Case Detail

WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. CHEER CREATION LTD AND ANOTHER

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CACV218/2023WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. HIROSHI TECHNOLOGIES LTD
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[2025] HKCFI 901-EN-2025-02-25

WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. CHEER CREATION LTD AND ANOTHER

HTML content

HCMP 801/2022 and HCMP 802/2022
(HEARD TOGETHER)

[2025] HKCFI 901

HCMP 801/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 801 OF 2022

________________________

	IN THE MATTER OF Cheer Creation Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)
	and
	IN THE MATTER OF section 21L of the High Court Ordinance (Cap 4)

________________________

BETWEEN

	WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased)	Plaintiff
	and
	CHEER CREATION LIMITED	1st Defendant
	e-CORPORATE SERVICE LIMITED	2nd Defendant

________________________

AND

HCMP 802/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 802 OF 2022

________________________

	IN THE MATTER OF Elite Giant Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)
	and
	IN THE MATTER OF section 21L of the High Court Ordinance (Cap 4)

________________________

BETWEEN

	WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased)	Plaintiff
	and
	ELITE GIANT LIMITED	1st Defendant
	e-CORPORATE SERVICE LIMITED	2nd Defendant

________________________

(HEARD TOGETHER)

Before:

Hon Harris J in Chambers

Date of Hearing:	25 February 2025
Date of Decision:	25 February 2025

________________________

D E C I S I O N

________________________

1. On 24 June 2022 the Plaintiff issued originating summonses in these two proceedings and sought in [4] an order that:

“An Order pursuant to Section 21L of the High Court Ordinance and the inherent jurisdiction of the Court against the 2^nd Defendant for the delivery up and return of all statutory books, records and other documents of the 1^st Defendant in the 2^nd Defendant’s power, possession and/or custody to the 1^st Defendant by delivering to the Plaintiff, as newly appointed director of the 1^st Defendant, forthwith.”

2. In the circumstances, described in my decision dated 24 January 2025 the Plaintiff agreed to discontinue the proceedings against the 2^nd Defendant. The only issue that needed to be determined by the Court was who was to pay the costs.

3. For the reasons contained in my short decision I determined that the 2^nd Defendant should pay the Plaintiff’s costs of the relevant proceedings such costs to be taxed if not agreed with a certificate for counsel. The 2^nd Defendant has now issued summonses in both proceedings seeking leave to appeal the costs orders to the Court of Appeal.

4. In short, two principal grounds appear to be advanced in support of the 2^nd Defendant’s case that my decision was plainly wrong. The first relates to whether or not it can be said that the Plaintiff was substantially successful in obtaining the documents sought in [4] of the originating summonses. The complaint here seems to be that my decision does not analyse precisely what was sought in the originating summonses and precisely what was obtained in order to reach the decision that I did.

5. This seems to me to be a rather arid point, as [4] sought amongst other things “other documents” of the Company and the suggestion that the records that were provided were not the property of the Company, seems to me to be entirely artificial. It was plain what the Plaintiff sought, why she sought them and that she received documents of the sort that she wanted.

6. The second relates to whether or not the Plaintiff should have reached its decision to discontinue the application earlier. It seems to me that the Plaintiff’s decision was reasonable and I can see no sensible reason for thinking the Court of Appeal might conclude that my reasons and conclusions were sufficiently bad that the Court of Appeal should interfere with my decision.

7. I, therefore, dismiss the two summonses and I will make an order that the 2^nd Defendant pays the Plaintiff’s costs forthwith with a certificate for counsel such costs be taxed if not agreed.

