CITIC LTD v. COMPANY REGISTRATION NUMBER 3116975 LTD AND ANOTHER

CITIC LTD v. COMPANY REGISTRATION NUMBER 3116975 LTD AND ANOTHER

Because the impugned documents contained factually inaccurate statements that the plaintiff was a founder member/shareholder and the plaintiff was never such a shareholder, the court ordered rectification under s42 CO and granted an injunction under s42(5) CO to prevent third‑party deception; the court refused to...

Source-derived case information.

Citation
[2025] HKCFI 875
Parties
Plaintiff: CITIC Limited; 1st Defendant: Company Registration Number 3116975 Limited; 1st Defendant: Zhongtian Xinhe International Industry Group Co., Limited; 2nd Defendant: Registrar of Companies
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 March 2025
Case Number
HCMP2813/2024
Procedural Posture
Companies Ordinance S42 Application for Rectification of Companies Register and Injunctive Relief / Judgment (reasons for Judgment)
Outcome
Rectification order and injunction granted; declaration that impugned documents are null and void refused; costs awarded to plaintiff.
Legal Topics
Rectification of Companies Register, Section 42 Companies Ordinance, False Statement of Shareholding, Declarations on Filed Documents, Service and Default
Source Language
en
Company Law Civil Procedure Injunctions Costs Rectification of Companies Register Section 42 Companies Ordinance False Statement of Shareholding Declarations on Filed Documents +1 more

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Parties

CITIC Limited

Plaintiff

Company Registration Number 3116975 Limited

1st Defendant

Zhongtian Xinhe International Industry Group Co., Limited

1st Defendant

Registrar of Companies

2nd Defendant

Procedural Posture

Companies Ordinance S42 Application for Rectification of Companies Register and Injunctive Relief / Judgment (reasons for Judgment)

Legal Issues

  1. 1 Whether information on Companies Register was factually inaccurate
  2. 2 Whether Court should order rectification under s42 CO
  3. 3 Whether to grant injunction under s42(5) CO

Ratio Decidendi

Because the impugned documents contained factually inaccurate statements that the plaintiff was a founder member/shareholder and the plaintiff was never such a shareholder, the court ordered rectification under s42 CO and granted an injunction under s42(5) CO to prevent third‑party deception; the court refused to declare the documents void ab initio as that remedy is not justified absent fraud or a trial; costs were awarded to the plaintiff against the defaulting companies and assessed at HK$120,000 per action.

Court Disposition

Rectification order and injunction granted; declaration that impugned documents are null and void refused; costs awarded to plaintiff.

Orders

  • Registrar ordered to redact/remove specified references to CITIC Limited, its Chinese name and address from the Incorporation Form and Articles of Company Registration Number 3116975 Limited and from the 2022 and 2023 Annual Returns of Zhongtian Xinhe International Industry Group Co., Limited as particularised in...
  • Injunction restraining 3116975 Ltd and Zhongtian Xinhe International Industry Group Co., Limited from relying on or using the impugned documents and from holding themselves out as connected with the Plaintiff