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Case details

Tianrui (International) Holding Company Ltd (Appellant) v China Shanshui Cement Group Ltd (Respondent) (Cayman Islands)

Case ID: JCPC 2023/0002

Jurisdiction: Court of Appeal of the Cayman Islands

Case summary

Issue

Whether a minority shareholder has standing to bring a personal claim against a company where the board of directors of that company had allegedly exercised their powers to issue and allot shares for the improper purpose of diluting the shareholding of the minority shareholder.

Facts

The Respondent is a producer of cement in the People's Republic of China. The Appellant is one of four major shareholders in the Respondent, along with Asia Cement Corporation (ACC), China National Building Materials (CMBM) and China Investment Company Limited. The dispute arises out of a battle for control of the Respondent. The Appellant alleges that certain bonds and shares were issued and allotted to parties connected to or affiliated with ACC and CNBM for the purpose of diluting the Appellant's shareholding and/or obtaining control of the Respondent.

The Appellant issued a writ seeking declaratory relief against the Respondent, pleading that (i) the bondholders were parties connected to ACC and CNBM; and (ii) the issue and allotment of the bonds and shares was an improper exercise of the Respondent's powers. In response, the Respondent filed a summons seeking an order that the writ be struck out.

The Grand Court of the Cayman Islands ruled in favour of the Appellant refusing to strike out the Appellant's writ. However, the Court of Appeal allowed the Respondent’s appeal, and the writ was struck out.

The Appellant now appeals to His Majesty in Council seeking to reinstate the writ against the Respondent.

Parties

Appellant

Tianrui (International) Holding Company Ltd

Respondent

China Shanshui Cement Group Ltd

Appeal

Justices

Lord Hodge, Lord Briggs, Lord Sales, Lord Leggatt, Lord Richards

Hearing start date

12 March 2024

Hearing finish date

13 March 2024

Watch hearing
12 March 2024 Morning session Afternoon session
13 March 2024 Morning session  

Judgment details

Judgment date

14 November 2024

Neutral citation

[2024] UKPC 36