NG PING HEI FRANCIS v. CLUSTERTECH LTD

HCMP 418/2025

[2025] HKCFI 4895

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 418 OF 2025

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BETWEEN

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JUDEMENT

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Introduction

1.  On 22 September 2025 I heard an application made by the Plaintiff by way of an originating summons dated 18 March 2025 (“the Summons”) in which Plaintiff seeks an order that the Defendant (Clustertech Limited) provide copies of certain documents.

2.  At the hearing, Mr Denis Chang SC leading Mr Raymond Ho appeared for the Plaintiff and Mr Avery Chan appeared for the Defendant.

3.  At the end of the hearing, I informed the parties that I wished briefly to reflect on the wide-ranging debate that had occurred but that I would give the parties my decision on the following day with written reasons to follow. On the following day (23 September) my clerk sent the following email to the parties’ counsel and solicitors:

"At yesterday's hearing of the Plaintiff's application I indicated that I planned to inform the parties today of my decision on the application. I now wish to inform the parties that I have decided that the Plaintiff's application should be granted and that an order in the terms of the Originating Summons should be made. However, my written reasons and judgment will follow and be distributed next week. The Court's order will need to wait and should only be sealed after the judgment has been handed down and the Court's decision will need to remain confidential to the parties until then."

4.  I now set out my reasons for this decision.

The position of the parties in outline

5.  The Plaintiff applies in his capacity as a shareholder of the Company pursuant to sections 435 and 620 of the Companies Ordinance (Cap 622) (“the Ordinance”). The Plaintiff argues that as the registered member he is entitled to be provided with copies of the narrow range of documents covered by those sections and his application.

6.  The application is opposed by the Defendant. The Defendant asserts that there is a dispute as to whether the Plaintiff is the beneficial owner of the shares which are registered in the Plaintiff’s name and that it is reasonably arguable that (a) some of these shares are held on trust for another shareholder in the Defendant (Panven Limited) and that (b) the Plaintiff is under an obligation to transfer other shares registered in his name to the Defendant and that such shares are subject to a constructive trust in the Defendant’s favour. In these circumstances, the Defendant seeks a case management stay or adjournment of the application pending the determination of these disputes, which are raised in two other sets of proceedings which have been commenced in this court.

7.  The Plaintiff filed two affirmations in support of his application. In support of the Defendant’s opposition to the application affirmations were filed by Suen Wai Mo, a director and CEO of the Defendant (“Dr Suen”); Kwok Chi Sun Vincent, an accountant and brother of Dr Chow; Kit Yuk Janet, the Human Resources and Administration Manager of the Defendant and Mok Kan Qiao, a solicitor at the Defendant’s solicitors.

The Plaintiff’s application

8.  The Summons seeks an order that the Company provide to the Plaintiff within 7 days of the date of the order on the Summons two categories of documents:

(a) records of shareholders’ (members’) resolutions (“Resolutions”) passed, and minutes (“Minutes”) of meetings of general meetings that were held, in 2021, 2022, 2023 and 2024.

(b) for the years ended 2022, 2023 and 2024, financial statements (including balance sheets and profit and loss accounts) laid (or required to be laid) before the company in general meetings including a copy of the reporting documents for the relevant financial year (“Financial Statements”); auditor’s reports laid (or required to be laid) before the Defendant in general meeting (“Auditors’ Reports”) and reports by the Defendant’s directors on the Defendant’s profit or loss for the relevant financial year and the state of its affairs (“Directors’ Reports”).

9.  The Plaintiff is the registered shareholder in respect of the following three classes of shares:

(a) 125,000 F shares;

(b) 188,546 V shares; and

(c) 460,700 D shares.

10.  The Plaintiff’s application is based on:

(a) as regards the Resolutions and Minutes, sections 618 and 620 of the Companies Ordinance (Cap 622) (“the Ordinance”).

(b) as regards the Financial Statements, Auditors’ Reports and the Directors Reports, sections 430 and 435 the Ordinance.

11.  Sections 618 and 620 state as follows (underlining added):

“Section 618:

(1) A company must keep records comprising—

(a) copies of all resolutions of members passed otherwise than at general meetings;

(b) minutes of all proceedings of general meetings; and

(c) all written records provided to the company in accordance with section 116BC(1) of the predecessor Ordinance or section 617(2).

