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, on appeal, the Court of Appeal set aside the order made at first instance and held that the writ should be struck out as defective for failing to comply with O.15, r.12A of the Grand Court Rules.
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 | |