	(Jonathan Harris)
	Judge of the Court of First Instance High Court

Mr Byron Chiu, instructed by Tsang, Chan & Wong, for the Plaintiff (in both actions)

Mr Shaun Elijah Tan, instructed by Keith Lam Lau & Chan, for the 2^nd Defendant (in both actions)

The 1^st Defendant was not represented and did not appear (in HCMP 801/2022)

The 1^st Defendant was not represented and did not appear (in HCMP 802/2022)

HCMP 800/2022, HCMP 801/2022 and HCMP 802/2022

(HEARD TOGETHER)

[2023] HKCFI 2893

HCMP 800/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 800 OF 2022

____________________

	IN THE MATTER OF Hiroshi Technologies Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)

____________________

BETWEEN
	WONG PUI YIN GEORGEANNA (as the administratrix	Plaintiff
	of the estate of WONG CECILIA PUI LUEN, deceased)
	and
	HIROSHI TECHNOLOGIES LIMITED	Defendant
	and
	LEE CHI WANG	Intervener

____________________

AND	HCMP 801/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 801 OF 2022

____________________

	IN THE MATTER OF Cheer Creation Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)
	and
	IN THE MATTER OF section 21L of the High Court Ordinance (Cap 4)

____________________

BETWEEN
	WONG PUI YIN GEORGEANNA (as the administratrix	Plaintiff
	of the estate of WONG CECILIA PUI LUEN, deceased)
	and
	CHEER CREATION LIMITED	1^st Defendant
	e-CORPORATE SERVICE LIMITED	2^nd Defendant
	and
	LEE CHI WANG	Intervener

____________________

AND	HCMP 802/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 802 OF 2022

____________________

	IN THE MATTER OF Elite Giant Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)
	and
	IN THE MATTER OF section 21L of the High Court Ordinance (Cap 4)

____________________

BETWEEN
	WONG PUI YIN GEORGEANNA (as the administratrix	Plaintiff
	of the estate of WONG CECILIA PUI LUEN, deceased)
	and
	ELITE GIANT LIMITED	1^st Defendant
	e-CORPORATE SERVICE LIMITED	2^nd Defendant
	and
	LEE CHI WANG	Intervener

____________________

(HEARD TOGETHER)

Before:

Hon Harris J in Chambers

Dates of Written Submissions:	2, 14, 16, 28, 30 August and 11 September 2023
Date of Decision:	10 November 2023

________________

D E C I S I O N

________________

1. On 28 June 2023 I handed down my decision in respect of Lee Chi Wong’s (“Intervener’s”) applications to stay the Originating Summonses issued by Georgeanna Wong seeking registration as the shareholder of the three Companies subject to the Originating Summonses of which her deceased sister had been the registered shareholder and to convene general meetings of the three Companies to reconstitute the Board. I dismissed the applications to stay and made orders on the Originating Summonses.

2. The Intervener in HCMP 800, 801 and 802 and the 2^nd Defendant in HCMP 801 and 802 seek leave to appeal the decision. It is not necessary to repeat the details of the applications as they are explained in my decision. The detailed procedural history of this matter is relevant. The Originating Summonses were all issued on 24 June 2022. The Intervener issued summonses to intervene on 7 July 2022. On 7 September 2022 orders were made by Ng J for the filing of evidence in respect of the applications to stay, the listing of the applications and for the Originating Summonses to be stayed pending the determination of the interlocutory summonses. The 2^nd Defendant in HCMP 801 and 802 informed my Clerk that it did not intend to participate in the Intervener’s applications and I granted leave for it to be excused. The 2^nd Defendant had also been excused from attendance at the hearing of the interlocutory summonses when they were first heard by Ng J on 7 September 2022.

3. There being nothing in the 2^nd Defendant’s solicitor letters to the court to suggest otherwise, I assumed that the 2^nd Defendant took a neutral position in respect of the matter generally. When the Intervener’s applications came on for hearing I adjourned them in order to allow the Plaintiff and the Intervener to attempt to agree how the boards of the three Companies should be constituted pending the determination of a dispute over the beneficial ownership of the shares registered in the Plaintiff’s sister’s name and directing that if agreement was not possible I would dispose of the matter on paper. Unfortunately, the Parties could not reach an agreement. I took the view that as the Intervener’s evidence and submissions necessarily dealt with his opposition to the Originating Summonses there was no point in having a further hearing and also determined the Originating Summonses. I assumed given its previous stance that the 2^nd Defendant was neutral in respect of the Originating Summonses. However, the 2^nd Defendant now applies for leave to appeal on the grounds that it was prevented from opposing the Originating Summonses because, so far as I can glean from the papers (the 2^nd Defendant’s supporting affirmation of August Hui not being entirely consistent with counsel’s written argument) the 2^nd Defendant was not the company secretary for any of the three Companies and did not have any relevant papers. If this is correct the 2^nd Defendant will argue, I assume, that it should not have been made a party and no order should have been made against it. Although it would have been sensible for the 2^nd Defendant’s solicitors to have made it clear to the Court, particularly when it wrote to the court prior to the first hearing on 7 September 2022, that although it took a neutral stance in relation to the stay application it opposed the Originating Summonses, I accept that I proceeded on the mistaken assumption that the 2^nd Defendant was neutral as to the order to be made on the Originating Summonses in HCMP 801 and 802 (which I note did not involve a costs order being made against the 2^nd Defendant) and as a consequence an order was made on those two Originating Summonses without the 2^nd Defendant having the opportunity to oppose them. I will, therefore, give leave to the 2^nd Defendant to appeal the orders against it in HCMP 801 and 802, stay the orders against the 2^nd Defendant and order that the costs of the application are costs in the appeal.