(2) A company must keep the copy, minutes or written record under subsection (1) for at least 10 years from the date of the resolution, meeting or decision, as the case may be.

(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.”

“Section 620:

(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, the records kept by the company under section 618.

(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of any of those records in accordance with regulations made under section 657.

…..”

12.  Sections 430 and 435 are in the following terms (again, underlining added):

“Section 430

(1) If a company is required to hold an annual general meeting in accordance with section 610 in respect of a financial year, the company must send a copy of the reporting documents for the financial year to every member at least 21 days before the date of the meeting at which the copy is required by section 429 to be laid.

……

Section 435

(1) Within 7 days after a demand is made by a member or a member’s personal representative, a company must send to the member or personal representative—

(a) one copy of the latest financial statements;

(b) one copy of the latest directors’ report; or

(c) one copy of the auditor’s report on those latest financial statements.

(2) A copy of a document that a person is entitled to be sent under subsection (1) is in addition to any copy of the document that the person is entitled to be sent under section 430.

(3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.

(4) If a person is charged with an offence under subsection (3), it is a defence to establish that the member or member’s personal representative (as the case may be) had previously made another demand for the document concerned and had been provided with a copy of the document.”

13.  In section 2 of the Ordinance, a member is defined as (my underlining) a “founder member of the company; or a person who agrees to become a member of the company and whose name is entered, as a member, in the company’s register of members.”

14.  The Plaintiff submitted that as a registered shareholder in respect of the three classes of shares he had locus and was entitled to exercise the statutory rights of a shareholder under these provisions. He was entitled as of right as a member to copies of the classes of documents covered by sections 435 and 620.

15.  Mr Chang on behalf of the Plaintiff submitted that the authorities emphasised the importance and weight to be given in this context to the fundamental principle of company law that “the company and therefore the courts do not look behind the shareholding of a company to see who are beneficially interested in the shares…” (per Rogers JA in Universal Holdings Ltd v Shi Han Wen CACV 99/2000). Rogers JA had gone on to say that “Under [section 635 of the Ordinance] the register of members is prima facie evidence of any matters which are inserted therein. Since, as has been shown… [the applicant] is registered as the shareholder …. This court should proceed upon the basis that [the applicant] is the shareholder and … the matter should proceed accordingly.”

16.  Mr Chang argued that the recent decisions of the UK Supreme Court (in Enviroco Ltd v Farstad [2011] Bus LR 1108) and the Court of Appeal for England and Wales (in Re JDK Construction Ltd [2024] EWCA Civ 934) demonstrated that the registered member was to be treated as the shareholder and entitled to exercise rights given to shareholders even where there was a dispute as to his entitlement to be so registered unless and until the register had been rectified.

17.  Mr Chang argued that the cases relied on by the Defendant (which I discuss below) were to be distinguished because they related to applications under a different statutory provision, namely section 740 of the Ordinance. Section 740 applied to a much wider range of documents than sections 430/435 and 618/620 and clearly only gave a qualified right to inspection. The right to inspect “any record or document of the company” under section 740 of the Ordinance was only available to a limited class of members (those holding at least 2.5% of the voting rights in a company or to five members or more acting together) and there was a requirement to show that the application was made in good faith and for a proper purpose.

18.  Mr Chang said that the Plaintiff did not in this case need to justify his application by showing the purpose for which he was exercising his statutory right. Having said that, the Plaintiff asserted that he did have a proper purpose in making his application. He had not received the basic information which he now seeks and had been shut out as a shareholder of the Defendant since 2020. He wanted to receive and was entitled to be given basic information of the type contained in the documents covered by sections 430/435 and 618/620 so that he could understand the position of the company of which he was a registered shareholder and assess his own position as a shareholder of the Defendant. Any shareholder was of right entitled to be provided with copies of these documents.

The Defendant’s case

19.  The Defendant asserted that:

(a) the F shares registered in the Plaintiff’s name were held by him on trust for Panven Limited (“Panven”), another Hong Kong company, Panven had been unable to assert its rights and join in these proceedings since control of Panven and the entitlement to the shares in Panven were currently in dispute. Proceedings had been commenced by Dr Suen, who was another shareholder in the Defendant and one of the parties who originally set up the Defendant and invested in its businesses, to establish that the shares in Panven held by the Plaintiff and his wife were in fact held on trust for Dr Suen, so that he controls Panven. If and when successful in those proceedings, Dr Suen would be able to procure that Panven asserted its rights as beneficial owner of the F shares.

