1. The Petitioner (now deceased) and the 1st Respondent were brothers and shareholders of Yung Kee Holdings Limited (the “Company”). The Company was incorporated in the British Virgin Islands in 1994 but not registered in Hong Kong. The Company is the ultimate holding company of a group of companies operating a core restaurant business represented by the Yung Kee Restaurant. 2. The Petitioner presented a petition against the Respondents and alleged that the affairs of the Company were carried out in a manner which was unfairly prejudicial towards him. He sought an order under section 168A of the former Companies Ordinance for the 1st Respondent to buy his shares in the Company, and alternatively, an order that the Company be wound up on the just and equitable ground under section 327(3)(c) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32). 3. The trial judge dismissed the petition and held that the Company did not establish a place of business for the purposes of section 168A or have sufficient connection with Hong Kong for the purposes of section 327(3)(c). The trial judge nevertheless held that the affairs of the Company were carried out in a manner that is unfairly prejudicial to the Petitioner’s interests. The Court of Appeal dismissed the Petitioner’s appeal, but reversed the trial judge’s finding on unfair prejudice. The Petitioner appealed to the Court. 4. The Court held that the courts of Hong Kong have no jurisdiction to make an order under section 168A in this case. There was no evidence that the Company had or needed an office in the Yung Kee Building or kept its books and records there. The Company did not keep a share transfer or share registration office in Hong Kong. It held no board or general meetings prior to April 2009, and since then there were only 8 written resolutions of the Company or its directors, which were all concerned with internal matters. Therefore, the Court found that the Company had not established a place of business in Hong Kong. 5. However, the Court found that there was sufficient connection between the Company and Hong Kong for the purposes of section 327(3)(c). The Court held that the requisite connection can be established through the Company’s shareholders and subsidiaries. In this case, the shareholders and directors of the Company and its subsidiaries are resident in Hong Kong. The Company’s underlying assets and the business carried on by its sub-subsidiaries are all located in Hong Kong. The income of the Company is derived from the business in Hong Kong. The Company’s administrative decisions as well as the relevant events giving rise to the dispute all took place in Hong Kong. In the light of these compelling factors, the Court held that the requirement of a sufficient connection with Hong Kong is satisfied. 6. The Court proceeded to consider the petition on its merits. The Court agreed with the trial judge that there was a mutual understanding that each brother was entitled to participate in the business and had to be properly consulted. The intention of the late Kam Shui Fai, who founded the business and controlled the Company when he was alive, was for his two sons to run the business together. This mutual understanding had been breached by the 1st Respondent, who excluded the Petitioner from being properly consulted in the business. The Court concluded that it is just and equitable to wind up the Company. 7. Accordingly, the Court allowed the appeal unanimously and made an order winding up the Company. The Court ordered that the winding up order be stayed for 28 days to give the parties an opportunity to agree the terms on which the Petitioner’s shares in the Company might be purchased in the event that agreement could be reached. If no such agreement is concluded, the winding up order will take effect automatically.