Hong Kong Case Law: Decisions & Judgments

Topic

Takeovers code

Legal area

Court

7 Jun 2024

NEW SPARKLE ROLL INTERNATIONAL GROUP LTD AND ANOTHER v. SZE CHING LAU AND ANOTHER

Citation

[2024] HKCA 524
Court

Court of Appeal
Case number

CAMP35/2024

Given the apparent lack of merits of the plaintiffs' application for the mandatory injunction in §1 and the significance of the Takeovers Code and SFC powers which the judge had not properly considered, the Court of Appeal declined to award the plaintiffs costs of the ex parte application, awarded the 1st defendant party and party costs of the inter partes application and of the present costs application, and directed that all awarded costs be assessed by the taxing master rather than summarily by the court.
15 Apr 2024

NEW SPARKLE ROLL INTERNATIONAL GROUP LTD AND ANOTHER v. SZE CHING LAU AND ANOTHER

Citation

[2024] HKCA 336
Court

Court of Appeal
Case number

CAMP35/2024

Leave to appeal was granted and fresh evidence admitted because the appeal had a reasonable prospect of success and the Ladd v Marshall criteria were met; the judge below proceeded on an erroneous understanding that the defendant had elected not to file evidence, resulting in procedural unfairness that materially affected her assessment of merits and balance of convenience; on rehearing the Court of Appeal exercised the discretion afresh and refused to grant the mandatory interlocutory injunction because the plaintiffs had not shown the requisite strength of their case and adequate alternativ…
4 Oct 2017

TELEVISION BROADCASTS LTD v. THE TAKEOVERS AND MERGERS AND ANOTHER

Citation

TELEVISION BROADCASTS LTD v. THE TAKEOVERS AND MERGERS AND ANOTHER
Court

Court of First Instance
Case number

HCAL250/2017

The Panel's Majority Vote Condition, by requiring a recount of votes on the Offer without applying the statutory scale-back, in substance put the whitewash waiver to a shareholder determination at the EGM and thus engaged s19 Schedule 1 of the Broadcasting Ordinance; because s19 operates notwithstanding other law, the Panel misconstrued and attempted to disapply the statutory provision, acted ultra vires and its Ruling must be quashed; the decision on the waiver is remitted to the Executive subject to the statutory scale-back rules.
19 Jan 2017

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

Citation

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

Court of First Instance
Case number

HCA2880/2015

The court held that each of the nine classes of documents sought met the relevance threshold under the Peruvian Guano test (with class-based consideration) and that disclosure from the Regulators was necessary for the fair disposal of the action; statutory secrecy under the SFO required a court order, which was granted subject to narrowing of class 8, with costs to the Regulators and costs of the application reserved between the parties.
27 Nov 2015

ZHI CHARLES v. KIM YOUNG JUN AND OTHERS

Citation

ZHI CHARLES v. KIM YOUNG JUN AND OTHERS
Court

Court of First Instance
Case number

HCA2494/2015

The summons was dismissed because the plaintiff failed to demonstrate irreparable or uncompensatable harm or that final relief would be rendered nugatory by publication of the interim results; the matters sought to be restrained concerned internal management of a listed company which the Court will not ordinarily intervene in, and there were competing statutory and public interests (Companies Ordinance/Listing Rules and SFC jurisdiction) favouring refusal of the injunction.
24 Sept 2007

RE EDMUND JAMES LAWSON QC

Citation

RE EDMUND JAMES LAWSON QC
Court

Court of First Instance
Case number

HCMP1722/2007

The applicant was admitted because the court found the case presented unusual factual and legal complexity and required specialist takeovers expertise, the local pool of leading counsel with relevant experience was necessarily small, and the applicant would add a significant dimension to the case; these facts justified admission despite limited affidavit detail about attempts to instruct local counsel.
20 Jul 2005

CHEUNG YIU WING v. CELESTIAL ASIA SECURITIES HOLIDINGS LTD

Citation

CHEUNG YIU WING v. CELESTIAL ASIA SECURITIES HOLIDINGS LTD
Court

Court of First Instance
Case number

HCA609/2000

No binding sale agreement was proved to have been concluded on the alleged terms on 10 January 2000; contemporaneous statements, inconsistencies in plaintiff's evidence and commercial improbabilities establish that discussions concerned a placement not a sale to CASH; even if an agreement had existed plaintiff failed to show Mr Kwan acted for CASH; claim dismissed.
24 Aug 1994

CHENG KAI MAN WILLIAM v. THE PANEL ON TAKEOVERS AND MERGERS and Another

Citation

CHENG KAI MAN WILLIAM v. THE PANEL ON TAKEOVERS AND MERGERS and Another
Court

Court of Appeal
Case number

CACV61/1994

A reasonable observer, looking at Mr Clark's accusatory 9 April 1991 letter and his later commercial connection via Anglo‑Chinese, would conclude there was a real danger of bias (including risk of unconscious bias); accordingly Mr Clark should not have sat on the Committee or Panel and the Panel's decisions must be quashed.
24 Aug 1994

CHENG KAI MAN WILLIAM v. THE PANEL ON TAKEOVERS AND MERGERS and Another

Citation

CHENG KAI MAN WILLIAM v. THE PANEL ON TAKEOVERS AND MERGERS and Another
Court

Court of Appeal
Case number

CACV16/1994

Appeal allowed: a reasonable observer, applying the Gough test, would conclude there was a real danger that Mr Clark might unconsciously be biased by his earlier accusatory letter and that the Anglo-Chinese mandate added weight to that risk; accordingly Mr Clark should not have sat and the Panel's decisions and associated sanctions were quashed by certiorari.