RE FOREVER WINNER INTERNATIONAL LIMITED (IN LIQUIDATION)

HCMP 1105/2026

[2026] HKCFI 5125

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1105 OF 2026

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REASONS FOR JUDGMENT

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1.  By ex parte originating summons dated 8 July 2026 (“OS”), the joint liquidators of Forever Winner International Ltd (in liquidation) (“Company”) appointed by the Eastern Caribbean Supreme Court in the High Court of Justice Virgin Islands Commercial Division (“BVI Court”) on 8 December 2025 apply for:

(1)  A declaration that the JLs (as defined below) as agents of the Company are authorised to conduct the affairs of the Company in Hong Kong and exercise the powers granted to them under the Appointment Order (as defined below); 

(2)  Alternatively, recognition of the Company’s liquidation and the JLs’ appointment by the BVI Court and assistance in the form of the powers set out in the OS. 

A.  BACKGROUND FACTS

2.  The Company was incorporated in the British Virgin Islands.  Mr Wang Jian Sheng (“Mr Wang”) and Mr Yao Guoliang (“Mr Yao”) are the ultimate beneficial owners of the Company through their respective wholly owned vehicles, Sino Century Holdings Limited and Jin Yao Holdings Ltd (“JYH”). 

3.  The Company was established primarily to hold shares in Strong Petrochemical Holdings Limited (“SPHL”).  SPHL is a Cayman Islands exempted company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited. 

4.  The Company’s principal assets are located in Hong Kong which comprise:

(1)  1,041,746,000 shares in SPHL (“SPHL Shares”) representing 49.06% of its issued share capital;

(2)  Unpaid interim dividend of HK$83.3 million payable by SPHL in respect of SPHL Shares (“Unpaid Dividend”); and

(3)  Several bank accounts maintained with UBS AG (“UBS”) in Hong Kong, including a HKD current account with cash balance of HK$594,082.88 as of 23 February 2026. 

5.  In late 2024, the relationship between Mr Wang and Mr Yao broke down.  Negotiations on buying out the other’s shares failed and no agreement could be reached to put the Company into voluntary liquidation.  On 20 December 2024, Mr Yao procured JYH to apply to the BVI Court for a winding up order against the Company on the “just and equitable” grounds[1].

6.  By order dated 8 December 2025, the BVI Court ordered the Company to be wound up on the “just and equitable” ground.  On the same day, Mr Luke Almond, Ms So Kit Yee Anita and Mr Leung Fredric Hin Hang were appointed as joint liquidators of the Company (“Appointment Order” and “JLs”).

7.  The JLs faced various obstacles in taking possession of the Company’s assets in Hong Kong in that:

(1)  UBS refused to transfer the account balances or add the JLs as authorised signatories of the accounts maintained by the Company.  By email dated 2 April 2026, UBS stated that it would consider proceeding with the JLs’ request regarding the Company’s bank accounts if the JLs obtain a “sealed Hong Kong Court order”.

(2)  By letter dated 2 February 2026, SPHL’s Share Registrar in Hong Kong, Tricor Investor Services Limited (“Tricor”), refused to accept instructions regarding the shareholding of the Company until the JLs obtain recognition of their appointment from the Hong Kong court.

8.  On 29 May 2026, the JLs caused the Company (as vendor) to enter into a sale and purchase agreement (“SPA”) with Speed Success Group Limited (“SSG”) (as purchaser) and Mr Wang (as purchaser guarantor) in respect of the SPHL Shares.  Clause 4.1(a) provides that completion is conditional upon the JLs having obtained an order from the Hong Kong court recognising their authority to exercise the powers on behalf of the Company in Hong Kong.

9.  On 24 June 2026, the BVI Court issued a letter of request to the Hong Kong court (“Letter of Request”).  In the Letter of Request, the BVI Court:

(1)  referred to the appointment of the JLs by the Appointment Order;

(2)  confirmed the need to seek the assistance of the Hong Kong court for the conduct of the liquidation of the Company;

(3)  confirmed that the JLs have powers under the BVI law and by virtue of  the Appointment Order as follows:

(a)  to request and receive from third parties documents, seals, account books, property and other information and data concerning the Company and its promotion, formation, business dealings, accounts, assets, liabilities or affairs;

(b)  to locate, protect, secure and take into their possession and control all assets, property, books, papers and records of the Company;

(c)  to carry on the business of the Company so far as may be necessary for its beneficial liquidation;

(d)  to take all necessary steps to prevent any disposal of the Company’s assets and to secure any credit balances in any bank, brokerage and/or securities accounts in the name or under the control of the Company within the jurisdiction of Hong Kong court;

