Hong Kong Case Law: Decisions & Judgments

Topic

Shareholder loans

Legal area

Court

15 Oct 2025

DELCO PARTICIPATION B.V. v. CHIHO ENVIRONMENTAL GROUP LTD (formerly known as CHIHO-TIANDE GROUP LTD) AND OTHERS

Citation

[2025] HKCFI 4739
Court

Court of First Instance
Case number

HCA2939/2016

On the balance of probabilities the Court found systematic under-invoicing and round-tripping sufficient to discredit major parts of the alleged cross-debts (HKM Metal and Chern debts) and concluded assignments were ineffective; Fang assumed fiduciary duties when he undertook to find buyers and possessed material non-disclosed information about USUM's investment, breached those duties by non-disclosure, causally leading to Delco receiving a depressed sale price; Delco entitled to equitable compensation (market-based assessment); CT's CB Undertaking did not impose an obligation to procure a pu…
9 Apr 2025

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

Citation

[2025] HKCA 322
Court

Court of Appeal
Case number

CACV557/2021

The Court of Appeal dismissed the appeals because the primary judge did not err in finding no bona fide dispute on substantial grounds: contemporaneous documents (notably audited financial statements recording the PBM loan as current and repayable on demand), the absence of credible documentary corroboration for the alleged express/oral treatment, the implausibility of the alleged unanimous‑consent arrangement or implied term, and the lack of any binding vessel sale or effective novation meant the loan remained payable and the judge’s factual evaluation was not palpably wrong; appellate inter…
9 Apr 2025

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

Citation

[2025] HKCA 322
Court

Court of Appeal
Case number

CACV591/2021

The Company failed to establish a bona fide dispute on substantial grounds because contemporaneous documentation (audited financial statements and board papers), objective post-meeting conduct and the novation recital overwhelmingly supported that the PBM Loan was repayable on demand and that the alleged express/oral agreement, implied term, vessel purchase agreement and novation were not credible or legally effective; the Court of Appeal will not overturn the primary judge's factual assessments absent palpable error.
5 Dec 2022

LAM KA WAI REBECCA AND ANOTHER v. LAM JENNY, THE ADMINISTRATOR OF THE ESTATE OF LAM KAM WAI AND OTHERS

Citation

[2022] HKCFI 3653
Court

Court of First Instance
Case number

HCMP1014/2021

There were reasonable grounds for forensic investigation into the Subject Assets (the GTE Sum and the Rainbow Rich loan) given conflicting explanations, incomplete documentary support and accounting entries; forensic accounting expertise was required; accordingly the court removed the existing administrators and appointed Derek Lai and Guy Norman of Deloitte (as professional administrators) to investigate and administer the estate, with costs reserved.
16 Feb 2022

RE GOLDEN OASIS HEALTH LTD

Citation

[2022] HKCA 237
Court

Court of Appeal
Case number

CACV100/2020

The Court of Appeal allowed the appeal because the Smart Even Deed expressly made the Smart Even Loan repayable on demand, so no reasonably arguable implied term in the Company SHA could restrict unilateral repayment (such an implied term would contradict the express deed); accordingly there was no bona fide dispute of substance to defeat the petition, and the Judge’s dismissal was set aside.
26 Nov 2021

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

Citation

[2021] HKCFI 3433
Court

Court of First Instance
Case number

HCCW251/2019

The summons to strike out was dismissed: the Authority Ground was rejected (the liquidator/director had authority to bring proceedings); contemporaneous audited financial statements and other documents established the PBM loan was repayable on demand; the asserted express or implied agreement, the alleged Vessel Purchase Agreement and the Novation Agreement were not credible or supported by contemporaneous documents and therefore did not discharge or novate the debt; accordingly there was no bona fide dispute on substantial grounds to defeat the statutory demand-based insolvency case.
4 Jun 2021

LUEN MING SUPREME FABRICATOR CO LTD AND ANOTHER v. NG CHI WAH AND ANOTHER

Citation

[2021] HKCFI 1501
Court

Court of First Instance
Case number

HCA2593/2017

On the evidence and contemporaneous documents, the court found the 1st representation was not made and the alleged six-month undertaking was not given; plaintiffs therefore failed to prove fraudulent misrepresentation or repudiatory breach, and by their subsequent conduct affirmed the Investment Agreement; claims dismissed and defendants awarded costs.
15 Jan 2021

AU YIN PIN v. SHUN SENG HOP YICK KNITTING FACTORY LTD AND ANOTHER

Citation

[2021] HKCFI 120
Court

Court of First Instance
Case number

HCA359/2016

On the balance of probabilities the court preferred the evidence of the Mother, AYP and APC over that of AWC and the Company; contemporaneous accounting records, cheque payments and witness evidence established that the Company owed the Mother HK$1,660,000 and AYP HK$2,668,109.38 and that AWC personally undertook/guaranteed repayment by his cheques; the Company's claim against APC was defeated by the proved cheque discounting arrangement and Set-off Agreement and the Company’s repayment of the mortgage as set-off.
15 Jan 2021

CHEUNG SIU LIN v. SHUN SENG HOP YICK KNITTING FACTORY LTD AND ANOTHER

Citation

[2021] HKCFI 120
Court

Court of First Instance
Case number

HCA2565/2014

On the balance of probabilities the court preferred the evidence and contemporaneous accounting records of the Mother, AYP and APC over the denials of the Company and AWC; the unpresented cheques, accounting records and bank evidence established loans from the Mother and AYP to the Company and AWC's personal undertaking to repay, and the cheque discounting arrangement and set-off meant the Company's claim against APC failed; judgment therefore entered for the Mother and AYP against the Company and AWC and the Company's claim dismissed.
26 Jul 2019

DELCO PARTICIPATION B.V. v. CHIHO TIANDE GROUP LTD AND ANOTHER

Citation

[2019] HKCFI 1852
Court

Court of First Instance
Case number

HCA3040/2015

The court granted the third party discovery because the documents sought were relevant and necessary for the fair disposal of the action, were not in the plaintiff's possession and could not be obtained from the defendants, the respondent did not establish that compliance would be oppressive, and confidentiality concerns did not outweigh the need for disclosure; accordingly discovery was ordered and the plaintiff was to pay the respondent's costs of the summons.