A A
HCCW 244/2023
B [2025] HKCFI 3321 B
IN THE HIGH COURT OF THE
C C
HONG KONG SPECIAL ADMINISTRATIVE REGION
D COURT OF FIRST INSTANCE D
COMPANIES WINDING-UP PROCEEDINGS NO 244 OF 2023
E
________________ E
F IN THE MATTER OF RZ3262019 F
Limited
G G
and
H IN THE MATTER OF Section 196 H
of the Companies (Winding Up
I
and Miscellaneous Provisions) I
Ordinance (Cap 32) (“CWUO”)
J J
________________
K K
Before: Hon Harris J in Chambers
L Date of Hearing: 25 July 2025 L
Date of Decision: 25 July 2025
M M
Date of Reasons for Decision: 1 August 2025
N ________________________________ N
O REASO N S F OR D E CI SI ON O
________________________________
P P
1. Zhou Ying Investments Group Limited (“Zhou Ying”) issued
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on 20 January of this year an application for the removal of the Liquidators
R (Frank Yuen Tsz Chun and Chan Hoi Yan) of RZ3262019 Limited R
(“Company”), which is in liquidation in Hong Kong, and their
S S
replacement with the next eligible liquidators on the Administrative Panel
T of the Insolvency Practitioners for Court Winding-Up (Panel A) roster list. T
This case came on before me on 25 July 2025 along with an application by
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Zhou Ying to cross-examine Ms Chan. I granted the application to cross-
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examine and adjourn the substantive application for the following reasons.
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2. The Company was incorporated in the British Virgin Islands
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(“BVI”) on 17 April 2019 for the purpose of acquiring Shun Hong Real
E Estate (Chengdu) Limited (“PRC Project Company”) from the E
subsidiaries of CK Asset Holdings Limited. The PRC Project Company
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operated several residential and commercial property developments in
G Chengdu. G
H (1) The PRC Project Company was 50% owned by each of Shun H
Hong Limited (“Shun Hong”, previously named Bruckner
I Limited) and Carton International Limited (“Carton”). I
J (2) Shun Hong was wholly owned by Happy Magic Enterprises J
Inc. (“Happy Magic”), which in turn was 100% owned by
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Happy Lion Ventures Limited (“Happy Lion”), which in turn
was 100% indirectly owned by CK Holdings.
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(3) Carton was wholly owned by Chinex Limited (“Chinex”),
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which was 100% indirectly owned by CK Holdings.
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3. Zhou Ying claims to be a creditor of the Company. It says
O that it is owed US$828 million. As summarised by Mr Anson Wong SC1, O
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who appeared for Zhou Ying, in [6] of his skeleton submissions the basis P
for the removal application is that the Liquidators had (1) obtained a
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Norwich Pharmacal order on a false basis; (2) disclosed confidential
R documents in breach of their implied undertaking to the court; and (3) for R
the purposes of covering up their wrongdoings, proffered multiple false
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and/or misleading explanations to the court. What is not apparent from this
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1
Mr Wong appeared with Lai Chun Ho and Han Sheng Lim; the Liquidators were represented by
U Douglas Lam SC and Jasmine Cheung. U
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summary is that the proceedings in respect of which the relevant order was
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made were in connection with proceedings brought against Zhou Ying by
C the Liquidators. In other words Zhou Ying is trying to remove the C
individuals conducting litigation against them for cause directly connected
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with the conduct of that litigation.
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4. On 8 July 2022 a petition was presented by the Happy Lion
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and Chinex (“CK Creditors” or “Vendors”) in the BVI to wind up the
G Company. On 13 July 2022 the BVI court appointed provisional G
liquidators. The Company was put into liquidation in the BVI on
H H
31 May 2023. On 8 June 2023 the CK Creditors commenced
I HCCW 244/2023 in Hong Kong seeking to wind up the Company in I
Hong Kong. On 29 June 2023 Mr Justice Peter Ng appointed the
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Liquidators as provisional liquidators. On 11 July 2023 the Liquidators
K sent a letter to Ng J seeking the court’s approval of the appointment of K
solicitors. Unfortunately, this was not obtained until 7 August 2023.
