HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED v QUARZ CAPITAL ASIA (SINGAPORE) PTE. LTD. & 3 Ors

Q: Which legislation does [2024] SGHC 153 consider?

The judgment refers to Companies Act (Cap 50). The statutes cited are listed in full on this page, each linking to its primary text.

[2024] SGHC 153 High Court (General Division) 14 June 2024 HC/OA 19/2024 28 min read

6 cases cited (3 SG, 3 foreign) Cited by 1 case

Key facts

Court	High Court (General Division)
Decided	14 June 2024
Judge	Hri Kumar Nair
Charges / claim	Trusts
Counsel	Providence Law Asia LLC, Rajah & Tann Singapore LLP, WongPartnership LLP, Ho Linming, Joel Quek, Koh Swee Yen, Ngo Wei Shing, Ong Pei Chin, Poon Kin Mun Kelvin, Sim Jek Sok Disa, Timothy Hew Zhao Yi, Zhuo Jiaxiang

Source: [2024] SGHC 153, High Court (General Division), decided 14 June 2024 — eLitigation. Updated 3 July 2026.

Catchwords

Trusts — Trustees — Powers — Whether trustee’s power to certify amendments is in the nature of a discretion Trusts — Trust deed — Interpretation — Whether the trust deed prohibits certain unitholders of the REIT from voting at an EGM Trusts — Purpose trusts — Real estate investment trust — Whether internalisation of REIT’s management requires amendments to its trust deed

Practice Areas

Trusts

Judges (1)

Hri Kumar Nair Delivered

Counsel (12)

Providence Law Asia LLC Firm Rajah & Tann Singapore LLP Firm WongPartnership LLP Firm Ho Linming Counsel Claimant Joel Quek Counsel Second To Fourth Defendants Koh Swee Yen Counsel Second To Fourth Defendants Ngo Wei Shing Counsel First Defendant Ong Pei Chin Counsel Second To Fourth Defendants Poon Kin Mun Kelvin Counsel Claimant Sim Jek Sok Disa Counsel Claimant Timothy Hew Zhao Yi Counsel First Defendant Zhuo Jiaxiang Counsel First Defendant

Parties (5)

E-SHANG Infinity Cayman Ltd Defendant E-SHANG Jupiter Cayman Ltd Defendant ESR Group Ltd Defendant HSBC Institutional Trust Services (Singapore) Ltd Applicant Quarz Capital Asia (Singapore) Pte Ltd Defendant

Case Significance

HSBC Institutional Trust Services (Singapore) Ltd v Quarz Capital Asia (Singapore) Pte Ltd and others [2024] SGHC 153 was decided by the General Division of the High Court of Singapore on 14 June 2024, in Originating Application No 19 of 2024, with Hri Kumar Nair J delivering the decision after hearings on 21 and 23 May 2024. HSBC Institutional Trust Services (Singapore) Limited, the trustee of Sabana Industrial Real Estate Investment Trust (Sabana REIT), brought the application for guidance on several issues arising from resolutions passed by unitholders affecting the management of Sabana REIT. The defendants were Quarz Capital Asia (Singapore) Pte Ltd, ESR Group Ltd, E-SHANG Jupiter Cayman Ltd and E-SHANG Infinity Cayman Ltd. On 23 May 2024, the court declared, among other things, that the second to fourth defendants (the ESR Entities) were prohibited from voting at the relevant extraordinary general meeting. The catchwords addressed whether internalisation of the REIT's management required amendments to its trust deed, whether the trustee's power to certify amendments was in the nature of a discretion, and whether the trust deed prohibited certain unitholders from voting at an EGM. Rajah & Tann Singapore LLP acted for the claimant, Providence Law Asia LLC for the first defendant, and WongPartnership LLP for the second to fourth defendants.

[2024] SGHC 153 explained

HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED v QUARZ CAPITAL ASIA (SINGAPORE) PTE. LTD. & 3 Ors ([2024] SGHC 153) is a Singapore judgment decided by the High Court (General Division) on 14 June 2024. It is categorised under Trusts. Within this corpus it has since been cited by 1 other reported Singapore judgment, a measure of how often later decisions have referred to it. This page summarises what the reported decision covers and links the primary sources — the full judgment, the statutes it cites, and the other cases it engages with — so the decision can be read in context. It is reference information, not legal advice, and it does not state the outcome or any holding beyond what the official judgment records.

What is [2024] SGHC 153 about?

HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED v QUARZ CAPITAL ASIA (SINGAPORE) PTE. LTD. & 3 Ors ([2024] SGHC 153) is a High Court (General Division) decision from 2024. Its published catchwords are “Trusts — Trustees — Powers — Whether trustee’s power to certify amendments is in the nature of a discretion”, “Trusts — Trust deed — Interpretation — Whether the trust deed prohibits certain unitholders of the REIT from voting at an EGM”, and “Trusts — Purpose trusts — Real estate investment trust — Whether internalisation of REIT’s management requires amendments to its trust deed”, which indicate the subject matter the judgment addresses. The full reasoning and orders are in the judgment itself, linked below.

Which legislation does [2024] SGHC 153 consider?

The judgment refers to Companies Act (Cap 50). The statutes cited are listed in full on this page, each linking to its primary text.

How influential is [2024] SGHC 153?

Within this corpus, [2024] SGHC 153 has been cited by 1 later reported Singapore judgment. That count reflects references from other decisions held in this corpus only and is a conservative lower bound on how often the case has actually been cited.

Summary

HSBC Institutional Trust Services (Singapore) Limited, as trustee of Sabana Industrial Real Estate Investment Trust, applied to the General Division of the High Court for guidance on issues arising from resolutions passed by unitholders affecting the REIT's management, with Quarz Capital Asia and three ESR entities named as defendants. The issues included whether internalisation of the REIT's management required amendments to its trust deed, whether the trustee's power to certify amendments was a discretion, and whether the trust deed prohibited certain unitholders from voting at an extraordinary general meeting. The court found that the ESR entities were prohibited from voting on the proposed amendments to the extent necessary to effect internalisation, on account of their material interest, and provided its full grounds of decision after the ESR entities filed an appeal.

What was HSBC Institutional Trust Services (Singapore) Ltd v Quarz Capital Asia [2024] SGHC 153 about?

HSBC Institutional Trust Services (Singapore) Limited, trustee of Sabana REIT, sought High Court guidance on issues arising from unitholder resolutions affecting the trust's management, including whether internalisation of the REIT's management required trust deed amendments. Hri Kumar Nair J decided the matter on 14 June 2024.

What did the court decide about the ESR Entities in [2024] SGHC 153?

On 23 May 2024, Hri Kumar Nair J declared that the second to fourth defendants, collectively the ESR Entities (ESR Group Ltd, E-SHANG Jupiter Cayman Ltd and E-SHANG Infinity Cayman Ltd), were prohibited from voting at the relevant extraordinary general meeting of Sabana REIT unitholders.