HCMP 1478/2023

[2024] HKCFI 2500

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 1478 OF 2023

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JUDGMENT

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Introduction

1. This is the substantive hearing of the Plaintiff’s application by Originating Summons issued on 7 September 2023 (“ OS ”) for inspection and to take copies of the Defendant’s records and documents pursuant to section 740 of the Companies Ordinance, Cap 622 (“ CO ”). Since 2013, the Plaintiff has been holding 11% of the Defendant’s shareholding. Presently, the Plaintiff still holds 11% of the Defendant’s shareholding, with the balance 89% being held by Mr Lee Sun Yong (“ Lee ”).

2. Paragraph 1 of the OS originally provided as follows:

“1. The Defendant do provide the Plaintiff with full access to, and allow the Plaintiff to take copies of, the Defendant’s records and documents (whether in hard copy, electronic form or otherwise):

(a) All minutes of all board meetings and all resolutions of directors of the Defendant from 2019 to date;

(b) All minutes of all general meetings and all resolutions of members of the Defendant from 2019 to date;

(c) The audited financial statements of the Defendant for each of the financial years from 2019 to date;

(d) The books and records of the Defendant for each of the financial years from 2019 to date; and

(e) All documents of 上海維娜化妝品有限公司in the Defendant’s possession, custody and/or power, which are relevant to the distribution of dividends by the Defendant from 2019 to date.”

3. The OS was first heard before Mr Recorder William Wong SC on 27 September 2023. At that hearing, Mr Recorder Wong SC actually made an Order in terms of paras 1(b) and (c) of the OS with costs in the cause, so that the only matters left for this court’s determination would be paras 1(a), (d) and (e) of the OS.

4. For reasons best known to the Plaintiff’s legal team, in the Draft Order submitted to the court by the Plaintiff’s solicitors in their Hearing Bundle A, the court is still being asked to make an Order in terms of inter alia paras 1(b) and (c) of the OS. After further queries by this court, Mr Cheung confirmed the Plaintiff did not require an Order from this court regarding those 2 sub-paras.

5. At the hearing, Mr Cheung for the Plaintiff, after taking instructions, agreed that the ambit of the remaining paras of the OS should be further narrowed down. Hence, as far as para 1 (a) is concerned, the documents sought by the Plaintiff were limited to the period from 1 January 2021 to date. As fa