(e)  to sell, realise or otherwise dispose of any assets or property of the Company;

(f)  to do all acts and execute, in the name of and on behalf of the Company, all deeds, receipts and other documents and for that purpose to use, when necessary, the Company seal;

(g)  to participate in any litigation or arbitration in the name of and on behalf of the Company;

(h)  to operate and open or close any bank, brokerage and/or securities accounts in the name and on behalf of the Company for the purpose of collecting the assets and paying the costs and expenses of the JLs;

(i)  to accept claims made against the Company from creditors in Hong Kong, adjusting such claims and admitting or rejecting the claims either in whole or part;

(j)  to pay any class of creditors in full and make any compromise or arrangement with creditors or persons claiming to be creditors or having or alleging themselves to have any claim against the Company;

(k)  to retain and employ barristers, solicitors, attorneys and/or such other agents or professional persons for advising or assisting in the execution of the JLs’ powers and duties;

(l)  to bring legal proceedings and make all such applications to Hong Kong courts on behalf of and for the benefit of the Company;

(m)  to perform any other duties or exercise any other powers as are available to them as a matter of BVI law and would be available to them under Hong Kong law; and 

(4)  requested the Hong Kong court to recognise the liquidation of the Company and the appointment of the JLs, and provide assistance to them. 

10.  The JLs contend that as the primary assets of the Company are the SPHL Shares and the same have not been realised, the Company is cashflow insolvent[2]. However, as this Court observes during the hearing, the Company must be solvent given that it was wound up on the “just and equitable” ground pursuant to a petition presentation by a shareholder.  In any event, the suggestion that the Company is cashflow insolvent is artificial given that the Company is an investment holding company, and there is no pressing need to repay any debts. 

11.  The JLs submit that this application is urgent.  It is said that trading in SPHL’s shares has since 31 December 2024 been suspended and SPHL is at risk of being delisted.  If SPHL is delisted, it may diminish the value of the SPHL Shares and increase the likelihood of SSG withdrawing from the SPA.  This, in turn, would undermine the JLs’ effort in realising the Company’s assets for the benefit of those who have interests in the liquidation[3].

B.  RECOGNITION AND ASSISTANCE TO SOLVENT LIQUIDATION

12.  This application concerns a solvent liquidation where the Company was wound up on the “just and equitable” ground owing to a deadlock between the shareholders and directors.  The first issue which the court has to decide is whether the common law power to grant recognition of foreign liquidation and assistance to foreign liquidator extends to liquidation proceedings where the subject company is solvent. 

B1.  Current position

13.  In Re USUM Investment Group Limited [2026] 3 HKC 528, this Court summarised the respective criteria for seeking recognition and assistance in relation to foreign insolvency proceedings (§59):

“59. The criteria for recognition and assistance may be summarised as follows:

(1) The court may recognise the appointment of a foreign insolvency office-holder 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 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.

(2) The court may grant assistance to a foreign insolvency office-holder where:

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

(b) The power which the office-holder 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.”

14.  In Re USUM, the company was under court-supervised reorganisation/administration on the ground that it was insolvent.  The court re-affirmed the principle that one of the criteria for the court to grant recognition under common law is that the foreign proceeding is a collective insolvency proceeding (Re USUM §§59(1)(a), 61).  There is no exhaustive definition of collective insolvency proceeding, but its central feature is “a process intended to regulate the rights of creditors or a class of creditors of a company, which is insolvent or seriously financially distressed” (Re USUM §63(1); Re Ping An Securities Group (Holdings) Ltd [2021] 2 HKLRD 204 §15). 

15.  The current position in Hong Kong is that the common law power of recognition and assistance does not apply to  solvent liquidation.  In Re Supreme Tycoon Ltd (In Liq) [2018] 1 HKLRD 1120, the company was ordered to be wound up by the BVI court in proceedings commenced by a shareholders’ resolution in circumstances where the company was insolvent.  Harris J agreed with the dissenting observations in Singularis Holdings Ltd v PricewaterhouseCoopers [2015] AC 1675 (§17) where Lord Neuberger said:

“158. … Companies may be in court-imposed liquidation in many jurisdictions when it is ‘just and equitable’ to wind them up, even if they are solvent: I do not see why liquidators in such a case should be able to invoke the Power [to assist] when other people running solvent companies could not do so.”