4. It does not follow that the orders made against the 1^st Defendant in the three proceedings were wrongly granted. The Intervener’s application for leave to appeal makes two broad parts. The first relates to my reasons for dismissing the stay application. These are simply an attempt to reargue the case and I see no merit in them. The second is similar to the 2^nd Defendant’s ground for seeking leave, namely, that the Intervener did not have the opportunity to oppose the Originating Summonses. I have already explained that I took the view that the Intervener had had the opportunity to advance evidence and submissions in opposition to the Originating Summonses, albeit the evidence and submissions were filed in respect of the applications for a stay, but there was nothing to suggest that the Intervener had any more to say either by way of evidence or argument if the stay application failed as the grounds for seeking a stay could be the only grounds for opposing the Originating Summonses. It seems to me that in the circumstances proceeding as I did was consistent with Order 1A, r1 and r2 of the Rules of the High Court (Cap 4A) as they enabled the proceedings to be determined expeditiously and cost effectively and did, as required by r2(2), ensure the just resolution of the dispute in accordance with the substantive rights of the parties. I, therefore, dismiss the Intervener’s application for stay and for leave to appeal and make a costs order nisi that the Intervener pays the Plaintiff’s costs, such costs to be taxed if not agreed.

(Jonathan Harris)
Judge of the Court of First Instance
High Court

Written Submissions by Ms Eva Sit SC and Mr Byron Chiu, instructed by Tsang, Chan & Wong, for the plaintiff (in all actions)

Written Submissions by Ms Sara Tong SC and Mr Eugene Kwan, instructed by Iu, Lai & Li, for the intervener (in all actions)

Written Submissions by Ms Astina Au, instructed by Keith Lam Lau & Chan, for the 2^nd defendant (in HCMP 801/2022 & HCMP 802/2022)

HCMP 800/2022, HCMP 801/2022 and HCMP 802/2022
(HEARD TOGETHER)

[2023] HKCFI 1663

HCMP 800/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 800 OF 2022

____________________

	IN THE MATTER OF Hiroshi Technologies Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)

____________________

BETWEEN
	WONG PUI YIN GEORGEANNA (as the administratrix	Plaintiff
	of the estate of WONG CECILIA PUI LUEN, deceased)
	and
	HIROSHI TECHNOLOGIES LIMITED	Defendant
	and
	LEE CHI WANG	Intervener

____________________

AND	HCMP 801/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 801 OF 2022

____________________

	IN THE MATTER OF Cheer Creation Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)
	and
	IN THE MATTER OF section 21L of the High Court Ordinance (Cap 4)

____________________

BETWEEN
	WONG PUI YIN GEORGEANNA (as the administratrix	Plaintiff
	of the estate of WONG CECILIA PUI LUEN, deceased)
	and
	CHEER CREATION LIMITED	1^st Defendant
	e-CORPORATE SERVICE LIMITED	2^nd Defendant
	and
	LEE CHI WANG	Intervener

____________________

AND	HCMP 802/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 802 OF 2022

____________________

	IN THE MATTER OF Elite Giant Limited
	and
	IN THE MATTER OF sections 158, 159, 570 and 633 of the Companies Ordinance (Cap 622)
	and
	IN THE MATTER OF section 21L of the High Court Ordinance (Cap 4)

