WING SZE TIFFANY WONG AND EDWARD SIMON MIDDLETON IN THEIR CAPACITY AS THE JOINT AND SEVERAL LIQUIDATORS OF CHINA PROPERTIES GROUP LTD (IN LIQUIDATION) v. WONG SAI CHUNG AND OTHERS

WING SZE TIFFANY WONG AND EDWARD SIMON MIDDLETON IN THEIR CAPACITY AS THE JOINT AND SEVERAL LIQUIDATORS OF CHINA PROPERTIES GROUP LTD (IN LIQUIDATION) v. WONG SAI CHUNG AND OTHERS

The Liquidators' application for substantive relief under s.570 failed because they did not prove impracticability with empirical evidence, the application was procedurally defective (s.570 relief must be sought by originating summons under RHC O.102 r.2), and the court will not make orders affecting non-parties (the Hong Kong and BVI subsidiaries) or determine issues of foreign (BVI) law on a s.200(3) application; accordingly substantive relief under ss.570 and 200 was refused while undertakings and injunctions/limited relief were recorded where appropriate.

Citation
[2024] HKCFI 539
Parties
Applicant (joint and Several Liquidator): Wing Sze Tiffany Wong; Applicant (joint and Several Liquidator): Edward Simon Middleton; 1st Respondent: Wong, Sai Chung; 2nd Respondent: Wang, George Shin Chang; 3rd Respondent: Xu, Li Chang; 4th Respondent: Yu, Ling Ling; 5th Respondent: Ho, Man Yi
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
29 February 2024
Case Number
HCCW67/2022
Procedural Posture
Companies (winding Up) Proceedings / Decision on Ex Parte Summons (application Under Ss.570 and 200 of Companies Ordinance)
Outcome
Ex Parte Summons dismissed insofar as it sought substantive relief under s.570 and s.200; court recorded undertakings from Relevant Respondents and granted injunctions under s.21L Cap 4 against certain respondents; liquidators ordered to pay costs to Relevant Respondents with gross sum assessment to be made.
Legal Topics
Winding Up, Section 570 Companies Ordinance, Section 200 Companies Ordinance, Injunctions, Jurisdiction, Place of Incorporation Law (bvi)
Source Language
EN
Company Law Insolvency Law Civil Procedure Cross Border Insolvency Winding Up Section 570 Companies Ordinance Section 200 Companies Ordinance Injunctions +2 more

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Parties

Wing Sze Tiffany Wong

Applicant (joint and Several Liquidator)

Edward Simon Middleton

Applicant (joint and Several Liquidator)

Wong, Sai Chung

1st Respondent

Wang, George Shin Chang

2nd Respondent

Xu, Li Chang

3rd Respondent

Yu, Ling Ling

4th Respondent

Ho, Man Yi

5th Respondent

Procedural Posture

Companies (winding Up) Proceedings / Decision on Ex Parte Summons (application Under Ss.570 and 200 of Companies Ordinance)

Legal Issues

  1. 1 Whether court should invoke s.570 Cap 622 to order meetings of Hong Kong subsidiaries on grounds of impracticability
  2. 2 Whether the Liquidators established impracticability with admissible evidence
  3. 3 Whether s.570 applications must be by originating summons under RHC O.102 r.2

Ratio Decidendi

The Liquidators' application for substantive relief under s.570 failed because they did not prove impracticability with empirical evidence, the application was procedurally defective (s.570 relief must be sought by originating summons under RHC O.102 r.2), and the court will not make orders affecting non-parties (the Hong Kong and BVI subsidiaries) or determine issues of foreign (BVI) law on a s.200(3) application; accordingly substantive relief under ss.570 and 200 was refused while undertakings and injunctions/limited relief were recorded where appropriate.

Court Disposition

Ex Parte Summons dismissed insofar as it sought substantive relief under s.570 and s.200; court recorded undertakings from Relevant Respondents and granted injunctions under s.21L Cap 4 against certain respondents; liquidators ordered to pay costs to Relevant Respondents with gross sum assessment to be made.

Orders

  • Court refused to make orders under section 570 of the Companies Ordinance, Cap 622 due to lack of evidence of impracticability and procedural defect
  • Recorded undertaking from Mr Wong that he will not act or hold himself out as director or otherwise represent the Company without leave of the Court and will not vote or purport to vote the Company’s shareholdings in BVI subsidiaries (without prejudice to appeal conduct)