RE TAI PING SHAN LTD (IN OFFICIAL LIQUIDATION)

HCMP 389/2026

[2026] HKCFI 4079

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 389 OF 2026

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REASONS FOR JUDGMENT

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1.  By originating summons filed on 11 March 2026 (“OS”) the principal joint official liquidators[1] (“JOLs”) of Tai Ping Shan Limited (in official liquidation) (“Company”) apply for:

(1)  Recognition of the Company’s liquidation and the JOLs’ appointment by the Grand Court of the Cayman Islands (“Cayman Court”); and

(2)  Assistance in the form of the powers set out in the draft order to the OS.  

Background

2.  The Company was incorporated under the laws of the Cayman Islands on 4 December 2020.  It engaged in the business of over-the-counter (“OTC”) trading of cryptocurrencies and fiat-to-crypto trades[2].

3.  Two of its founders were also founders and directors of Three Arrows Capital Ltd. (in liquidation) (“3AC”), a Singapore-based cryptocurrency hedge fund. 

4.  In mid-2021, the Company commenced business as an OTC cryptocurrency trading desk primarily for 3AC, which was subsequently extended to offering trading services to other clients, money lending and borrowing transactions with companies connected to or associated with 3AC[3].

5.  In June 2022, 3AC was ordered to be wound up.  The winding up of 3AC and the plunge in cryptocurrency prices affected the operational activity of the Company, and the Company ceased operations in 2023[4].

6.  On 15 January 2025, Arrakis Capital Limited (“Arrakis”), a creditor of the Company, presented a petition in the Cayman Court seeking to wind up the Company on the ground that it was unable to pay its debts.  On 1 April 2025, Arrakis amended the petition seeking appointment of the JOLs[5].

7.  On 14 May 2025, the Company was ordered to be wound up and the JOLs were appointed as the official liquidators of the Company (“WU Order”)[6].

8.  According to the JOLs’ investigations, the primary assets of the Company were digital assets (cryptocurrency tokens) and claims in the liquidation of 3AC and FTX Trading Ltd.  Following their appointment, the JOLs sought documents and information from various third parties[7]. However, the JOLs’ enquiries with some of the third parties in Hong Kong (described in §§9-13 below) (“Identified Persons”) have been met with their refusals to cooperate with the JOLs.

9.  Mr Timothy Chan (“Mr Chan”), who provided an address in Sheung Wan in his proof of debt[8]:

(1)  He is one of the co-founders of the Company and its Chief Executive Officer.  He was a 43% shareholder of the Company until 14 May 2021 when he transferred all his shareholding to Three Lucky Charms Ltd, an entity controlled by his wife, Ms Wei You (“Mrs Chan”) [9].

(2)  Immediately upon their appointment, the JOLs requested information and documents from Mr Chan.  Although Mr Chan attended to some calls, he only provided limited information and refused to provide access to some of the Company’s email accounts, claiming that the information was “privileged”.  After it was explained to him that any such privilege belonged to the Company and could only be asserted by the JOLs since the Company’s liquidation, he did not respond further on the request[10].

(3)  Other requests were ignored or met with piecemeal responses, such as temporary access to the Company’s cryptocurrency account with MetaMask, login credentials for only 3 email accounts, and a Statement of Affairs submitted on 26 June 2025 but did not include any underlying supporting information[11]. 

(4)  In a letter dated 14 October 2025, Mr Chan’s solicitors, Neo Solicitors LLP (“Neo Solicitors”), claimed that as Mr Chan was not a director or officer of the Company, he was unaware of the basis upon which the JOLs’ information requests were made[12]. 

10.  Mr Yi Long Fung (Lawrence) (“Mr Fung”) who provided an address in Tseung Kwan O in his proof of debt[13]:

(1)  He had been the Company’s Chief Operating Officer since 12 May 2021 and was its sole director as at the date of its liquidation[14].

