China Shanshui Cement Group Ltd and Others v. Zhang Caikui and Others

Read the full judgment text of HCA 2880/2015 on BabelCite. This High Court CFI judgment was delivered on 3 May 2018.

1. There are before the Court 6 applications:

Cited by 2 cases · Cites 7 cases

Case No.HCA 2880/2015[2018] HKCFI 973
Court
High Court CFI
Date03 May 2018
Judge
Case Document
100%Judiciary

HCA 2880/2015

[2018] HKCFI 973

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 2880 OF 2015

____________

BETWEEN    
  CHINA SHANSHUI CEMENT GROUP LIMITED (中國山水水泥集團有限公司) 1st Plaintiff
  CHINA SHANSHUI CEMENT GROUP (HONG KONG) COMPANY LIMITED (中國山水水泥集團(香港)有限公司) 2nd Plaintiff
  CHINA PIONEER CEMENT (HONG KONG) COMPANY LIMITED 3rd Plaintiff
  SHANDONG SHANSHUI CEMENT GROUP COMPANY LIMITED
(山東山水水泥集團有限公司)
4th Plaintiff

and

  ZHANG CAIKUI (張才奎) 1st Defendant
  ZHANG BIN (張斌) 2nd Defendant
  LI CHEUNG HUNG (李長虹) 3rd Defendant
  CHANG ZHANGLI (常張利) 4th Defendant
  WU LING-LING (also known as DORIS WU) (吳玲綾) 5th Defendant
  LEE KUAN-CHUN (also known as  
  CHAMPION LEE) (李冠軍) 6th Defendant
  ZENG XUEMIN (曾學敏) 7th Defendant
  SHEN BING (沈平) 8th Defendant
  CHINA NATIONAL BUILDING MATERIALS COMPANY LIMITED 9th Defendant
  (中國建材股份有限公司)  
  ASIA CEMENT CORPORATION 10th Defendant
  (亞洲水泥股份有限公司)  

____________

Before: Deputy High Court Judge Keith Yeung SC in Chambers
Date of Hearing: 27 and 30 April 2018
Date of Decision: 3 May 2018

______________

D E C I S I O N

______________

The applications

1.There are before the Court 6 applications:

(a) By summons dated 27 March 2018 (“the Receivership Application”), the 1st and 4th Plaintiffs (“CSC” and “Shandong Shanshui”, respectively, and together “Ps”) seek an order appointing Mr. John Lees and Mr. Mat Ng of JLA Asia Ltd as interim receivers and managers of 361,096 shares registered in the name of the 1st Defendant (“D1”) in China Shanshui Investment Company Limited (“CSI”).  CSI is currently not a party to these proceedings;

(b) On 3 April 2018, Ps took out another summons (“the Requisition Injunction Application”) for an “interim interim” injunction against D1, that pending hearing and determination of the Receivership Application or until further order:-

“[D1] be restrained, whether by himself, his servant, agents or otherwise howsoever, from (i) requisitioning and/or (ii) taking any further steps in relation to any prior requisition or call for any meeting pursuant to Article 57 of the Articles of Association of CSI and/or Sections 566 to 568 of the Companies Ordinance…for the appointment and/or removal of directors of CSI”.

(c) On 24 April 2018, less than 3 clear days before the hearing, Ps took out another summons (“the EGM Injunction Application”) for another “interim interim” injunction against CSI, that:-

“1. CSI be joined as a defendant in these proceedings;

2. Pending the hearing and determination of [the Receivership Application] or until further order, CSI: (i) be restrained, whether by itself, its servants, agents or otherwise howsoever, from holding the extraordinary general meeting (“EGM”) called and convened in respect of [D1’s] request dated 20 March 2018 pursuant to sections 567 and 568 of the Companies Ordinance (Cap. 622) whether on 8 May 2018 or thereafter or (ii) be directed to adjourn the EGM until a date to be specified by the court.”

(d) Then on 25 and 26 April 2018, three more summonses were filed, two by Ps and one by D1, seeking leave to fill further evidence in support or opposition of the applications.

The 3 summonses for additional evidence

2.The three summonses were taken out so as to comply with the directions on the filing of evidence I gave on 25 and 26 April 2018.  Having considered parties’ submissions, I allowed all three summonses.  The two taken out by Ps were not objected to by Mr. Jean-Paul Wou, who together with Mr. Patrick Siu appeared for D1.  The one taken out by D1 was objected to by Mr. Victor Joffe, who together with Ms. Rachel Lam and Mr. David Chen appeared for Ps.  The objections were mainly based upon the lateness of the application. I allowed the application having regard to how the issues which the further evidence sought to address arose (see paragraphs 51 to 53 below), and the tight time in which D1 (as the Respondent) was required to identify those issues and to adduce evidence in preparation of this hearing. 

Background leading to this and some related actions

3.I set out below a chronological summary of the relevant background leading to this and some other related actions.  The information is gleaned from the evidence placed before me and various relevant previous rulings and judgments which the Courts have handed down.  I emphasize that this is only a quick recount of the parties and some of the multiple legal actions between them in order to assist in the understanding of this judgment.  The full background is much more complicated than this. 

4.CSC, P1 herein, is a company incorporated in the Cayman Islands.  It holds a group of subsidiaries (“the CSC Group”).  P2 to P4 herein are 3 of such subsidiaries.  CSC’s shares have been listed for trading on the main board of the Stock Exchange of Hong Kong.  Trading of those shares has however been suspended since 16 April 2015.

5.CSC has a number of substantial shareholders.  They are CSI, (holding 25.09%), Tianrui (International) Holding Company Ltd (“Tianrui”, holding 28.16%), the 9th Defendant herein (“D9”, holding 16.67%) and the 10th Defendant herein (“D10”, holding 26.72%).

