宁波梅山保税港区和光泰润二号股权投资中心(有限合伙) v. 北京微影时代科技有限公司

HCCT 61/2022

[2026] HKCFI 3071

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

CONSTRUCTION AND ARBITRATION PROCEEDINGS NO 61 OF 2022

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BETWEEN

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DECISION

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I. INTRODUCTION

1.  By Summons filed on 17 November 2025 (the “Summons”), the joint and several receivers (the “Receivers”), appointed by the Order made by Anthony Chan J (as he then was) on 18 September 2025 (the “Receivership Order”), to receive the entire share (the “Share”) in Weying Co. Limited (the “Company”), seeks relief for enforcement of the Receivership Order against China Renaissance Securities (Hong Kong) Limited (“CRSHK”) in respect of assets held by the subsidiaries of the Company in the account maintained with CRSHK.

II. BACKGROUND

2.  The single issue before me is the construction of the Receivership Order, the relevant terms of which I shall set out later. It is necessary to set out the relevant background so that the construction exercise can be conducted properly.

3.  On 19 May 2022, CIETAC arbitration made a final award (the “Final Award”) in favour of the Applicant against, among others, the 1^st Respondent. On 29 July 2022, the Applicant obtained an order (the “Enforcement Order”) for leave in the present proceedings to enforce the Final Award against the 1^st Respondent, ordering the 1^st Respondent to pay the Applicant the principal amount of RMB200,000,000 and interest and other fees and expenses. After other enforcement proceedings taken in Hong Kong (including obtaining a charging order absolute on 30 October 2023 (the “Charging Order Absolute”)) and the PRC, only part of the Final Award was satisfied.

4.  The Company is a limited company incorporated in Hong Kong. Its entire shareholding (consisting of 1 issued share) is wholly owned by the 1^st Respondent. In turn, the Company owned Weying (BVI) Limited (“Weying BVI”) (a BVI company), and Weying BVI in turn owned two other BVI companies, namely, Weying MY (BVI) Limited (“Weying MY”) and Weying NZ (BVI) Limited (“Weying NZ”) (collectively, the “BVI Subsidiaries”). The main, if not the only, valuable assets held by the group of the companies are the shares (the “Maoyan Shares”) in Maoyan Entertainment (“Maoyan Entertainment”), a listed company on the Hong Kong Stock Exchange. Neither the 1^st Respondent nor the Company hold any Maoyan Shares in any of their names. Instead, the BVI Subsidiaries hold the Maoyan Shares.

III. THE RECEIVERSHIP ORDER

5.  In the 5^th Affirmation of Chen Kun filed on 17 March 2025 (“Chen’s 5^th Affirmation”) on behalf of the Applicant in support of its application for appointing the Receivers, the deponent deposed to the following:-

“12. In the circumstances, there is unmistakable evidence indicating the 1^st Respondent’s interest in the Company, which was in any event not contested by the 1st Respondent…At all material times, the Company has functioned as a corporate vehicle to hold, via its BVI subsidiaries, the publicly traded shares of Maoyan Entertainment.

14. Apart from the Share in the Company and the listed shares of Maoyan Entertainment held by the Company’s subsidiaries, neither the Applicant nor I was aware of any other assets that the 1^st Respondent may possess or have an interest in within Hong Kong.

16…the only reasonable inference in these circumstances is that the 1^st Respondent, the Company and/or their BVI subsidiaries had disposed of such shares ‘secretly’…

19. Given its status as a private limited company, while the Court may grant an order for the sale of the Share on the strength of the Charging Order Absolute over the entire Share, valuing the Share for the purpose of a public tender and subsequently selling it will inherently pose challenges. Any potential buyer would need to ascertain the value of the Company’s assets, which, to the best of the Applicant’s knowledge, consist primarily of the listed shares in Maoyan Entertainment. However, as previously explained, the precise number of shares in Maoyan Entertainment currently held by the Company’s subsidiaries is unknown to the Applicant. Furthermore, the Company may have possessed other assets or incurred liabilities that are not known to the Applicant. The Applicant simply lacks access to financial information and recent financial statements necessary to accurately estimate a suitable price for the sale of the Share in any public tender.

