HENAN SHENHUO INTERNATIONAL TRADING CO LTD v. THE REGISTRAR OF COMPANIES AND ANOTHER

HCMP 740/2026

[2026] HKCFI 4202

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 740 OF 2026

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REASONS FOR JUDGMENT

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1.  By originating motion dated 12 May 2026 the applicant, Henan Shenhuo International Trading Co Ltd (河南神火國貿有限公司)  (“Applicant”), applies for:

(1)  a declaration that the dissolution of Hongfan International Ltd (鴻帆國際有限公司)  (“Company”)  be void;

(2)  an order to release and discharge Mr Cheng Hok Hin, Alan (“Mr Cheng”)  as liquidator of the Company;

(3)  an order to appoint Mr Suen Fuk Yuen, Bernie (“Mr Suen”)  and Mr Chu Chin Hing (“Mr Chu”)  as joint and several liquidators of the Company; and

(4)  costs.

2.  Mr Cheng and Mr Suen (together “Former Liquidators”), the 2^nd Respondents, have no objection to the application.[1]

3.  The Registrar of Companies, the 1^st Respondent, adopts a neutral stance and proposes further terms which have been incorporated in the order set out in §§42(d), (g)-(h)  below.[2]

BACKGROUND FACTS

4.  The Company was incorporated in Hong Kong on 28 February 2003.[3]  As at 1 March 2019, its sole shareholder was Hongfan Group Holdings Ltd, a BVI company.[4]

5.  The Company was ordered to be wound up on 17 July 2019 upon the petition presented by Hong Kong Yahe Company Ltd,[5] and  the Former Liquidators were appointed as joint and several provisional liquidators on the same day. They were appointed as joint and several liquidators on 17 January 2020.[6]

6.  On 17 June 2021, the Former Liquidators applied for their release and dissolution of the Company.[7]  On 5 November 2024, the Former Liquidators were ordered to be released.[8]  On 6 November 2024, the Company was ordered to be dissolved.[9]

7.  The Applicant was the sole equityholder of Shenzhen Shenhuo Trading Co Ltd (“Shenzhen Shenhuo”), a company established in the Mainland, which was deregistered on 17 June 2022[10].  As discussed further below, the Applicant acquired the right to make a claim against the Company in respect of the Hongfan-Shenhuo Contract (defined in §10 below)  and claims to be a contingent creditor of the Company. 

The Company’s trading of alumina

8.  Pursuant to a contract dated 30 October 2013, the Company purchased 25,250 tonnes of alumina (“Subject Alumina”)  from Qingtongxia Aluminium Holdings Co Ltd (“QTX”)  for USD 8,862,750 (“QTX-Hongfan Contract”).[11]  Clause 5 provided that the place of delivery was the bonded warehouse of CWT Commodities (China)  Pte Ltd (“CWT”)  in Qingdao, Mainland China.

9.  On 31 October 2013, CWT issued a warehouse receipt (“CWT Warehouse Receipt”)  based on another warehouse receipt (入库单)  dated 8 July 2013 (“Rukudan”)  purportedly issued by Qingdao Port (Group)  Co Ltd Dagang Branch (“QPGC”)  under a bill of lading dated 10 June 2013.[12]

10.  Pursuant to a contract dated 13 November 2013, the Company re-sold the Subject Alumina to Shenzhen Shenhuo (“Hongfan-Shenhuo Contract”).[13]  Shenzhen Shenhuo paid USD 8,963,750 upon presentation of the original CWT Warehouse Receipt.[14]

11.  Pursuant to a contract dated 13 December 2013, Shenzhen Shenhuo re-sold the Subject Alumina to Gerald Metals S.A. (“Gerald”).[15]  Gerald paid USD 9,090,000 on 30 December 2013 following presentation of, inter alia, the CWT Warehouse Receipt.[16]

Subsequent events

12.  On 29 October 2019, Gerald commenced arbitration against Shenzhen Shenhuo in London Metal Exchange seeking restitution of the purchase price and compensation on the basis that the Subject Alumina was involved in a fraudulent scheme perpetrated at Qingdao Port (“Arbitration”).[17] 

13.  On 25 February 2022, the tribunal in the Arbitration issued an award in favour of Gerald (“Award”)  finding, inter alia, that the Rukudan was forged and that the CWT Warehouse Receipt is not valid.[18]