(b) the Plaintiff was also under an obligation to transfer the V shares and the D shares to the Defendant and the Defendant was entitled to, and was currently seeking in other proceedings, a declaration that these shares were subject to a constructive trust in its favour.

20.  The Defendant had recently (5 September 2025) commenced proceedings against the Plaintiff in HCA 1666/2025 asserting that the Plaintiff was allotted the D and V shares pursuant to an employee incentive scheme between 2013 and 2017 but was obliged to return them to the Defendant on leaving its employment in March 2018. The Defendant seeks, inter alia, an order for specific performance of the Plaintiff’s obligation to return these shares, an injunction restraining him from exercising his rights as a D and V shareholder and “an order that [the Plaintiff] holds [these shares] on constructive trust for the [Defendant]” and for their delivery up.

21.  The Defendant also asserted, in reliance on evidence filed by Dr Suen, that the Plaintiff had agreed with Dr Suen that the Plaintiff would hold the 125,000 shares issued to the Plaintiff, originally in 2006, on trust for Panven, a company which Dr Suen had incorporated in May 2006. Dr Suen’s account of the relevant facts is set out in his First Affirmation, in particular at [24]-[36]. Dr Suen said that he and Dr Chow, another founding shareholder in the Defendant, were investors in a US betting business which had generated substantial profits which they wished to invest in the Defendant. Shares in the Defendant would be issued in return for this investment and Dr Suen and Dr Chow wished to give these shares to Panven. However, because Panven “was not fully set up in 2006 … [Dr Suen] considered it more appropriate [for these shares] to be allotted to [the Plaintiff] to hold on trust for Panven and once Panven became fully set up [the Defendant] should return the shares to Panven.” Dr Suen asserted that the trust agreement was initially made orally over the phone but that in 2008 after Panven had been fully set up with Dr Suen holding the majority of its shares, a deed of trust was prepared. Dr Suen “vividly” recalled that the Plaintiff had confirmed that a declaration of trust was prepared although Dr Suen had never seen and was unable to produce a copy of such a deed (he said that it might be held by Panven but he was currently unable to access Panven’s documents). These 125,000 shares were subsequently reclassified in 2012 as F shares.

22.  Dr Suen said that the money used to pay the subscription price for these shares came from the funds of the US betting business, owned by himself and Dr Chow. These funds had been deposited in bank accounts in the name of the Plaintiff to allow him to deal with the funds in connection with and for the purpose of the US betting business since in 2006 he had been assisting with the management of that business. Dr Suen also said that there had been an oral agreement that these funds were to be held on trust for Dr Chow and himself.

23.  The Defendant argued that it was noticeable that the Plaintiff had not in his evidence asserted that the 125,000 shares were purchased with his money although Mr Chang had asserted in his oral submissions that this was the case. The Defendant said that the evidence showed, as the Plaintiff had accepted, that the subscription payment came from the bank accounts in which the US betting business’ funds were held, a business owned by Dr Suen and Dr Chow. The Plaintiff had no basis for asserting that he was the beneficial owner of these funds. Furthermore, it was inconceivable that the Plaintiff could have afforded to subscribe for these shares out of his own funds.

24.  The Defendant also referred to a writ of summons in HCA 133 of 2020 issued on 23 January 2020 in which Dr Suen was the plaintiff and the Plaintiff, his wife and Forever Up Asia Limited, a company set up by the Plaintiff, were the defendants, in which Dr Suen sought a declaration that the shares registered in the name of any of the Plaintiff and his wife in Panven and the Yat Sen Foundation Limited were held on trust for Dr Suen. In that action, Dr Suen had applied for the appointment of interim receivers to take control of and manage the shares in Panven and the Yat Sen Foundation Limited that were the subject of the dispute. The hearing of the interim receivers summons was held on 12-13 April 2021 but unfortunately judgment has not yet been delivered by the Court.

25.  The Defendant argued that in these circumstances, where the evidence showed that it was reasonably arguable that the Plaintiff was not the beneficial owner of the F shares registered in his name and that he was required to transfer and had no right to hold the D and V shares, and where proceedings had been commenced in connection with these disputes, the Court should not allow the Plaintiff to exercise the rights of a shareholder and should adjourn or stay the application until the disputes concerning the Plaintiff’s rights had been resolved. The Defendant submitted that this result was consistent with the authorities.

