RE KEVIN BRIAN LAWRENCE, THE LIQUIDATOR OF LUXHOLDCO GARDIEN S.C.A. (IN LIQUIDATION IN LUXEMBOURG)

HCMP 276/2026 [2026] HKCFI 1472 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 276 OF 2026 ______________________ IN THE MATTER OF Luxholdco Gardien S.C.A (in Liquidation in Luxembourg) (the “Company”) and IN THE MATTER OF the inherent jurisdiction of the Court ______________________ BY KEVIN BRIAN LAWRENCE, THE LIQUIDATOR OF Applicant LUXHOLDCO GARDIEN S.C.A. (IN LIQUIDATION IN LUXEMBOURG) ____________________ Before: Deputy High Court Judge Le Pichon in Chambers Date of Hearing: 10 March 2026 Date of Decision: 10 March 2026 DECISION The applicant, Kevin Brian Lawrence (“Mr Lawrence”) is the sole liquidator of Luxholdco Gardien SCA (“Company”) incorporated in Luxembourg. His appointment is registered on the Trade and Companies Register of Luxembourg Business Registers G.I.E (“RCS”). By his ex parte application by originating summons dated 13 February 2026 (“OS”), Mr Lawrence seeks (i) the recognition of his appointment as liquidator of the Company; and (ii) assistance of this Court in the form of powers set out in the OS. Factual background The factual background is set out in the affirmation of Mr Lawrence filed on 16 February 2026 in support of this application. In summary, The Company is a partnership limited by shares incorporated in Luxembourg on 3 July 2008 and registered on 1 September 2008. The main activity of the Company is to hold interests in Luxembourg and foreign companies by any form of investment. It is a financial holding company and its centre of main interest (“COMI”) is in Luxembourg. The RCS shows that the Company went into voluntary liquidation on 1 August 2024. Danielle Kolbach, a notary residing in Junglinster (Grand Duchy of Luxembourg) who attended the EGM held on 1 August 2024 convened by the Company filed a deed (the “Deed”) with the RCS. The Deed recorded, inter alia, the following resolutions passed at the EGM: the resolution by all the shareholders of the Companyto dissolve the Company with immediate effect and to put it into voluntary liquidation; the resolution appointing Mr Lawrence as the liquidator of the Company (the “Liquidator”); and the resolution determining the powers of the Liquidator and determining the liquidation procedure of the Company. The Company maintained 3 current accounts with HSBC (the “HSBC Accounts”). These are the only assets of the Company in Hong Kong and the Company did not have any known creditors that may make a claim against the Company’s assets in Hong Kong. The Liquidator endeavoured to close the HSBC accounts but HSBC has advised him that for overseas companies in liquidation, a court order confirming his appointment as liquidator is required before HSBC can act on the instructions provided. Hence this application. Applicable legal principles The relevant principles are succinctly summarised by Linda Chan J in Re Guangdong Overseas Construction Corporation [2023] 5 HKC 189 at §17: “17. The approach of the court in dealing with an application for recognition of foreign insolvency proceedings and assistance to the foreign office-holder may be summarized as follows: (1) The power at common law to recognize and assist foreign office-holder does not depend on winding up proceedings having been commenced against the company in the assisting court, as the court is asked to recognize the office-holder appointed in the place of incorporation as the lawful agent in accordance with principle of private international law (Singularis, §§12, 19; Global Brands, §45). (2) The applicant has to satisfy the court that: (a) the foreign insolvency proceedings are collective insolvency proceedings which include proceedings opened in a civil law jurisdiction (CEFC §§8-9); (b) the foreign insolvency proceedings are conducted in the jurisdiction in which the company’s centre of main interest is located (CEFC§8; Global Brands, §§17, 31-42); and (c) the assistance is necessary for the administration of a foreign winding up or the performance of the office-holder’s functions, and the order is consistent with the substantive law and public policy of the assisting court so it is not available for purposes which are properly the subject of other schemes (Singularis, §25). (3) As to the extent and terms of assistance to be provided to the office-holder, the authorities show that the court has granted assistance to a foreign office-holder (a) to take control of the assets of the company; (b) to stay the local proceedings against the assets of the company; and (c) to obtain and gather information and documents relating to the company from third parties (Singularis, §§10, 19, 25; Global Brands, §45).” Disposition That the Company’s voluntary liquidation in Luxembourg is a collective insolvency process is clear. It is registered on the RCS and available for public access. The Company’s COMI is in Luxembourg, its place of incorporation. Apart from recognition of his appointment, the Liquidator also seeks the powers set out in §§2-4 of the OS. Lord Sumption’s explanation of the principles that circumscribe the limits of the common law power of assistance is set out in Re CEFC Shanghai International Limited (上海华信国际有限公司) (in Liquidation) [2020] 4 HKC 62 at §11: “(a) The power of assistance exists for the purpose of enabling foreign courts to surmount the problems posed for a world-wide winding up of the company’s affairs by the territorial limits of each court’s powers. Therefore, the power of assistance is not available to enable foreign officeholders to do something which they could not do even under the law by which they were appointed. (b) The power of assistance is available only when it is necessary for the performance of the foreign officeholder’s functions. (c) An order granting assistance must be consistent with the substantive law and public policy of the assisting court.” As noted in The Joint Liquidators of Bull’s-Eye Limited (in Liquidation) v Changjiang Securities Brokerage (HK) Ltd and Ors [2024] 5 HKLRD 371 at § 27, the Court has provided a standard-form recognition order to guide applicants. I am satisfied that the powers sought in §§2-4 of the OS are substantially similar to those set out in the standard form order and for within the principles stated. Accordingly, I make an order in terms of the OS. (Doreen Le Pichon) Deputy High Court Judge Ms Leung Hemans of Messrs. JC Legal, for the Applicant