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HCMP 443/2015
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 443 OF 2015
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IN THE MATTER of Section 27 of the High Court Ordinance (Cap 4), Order 32A of the Rules of the High Court (Cap 4A), and the inherent jurisdiction of the Court
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BETWEEN
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SIBERIAN MINING GROUP COMPANY LIMITED |
Plaintiff |
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and
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ZHI, CHARLES (also known as “CHI CHANG HYUN”,
“CHANG CHI HYUN”, “ZHI CHARLES”,
“CHARLES ZHI” and “CHARLES CHI”) |
Defendant |
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| Before: Hon G Lam J in Court |
| Date of Hearing: 30 September 2015 & 20 June 2016 |
| Date of Reasons for Judgment: 29 June 2016 |
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R E A S O N S F O R J U D G M E N T
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1. The is an application by the plaintiff (“SMG”) by originating summons for a number of orders pursuant to section 27 of the High Court Ordinance (Cap 4) and the inherent jurisdiction of the court to restrain the defendant (“Mr Zhi”) from commencing, issuing or continuing certain proceedings in the courts of Hong Kong. A consent summons dated 20 May 2016 and signed by the parties has been placed before me for certain restraint orders to be made. Despite the parties’ consent, having regard to the nature of the orders sought, I should not make them without an examination of the underlying merits. At the end of the hearing, having done so, I made an order, largely without contest, although there were two specific matters which were argued as mentioned below. Although it was a consent summons I stated that I would hand down brief reasons for my order. These are my reasons.
2. SMG is a company incorporated in the Cayman Islands in 2002. Its shares have since November 2002 been listed on the main board of the Stock Exchange of Hong Kong where they are traded (although there was a suspension of trading from 22 April 2013 to 23 April 2015). The principal businesses of SMG including its subsidiaries are coal mining and mineral resources and commodities trading.
3. SMG had in October 2008 entered into an agreement to purchase a mine in Russia called the Lapichevskaya Mine from a company called Cordia Global Limited (“Cordia”). The consideration for the purchase was in the form of three tranches of convertible notes (“CN”) issued by SMG to Cordia as follows:
(1) First CN of US$253,000,000 issued on 25 May 2009;
(2) Second CN of US$32,000,000 issued in late 2010; and
(3) Third CN of US$443,070,000 issued on 3 April 2013.
4. Issuance of the Third CN was subjected to 2 conditions:
(1) a mining licence for Lot 2 of the mine being obtained; and
(2) “a technical report issued by a technical expert acceptable to the Purchaser and Vendor confirming the proofed and probably coal reserves of lot 2 of the Target Mine being not less than 12,000,000 tons”.
5. From April 2013 onwards Mr Zhi and others have instituted a number of legal actions in relation to SMG. Most of them involve other parties as defendants in addition to SMG. It is the acquisition of the Lapichevskaya Mine and the issuance of the CNs that form the basis of the bulk of the relevant legal proceedings taken out by Mr Zhi. Among other things, it has been alleged that the technical report produced by HASS Natural Resources Limited (“HASS”) and signed by one Herman Tso, which was used to fulfil the second of the conditions for the Third CN, was “false”. In order to commence or continue these proceedings, Mr Zhi had acquired 290,000 shares (about 0.06% of the issued capital) in SMG on 9 October 2014.
6. Many of these actions overlap or are simply repetitive of and needlessly duplicate one another. In the actions brought by Mr Zhi as plaintiff he has acted as a litigant in person. In the actions in which Mr Zhi was not the plaintiff himself, he played an active role and often represented or purported to represent the plaintiff in court hearings.
7. As at 30 September 2015, when the originating summons herein first came before me, there were 15 actions relied upon by SMG none of which had succeeded and some of which had already been discontinued by Mr Zhi or the relevant plaintiffs or struck out by the court.
8. Between 30 September 2015 and 20 June 2016, Mr Zhi started 8 further actions involving SMG, none of which has so far succeeded. During that period of time, however, he also discontinued a number of both the old and the new actions.
9. The relevant actions may be listed as follows:
(1) HCA 721/2013
(2) HCA 206/2014
(3) HCA 227/2014
(4) HCA 1151/2014
(5) HCCW 282/2014
(6) HCA 2247/2014
(7) HCA 43/2015
(8) HCA 160/2015
(9) HCA 168/2015
(10) HCA 284/2015
(11) HCA 347/2015
(12) HCCW 180/2015
(13) HCA 1754/2015
(14) HCA 1821/2015
(15) HCA 1880/2015
(16) HCMP 2439/2015
(17) HCA 2494/2015
(18) HCA 2983/2015
(19) HCCW 392/2015
(20) HCA 584/2016
(21) HCA 1160/2016
(22) HCA 1195/2016
(23) HCA 1618/2016
10. A number of interlocutory applications were also taken out by Mr Zhi in some of these actions, including applications seeking injunctive relief to prevent SMG from holding its annual general meeting, on the basis that its audited financial statements were “wrong”. On 28 August 2015, in a decision rejecting Mr Zhi’s third application for such injunction in HCA 1880/2015, Anthony Chan J said that “[t]he amount of judicial resources spent on Zhi’s actions is breathtaking” and that the application before him was “blatantly an abuse of process of the court”.
11. A table prepared by SMG’s legal representatives setting out the details of the above actions are appended, in an edited form, to this judgment. The actions very broadly fall into the following categories (though this is by no means a complete summary of the nature of the various actions and claims):
(1) Actions seeking to undermine or rescind the CNs issued to Cordia with respect to the acquisition of the Lapichevskaya Mine in 2008. These claims had been pursued in Cases 4, 6, 7, 8, 11, 12, 13, 14, 15, 16, 17, 18, 20 & 21 above.
(2) Actions alleging that Mr Choi Sungmin (alleged to be the sole shareholder and director of Cordia) owes Mr Hyon Hi Hun (father-in-law of Mr Zhi) HK$5,600,000 in unpaid loans, that Mr Choi had caused Cordia to assign or pledge a promissory note no. 7 of US$2,000,000 issued by SMG to Cordia as collateral for that loan, and that SMG is therefore liable to Mr Hyon under the promissory note for US$2,000,000 or else for damages on the basis that the promissory note is a “false instrument”. These claims have been brought in the name of Mr Hyon but prosecuted by Mr Zhi (see Cases 5 & 9) or in the name of Mr Zhi himself (see Cases 7, 8 & 10).
(3) Actions alleging that Cordia (or Mr Choi Sungmin) is liable to Moon Kyung Hyun (believed to be Mr Zhi’s wife or ex-wife) for breach of an agreement described as the “Grant Letter” (in which Cordia had allegedly agreed to grant US$7,400,000 in CNs to Ms Moon) as well as a subsequent “Settlement Agreement” between Cordia and Mr Zhi or Ms Moon to settle the alleged breach of the Grant Letter. These claims have been made in Cases 7, 8, 10, 13 & 15. In Case 15, Mr Zhi’s son (Chi Dong Eun) is co-plaintiff with Mr Zhi.