16.  Harris J observed that the principle of modified universalism is concerned with collective insolvency proceedings, which he considered is determinative of the availability of cross-border insolvency assistance.  Since a foreign solvent liquidation is not a collective insolvency proceeding and is more akin to a “private arrangement” (as in Singularis), it would not fall within the principle of modified universalism.  His Lordship declined to follow Re Betcorp Ltd 400 BR 266 (Bankr D Nev 2009), which he considered to be a controversial decision from the perspective of the Model Law (§§15-17).

17.  The same approach was adopted in Re Seahawk China Dynamic Fund [2022] 3 HKLRD 469, which concerned an application for recognition and assistance made by the provisional liquidators appointed by the Cayman court.  Harris J considered the following matters:

(1)  The provisional liquidators accepted that the process they are conducting is not a collective insolvency process, and the COMI of the company is not in Cayman Islands (§7).

(2)  There are dicta in English and Hong Kong authorities (Singularis §158 and Supreme Tycoon §17) suggesting that the court would not grant insolvency assistance to foreign officeholders if the company is solvent (§8).

(3)  Most other jurisdictions (except the US and Singapore) adopt the position that only foreign insolvent liquidation processes will be recognised as the principle of modified universalism underpinning the common law power of recognition and assistance is concerned with insolvency (§9). 

(4)  Re Betcorp was followed by the Singapore court in Re Gulf Pacific Shipping Ltd [2016] SGHC 287 where Abdullah JC recognised a Hong Kong creditors voluntary liquidation.  However, in Re Sturgeon Central Asia Balanced Fund Ltd (No 2) [2020] 1 BCLC 600, Chief ICC Judge Briggs concluded that the Model Law has no application to solvent liquidation.  Although Hong Kong has not adopted the Model Law, the analysis based on the Model Law is relevant to the extent that it demonstrates the current international thinking on recognition and assistance rather than being directly relevant (§§10-13).

18.  After considering the above principles, Harris J concluded that the common law power of recognition and assistance has no application to solvent liquidation in this way (§13):

“Recognition and assistance in Hong Kong are matters purely of common law.  In my view it is clear that the common law principles of recognition and assistance that apply to foreign collective insolvencies processes and which are based on the common law principle of modified universalism have no application to solvent liquidations.  The principles that are engaged are those of conflict of laws applicable to corporations, which are independent of those of cross-border insolvency.  They are summarised in various authorities.  It is sufficient to quote passages from them.  In Re Grand Peace Group Holdings Ltd[4], I held what I understand to be uncontroversial, namely, that:

As a matter of Hong Kong law generally matters concerning the constitution and management of the affairs of a foreign company are determined by the laws of the place of its incorporation.

…

Lord Sumption explains the principle in broader terms in Singularis[5]:

Even without a winding up, the court could, on ordinary principles of private international law, have recognised as a matter of comity the vesting of the company’s assets in an agent or office-holder appointed or recognised under the law of its incorporation.  For many years before a corresponding rule was recognised for the winding up of foreign companies, the principle had been applied in the absence of any statutory powers to the English moveable assets of a foreign bankrupt which had been transferred to an office-holder in an insolvency proceeding under the law of his domicile.”

19.  On the above basis, Harris J considers that if a foreign court of a company’s place of incorporation has made an order appointing a liquidator, the liquidator will be able to act as the agent of the company with the powers he has as such agent.  Instead of seeking a more general order that replicates the type of order providing for common law recognition and assistance, the provisional liquidators should ask for a declaration that they are able to act as the agents of the company in Hong Kong with the consequence that they are entitled to make certain requests and take certain action on behalf of the company (§14).  However, it seems to me that the basis for granting a declaratory relief was to assist the provisional liquidators to perform their functions in Hong Kong, although His Lordship did not consider that the source of the power to grant the relief derived from the common law power of recognition and assistance. 

B2.  Meaning of “foreign proceeding” under Model Law

20.  Although Hong Kong has not adopted the UNCITRAL Model Law for Cross-Border Insolvency (“Model Law”), it is instructive to consider how the jurisdictions which have adopted the Model Law analyse and interpret the meaning of “foreign proceeding” under the Model Law and the thinking on recognition and assistance, which was the approach adopted by Harris J in Seahawk (§§12-13). 

