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Choi Tak Lan And Others v Ng Wing Hong And Another

Judgment Cited in Precedent Map Related
Vincent
Judgment Date27 July 2007
CourtHigh Court (Hong Kong)
Judgement NumberHCMP2671/2006
Subject MatterMiscellaneous Proceedings
HCMP002274/2006 NG WING HONG v. CHOI TAK LAN AND OTHERS

HCMP 2274/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2274 OF 2006

______________________

BETWEEN

NG WING HONG Plaintiff
and
CHOI TAK LAN 1stDefendant
HO KWOK KIT 2nd Defendant
LEE CHI LUEN 3rd Defendant
DATA WORLD TECHNOLOGY (CHINA) LIMITED 4th Defendant

HCMP 2275/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2275 OF 2006

______________________

BETWEEN

NG WING HONG Plaintiff
and
CHOI TAK LAN 1stDefendant
HO KWOK KIT 2nd Defendant
LEE CHI LUEN 3rd Defendant
DATA WORLD COMPUTER & COMMUNICATION LIMITED 4th Defendant

HCMP 2276/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2276 OF 2006

____________

BETWEEN

NG WING HONG Plaintiff
and
CHOI TAK LAN 1stDefendant
HO KWOK KIT 2nd Defendant
LEE CHI LUEN 3rd Defendant
NEXUS SOLUTIONS LIMITED 4th Defendant

(CONSOLIDATED BY THE ORDER OF THE HONOURABLE MR JUSTICE BARMA
DATED 17th JANUARY 2007)

______________________

HCMP 2670/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2670 OF 2006

______________________

BETWEEN

CHOI TAK LAN 1st Plaintiff
HO KWOK KIT 2nd Plaintiff
NG WING HON 3rd Plaintiff
SUEN KIT YEE KITTY 4th Plaintiff
LEE YEUNG FAI 5th Plaintiff
and
NG WING HONG 1stDefendant
DATA WORLD TECHNOLOGY (CHINA) LIMITED 2nd Defendant

HCMP 2671/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2671 OF 2006

______________________

BETWEEN

CHOI TAK LAN 1st Plaintiff
HO KWOK KIT 2nd Plaintiff
NG WING HON 3rd Plaintiff
SUEN KIT YEE KITTY 4th Plaintiff
LEE YEUNG FAI 5th Plaintiff
and
NG WING HONG 1stDefendant
NEXUS SOLUTIONS LIMITED 2nd Defendant

HCMP 2672/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2672 OF 2006

______________________

BETWEEN

CHOI TAK LAN 1st Plaintiff
HO KWOK KIT 2nd Plaintiff
NG WING HON 3rd Plaintiff
SUEN KIT YEE KITTY 4th Plaintiff
LEE YEUNG FAI 5th Plaintiff
and
NG WING HONG 1stDefendant
DATA WORLD COMPUTER & COMMUNICATION LIMITED 2nd Defendant

(CONSOLIDATED BY THE ORDER OF THE HONOURABLE MR JUSTICE BARMA
DATED 1st MARCH 2007)

______________________

Before : Mr Recorder P Fung SC in Chambers

Date of Hearing : 11 July 2007

Date of Handing Down Judgment : 27 July 2007

______________________

J U D G M E N T

______________________

THE PROCEEDINGS

1. There are 6 Originating Summonses before me. They are as follows : -

(i) HCMP No. 2274/2006;
(ii) HCMP No. 2275/2006;
(iii) HCMP No. 2276/2006;
(iv) HCMP No. 2670/2006;
(v) HCMP No. 2671/2006 and
(vi) HCMP No. 2672/2006.

(They will hereinafter be referred to by their respective numbers, e.g. “HCMP 2274”, “HCMP 2275” and so on.)

2. The proceedings under (i), (ii) and (iii) in paragraph 1 above were all issued on 4th November 2006. They were consolidated by the Order of Barma J. on 17th January 2007. The Plaintiff in all three proceedings is Ng Wing Hong also known as Ben Ng (“Ben Ng”). They relate to 3 companies respectively : -

(i) HCMP 2274 – Data World Technology (China) Limited (“Data China”);
(ii) HCMP 2275 – Data World Computer & Communication Limited (“Data World”);
(iii) HCMP 2276 – Nexus Solutions Limited (“Nexus”).

(This set of proceedings will hereinafter be referred to together as “Ng’s Proceedings”.)

3. The Proceedings under (iv), (v) and (vi) in paragraph 1 above were all issued on 20th December 2006. They were consolidated by another Order of Barma J. on 1st March 2007. There are 5 Plaintiffs in each of those proceedings, namely : -

(i) Choi Tak Lan (“Choi”);
(ii) Ho Kwok Kit (“K K Ho”);
(iii) Ng Wing Hon (“W. H. Ng”) (who is not the same person as Ben Ng, the Plaintiff in Ng’s Proceedings);
(iv) Suen Kit Yee Kitty (“Suen”) and
(v) Lee Yeung Fai (“Y F Lee”).