6.The fight for the control of CSC, and through it the CSC Group, has been a theme that runs through this and a number of other related actions.  Given the shareholding by CSI in CSC as set out above, the fight for the control of CSC has spilt over to a fight over the control of CSI.

7.D1 (and his son, D2 herein) used to be in the board of directors of CSI.  That was until 20 November 2015 when they were voted out of the board in a general meeting of CSI. 

8.The shareholding in CSI varied over the years.  In January 2011, upon the transfer to D1 by Li Yanmin of the 16.19% previously registered in his name, D1 became the registered shareholder of 81.74% of the shareholding in CSI.  Those shares were held for himself and on trust for a group of about 3,900 employees who participated in an Employees Stock Ownership Scheme which a Mainland company called Jinan Shanshui Group Limited started to promote for its employees back in about 2000.  The nature of the interests of some of those beneficial owners was however in dispute, as we shall see.

9.Starting from about late 2014, those disputes escalated into 7 High Court Actions.  They were (HCA 1661, 1766, 2191/2014, & HCA 623, 939, 1564/2015 (Consolidated) and HCA 1282/2017 (“the Trust Actions”). There were some 2631 plaintiffs (“Employee Plaintiffs”).  They contended that they were absolute beneficial and equitable owners of shares in 456,325 CSI shares (representing 45.6325% of its issued share capital).  In contrast, D1 contended that the plaintiffs were not beneficial owners but merely members of the class of beneficiaries under two discretionary trusts on which the shares were settled.

10.On 20 May 2015, G Lam J ordered the appointment of 3 receivers (namely Stephen Liu, David Yen and Koo Chi Sum, (“the EY Receivers”)) over the shares that were the subject matter of 5 of the consolidated Trust Actions.  On 14 July 2015, Au-Yeung J appointed receivers over another parcel of shares under the Trust Actions.  Together, the entirety of the 456,325 shares in dispute became registered in the name of the EY Receivers.  One aspect of the appointment should be noted.  Both G Lam J and Au-Yeung J directed the EY Receivers not to seek to alter the composition of the board of directors of CSC without obtaining further directions of the Court.

11.Upon the appointment of the EY Receivers, the registered shareholding of CSI became as follows:-

 

Shareholder
 

Shareholding
 
1.Receivers in Trust Actions
45.63%
2.D1
36.11%
3Yu Yuchuan
4.35%
4Zhao Liping
3.05%
5Mi Jingtian
1.56%
6Li Maohuan
1.53%
7.Dong Chengtian
4.18%
8.Zhao Yongkui
2.77%
9.Wang Yongping
0.82%
 
Total
100.00%

12.In early July 2015, the EY Receivers had themselves appointed to the board of CSI.  In addition, on 12 August 2015, 2 person nominated by them, Chong Cha Hwa (“Chong”) and Hwa Guo Wai (“Hwa”), were also appointed as directors of CSI.  Together they became the majority of the CSI board.

13.The evidence suggests that shortly after the appointment of the EY Receivers, and unbeknown to the Courts until a much later stage, negotiations were started for the sale by a large number of the Employee Plaintiffs of their interests in the CSI shares.  Sales and purchase agreements were subsequently signed in August 2015, and payments (in some cases partial, and in other full) effected.  A complex financial scheme was put in place to finance the purchases.  Who the ultimate financier was remains to be established.  The evidence suggests that Tianrui and a person called Chen Hongqing (“Chen HQ”) were involved.  I will come back to these aspects of the case below.

14.On 16 October 2015, the EY Receivers obtained from Deputy Judge Seagroatt a direction that they be free to vote at any board meeting of CSI in a manner including causing changes to the composition of CSC’s board, and to accept any offer of appointment as directors of CSC.

15.As has been mentioned above, on 20 November 2015, D1 and D2 were voted out of the board in a general meeting of CSI.

16.During an EGM of CSC held on 1 December 2015, CSI and Tianrui voted to replace the entire board of directors of CSC.  Stephen Liu (one of the Receivers), and Chong and Hwa, as well as certain persons nominated by Tianrui were appointed to the board.

17.Under the new board, CSC started the present action (HCA 2880/2015).  The defendants were its former directors on the old board prior to 1 December 2015 (including D1 and D2), and D9 and D10, who were, as mentioned above, two substantial shareholders of CSC.  The Writ was issued on 4 December 2015.  The Statement of Claim was originally dated 24 December 2015, amended and refiled on 7 April 2016, and subsequently further re-amended and re-refiled on 29 May 2017.    The causes of action include breaches of fiduciary duties and conspiracies to injure the plaintiffs.  Damages and equitable compensation in excess of RMB 1.3 billion are sought against inter alia D1.  The defence of D1 and D2 was filed on 18 September 2017.  Reply was filed on 30 October 2017. The action is on-going.

18.On 24 December 2015, under the present action, the Plaintiffs obtained from Lok J against the Defendants variably proprietary injunctions, disclosure orders and an Anton Pillar Order.

19.On 21 June 2016, the Plaintiffs herein caused an Originating Summons (HCMP 1574/2016) to be issued and commenced contempt proceedings against D1 and D2 for their alleged breaches of inter alia the Order made by Lok J.  I jump slightly ahead in time here.  The hearing of the contempt proceedings took place on 28-19 September and 15 November 2017.  By her judgment handed down on 28 February 2018, Au-Yeung J found D1 and D2 to be in contempt.  Sentencing is due to take place on 23 May 2018.

20.On 4 November 2016, under the present action, the Plaintiffs obtained from Au-Yeung J an ex parte worldwide Mareva injunction (“the Worldwide Mareva Injunction”) against D1 and D2 up to the restrained sum of HK$411 million.   