14.  On 17 June 2022, Shenzhen Shenhuo was deregistered.[19] 

15.  On 27 November 2023, Gerald commenced proceedings against the Applicant, Mr Wan Jie (“Mr Wan”), Henan Shenhuo Coal and Power Co Ltd (“Shenhuo Coal”)  at Shenzhen Intermediate People’s Court claiming that they, as members of Shenzhen Shenhuo’s liquidation committee, were jointly liable for the sums owed by Shenzhen Shenhuo to Gerald (“Shenzhen Proceedings”).[20]

16.  On 19 June 2025, the parties to the Shenzhen Proceedings reached a settlement which provided that the Applicant shall pay RMB 83.3 million to Gerald by 26 June 2025 (“Settlement Sum”)  and that Mr Wan and Shenhuo Coal shall bear joint and several liability.[21]

17.  On 26 June 2025, the Applicant paid the Settlement Sum to Gerald.[22]

DISCUSSION

18.  Section 290(1)  of the Companies (Winding Up and Miscellaneous Provisions)  Ordinance (Cap. 32)  (“CWUMPO”)  provides that:

“(1)  Subject to subsection (1A), in the case of a company which has been dissolved under section 226A, 227, 239 or 248, the court may at any time within 2 years of the date of the dissolution, on an application being made for the purpose by the liquidator of the company or by any other person who appears to the court to be interested, make an order, upon such terms as the court thinks fit, declaring the dissolution to have been void, and thereupon such proceedings may be taken as might have been taken if the company had not been dissolved.

(1A)    The liquidator of the company or other person who appears to the court to be interested may at any time apply to extend the period of 2 years referred to in subsection (1)  and the court may so extend, on such terms and conditions as seem to it just and expedient, if it is satisfied that there are exceptional circumstances justifying the extension.”

19.  The principles governing an application under s.290(1)  have been summarised in Re Centre Rise Trading Ltd [2024] HKCFI 2315 at §§25-27, per Ng J, as follows:

(1)  The purpose of s.290(1)  is to enable the liquidator to distribute an overlooked asset or to enable a creditor to make a claim which he has not previously made (Stanhope Pension Trust Ltd v Registrar of Companies [1994] BCC 84 at 87A, per Hoffmann LJ, as he then was).

(2)  The purpose of s.290(1)  is not limited to the two purposes identified and is apt to cover analogous situations such as where a liquidator was aware of an asset but unaware that the asset has any realisable value (Re Matrix Industries Limited [2004] 1 HKLRD 44 at §47, per Kwan J, as she then was).

(3)  For an applicant to come within the meaning of “any other person who appears to the court to be interested”, he must show a sufficient pecuniary or proprietary interest in the restoration of the company. Although his pecuniary or proprietary interest does not need to be firmly established or highly likely to prevail, the purported interest must not be merely shadowy (Re Central Pacific Enterprises Ltd [2021] 2 HKLRD 477 at §§27, 32, per Ng J).

20.  In summary, the Applicant’s case is that:

(1)  the Applicant qua creditor has a right to make a substantial claim against the Company in respect of the Hongfan-Shenhuo Contract; and

(2)  the Former Liquidators were unaware that the Company had an asset which may be of substantial realisable value namely, the cause of action against QTX in respect of the QTX-Hongfan Contract.

Applicant’s claim against the Company (Hongfan-Shenhuo Contract)

21.  Mr Adrian TY Wong, counsel for the Applicant, submits that in the absence of any express choice of law, the proper law of contract in respect of the Hongfan-Shenhuo Contract should be PRC law, applying the closest and most real connection test (T v A [2018] 3 HKLRD 730 at §29, per Chow J (as he then was))[23] and taking into account the following matters:

(1)  The Subject Alumina (i.e. the contractual subject matter)  was delivered and stored at a warehouse in Qingdao;

(2)  Shenzhen Shenhuo is a Mainland company; and

(3)  Clause 11 provides that disputes in connection with the contract shall be submitted to CIETAC arbitration.

22.  The Applicant adduces an opinion prepared by Messrs. Beijing Jincheng Tongda & Neal Law Firm (“Legal Opinion”)  which opines that under PRC law:

(1)  Shenzhen Shenhuo is entitled to make a claim against the Company for the losses suffered as a result of the Company’s failure to deliver genuine documents for the release of the Subject Alumina, based on the Award’s finding that the Rukudan was forged and the CWT Warehouse Receipt is invalid.[24]

(2)  Shenzhen Shenhuo’s claim is not time-barred.  Whilst the cause of action accrued on 25 February 2022 (i.e. date of the Award), the statutory limitation period of 3 years has not expired given that the period has been suspended since the Company’s dissolution on 6 November 2024.[25] 

(3)  Shenzhen Shenhuo’s cause of action against the Company subsists notwithstanding its deregistration on 17 June 2022.[26] 

(4)  The Applicant, as Shenzhen Shenhuo’s sole equityholder, succeeded all its assets, rights and obligations and may bring proceedings in the Applicant’s own name to enforce the same.[27]

23.  On the basis of the above evidence, I accept that the Applicant has a sufficient pecuniary interest in restoring the Company.

