CR-2022-BRS-000101 - [2025] EWHC 2291 (Ch)

I turn now to the objections to the amendments on the grounds that they lack clarity as to the basis of the allegation made (see [14], [15], [16], [17], [28](g)).

I can deal with the first four paragraphs together. In paragraph 14 of the petition it is alleged that

“R2 is an investment shareholder in the HLHP Group company and a franchisee of Happy Lamb. He approached P1 and P2 in September 2017 to be partners in establishing ‘Happy Lamb’ hotpot restaurants in the UK. He owns 7,000 shares in Oriental and 1,000 shares in R8.”

In paragraph 15 of the petition it is alleged that

“R3 signed the 2017 and 2018 Co-operation Agreements referred to below on behalf of R1. He owns 1,000 shares in R8.”

In paragraph 16 of the petition it is alleged that

“R4 is the founder and owner of the Happy Lamb brand. At all material times, he has been or has acted as a director of R1. He is colloquially thought of amongst the Petitioners and/or described by them as ‘the Chairman’. No-one becomes or ceases to be a shareholder in Oriental without R4’s approval. He owns 9,739 shares in Oriental and 2,316 shares in R8. R4’s stake of less than 10% is for tax reasons. However, R4 controls the entire global Happy Lamb business. For the avoidance of doubt, R4 is primarily responsible for all of the unfairly prejudicial acts or decisions in the conduct of Oriental’s affairs set out hereinbelow.”

In paragraph 17 of the petition it is alleged that

“R5 was employed as head chef at Oriental in about July 2019. The Petitioners understand that he was appointed a director of Oriental and R8 on 22 January 2020, but resigned from both positions on or about 29 June 2023. It is understood that he owns 10,000 ordinary shares in Oriental. He formerly owned 1,000 shares in R8”.

The active respondents complain that it is unclear as to the basis on which the various respondents have shareholdings in the sixth and the eighth respondents. I do not think that it is incumbent on the petitioners to make any allegation as to how the respondents acquired their shareholdings. The petitioners allege that an identified respondent has a specified shareholding in a particular company or companies. That is clear enough. There is nothing in these complaints.

In paragraph 28(g) of the petition it is alleged that

“In or about April 2018, P1 became the registered owner of the entire issued share capital in P5”.

The active respondents complain that the basis for this pleading is unclear, “in circumstances where [the petitioners] have previously been seeking rectification in respect of [the fifth petitioner] in light of Peijin Hong still apparently holding the legal title to the shares”. The only paragraph of the new petition referring to Peijin Hong is paragraph 20, which pleads that 15 of the 43 shares in In-Touch were originally held (in 2017) by Peijin Hong. There is no inconsistency between that pleading and the pleading in this paragraph. It is true that the petitioners do not plead any act by which the shares held by Peijin Hong were transferred to the first petitioner. But I do not think that is required of them, at any rate at this stage. There is nothing in this complaint.