21.The Plaintiffs’ inter parte summons to continue the Worldwide Mareva Injunction came before G Lam J on 7 June 2017.  Also before G Lam J that day was D1’s application for discharge, and alternatively variation of the same.  By his Judgment dated 18 July 2017, G Lam J discharged the Worldwide Mareva Injunction, but granted afresh a domestic Mareva Injunction (“the Mareva Order”) up to the reduced restraint amount of HK$191 million. 

22.The exact terms of the Mareva Order are important for our present purpose.  I reproduce the most relevant parts as follows:-

“A. RESTRICT ON DISPOSAL OF ASSETS

(1) The 1st Defendant must not:-

(a) remove from Hong Kong any of his assets which are within Hong Kong whether in his own name or not, and whether solely or jointly owned, up to the value of HK$191 million…(the “Restraint Sum”) or

(b) in any way dispose or deal with or diminish the value of any of his assets, which are within Hong Kong, whether in his own name or not, and whether solely or jointly owned up to the value of the Restraint Sum. This prohibition includes the following assets in particular:

(i) the shares in [CSI] that are held in the name of [D1]; and

(ii) …”

In the course of the present hearing, Mr. Joffe accepts that the Mareva Order does not catch any CSI shares that, though registered in D1’s name, are held by him on trusts for the Employee Plaintiffs or Employee Beneficiaries (the latter term as defined below).

23.Two further aspects of that hearing before G Lam J are relevant and should be noted:-

(a) Percentage of shares in CSI held by D1 beneficially:

(i) As has been explained above, as at about January 2011, 81.74% of CSI shares were registered in D1’s name.

(ii) Subsequently, 456,325 shares (rounded off to 45.63%) amongst those 81.74% became the subject matter in the Trust Action, and became registered in the name of the EY Receivers.  That left the balance of 36.11% (81.74% - 45.63%) which remained registered in D1’s name;

(iii) During the hearing before G Lam J on 7 June 2016, there was no dispute between the parties that amongst those 36.11%, only 131,851 shares (equivalent and rounded off to 13.19% ) were held by him beneficially.   The balance of 22.92% were held by him on trust for some other employee beneficiaries who were not Plaintiffs in the Trust Actions (“Employee Beneficiaries”).  Upon my request, the submissions made on behalf of the parties to G Lam J during that hearing were retrieved.  Mr. Wou took me through them.  The position summarized above was indeed that of D1.  That was not disputed by Ps (represented by Leading Counsel).  The absence of any dispute in this regard was recorded by G Lam J at paragraph 29 of his Ruling dated 18 July 2017.

(b) D1’s application for variations allowed:

One aspect of D1’s application for variation concerned the voting rights of those CSI shares that were registered in his name.  Specifically, D1 sought an order that he be allowed to exercise those rights.  This application of his was allowed.  The relevant parts of G Lam J’s Ruling are as follows:

48. There are two aspects to the Variation Summons, namely, (i)… and (ii) to allow [D1] to exercise the voting rights of the shares in CSI registered in his name…

49.  As to (ii), the application is to vary the wording of the exception to the injunction (as set out in para (2) in section D of the Mareva Order) so as to make clear that it does not prevent [D1] from exercising the voting rights of the shares in CSI registered in his name. Previously, at a general meeting of CSI in February 2017 chaired by one of the Receivers, they had in reliance on the Mareva Order refused to recognise [D1’s] vote of his shares in CSI on the ground that it might diminish the value of his assets.  That was controversial because voting one’s shares at a general meeting is unlikely in the ordinary course of events to diminish the value of those shares, although in an extreme case it may: see eg Standard Chartered Bank v Walker [1992] 1 WLR 561, 566A‑D; Sunlink International Holdings Ltd v Wong Shu Wing [2010] 5 HKLRD 653, §§17–19.

50.  In this context, it should be noted that the terms of a Mareva injunction have to be restrictively construed; if it is considered that a certain act, which is not clearly within the prohibition, is to be enjoined, a new order should be made rather than an expansive interpretation adopted for the existing order: JSC BTA Bank v Ablyazov (No 10) [2015] 1 WLR 4754, §§17–19.

51.  The Mareva Order states that the 1st defendant must not:

“in any way dispose of or deal with or diminish the value of any of his assets … This prohibition includes the following Hong Kong assets in particular:

(i) the shares in China Shanshui Investment Co Ltd held in the name of the 1st Defendant …”

The exception in para D(2), which is in standard form, states at present:

“This Order does not prohibit either the 1st Defendant or the 2nd Defendant from dealing with or disposing of any of his assets in the ordinary and proper course of business.”

52.  Although the plaintiffs opposed the Variation Summons in correspondence, Mr Barlow did not raise much opposition at the hearing.  I think that the wording should be clarified by adding at the end of exception D(2):

“including the 1st Defendant’s exercise of any voting rights attached to the shares in China Shanshui Investment Co Ltd registered in his name”.”

24.In the meantime, Chen HQ on 25 April 2017 commenced HCMP 962/2017 against 4 minority shareholders of CSI (namely Yu Yuchuan, Zhao Liping, Mi Jingtian and Li Maohuan, (shareholders 3-6 set out in the table at paragraph 11 above)).  Together, they held 10.49% of CSI shares.  The exact cause of action is not relevant here, which related to the financial arrangements for the purchases of CSI shares from some of the Employee Plaintiffs back in August 2015.  Chen HQ sought an order that receivers be appointed over those 10.49% of shares.  By her Decision dated 27 June 2017, M Chan J allowed the application and ordered receivers be appointed (“the HCMP 962 Receivers”).  