26.  The Defendant relied in particular on the judgments of Mr Justice G Lam (as he then was) in Re China Merchants Kin Swiss Transportation Company Limited (HCMP 333/2014, 16 July 2014) (“China Merchants”) and of Deputy High Court Judge William Wong SC in Wong Sau Man Samuel v Wong Kan Po Wilson (HCMP 2250/2016) (“Wong Sau”).

27.  In China Merchants G Lam J had exercised the Court’s discretion to adjourn an application by a shareholder for an order convening an EGM and to inspect the records and documents of the relevant company under section 740 of the Ordinance sine die pending determination of beneficial ownership of the applicant’s shares. The second respondent to the application, who had applied and been granted permission to be joined to the application, claimed and adduced evidence that the shares registered in the name of the applicant were in fact held on trust for it. After noting (at [12]) that there were cases suggesting that “even though as between the company and a member the member may have a legal entitlement, a beneficial owner may be able to restrain the nominee holding shares from exercising the rights of a shareholder” the learned Judge said as follows (my underlining):

“13. Secondly, insofar as CAU’s application for inspection is concerned, it is well-established that under section 152FA of Cap 32, now section 740 of Cap 622, it is necessary to ask whether the inspection is sought in good faith and would be for a proper purpose and, in particular, whether the purpose is germane to the applicant’s status as a shareholder (see Re LehmanBrown Ltd at paragraph 33). If CAU is in fact a mere nominee holding the shares and the application for inspection is not brought for the benefit of the person beneficially entitled to the shares but is, in fact, opposed by him, there may be questions raised — and I need not put it any higher than that — as to whether inspection is being sought in good faith and for a proper purpose.

14. In my view, CML’s claim over the shares does materially affect the questions that arise upon CAU’s application by the originating summons. There is therefore something to be said for adjourning the hearing of the originating summons herein until after the determination of the dispute over the beneficial ownership of the shares.

15. A similar question has from time to time arisen in shareholders’ petitions for winding-up or for relief from unfairly prejudicial conduct. In Donald Quintin Cheung v Fester Corporation Limited [1993] 1 HKLR 49 at 54, Nazareth J quoted and adopted the following passage from an earlier judgment of Pennington J in a related case:

‘… the general rule of practice is that if there is a genuine dispute as to the ownership of shares that dispute should be settled before a petition for winding up is considered unless it can be shown that harm will be done to a minority shareholder because in the interim period the majority shareholders are able to take steps which will reduce the value of his shareholding.’

16. In Re Kenley (HK) Limited [2003] 4 HKC 61, Kwan J said:

‘… this is but a rule of practice not a rule of law. In exercising its discretion, the court would consider all circumstances in determining whether to require the petitioner to establish his locus first and have the dispute regarding his locus determined outside the petition.’

17. In this case, CAU has no locus to inspect any corporate documents or vote at any meeting but for the holding of the disputed shares. CML has put forward a substantial amount of documentary evidence in support of its entitlement to the shares, including a certificate issued by CAU dated 30 April 2001 confirming that all the shares it held in the company belonged to CML, and the share transfer agreement I have already mentioned.”

28.  In Wong Sau the applicant applied for an order under section 374 and section 740 of the Ordinance for inspection of a wide range of documents of the 6^th defendant, Bright Focus International Limited. The applicant was the registered member in respect of the relevant shares but there was a dispute as to whether he was also the beneficial owner of the shares. DHCJ Wong SC said this (my underlining):

“27. There is no dispute that the plaintiff is a registered shareholder of the Company. However, whether the plaintiff also has the beneficial ownership of the Shares is in dispute.

28. The status of the plaintiff as a registered member gives a complete answer to the issue of locus. As a matter of law, a company must treat every person on the register as a member even if a person in fact holds on trust for another as a nominee. (See Pender v Lushington (1877) 6 Ch D 70.)

29. Mr Wong for the plaintiff submitted that the beneficial ownership of the Shares is a relevant consideration. It would, thus, be convenient to deal with the relevance of the dispute over the beneficial ownership of the Shares in the present application.

