WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. CHEER CREATION LTD AND ANOTHER

HCMP 801/2022 and HCMP 802/2022

(HEARD TOGETHER)

[2025] HKCFI 447

HCMP 801/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 801 OF 2022

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BETWEEN

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AND

HCMP 802/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 802 OF 2022

____________________

____________________

BETWEEN

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(HEARD TOGETHER)

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DECISION ON COSTS

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1.  On 24 June 2022 the Plaintiff, as administratrix of the estate of her sister, issued originating summonses seeking various relief against the Companies and the 2^nd Defendantt, a company secretarial services company, for rectification of the Companies share register, the convening of a general meeting of the Companies and, specifically against the 2^nd Defendant, an order for delivery up and return of “all statutory books, records and other documents” of the Companies in the 2^nd Defendant’s power, possession and/or custody. The Plaintiff has agreed to discontinue the proceedings against the 2^nd Defendant and the only issue I have to resolve as between those parties is the costs. In short, the Plaintiff says that she obtained what she sought from the 2^nd Defendant as a consequence of the applications and she should have her costs. The 2^nd Defendant contends that as the applications were discontinued against it the normal order, namely, that it should have its costs, should be made.

2.  It is the Plaintiff’s case that on 10 September 2024 the 2^nd Defendant delivered up a suite of the corporate documents belonging to the Companies to the Plaintiff. Thus, says the Plaintiff, it obtained substantially what it sought from the 2^nd Defendant in the originating summonses and should have its costs. What was sought in the relevant paragraph (4) of the originating summonses was an order “against the 2^nd Defendant for the delivery up and return of all statutory books, records and other documents of the 1^st Defendant in the 2^nd Defendant’s power, possession and/or custody to the 1^st Defendant by delivering to the Plaintiff…..”. The 2^nd Defendant says that it never had these documents. What it provided to the Plaintiff was copies of documents that it had in digital form and it explained this in its evidence.

3.  It is the 2^nd Defendant’s evidence that it was not the Companies’ company secretary and its role was limited to filling out necessary forms on the instructions of the Companies and filing them at the Companies Registry and, consistent with this, it was named as the presenter on the Annual Returns. To facilitate its services it used during the relevant period software called “CSA Expert”, which was able to generate registers once data had been inputted into the relevant data files. The 2^nd Defendant says that it had never seen the original registers and has simply been collating information based on the instructions that it has been given and this information is available from the Companies Registry. The reason why the 2^nd Defendant’s address was stated in the Form NR2 as the location of the Companies registers/corporate records was because it stored the data I have described.

4.  A number of things seem to be plain. First, by allowing itself to be described on the Companies’ files at the Registry as the presenter and the location of the companies’ registers/corporate records it invited the assumption that it held the documents, or a material part of them, sought in the originating summonses. Secondly, the 2^nd Defendant’s position was not made clear until the filing of Hui’s 2^nd affirmation on 4 June 2024. Thirdly, the suggestion that the originating summonses were not caused by the public records because the pre-action letters do not mention them is specious at best. It is not surprising that the originating summonses were issued in the circumstances. The 2^nd Defendant filed Forms NR2 which were misleading. It is understandable in my view that in these circumstances the Plaintiff reacted with circumspection to the 2^nd Defendant’s explanation in Hui’s 2^nd affirmation of what data it held.

5.  It seems to me that issue of the originating summonses was justified and that the Plaintiff did obtain substantively what it sought to achieve, namely, what records the 2^nd Defendant had, but had failed to provide. I will, therefore, order that the 2^nd Defendant pay the Plaintiff’s costs of both proceedings, such costs to be taxed if not agreed with a certificate for counsel.