25.Upon the appointment of the HCMP 962 Receivers, the shareholding in CSI became:

  ShareholderShareholding
1.Receivers in Trust Actions45.63%
2.D136.11%
3.HCMP 962 Receivers10.49%
4.Dong Chengtian4.18%
5.Zhao Yongkui2.77%
6.Wang Yongping0.82%
 Total100.00%

26.The trial of the Trust Actions took place between 28 November and 8 December 2017.  On 31 January 2018, G Lam J handed down his Judgment.  He granted a declaration that D1 held 456,325 shares of and in CSI on trust for the Employee Plaintiffs individually in the proportion set out in the schedules to the statement of claim.  He further ordered that the EY Receivers do take steps forthwith to transfer the 456,325 shares to the Employee Plaintiffs or to persons nominated by them.

27.On the same day, G Lam J handed down also his ruling on the application made earlier by D1 to discharge the EY Receivers (heard by G Lam J on 11 and 12 July 2017).  His Lordship considered the developments and change of circumstances since the appointment.  He further considered certain revelations in the evidence concerning the sale by no less than 2,142 of the Employee Plaintiffs of their interest in CSI shares that took place sometime in August 2015.  His Lordship observed and ruled at paragraphs 65 to 67 of his Ruling that:

“65. It has become quite apparent that the full picture was not presented by the plaintiffs (or anyone else who had knowledge) to Deputy Judge Seagroatt in the applications before him in September to November 2015, and in particular before he granted the Receivers on 16 October 2015 a direction permitting them to vote in CSI to cause a change in the composition of the CSCG board and to become directors of CSCG themselves. Specifically, it is plain that his Lordship was not informed and did not know that by then (i) 2,142 out of 2,631 plaintiffs had sold their interests and 2,090 of them had been paid 70% of the price; (ii) the selling plaintiffs had effectively agreed to allow the purchasers to take steps against [D1] in the selling plaintiffs’ name; (iii) the purchase money (approximately RMB700 million) they received had originated from Tianrui; (iv) the SPAs they signed were in a form drafted by KLG; and (v) KLG, the solicitors on record for the plaintiffs, were being funded by an undisclosed person said to be a friend of Tianrui’s chairman. In fact, as far as I am aware, none of this was disclosed to the court until February 2017 and then only because there was a rift within the plaintiffs’ camp which became divided into the KLG plaintiffs and the SH plaintiffs.

66. It is not for me to speculate whether Deputy Judge Seagroatt would have decided the various applications before him in the same way if he had known of these matters. Suffice it to say that I have no doubt they are material facts which should have been placed before the court. It is true that the hearings in question were not ex parte, but [D1] was not privy to these facts and could not be expected to be able to inform the court of them. Mr Wou has not gone through the affidavit evidence filed at the time with a fine tooth‑comb to identify any positive false statements made to the court. But by continuing to rely on the plaintiffs’ complaints that individual plaintiffs were being bullied and pressurised, and in refuting [D1’s] complaint that the plaintiffs and Tianrui (and possibly the Receivers) were acting in concert, without disclosing any of the above facts, I regret to have to say that the picture presented to the court by those using the names of the plaintiffs verged on the misleading.

67. Given all these developments and revelations in the evidence, if the actions had still had some way to go before a final determination, it seems to me the appropriate and proportionate response of the court would have been to discharge the appointment of the Receivers in any event.”

28.Before G Lam J handed down his judgment in the Trust Actions, perhaps in anticipation thereof, Chen HQ commenced High Court Action 2648 of 2017 (“HCA 2648/2017”) against 2265 of the Employee Plaintiffs in the Trust Action.  He sought, amongst other orders:

“A declaration that the Plaintiff is entitled, upon the pronouncement of judgment in favour of the Defendants or some of them (“the Successful Defendants”) in the Trust Action, to have the Shares and all title, rights and interests therein pertaining to the Successful Defendants, currently held by the Receivers, to be passed, assured, delivered and/or transferred to the Plaintiff instead of the Successful Defendants;”

and

“An order that each [sic] the Successful Defendants do instruct and confirm to the Receivers that, upon the pronouncement of judgment in their favour in the Trust Action, the Shares…shall forthwith be passed, assured, delivered and/or transferred to the Plaintiff or his nominee(s) instead of the Successful Defendants.”

29.On 8 February 2018, Chen HQ took out a summons under HCA 2648/2017 for the appointment of interim receivers over 369,002 shares in CSI which were until then registered in the name of the EY Receivers.  His case was that he was the one who financed the acquisition of SCI shares mentioned in paragraph 13 and 27 above, and had as a result acquired the interest in 369,002 CSI shares (out of the 456,325 shares covered by the Trust Action) from 2,263 of the Employee Plaintiffs.   The summons came before me for hearing on 15 February 2018.  It was, by consent of the parties, adjourned for substantive argument, with directions for the filing of evidence given by me.  One of the agreed terms of the order was as follows:

“All the Instruments of Transfer and Bought and Sold Note (if any) duly executed by [the EY Receivers] as former Receivers over the 369,002 shares in [CSI] held by them in such capacity (“the Shares”) relating to the 1st to 2263rd of the Defendants…together with the share certificates for the Shares…be deposited with the Registrar of the High Court by 28 February 2018, until the determination of the Summons or until further order.”

30.During that hearing before me on 15 February 2018, Jinan Industrial Development Investment Group Co., Ltd, (“Jinan Co”) through counsel (the “Counsel for Jinan Co”) applied to be joined as being interested in the proceedings.  I granted that application and Jinan Co was joined as the 2266th Defendant.  Ps now seek to rely on some of the submissions made on that occasion by the Counsel for Jinan Co to support Ps’ allegations that D1 has acted in breach of the Mareva Order.  I will come back to this below. 

31.On 20 March 2018, D1 issued a letter to the CSI board of directors and requisitioned the convening of an EGM.  He proposed resolutions to be passed for the removal of the existing board (which at that time included the three EY Receivers, and Chong and Hwa who they nominated into the board).  He also proposed certain persons to be appointed to the board in their places.

