Disclaimer: These articles do not constitute legal advice and seek to set out the general principles of the law. Detailed advice should therefore be sought from a legal professional relating to the individual merits and facts of a particular case. The photographs included in this document are for decorative purposes only and should not be taken as a depiction of any matter related to the cases summarised. The views and opinions expressed in these articles are solely those of the members authoring them and do not necessarily reflect the official policy or position of Denis Chang’s Chambers, or of any other member or members of Denis Chang’s Chambers.
Insights
This edition of DCC Commercial Digest features a selection of significant judgments released in November 2025. Curated by Albert Wan and Thomas WK Wong, this issue highlights six noteworthy cases, each accompanied by a concise summary. Our aim is to provide valuable insights into recent legal developments and enhance understanding of critical issues in commercial law.
Summary of Cases
Case 1: "Fails to proceed to convene": clarifying the board's duty upon shareholder requisition
Oriental Textile Products Limited (東方紡織有限公司) (a company incorporated in Hong Kong) v Asia Television Holdings Limited (亞洲電視控股有限公司) (a company incorporated in the Cayman Islands) [2025] HKCFI 5387
Date of Decision: 7 November 2025
Coram:DHCJ Gary CC Lam
The board of directors failed to convene an EGM upon requisition by shareholders. The learned DHCJ upheld the validity of the EGM convened by shareholders given the board’s failure to “proceed to convene” an EGM. This case also sheds light on the steps needed for the board to answer a requisition by shareholders to call an EGM.
Case 2: No defence in delegation: court finds director breached duties of care and independent judgment
Hansom Finance Limited (in creditors' voluntary liquidation) v Yang Haoying [2025] HKCFI 5278
Date of Decision: 7 November 2025
Coram: Au-Yeung J
This case concerns a former director who had approved uncommercial and unsecured loans. It was an instance where an honest but unreasonable belief or view held, and the delegation of duty, provided no answer to the director’s breach of his duty of care, duty to exercise independent judgment, and duty to act bona fide in the best interest of the company.
Case 3: Share ownership battle: court rejects summary judgment on "fraud exception" and declines interim receivership
Suen Wai Mo v Lam Hong Ki [2025] HKCFI 5475
Date of Judgment: 13 November 2025
Coram: Coleman J
Two factually interrelated claims were made on the respective beneficial ownerships of shares of two investment companies. The Plaintiff made a summary judgment application in respect of one company’s shares and an interim receivership application over both companies’ shares. After a period of 4 years and 7 months, the Judge dismissed the summary judgment application, concluding that the fraud exception (since abolished in December 2021) applied, and also dismissed the interim receivership application. Denis Chang SC and Thomas WK Wong et al appeared for the successful Defendants.
Case 4: Court of Appeal guidance on non-party costs order against company director
Target Insurance Co Ltd v Nerico Brothers Ltd [2025] HKCA 1024
Date of Judgment: 17 November 2025
Coram: Chu VP, Barma and Au JJA
The Court of Appeal provided guidance on the exercise of discretion to order a non-party director to pay costs, in the context of an insolvent company pursuing a hopeless appeal. The Court affirmed that directors of an insolvent or nearly insolvent company owe a duty to consider creditors' interests. Where a director causes the company to pursue a frivolous appeal without a bona fide belief in its merits or benefit to the company—particularly by failing to consider the major creditor's interests—a personal costs order against the director may be justified.
Case 5: Court of Appeal guidance on order to submit affidavit and provision of information under section 286B of Cap 32
Lau Siu Hung and Kwok Sin Kwan (being the joint and several liquidators of Tom Ip & Partners, Architects, Engineers & Development Consultants Limited (in liquidation) v P&T International Inc [2025] HKCA 1032
Date of Judgment: 18 November 2025
Coram: Chu VP and G Lam JA
The Court of Appeal allowed an appeal by liquidators, ordering a third party to submit an affidavit under section 286B of Cap. 32, and clarified the scope of "power" over documents. The Court held that a person's duty to provide information extends to documents within its "custody or power," where "power" means a presently enforceable legal right to obtain them. Merely affirming a lack of possession is insufficient if no inquiry has been made of former agents or directors who may hold relevant company records.
Case 6: Court of Appeal guidance on an application to adduce fresh evidence on appeal in the case of a judgment obtained by fraud
Grade One Ltd and Others v Chow Chin Yui, Angela and Others [2025] HKCA 1051
Date of Judgment: 25 November 2025
Coram: Kwan VP, Barma JA and G Lam JA
The Court of Appeal set aside a summary judgment and admitted fresh evidence on appeal, clarifying the principles for establishing a judgment was obtained by fraud. The Court held that to prove fraud, one must show (1) conscious and deliberate dishonesty, (2) that such dishonesty was causative of the judgment, and (3) that the new evidence is "material" to the original evidence. Where an applicant shows a "reasonable prospect of success" in establishing fraud, the strict diligence requirement under Ladd v Marshall may be relaxed, provided the evidence is credible and would likely have an important influence on the outcome.