(4) Actions alleging a breach of an oral agreement between Mr Kim Young Jun with Mr Zhi whereby Mr Kim Young Jun would: (1) guarantee that Mr Zhi receive the funds owed by Mr Choi Sungmin and/or Cordia; (2) allocate 20% of his profits to Mr Zhi; (3) cancel the Third CN. These claims have been pursued in Cases 10, 13 & 15.
(5) Actions concerning a loan of US$7.55 million from Pioneer Centre Limited to SMG. See Cases 17 & 18.
12. I am satisfied, as Mr Zhi himself accepted, that to bring such numerous repetitive actions and applications against SMG, among others, is vexatious.
13. Of these actions, as I understand the position, as at 20 June 2016, all had been discontinued, struck out or stayed (at any rate as against defendants who had been served), with the exception of HCCW 392/2015, HCA 584/2016, HCA 1195/2016 and HCA 1618/2016. On 20 June 2016, I made an order by consent that all further proceedings in HCA 584/2016 and HCA 1195/2016 be stayed as against SMG. That leaves extant HCCW 392/2015 and HCA 1618/2016.
14. The writ in HCA 1618/2016 was issued as recently as on 18 June 2016 (Saturday) against 16 defendants with SMG as the 2nd defendant, and had not been served on any of them as at 20 June 2016 when I heard the present application. Neither I nor Mr Kwok had even had an opportunity of reading it and therefore the order made did not provide for it to be stayed as against SMG. It has since come to my attention that immediately after the hearing on 20 June 2016, Mr Zhi took out a summons in that action for interlocutory injunctions against various parties including the 2nd defendant to restrain them from using any reports or opinions prepared by Herman Tso.
15. The fact that many actions have since been discontinued does not render Mr Zhi immune from an order of the kind sought by SMG. Indeed, as submitted by counsel on behalf of SMG, instituting actions and then discontinuing them, only to issue new actions in their place, is in itself a form of vexatiousness.
16. I have noticed from the papers that by a letter dated 1 April 2016, Herman Tso – the person who signed the report on behalf of HASS – has apparently sought to withdraw the report. On 18 April 2016, SMG began an action in HCA 1016/2016 against HASS and Herman Tso for various reliefs including a declaration that they were not entitled to withdraw the report. An application by SMG for interlocutory injunction was disposed of on the basis of certain interim undertakings given by Herman Tso. On 10 May 2016, a third party notice was issued by the defendants in that action against Mr Zhi, who on the same date issued a fourth party notice against 8 parties. Meanwhile Herman Tso has also apparently been expelled from the register of members of the Australian Institute of Mining and Metallurgy which declared that he had never properly been admitted as a member. Mr Zhi submitted that his position has been vindicated but, in my view, even if, and to the extent that, these developments support Mr Zhi’s previous allegations against the HASS report, they do not negative the vexatious nature of the numerous actions brought by Mr Zhi. Assuming Mr Zhi has a valid point against the HASS report, that does not justify the institution of multifarious actions and applications that are repetitive, contain various claims groundless in law and are therefore vexatious.
17. I have therefore, by consent, made an order against Mr Zhi pursuant to s 27 of the High Court Ordinance (Cap 4) as follows:
“The Defendant be restrained or otherwise be prohibited from commencing or issuing any fresh claims or proceedings in any court in Hong Kong against the Plaintiff by whatever originating process without the leave of one of the following Judges being first obtained, namely:
(1) the Honourable Mr Justice G Lam; or
(2) the Honourable Mr Justice Anthony Chan; or
(3) the Honourable Madam Justice Au-Yeung; or
(4) the Honourable Mr Justice L Chan;
(5) in the event of their unavailability, such other Judge or Judges of the Court of First Instance as the Chief Judge of the High Court may designate,
(“Designated Judge”).”
18. As Lam J (as he then was) pointed out in Secretary for Justice v Ma Kwai Chun [2006] 1 HKLRD 539 at §35, commencing or issuing fresh claims or proceedings is generally understood to include making a counterclaim, which is for many purposes considered in substance an independent action: Hong Kong Civil Procedure 2016, §15/2/4. In accordance with general principles, the concept should be understood as also including the institution of third party proceedings, fourth party proceedings and the like, which are begun when the relevant notice is sealed by the court and issued out of the Registry: Parshad v Chit Hing Construction Engineering [2011] 1 HKLRD 217 at §§93 & 103. I do not think these steps should be excepted from the scope of the restriction ordered. The restriction, however, by consent, applies only to claims or proceedings against SMG.
19. Mr Zhi submitted that the restriction on him on commencing proceedings against SMG should not apply if he is represented by legal practitioners in Hong Kong. On behalf of SMG Mr Kwok resisted this qualification of the order on the ground that there would still be a risk Mr Zhi could engage successive firms of lawyers in order to harass SMG. I am reluctant to think that legal practitioners in Hong Kong would lend themselves to abusive conduct of the kind feared by SMG once they are apprised of the relevant background. It seems to me the risk of prejudice to SMG can be minimized by ensuring that any such legal practitioner will have been made aware of the order I made and the reasons for it. Accordingly, I added a proviso to the above restriction as follows:
“Provided that this restriction does not apply where the originating process has been signed by counsel or solicitors practising in Hong Kong who has or have read this Order and the reasons therefor and certified the same in writing.”
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(Godfrey Lam)
Judge of the Court of First Instance
High Court |
Mr Eugene Kwok, instructed by Baker & McKenzie, for the plaintiff
The defendant appeared in person
Appendix
HCMP 443/2015
List of Actions and Summaries prepared by Plaintiff
Item
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Action no.
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Case 1
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HCA 721/2014 (by Mr Park and Skyline).
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Case 2
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HCA 206/2014 (by Mr Park).
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Case 3
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HCA 227/2014 (by Mr Jeong).
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Case 4
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HCA 1151/2014.
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Case 5
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HCCW 282/2014 (by Mr Hyon).
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Case 6
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HCA 2247/2014.
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Case 7
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HCA 43/2015.
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Case 8
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HCA 160/2015.
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Case 9
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HCA 168/2015 (by Mr Hyon).
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Case 10
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HCA 284/2015.
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Case 11
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HCA 347/2015.
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Case 12
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HCCW 180/2015.
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Case 13
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HCA 1754/2015.
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Case 14
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HCA 1821/2015.
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Case 15
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HCA 1880/2015 (by Mr Chi Dong Eun and Mr Zhi).
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Case 16
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HCMP 2439/2015.
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Case 17
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HCA 2494/2015.
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Case 18
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HCA 2983/2015.
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Case 19
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HCCW 392/2015 (by Mr Zhi as the 3rd Petitioner, together with a Mr Tam Wing Yuen and a Ms Chow Doi Yik Caniel as the 1st and 2nd Petitioners).
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Case 20
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HCA 584/2016.
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Case 21
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HCA 1160/2016.
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Case 22
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HCA 1195/2016.
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Case 23
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HCA 1618/2016.
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Case No.
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Action no.
(Issue Date)
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Nature of action
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Mr Zhi’s involvement
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Status
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1.