(2)  Following the JOLs’ request, Mr Fung attended a call with the JOLs on 20 May 2025 but only provided login credentials for some cryptocurrency accounts, and claimed that Mr Chan held most of the information required by the JOLs[15].

(3)  Other requests were ignored or met with piecemeal responses.  Mr Fung provided a Statement of Affairs on 26 June 2025 but did not include underlying supporting information, or information regarding certain post-petition withdrawals[16].

(4)  By letter dated 14 November 2025, Mr Fung’s solicitors, Justin Chow & de Bedin Solicitors LLP (“JCB”), claimed that Mr Fung had already used his best endeavours to respond to the queries and provided a letter of resignation from Mr Fung dated 13 October 2025[17]. 

11.  H9 (Asia) Ltd (“H9 Asia”) is a Hong Kong company.  Its sole shareholder and director, Mr Ying Ho Kwok (Jimmy) (“Mr Kwok”), provided a Sha Tin address in an order confirmation obtained by the JOLs[18]:

(1)  H9 Asia was the Company’s IT service provider.  According to a letter from JCB dated 14 January 2026, H9 Asia received certain post-petition payments from the Company.  

(2)  The JOLs on 21 May 2025 sent letters and emails to H9 Asia and called Mr Kwok on 17 July 2025 to request for information.  However, no substantive response has been received from H9 Asia or Mr Kwok[19].

12.  Peace Hill Capital Ltd (“PHC”), a Hong Kong company:

(1)  Provided the Company’s payroll and client onboarding services.  Its sole shareholder and director is Mrs Chan, but Mr Chan claimed that PHC was managed by him[20].

(2)  Since 4 June 2025, the JOLs have requested PHC to provide information concerning the Company.  Although Neo Solicitors responded on 20 June 2025 that PHC had been collating the information requested, no further response was received[21].

13.  The JOLs also wrote to 16 former employees of the Company (of which 15 are based in Hong Kong) to request for records of the Company but no response was received[22].  The JOLs were faced with a situation where majority of their requests for information and documents, including login credentials for other email accounts of the Company (which linked to access to cryptocurrency platforms), remain outstanding. 

14.  Against the above background, the JOLs applied to the Cayman Court for a Letter of Request, which was issued by the order of  Justice David Doyle dated 16 January 2026 (“LOR”), followed by the present application[23].

Applicable principles

15.  The principles governing an application for recognition and assistance of office-holders appointed by a foreign court are well established and have been summarized in Re USUM Investment Group Ltd [2026] HKCFI 1320:

(1)  Recognition of the fact of a foreign officeholder’s appointment and his powers over a company’s affairs is a matter of ordinary private international law principle (§53(1)).  

(2)  The court may recognise the appointment of a foreign insolvency officeholder where:

(a)  The foreign proceedings are collective insolvency proceedings;

(b)  The foreign proceedings are conducted in the jurisdiction of the company’s place of incorporation or where its centre of main interests (COMI) is located; and

(c)  Recognition is not barred on grounds of public policy, fraud or breach of natural justice, or the enforcement of foreign penal or revenue laws (§59(1)).  

(3)  Assistance refers to grant of specific power by the domestic/assisting court in furtherance of officeholders’ functions (§53(4)).  The court may grant assistance to a foreign insolvency officeholder where:

(a)  The appointment of the foreign insolvency officeholder is recognised under Hong Kong law;

(b)  The power which the officeholder invites the court to exercise or confer is of a nature which the court has recognised at common law or which is proper for the court to exercise having regard to the proper exercise of the judicial function;

(c)  The order sought is one which can be made under the law by which they were appointed;

(d)  The assistance is necessary for the administration of the foreign winding-up or the performance of the office-holder’s functions; and

(e)  The order sought is consistent with the substantive law and policy of the Hong Kong court (§59(2)).

16.  A standard form of order is used to provide recognition and assistance, and includes the granting of power to operate, open and close any bank accounts in the name and on behalf of a company for the purpose of recovering receivables and collecting assets (Re USUM at §§47, 78(2)). 

