Hong Kong Case Law: Decisions & Judgments

Topic

Voting rights

Legal area

Court

19 May 2023

POON KA MAN JASON v. CHENG WAI TAO AND OTHERS

Citation

[2023] HKCA 676
Court

Court of Appeal
Case number

CACV55/2023

The Court of Appeal allowed the appeals: it held that on the facts the Share Transfers were validly registered and the votes of Mak and Wong should not be excluded; Order 22 is framed for the named plaintiff and does not permit the company-defendant to be treated as the plaintiff for automatic acceptance of a sanctioned payment, but the court has jurisdiction under Order 22A to order payment out of the sanctioned payment to the company where justice and the circumstances so require; accordingly the court ordered the $40,000,000 standing in court to be paid out to the Company in full and final…
24 Nov 2021

RE HSIN CHONG CONSTRUCTION CO LTD

Citation

[2021] HKCFI 3451
Court

Court of First Instance
Case number

HCCW239/2018

Insolvency set-off operates to establish a net provable balance and, because the company's cross-claim was unascertained at the commencement of the winding up, WKCD had no ascertained provable debt for voting under Rule 125; accordingly the chairman correctly admitted the proof for HK$1 and WKCD's summons is dismissed.
1 Jun 2021

NATURAL SEASONING INTERNATIONAL (HK) LTD (formerly known as CHINA SEASONING INTERNATIONAL (HK) LTD) v. KEY SHINE GLOBAL HOLDINGS LTD AND OTHERS

Citation

[2021] HKCFI 1535
Court

Court of First Instance
Case number

HCA2262/2019

The court found that on the face of the Side Letters and the Charge Natural Seasoning had contractual rights to direct voting of the Charged Shares upon an Event of Default; given Natural Seasoning's articulated legitimate concerns and the absence of evidence from the board justifying the immediate grant of the Proposed Mandate Resolutions, the balance of convenience justified a limited interlocutory injunction ordering Key Shine to instruct the nominee and to exercise the voting rights attached to the Charged Shares to vote against resolutions 6,7 and 8, but did not justify an order requirin…
24 Nov 2020

KWOK HIU KWAN v. JOHNNY CHEN AND OTHERS

Citation

[2020] HKCA 972
Court

Court of Appeal
Case number

CACV202/2019

Article 74 must be given effect: the chairman's decision whether votes should be counted at a particular meeting is final and conclusive and is not subject to being set aside for Wednesbury unreasonableness; an implied qualification allowing review for mere unreasonableness is neither necessary nor obvious; the appropriate and limited ground for judicial intervention is bad faith or exercise of the power knowingly for an improper purpose.
13 Nov 2020

KWOK HIU KWAN v. CONVOY GLOBAL HOLDINGS LTD

Citation

[2020] HKCFI 2874
Court

Court of First Instance
Case number

HCMP1578/2020

The application for a quia timet injunction was dismissed: Article 74 of the company's Articles empowers the chairman to decide objections at the meeting and that decision is, pending appeal, final and conclusive except in cases of bad faith. The court will not grant pre-emptive final relief absent rare and compelling circumstances; the appropriate course is to await any actual decision at the EGM and challenge it thereafter if grounds exist.
23 Jul 2015

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

HCA939/2015

The court refused to give directions that would have the effect of imposing new directors or materially changing the composition of the board of the listed company at interlocutory stage because there were no special or overwhelming circumstances to justify such drastic intervention; receivers must act as caretakers preserving assets and their proposed Primary and Alternative Votes were not approved; split voting was refused because voting control is vested in CSI's board under its articles.
23 Jul 2015

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

At the interlocutory stage the court refused to grant directions that would have the practical effect of reconstituting the board of a listed company or to permit split voting: there were no special circumstances to justify such intrusive relief prior to trial, the factual bases were contested and untested, and the proposed changes risked triggering serious change-of-control and financing consequences without sufficient enforceable undertakings.
23 Jul 2015

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

HCA2191/2014

The court refused to give directions that would have the practical effect of reconstituting the board or dictating voting at the EGM because there were no special circumstances to justify disturbing the management of a listed company at interlocutory stage; the receivers must act within their remit to preserve the trust assets and not undertake management decisions amounting to a change of control pending final adjudication.
14 Jul 2015

張才奎所託管中國山水投資有限公司股份及另一人 v. 張才奎及另一人

Citation

張才奎所託管中國山水投資有限公司股份及另一人 v. 張才奎及另一人
Court

Court of First Instance
Case number

HCA939/2015

Direction 1 was dismissed because paragraph 18 of the earlier receivership order already preserves the status quo regarding board composition; the receivers are independent and must assess how to vote or apply for directions if necessary, and D1's proactive summons was premature, obstructive and wasted costs.
6 Oct 2010

SINO RESOURCES GROUP LTD v. HUNG CHEN RICHAEL AND OTHERS

Citation

SINO RESOURCES GROUP LTD v. HUNG CHEN RICHAEL AND OTHERS
Court

Court of Appeal
Case number

CACV201/2010

The appeal was dismissed because, although the imminent AGMs could constitute a relevant event, the plaintiff established a good arguable case that the WG Agreement may be rescinded for misrepresentation such that the shares issued to Hung may not confer voting rights; therefore continuing the injunction to restrain voting was justified and there was no material change of circumstances warranting variation.