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HCA 721/2013
(30 April 2013)
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Derivative action by Mr Park and Skyline against:
° Mr Lim (D1) and various other former directors of the Company (D2-7).
° Cordia (D8).
° The Company (D9).
Alleged that the 3rd CN Conditions were not fulfilled on time, and hence the Company was not obliged to issue the 3rd CN to Cordia.
Sought orders, inter alia, that Cordia return the 3rd CN, and damages against the former directors for breach of duties.
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Mr Park and Skyline were two of the unrepresented defendants in HCA 672/2013 brought by Cordia whom Mr Zhi sought to represent.
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Discontinued on 31 May 2013 (ie 1 month after the writ was issued).
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2.
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HCA 206/2014 (30 January 2014)
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Derivative action by Mr Park (acting in person) against:
° Mr Lim (D1) and various other former directors of the Company (D2-7).
° Mr Choi (D8).
° Cordia (D9).
° The Company (D10).
Alleged, inter alia, that:
° 3rd CN Conditions not fulfilled on time (SoC §§23, 27 & 28(a)).
° 3rd CN Conditions not fulfilled at all as: (1) mining licence for Lot 2 of the Mine not obtained (SoC §§24 & 27); (2) technical report by Dr Herman Tso was a “fabricated, plagiarized, inconsistent and false document” (SoC§§25, 27 &29-33).
Sought orders, inter alia, that Cordia return the 3rd CN and be restrained from assigning the 3rd CN (or any promissory notes, shares and debts of the Company), and damages against the former directors for breach of duties.
(There are also three miscellaneous allegations: (1) that bore holes drilled on the Mine were counterfeit and false (SoC §§34-40); (2) that Cordia/Mr Choi and Mr Lim offered to “sell the management of [P]” to Christopher Chung and Kim Min Kyu to “induce funding” (SoC §§42-45); and (3)fraud/perverting the course of justice by two former directors (Mr Lim and Mr Choi Jun Ho), Cordia and Mr Choi with Kim MinKyu and Master Impact (or its owner, MrKim Young Jun) to “sustain the validity of the 3rdCN and HAAS Technical Report” (SoC §51). No relief with respect to these miscellaneous allegations are, however, sought.
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Mr Zhi sought to represent Mr Park in his (unsuccessful) application for default judgment against all of the defendants: see summons §1. Mr Park was absent at the hearing of his own application (with Mr Zhi attending in his place): see order.
Mr Zhi also made an affirmation in support of the above application for default judgment.
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Discontinued on 18 June 2014.
Costs assessed at HK$50,000 against Mr Park for his unsuccessful application for default judgment remains unpaid.
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3.
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HCA 227/2014 (7 February 2014)
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Derivative action by Mr Jeong (acting in person) against:
° Mr Lim (D1) and various other former directors of the Company (D2-5).
° Mr Choi (D6).
° Dr Herman Tso (D7).
° Cordia (D8).
° The Company (D9).
Essentially the same allegations are made, and the same relief sought, as in Case 2, save that Dr Herman Tso was added as a defendant (and an order that he withdraw his technical report was sought).
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Mr Jeong is a director and sole beneficial owner of Skyline (see SoC §1(a)), and Skyline is one of the unrepresented defendants in HCA 672/2013 whom Mr Zhi sought to represent.
Mr Zhi sought to represent Mr Jeong in his (unsuccessful) application for default judgment against all defendants.
Mr Zhi made two affirmations for the above application for default judgment.
At the hearing, it was alleged that B&M were acting under a conflict of interest by acting for the Company and its directors, and should therefore cease to act. This was rejected by DHCJ Burrell.
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Discontinued on 18 June 2014.
Costs (yet to be taxed) against Mr Jeong for his unsuccessful application for default judgment remain outstanding.
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4.
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HCA 1151/2014 (23 June 2014)
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Derivative action by Mr Zhi against:
° The current directors (D1-6).
° Mr Lim (D7).
° Mr Choi (D8).
° Mr Kim Young Jun (D9), along with his wife (D15) and son (D16).
° Kim Min Kyu (D10)
° Dr Herman Tso (D11).
° Cordia (D12).
° JH CPA (D13).
° The Company (D14).
Essentially makes the same allegations as in Cases 2 & 3, ie
° 3rd CN Conditions not fulfilled on time (SoC §27).
° 3rd CN Conditions not fulfilled at all: (1) mining licence for Lot 2 of the Mine not obtained (SoC §28); (2) technical report by Dr Herman Tso was “fabricated, plagiarized, inconsistent and false” (SoC §§30 & 36-40).
In addition, allegations are also made against other professional third parties whom the Company had engaged to assist on the Mine acquisition, namely SRK Consulting Limited (“SRK did not conduct any fieldwork of even examined the original borehole data”: SoC §18) and Vigers Valuation and Consulting Ltd (“grossly inflated the production schedule of Lap Mine”: SoC §19). Neither SRK Consulting Limited nor Vigers Valuation and Consulting Ltd are, however, named as defendants in this action (SRK Consulting Limited is a defendant in Case 6, and SRK Consulting (Russia) Limited is a defendant in Case 8).
Similar miscellaneous allegations as in Case 2 are also made, namely that: (1) bore holes drilled on the Mine were counterfeit and false (SoC §§41-48); (2) Cordia/Mr Choi and Mr Lim offered to “sell the management control of [P]” to Kim MinKyu to “induce funding” (SoC §§51-54).
In addition, it is alleged that Mr Choi agreed to sell control of the Company and US$300,000,000 of the 3rd CN to Mr Kim Young Jun (SoC §57).
Sought orders, inter alia, that:
° The current directors rescind the 1st, 2nd and 3rd CNs, and pay restitution damages.
° Mr Lim, Mr Choi and Cordia return the 3rd CN, promissory notes and debts, and pay restitution damages of no less than US$280,000,000.
° An injunction restraining Cordia from assigning the 3rd CN, promissory notes, shares or debts.
° Dr Tso withdraw his reports.
° JH CPA not rely on any of Dr Tso’s reports for its audit.
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Mr Zhi was the plaintiff (acting in person).
Mr Zhi applied for an interlocutory injunction to restrain B&M from representing the Company and Mr Lim on the basis of a conflict of interest, and to restrain the Company from “making any payments or incurring any additional debt”. The 1st summons was withdrawn and the 2nd summons dismissed, both with costs totalling HK$20,000 payable to the current directors, Mr Lim and the Company.
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On 21 January 2015, Mr Zhi discontinued his action against Kim Min Kyu and Mr Kim Young Jun and his wife and son (ie D9, D10, D15 & D16).
Mr Zhi’s action against the current directors (D1-6), Mr Lim (D7), and JH CPA (D13) was struck out and dismissed on 26 August 2015 by Order of Anthony Chan J with costs.
Mr Zhi’s action against all remaining defendants was also stayed pending leave from the Cayman Islands Grand Court on 26 August 2015 by Order of Anthony Chan J with costs.
On 14 November 2015, Mr Zhi discontinued proceedings against D14, ie the Company.
On 30 March 2016, Mr Zhi discontinued proceedings against D11.
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5.