20. In any case, the sale of the Share in accordance with any order for sale could potentially be hindered by the board, which may refuse to register the transfer of the Share…

21. It is highly reasonable to foresee that the Applicant will be required to undertake extensive and arduous efforts to facilitate any sale of the Share with no guarantee of success…

22…Further, the Applicant is not aware of any other assets held by the 1^st Respondent within Hong Kong, aside from the Share in the Company and the listed shares in Maoyan Entertainment held through the corporate structure. Consequently, the Applicant is not aware of any reasonably practicable means of enforcement other than pursuing the value of the Share.

23. However, as stated above there exists evidence suggesting that Weying BVI had substantially disposed of the listed shares in Maoyan Entertainment. It is likely as a matter of commercial consideration that any proceeds from such sales have already been paid to the Company or the 1^st Respondent, but the Applicant currently has no means of finding out whether the Company’s subsidiaries have indeed declared or paid dividends to their shareholders. In the absence of a receivership order over the Share, there is a risk that any current proceeds or future dividends, which are to be declared and payable to the 1^st Respondent, may intentionally or unintentionally be paid to the 1^st Respondent, leading to a further erosion of the Plaintiff’s recovery pursuant to the essence of the Charging Order Absolute…

24…Without the appointment of receivers who can exercise control of the Company’s board and hence understand further on financial information about the Company, it is difficult to properly ascertain the existence and value of the Share and steer the disposal process thereof, especially when we no longer know the precise number of shares held by the Company’s BVI subsidiaries. It is anticipated that the appointment of Receivers will be necessary to ascertain the identities of the directors and the location of the assets, such as the broker account holding the shares. Furthermore, the Court may grant the receivers the authority to exercise the 1^st Respondent’s right to receive dividends, profits, and moneys receivable in relation to its shareholding in the Company…

25. The appointment of receivers could provide a structured, transparent, independent and supervised mechanism to monitor the Company’s financial dealings and ensure transparency in its operation…” (emphasis added)

6.  From Chen’s 5^th Affirmation quoted above, it is clear that the purpose of the application for the appointment of Receivers was:-

(1) to preserve the value of the Maoyan Shares;

(2) to ascertain the value of the Maoyan Shares;

(3) to gain access to the financial information of the Company including information in relation to the Maoyan Shares; and

(4) to receive income on the Share.

7.  I quoted Chen’s 5^th Affirmation so extensively in order to show that nothing was mentioned in the supporting affirmation that the Receivers were to receive the Maoyan Shares or any assets held by other entities than the Company the Share over which the Receivers were to receive.

8.  The terms of the Receivership Order are, in my view, consistent with and limited to such purpose. The relevant terms are:-

“1…[the Receivers] be hereby appointed…to:

(a) receive [the Share]…

(b) receive such dividends, profits, receivables and monies in respect of the 1^st Respondent’s interest in the Share (“Income”) if and when the same accrue due or otherwise come into the 1^st Respondent’s hands;

(c) ascertain from the Company what monies or amounts…have or will become due or payable to the 1^st Respondent;

(d) to bring, defend, continue or compromise any proceedings…acting on behalf of the 1^st Respondent as receiver of the court, whether using his own name and/or the name of the Company, in order to collect, gather in and/or recover the amounts due to the 1^st Respondent by the Subsidiaries…

in or towards satisfaction of the monies and interest due or will be due to the Applicant under the [Enforcement Order]…

2. for the purpose of paragraph 1 above, the powers of the Receivers in respect of the Share shall include, without limitation, the following acts:

(f) to receive all the property and assets including, without limitation, all books, accounts, documents, records, data, money, properties, things in action, stock, securities, shares held in its direct and indirect subsidiary companies (including Weying (BVI) Limited, Weying MY (BVI) Limited, and Weying NZ (BVI) Limited) and other assets of the Company, to which the Company is or appears to be entitled, whether legally equitably or beneficially or which the Company has in its possession, custody or control, whether as principal agent or trustee, whether in its own name or otherwise…(collectively “Assets”);

(s) for the foregoing purposes, to do all acts and to execute, in the name and on behalf of the 1^st Respondent, all deeds, receipts and other documents and for such purposes, to use, when necessary, the seal of the Company.

