Hong Kong Case Law: Decisions & Judgments

Topic

Share dilution

Legal area

Court

25 Jul 2024

HOU HSIAO BING v. REN BAOGEN

Citation

[2024] HKCFI 1820
Court

Court of First Instance
Case number

HCA1657/2019

There was no common intention limiting the Guarantee to the tenure of Madam Wang; the Guarantee’s plain terms impose an obligation capable of indefinite duration and are enforceable; the cumulative allotments after 1 April 2011 substantially diluted the Plaintiff’s shareholding and, on the evidence including NAV and market capitalisation, that dilution was a contributory cause of economic loss; specific performance ordering the Defendant to purchase the Plaintiff’s shares at HK$0.36 per share was appropriate; a late amendment to plead causation was permitted without unfair prejudice to the De…
5 Jan 2024

ZHU BIN v. THOUSAND VANTAGE INVESTMENT LTD AND OTHERS

Citation

[2024] HKCFI 70
Court

Court of First Instance
Case number

HCMP1673/2023

The application for an interlocutory injunction was dismissed because the plaintiff failed to demonstrate bad faith or breach of fiduciary duty by the board, failed to show a serious issue to be tried let alone a likelihood of success at trial, and there was no evidential foundation that SH Jianchen would contribute or that the board's failure to commission a liquidation analysis amounted to a breach; accordingly the court would not interfere with bona fide management decisions; costs ordered nisi against the plaintiff.
29 Dec 2023

CHAN KAM YAU AND ANOTHER v. CHAN HUI KI TUP AND OTHERS

Citation

[2023] HKCFI 3367
Court

Court of First Instance
Case number

HCMP693/2018

Court found PSC and the Company operated as a quasi-partnership under a Fundamental Relationship/Understanding; respondents breached that understanding by excluding petitioners from management (invalid or improperly conducted AGMs and unilateral appointments of ROs) and by approving the Proposed Allotment for the improper purpose of diluting petitioners; reduction of minimum commission and PHC payment complaints failed; remedy is a buy-out order requiring respondents (R2 and R6) to purchase petitioners' combined 28% shareholding at 28% of a court-determined going-concern valuation assessed in…
19 Apr 2021

HO TUNG MING OSCAR v. HO FOOK SHING

Citation

[2021] HKCFI 1046
Court

Court of First Instance
Case number

HCMP31/2019

The defendant was removed because he omitted a known valuable asset (the Deceased's share in Wing Wai) from the Schedule of Assets and Liabilities, failed to render a full and proper account and to provide rental and company accounts despite requests, and diluted the Deceased's shareholding; these breaches of the administrator's fundamental duties made removal necessary for the due and proper administration of the estate and justified appointment of the plaintiff and an order that the defendant amend the schedule, render full accounts within 28 days, and personally bear the costs.
3 Jun 2020

EMPEROR SECURITIES LTD v. SMI INVESTMENT (HK) LTD AND OTHERS

Citation

[2020] HKCFI 881
Court

Court of First Instance
Case number

HCA32/2019

The court found that, although the board's conduct amounted to obstruction, the evidence did not establish the required "very special circumstances" nor that it was "absolutely essential" to reconstitute the board at interlocutory stage; however, there was no prejudice in granting leave for the receivers to enter negotiations to sell all or part of the Subject Shares and to file supporting affirmations.
25 Oct 2019

FOUNTAIN II LTD v. PING AN SECURITIES (HOLDINGS) LTD AND OTHERS

Citation

[2019] HKCFI 3013
Court

Court of First Instance
Case number

HCMP1866/2019

The court accepted that the petitioner holding 40,000 shares had prima facie locus to bring an unfair prejudice petition and that prior knowledge of alleged breaches did not necessarily bar relief; the petition raised arguable issues of unfair prejudice and breach of fiduciary duty warranting further consideration and assessment of the balance of convenience for interim relief.
28 Sept 2017

AU KAI TO KAREL v. END USER TECHNOLOGY LTD AND OTHERS

Citation

AU KAI TO KAREL v. END USER TECHNOLOGY LTD AND OTHERS
Court

Court of First Instance
Case number

HCA170/2015

Court rejected allegations of fraudulent misrepresentation for lack of reliance and falsity at the time of entry; held EUT and MMG jointly and severally liable for breach of the Agreement by withholding the share certificate and awarded the plaintiff HK$4,400,000 as damages (the plaintiff's bargain/expected proceeds); dismissed MMG's counterclaim for an oral agreement; ordered costs against EUT and MMG (costs order nisi).
14 Jun 2017

Relevant employees whose shares in China Shanshui Investment Company Limited held by ZHANG CAIKUI on trust (Please refer to Schedule 1 attached to the Writ of Summons for names of the relevant employees) AND ANOTHER v. ZHANG CAIKUI AND ANOTHER

Citation

Relevant employees whose shares in China Shanshui Investment Company Limited held by ZHANG CAIKUI on trust (Please refer to Schedule 1 attached to the Writ of Summons for names of the relevant employees) AND ANOTHER v. ZHANG CAIKUI AND ANOTHER
Court

Court of First Instance
Case number

HCA1564/2015

The application was dismissed because applicants failed to show sufficient grounds for court intervention: there was no allegation of bad faith or legal error by the receivers, the receivers gave undertakings not to vote to dilute CSI, the grant of the general mandate was common and in force previously without exercise, and the application was premature given parallel proceedings and opposing stakeholders.
14 Jun 2017

Relevant employees whose shares in China Shanshui Investment Company Limited held by ZHANG CAIKUI on trust (Please refer to Schedule 1 attached to the Writ of Summons for names of the relevant employees) AND ANOTHER v. ZHANG CAIKUI AND ANOTHER

Citation

Relevant employees whose shares in China Shanshui Investment Company Limited held by ZHANG CAIKUI on trust (Please refer to Schedule 1 attached to the Writ of Summons for names of the relevant employees) AND ANOTHER v. ZHANG CAIKUI AND ANOTHER
Court

Court of First Instance
Case number

HCA939/2015

The application was dismissed because the applicants failed to meet the heavy onus required to justify court intervention: no evidence of lack of good faith or legal error by the receivers; the general mandate had not been exercised in the alleged prejudicial manner; the receivers gave an undertaking not to vote to dilute CSI; and the matter could be addressed by shareholders at general meeting or in the pending removal application.
31 Aug 2015

GIANT CRYSTAL LTD v. ENERGY INTERNATIONAL INVESTMENTS HOLDINGS LTD

Citation

GIANT CRYSTAL LTD v. ENERGY INTERNATIONAL INVESTMENTS HOLDINGS LTD
Court

Court of First Instance
Case number

HCMP1903/2015

The summons for an interim injunction was dismissed because the petitioner had limited prospects of success on the core challenge to the CB placing, the CB placing was shown to address genuine funding needs and had independent shareholder support, blocking it risked causing irreparable harm to the company that damages would not remedy, the petitioner was not shown to be able to give a reliable undertaking as to damages given concurrent Cayman proceedings challenging its share ownership, and the petitioner had delayed in seeking relief; balancing the convenience favoured refusal of injunctive…