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HCCW 282/2014 (10 October 2014)
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Creditor’s winding up petition by Mr Hyon against the Company.
Alleged that the Company was indebted to Mr Hyon for US$2,000,000 under PN 7.
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Mr Zhi appeared as a contributory in support of the petition.
Mr Zhi unsuccessfully applied to be joined as co-petitioner, and was ordered to pay the Company’s costs assessed at HK$16,000 by Harris J on 23 February 2015.
All affirmations (including the verifying affirmation) were made by Mr Zhi (and not Mr Hyon). Mr Hyon filed no evidence whatsoever. Nor did Mr Hyon attend any of the hearings, including the hearing into his own petition.
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Mr Hyon’s petition was struck out and dismissed by G Lam J on 13 March 2015, with costs against both Mr Hyon and Mr Zhi.
Those costs were taxed at HK$506,585.37.
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6.
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HCA 2247/2014 (5 November 2014)
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Derivative action by Mr Zhi against:
° SRK Consulting Ltd (D1).
° Mr Choi (D2).
° Various directors (D3-9), including Mr Lim (D4).
° The Company (D10).
As noted above, in Case 4, Mr Zhi alleged that SRK Consulting Limited “did not conduct any fieldwork of even examined the original borehole data”.
SRK Consulting Limited was made D1 in this action.
Mr Zhi alleged that SRK Consulting Limited was engaged to conduct a due diligence over the Mine’s coal reserves, but had prepared a “faulty and deficient” report, resulting in the Company deciding to acquire the Mine from Cordia who was, as a result, “unjustly enriched”: see SoC §§7-18.
Sought orders, inter alia, that:
° SRK Consulting Limited withdraw its reports.
° Mr Choi be restrained from transferring any CNs, promissory notes or shares of the Company.
° The Company rescind all CNs, promissory notes and debts issued to Cordia.
° Restitution and compensation be paid by all defendants (except the Company).
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Mr Zhi was the plaintiff (acting in person).
Shortly before the call over hearing into two strike out summonses issued SRK Consulting Limited (D1) and Mr Lim (D4), Mr Zhi applied for legal aid (which was later rejected) which resulted in the call over hearing being adjourned for 7 weeks.
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Mr Zhi’s action against SRK Consulting Ltd (D1) was dismissed on 4 March 2015 because Mr Zhi had sued the wrong SRK entity – the actual SRK entity that conducted the due diligence into the Mine was SRK Consulting (Russia) Ltd. Rather than amending his writ, Mr Zhi commenced separate proceedings (Case 8) against SRK Consulting (Russia) Ltd (and others).
Mr Zhi’s action against Mr Lim (D4) was struck out and dismissed on 25 August 2015 by Order of DHCJ Le Pichon with costs.
On 9 October 2015, Mr Zhi discontinued this action as against D2, D3, D5-D9.
On 16 November 2015, Mr Zhi discontinued this action as against D10 (ie the Company).
This action has therefore ended.
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7.
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HCA 43/2015 (7 January 2015)
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Mixed personal and derivative claim by Mr Zhi against:
° Mr Lim (D1).
° Mr Choi (D2).
° Mr Hong (D3).
° The Company (D4).
Alleges that:
° SRK (who is not a party to this action) had “doctored” its report (SoC §7).
° The HASS Technical Report (by Dr Herman Tso) is “simply false” (SoC §23).
° Cordia breached the Grant Letter entered into with Ms Moon whereby Cordia agreed to grant US$7,400,000 of CNs to Ms Moon, and breached a subsequent Settlement Agreement of that dispute (entered into by Mr Zhi with Mr Choi or Cordia) (SoC §§10 & 14).
° Mr Lim is liable for “theft” of the said US$7,400,000 not granted by Cordia to Ms Moon (SoC §14).
° Mr Choi is indebted to Mr Hyon for an unpaid loan of HK$5,600,000; Mr Choi had caused Cordia to pledge PN 7 to Mr Hyon as collateral for this unpaid loan; the PN7 pledged to Mr Hyon is a false instrument (SoC §§15-21).
The personal component seeks orders that:
° Mr Lim and Mr Choi pay Mr Zhi US$7,400,000 (or HK$57,500,000).
° Mr Choi to pay to Mr Hyon HK$5,600,000; (2) cause Cordia to request the Company to assign a US$2,000,000 promissory note to Mr Hyon.
° The Company assign a US$2,000,000 promissory note to Mr Hyon.
The derivative component seeks orders that:
° Mr Choi cause Cordia to return all outstanding CNs and debts issued by the Company.
° Mr Choi be restrained from assigning any CNs, promissory notes or shares of Company.
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Mr Zhi is the plaintiff (acting in person).
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Not progressed beyond pleadings.
(It is understood that on 29 May 2015, Mr Hong and the Company issued a strike out summons against Mr Zhi. On 19 June 2015, it was ordered that the strike out summons be adjourned to a date to be fixed.
On 16 November 2015, Mr Zhi discontinued this action as against D1, D3 and D4 (ie the Company).
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8.
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HCA 160/2015 (19 January 2015)
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Mixed derivative and personal action by Mr Zhi against:
° Mr Lim (D1).
° Mr Choi (D2).
° Cordia (D3).
° SRK Consulting (Russia) Ltd (D4).
° Dr Herman Tso (D5).
° The Company (D6).
Alleges:
° The same claims already made in Case 4, ie that the 3rd CN Conditions were not fulfilled on time or at all (SoC §§27-30).
° The same claims against Dr Herman Tso as already made in Cases 2 & 4 as to his technical report (SoC §§33-36 & 79-80).
° The same claims against SRK as already made in Case 6 (though against what appears to be the correct SRK entity (SoC §§8-20 & 76-78).
° The same claim against Cordia/Mr Choi with respect the Grant Letter with Ms Moon and subsequent Settlement Agreement, as made in Case 7 (SoC §§68-73).
° The same allegation of “theft” against Mr Lim as made in Case 7 (SoC §72).
° The same claims with respect to Mr Choi’s alleged unpaid loan and PN7 pledged to Mr Hyon, as made in Case 7 (SoC §§53-66).
Save as marked in underlinebelow, the same orders as sought in Case 7 are sought with respect to the personal component:
° Mr Lim, Mr Choi and Cordia pay Mr Zhi US$7,400,000 (HK$57,500,000).
° Mr Choi, Mr Lim and Cordia pay Mr Zhi (on behalf of Mr Hyun) HK$5,600,000
° SRK pay damages to Mr Zhi.
° Dr Tso pay damages to Mr Hyon and Mr Zhi.
The derivative component seeks a mix of orders, many of which were already sought in Cases 4, 6 & 7, namely that:
° Cordia return all CNs, promissory notes and other debts issued by the Company.
° Cordia, Mr Choi and Mr Lim be restrained from transferring or exercising any rights with respect to the CNs, promissory notes or shares of the Company.
° SRK withdraw its technical report.
° Dr Tso withdraw the HASS Technical Report and supplementary report.
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Mr Zhi is the plaintiff (acting in person).