3. the 1^st Respondent and any other person or corporation or other entity served with a sealed copy of this Order who has possession or control of Company records or other Assets or who is able to identify the person(s) or corporation(s) or other entities who have knowledge of the whereabouts of the Assets, shall forthwith inform the Receivers…and shall forthwith permit the Receivers to inspect all deeds, records, accounts, financial statements, documents, and papers relating to the Assets and to take copies of the same.” (emphasis added)

9.  Applying the well-established legal principles on construction of a court order that the Court should construe a court order objectively with reference to the natural and ordinary meaning of the texts in the light of the syntax, context and background: see Essilor Manufacturing (Thailand) Co Ltd v Wong Kam Wai and Others [2020] HKCA 351 at §25 per Poon CJHC and Lam VP, it is clear from paragraph 1 of the Receivership Order that the Receivers are to receive the Share and to receive income on the Share in the name of the 1^st Respondent (being the registered holder of the Share) and any sums due or payable to the 1^st Respondent.

10.  Paragraph 2 of the Receivership Order is qualified by “for the purpose of paragraph 1”. Therefore, paragraph 2 cannot in any way be understood to enlarge the scope of power of the Receivers beyond the purpose of paragraph 1. It follows that any powers granted under paragraph 2 must still be powers exercised in the name of the 1^st Respondent as the shareholder holding the Share and/or for the purpose of receiving or recovering benefits in the name of the 1^st Respondent as the shareholder holding the Share. Paragraph 2(s) makes this abundantly clear – the Receivers are to do the acts in the name of the 1^st Respondent and if necessary to use the seal of the Company (presumably in the capacity of the sole shareholder (being the 1^st Respondent the Share of which the Receivers have received) of the Company). What in my view is clearly impermissible is to construe paragraph 2(f) not only to go beyond the purpose of paragraph 1, but also go contrary to the well-established common law doctrine of separate legal entity.

11.  Such construction, however, is what the Receivers now seek to persuade me to adopt by the Summons.

IV. THE RECEIVERS’ POSITION

12.  Mr Anson YY Wong, counsel for the Receivers, quoted part of paragraph 2(f) as follows in support of his submissions that the Receivers are clearly empowered to receive the assets held in the name of the BVI Subsidiaries including the Maoyan Shares:-

“all the property and assets…held in its direct and indirect subsidiary companies (including [the BVI Subsidiaries])…and other assets of the Company”.

13.  With respect, I disagree. The word “other” in “other assets of the Company” clearly indicates that “all the property and assets…held in its direct and indirect subsidiary companies” are also property and assets of the Company. This cannot mean that any property and assets held in its direct and indirect subsidiary companies. Further and in any event, the purpose of paragraph 2, namely, for paragraph 1, must be the context and the purpose against which paragraph 2(f) is construed.

14.  Mr Wong also relies on the phrase “to which the Company…appears to be entitled” in paragraph 2(f). Whether the Company appears to be entitled to the Maoyan Shares and other assets held by the BVI Subsidiaries is a question of fact. The starting point is that an asset held in the name of a corporate entity is an asset that corporate entity owns and does not belong to its shareholders beneficially: see ZL v WY and Others [2024] HKCA 159 at §31(4) per Au and Chow JJA. Evidence would be needed for the Court to depart from this starting point, and even if there is evidence suggesting that the Company appears to be so entitled, the legal owner of that asset in question should be joined as a respondent if the Receivers would like to seek the Court’s approval for them to receive such assets, so that the legal owner would have a proper opportunity to present its evidence on whether the Company has any interest in such assets. In the present case, the only evidence the Receivers rely on is that the Company wholly owned the BVI Subsidiaries, but the BVI Subsidiaries are not even joined. This, in my view, does not advance the Receivers’ position at all.

15.  Mr Wong also submits that the Receivership Order was granted on the basis that Maoyan Shares, held through the BVI Subsidiaries, were the only identifiable assets of the 1^st Respondent in Hong Kong, and so the Court must have had in mind the Maoyan Shares and intended the Maoyan Shares to be part of the “Assets” to be received by the Receivers, as the Court cannot have intended the receivership to be fruitless, citing BB v KO [2023] HKCFI 2722 at §8.