Company’s claim against QTX

24.  Mr Wong submits that the Former Liquidators were unaware that the Company had an asset, in the form of a claim against QTX in respect of the QTX-Hongfan Contract, when they applied for release and dissolution on 17 June 2021 as the Award was only issued on 25 February 2022.[28]

25.  Mr Wong contends that in the absence of any express choice of law, the proper law of contract in respect of the QTX-Hongfan Contract should also be PRC law, taking into account the following matters[29]:

(1)  The Subject Alumina (contractual subject matter)  was delivered and stored at a warehouse in Qingdao;

(2)  QTX is based in Ningxia;[30] and

(3)  Clause 12 provides that all disputes in connection with the contract shall be submitted to CIETAC arbitration.

26.  Mr Wong refers to the Legal Opinion, which opines that under PRC law[31]:

(1)  The Company is entitled to make a claim against QTX for the losses suffered as a result of QTX’s failure to deliver genuine documents for the release of the Subject Alumina (based on the Award’s finding that the Rukudan was forged and the CWT Warehouse Receipt is invalid).[32]

(2)  The Company is entitled to claim damages including (a)  any compensation to be paid to the Applicant under the Hongfan-Shenhuo Contract; (b)  loss of profit; and (c)  legal costs and expenses.[33]

(3)  The Company’s claim against QTX is not time-barred as the Company was not aware of its cause of action prior to its dissolution, and time only starts to run when its legal status is restored and becomes aware of its cause of action against QTX.[34]

27.  Mr Wong contends that the Applicant has sufficient pecuniary interest in restoring the Company as any sums recovered from QTX by the Company may be used to meet the Applicant’s claim against the Company in respect of the Hongfan-Shenhuo Contract.[35]

28.  It appears that the Company’s cause of action against QTX is an asset which may be realised for the benefit of its creditors (including the Applicant)  if the governing law of the QTX-Hongfan Contract is PRC law.  The cause of action was overlooked by the Former Liquidators when they applied for their release and dissolution of the Company.  On this basis, it would not be futile for the court to exercise its power to revive the Company.   

Effect of declaring dissolution void  

29.  In the draft order submitted to the court, the Applicant seeks an order to release and discharge of Mr Cheng as a liquidator of the Company.  At the hearing, this Court raises the question as to why it is necessary to order the release of Mr Cheng when the court has already ordered the release of the Former Liquidators (including Mr Cheng)  on 5 November 2024. 

30.  Mr Wong submits that upon the court making a declaration that the dissolution of a company be void, Mr Cheng’s office as liquidator would be revived.  Reliance is placed on Re Hanluck Investments Ltd [2018] 6 HKC 374 where DHCJ Marlene Ng (as she then was)  held (at §§48, 60)  that:

(1)  in the context of a company wound up pursuant to a creditor’s petition, “[t]he consequence of declaring the dissolution of a company void and reviving the company is that the office of the former liquidators revive and they remain as liquidators of the company”, citing Commissioner of Inland Revenue v Registrar of Companies [1998] 1 HKLRD 875, 877, per Yuen J (as she then was); and

(2)  “upon dissolution being declared void pursuant to section 290 of the Ordinance, the former liquidators resume office”, citing Re China Ample Development Ltd[36], HCMP 907/2015, 7 May 2015, at §6, per Godfrey Lam J (as he then was). 

31.  Mr Wong contends that the facts of Hanluck are very similar to the present case.  In Hanluck, the court ordered the release of the liquidators on 16 February 2004 (pursuant to s.205), and the dissolution of the company on 12 May 2004 (pursuant to s.227)  (at §11).  More than 3 years after the dissolution, one of the former liquidators (applicant)  applied to revive the company.  The Judge extended the time for the applicant to make the application, declared the dissolution void, and ordered the applicant “be released and discharged as liquidator of the Company” (at §62(d)).   