21.  Under the Model Law, “foreign proceeding” is defined in Article 2(a): 

“‘Foreign proceeding’ means a collective judicial or administrative proceeding in a foreign State, including an interim proceeding, pursuant to a law relating to insolvency in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganisation or liquidation;”

B2.1 US: “foreign proceeding” covers solvent/insolvent, voluntary/compulsory liquidation

22.  In Re Betcorp:

(1)  The creditor opposed the application for recognition under Chapter 15 of the US Bankruptcy Code on the grounds that (i) Betcorp’s winding up was not a lawsuit or legal proceeding pending in Australian court involving any of Betcorp’s creditors; (ii) Betcorp was not a bankrupt or in administration under Australian bankruptcy laws; and (iii) there was no lawsuit or other legal process by which a judge or other judicial officer directly supervised the liquidators’ actions in the winding up.  Betcorp’s actions in commencing voluntary liquidation were merely an unilateral cessation of business followed by a private and unregulated settling of accounts (p.9)

(2)  Judge Markell rejected the arguments, holding that Betcorp’s members’ voluntary winding-up in Australia was a “foreign proceeding” within the meaning of s101(23)[6] of the US Bankruptcy Code.  Under that definition, there are 7 elements namely, (i) a proceeding, (ii) that is either judicial or administrative, (iii) that is collective in nature, (iv) that is in a foreign country, (v) that is authorized or conducted under a law related to insolvency or the adjustment of debts, (vi) in which the debtor’s assets and affairs are subject to the control or supervision of a foreign court, and (vii) which proceeding is for the purpose of reorganization or liquidation (p.11).

(3)  As regards (i) “proceeding”, it was held that in the context of Chapter 15, the word “proceeding” requires a broader definition in order to achieve the statutory directive of interpretation consistent with the understandings and usages of the Model Law.  Reference was made to European Union Regulation on Insolvency Proceedings where in §10 of the introductory recital identifies the hallmark of a “proceeding” as a statutory framework that constrains a company’s actions and that regulates the final distribution of a company’s assets.  The framework is provided by Australian Corporations Act (Cth) 2001, which governs voluntary winding up.  The provisions under Chapter 5 of the Corporations Act contain the exclusive procedure under which any winding up may occur, and allow for the conversion of voluntary winding up to court-supervised external administration.  Once invoked, the nature of the process changes.  Australian case law also indicates that viewing the voluntary winding up process as a “proceeding” is appropriate (p.11-15).

(4)  As for (ii) “judicial or administrative”, voluntary winding up is administrative, but the actions of the liquidators are subject to review by the court upon application by interested party, and if such review is sought, the proceeding will take on judicial character (pp.16-17).

(5)  As regards (iii) “collective” proceeding, voluntary winding up is one that considers the rights and obligations of all creditors and, therefore, fits the “collective” criterion.  The view is supported by Australian treatise and case law (pp.17-18).

(6)  As for (v) “authorized or conducted under a law related to insolvency”, this element “does not require the company to be either insolvent or to be contemplating using the provisions of Australian law to adjust any debts”.  This is supported by the unified structure of the external administration provisions of the Corporations Act and the Australian Parliament’s interpretation of the laws.  The latter can be seen from the Explanatory Memorandum in connection with Australia’s adoption of the Model Law[7], which does not exclude the sub-parts governing voluntary winding up.  This supports the court’s determination that Betcorp’s winding up satisfies the “law relating to insolvency” criterion (pp.18-20).

B2.2  UK: “foreign proceeding” covers insolvent, compulsory liquidation only

23.  Re Betcorp decision was criticized in at least two leading textbooks on insolvency[8]. In Goode on Principles of Corporate Insolvency Law, 5^th ed., 2018, §16-29, the learned editor states that it is “doubtful” that an English court would reach the same conclusion and permit a members’ voluntary winding up to qualify.  In Sheldon on Cross-Border Insolvency, 4^th ed., 2015, §3.35, the learned editor states that:

“It is true that the members’ voluntary winding up was initiated under a body of law which included provisions for an insolvent liquidation, but that coincidence does not necessarily justify bringing within the UNCITRAL Model Law’s scheme of recognition and assistance a proceeding in relation to a solvent company, the purpose of which includes the return of a surplus to members.  Unless some specific modification is made to the UNCITRAL Model Law, it is arguable that there is no obvious justification for allowing creditors’ rights to be restrained by recognising a solvent liquidation as a foreign proceeding.”

