Hundred Gain International Holding Limited v Cheng Mei Holdings Ltd and ors

 [2023] HKCFI 2705, the Court offered further timely guidance on a matter of wide interest in Hong Kong: the registrability of an agreement for the sale and purchase of shares in a property-holding company (and a related Writ) in the Land Registry scheme under the Land Registration Ordinance (Cap. 128) (“LRO”).

The subject property (the “Property”) was held by the 3

 defendant (“Smart Edge”), with the 1

 defendants selling their shares in Smart Edge to the plaintiff by a sale and purchase agreement (“SPA”). Smart Edge then sold the Property to a third party (“Goldstone”) at an allegedly substantial undervalue.

The plaintiff issued a Writ of Summons (“Writ”) seeking, 

, an equitable lien over the Property and to set aside the disposition from Smart Edge to Goldstone under s.60 of the Conveyancing and Property Ordinance (Cap. 219) (“CPO”).

Undertaking a comprehensive review of the relevant authorities, Recorder 

 further clarified the principles relating to the registration of instruments of documents affecting land and 

, and agreed with Smart Edge that neither the SPA, nor the Writ were registrable under s.2(1) of LRO.

The learned Recorder ordered that the Writ and SPA be removed from the pending section of the Registry.

, instructed by Weil, Gotshal & Manges, acted for Smart Edge.

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