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M 5. In the meantime Linda Chan J granted on 13 July 2023 M
sanction for the commencement of a Norwich Pharmacal application
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against Bank of China (Hong Kong) Limited (“BOC”). On 14 July 2023,
O the Liquidators issued an originating summons (HCMP 1113/2023) O
seeking a Norwich Pharmacal order against BOC. The application was
P P
listed for 30 minutes on 26 July 2023. As the application was commenced
Q by the Company (Provisional Liquidators appointed) as Plaintiff. In my Q
view arguably at least Order 5 rule 6(2) of the Rules of the High Court
R R
(“RHC”) required the Company to instruct solicitors before issuing the
S proceedings and the Liquidators did not have the authority to represent the S
Company at the hearing on 26 July 2023. It appears that neither the
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Liquidators nor the Deputy Judge were aware of this procedural
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complication. As this was an intrusive ex parte application it was
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undesirable that the Liquidators made the application without legal advice.
C As it transpires BOC did not attend the hearing. The transcript of the C
application reveals that other than answering a question about the
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communications between BOC and the Liquidators, the Liquidators made
E no oral submissions and the Deputy Judge said he had read the papers and E
was satisfied that this was a suitable case for granting the order sought,
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which he did (“Order”).
G G
6. The purpose of the Order was to facilitate the Liquidators’
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intervention in proceedings in the Mainland in which Zhou Ying obtained
I a judgment against a subsidiary of the Company and, which the Petitioner I
in these proceedings suspected was part of a conspiracy to misappropriate
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assets of the Company. BOC was required to disclose banking records of
K Zhou Ying and in particular records relating to a remittance from the BOC K
account to an account with China Construction Bank (Asia) Corporation
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Limited on 20 July 2021. Paragraph 8 of the Order contained a restriction
M on the use by the Liquidators of the documents disclosed to them. M
Paragraph 8 is in the following terms. “The Plaintiff do have leave to use
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the information and documents obtained as a result of this Order for the
O purpose of issuing letters and/or statutory demands to, and commencing O
and pursuing proceedings (whether in Hong Kong or elsewhere) against,
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Zhou Ying, and/ or Everlast Bloosom Investments Limited, and/or Yuzhou
Q Group Holdings Company Limited, implicated in any wrongdoing by such Q
information and documents”. Leave was not granted to the Liquidators to
R R
share the documents or the information in them with third parties. As is
S S
common the Order contained a gagging order, which expired on
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4 September 2023. Ms Chan explains in her 8th affirmation that the T
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Liquidators received the first batch of documents from BOC on
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1 August 2023 and a second batch on 11 August 2023.
C C
7. On 8 March 2022 Vendors which had made a vendor loan of
D D
US$348 million to fund the acquisition of the PRC Project Company had
E appointed Receivers over the Company’s shares in Happy Magic and E
Carton (“Receivers”) with a view to obtaining control of the PRC Project
F F
Company and intervening in proceedings brought by Zhou Ying in the
G Mainland. According to Ms Chan’s evidence in her 8th affirmation upon G
the Liquidators obtaining on 1 August 2023 the first batch of documents,
H H
the Receivers requested the Liquidators for copies of some of them2, which
I the Receivers apparently anticipated might be used by them in certain legal I
proceedings presumably in the Mainland for the purposes of securing the
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assets of the PRC Project Company. The Liquidators provided such
K documents to the Receivers on the basis that they were only to be used for K
an agreed list of proceedings that the Liquidators considered were
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necessary to secure the assets of the PRC Project Company. The
M Liquidators also requested the Receivers undertaking that the documents M
provided to them should be kept in strict confidence and would not be used
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for purposes other than those stated in an agreed list of proceedings and
O that they would not be disclosed to any third parties without the consent of O
the Liquidators.