24.  Re Betcorp was also criticized by the English court in Re Sturgeon.  In that case, Sturgeon was solvent and provisional liquidators were appointed by the Bermudian court and the company was subsequently wound up by on the “just and equitable” grounds.  The provisional liquidators obtained an ex parte order from Falk J recognising the liquidation as a “foreign proceeding” under Cross-Border Insolvency Regulations 2006 (“CBIR”), which implemented the Model Law in the United Kingdom[9]. The applicant applied for a review of the order.  In his judgment, Chief ICC Judge Briggs:

(1)  reviewed the history of the development of the Model Law including (a) UNCITRAL’s Working Group V (Insolvency Law) following a decision by the Commission to develop a legal instrument relating to cross-border insolvency (§§59-70); (b) the Guide to Enactment of UNCITRAL Model Law on Cross-Border Insolvency adopted in 1997 (“1997 Guide”) and the Guide to Enactment adopted in 2014 with additional passages that are aimed at providing consistency (“2014 Guide”) (§§71-84); (c) the Judicial Perspective on Model Law, drafted by Justice Paul Heath[10] and developed through consultation with the Working Group and other judges, and adopted by consensus on 1 July 2011 (“Judicial Perspective”) (§§85-88); and (d) the Legislative Guide on Insolvency Law adopted on 25 June 2004 (§89), all of which are directed to insolvency;

(2)  considered Re Betcorp and the criticisms by two leading textbooks on cross-border insolvency (and other textbook commentaries) and an earlier discussion paper (Corporate Law Economic Reform Programme 8 Discussion Paper (2002)) on the adoption of the Model Law was enacted in Australia, and held that (i) the legislation would exclude “members’ voluntary winding up or a winding up by the court on just and equitable grounds as such proceedings may not be insolvency related”; and (ii) Re Betcorp cannot be relied upon as authority to support the proposition that a solvent company entering into liquidation on the just and equitable grounds pursuant to insolvency legislation in a foreign jurisdiction is in and of itself sufficient to justify recognition (§§90-96, 104-108);

(3)  considered other cases decided by the Australian High Court (Re Chow Cho Poon (Private) Ltd (2011) 80 NSWLR 507), and the English court (Re Stanford International Bank Ltd [2009] EWHC 1441 (Ch), Re Agrokor dd [2018] Bus LR 64) where the company was found to be insolvent (§§96-103);

(4)  held that the court should adopt a purposive approach in interpreting the CBIR and the Model Law as the English Court of Appeal held in OJSC International Bank of Azerbaijan [2018] EWCA 2802.  This requires the court to have regard not just to the language of the CBIR and the schedules but the Working Group papers and reports, the explanatory memorandum to the CBIR, the 1997 Guide and the 2014 Guide.  While the Preamble and Judicial Perspective are not mentioned in the CBIR, they are relevant interpretive tools, and they exist to assist an understanding of the purpose behind the Model Law and the drafting (§§109-112);

(5)  noted the objectives of the Model Law were stated as including the protection of creditors, employees and debtors, which is a paradigm of an insolvent rescue.  There is no conflict between the earlier and later guidance on the issue of interpreting the meaning of “foreign proceeding” (§§113-115);

(6)  held that “the purpose of the control or supervision is to reorganize or liquidate” (element (vii) in Re Betcorp) should be read as meaning the purpose of insolvency (liquidation) or severe financial distress (reorganization).  A “wrong turn” was made in Re Betcorp as it was not an insolvent liquidation but a solvent liquidation (§§116-121); and  

(7)  held that there was no jurisdictional ground upon which the recognition order was made as the company was undoubtedly solvent, having been wound up on the just and equitable grounds, and consequently, terminated the order (§§122-124). 

25.  Judge Briggs summarised the reasons for setting aside the recognition order granted in §§4-8 of Re Sturgeon:

“4. … Article 2(i) defines a ‘foreign proceeding’.  It means….The purpose of the Model Law is to promote modern and fair legislation where an insolvent debtor has assets in more than one State.

5. It would be contrary to the stated purpose and object of the Model Law to interpret ‘foreign proceedings’ to include solvent debtors and more particularly include actions that are subject to a law relating to insolvency which have the purpose of producing a return to members not creditors.

6. Read in context and employing a purposive approach, the words ‘for the purpose’ in Article 2(i) should be read as meaning the purpose of insolvency (liquidation) or severe financial distress (reorganisation).

7. For recognition to be ordered in England and Wales, the proceedings in respect of which recognition is sought, must relate to the resolution of the debtor’s insolvency or the debtor’s financial distress.

8.  As the foreign proceedings in this case are for the purpose of winding up a solvent company, which is not in financial distress, the recognition order should be terminated…”

26.  As stated above, the analysis and conclusion that the Model Law has no application to solvent liquidation in Re Sturgeon were considered by Harris J in Supreme Tycoon and Seahawk.

B2.3  Singapore: “foreign proceeding” covers solvent/insolvent, compulsory/voluntary liquidation

27.  The issue as to the applicability of the Model Law to solvent liquidation was re-visited by the Singapore Court of Appeal in Ascentra Holdings, Inc (in official liquidation) and others v SPGK Pte Ltd [2023] SGCA 32. 