Recognition of liquidation and appointment of JOLs

17.  All the requirements for recognition of the liquidation of the Company and the appointment of the JOLs are satisfied.  

18.  First, the Company is and has since 14 May 2025 been in liquidation in the Cayman Islands under the supervision of the Cayman Court, and the proceedings are collective insolvency proceedings.  

19.  Second, the liquidation has been commenced and conducted in the Company’s place of incorporation.  The powers under the Companies Act (2025 Revision) in the Cayman Islands (“Companies Act”) were conferred on the JOLs by virtue of the WU Order[24].

20.  Third, there is no public policy concern which may bar the Court granting an order recognising the liquidation and the appointment of the JOLs.

Assistance to JOLs

21.  As submitted by Ms Cheung, the requirements for grant of powers by way of assistance to the JOLs are also satisfied. 

22.  First, the appointment of the JOLs is recognised under Hong Kong law.

23.  Second, powers which the JOLs seek by way of assistance are concerned with collecting and taking control over the Company’s assets as well as information and documents relating to the Company.  These powers are and have consistently been granted by the court in the exercise of the power under common law to recognise and assist foreign office-holders. 

24.  Third, the powers sought by way of assistance are powers  conferred by the WU Order and the Companies Act (Re USUM§59(2)). As Ms Cheung submits:

(1)  The powers sought fall within the scope of the LOR, which in turn are limited to what the JOLs considered to be necessary[25].

(2)  The preamble of the LOR refers to ss.103 and 138 of the Companies Act which confer powers on the JOLs(Re USUM §57).

(3)  §2 of the LOR confirms that the powers set out therein are available to the JOLs as a matter of Cayman Islands law.

(4)  The LOR also confirms that “THE GRAND COURT grants assurance that there is no limitation on the powers that it exercises under the insolvency laws of the Cayman Islands that would prevent it from making the orders of the sort requested of the Hong Kong Court”.

25.  Ms Cheung has prepared a table showing the terms of the powers sought are the same or within the scope of the powers which the JOLs have under Cayman law, as confirmed by the LOR. 

26.  Fourth, the powers sought by way of assistance are necessary to assist the JOLs to perform their functions in Hong Kong:

(1)  The JOLs believe that the Identified Persons, by virtue of their previous involvement in managing or dealing with the affairs of the Company, must have possession, custody or power of the assets and books and records of the Company.  Access to the books and records will assist the JOLs’ investigations and more importantly, allow them to gain access to the relevant platforms at which the Company’s digital assets are kept or traded[26].

(2)  The Identified Persons and each of them is based in or incorporated in Hong Kong and, therefore, subject to the in personam jurisdiction of the court.  The JOLs have requested the Identified Persons to provide information and documents concerning the Company but they have not been cooperative in providing all the information and documents requested of them.  In particular, no response has been received from the 15 former employees based in Hong Kong.

(3)  Although Mr Chan and Mr Fung initially provided some information to the JOLs without questioning their authority to act on behalf of the Company, they changed their stance and began to raise objections:

(a)  Mr Chan refused to provide information on the ground of privilege, and claimed that he was unaware of the basis upon which the JOLs’ information requests were made as Mr Chan was not a director or officer of the Company.

(b)  Mr Fung attempted to resign as director even though the Company was already in liquidation.

(4)  As in Re Regan Global All Weather Strategy Fund SPC [2026] HKCFI 1533 §32(2) and Re NEP Holdings (Malaysia) Berhad [2026] HKCFI 1863 §§6, 30-31, the powers sought by the JOLs would “give teeth” to the JOLs’ information requests, and enable the JOLs to seek further orders from the Hong Kong court to compel the Identified Persons to produce documents if needed.

27.  Lastly, the orders sought are also consistent with the substantive law and policy of the court. 

Other matters

28.  Ms Cheung very properly draws to the court’s attention the following matters which may be relevant to the court’s consideration of the application:

(1)  There has also been no undue delay (cf. Re USUM §76(1)).  The JOLs were appointed on 14 May 2025, and have been carrying out investigations since then.  The LOR was obtained on 16 January 2026, and the present application was taken out within 2 months.

