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Lau Wai Yin Amy And Another v Poon Chung Kwong Peter And Another

Judgment Cited authorities 1 Cited in 1 Precedent Map Related
Vincent
Judgment Date26 March 2019
Neutral Citation[2019] HKCFI 1056
Year2019
Judgement NumberHCMP64/2019
Subject MatterMiscellaneous Proceedings
CourtCourt of First Instance (Hong Kong)
HCMP64/2019 LAU WAI YIN AMY AND ANOTHER v. POON CHUNG KWONG PETER AND ANOTHER

HCMP 64/2019

[2019] HKCFI 1056

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 64 OF 2019

_____________

IN THE MATTER of SUNRISE AIR CONDITIONING EQUIPMENT LIMITED (旭日空調設備有限公司) (Company No. 677424)
and
IN THE MATTER of Sections 159 and 633 of the Companies Ordinance (Cap 622)

_____________

BETWEEN
LAU WAI YIN AMY(劉慧燕) and Plaintiffs
PANG SHEUNG YICK (彭商益)
(as the joint administrators of the estate of
PUN SHEUNG WAI JOSEPH (彭商偉), deceased)
and
POON CHUNG KWONG PETER (潘重光) 1st Defendant
SUNRISE AIR CONDITIONING EQUIPMENT 2nd Defendant
LIMITED (旭日空調設備有限公司)

_____________

Before: Hon G Lam J in Chambers
Date of Hearing: 26 March 2019
Date of Decision: 26 March 2019

_________________

D E C I S I O N

_________________

1. This seems to me to be a straightforward case of the administrators of a deceased shareholder seeking the transfer of the shares in the company into their name, for the purpose of the due and proper administration of the estate. The deceased shareholder was Joseph Pun, who passed away on 19 February 2018, having been apparently a 61% shareholder, the company’s secretary, and one of the two directors of the company, together with Mr Peter Poon, the 1st defendant.

2. The plaintiffs are the joint administrators of the estate of the late Joseph Pun, pursuant to letters of administration granted on 17 July 2018. The plaintiffs gave notice under section 158(1) of the Companies Ordinance (Cap 622) for the transfer of shares, but the company had not sent any notice of refusal within two months or registered the transfer.

3. The company’s articles are relevantly in the form of the provisions of Table A in the predecessor Companies Ordinance (Cap 32). Regulation 30 of Table A provides that any person becoming entitled to a share in consequence of the death of a member may elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee, though the directors shall in either case have the same right to decline registration as they would have had in the case of a transfer of the share by the member before his death. In the case of a transfer by a member in his lifetime, regulation 26 of Table A, like the statute, also requires that the directors, where they refuse to register a transfer, to send to the transferor and transferee notice of the refusal within two months.

4. On the evidence, the company had neither resolved to refuse to register the transfer nor given any notice of refusal, nor is there any basis for objection raised against the transfer in the correspondence I have seen.

5. The plaintiffs’ affirmation was served on the defendants on 16 January 2019. The defendants did not file any evidence within 4 weeks, as required by O 28, r 1A(4), that is, by 13 February 2019. Even now, over another 40 days later, the defendants have not filed any evidence in opposition.

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1 cases
  • Yeo Boon Ann And Another v Marspan Ltd And Another
    • Hong Kong
    • Court of First Instance (Hong Kong)
    • 16 September 2021
    ...relies on In Re Bentham Mills Spinning Company (1879) 11 Ch D 900, and draws analogy from Re Sunrise Air Condition Equipment Ltd [2019] HKCFI 1056 and Lui Fung He v Chartersince Surveyors (Hong Kong Commercial) Ltd [2018] HKCFI 1481, in the context of property vesting in an administrator up......

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