Widow appeals against rejection of Yung Kee Restaurant winding-up

Wife of late shareholder fights rejection of petition to wind up firm that owns restaurant

PUBLISHED : Saturday, 01 December, 2012, 12:00am
UPDATED : Saturday, 01 December, 2012, 3:07am

The wife of late Yung Kee shareholder Kinsen Kam Kwan-sing has appealed against the dismissal of a petition to wind up the company behind the famed roast goose restaurant in Central.

Leung Sui-kwan filed the application as representative of the Kam estate after Mr Justice Jonathan Harris, of the Court of First Instance, ruled against the application - filed by Kinsen Kam before he died in early October - on a technicality.

Despite the latest move, Kinsen Kam's sons said they were still open to talk to their estranged uncle Ronald Kam Kwan-lai over the sale of his late brother's 45 per cent stake.

Harris decided on October 31 that Yung Kee Holdings, an investment vehicle, was an offshore company in the British Virgin Islands that had not established a place of business in Hong Kong. He dismissed the case, saying the court had no jurisdiction to deal with it.

But the judge made clear that if not for the technicality, he would have ordered Ronald Kam's camp to buy Kinsen Kam's shares because the latter had been "unfairly prejudiced".

Leung argued in her notice of appeal filed in the High Court that the judge erred in law by failing to consider the "substantial connections" the company had with the city.

The company's affairs have been managed by directors at the Yung Kee Building office in Central, the paper says. All meetings of its board of directors were also held there.

All the board resolution documents were also signed by directors and shareholders at the building. Dividends were also paid to the shareholders in Hong Kong, the document says.

"All corporate activities of the company and its wholly owned subsidiaries were carried out in Hong Kong and mostly at the office at 5/F Yung Kee Building," it says.

"The court is required to look at the economic entity of the entire group instead of focusing on separate legal entities of various companies," lawyers for Leung argue.

They are asking the Court of Appeal to order that Yung Kee Holdings be wound up. Alternatively they want the court to order Ronald Kam to buy their shares at its market value without any discount, taking into account that he and his son had unfairly prejudiced Kinsen Kam's interest.

Hardy Kam Shun-yuen, younger son of Kinsen Kam, said: "We are open to talk as long as the common intention is to reach a fair and reasonable deal."

Kinsen Kam's estate is expected to pay legal costs, estimated at about HK$30 million, to Ronald Kam.