GENG HUA ZHONG AND OTHERS v. LI SHU HON AND ANOTHER

HCCW 403/2017 and HCCW 431/2021

(HEARD TOGETHER)

[2023] HKCFI 2080

HCCW 403/2017

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO 403 OF 2017

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AND

HCCW 431/2021

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO 431 OF 2021

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(HEARD TOGETHER)

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D E C I S I O N

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1.  I have two petitions before me concerning a company called T-Hero Industrial Company Limited (“Company”). The first was issued in 2017; the second was issued in 2021. The later petition raises matters by way of complaint said to justify the winding up order which occurred after issue of the earlier petition.

2.  The trial of the petitions were originally fixed for April 2022 with six days reserved.  The trial was adjourned at least partly in the light of a late application which the Petitioners wished to make to amend the petitions introducing what the Respondents say were significant new matters.  However, the amendment application was not determined because as a result of comments made by me at a CMC the Petitioners wished to give further thought to the ambit of the amendments that were required.

3.  The trial was re-fixed to commence before me on 3 October of this year with 19 days allowed.  Unfortunately, the application that was eventually issued for the amendments was not listed for substantive argument before me until today, in other words only two months before the commencement of the trial.

4.  The matter has only been complicated by virtue of the Petitioners since 12 June of this year been acting in person.  Having been left by virtue of the late hearing to justify the substantial proposed amendments which by way at illustration of their significance extended the 32 pages document to 54 pages.  The proposed amendments can be divided, and I simplify, into two components.  The first is directed to the basis upon which it is asserted that the Company’s affairs were conducted as a “quasi partnership”. The second sought to introduce what appeared to be complaints about what are referred to as off-record transactions, namely, various financial transactions conducted by the Company.

5.  I agree with the Respondents that in respect of the latter it is not entirely clear, how they are said to constitute a ground justifying a winding up on the just and equitable ground.  They look more like matters which respond to the Defence.

6.  I have taken the view that given the fact that the Petitioners are representing themselves that the matter is best approached in a common sense way.  Although the Respondents understandably object to the amendments on the grounds that they are late and that the lateness has not been justified, as well as identifying a number of flaws of, I accept, some substance in the amendments, I will allow the amendments other than those which seek to introduce new complaints concerning the off-record transactions.

7.  Mr Sik has suggested that if this is the course I am to take that means that the following paragraphs in the proposed amendments should be deleted in the case of the petition of HCCW 403/2017, [18A], [26], [60], [61], [86B] and [90A–V].  In case of petition of HCCW 431/2021, [18A], [26], [60], [61], [86B] and [90A–V].  I will check that I agree when these reasons have been typed up, but for me present purposes it can be assumed that those paragraphs are disallowed.  The petitions can be amended and re-re-amended respectively on this basis.  I will reserve the costs of the application.

8.  The pre-trial review of the matter is fixed to take place on Thursday of this week, Mr Sik has made various suggestions for trying to streamline the trial.  These had been explained to the 3^rd Petitioner who attended today and was also speaking on behalf of the 1^st and 2^nd Petitioners. He agreed in principle that what was proposed might be sensible. 

9.  When I rise I suggested that the 3^rd Petitioner and the Respondents’ lawyers discuss the future conduct of the matter.  I can then consider further at the pre-trial review on Thursday what directions to make for the conduct of the trial in October 2023.