Read the full judgment text of HCMP 2056/2018 on BabelCite. This Court of First Instance judgment was delivered on 10 January 2019 before Hon Harris J.
Companies – Unfair prejudice petition – Companies Ordinance, Cap 622 s.724 – section 725 – Hong Kong incorporated company limited by guarantee – Tsung Tsin Association Limited – petition by member to reconstitute board – extraordinary general meeting convened under article 25 of the Articles of Association – whether EGM duly convened under articles 15 and 16 – whether quorum present – whether resolutions passed on show of hands validly reconstituted the board – 2nd to 10th respondents were former directors whose positions ended by 2008 under article 68 – old board refused to accept EGM resolutions and continued to hold itself out as the board – Companies Registry declined to accept filings of change of director without court order – whether unfair prejudice made out – First issue: whether the EGM was duly convened in accordance with the Articles of Association – held yes, the requisite 50 members under article 15, proper notice under article 16, quorum, and validly passed resolutions – Second issue: whether unfair prejudice established under sections 724 and 725 – held yes, the 2nd to 10th respondents failed to act in accordance with the EGM resolutions, hand over books and records, or cease holding themselves out as the board – relief granted in terms of paragraphs [1] to [5] of the prayer – declaration that the new Executive Committee and Executive Standing Committee form the current committees – order for handover of corporate records, seals, keys, legal documents, title documents, and bank statements within 14 days – order that the 2nd to 10th respondents cease holding themselves out as directors or officers and vacate office space within 14 days – 2nd to 10th respondents to pay the petitioner's costs – Companies (Unfair Prejudice Petitions) Proceedings Rules, Cap 622L
Legal issues: Whether the EGM was duly convened in accordance with the Articles of Association · Whether the petitioner has established unfair prejudice justifying relief under sections 724 and 725
Outcome: Petition granted; orders made in terms of paragraphs [1] to [5] of the prayer; 2nd to 10th respondents ordered to pay the petitioner's costs.
Cited by 1 case · Cites 1 case