……

36. During the course of oral submissions, Mr Alder rightly submitted that it is not right to resolve the dispute as to the beneficial ownership of the Shares by way of affidavit evidence only. Mr Wong fairly agreed that this court cannot at this stage determine whether the plaintiff is indeed holding the Shares on trust for the Father.

37. In Re China Merchants Kin Swiss Transportation Company Limited HCMP 333/2014, unreported, 16 July 2014, there was a pending proceeding to determine the issue of beneficial ownership of the applicant’s shares, G Lam J at paragraph 13 said: [[13] was quoted] …

38. In that case, G Lam J made an order that the hearing of the originating summons be adjourned sine die pending the determination and resolution of the issues of the ownership of 52,000 shares registered in the name of CAU. That appears to me to be a very sensible approach. However, in the present case, there is no pending application to determine the beneficial ownership of the Shares. I have drawn parties’ attention to this case and ascertained if the defendants would like to make any application for adjournment so that the issue of the beneficially ownership of the Shares can first be determined. The defendants’ stance, however, is not to seek any adjournment. In such circumstance, albeit there is a reasonably arguable case that the plaintiff holds the Shares on trust for the Father, this court does not take into account the issue of beneficial ownership of the Shares in determining whether the application is made in good faith and for proper purposes.

Discussion and reasons for my decision

29.  The applications in China Merchants and Wong Sau were both based on the jurisdiction established by section 740 of the Ordinance. As the Plaintiff pointed out, that section sets out certain conditions for relief which do not apply to applications under sections 430/435 and 618/620. Section 740 applies to a much wider range of documents than sections 430/435 and 618/620 (“any record or document of the company”). Further, the applicant must show that they satisfy the shareholding condition (that it holds at least 2.5% of the voting rights in a company or that there are five members or more acting together) and that the application is made in good faith and for a proper purpose.

30.  These are clearly pre-conditions to the exercise of the jurisdiction. It is clear that G Lam J in China Merchants was satisfied that the dispute as to beneficial ownership of the relevant shares raised an issue going and as to jurisdiction and whether the applicant was able to satisfy the good faith and proper purpose condition (see [13]). If the applicant was not the beneficial owner of the shares and was acting inconsistently with the wishes of the person who claimed, as a party to the proceedings, to be the beneficial owner, they could not show that they were (or at least there was a serious issue raised as to whether they could be said to be) acting in good faith and for a proper purpose. In circumstances where there was a serious issue as to whether the Court had jurisdiction to grant the relief sought, an adjournment or stay was appropriate. In Wong Sau DHCJ Wong SC was satisfied that it was reasonably arguable that the applicant was not the beneficial owner of the shares and the party claiming to be the beneficial owner was a party (as the first defendant) to the application although proceedings relating to the dispute as to beneficial ownership had not been commenced. DHCJ Wong SC asked the defendants whether they wished to apply for an adjournment while the dispute was adjudicated but they decided not to do so. It seems likely that DHCJ Wong SC would have granted the adjournment although I assume that he would at least have required the defendants to give an undertaking promptly to issue proceedings relating to the disputed beneficial ownership.

31.  In cases where the application is made under sections 430/435 and 618/620 the position, as it seems to me, is different. These sections give the registered member the clear and unqualified right to inspect and be given copies of a limited range of core documents. The difference between the drafting of those sections and section 740 is stark. It appears that the legislative intent was to provide registered members with a summary right exercisable against the relevant company to access this limited range of important and easily located documents. The company can easily ascertain whether the applicant is entitled to the relevant documents by ascertaining whether they are the registered member and if the applicant satisfies this requirement, the company should and is required to allow inspection or provide copies. It is not envisaged that the company needs to or indeed should make inquiries beyond that. The authorities dealing with section 740 are clearly distinguishable. As I have said, in those cases there was a dispute as to whether the jurisdictional conditions were satisfied. That is not the case here.

32.  In this case, the Defendant’s statutory duty is to comply with the request from the registered member. It has no duty or business to challenge the right of the registered member.

33.  The position of a person claiming to be the beneficial owner of the relevant shares or entitled to an immediate transfer of such shares is different. They may bring proceedings against the registered member asserting their rights and seeking suitable relief in those proceedings, including an interlocutory injunction to prevent the registered member from exercising their rights qua shareholder including their statutory rights under sections 430/435 and 618/620.