32.  However, it seems that in Hanluck, the learned Judge’s attention was not drawn to the effect of s.205(4)  and that Commissioner of Inland Revenue was distinguishable as it was concerned with voluntary liquidation, rather than compulsory liquidation.

33.  In his supplemental submissions, Mr Wong cites the following authorities in support of the proposition that once a company is revived, the former liquidators would resume their office:

(1)  In Re China Ample Development Ltd, HCMP 907/2015, 7 May 2015, at §6, where Godfrey Lam J (as he then was)  observed that “the former liquidators of the company – who would then resume their office upon the revival of the company – have [no] objection to the application”.

(2)  In Re Man Fung Land Investment Co Ltd [2018] HKCFI 2251 at §36, DHCJ William Wong SC (as he then was)  cited Commissioner of Inland Revenue and Re China Ample Development as authorities for the proposition that “As a matter of law, as a result of the court’s declaring the dissolution of a company void and reviving a company the office of the former liquidators revives such that he remains a liquidator of that company”.

34.  I am unable to agree with Mr Wong’s submissions.

35.  The starting point is that where, as here, the court made an order releasing a liquidator from his office, the appointment came to an end and the release operated as a removal of the liquidator from his office.  Section 205 of CWUMPO provides as follows:

“(1)  This section applies if the liquidator of a company that is being wound up by the court –

(a)  has –

(i)  realized all of the property of the company, or so much of the property of the company that, in the opinion of the liquidator, can be realized without needlessly protracting the liquidation;

(ii)  distributed a final dividend, if any, to the creditors; and

(iii)  adjusted the rights of the contributories among themselves, and made a final return, if any, to those contributories;

(b)  has resigned or been removed from the office of liquidator; or

(c)  has passed away.

(1A)  The liquidator or (if subsection (1)(c)  applies)  the personal representative of the liquidator may apply to the court for the release of the liquidator.

...

(3)  An order of the court releasing the liquidator shall discharge him from all liability in respect of any act done or default made by him in the administration of the affairs of the company, or otherwise in relation to his conduct as liquidator, but any such order –

(a)  does not prevent the exercise of the court’s powers under section 276; and

(b)  may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact.

(4)  Where the liquidator has not previously resigned or been removed, his release shall operate as a removal of him from his office.” (underlined added)

36.  There is nothing in s.290(1)  of CWUMPO which displaces or reverses an order made by the court under s.205, still less the effect prescribed by s.205(4).   

37.  As is clear from the wordings of s.290(1)  of CWUMPO, the section is directed to giving power to the court to “make an order, upon such terms as the court thinks fit, declaring the dissolution to have been void, and thereupon such proceedings which may be taken place if the company had not been dissolved”.  The section does not have the effect of reversing any order made by the court prior to its dissolution.  Nor does it have the effect of validating corporate activity or purported acts of a dissolved company.  The legal effect of a declaration made under the English equivalent provision of our s.290(1)  was explained by Parker LJ in Smith v White Knight Laundry Ltd [2001] 1 WLR 616 at §§52-53[37] in this way:

“52. In our judgment, the effect of a declaration under section 651(1)  declaring the dissolution of a company ‘to have been void’ is as described by Vaisey J in re C W Dixon [1947] 1 Ch 251. The section with which Vaisey J was concerned was section 294 of the Companies Act 1929 (which was in all material respects in the same terms as sections 651(1)). Vaisey J said, at p 255:

‘Anyone can declare a dissolution to be void; it is a mere matter of utterance; but when the court is given power to declare that something has happened, I apprehend the legislature must inevitably intend to give the court power of making a declaration which is effective. In other words, if a declaration is made to that effect, the dissolution is void. It is to be observed that the declaration is not that the dissolution is void at the date of the order, or that it is to be deemed to be void, or that it is to become void, or anything of the kind, but the order which is contemplated is an order declaring ‘the dissolution to have been void’; that is to say, void at the time when the company was supposed, wrongly as we now know, to have been dissolved. In my judgment, if I declare the dissolution of C W Dixon Ltd . . . to have been void, the result will be that it was void ab initio, and all the consequences under the [Companies Act 1929], or otherwise, which flow from that dissolution are themselves avoided . . . In my view, the avoidance of dissolution has the effect which one would have expected, and I propose, therefore, to give the present petitioners no more than an order following the precise words of the relevant section.’