On 19 March 2015, G Lam J dismissed an application by Mr Zhi for an interlocutory injunction to restrain the Company from: (1) renewing its mining licence for the Mine; (2) engaging in any activity with respect to Dr Tso’s work; (3) amending the terms of any promissory notes due on 25 May 2015. Mr Zhi did not attend the hearing of his own summons.
Costs of this application payable by Mr Zhi to the Company was assessed at HK$68,274.
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Not progressed beyond pleadings.
On 16 November 2015, Mr Zhi discontinued this action as against D5.
On 4 December 2015, Mr Zhi discontinued this action as against D1 and D6 (ie the Company).
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9.
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HCA 168/2015 (20 January 2015)
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Personal action by Mr Hyon against:
° Mr Lim (D1).
° Mr Choi (D2).
° Cordia (D3).
° The Company (D4).
Mr Hyon alleges that: (1) Mr Choi is indebted to Mr Hyon for an unpaid loan of HK$5,600,000; (2) Mr Choi had caused Cordia to pledge PN 7 to Mr Hyon as collateral for this unpaid loan; (3) the PN7 pledged to Mr Hyon is a false instrument (SoC §§3-18).
Mr Hyon seeks HK$15,500,000 in damages against all of the defendants.
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Mr Hyon (who resides in Seoul, Korea) has listed one of Mr Zhi’s addresses (an office address in Singha Commercial Centre) in his writ.
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Not progressed beyond pleadings.
Mr Hyon discontinued this action as against all of the defendants on 1 February 2016.
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10.
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HCA 284/2015 (5 February 2015)
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Personal action by Mr Zhi against:
° Mr Kim Young Jun (D1).
° Mr Lim (D2).
° Mr Choi (D3).
° Various persons (D4-D18) who are alleged to be “either nominees or agents of” D1, D2 or D3, including Mr Jang and Mr Hong (current directors, D6-7) and Cordia (D18) (SoC §1).
° The Company (D19).
Alleges that:
° Mr Kim Young Jun orally agreed that Mr Zhi would “get back the money owed by the 3rd Defendant [Mr Choi] to myself or to my relatives” and that Mr Kim would give Mr Zhi “20% of the profit he earns from any of the deals that I would be involved in”, but that Mr Kim breached this oral agreement (SoC §§9-20).
° The same claims with respect to the “Grant Letter” and Settlement Agreement with Ms Moon, and “theft” of CNs not granted to Ms Moon, as made in Case 7.
° The same claim against Cordia/Mr Choi with respect the Grant Letter with Ms Moon and subsequent Settlement Agreement, as made in Case 7 (SoC §§21-25).
° The same claims with respect to Mr Choi’s alleged unpaid loan and PN7 pledged to Mr Hyon, as made in Cases 7, 8 & 9 (SoC §§26-42).
Seeks orders that:
° Mr Kim Young Jun (D1) pay compensation to Mr Zhi of HK$60,000,000.
° Mr Lim (D2) and Mr Choi (D3) pay compensation to Mr Zhi of HK$73,000,000 [it is not clear what the basis for this order is or how this sum was arrived at].
° D4-5 & D8-16 (alleged nominees/agents of Mr Kim, Mr Lim and Mr Choi (D1, D2 and D3) be restrained from transferring any assets related to the Company.
° That Mr Jang (D6) and Mr Hong (D7) resign as executive directors of the Company.
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Mr Zhi is the plaintiff (acting in person).
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Not progressed beyond pleadings.
On 16 November 2015, Mr Zhi discontinued this action as against D2, D6, D7 and D19 (ie the Company).
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11.
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HCA 347/2015 (14 February 2015)
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Derivative action by Mr Zhi against:
° B&M (D1).
° Mr Lim (D2).
° Mr Jang and Mr Hong (D3-4).
° The Company (D5).
Alleges that B&M is: (1) acting in conflict of interest by representing both Mr Lim and the Company (SoC §§16-18); (2) rendered negligent advice resulting in the Company issuing the 3rd CN (SoC §§19-22; (3) grossly overcharging its fees (SoC §G).
Seeks orders that:
° B&M make restitution and compensation to the Company for the entire amount of billing since its engagement in early 2013.
° B&M, Mr Lim, Mr Jang and Mr Hong make restitution and compensation to the Company for the wrongful issuance of the 3rd CN.
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Mr Zhi is the plaintiff (acting in person).
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Not progressed beyond pleadings.
On 29 May 2015, B&M issued a strike out summons against Mr Zhi.
On 22 June 2015, Mr Lim, Mr Jang and Mr Hong issued a strike out summons against Mr Zhi.
The hearing of both strike out summons is scheduled to be heard together before G Lam J on 13 October 2015.
Mr Zhi discontinued this action as against D1 on 29 September 2015.
Mr Zhi discontinued this action against D2-D4 on 5 October 2015.
On 9 October 2015, the Company issued a summons for an order that the action be dismissed.
At the hearing on 13 October 2015, G Lam J dismissed the remainder of the action as against D5 (ie the Company), with the Company’s costs to be taxed on a party and party basis. G Lam J also ordered Mr Zhi to pay D2-D4’s costs, to be taxed on a common fund basis.
This action is therefore at an end.
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12.
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HCCW 180/2015 (2 June 2015)
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Contributory’s winding up petition by Mr Zhi against the Company, alleging that:
° “Over the years, your petitioner has made numerous complaints to the Company, the Hong Kong Stock Exchange and the Securities and Futures Commission to rectify the gross mismanagement and misconducts which were unfairly prejudicial to the interest of the members, but no avail” (petition §6).
° The Company’s resumption of trading announcement on 23 April 2015 was “grossly misleading and fraudulent” (petition §7).
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Mr Zhi is the petitioner (acting in person).
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The Company filed evidence in opposition to the petition, indicating that it would seek a dismissal of the petition at the first call over hearing on the basis, inter alia, that no proper grounds for a winding up had been articulated in the petition.
However, less than one day before the first call over hearing into the petition, Mr Zhi applied for legal aid. As a result, the first call over hearing has been adjourned to 28 October 2015.
Legal aid was refused on 16 October 2015. However, as Mr Zhi had not obtained a Registrar’s Certificate, the Petition was further adjourned on 28 October 2015.
On 23 November 2015, Mr Zhi applied for leave to withdraw the Petition. This was granted by Harris J on 4 January 2016, with Mr Zhi to pay the Company’s costs, to be taxed if not agreed.
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13.
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HCA 1754/2015 (4 August 2015)
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Mixed personal and derivative claim by Mr Zhi against:
° Mr Kim Young Jun (D1).
° Mr Choi (D2).
° Mr Lim (D3).
° Mr Jang and Mr Hong (D4-5).
° Various persons/companies alleged to constructive trustees for Mr Choi (D6-13).
° Various companies alleged to be constructive trustees to Mr Kim Young Jun (D14-17).
° The Company (D18).
Alleges, inter alia:
° The same claim against Cordia/Mr Choi with respect the Grant Letter with Ms Moon and subsequent Settlement Agreement, as alleged in Cases 7, 8 & 10, save that the Settlement Agreement is now alleged to have been entered into by Ms Moon (not Mr Zhi) with Cordia (SoC §§3(1)-3(6)).