16.  BB v KO, supra, was an application for appointment of receivers. At §8, Mimmie Chan J referred to the well-established principle that receivers will not be appointed if the appointment would be fruitless, and so an appointment will be made only if there is a reasonable prospect that the appointment will assist in the enforcement. This, however, cannot be turned around as a principle for construction of a court order that the Court would stretch the meaning of the Court Order. In any event, from Chen’s 5^th Affirmation, it is clear that the reference to the Maoyan Shares was not made for the purpose of seeking a power to receive the Maoyan Shares. Instead, the Maoyan Shares were referred to in Chen’s 5^th Affirmation in order to explain the importance of the Maoyan Shares and the importance to gain access to the financial information of the BVI Subsidiaries in order to understand the value of the Maoyan Shares for the purpose of sale or tender of the Share. Therefore, the Receivership Order would not be fruitless even though it would not empower the Receivers to receive the Maoyan Shares. There are other purposes to be achieved as explained in Chen’s 5^th Affirmation, and one thing is clear: it was never mentioned that one of the purposes would be to receive the Maoyan Shares or any other assets of the BVI Subsidiaries.

17.  Hence, Mr Wong’s submissions on this point do not advance the Receivers’ position either.

18.  Mr Wong also submits that there would be difficulty if the Receivers could not receive the Maoyan Shares, but this would not in itself enlarge the scope of powers conferred by the Receivership Order.

19.  In the circumstances, I refuse the relief sought in the Summons to receive the Moyan Shares and other assets held in the BVI Subsidiaries’ accounts maintained with CRSHK.

V. INTERIM INJUNCTION

20.  The Receivers also seek an interim injunction restraining CRSHK from disposing of or dealing with or carrying out act which would diminish the value of the assets in the BVI Subsidiaries’ accounts maintained with CRSHK. This interim injunction is supposed to be in aid of and ancillary to the relief to receive the assets in the accounts. On the first hearing of the Summons on 21 November 2025, I granted an interim interim injunction pending the substantive disposal of the Summons. Now, presumably, as I have refused such relief, I should refuse the interim injunction application as well.

21.  However, from the evidence before me, I am satisfied that the Court should exercise its Chabra jurisdiction against the BVI Subsidiaries in respect of the assets held in their accounts maintained with CRSHK. The Chabra jurisdiction may be exercised if (1) where there is good reason to suppose that a defendant against whom the plaintiff asserts no cause of action (“an NCAD”) holds, is using, or has exercised, or is exercising a power of disposition over, or is otherwise in possession of, assets of the defendant whom the plaintiff asserts to be liable on his substantive claim in the arbitration, or (2) where there is good reason to suppose that the assets held in the name of an NCAD would be amenable to execution of some process, ultimately enforceable by the courts, by which the assets would be available to satisfy an award against the cause of action defendant: see 北京誠義豪泰投資管理有限公司 v Zhang Yuping (also known as Cheung Yu Ping) (張瑜平) and Another [2026] HKCFI 925 at §3 per Cheng J. In the present case, given the corporate structure, at this effectively ex parte stage, I am satisfied that either limb is established. Further, as described in Chen’s 5^th Affirmation, the value of the Maoyan Shares seemed to have diminished and by the grant of the Receivership Order, there must have been a real risk of dissipation, and I see no change of circumstances since then.

22.  In the circumstances, I grant an interim injunction with the following directions:-

(1) Until the Summons Day on 29 May 2026 or further order of the court, the BVI Subsidiaries must not in any way, whether by itself or by its directors, officers, employees or agents or in any other way or capacity, sell, transfer, dispose of or deal with or carry out any act which would otherwise diminish the value of the CRSHK Assets defined in paragraph 1 of the Summons, including in particular the assets identified in paragraph 1(1) and (2) thereof.

(2) The Receivers, and/or the Applicant, as they would think appropriate, shall file and serve an inter partes summons on the 1^st Respondent and/or the BVI Subsidiaries for continuing the aforesaid interim injunction if so advised, and any other interlocutory relief if so advised.

(3) Costs reserved.

23.  I thank Mr Wong for his assistance.