(1)  Ascentra was a Cayman company and was placed in voluntary liquidation pursuant to the resolution passed by the shareholders.  The directors failed to file a declaration of solvency within the time limit.  The liquidator presented a petition to the Cayman court for the liquidation to proceed under court supervision, as required by s.124(1) of the Companies Act (2021 Revision) (Cayman Islands) (“Cayman Act”).  Thereafter, the Cayman court ordered the liquidation be continued under the supervision of the Cayman court and appointed the liquidator and another person as liquidators.  The liquidators filed a certificate as to Ascentra’s solvency in the Cayman court.

(2)  The liquidators applied for recognition of Ascentra’s liquidation as “foreign main proceeding” under the SG Model Law (as defined in §(3) below) and the liquidators as foreign representatives of Ascentra, and an order granting the liquidators such powers in relation to Ascentra’s property and assets “as are available to a liquidator under Singapore insolvency law”. 

(3)  The issue was whether Ascentra’s liquidation, being a solvent liquidation, was a “foreign proceeding” within the meaning of Art. 2(h) of the Third Schedule to the Insolvency, Restructuring and Dissolution Act 2018, which sets out Singapore’s adapted enactment of the Model Law (“SG Model Law”). 

28.  Art. 2(h) of the SG Model Law is in these terms:

“‘foreign proceeding’ means a collective judicial or administrative proceeding in a foreign State, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the property and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganisation or liquidation” (words underlined are not present in Art. 2(a) of the Model Law)

29.  The Singapore Court of Appeal held that “foreign proceeding” should be interpreted broadly to include within its ambit foreign proceedings concerning companies which are neither insolvent nor in severe financial distress for the following reasons:

(1)  The SG Model Law does not impose any specific requirement for a company to be insolvent or in severe financial distress to qualify as a “foreign proceeding”.  The SG Model Law added the words “or adjustment of debt” to the definition in Art. 2(h), which phrase appears in s.101(23) and Chapter 11 of the US Bankruptcy Code, neither of which requires the subject company to be insolvent.  The phrase was added to enable the Singapore courts to recognise as foreign proceedings under SG Model Law, proceedings concerning a company that were conducted under a foreign law relating to insolvency or adjustment of debt, even if that company was solvent (§§36(a), 37-46). 

(2)  While the primary purpose of the Model Law and the SG Model Law is to prescribe a coordinated regime for proceedings involving insolvent companies, extending the ambit to encompass proceedings concerning solvent companies would equally advance its primary purpose (§§49-54). 

(3)  Even if the words “or adjustment of debts” were not added to Art. 2(h) of the SG Model Law, extending the recognition regime to proceedings concerning solvent companies is neither inconsistent nor incompatible with the primary purpose of the Model Law even though the preparatory materials, the 1997 Guide and the 2014 Guide show that the Model Law was intended to focus primarily on companies that are insolvent or in severe financial distress.  In that context, (a) the 1997 Guide and the 2014 Guide explain that for the purpose of Art. 2(a), proceedings pursuant to a “law relating to insolvency” generally do not include proceedings concerning solvent companies; (b) by the time the Judicial Perspective was issued, Re Stanford International Bank Ltd and anor [2010] 3 WLR 941 and Re Betcorp had been decided, and the courts in the UK and the US had held that the Model Law could apply to solvent companies, yet the authors do not suggest that the position adopted in those cases is contrary to or undermines the underlying purpose of the Model Law; and (c) the Report of Working Group V (Insolvency Law) on the work of its thirty-ninth session[11] considered that it was not necessary to expressly prescribe a requirement of insolvency or severe financial distress in Art. 2(a) despite the different interpretations of the Art. 2(a) by various courts in different countries (§§55-63).  

(4)  Interpreting Art. 2(h) of SG Model Law as encompassing solvent companies is consistent with the overall purpose of the Model Law, which “is designed to provide a harmonised approach to the treatment of cross-border insolvency proceedings in national legal systems, to facilitate cooperation between courts and office holders involved in the same insolvency across different jurisdictions, to provide for the recognition of proceedings (and the consequences of such recognition), and to afford direct access by foreign representatives of such companies to the courts of the enacting state”[12]. Adopting the broad approach, the phrase “under a law relating to insolvency” should be interpreted as a reference to the general statutory regime, instead of the specific provisions on insolvent liquidations.  The solvency status of the company is not a relevant consideration (§§33, 64, 78).