____________________

BETWEEN
	WONG PUI YIN GEORGEANNA (as the administratrix	Plaintiff
	of the estate of WONG CECILIA PUI LUEN, deceased)
	and
	ELITE GIANT LIMITED	1^st Defendant
	e-CORPORATE SERVICE LIMITED	2^nd Defendant
	and
	LEE CHI WANG	Intervener

____________________

(HEARD TOGETHER)

Before:

Hon Harris J in Chambers

Date of Hearing:	26 April 2023
Date of Decision:	28 June 2023

________________

J U D G M E N T

________________

1. The Plaintiff has issued three originating summonses seeking orders in respect of three companies, Hiroshi Technology Limited (“Hiroshi”), Cheer Corporation Limited (“Cheer”) and Elite Giant Limited (“Elite”) to register the Plaintiff’s name, as the administratrix of her Sister Wong Cecilia Pui Luen (“Cecilia”), as the shareholder of shares registered in Cecilia’s name and for convening a general meeting at which the Plaintiff reconstitute the boards of the three companies of which, prior to her death, Cecilia was the sole director. Cecilia died intestate on 18 December 2020 and letters of administration were granted to her Sister, the Plaintiff, on 4 May 2021. There is nothing unusual in an application of this sort. They are common when a person dies owning a company of which they are either the sole shareholder or one of two shareholders in a company with a quorum of two for general meetings and are either the sole director or one of two and the board needs to be reconstituted in order for the company to function lawfully. Such applications are commonly uncontroversial, and orders of the type sought by the Plaintiff are routinely granted pursuant to sections 158, 159, 570 and 633 of the Companies Ordinance, Cap. 622. However, the present case is more complicated.

2. There are also three summonses issued by Lee Chi Wang seeking to intervene in each of the applications in order that the applications can be stayed pending the determination of his claim in HCA 176/2022 to be the beneficial owner of the shares of each company registered in Cecilia’s name. The Plaintiff does not object to Mr Lee’s intervention but opposes the stay. The Plaintiff disputes Mr Lee’s claim and says that the Companies cannot be left without directors until the determination of the action, which is at an early stage as their statutory obligations need to be dealt with. Mr Lee is concerned apparently that Hiroshi conducts an active hi-fi business that he manages and that if control of it passed to the Plaintiff irreversible damage may be done to it. It seemed to me that clearly it would be best if the Parties could agree an arrangement between themselves to deal with the need for the Companies to have a board and ensure that the commercial value of the Companies was retained pending resolution of the High Court Action. I proposed this at the hearing to counsel and it was agreed that this was the best course, and the application was adjourned. Unfortunately, they have not been able to agree the matter between themselves and the applications need to be determined. The applications are best approached by considering Mr Lee’s evidence first.

3. Cecilia was an asset manager at BNP. Mr Lee met her in about 1992/1993 and they started a romantic relationship. They never married, but the relationship continued until Cecilia’s death from cancer. There is no suggestion that Mr Lee (or for that matter Cecilia herself) was unaware that Cecilia had terminal cancer. There is no evidence from either Party about why Cecilia, knowing she was dying did not prepare a will.

4. Mr Lee explains that Cecilia would advise him on management of his assets and investments. He trusted her. As a result, he gradually transferred ownership and control of the Companies to Cecilia. In about 2002 Cecilia acquired Cheer and Elite for the purposes of holding two properties in Hennessy Road on trust for him. Initially they both held one share in each Company and both were directors. In 2004, when the need for all companies to have two members was abolished, Mr Lee transferred his share in each of Cheer and Elite to Cecilia and resigned as a director. He says that he and Cecilia agreed that he held these assets as his nominee and that consistent with this Cecilia executed blank instruments of transfer and bought and sold notes in respect of the shares registered in her name in both Companies. Mr Lee still has some of these documents. Cheer and Elite were also used as holding companies for seven other companies established by Mr Lee.