° The same alleged oral agreement with Mr Kim Young Jun as alleged in Case 10, save that it is also alleged that Mr Kim Young Jun orally agreed with Mr Zhi to cancel the 3rd CN (SoC §§4(1)-4(3)).
° That Mr Choi and Mr Kim Young Jun (or their constructive trustees) had entered into “undisclosed connected transactions” (SoC §§6-9).
° That the 3rd CN was not properly issued, hence: (1) the Company’s audited accounts were “wrong”; (2) the Company should not have resumed trading of its shares on the Stock Exchange (SoC §§20-34 & 38-43).
° “Acts of Dissipation and Unfairly Prejudicial Acts” by Mr Kim Young Jun in selling his shares in the Company, and Cordia partially converting the 3rd CN into shares in the Company and selling the rest of the 3rd CN to Daily Loyal Ltd (D13) (allegedly a constructive trustee to Mr Choi) (SoC §§35-37).
Seeks:
° Declarations that Mr Kim Young Jun owns 43% of P’s shares, holds US$300,000,000 of the 3rd CN, and controls the Company’s management.
° Injunctions against Mr Kim Young Jun from dealing with his shares in the Company for “failure to make proper disclosure”.
° Declarations that Mr Choi holds US$112,000,000 of the 3rd CN, and injunctions to restrain him from dealing with his shares in the Company.
° Declarations that Mr Jang is a “figurehead” for Mr Kim Young Jun and that he “does not speak or understand much English or Chinese”, and his loan to the Company is “bogus”.
° Declaration that Mr Hong gave false information for the Company’s resumption announcement, and accordingly an order for restitution and compensation to the Company “for seriously jeopardizing the credibility of the Company”.
° Various declarations that Mr Lim and D6-D18 hold assets related to the Company on trust for (presumably) Mr Choi or Mr Kim Young Jun, and accordingly injunctions against them from dealing with those assets.
° Orders for the Company to disclose: (1) the Grant Letter; (2) the oral agreement between Mr Zhi and Mr Kim Young Jun; (3) the “undisclosed connected transactions” of Mr Choi and Mr Kim Young Jun (or entities in their camp); (4) reports concerning the Mine acquisition and the 3rd CN.
° Orders for the Company to withdraw its resumption announcement, withdraw approval of the audit reports for 2013, 2014 and 2015, refrain from converting any CNs, and to cancel the 3rd CN.
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Mr Zhi is the plaintiff (acting in person).
On 7 August 2015, L Chan J dismissed an application by Mr Zhi seeking an interlocutory injunction against various defendants to restrain them from voting at the Company’s AGM.
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Pleadings stage.
On 16 November 2015, Mr Zhi discontinued this action as against D3, D4, D5 and D18 (ie the Company).
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14.
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HCA 1821/2015 (11 August 2015)
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Mixed personal and derivative claim by Mr Zhi against:
° Mr Kim Young Jun (D1).
° The current directors (D2-7).
° JH CPA (D8).
° The Company (D9).
Alleges:
° Almost identical allegations to those in Case 13, save that: (1) the Grant Letter/Settlement Agreement claim against Cordia/Mr Choi; and (2) the oral agreement claim against Mr Kim Young Jun, are not included here.
Seeks:
° Almost identical relief, as sought in Case 13, is sought against Mr Kim Young Jun, Mr Jang, Mr Hong, and the Company.
° The removal of all the current directors and the appointment of a receiver to examine the validity of the 3rd CN.
° An order that the current directors and JH CPA pay restitution and compensation to the Company “for seriously jeopardizing the credibility of the Company”.
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Mr Zhi is the plaintiff (acting in person).
On 17 August 2015, Au-Yeung J refused an application by Mr Zhi for an interlocutory injunction to restrain the Company from holding its AGM, with costs assessed at HK$70,000 payable to the Company (which remains unpaid).
(It is understood that on 21 August 2015, Mr Zhi applied for summary judgment against the Company (D9) to withdraw the Resumption Announcement made on 22 April 2015 as to its resumption of trading of its shares. This was subsequently withdrawn by consent on 8 September 2015. On the same day, Mr Zhi issued a fresh summons for summary judgment against the Company for the withdrawal of the Resumption Announcement made on 22 April 2015 and withdrawal of its approval on the Audit Reports for 2013, 2014 and 2015. The summons has been fixed before Chow J on 8 October 2015).
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Pleadings stage.
On 8 September 2015, Mr Zhi amended his statement of claim to: (1) discontinue his claim against JH CPA (D8); allege a breach of duties by the current directors with respect to the Company’s resumption of trading and audited accounts on the basis that they improperly included the 3rd CN (see ASoC §§41-46).
Mr Zhi took out an application for summary judgment against D9 (ie the Company) which was heard by B Chu J on 7 April 2016. However, Mr Zhi discontinued the action against D9 on 6 April 2016 (ie a day before the hearing). At that hearing, Mr Zhi applied to withdraw his application, which was granted. Mr Zhi was also ordered to pay the Company’s costs, summarily assessed at $411,380.
On 16 and 18 November 2015, Mr Zhi discontinued proceedings against D2-D7.
On 6 April 2016, Mr Zhi discontinued proceedings against D9.
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15.
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HCA 1880/2015
(18 August 2015)
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Personal action by Mr Chi Dong Eun and Mr Zhi against the same defendants as in HCA 1754/2015 (above), save that:
° Mr Park is included as a defendant (D16) and is alleged to be a constructive trustee for Mr Kim Young Jun.
° Mr Pang Kwang Ting (D6 in Case 13) and allegedly a constructive trustee for Mr Choi) is not a defendant in this action.
Although SoC §3 alleges that the plaintiffs “are suing on behalf and for the benefit of the Company”, no claim in favour of the Company is actually sought and no part of this action is therefore a true derivative claim.
Alleges:
° Identical claims as already made in Case 13.
° Also alleges that:
° Mr Chi Dong Eun (P1) is the “beneficiary” of: (1) the Grant Letter between Cordia and Ms Moon; (2) the oral agreement between Mr Kim Young Jun and Mr Zhi (SoC §1).
° The Stock Exchange, SFC and the Financial Reporting Council are not “empowered to halt the Annual General Meeting” of the Company (SoC §§51-53).
Relief sought:
° Declarations that Mr Kim Young Jun:
° entered into the oral agreement with Mr Zhi;
° entered into an agreement with Mr Choi to obtain management control over the Company; as a result, appointed new directors over the Company and was assigned US$300,000,000 of the 3rd CN and other debts of the Company;
° is acting in concert with Mr Choi, Cordia and other defendants to have 51% voting power in the Company;
° arranged a loan to the Company;
° instructed Mr Jang and Mr Hong to obtain false opinions from Roma to satisfy the resumption conditions and to approve the irregular audit reports, and to hold an EGM to reset the conversion price of the 3rd CN.
° Orders that Mr Kim Young Jun transfer 20% of his shares, the 3rd CN, and debts in the Company to Mr Chi Dong Eun (P1), and an injunction against Mr Kim Young Jun from dealing with his shares in the Company.
