Tong Tin Tai v. Zhang Minglin and Another

HCMP 508/2026

[2026] HKCFI 2502

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 508 OF 2026

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D E C I S I O N

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1.This is the adjourned hearing of the Plaintiff’s summons filed on 31 March 2026 seeking interlocutory injunctions against the 1^st and 2^nd Defendants in terms of paragraphs 1(a), (b) and (c) of the summons.

2.The summons was first heard by Recorder Maurellet SC on 17 April 2026. The Recorder adjourned the Plaintiff’s application for interim-interim relief for argument which is now before me. At that hearing, the 1^st Defendant gave an undertaking in terms of paragraph 1(c) of the summons, and the Recorder made an order against the 2^nd Defendant in terms of the same paragraph until the determination of the interim-interim relief application or further order.

3.The injunction under paragraph 1(c) of the summons restrains the 1^st and 2^nd Defendants from implementing a shareholder’s resolution passed by the 2^nd Defendant on 27 February 2026 to remove the Plaintiff as a director and to appoint the 1^st Defendant’s son as a director of the 2^nd Defendant. The 1^st Defendant as the other director of the 2^nd Defendant gave an undertaking to the Recorder not to implement the resolution and continued to give the undertaking before me. The 2^nd Defendant is a holding company. There is no urgency to effect the board change when the 1^st Defendant as the other director undertakes not to implement it. I therefore continue paragraph 1 of the order of the Recorder against the 2^nd Defendant until the determination of the summons or further order of the court.

4.The injunction sought under paragraph 1(a) of the summons restrains the 1^st Defendant from implementing a shareholder’s resolution passed by a wholly-owned PRC subsidiary of the 2^nd Defendant on 3 February 2026. That resolution was executed on behalf of the 2^nd Defendant by the 1^st Defendant as one of its two directors. It appointed the 1^st Defendant’s son as a director and legal representative, and one Mr Liu as a supervisor, of the PRC subsidiary.

5.The Plaintiff’s case is that the resolution was null and void and of no legal effect. He was the only other director of the 2^nd Defendant at the time, and was not notified of, nor consented to, the passing of the resolution. The resolution was therefore executed by the 1^st Defendant on behalf of the 2^nd Defendant without authority. The injunction sought under paragraph 1(a) of the summons is to prevent the 1^st Defendant from taking control over the PRC subsidiary in disregard of the Plaintiff’s rights and interests both as a shareholder and director of the 2^nd Defendant and without his consent.

6.It is not in dispute that an interim-interim relief is meant to be an urgent temporary stop-gap measure. Extreme urgency must be shown.

7.I agree with Mr Ernest Ng (who appeared with Ms Nicole Chui) for the 1^st Defendant that there is a lack of urgency required for the grant of interim-interim relief under paragraph 1(a) of the summons.

8.First, there was delay on the part of the Plaintiff in the application. He was aware of the 3 February 2026 resolution and filed objection to the Fuzhou Administration for Market Regulation (“FAMR”) on 9 February 2026 to oppose the change of management of the PRC subsidiary. There was no explanation why the summons seeking interlocutory injunction was only taken out on 31 March 2026. I agree with Mr Ng that delay is the antithesis of urgency, let alone extreme urgency that justifies the grant of interim-interim relief.

9.In addition, the evidence before me suggests that the FAMR has so far refused to effect the change of management of the PRC subsidiary in view of the Plaintiff’s objection and the lack of the business licence of the PRC subsidiary which remains in the possession of the legal representative on-record of the PRC subsidiary, Ms Chen, who is the daughter-in-law of the Plaintiff, and no replacement business licence will be issued. In other words, Ms Chen remains as the legal representative on-record and any change requires her co-operation which is plainly not forthcoming. It is entirely speculative for the Plaintiff to suggest that somehow the 1^st Defendant may resort to unlawful means to compel Ms Chen to hand over the business licence. This is a further reason why there is no extreme urgency to grant an interim-interim injunction under paragraph 1(a) of the summons.

10.As for paragraph 1(b) of the summons, the injunction seeks to restrain the 1^st Defendant from exercising the right of the 2^nd Defendant as a shareholder of the PRC subsidiary on behalf of the 2^nd Defendant unless duly authorized by the board of directors of the 2^nd Defendant. Such formulation is too broad and general and is not specifically directed at any particular transaction or dealing. It is improper for the Court to grant a blanket injunction in a vacuum on an interim-interim basis.

11.For the above reasons, I refuse to grant an interim-interim injunction in terms of paragraphs 1(a) and (b) of the summons.

12.I will now hear parties as to costs.

( Submissions on costs )

13.Costs should follow the event. The Plaintiff does not resist the 1^st Defendant’s costs of the interim-interim relief application.

14.The 1^st Defendant seeks summary assessment of costs. Whilst the 1^st Defendant has failed to lodge the statement of costs together with the skeleton argument in breach of the Practice Direction, I am not minded to discount the costs when the Plaintiff insisted on pursuing with the interim-interim relief application despite not getting such relief at the first hearing.

15.Taking a broad brush approach, I assess the costs payable by the Plaintiff to the 1^st Defendant at $180,000, to be paid forthwith.

Mr Aidan Tam and Mr Jacky Zhang, instructed by Messrs Lee Chan Cheng, for the Plaintiff

Mr Ernest Ng and Ms Nicole Chui, instructed by Messrs H Y Leung & Co LLP, for the 1^st Defendant

The 2^nd Defendant was unrepresented and did not appear