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HCMP 1747/2020 and HCCW 6/2024
[2024] HKCFI 2070
HCMP 1747/2020
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 1747 OF 2020
_______________
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IN THE MATTER OF South Asia Group (H.K.) Limited
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and
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IN THE MATTER OF section 724 of the Companies Ordinance (Cap 622)
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_______________
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BETWEEN
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TSE YUN LAM ARIES (謝宛霖)
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Petitioner
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(formerly known as TSE CHEE LAM ARIES 謝芝琳))
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and
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HAINE INTERNATIONAL INVESTMENT CONSULTANTS LIMITED
(海納國際投資顧問有限公司)
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1st Respondent
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廈門力智合管理咨詢有限公司
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2nd Respondent
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廣州萬幣投資有限公司
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3rd Respondent
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廣東金恒資產管理有限公司
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4th Respondent
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WU JIANCHENG (吳建成)
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5th Respondent
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SOUTH ASIA GROUP (H.K.) LIMITED
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6th Respondent
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(南亞集團 (香港) 有限公司)
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_______________
AND
HCCW 6/2024
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
COMPANIES (WINDING-UP) PROCEEDINGS NO 6 OF 2024
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IN THE MATTER OF South Asia Group (H.K.) Limited (南亞集團 (香港) 有限公司)
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and
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IN THE MATTER OF section 177(1)(f) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and section 724 of the Companies Ordinance (Cap. 622)
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(heard together)
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Before:
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Hon Linda Chan J in Court
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Dates of Hearing:
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4-5, 8-10, 17 July 2024
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Date of Judgment:
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8 August 2024
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J U D G M E N T
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1.
There are before the court 2 petitions presented by the petitioner, Ms Tse Yun Lam Aries (謝宛霖) (“
Petitioner
”), a minority shareholder of South Asia Group (H.K.) Limited (南亞集團 (香港) 有限公司) (“
Company
”):
(1) The first petition in HCMP 1747/2020 was presented on 16 October 2020 (“
UP Petition
”) under s.724 of the Companies Ordinance (Cap. 622) (“
CO
”) whereby the Petitioner seeks relief to set aside the 2 allotments made by the Company in 2019 and a buy-out order against the 1
st
to 4
th
respondents (collectively “
Jinheng Parties
”).
(2) The second petition in HCCW6/2024 was presented on 4 January 2024
[1]
(“
WU Petition
”) under s.177(1)(f) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) to seek a winding-up order against the Company.
2.
The Petitioner and the 1
st
to 5
th
respondents are all the shareholders of the Company. Prior to the 2 allotments complained of in the UP Petition, the Company had issued 5,000,000 shares of HK$1 each, which were held by:
(1) The Petitioner as to 750,000 shares (equivalent to
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