° Declarations that Mr Choi:
o is the sole shareholder and director of Cordia and beneficial owner of D7;
o entered into various agreements with other defendants (as undisclosed connected transactions);
o owns 2,000,000 shares in the Company.
° Injunctions against Mr Choi from disposing of or dealing with his shares or converting any CNs into shares.
° Declarations that Mr Lim is the sole shareholder and director of D7, a lender to the Company, and a trustee for Mr Choi.
° Injunctions against Mr Lim from disposing of or dealing with his shares or converting any CNs into shares.
° Identical relief as sought in Case 13 is sought against Mr Jang.
° Similar relief as sought in Case 16 is sought against Mr Hong. Also seeks:
o declarations that Mr Hong aided and abetted in theft by having the board cancel the original note certificates of the 3rd CN as these had been pledged to third parties including Mr Zhi through the “Grant Letter”.
° Orders that Mr Hong cause the board to withdraw the resumption announcement, audit reports and annual reports, cancel the 3rd CN and recall the converted shares, and rescind the transfer of the 3rd CN from Cordia to D12.
° Declarations that Cordia had breached the Grant Letter by not assigning US$7,4000,000 of the 3rd CN to (presumably) Mr Zhi.
° Declarations that Cordia had breached the Settlement Agreement and “certain oral agreements” to provide cash of US$1,100,000 and US$4,000,000 of new CNs or shares in the Company to Mr Zhi.
° Orders for restitution and compensation of US$7,400,000 against Cordia to Mr Zhi, and injunctions against it dealing with its shares or the 3rd CN.
° Various declarations that D7-17 hold assets related to the Company on trust for Mr Choi/Cordia or Mr Kim Young Jun, and accordingly injunctions against them from dealing with those assets.
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Mr Zhi is the 2nd plaintiff.
The 1st plaintiff, Mr Chi Dong Eun, is Mr Zhi and Ms Moon’s son (SoC §5(1)).
Both plaintiffs are acting in person.
On 28 August 2015, Anthony Chan J refused an application by both plaintiffs for an interlocutory injunction to restrain the Company from holding its AGM, with costs. This was a repeat of the application made before Au-Yeung J in Case 14 on 17 August 2015 and also before L Chan J in Case 13 on 7 August 2015.
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Pleadings stage.
On 16 November 2015, P2 (ie Mr Zhi) discontinued this action as against D3, D4, D5 and D18 (ie the Company).
On 23 November 2015, P1 (ie Mr Chi dong Eun) discontinued this action as against D3, D4, D5 and D18 (ie the Company).
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16.
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HCMP 2439/2015
30 September 2015
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Personal action brought by Mr Zhi against:
° Dr Herman Tso (D1)
° Jang Sam Ki (D2)
° Hong Sang Jun (D3)
° Kelvin Kee Yan Luk (D4)
° Roma Group Limited (D5)
° Siberian Mining Group Company Limited (D6)
Seeks orders that:-
° Dr Herman Tso produce working papers, including feasibility study and environmental impact assessment prior to 27 March 2013, with regard to his estimate of the coal reserves on Lot 2 of the Mine (this estimate being a condition to the issuance of the 3rd CN).
° Dr Herman Tso produce evidence of his qualifications as a mining expert.
° The Company to rescind the 3rd CN if Dr Herman Tso’s working papers or qualifications are found to be insufficient.
° The Company to investigate if there is any wrongdoing on the part of D3 and D4 in making public, without consent, the internal document of an [unidentified] third party.
° Order for D5 to withdraw its views and opinions on the Mine as given to the Company.
° An order for the Company to disclose the financial capabilities of D2. In the event D2 lacks means to give a loan to the Company, for the Company to make necessary further complaints against D2.
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Mr Zhi is the plaintiff (acting in person).
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On 16 and 18 November 2015, Mr Zhi discontinued the proceedings against D2 and D3 respectively.
On 13 January 2016, Mr Zhi issued a Notice of Appointment to hear the originating summons.
On 11 February 2016, D1 took out an application to strike out this action. D4 and D5 took out a similar application on 5 February 2016. Directions were made by Anthony Chan J on 18 February 2016 to adjourn D1, D4 and D5’s Summonses for substantive argument with 1 day reserved.
D6 (the Company) has filed its affirmation in opposition to Mr Zhi’s originating summons in this action on 25 February 2016.
On 30 March 2016, Mr Zhi discontinued proceedings against D1.
On 6 April 2016, Mr Zhi discontinued proceedings against D6 (ie the Company).
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17.
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HCA 2494/2015
(27 October 2015)
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Personal action by Mr Zhi against:-
° Kim Young Jun (D1)
° Jang Sam Ki (D2)
° Hong Sang Jun (D3)
° Pioneer Centre Limited (D4)
° Daily Loyal Limited (D5)
° Siberian Mining Group Company Limited (D6)
Seeks orders that:-
1. Declaration against D1:-
° he controls over 51% voting rights of the Company;
° he has been acting in concert with connected or related party.
° he replaced D2 as the Chairman of the Company; and cause D2 to withdraw the loan facility made to the Company.
2. Declaration against D2:-
° he is a figurehead for D1;
° HKD400,000,000 loan facility provided by him to the Company was made without his knowledge and consent.
3. Order that D2 to resign as director of the Company.
4. Declaration against D3:-
° that he was responsible for aiding and abetting D1 and for tampering with evidence by pursuing a whitewash waiver and replacement of convertible note in order to assist D1's defence against criminal probes in Korea.
5. Order for D3 to resign from directorship from the Company.
6. Declaration against D4 that D4 is a related company to D1 and that USD7,550,000 in loans it made to the Company are a misappropriation of corporate funds and money laundering in favour of the Company.
7. Mandatory injunction against D4 not to dispose of or deal with USD7,550,000 in loans it made to the Company.
8. Declaration against D5:-
° D5 is a related company, influenced by Pang Kwong Ting, who had trust and co-operation arrangements with D1;
° D5 is holding the 3rd CN in trust for D1 and Choi Sung Min.
9. Mandatory injunction against D5 from disposing of or in any way dealing with the 3rd CN until further notice.
10. Declaration against D6 (ie the Company):
° D1 and a number of named persons are connected parties to the Company.
° The loan facility agreement by D2 to the Company is ultra vires;
° The USD7,550,000 in loans from D4 to D6 are ultra vires;
° Accordingly that the Company restate its audited accounts.
11. The Company remove all current directors and its Chief Financial Officer, and seek damages for unfair prejudicial acts against it.
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Mr Zhi is the plaintiff (acting in person).
On 27 October 2015, Mr Zhi took out a summons for an interlocutory injunction against the Company from (a) using or relying on the Loan Facility Agreement extended by D2 to the Company for the purpose of resolving the going concern issue in the Audit Reports; (2) discussing or pursuing the Whitewash Waiver for recapitalisation of the Company's debts and the replacement of the 3rd CN.
The said summons was dismissed by the Chung J on 30 October 2015 with costs summarily assessed at HKD65,283 to be paid by Mr Zhi to the Company.