The proceedings relate to the same 3 companies : -

(i) HCMP 2670 – Data China;
(ii) HCMP 2671 – Nexus;
(iii) HCMP 2672 – Data World.

(This set of proceedings will hereinafter be referred to together as “Choi’s Proceedings.”)

4. Each of the 3 companies has been made a defendant in the relevant proceedings in the two sets of proceedings for the obvious reason that they are necessary parties. The companies, however, are not represented.

5. Mr. C. Y. Li appears as Counsel for the Plaintiff in Ng’s Proceedings and for the 1st Defendant (Ben Ng) in Choi’s Proceedings. Mr. Ivan Cheung appears as Counsel for the Defendants other than the 3 companies in Ng’s Proceedings and for the Plaintiffs in Choi’s Proceedings.

6. The relief claimed in respect of each company in each set of the proceedings are the same and both Counsel have indicated to me that for all practical purposes I should just concentrate on HCMP 2275 and HCMP 2672 both of which relate to Data World, being the flagship in the group of companies involved in the dispute between the two camps, because the facts and evidence relating to all 3 companies are the same for practical purposes.

THE RELIEF CLAIMED

7. The relief claimed in HCMP 2275 are as follows : -

“ …………………… the plaintiff ………………………………... claims against the defendants for the following relief under Section 114B of the Companies Ordinance (Cap. 32) :
(1) that an Annual General Meeting of Data World Computer & Communication Limited (the “Company”) may be convened by the Court for the purpose of considering and if thought fit passing as Ordinary Resolutions the Resolutions set forth in the Schedule hereto;
(2) that the Court may give directions as to the manner in which the said Meeting is to be called, held and conducted and all such ancillary and consequential directions as it may think expedient, including a direction that one member of the Company present in person or by proxy shall be deemed to constitute a meeting.
(3) the defendants do pay the costs of this application, to be taxed, if not agreed.”

8. The relief claimed in HCMP 2672 are as follows : -

“ ………………… the following court orders and/or such orders as the court thinks fit, against the 1st and 2nd Defendants, pursuant to the Articles of Association of the Company and the Companies Ordinance Cap. 32, that : -
(1) the extraordinary general meeting of shareholders of the Company held on 30th November 2004 was illegal, invalid and void and ought to be set aside; and the resolutions passed therein namely (1) the creation of additional 237,436 ordinary shares of HK$1.00 each and (2) the approval for the purpose of section 57B of the Companies Ordinance given to the directors of the Company to issue the said 237,436 shares to shareholders be declared void;
(2) the said 237,436 shares allotted to the shareholders NG WING HONG (149,274 shares), CHOI TAK LAN (50,006 shares), SUEN KIT YEE KITTY (31,282 shares) and LEE YEUNG FAI (6,874 shares) by the directors of the Company on 30th November 2004 to be declared invalid, null and void, and that the said allotment ought to be cancelled;
(3) the extraordinary general meeting of shareholders of the Company held on 20th June 2005 and its adjourned meeting held on 27th June 2005 was invalid and the resolutions passed therein be declared void;
(4) the annual general meeting of shareholders of the Company held on 8th June 2006 and its adjourned meeting held on 15th June 2006 was invalid and the resolutions passed therein be declared void;
(5) the 1st and/or 2nd Defendants do pay the costs of and occasioned by this application.”

THE CONDUCT OF THE PROCEEDINGS

9. Both sets of proceedings were fixed before me for one day on 11th July 2007. At the commencement of the hearing, I raised queries as to whether the case would finish in one day and whether Choi’s Proceedings could be decided on affidavit evidence without any of the deponents being called to give oral evidence and be subject to cross-examination.

10. As regards my first query, it was the consensus of Counsel that I should deal with Ng’s Proceedings first and then adjourn Choi’s Proceedings to another date to be fixed. As it turned out, some time was taken up by Counsel in the course of the day for the purpose of coming to some sort of agreement or arrangement but without success, and the hearing on Ng’s Proceedings did not finish until about 5.45 p.m. when I reserved judgment on Ng’s Proceedings and said that I would give directions for the further conduct of Choi’s Proceedings.

11. As regards my second query, Mr. Li said that his position was quite open in the sense that he was not insisting on one way or the other. On the other hand, Mr. Cheung wavered a bit. At one stage, he said he was not sure that Choi’s Proceedings could be decided on affidavit evidence, then he changed his mind and said that they could be decided just on the documents. Later on in the day, he indicated that he might wish to convert Choi’s Proceedings into proceedings by writ of summons and then changed his mind again and said that he would not do that.

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