32.On 27 March 2018, Ps took out the summons for the Receivership Application.

33.On 28 March 2018, two of the EY Receivers (David Yen and Koo Chi Sum) resigned as CSI directors.  On 3 April 2018, Ps took out another summons for the “interim interim” Requisition Injunction.  On 13 April 2018, in reply to a letter from Ps’ legal advisers seeking a confirmation that the EGM requisitioned by D1 would not be held, the board of CSI said that “…the Board has the duty to call and convene the extraordinary general meeting in respect of [D1]’s request…and the extraordinary general meeting will be held on 8 May 2018.  As such, the Board is unable to accede to your request made in the Letter, unless the Court directs otherwise.”  On 24 April 2018 Ps took out another summons seeking CSI to be joined, and against CSI the further “interim interim” EGM Injunction.

The adjournment of the Receivership Application

34.Mr. Joffe said in his written submissions that “…the substantive Receivership Application involves multifarious issues of law and evidence which cannot possible be fully canvassed and dealt with within a one-day hearing”. He invited the Court to adjourn the substantive hearing of the same.  He however invited the Court to proceed to hear the more urgent applications for the Requisition Injunction and EGM Injunction.    Mr. Wou in his written submissions invited the Court to hear and dismiss all three applications. During the hearing, Mr. Wou however adopted a more neutral stance, and submitted that the decision would be that of the Court as being a case management issue.

35.The applications are not straightforward.  By the time of the hearing, upwards of 15 bundles of documents have been amassed and filed (12 bundles of court documents, affirmations and exhibits, and 3 bundles of submissions and authorities), with more than 3000 pages of documents. And as has been summarized above, the background leading to the applications is highly complicated.  In respect of this action only, a quick look at the Judiciary Website reveals that the parties have come before the Courts on multiple occasions resulting in 8 interlocutory rulings (between January 2016 and January 2018).  In parallel, the Trust Actions had been on-going, yielding 15 uploaded interlocutory rulings and one final judgment.  A number of the related judgments and interlocutory rulings would have to be considered as they are relevant to these applications.  HCA 2648/2017 commenced by Chen HQ, which is relevant to these applications, is also pending.  In the circumstances, having considered the parties’ stances, and having looked at the situation realistically, I saw no other option but to adjourn the Receivership Application and to make use of the available time and resources to deal with the more urgent Requisition Injunction and EGM Injunction Applications.   However, despite the adjournment, if the consideration of those two other applications requires me to make a preliminary assessment on the merits of the Receivership Application (or any aspect thereof), I will not shy away from doing so.  I made this clear to Mr. Joffe which I adjourned the Receivership Application.

Ps’ grounds for seeking interim and “interim interim” relief

36.I highlight two matters.  The first is that Ps’ three applications before the Court are not free-standing, but are sought by Ps “in aid of and ancillary to” the Mareva Order granted by G Lam J.  They hinge on the allegations that D1 has been acting in breach of the Mareva Order (or the existence of a serious risk thereof).  Ps’ case, as put forward by Mr. Joffe, runs as follows (paragraph 8 of his written submissions):-

“(1) [D1] is a known contemnor and wrongdoer…

(2) …[D1] has been made and is the subject of [the Mareva Order]…

(3) Two material recent developments have jeopardized the protection under the Mareva Order:

(a) First, it appears that [D1] has attempted to sell or has sold his CSI Shares, in contravention of the terms of the Mareva Order.

(b) Second, irrespective of whether he has sold his shares or not, [D1] has taken steps to remove the current board of directors of CSI and appoint 3 of his allies onto the board, in an obvious and coordinate attempt to seize control of CSI; the ultimate aim being to scupper the present proceedings. This course of action is directly contrary to suggestions made at a previous hearing before this very Court within HCA 2648/2017 (by Jinan Co, who has since admitted to purchasing shares from [D1] within the 36.11%), implying that [D1] would not play any further role in the business of CSI. [D1]’s proposed course of action will have the effect of diminishing the value of his shares, and thus is in contravention of the terms of the Mareva Order.

(4) In light of the above, Ps seek a receivership over the 36.11% CSI Shares in aid of and ancillary to the Mareva Order, and to better protect the CSI Shares.  Pending the substantive hearing of such application, Ps seek at the present hearing the 3 interim injunctions [namely restraining D1 from voting his CSI shares, from requisitioning or calling for the EGM in the prevailing circumstances, and restraining CSI from proceeding with the EGM requisitioned by D1] in order to hold the status quo.”

37.One important plank of Ps’s case is that because of the discharge of the EY Receivers as a result of G Lam J’s judgment in the Trust Actions, and further because of the interim Order made in HCA 2648/2017, up to 45.63% of CSI shares have been “crippled” and the voting rights which they carry cannot be exercised.  That, Mr. Joffe submits, gives rise to a “platform” by which, if the EGM requisitioned by D1 were allowed to proceed, skewed and unrepresentative voting would result.  However, even assuming the accuracy of this observation (which Mr. Wou disputes as, he submits, the EY Receivers could take steps to ascertain the wishes of the beneficial owners), Mr. Joffe accepts that the existence of this “platform” does not by itself justify the making of the various injunctions sought.  That is not the basis of Ps’ applications as put forward by Mr. Joffe.  The basis of Ps’ application flows from alleged breaches (or serious risk thereof) by D1 of the Mareva Order.

38.Another matter is that.  When G Lam J granted the Mareva Order, he at the same time granted D1’s application for variation and allowed D1 to exercise the voting rights in the CSI shares.  There has been no appeal from Ps in this regard.  Ps now in effect seek to reverse that variation.  Whether Ps can be permitted to do that would very much be dependent on whether they can establish the “two material recent developments” which Mr. Joffe sets out at paragraph 8(3) of his written submissions.