(5)  The possibility that a proceeding concerning a solvent company may transition into one dealing with an insolvent entity further supports the broad approach.  A proceeding should be regarded as one being conducted “under a law relating to insolvency” or “adjustment of debt” so long as the relevant law contains provisions dealing with insolvency or adjustment of debt (§65). 

(6)  If the other requirements of Art. 2(h) viz., the proceedings (a) are collective in nature; (b) subject to supervision of the foreign court, (c) are for the purpose of reorganisation or liquidation of a company are satisfied, the rationale for according recognition of foreign proceedings would be engaged, regardless of the solvency of the company in question (§§66-68).

(7)  In the majority of cases across the US, the UK, Australia and New Zealand, the courts have held that the scope of their respective adaptions of the Model Law includes proceedings involving solvent companies, on the basis that the focus of the requirement is whether the foreign proceedings were brought under a law relating to insolvency even though insolvency is not established.  The SG Model Law should be interpreted in a way that is broadly harmonious with the approach adopted in other jurisdictions (§§36(c), 69-92).  

(8)  Imposing a requirement of insolvency would require the Singapore Court to determine whether the subject company is insolvent or in severe financial distress under the law of the foreign state, which is undesirable (§97).

30.  The cases referred to in Ascentra are as follows:

(1)  US: Re Betcorp, Re ABC Learning Centres 445 BR 318 (Bankr D Del 2010), Re Manley Toys 580 BR 632 (Bankr D NJ 2018) where the US Bankruptcy Courts granted recognition under Chapter 15 on the basis that the liquidation (which involved solvent companies or voluntary liquidation) were authorized or conducted under a law related to insolvency or adjustment of debts for the purposes of s.101(23) of the US Bankruptcy Code, and the solvency status of the company was not a relevant consideration.  Cf. In re Global Cord Blood Corporation 2022 WL 17478530, SD the US Bankruptcy Court for the Southern District of New York refused to grant recognition on the basis that the Cayman proceeding was neither collective nor for the purpose of reorganization or liquidation (as it was brought under the “just and equitable” ground for winding up for the purpose of preventing corporate misconduct and not under the insolvency provisions of the Cayman Act).  However, the Court expressly affirmed Re Betcorp’s broad definition of “law relating to insolvency or adjustment of debt” and did not find the solvency status of a company relevant to its decision to grant recognition (Ascentra, §§70-81).

(2)  UK: Re Stanford International Bank Ltd and ors [2019] EWHC 1441 (Ch), Lewison J found that the liquidators of the company were appointed pursuant to a law relating to insolvency, notwithstanding that insolvency did not feature as a ground for winding up the company.  On appeal, the English Court of Appeal held that the liquidation of the company was a “foreign proceeding” under Art. 2(i) of CBIR as it was brought under a law relating to insolvency, and insolvency of the company was not taken into account (Ascentra, §§82-84).  Cf., in Re Agrokor, the English court observed that the requirement that the law under which the proceeding is brought be “an insolvency law” is satisfied if insolvency is one of the grounds on which the proceeding can be commenced, even if insolvency could not actually be demonstrated.  However, the court also considered that the administration of the company could only be commenced on insolvency ground and there was evidence that the company was in a state of serious financial distress (Ascentra, §§85-86)

(3)  Australia: Re Chow Cho Poon, the New South Wales court recognised the proceeding of a company wound up by the Singapore court on the basis that “the whole of [Singapore’s] winding up provisions might be classified as ‘a law relating to insolvency’ even though the particular winding up was ordered on the just and equitable ground alone”, endorsing the approach in Re Stanford (HC), Re Stanford (CA), Re ABC Learning Centres and Re Betcorp (Ascentra, §§90-91).

(4)  New Zealand: ANZ National Bank Ltd v Sheahan and Lock [2013] 1 NZLR 674, several Australian companies were placed into liquidation by creditors’ resolutions and there was a surplus after all creditors had been paid.  The Auckland High Court rejected the bank’s contention that the NZ Cross-Border Insolvency Act was not intended for use by foreign representatives of a solvent company as the Australian liquidations are collective proceedings “pursuant to a law relating to insolvency” (Ascentra, §92).

31.  The Singapore Court of Appeal held that adopting a broad approach in interpreting the words “law relating to insolvency or adjustment of debt”, the requirement is satisfied “as long as the law or the relevant part of the law under which the relevant proceeding is conducted includes provisions dealing with the insolvency of a company or the adjustment of its debts”.  It is generally irrelevant that the company concerned is not insolvent or in severe financial distress (§§98-99).

