A Shanghai court ruled Wednesday that the two minority shareholders of a project to develop a 9.22 billion yuan ($1.48 billion) site on the Bund broke the law when they sold their stakes without giving the project's other shareholder a fair shot at buying them out first.

The decision, though likely to be appealed, gives the case's plaintiff, a subsidiary of Shanghai-based real estate giant Fosun International Ltd, an opportunity to buy the remaining 50 percent stake in the project from two of the defendants, Hangzhou Greentown Hesheng Investment Co and Shanghai Zendai Property Ltd Co.

The Fosun subsidiary, Zhejiang Fosun Commercial Development Ltd Co, sued Hangzhou Greentown and Shanghai Zendai last year after the two companies sold the subsidiaries that owned their shares in the project to two units of the Beijing-based commercial real estate developer SOHO China. The sale gave SOHO a 50 percent stake in the project.

The two SOHO subsidiaries were also named as defendants in the case.

Shanghai No.1 Intermediate People's Court ruled that Hangzhou Greentown and Shanghai Zendai deprived Fosun of its preemptive acquisition rights when they sold shares in the project. Shanghai Zendai and Hangzhou Greentown had respectively owned a 40 percent stake and a 10 percent stake in the project, called the Bund International Financial Center, which will be built on a 45,472-square-meter plot near the Bund in Huangpu district. 

The court said that the defendants' actions violated the Corporation Law of China, which states that a company must first get the consent of other shareholders before it can sell its shares to outsiders.

Shanghai Zendai and Hangzhou Greentown had argued that they didn't violate Fosun's right to first purchase because they never sold their stakes in the project; they sold the subsidiaries that happened to own stakes in the project.

The court didn't buy the argument. It determined that the defendants maliciously intended to circumvent Fosun's right to buy their shares and employed "legal means to cover up their illegal purposes," which violated Chinese contract law.

The court ordered the defendants to return the composition of the stakes to how it was before the share transfer.

After the court issued its ruling Wednesday, SOHO, Hangzhou Greentown and Shanghai Zendai expressed their disappointment with the decision, according to joint statement on SOHO's microblog.

The three companies plan to appeal the case to Shanghai Higher People's Court.