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Xu Shengheng & another v Cheung Kwan
HK Court of First Instance, 5-Mar-2012
Deputy Judge Louis Chan Kong Yiu is wrong in law in para 42. An interest in shares arises under a forward purchase agreement (SFO s322(5)(a)). Security interests in shares are also counted under the SFO, unless the pledgee is exempt (as banks, brokers and insurers are). Secondly, the audited accounts at 30-Sep-2008 show that the convertibles were actually issued on 31-Mar-2008, apparently in breach of the agreement (since the profit guarantee had not yet been tested). Given that the notes were issued, the SDI notices were correct to include the 680m underlying shares as derivative interests under the SFO, so para 36 and 37 of the judgment are wrong too. Para 38 misinterprets the announcement of 14-Sep-2010: the notes were not converted at that point.
Organisations
People
- Aggarwal, Navin Kumar 高誠德
- Chan, Katherine Wai Kay 陳蕙姬
- Chan, Louis Kong Yiu 陳江耀
- Cheung, Freada Kwan 張軍
- Soo, Peter Kok Beng 蘇國明
- Xu, Shengheng 徐生恆
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