34.  In the present case, neither Panven nor the Defendant have done so. It appears that the Defendant has, very recently, in HCA 1666/2025 sought a final injunction restraining the Plaintiff from exercising his rights in respect of the D and V shares but has not sought interlocutory relief prohibiting from doing so. Panven has also not asserted or commenced proceedings in relation to its claim to be the beneficial owner of the F shares and is not a party to this application. However, as Dr Suen has explained in his evidence, this is through no fault of his. Panven will not do so at present (Panven would only be able to do so with the consent of the Plaintiff and his wife) and Dr Suen has applied for interim relief by way of the appointment of interim receivers of the shares in Panven (who if appointed could change the directors of Panven so that the new directors would be able to assert Panven’s alleged rights as beneficial owner of the F shares). The very considerable delay in adjudicating on that application and in appointing interim receivers is certainly not the fault of Dr Suen and I certainly accept that Dr Suen has a very good reason for why he has been unable to obtain interim relief that would allow Panven to assert its claim to be the beneficial owner of the F shares held by the Plaintiff.

35.  I accept that it is in principle open to the Court to grant a case management stay (which is what in my view G Lam J granted in China Merchants and DHCJ Wong SC was considering in Wong Sau) on the application of a party even in cases where the application for inspection and copies is made under sections 430/435 and 618/620 provided that the requirements for such a stay are made out. I accept that Dr Suen has put forward an arguable case that the F shares held by the Plaintiff are held on trust and the Defendant has made out an arguable case that the Plaintiff has agreed and is under an obligation to transfer the D and V shares to it. I also accept, as I have just noted, that Dr Suen had given a good reason as to why Panven has been unable to assert its claim as beneficial owner against the Plaintiff (and therefore why it has been unable to apply for interim relief to restrain him from making the application), although I do not see why he could not have sought to be joined as a party to make his case for a stay. I also do not consider that the Defendant has satisfactorily explained or justified why it has failed to seek an interlocutory injunction to restrain the Plaintiff from making this application. It seems to me that the person seeking a stay needs to be a party to the application (or to give an undertaking to be joined as a party) and show a good reason why he cannot seek or has not sought interim relief (to restrain the exercise of by the registered shareholder of his rights) against the registered member in the proceedings in which he asserts a claim to be the beneficial owner of or to be entitled to an immediate transfer of the shares (or at least that a failure to obtain such interim relief is a relevant factor to be taken into account when considering whether to grant a stay).

36.  But the important point is that since, as I have said, sections 430/435 and 618/620 provide a summary jurisdiction entitling the registered shareholder to obtain (rapidly and without undue cost) the limited range of documents covered by the sections, a dispute and challenge as to whether the registered member is also the beneficial owner of the shares provides an insufficient basis and justification for a case management stay. The unqualified statutory right is given to the registered member. This is particularly the case where the application for the stay is made by the relevant company (the Defendant) which is not concerned with beneficial interests in the shares (even though the Defendant is seeking to protect the position of the party claiming to be the beneficial owner.

37.  This is also the position in a case where the claim is that the registered member is under an immediate obligation to transfer the shares (which is the claim, as I have noted, made by the Defendant). The claimant’s direct protection and remedy is by way of interim relief against the registered member in the proceedings in which his claim is asserted. Indirect action by way of an application to stay the registered member’s unconditional statutory right is inappropriate, save in a case where the claimant is a party to the application to be stayed, can show a good reason why it has been unable to obtain such interim relief and a real risk of serious or irreparable prejudice.

38.  I note that Dr Suen asserted (at [75] of his Affirmation) that the documents covered by the Plaintiff’s application “contain sensitive and confidential information of [the Defendant]. Prejudice will be caused to the Defendant if a non-shareholder gets hold of it. This is especially the case when [the Plaintiff] is now running his own betting operation business in Taiwan which is a direct competitor of [the Defendant].” But the Plaintiff is a shareholder in the relevant sense for the purpose of his application and a mere assertion that he owns and manages a business that competes with the Defendant without any particulars of what it does and how the information to be provided pursuant to the application could cause material prejudice to the Defendant is wholly insufficient to make out a case of a real risk of serious or irreparable prejudice.

39.  For these reasons, it seems to me that in the circumstances of this case, there is no proper basis for declining to grant the Plaintiff the order that he seeks, and I shall therefore grant his application. The parties should seek to agree the order to be made as to costs but if they are unable to do so, I shall deal with the costs issue on the papers.