only while D2's repayment obligations under the Agreement remained outstanding; the loan had been repaid so no prior consent from the plaintiff was required for the allotment, the EGM notice was sufficient to state the general nature of the business, and there was no evidence D1 acted in bad faith or for an improper purpose; accordingly the originating summons was dismissed and costs awarded to the defendants.
18 Mar 2025

LAI CHI KEUNG v. REGISTRAR OF COMPANIES AND OTHERS

Citation

[2025] HKCFI 1095
Court

Court of First Instance
Case number

HCMP2141/2022

The court concluded that the Return of Allotment of 9,900 shares to 湖北瑞博恩能源科技有限公司 was false and invalid, gave no weight to the English-language affirmations notarised in the Mainland where the deponents likely did not understand English and did not attend for cross-examination, found R2 to be Wang's nominee with no consideration paid and not a bona fide purchaser, and therefore granted the applicant's declaration and order to remove the Return and awarded costs to the applicant.
18 Jun 2024

ZHONG DA MINING HOLDING LTD v. LAM WO PING AND OTHERS

Citation

[2024] HKCFI 1613
Court

Court of First Instance
Case number

HCMP1405/2022

The court held that the question of beneficial ownership of the BVI holding company (P) is material to whether the irregularity principle can cure defects in the challenged shareholder written resolutions; the beneficial ownership issue involves substantial disputed facts that cannot be resolved summarily on affidavit; it was therefore inappropriate to grant the substantive reliefs or injunctions at this stage or to stay to the BVI, and the proper course is to order the action to continue as if begun by writ with directions to plead the factual disputes for trial; the irregularity principle c…
1 Aug 2023

LUI FUNG YEE v. LIU SIU FOON, the Administrator of the estate of CHAN KWOK HUNG, deceased AND ANOTHER

Citation

[2023] HKCFI 1940
Court

Court of First Instance
Case number

HCA1858/2016

The court accepted the evidential case that the Deceased and Madam Lui had a shared intention that beneficial ownership of Ricco was 85% (Deceased) and 15% (Madam Lui), and held that despite the 2007 allotment being declared null and void under the old Companies Ordinance, equity permits the court to give effect to that agreement by declaring the beneficial interests, ordering transfer of 1,050,000 shares to the estate and requiring Madam Lui to account for dividends and profits attributable to those shares.
25 Jun 2021

WONG SHIU LUEN AND ANOTHER v. WONG YING WAI AND OTHERS

Citation

[2021] HKCFI 1835
Court

Court of First Instance
Case number

HCA913/2013

The court accepted documentary and credible witness evidence that (1) the 1996 allotment was validly approved with consent and is confirmed; (2) the 2001 transfers were intentionally effected by WC as part of a 'Scheme', WC had capacity when executing the transfer documents and both fellow directors/shareholders (WSL and WWC) knew of and agreed to the transfers, so the transfers are valid; (3) the sums claimed by plaintiffs in the Loans Action originated from WYW’s Macau Account and were passed via WWC at WYW’s instruction, therefore plaintiffs’ loan claims fail except that WWC’s estate must…
25 Jun 2021

LEE CHI HANG AND OTHERS v. WELL DONE GARMENT FACTORY LTD AND ANOTHER

Citation

[2021] HKCFI 1835
Court

Court of First Instance
Case number

HCA465/2013

On the evidence (contemporaneous documents, admissions in probate administration, credible witnesses and neutral account clerk), the 1996 allotment was valid by consent at the 1996 EGM; WC had capacity and the 2001 transfers were valid and formed part of an intentional scheme transferring assets (including Macau account funds) to WYW with knowledge or assent of WSL and WWC; the moneys allegedly loaned by WWC and WSL were in fact funded from WYW’s Macau account, so plaintiffs’ loan claims fail, save that the estate must account for an unexplained balance of HK$2,569,000; MPF overpayment of HK$…
25 Jun 2021

LEE CHI HANG AND OTHERS v. WELL DONE GARMENT FACTORY LTD AND ANOTHER

Citation

[2021] HKCFI 1835
Court

Court of First Instance
Case number

HCA227/2012

Court found on the balance of credible contemporaneous evidence that (1) the 1996 allotment was valid with consent of WSL and WWC; (2) the 2001 share transfers were valid because WC had capacity and both WSL and WWC knew of and agreed to the transfers as part of WC's Scheme to transfer assets to WYW; (3) the sums claimed as loans by plaintiffs originated from WYW's Macau account and were entrusted to WWC to apply, therefore plaintiffs' loan claims fail but WWC's estate must account for an unaccounted balance (HK$2,569,000); (4) Well Done is entitled to repayment of the MPF overpayment; (5) Ne…
24 Mar 2021

CHEN HONGQING v. CHINA SHANSHUI INVESTMENT CO LTD AND OTHERS

Citation

[2021] HKCFI 699
Court

Court of First Instance
Case number

HCA1380/2020

The court found the plaintiff had standing and, applying the appropriate merits threshold, concluded there was sufficient and cogent evidence (including absence of contemporaneous board documentation, inadequate explanatory materials and commercial improbabilities) to infer the board's primary purpose in proposing the allotment was improper; damages were inadequate and the balance of convenience favoured preserving the status quo, so the interlocutory injunction restraining implementation of the allotment was continued.
11 Aug 2020

GE QINGFU AND OTHERS v. L & A INTERNATIONAL HOLDINGS LTD AND OTHERS

Citation

[2020] HKCA 687
Court

Court of Appeal
Case number

CACV11/2019

Sections 728-730 must be read in context with their predecessor provisions and company law principles; s.729(1)(b) grants power to award damages only as adjunctive or substitutive to injunctions where jurisdiction for injunction existed at commencement; on facts injunctive relief was available at commencement (T+2 settlement) so court had jurisdiction to award damages in lieu, but quantum must be compensatory and limited to cost necessary to restore plaintiffs’ pre-breach shareholding; original award of HK$18,669,420 reduced to HK$7,349,040.