Background
2 In substance, the prospective proceedings concern a dispute between Gavin Yong Khoon Yap, on the one hand, and Yu Lu, on the other, relating to the ownership, control and management of a number of 'Ultimate Fried Chicken' businesses. The prospective applicants in the proceeding are UFC Enterprise Morley Pty Ltd (first prospective applicant), UFC Enterprise Cockburn Pty Ltd (second prospective applicant) and UFC Trading Enterprise Pty Ltd (third prospective applicant). The prospective respondents are UFC Enterprise Northbridge Pty Ltd (first prospective respondent), UFC Enterprise Hillarys Pty Ltd (second prospective respondent) and Mr Lu (third prospective respondent).
3 UFC Trading is the owner of a business name 'Ultimate Fried Chicken'. It was the company that established the first UFC business and, according to the evidence of Mr Yap, is the company that was intended to be the holder of the issued share capital in other companies to be incorporated to conduct UFC businesses at various locations. Eighty percent of the issued share capital in UFC Trading is held by Dino Sheref. Twenty percent of the issued share capital in UFC Trading is held by Renqiu Zhang. Mr Sheref holds his shares in UFC Trading on trust for Mr Yap. According to the evidence of Mr Yap, Ms Zhang is Mr Lu's mother and she holds her shares in UFC Trading on trust for Mr Lu. Following a dispute concerning the control and management of UFC Trading, Mr Yap and Mr Sheref were appointed directors of that company.
4 UFC Morley conducts a UFC business from premises located in Morley. Seventy percent of the issued shares in UFC Morley are owned by Mr Sheref as trustee for Mr Yap and twenty percent of the shares are owned by Ms Zhang as trustee for Mr Lu. Ten percent of the issued shares in UFC Morley are held by Man Yan Yu, also known as Yannis Yu, who has an interest in the UFC business operated at the Morley site. On 27 November 2024 at a meeting of the shareholders of UFC Morley Mr Lu was removed as a director and Mr Yap was appointed. As a consequence, the directors of that company are Mr Yap and Mr Sheref.
5 UFC Cockburn conducts a UFC business from premises located in Cockburn. Ninety percent of the issued shares in UFC Cockburn are owned by UFC Trading. An ASIC historical company extract records that 10% of the issued shares in that company are owned by Yu-Chieh Wang. According to the evidence of Mr Yap, Ms Wang intended to transfer her shares to UFC Trading in January 2024 and confirmed her intentions to do so by letter dated 28 November 2024. A copy of the letter is an exhibit to Mr Yap's affidavit. On 28 November 2024 by resolution passed by its sole member, UFC Trading, Mr Lu was removed and Mr Yap appointed a director of UFC Cockburn.
6 UFC Northbridge conducts a UFC business from premises located in Northbridge. An ASIC historical company extract records that Mr Lu owns 100% of the issued shares in UFC Northbridge. Mr Lu is the sole director of UFC Northbridge. Mr Yap deposes that it was intended that UFC Trading be the owner of 100% of the issued share capital in that company. Accordingly, there is now a dispute about the beneficial ownership of the shares in UFC Northbridge and, consequently, the extent to which Mr Lu is entitled to exercise the voting shares in that company and remain a director and in control of the management of that company.
7 UFC Hillarys conducts a UFC business from premises located in Hillarys. An ASIC historical company extract records that each of Mr Lu and Ms Yu own 50% of the issued shares in UFC Hillarys. Mr Yap deposes that it was intended that UFC Trading be the owner of 50% of the issued capital in that company. Consequently, there is also a dispute about ownership of that company. As matters stand, Mr Lu is the sole director of UFC Hillarys.
8 Mr Yap deposes that Mr Lu has left Australia, and immediately before leaving Australia, without informing the other directors or shareholders or obtaining their authorisation, Mr Lu increased the bank transfer limits for UFC Cockburn and UFC Morley bank accounts. At that time, Mr Lu had authority to operate the bank accounts of those companies. On 18 November 2024 Mr Lu transferred $50,000 from UFC Morley's bank account to UFC Hillarys' account. On the same day, he transferred $25,000 from UFC Cockburn's bank account to UFC Hillarys' account. On 19 November 2024 Mr Lu transferred $50,000 from UFC Morley's bank account to UFC Hillarys' account and, on the same day, he transferred a further $25,000 from UFC Cockburn's bank account to UFC Hillarys' account. On 26 November 2024 Mr Lu transferred $50,000 from UFC Morley's bank account to UFC Hillarys account. Therefore, Mr Lu made unauthorised transfers of $150,000 from UFC Morley to UFC Hillarys and $50,000 from UFC Cockburn to UFC Hillarys. As a consequence, Mr Lu has the ability, through his sole directorship of UFC Hillarys, to control that company's bank account and $200,000 in funds that Mr Yap contends belongs to UFC Morley and UFC Cockburn. At the time of the transfers, Mr Lu was a director of UFC Morley and UFC Cockburn.
9 Mr Yap deposes of the existence of an alleged written loan agreement by which UFC Morley agreed to lend UFC Hillarys $100,000 signed by Mr Lu as director of each company. Mr Yap deposes that the loan agreement was not authorised by the shareholders of the companies, UFC Trading and Ms Yu. Mr Yap also deposes that UFC Hillarys has upcoming expenditure of $120,000 to fit out leased premises, but he deposes that it was intended that UFC Trading, not UFC Morley, would provide the funding for that fit out.
10 The bank account of UFC Northbridge also remains under the control of Mr Lu as the sole director of that company. Mr Lu set up a facility known as 'Point of Sale' payment at the Northbridge premises so that all revenue from the Northbridge business is directed to the UFC Northbridge's bank account. As a consequence, all trading income from the UFC Northbridge business is under the control of Mr Lu. As of 28 November 2024, the amount in the UFC Northbridge bank account was $332,995.24.