P P
Q 8. Ms Chan says in [97] of her 8th affirmation that upon receiving Q
the “Critical Evidence and based on our interpretation ….. the PLs verily
R R
believed that paragraph 8 ….. did not specifically limit usage of the
S Critical Evidence to proceedings commenced by the Company ….. and it S
was permissible for the PLs to provide the same to third parties to seek
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U 2
Described in [85] of Ms Chan 8th affirmation and defined as “Critical Evidence”. U
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recourse against, inter alios, Zhou Ying’s wrongdoing …… For the same
B B
reason, the disclosure of the Critical Evidence to the Receivers would not
C amount to a breach of the implied undertaking in relation to First C
Disclosure order….”.
D D
E 9. Zhou Ying point out that there are inconsistencies between E
this evidence and the evidence that was filed for a second application
F F
issued on 22 December 2023 for a further Norwich Pharmacal order along
G with an application for retrospective approval of the passing of documents G
to the Receivers. In her 2nd affirmation in support of that application
H H
Ms Chan appears to explain the decision to provide the documents to the
I Receivers on the basis that there was an urgent need for them to take action I
to protect the PRC Project Company’s assets rather than a belief that [8]
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did not restrict the Liquidators from doing so.
K K
10. In addition Zhou Ying pointed to what it says is a number of
L L
other unsatisfactory features of the way in which the Norwich Pharmacal
M proceedings progressed including the failure to bring to the court’s M
attention that the statutory deadline by which any intervention in the
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Mainland proceedings had to be instigated had passed and the references
O to the Liquidators’ legal advisers in the first application for a Norwich O
Pharmacal order, suggesting that Ms Chan’s evidence that the Liquidators
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did not have legal advice is misleading.
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11. What is also unclear is, and this is not an exhaustive list, who
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drafted the Order and on the basis of what instructions, why [8] was drafted
S in the language I have quoted, how and when the Receivers came to know S
about the Order and how the Liquidators came to interpret [8] in the way
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described by Ms Chan in [97] of her 8th affirmation.
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12. The Court has the power to order cross-examination of a
B B
deponent when satisfied that there is good and sufficient reason to do so3.
C A challenge to the bona fides of part of a deponent’s affirmation evidence C
does not automatically justify allowing cross-examination 4 . The court
D D
needs to be satisfied that it will serve some relevant purpose. This is
E consistent with the underlying objectives of Order 1A r1 of the RHC. E
F F
13. I accept that Zhou Ying has identified sufficiently relevant but
G unanswered questions arising from Ms Chan’s evidence that cross- G
examination is justified and arguably necessary in order for Zhou Ying to
H H
advance a case, which as currently formulated involves asserting that
I Ms Chan’s evidence is at the very least misleading and this is a matter to I
be taken into account in determining the substantive application.
J J
K 14. Since the filing of the summons for leave to cross-examine K
Ms Chan on her 8th affirmation, she had filed a 9th affirmation. I will grant
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leave for cross-examination of both affirmations on the terms proposed by
M Mr Wong to which Mr Lam had no objection. This includes adjourning M
the matter to 12 January 2026.
N N
O O
(Jonathan Harris)
P Judge of the Court of First Instance P
High Court
Q Q
Mr Anson Wong SC, Mr Lai Chun Ho and Mr Han Sheng Lim, instructed
R by Charles Chu & Kenneth Sit, for Zhou Ying Investments Group R
Limited
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3
Wendy Wenta Seng Yuen v Philip Pak-yiu Yuen [1984] HKLR 431, Fuad J 436E-H.
4
Wu Yang v Dayuan International Development Ltd & Ors (unreported, HCMP 2143/2011,
U 27 July 2012), [7]. U
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A A
Mr Douglas Lam SC and Ms Jasmine Cheung, instructed by DLA Piper
B Hong Kong, for the Joint and Several Liquidators B
C
The attendance of the Official Receiver was excused C
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E E
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K K
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