Hong Kong Case Law: Decisions & Judgments

Topic

Share valuation

Legal area

Court

21 Jan 2025

CHIU WING KEUNG MIKEY v. INTERASIA CORPORATION LTD AND OTHERS

Citation

[2025] HKCFI 386
Court

Court of First Instance
Case number

HCMP2114/2021

The Court found overall unfair prejudice: the parties' agreed fundamental bases (including each shareholder's right to participate in management) were breached when respondents removed the petitioner as director and caused discontinuance of the company actions to the petitioner's prejudice; respondents deleted and reallocated invoices and failed to discharge agreed capital obligations, left the petitioner to settle the SCB loan and undermined trust. There was no evidence of deliberate accounting fraud by petitioner; nevertheless trust was irretrievably broken and reconstitution was impractica…
9 Jan 2025

CKP v. YWC, the Administratrix of the estate of CTH, Deceased AND OTHERS

Citation

[2025] HKFC 9
Court

Family Court
Case number

FCMP73/2022

The applicant was a dependant and materially benefited from the settlement (lump sum plus undertakings to procure realization of her C Ltd share value), but the Alleged Director's Loan liability remained unresolved and therefore applicant was not entitled to costs in respect of that unresolved issue; applying the court's wide discretion in family/Cap 481 proceedings and considering conduct and proportionality, the court ordered respondents' costs to be paid from the estate on an indemnity basis and two-thirds of the applicant's costs to be paid from the estate on a party-party basis, with tax…
22 Jul 2024

LEUNG YUET KEUNG v. HARBOUR FRONT LTD AND ANOTHER

Citation

[2024] HKCFI 1965
Court

Court of First Instance
Case number

HCMP1471/2019

[2024] HKCFI 1965
25 Nov 2021

CHAN SEUNG BUN v. WONG KING FAI JOE AND ANOTHER

Citation

[2021] HKCFI 3572
Court

Court of First Instance
Case number

HCCW227/2018

The court determined fair value using the market/earnings approach as the appropriate method, accepted the expert’s market approach but rejected the application of a key person discount while accepting a 20% small size discount; directed distribution of accumulated and interim profits to shareholders before transfer; fixed company value at HKD 37,315,473 and price for 50% shares at HKD 18,657,737 and ordered transfer and payment under specified terms.
16 Jun 2021

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

Citation

[2021] HKCFI 1705
Court

Court of First Instance
Case number

HCMP1331/2017

The court exercised its discretion on the specific facts: because the valuation was inevitable given the adversarial history but the Valuation materially vindicated Orlov against Roth's lower figures and Roth's conduct contributed to contested and avoidable costs, Roth must pay 80% of Orlov's valuation costs and 80% of the Valuer's costs, Orlov to pay 20% of the Valuer's costs, and the company's (TTC) costs to be shared equally; all costs taxed if not agreed.
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.
4 Sept 2019

MOORTHY SELVARAJ v. GMT INDUSTRIAL LTD

Citation

[2019] HKCFI 2299
Court

Court of First Instance
Case number

HCMP971/2019

Applicant, being a longstanding substantial shareholder, demonstrated status, acted in good faith and sought inspection for a proper purpose limited to bank account statements from reactivation in March 2019 to date; the request was proportionate and not a fishing expedition, therefore an order under section 740 is warranted.
18 Apr 2019

XU LIU CHUN v. WU CHANG JIANG AND ANOTHER

Citation

[2019] HKCA 355
Court

Court of Appeal
Case number

CACV380/2018

The Court dismissed the appeal and cross‑appeal: the judge correctly found no misappropriation of the US$9.2 million and that payments were made with the knowledge and consent of the only two shareholders/directors, so the sum could not be treated as a company asset for valuation; Wu failed to prove a resulting trust over Xu's 40% shareholding and consequently Xu is the beneficial owner of 40%; therefore no reinstatement of US$9.2 million in valuation and cross‑appeal fails.
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…