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Alex, Bonnie and Charles were partners of a partnership for more than 10 years before they incorporated CBA Ltd to replace the business of the
Alex, Bonnie and Charles were partners of a partnership for more than 10 years before they incorporated CBA Ltd to replace the business of the partnership. They are the directors and the shareholders of the company, and each of them holds one third of the company's shares. The company adopts Model Articles of the Companies Ordinance (Cap 622) as its articles of association. Since one year after the incorporation of CBA Ltd, the deadlock was arisen among themselves. Alex did not communicate with both Bonnie and Charles, while they commence directors' meeting, they always bypassed Alex, that he was unable to know the proposed business development of company. Alex was looked into what happened. Later, in accordance with Alex's investigation, he found the company's business had been diverted to other companies and he perceived why he was excluded from management. Also, when checking to the company's accounting record, he confirmed that part of the company's funds had been utilized to subsidize Charles's business in Australia which was operated by his elder daughter. About one month ago, by a properly convened shareholders' meeting, it was resolved that Bonnie and Charles were to take full responsibility for the management of the company. The resolution was objected by Alex when it was passed. Advise Alex as to whether any unfairly prejudicial conduct has been committed by Bonnie and Charles. Also, advice any remedies available to Alex
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