53. As mentioned earlier, Vaisey J cited Morris v Harris [1927] AC 252 as providing support for his decision. In our judgment he was right to do so. In the passages from the speeches of Lord Sumner and Lord Blanesborough on which Mr Gore relies (quoted earlier in this judgment)  a crucial distinction is made between on the one hand the corporate existence of the company, which is restored as from the date of the dissolution, and on the other hand proceedings which had taken place during the period of dissolution (referred by Lord Blanesborough as ‘corporate activity’). In Morris v Harris the House of Lords decided that purported acts of a dissolved, and hence non-existent, company were not validated by the subsequent avoidance of the dissolution. But that it not the instant case. In the instant case, all that is needed for the accrual of a cause of action against the company is corporate existence—no question of ‘corporate activity’, in the sense in which Lord Blanesborough used that expression, arises.” (underlined added)

38.  In the present case, the Court ordered the release of the Former Liquidators on 5 November 2024.  This was followed by another order made on 6 November 2024 dissolving the Company.  Thus, at the highest, the effect of the court making a declaration that the dissolution of the Company be void would only restore the Company as at the date of its dissolution.  It would not have the effect of reversing or invalidating an earlier order made by the court releasing the Former Liquidators from their office. 

39.  Further, I do not think that the authorities cited by Mr Wong support his proposition. 

40.  In Commissioner of Inland Revenue and Man Fung Land, the court dealt with a company in voluntary liquidation, which is governed by different statutory provisions from those applicable to compulsory winding up.  In voluntary winding up:

(1)  There is no provision for release of a liquidator.  Indeed, the court has no involvement in the process unless an application is made by a liquidator, contributory or creditor under s.255 of CWUMPO asking the court to determine any questions or exercise any powers which the court might exercise if the company were being wound up by the court.

(2)  Section 239 (which applies to members’ voluntary winding up)  and s.248 (which applies to creditors’ voluntary winding up)  provide that once the affairs of the company are fully wound up, the liquidator shall prepare an account, hold final general meeting, send a copy of the account to the Registrar of Companies and make a return to the Registrar of the holding of the meeting.  The Registrar shall forthwith register the account and the return, and the company shall be dissolved on the expiration of 3 months from the registration of the return. 

(3)  The office of the liquidator, who has not been released at the time of dissolution of the company, resumes once the court makes a declaration under s.290(1)  that the dissolution be void.

41.  Although in Re China Ample Development the company was in compulsory liquidation and was ordered to be dissolved, there was no mention of the fact that the court had made an earlier order to release the former liquidators prior to the dissolution of the company.  In any event, the learned Judge’s observation concerning resumption of the office of the former liquidators was only made in the context of the former liquidators having no objection to the application.  It cannot be taken as authority for the proposition that upon the revival of a dissolved company, the former liquidators who had been released by an order of the court would resume their office. 

Terms of the order

42.  For the above reasons, this Court made an order in the following terms:

a.  The dissolution of Hongfan International Limited (鴻帆國際有限公司)  (Business Registration No. 33401409)  (“Company”)  be declared void pursuant to section 290(1)  of the Companies (Winding Up and Miscellaneous Provisions)  Ordinance (Cap. 32)  (“Ordinance”);

b.  SUEN FUK YUEN, BERNIE and CHU CHIN HING, of Suite 708, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong, be appointed as joint and several liquidators of the Company (“Joint and Several Liquidators”);

c.  A sealed copy of this Order be delivered by the Applicant to the Registrar of Companies for registration of the Company within 7 days of the date of this Order pursuant to section 290(2)  of the Ordinance;

d.  The Joint and Several Liquidators shall file all outstanding liquidator’s statements with the Registrar of Companies pursuant to section 284 of the Ordinance within 180 days of the date of this Order;

e.  The Joint and Several Liquidators shall cause the Company to change its company name in Chinese and in English and file with the Registrar of Companies a Notice of Change of Company Name (Form NNC2)  within 28 days from the date of this Order;

f.  Upon delivery of this Order to the Companies Registry, if the name of the Company is the same as or, in the opinion of the Registrar of Companies, too like a name appearing at the time in the index of the company names maintained by the Registrar of Companies, the Joint and Several Liquidators shall cause the name of the Company to be changed within 30 days of the notice that may be issued by the Registrar of Companies directing the Company to change its name;

g.  Each of the Applicant and Joint and Several Liquidators shall cause the Business Registration No. 33401409 to be mentioned together with the name of the Company or the former name of the Company (as the case may be)  whenever the Company is referred to in any document by each of them;

h.  The Applicant shall pay the costs of the Registrar of Companies in the sum of HK$5,000 within 7 days from the date of this Order;

i.  Save as aforesaid, there be no order as to costs.