The applicable principles for interim relief

39.The principles for interim relief are well-settled.  As summarized by Mr. Joffe, “an applicant needs to show: (i) a serious question to be tried; (ii) damages are not an adequate remedy; and (iii) if there is doubt as to the adequacy of damages, that the balance of convenience lies in favor of granting the injunction.

40.There is however one question which calls for consideration.  In the context of these applications, and in the context of whether “there is a serious issue to be tried”, are Ps only required to show that there are serious issues to be tried in so far as the issues of the underlying disputes are concerned (as framed in the pleadings), or whether Ps are also required to show that there are serious issues to be tried as to whether D1 has been in breach of the Mareva Order (or the existence of a serious risk thereof)?  This question is of particular relevance here given the facts that the Mareva Order specifically permits D1 to vote, and that there has been no appeal by Ps in that regard,

41.Mr. Joffe referred me to Derby & Co Ltd v. Weldon [1990] 1 Ch. 48 where Parker L.J. warned against any attempt to persuade a court to resolve disputed questions of fact whether relating to the merits of the underlying claim in respect of which a Mareva is sought or relating to the elements of the Mareva jurisdiction such as that of dissipation. 

42.I take heed of that warning.  No attempt should be made to resolve disputed issues as to whether D1 has been in breach of the Mareva Order (or the existence of a serious risk thereof).  My consideration will be confined to whether serious issues to be tried in that regard have been shown.  This Court cannot avoid carrying out an assessment in that regard and to that extent.

43.On the tests to be applied when considering whether a serious issue to be tried has been shown, I refer to the principles summarized at paragraph 29/1/10 of the Hong Kong Civil Procedure 2018, that:

“…The prospects of the plaintiff’s success are to be investigated to a limited extent. All that has to be seen is whether he has prospects of success which, in substance and reality exists. Odds against success do not defeat him, unless that are so long that the plaintiff can have no expectation of success, but only a hope. If his prospects are so small that they lack substance and reality, then he fails; for he can point to no question to be tried which can be called “serious”, and no prospects of such success which can be called “real”.”

Whether D1 has attempted to sell or has sold his CSI Shares, in contravention of the terms of the Mareva Order

44.This is the first alleged recent development Mr. Joffe relies upon.  I consider it first.

45.Two separate issues are involved: (i) whether D1 has attempted to sell or has sold any of the CSI Shares registered in his name (i.e. the 36.11%); and if so (ii) whether he did so in contravention of the terms of the Mareva Order.

46.I consider the firstly issue (i) identified above.  In an endeavor to show that D1 has attempted to sell or has sold CSI shares, Ps relied on three main matters.  I deal with them in turn.

47.An article from Debtwire:-

(a) At paragraph 46 of his 12 affirmation filed in support of these applications, Mr. David Yen said as follows:-

“46.     …on 19 March 2018, Debtwire (a company that provides news, data and analysis on worldwide debt markets) published an article online titled “Jinan government believes it owns majority stake in Shanshui Cement swing shareholder” (the “Debtwire Article”).  The first paragraph of the Debtwire Article states “The Jinan municipal government believes that it now owns a majority stake in China Shanshui Investment (CSI), enabling it to change the balance of power over investee China Shanshui Cement, said two sources with knowledge of the matter.”

47. If the Debtwire Article is correct, in that the Jinan municipal government (the “Jinan Government”) now claims to own a majority stage in CSI, I verily believe that the Jinan Government must have attempted to purchase and/or has purchased CSI shares through Jinan Co, which is a state-owned enterprise.  None of the other purported purchasers of CSI shares such as Chen HQ and ACC have any connections with the Jinan Government.  Further, if the Jinan Government purports to have acquired a majority stake in CSI, I verily believe that the Jinan Government, through Jinan Co, must have attempted to purchase and/or has purchased a part or all of [D1’s] CSI shares, in direct contravention of the Mareva Order.”

(b) I note immediately that the identities of the “two sources with knowledge of the matter” have not been disclosed by Debtwire.  There is further no evidence that either Ps or Mr. Yen has taken any step to find out their identities.  Instead, it was the legal representatives of D1 who approached Debtwire by letter of 3 April 2018 and sought information on the identities of those sources.  No reply has however been given;

(c) I refer to paragraph 41/5/3 of Hong Kong Civil Procedure 2018, that “Second-hand hearsay evidence could also be introduced under [O.41, r.5] provided the chain of information was given”;

(d)  It is also important to note that the Debtwire Article talked about the belief of the Jinan municipal government.  Who within the government held that belief, and the basis of that person’s belief, are all unknown;

(e) As it is, the identities of the sources, how those sources got the information, who within the Jinan Government held that belief, and the basis of the belief, are all unknown;

(f) Mr. Joffe seeks to rely on the failure on the part of the Jinan Government to refute the Debtwire Article if it were untrue.  I refuse to draw any inference from the fact that Jinan Government did not reply to what was at best market rumours.

(g) Having considered the evidence carefully, I have decided to place no weight on the Debtwire Article, or any inference which Mr. Yen saw fit to draw therefrom.  In my view, they are multiple hearsay with no evidential basis whatsoever in support of their reliability.

48.The submissions by Counsel for Jinan Co:-

(a) In his written submissions, Mr. Joffe submits that “It is Ps’ understanding that at the hearing before this Court on 15.2.2018, Jinan Co’s own counsel stated before this Court that Jinan Co had purchased [D1’s] shares, with the implication being that [D1] would no longer be of concern insofar as the affairs of CSI were concerned”;

(b) So that the point could be clarified, I ordered the release of the recording of the hearing on 15 February 2018 to the parties.  From the transcript prepared therefrom, whilst Counsel for Jinan Co did at one stage submit to the Court that “…we have actually purchased [D1’s shares]…”, he later upon my request for clarifications said that “My Lord, apologies, not the entirety of the shareholdings.  I am just taking instructions right now.  I am sorry to interrupt.”  No further submission was made to the Court in that regard;

(c) Having considered the totality of what Counsel for Jinan Co said during that hearing, and having considered the terms of the Mareva Order (which I will say something more below), I find that what Counsel for Jinan Co submitted to me during that hearing does not advance Ps’ case in any way.