5. The position in respect of Hiroshi is different. Hiroshi was incorporated in 1984. It had 300 issued shares. 299 registered in Mr Lee’s name; one registered in the name of Honest Securities Nominees Limited as Mr Lee’s nominee. Hiroshi carried on business selling and distributing professional audio products. In 1999 Mr Lee was requested by Matsushita Kazuo to focus his attention on a joint venture the two had established in Hong Kong, Audio Technica (Greater China) Limited. Audio Technica is a fairly well known Japanese audio company. As a consequence, in 1999 Mr Lee transferred the one share of Honest Securities Nominees Limited in Hiroshi to Cecilia. In July 1999 Hiroshi issued 19,700 HK$100 shares to Cecilia. They were issued as fully paid, the consideration being the debit of HK$1,970,000 from Mr Lee’s director’s account. In March 2004 Cecilia was appointed as a director in place of Mr Lee. Until April 2004 Mr Lee retained 299 shares in Hiroshi in his own name. On 6 April 2004 he transferred 298 shares to Cecilia and one share to Cheer Creation for HK$1 in each case. Hiroshi was an active company, which Mr Lee says he continued to run. Cecilia was not involved in its management. I do not understand this to be in dispute, although the Plaintiff suggests it was with Cecilia’s oversight. Mr Lee’s principal concern is that if the Plaintiff becomes the sole director (or she and her Brother become a director) they will interfere in the running of a successful business.

6. I do not have to assess for the purposes of determining the two substantive applications before me the relative strength of the Parties cases on ownership of the shares in the Companies. However, it does seem to me that the following facts and matters are relevant to the applications I have to determine.

(1)  Mr Lee does not explain why (on his own case) he allowed himself to be persuaded to transfer control of what would appear to be a large proportion of his valuable assets. The suggestion in one of his affirmations that there was a period when he was travelling a lot and it was convenient sounds at best naive.
(2)  Mr Lee does not explain why he did not ask Cecilia to execute a declaration of trust.
(3)  Mr Lee does not explain why there is nothing in writing other than some instruments of transfer and bought and sold notes, which is consistent with his version of events—no letters, no emails or any other document in which Cecilia expressly acknowledges she was his nominee.
(4)  Mr Lee does not explain why he did not ask Cecilia to put something in writing recording what he says was their arrangement once it became apparent that her illness was unfortunately likely to be fatal.
(5)  Mr Lee does not suggest in the evidence before me that the Plaintiff knew that Cecilia held the shares in the Company on behalf of Mr Lee.

7. Even if Mr Lee is correct, he has dealt with control of his assets very unwisely and is the author of his own misfortune. A company must have a functioning board in order to operate lawfully. The suggestion that the Companies are left incapable of operating lawfully is unsatisfactory. I will dismiss Mr Lee’s application for a stay. The originating summonses were not listed before me for hearing on 26 April 2023, but having dismissed Mr Lee’s application it seems to me that the order sought by the Plaintiff should obviously be granted and it is unnecessary to have the originating summonses listed for a further hearing. I will accept the undertaking offered by the Plaintiff not to dispose of the assets of Cheer and Elite without the leave of the court and not to dispose of the assets of Hiroshi other than in the normal course of its business and make the orders sought by the Plaintiff. As I have said the stay application I will dismiss. I make an order nisi that the costs of the inter partes summons are paid by Mr Lee with a certificate for counsel and there be no order as to the costs of the originating summonses, which was necessary in any event.

(Jonathan Harris)
Judge of the Court of First Instance
High Court

Ms Eva Sit SC and Mr Byron Chiu, instructed by Tsang, Chan & Wong, for the plaintiff (in all actions)

Ms Sara Tong SC and Mr Eugene Kwan, instructed by Iu, Lai & Li, for the intervener (in all actions)

Attendance of Keith Lam Lau & Chan, for the 2^nd defendant (in HCMP 801/2022 & HCMP 802/2022), was excused

The defendant (in HCMP 800/2022) was not represented and did not appear

The 1^st defendant (in HCMP 801/2022) was not represented and did not appear

The 1^st defendant (in HCMP 802/2022) was not represented and did not appear

Dates of Written Submissions:	11, 25 November and 13 December 2024
Dates of Written Submissions in reply:	2 and 13 December 2024
Date of Decision on costs:	24 January 2025

	(Jonathan Harris)
	Judge of the Court of First Instance
	High Court