Hong Kong Case Law: Decisions & Judgments

Topic

Shareholder voting rights

Legal area

Court

27 Aug 2020

WEALTHY ACHIEVERS LTD v. LUI HON CHING AND OTHERS

Citation

[2020] HKCFI 2203
Court

Court of First Instance
Case number

HCA840/2020

The summons seeking mandatory interim-interim relief was dismissed because, despite arguable merits, the plaintiff failed to provide an adequate explanation for significant delay and gave insufficient notice to defendants and the court; the intrusive nature of the requested relief required a fuller adversarial hearing and proper time for the court to consider evidence and legal principles, so only unopposed joinder of Oriental and leave to amend the writ were granted.
30 Jul 2020

CHOW LILY v. CHOW WAI WAI VIOLET AND OTHERS

Citation

[2020] HKCFI 1792
Court

Court of First Instance
Case number

HCAP22/2019

The applicant failed to prove necessity or expediency for appointing APLs: there was insufficient concrete evidence of risk of dissipation of the Chevalier Shares or other estate assets, undertakings by defendants adequately protected the assets pending litigation, and altering shareholder control or board composition of a listed company was not justified; therefore the APL application was dismissed and costs awarded against the applicant.
4 Mar 2020

KWOK HIU KWAN v. JOHNNY CHEN AND OTHERS

Citation

[2020] HKCFI 324
Court

Court of First Instance
Case number

HCMP41/2018

Article 74 of the articles gives the chairman a contractual function whose decision at the meeting is final and conclusive and may only be set aside if the chairman acted in bad faith; Article 74 is not subject to an implied qualification permitting review for manifest unreasonableness in the absence of necessity to imply such a term; on the evidence the plaintiff failed to prove bad faith and the originating summons is dismissed; certain without prejudice materials are privileged and struck out.
9 Jul 2019

RE DA YU FINANCIAL HOLDINGS LTD (formerly known as China Agrotech Holdings Limited) (In Liquidation)

Citation

[2019] HKCFI 1730
Court

Court of First Instance
Case number

HCMP2196/2018

The judge adjourned the petition and stay application because the exclusion of Perfect Gate's votes raised a live contested issue touching the bona fides of a liquidator whose firm has a close connection to the judge, making it undesirable for the judge to adjudicate; proper resolution requires further evidence, submissions and coordination with parallel Cayman proceedings.
19 Jul 2018

CHINA SHANSHUI CEMENT GROUP LTD AND OTHERS v. ZHANG CAIKUI AND OTHERS

Citation

[2018] HKCA 409
Court

Court of Appeal
Case number

CAMP58/2018

Leave to appeal was refused because plaintiffs failed to show sufficiently cogent reasons to interfere with shareholders' voting rights; the first-instance judge’s provisional evaluative assessment of the merits in the urgent interim interim context was not plainly wrong; given the short lifespan and high discretion in interim interim relief, the Court would not disturb the judge’s decision and plaintiffs had alternative routes to raise issues at the substantive receivership hearing.
3 May 2018

CHINA SHANSHUI CEMENT GROUP LTD AND OTHERS v. ZHANG CAIKUI AND OTHERS

Citation

[2018] HKCFI 973
Court

Court of First Instance
Case number

HCA2880/2015

The court refused the interim 'interim interim' relief because plaintiffs failed to establish a real prospect of success that D1 had breached the Mareva Order or posed a serious risk of doing so: the Debtwire report was unreliable hearsay; counsel's remarks did not establish purchases that would breach the injunction; documentary evidence and prior findings supported D1's assertion that only c.13.19% of the registered 36.11% were beneficially owned by him and trust-held shares are outside the Mareva scope; the sale of c.3.8% did not, on the evidence, diminish D1's unencumbered assets below th…
31 Jan 2018

張才奎所託管中國山水投資有限公司股份相關員工 AND OTHERS v. 張才奎 AND ANOTHER

Citation

[2018] HKCFI 194
Court

Court of First Instance
Case number

HCA1766/2014

The receivership was discharged insofar as necessary because there had been a highly material change of circumstances and non‑disclosure of material facts: a large majority of plaintiffs had contracted to sell and been paid for their beneficial interests (thereby removing the primary beneficiaries the receivership was meant to protect), the purchase funds originated from an interested party (Tianrui), and material facts were not disclosed to the court when critical directions were given; accordingly the original justification for the receivership no longer existed and the court should dischar…
31 Jan 2018

張才奎所託管中國山水投資有限公司股份相關員工 AND OTHERS v. 張才奎 AND ANOTHER

Citation

[2018] HKCFI 194
Court

Court of First Instance
Case number

HCA1661/2014

The receivership was discharged because there had been a highly material change and undisclosed facts undermining the premises for appointment: a large majority of the plaintiffs had executed SPAs and been paid (thus lacked real interest), substantial funds originated from the rival shareholder (Tianrui) and material facts were not placed before the court when directions were previously granted; those facts justified discharge of the interim receivership and refusal to grant the replacement or alternative orders sought by applicants.
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.
20 Feb 2017

張才奎所託管中國山水投資有限公司股份 AND ANOTHER v. 張才奎 AND ANOTHER

Citation

張才奎所託管中國山水投資有限公司股份 AND ANOTHER v. 張才奎 AND ANOTHER
Court

Court of First Instance
Case number

HCA623/2015

Because material indicated both the 1st defendant and prima facie a large number of the plaintiffs opposed the proposed placement, and because receivers must preserve the subject matter of litigation and take into account the parties' positions, the court directed the receivers to seek a four‑week adjournment of the CSCG EGM and, if adjournment could not be obtained, to vote against the resolutions.