Hong Kong Case Law: Decisions & Judgments | LexChat

Topic

Shareholder loan repayment terms

Legal area

Court

5 Sept 2025

RE BGA HOLDINGS LTD (Formerly Known as BEIBU GULF OCEAN SHIPPING (GROUP) LTD)

Citation

[2025] HKCA 815
Court

Court of Appeal
Case number

CACV591/2021

Leave to appeal was refused. The Court of Appeal held that appellate restraint applies even where first instance findings were based on affidavit evidence; the appeal court's role is review not rehearing and the Company failed to show the judge was wrong. The question whether a shareholder loan is repayable on demand is fact specific; on the facts the PBM Loan was repayable on demand and the judge's findings were not shown to be wrong.
5 Sept 2025

RE BGA HOLDINGS LTD (Formerly Known as BEIBU GULF OCEAN SHIPPING (GROUP) LTD)

Citation

[2025] HKCA 815
Court

Court of Appeal
Case number

CACV557/2021

Leave to appeal to the Court of Final Appeal was refused. The Court held that established appellate review principles apply to winding-up appeals decided on affidavit evidence; no special de novo standard applies. The primary judge's findings that the PBM loan was repayable on demand were not shown to be wrong on appeal. Question 2 raised no point of law of general or public importance because repayment terms of shareholder loans depend on facts; audited financial statements stating 'repayable on demand' and contemporaneous documents justified the judge's conclusions. Costs were awarded to th…