HCMP 595/2022

[2025] HKCFI 3837

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 595 OF 2022

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J U D G M E N T

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1. This is the trial of the Petition presented by the petitioner, JC Success Limited (富潤創富有限公司) (“ Petitioner ”), on 16 May 2022 for relief under s.724 of the Companies Ordinance ( Cap. 622 ) (“ CO ”) on the ground that the affairs of the 5 ^th respondent, Lao Xue Yuan Holdings Limited (老雪園控股有限公司) (“ Company ”), have been conducted by the 1 ^st to 4 ^th respondents (collectively “ Rs ”) in an unfairly prejudicial manner.

A. FACTUAL BACKGROUND

2. The following facts are either not in dispute or are indisputable.

A1. Parties and relevant entities

3. The main protagonists in these proceedings are:

(1) Mr Chan Ho Chin (陳豪展) (“ Mr Chan ”) who together with his wife, Ms Lam Sai Mann Joyce (“ Mrs Chan ”), own and control the Petitioner. The Petitioner holds 30% shareholding in the Company.

(2) Mr Cheung Theobald Aylwin (張程華) (“ Mr Cheung ”), the 1 ^st respondent, through his family companies hold 30% shareholding in the Company. The family companies are (a) the 3 ^rd respondent, Gastro Koncepts Limited [1] (“ Gastro ”) and (b) the 4 ^th respondent, Sky Prosper Limited (尚天有限公司) [2] (“ Sky Prosper ”). Gastro held 30% shareholding in the Company until 15 November 2019 when the same was transferred to Sky Prosper [3] .

(3) Mr Chiang Wai Yuen (蔣偉源) (“ Mr Chiang ”), the 2 ^nd respondent, holds 4