49.Evidence from Jinan Co:-

(a) For the purpose of these applications, Mr. Hou Jianguo of Jinan Co.  has filed an affirmation.  The most relevant parts are as follows:

“12. In any event, I can confirm that [Jinan Co] has not acquired any CSI shares beneficially owned by [D1] or entered into any agreement to do so.

21. As made clear in paragraph 12 above, [Jinan Co] has not purchased any shares beneficially owned by [D1].  If Counsel for [Jinan Co] did submit that [Jinan Co] had acquired shares registered in the name of [D1], what he should have clarified was that [Jinan Co] had acquired some 38,390 shares, representing around 3.8% of the shares in CSI, which were held by [D1] as trustee for the benefit of 170 [Employee Beneficiaries] and in which [D1] did not have any beneficial interest…”

(b) So, the evidence does suggest that Jinan Co has purchased from D1 3.8% of shares in CSI from D1.  Did that constitute any breach of the Mareva Order?

50.I now consider issue (ii) identified in paragraph 45 above:  did the sale by D1 of 3.8% shares in CSI constitute any breach of the Mareva Order.

51.The first sub-issue is what percentage of shares in CSI was held by D1 beneficially.  I have touched upon this issue in paragraph 23(a) above.  During the hearing before G Lam J on 7 June 2016, there was no dispute between the parties that amongst those 36.11% CSI shares registered in D1’s name, only 131,851 shares (equivalent and rounded off to 13.19% ) were held by him beneficially.   The balance of 22.92% were held by him on trust for some other employee beneficiaries who were not Plaintiffs in the Trust Actions.  The absence of any dispute in this regard was recorded by G Lam J at paragraph 29 of his Ruling dated 18 July 2017. 

52.Despite the above, Mr. Joffe now seeks to dispute that.  He points to a letter by Deacons dated 25 November 2016 sent in compliance with disclosure obligations under the Worldwide Mareva.  In that letter, the 36.11% was said to be D1’s assets.  In an attempt to make good his challenge, he further points to the circumstances in which Li Yanmin transferred his shares to D1, and the fact that none of the Employee Beneficiaries have stepped forward to confirm that they are indeed the beneficial owners.

53.In the light of the renewed challenge by Ps in this regard, D1 sought my leave to file his 6th Affirmation, which I have granted.  He confirms that whilst he is the registered holder of 36.11% in CSI shares, he only asserts beneficial interest in 13.19%.  He produces the relevant trust deed to prove the existence of the trust.  Mr. Wou has taken me through the Judgment of G Lam J in the Trust Actions.  The same trust deed was indeed produced before and referred to by his Lordship in that Action.

54.In the circumstances, bearing in mind the fact that the nature of D1’s interests in those 36.11% in CSI shares has till now not been disputed, and bearing in mind the documentary evidence adduced by D1, I find that Mr. Joffe’s challenge in this regard has no expectation of success.  It is relevant for me to record again here that in the course of the present hearing, Mr. Joffe accepts that the Mareva Order does not catch any CSI shares that, though registered in D1’s name, are held by him on trusts for the Employee Plaintiffs or Employee Beneficiaries.

55.There is another relevant sub-issue.  Even if I were wrong above, it should still be borne in mind that the Mareva Order also will not bite if the total unencumbered value of D1’s assets exceeds the restraint sum of HK$191 million.  I note the reasons why G Lam J discharged the Worldwide Mareva Injunction, which he explained at paragraphs 29 to 31 of his Ruling dated 18 July 2017, that:

“29. It is not in dispute that [D1] has 131,851 shares (equivalent to 13.19% of the share capital) in CSI (a company with a 25.09% shareholding in CSCG) registered in his name and beneficially owned by him, that these shares are located in Hong Kong, and that [D1] has in his affirmation offered an undertaking not to deal with or dispose of them in any way until further order.

30. The Zhangs have pointed to the fact that CSI, whose board they say is dominated by court-appointed receivers, has on 31 May 2017 invited the other substantial shareholders in CSCG, namely, ACC, CNBM and Tianrui, to make an offer to acquire all of its 847,908,316 shares in CSCG at HK$5.50 per share. On the basis of this price, Mr Wou submitted that [D1’s] stake in CSI alone would be worth HK$615 million (13.19% x 847,908,316 x HK$5.50). There would therefore be sufficient assets within the jurisdiction so that there is no basis to grant a worldwide Mareva injunction. The price of HK$5.50 per share was however only an asking price. It has not attracted any offer from the invitees.

31.  On the other hand, the plaintiffs’ case on the ex parte application was that the shares had a market value of about HK$200 million (see ex parte skeleton §13(1)).  That would be sufficient to meet the Restraint Sum as reduced (see below).  Accordingly there is no basis to continue the Mareva Order as a worldwide Mareva injunction.  In the circumstances of this case, it would nevertheless be appropriate to continue the order as an injunction instead of simply receiving the undertaking of [D1].”

