Greatview Holdings Ltd and Others v. Glorious Sea Holdings Ltd and Others

On 26 October 2026, Deputy High Court Judge Gary CC Lam handed down judgment in _Greatview Holdings Ltd and Others v Glorious Sea Holdings Ltd and Others_ [2026] HKCFI 5984, granting only partial interlocutory relief to the Plaintiffs. Mr Christopher Chain SC, leading Mr Jason Yu and Mr Alex Yeung (instructed by Deacons), acted for the Plaintiffs.

The dispute concerns a January 2024 restructuring of the Greatview group, a Cayman-incorporated company listed in Hong Kong since 2010. The restructuring transferred control of Wintipak AG (the group's international aseptic packaging business) to a fund controlled by the 8th Defendant, Jiao Shuge (焦樹閣), with the 7th Defendant, Jeff Bi (畢樺), a co-founder of the ListCo, allegedly orchestrating the transaction to entrench his own position and exclude Jingfeng, a new PRC-backed substantial shareholder. The Plaintiffs claim the restructuring was a "pay-to-lose" deal: the ListCo paid RMB122.5 million to the Fund while losing full ownership and control of Wintipak. They sought a proprietary injunction and preservation order over the shares in GHIL (D2) and Wintipak, plus ancillary injunctive relief.

The Court's Analysis

The Court held that there were serious issues to be tried on three fronts: (1) whether Jeff Bi breached his fiduciary duties by approving the restructuring for the improper purpose of excluding Jingfeng from the international business; (2) whether the restructuring was in good faith and in the ListCo's interests, given the "pay-to-lose" nature of the deal and the undisclosed Carve-Out of Egypt and Lebanon businesses engineered to avoid Chapter 14 shareholder approval; and (3) whether Jiao had knowledge of Jeff Bi's breaches (§§72-82).

On delay, the Court accepted that the Draft GT Report (8 September 2025) and the Funding Request provided adequate explanation for the 19.5-month delay, though such delay still weighed against the Plaintiffs (§§88-91). On clean hands, the Court rejected the Defendants' argument that the Plaintiffs' alleged solicitation of Wintipak's customers disentitled them to relief, finding no sufficiently close connection between that conduct and the preservation of the Subject Assets (§§94-96).

Result and Practical Implications

The Court granted only paragraph 1 of the Draft Order, restraining GSH (D1) and GHIL (D2) from disposing of or diminishing the value of the Subject Assets, with an exception for ordinary course of business. Paragraphs 2, 3, and 4, which sought broader ancillary relief including restrictions on director appointments and mandatory orders against Wintipak (a non-party Swiss company), were refused as unnecessary and disproportionate (§§122, 125).

For practitioners: when seeking interlocutory preservation orders over shares in foreign subsidiaries, the Hong Kong court will be cautious about granting ancillary relief that interferes with the management of non-party foreign companies, even where there is evidence of sophisticated wrongdoing. The starting point favouring preservation of subject assets for a proprietary claim can be displaced by delay, even if explained, and by the plaintiff's knowing acquisition of a disadvantageous position.