(2)  Notice of the application and the hearing has been given to each of the Identified Persons between 9 and 15 April 2026.  Save for Mr Fung’s solicitors who indicated on 13 April 2026 that they had no comments on the application, none of the Identified Persons have responded to the application. 

(3)  In any event, as explained in Lau 1^st at §60, the Identified Persons were already made aware in correspondence that the JOLs considered that they fell within ss.103 and/or 138 of the Companies Act, and the JOLs intended to apply for LOR.

Disposition

29.  It is in the circumstances appropriate for this Court to make an order in the following terms:

(1)  The liquidation of the Company and the appointment of Neema Griffin of Teneo (Cayman) Limited, So Kim Lau of Teneo Asia Limited and Russell Crumpler of Teneo (BVI) Limited as principal joint official liquidators of the Company (“Principal JOLs”) and Martin Trott of R&H Restructuring (Cayman) Ltd as an additional joint official liquidator of the Company (together with the Principal JOLs, the “JOLs”) pursuant to the order of the Cayman Court dated 14 May 2025, be recognised by this Court;

(2)  The JOLs have and may exercise in the Hong Kong Special Administrative Region the following powers:

(a)  to request and receive from third parties (including but not limited to Mr Chan, Mr Fung, H9 Asia, Mr Kwok and PHC and former employees of the Company (“Identified Persons”)),documents and information (including such in electronic form) concerning the Company and its promotion, formation, business dealings, accounts, assets, liabilities or affairs including the cause of its insolvency;

(b)  to locate, protect, secure and take into their possession and control allassets and property within the jurisdiction of this Court to which theCompany is or appears to be entitled, including such assets and property asmay be in the hands of the Identified Persons;

(c)  to locate, protect, secure and take into their possession and control thebooks, papers, and records (including those in electronic form) of theCompany including login credentials of all email accounts which were orhave been used by the Company, the accountancy and statutory recordswithin the jurisdiction of this Court and to investigate the assets and affairsof the Company and the circumstances which gave rise to its insolvency. The books, records and documents of the Company include:

(i)  Emails exchanged and other correspondence between the Company and its auditors, and the Company and other third parties; and

(ii)  Documents and information provided by the Company to its auditorsand provided by the auditors to the Company in relation to the auditwork;

(d)  to take all necessary steps to prevent any disposal of the Company’s assets and, in particular, to secure any credit balances in any bank accounts and any other accounts opened with financial institutions in the name or under the control of the Company within this jurisdiction;

(e)  to operate and open or close any bank accounts and any other accountsopened with financial institutions in the name and on behalf of the Companyfor the purpose of collecting the assets and paying the costs and expensesof the JOLs;

(f)  to retain and employ barristers, solicitors or attorneys, accountants and/orsuch other agents or professional persons as the JOLs consider appropriatefor the purpose of advising or assisting in the execution of their powers andduties under this Order;

(g)  so far as may be necessary to supplement and to effect the powers set outherein, to bring legal proceedings and make all such applications to thisCourt, whether in their own names or in the name of the Company, on behalfof and for the benefit of the Company, including any applications for:

(i)  Orders for disclosure, the production of documents and/orexamination of the directors and/or former officers of the Company(including Mr Fung and Mr Chan) and third parties to facilitate theirinvestigations into the assets and affairs of the Company and thecircumstances which gave rise to its insolvency; and/or

(ii)  Ancillary relief such as freezing orders, search and seizure orders inany legal proceedings commenced;

(3)  Anything that is authorised or required to be done by the JOLs is to be done by allor anyone of them; and

(4)  There be general liberty to apply.

30.  For the reasons explained in §76(9) of Re USUM, the question of the JOLs’ entitlement to costs is a matter for the Cayman Court, being the court supervising the liquidation of the Company.  It is not necessary to make any costs order in respect of the application.