EAC TRANSPORTATION SERVICES (HONG KONG) LTD v. LIU CHI TAT STEPHEN AND OTHERS

HCMP 2934/2016

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2934 OF 2016

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J U D G M E N T

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1.  This is an application under section 290 of the Companies (Winding up and Miscellaneous Provisions) Ordinance, Cap 32, for setting aside a dissolution order.

2.  The dissolution was a voluntary one commenced by members’ resolution on 18 June 2014.  It fell within section 239(4) of Cap 32, in that the final account and the return of the holding of the meeting were filed with the Companies Registrar on 4 May 2016 and three months expired on 3 August 2016.

3.  The present originating motion was issued on 1 November 2016 and hence within two years of the date of dissolution.

4.  The applicant was a minority shareholder of the company, holding 30 per cent of the ordinary shares.  It claims that certain former directors of the company and a former majority shareholder were likely to have committed misfeasance and/or breaches of directors’ duties in relation to the company’s affairs.  Those former directors have allegedly, without proper authorisation, caused the company to enter into unfair agreements with EAC Prosperity Logistics Enterprises Limited and made secret profits to the detriment of the company.

5.  Different views have been presented to the then joint liquidators as to whether or not to enter into litigation on that claim of the applicant.  Despite the liquidators giving time and proposal for litigation fund to be provided by the applicant, the applicant had not come up with a proposal acceptable to the liquidators.

6.  The final meeting was concluded on 28 April 2016 and at that stage, the company was solvent.

7.  The applicant wants the company to pursue the litigation against the directors and former majority shareholder with the litigation fund which it now says are ready to be provided by it.

8.  The applicant is a person who appears to be interested within the meaning of section 290 of Cap 32.  The conditions in section 290 are all satisfied.  All the respondents take a neutral stance to this application.

9.  I make an order along the lines suggested by the Companies Registrar as per the letter dated 12 April 2017.