56.The position may hence be analyzed as follows.  If out of those 36.11%, only 13.19% were beneficially owned by D1 (as D1 asserted, and not disputed by Ps during the hearing before G Lam J), and, as Mr. Joffe has accepted, the Mareva Order does not bite in respect of the balance of 22.92% held by him on trust for the Employee Beneficiaries, the sale by him of 3.8% of those shares would not have constituted any breach of the Mareva Order.  On the other hand, if the entirety of those 36.11% were owed beneficially by D1 (as Ps now try to argue), and bearing in mind that the calculation explained by G Lam J at paragraph 31 of his Ruling was done on the basis that D1 only owned beneficially 13.19%, it is most unlikely that the sale by D1 of 3.8% out of those 36.11% would have reduced the unencumbered values of his shares to below the restraint sum.  In the circumstances, in my view, it cannot be seriously suggested that the sale by D1 of 3.8% of shares in CSI would constitute any breach of the Mareva Order.

57.In the circumstance, on the issue as to whether D1 has attempted to sell or has sold his CSI Shares in contravention of the terms of the Mareva Order, I am not satisfied that Ps have on the evidence any expectation or prospect of success.

Whether breach by diminishing the unencumbered values of D1’s CSI shares below the restraint sum

58.This is the second alleged recent development Mr. Joffe relies upon.

59.I have summarized Ps’ case in this regard.  To recapitulate, the complaint is that D1 is seeking to firstly seize control of CSI, then seize, through the shareholding of CSI in CSC, control of CSC, then somehow cause CSC to “scupper the present proceedings” (i.e. HCA2880/2015), and as CSC is claiming a huge amount of damages and equitable compensation from inter alios D1 (upwards of RMB1.3 billion), the present action represents a valuable chose in action of CSC, and if the present proceedings is “scuppered”, the value of that chose in action will drop, which would adversely affect the values of the shares of CSC, which would in turn adversely affect the value of the CSI shares which D1 holds (because CSI is a shareholder of CSC), so that D1 would be in breach of the limb of the Mareva Order restraining him from diminishing the unencumbered values of D1’s shares below the restraint sum.

60.D1 is said to have now “partially succeeded in his scheme in calling for the CSI EGM, which has been convened and is due to proceed on 8.5.2018” (paragraph 6 of Mr. Joffe’s written submission).  It has further been submitted that “[D1] obviously has an ulterior purpose, his actions being geared towards his own and his allies’ interests, the necessary corollary of which would be to destroy or substantially diminish the value of not only his own CSI shares, but also those of other shareholders” (paragraph 45(1) of Mr. Joffe’s written submissions).  It is submitted that “In those circumstances, there is immediate need for the Court to grant interim relief holding the status quo, so as to safeguard the vaule of the CSI Shares hold in [D1’s] name” (paragraph 6 of Mr. Joffe’s written submission).

61.The problem with Ps’ case is that, in my view, there is no evidence to show the existence of the “ulterior purpose” which D1 is said to have, or that the calling of the CSI EGM is the first step of this long and complicated scheme which Ps postulate.

62.Mr. Joffe submits that the present action against D1 is for damages and equitable compensation upwards of RMB1.3 billion.  That gives D1 a big incentive to kill it off.  Mr. Joffe spends quite some time telling me details of the present action against D1, and that he has been committed for contempt, in an attempt to make good his submission that D1 “is a known contemnor and wrongdoer.”

63.I am however not convinced that those matters are sufficient to justify the inference that D1 possesses the ulterior purpose.  The Court is not invited to infer a simple intent to dissipate, which “low commercial morality” can sometimes support.  The Court is asked to infer the existence of a very specific purpose or intent quite a number of steps down the line from what D1 has now done.  It is a very long shot. 

64.I have also to note the specific facts in this case.  D1 is a shareholder of CSI.  He has the right to requisition for its EGM.  I bear in mind the fact that the composition of the present board of CSI was very much affected by the appointment of the EY Receivers.  On 16 October 2015, Deputy Judge Seagroatt permitted the EY Receivers to vote in CSI to cause a change in the composition of the CSC board and to become directors of CSC themselves.  G Lam J has made findings on the circumstances in which those and some other directions were given.  He observed that “the picture presented to the court by those using the names of the plaintiffs verged on the misleading” (paragraph 67 of his Reasons for Decision dated 31 January 2018).  For that and other reasons, he allowed D1’s application for the discharge of the EY Receivers. Now that they have been discharged, it is not unnatural that shareholders of CSI may want to re-constitute the Board.  In fact, some of the Employee Plaintiffs have expressed similar wishes – see paragraph 52 of Zhao Dongwei’s affirmation exhibited in Keith Man Kei Ho’s affirmation of 25 April 2018.  That may even want to nominate their allies into the Board.  Those are commercial decisions which the Court is ill-equiped to intervene, let alone used as the basis to infer the existence of any ulterior purpose.

65.I also bear in mind the fact that P1 is a listed company.  “Scuppering” a legal action which P1 is prosecuting is not something like dissipating a sum of cash which can be done quickly and surreptitiously without notice.  If down the line, D1 is to do or cause anything to be done for that purpose, I have no doubt that effective measures can then be taken to prevent that.  As it is, the present applications for “interim interim” relief are in my view premature, and not supported by evidence.

66.Having considered the evidence carefully, I am not satisfied that this limb of Ps’ application has any expectation or prospect of success.

Conclusion

67.For the reasons set out above, I refuse the “interim interim” relief sought and dismiss the Requisition Injunction Application and the EGM Injunction Application.

Costs

68.These being applications for “interim interim” relief, and as the main Receivership Application will come back to Court, I make an costs order nisi that the costs of the two summonses for “interim interim” relief and the hearing hereof be reserved.

  (Keith Yeung SC)
  Deputy High Court Judge

Mr. Victor Joffe, leading Ms. Rachel Lam and Mr. David Chen, instructed by Wilkinson & Grist, for the 1st and 4th plaintiffs

Mr. Jean-Paul Wou with Mr. Patrick Siu, instructed by Deacons, for the 1st defendant

Mr. Hon Wai Hon of Messrs P.C. Woo & Co for China Shanshui Investment Company Limited, the Intended 11th defendant