On 23 November 2015, Mr Zhi took out a summons for an interlocutory injunction to restrain the Company from holding its scheduled board meeting on 27 November 2015 for the approval of its interim results of 30 September 2015.
The said application was dismissed by Recorder S Wong SC on 27 November 2015 with costs summarily assessed at HKD60,000 to be paid by Mr Zhi to the Company.
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On 16 and 18 November 2015, Mr Zhi discontinued this action as against D2 and D3 respectively.
On 14 January 2016, Mr Zhi discontinued this action as against the Company.
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18.
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HCA 2983/2015 (16 December 2015)
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Derivative action by Mr Zhi against:-
° Kim Young Jun (D1);
° Pioneer Centre Limited (D2);
° Han-A-Steel Co, Limited (D3);
° Etron Co, Limited (D4);
° Eid Co, Limited (D5);
° Ehaw Technologies & Information Co Limited (D6);
° Siberian Mining Group Company Limited (D7);
° Rossana Ching Man Chu (D8) (a partner of Troutman Sanders who are solicitors acting for the Company in corporate matters).
Alleges that there was a scheme elicited by D1 to channel funds wrongfully obtained by D1 to the Company. In particular, it is alleged that D3, through D4, D5 and D6 which are listed companies in Korea, lent money to D3, a Korean company said to be a 51% owned by D4. D3 then injected money into its wholly owned subsidiary, D2, who in turn lent money to the Company. Mr Zhi alleges that the defendants are all engaged in a money laundering exercise.
Seeks orders that:-
1. Declaration against D1:-
° he holds over 43% of the outstanding shares of the Company;
° he holds (through its associates and trustees) USD300,000,000 of the 3rd CN and the debts of the Company beneficially held by others;
° he has been acting in concert with a number of parties named.
2. Mandatory injunction against D1 not to dispose of or deal with, including applying for conversion into shares, any debts he holds beneficially in the Company.
3. D1 to pay equitable compensation to the Company.
4. An order to for D2 to forfeit the loans it made to the Company.
5. Mandatory injunction against D3 to D6 restraining them from disposing of or dealing with, including applying for conversion of the loans to shares, of the loans made by D2 to the Company.
6. Declaration from the Company that the loans from D2 are the product of money laundering.
7. The Company to cancel the loans from D2.
8. Various declarations against D8, including she is not the Company’s General Counsel.
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Mr Zhi is the plaintiff (acting in person)
On 15 March 2016, Mr Zhi applied for an interlocutory injunction against D2 restraining it from taking any steps to sell or alter the form of its "Pioneer loans".
The said application was dismissed by G Lam J on 18 March 2016 with costs to D2.
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Mr Zhi applied for summary judgment against the Company by summons dated 14 March 2016.
Mr Zhi discontinued the proceedings against D7 (ie the Company) on 6 April 2016.
On 8 April 2016, Mr Zhi discontinued the proceedings against D2.
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19.
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HCCW392/2015 (17 December 2015)
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Mr Zhi, together with a Mr Tam Wing Yuen, and a Ms Chow Doi Yik Caniel, applied to wind up the Company on just and equitable grounds.
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Mr Zhi is one of the petitioners. All of the petitioners are legally represented by the same firm of solicitors and counsel.
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The call over hearing is 30 March 2016. The Petition was adjourned before Companies Master on 4 May 2016 as the Petitioners failed to obtain the Registrar Certificate.
The Company has issued a summons to strike out the winding up petition. This was adjourned (with directions on the filing of evidence) to 15 July 2016 before Harris J for a case management hearing.
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20.
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HCA 584/2016 (8 March 2016)
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Mixed personal and derivative action by Mr Zhi against:-
° Roma Group Limited (D1)
° Roma Oil Appraisal Limited (D2)
° Roma Oil and Mining Associates Limited (D3)
° Herman Tso (D4)
° Kelvin Kee Yan Luk (D5)
° Yue, Kwai Wa Ken (D6)
° Chan Ka Kit (D7)
° Ko Wai Lun Warren (D8)
° Lou Ming (D9)
° Wong Tat Keung (D10)
° Lim Hosok (D11)
° Choi Sung Min (D12)
° Hong Sang Joon (D13)
° Kaneko Hiroshi (D14)
° Siberian Mining Group Company Limited (D15)
° Forebase International Holdings Limited (D16)
° The Stock Exchange of Hong Kong Limited (D17)
° Financial Reporting Council (D18)
In this action, Mr Zhi alleges that reports and opinions provided Roma (D1-D3, their directors being D5-D10) are “ultra vires and illegal and hence ab initio void”. These reports and opinions were provided to listed companies, namely the Company (D15) and Forebase (D16). (Roma reviewed the reports prepared by HASS/Dr Tso on the instructions of the Company’s auditors).
Mr Zhi also alleges that Dr Tso’s report did not fulfil the conditions for issuance of the 3rd CN.
As for the Stock Exchange (D17) and the Financial Reporting Council (D18), Mr Zhi alleges that the former is “doing a lousy job” and “totally incompetent, and the latter has ignored Mr Zhi’s complaint letters. Seeks order that they review the valuation and technical reports made by Roma. Also seeks an order to repeal Chapter 18 of the Listing Rules.
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Mr Zhi is the plaintiff (acting in person)
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Pleadings stage.
On 15 March 2016, Mr Zhi discontinued this action as against D1, D2, D3, D5, D6, D7, D8, D9 and D10.
On 22 March 2016, Mr Zhi issued a summons for an interlocutory injunction to restrain the Stock Exchange from allowing the Company’s shares to be traded. That has been adjourned for substantive argument on 13 September 2016 before DHCJ Wilson Chan.
On 14 April 2016, the Stock Exchange issued a summons to strike out this action. The first hearing into this summons will be on 27 April 2016.
On 18 April 2016, Mr Zhi issued a summons seeking a declaration that section 22 of the Securities and Futures Ordinance (concerning the Stock Exchange’s immunity) is unconstitutional. This will be heard at the aforesaid hearing on 13 September 2016.
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21.
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HCA 1160/2016 (4 May 2016)
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Generally indorsed writ against the Company (D1), Mr Lim (D2), Mr Hong (current director, D3), Mr Wong Wing Cheong (the Company's company secretary, D4), the Company's auditor (JH CPA, D5) and Access Partners an consultancy & Appraisals Limited (a technical expert engaged by the Company, D6).
Seek declarations that D1-D6 "have engaged in the collusion and conspiracy of account fraud", order that JH CPA withdraw its audit reports for 2013, 2014, and 2015, and Access Partners withdraw all valuation reports done for D1-D5.
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Mr Zhi is the plaintiff (acting in person).
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22.
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HCA 1195/2016
(6 May 2016)
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Action by Mr Zhi against:
Lim Hosok (D1)
Choi Sung Min (D2)
Siberian Mining Group Co Ltd (D3)
SRK Consulting Russia Ltd (D4)
Hong Sang Joon (D5)
Wong Wing Cheong (D6)
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Discontinued.
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23.
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HCA 1618/2016
(18 June 2016)
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