B2.4  Summary on “foreign proceeding” in Model Law jurisdictions

32.  It seems to me that there are at least two different interpretations on the ambit of “foreign proceeding” in the jurisdictions which have adopted the Model Law through their respective legislations in that:

(1)  The US Bankruptcy courts consider that “foreign proceeding” covers liquidation/reorganisation proceeding in respect of solvent and insolvent company, whether such proceeding is voluntary (i.e. without court’s supervision) or compulsory (i.e under court’s supervision).  Re Betcorp has been followed by the US Bankruptcy Courts[13];

(2)  The courts in Singapore, Australia and New Zealand adopt the same approach as the US Bankruptcy courts; and

(3)  The UK courts consider that “foreign proceeding” only covers liquidation/reorganisation proceeding in respect of insolvent company which has been conducted under the supervision of the foreign court, and voluntary liquidation is excluded.

33.  The international thinking on recognition and assistance amongst the jurisdictions which have adopted the Model law do not speak with one voice, with two major jurisdictions dealings with liquidation and reorganisation proceedings have come to diagonally opposite conclusion on the meaning of “foreign proceeding” for the purposes of recognition and assistance. 

B3.  Development under common law

34.  Hong Kong has not adopted the Model Law.  The power to recognise and assist foreign liquidation and office holders derives from the common law, which in turn is underpinned by the principle of modified universalism.  Our court is not constrained by and does not have to interpret the meaning of “foreign proceeding” in the same way as those jurisdictions which have adopted the Model Law.  It seems to me that it is open to our court to review and consider whether the common law power of recognition and assistance can or should extend to solvent liquidation conducted under the supervision of the foreign court, which I will refer to as “compulsory liquidation”. 

B3.  Voluntary liquidation

35.  As regards voluntary liquidation, there are conflicting dicta as to whether the common law power of recognition and assistance extends to foreign voluntary liquidation:

(1)  In Singularis §25, Lord Sumption considered that the power is available only to assist the officers of a foreign court of  insolvency jurisdiction or equivalent public officers, and would not be available to assist a voluntary winding up, which is essentially a private arrangement, and although subject to the directions of the court, is not conducted by or on behalf of an officer of the court.

(2)  In Re Supreme Tycoon Ltd [2018] 2 HKC 485 §§10-17, Harris J declined to follow the dicta in Singularis §25 on the compulsory versus voluntary liquidation dichotomy.  His Lordship considered that the rationale underlying the common law power of assistance is modified universalism, and the power exists for the purpose of surmounting the practical problems posed for a world-wide winding up of the company’s affairs by the territorial limits of the powers of each country’s court.  The rationale and purpose apply to both compulsory and voluntary winding up.  Thus, what matters for cross-border insolvency assistance is not whether the foreign office holder is or is not an officer of the court, but whether the foreign proceeding is collective in nature.  On that basis, the fact that the foreign liquidation is voluntary liquidation is no bar to the Hong Kong court recognising and assisting that liquidation under the principle of modified universalism.  However, it would make a difference if the foreign liquidation is a solvent one, for in such a case it would not fall under the principle of modified universalism.

36.  Amongst the Model Law jurisdictions, at least the US and Singapore courts held that voluntary liquidation falls within the meaning of “foreign proceeding” under their respective local adaption of the Model Law. 

37.  Notwithstanding the powerful reasons given by Harris J in Re Supreme Tycoon, in my view, there are material distinctions between voluntary and compulsory liquidation which justify the existence of the power available to compulsory but not voluntary liquidation:

(1)  Voluntary liquidation is not conducted under the control and supervision of the foreign court.  The entire process is conducted under the control and supervision of the creditors meetings (or members meetings if the company is solvent).  Where the foreign statutory regime preserves the pari passu principle[14], the body of creditors (or members) can approve any arrangement concerning the liquidation so long as the principle is not infringed.  In that sense, the proceeding is a private arrangement.

(2)  Even if the foreign statutory regime provides an avenue for a liquidator to seek the court’s determination on questions arising in the winding up or to exercise the powers as if the company were being wound up by the court[15], there is no requirement for the liquidator to invoke such avenue, and the court can and very often have no involvement in the conduct of the voluntary liquidation.  

(3)  The liquidator is not an officer of the court and hence the usual standard and duties one would expect of an officer of the court do not apply to him.  Indeed, the liquidator may not be an insolvency practitioner or a professional.  It is difficult to see why the rationale and purpose underpinning the power of assistance should extend to assisting a liquidator appointed under a private arrangement.  It is not the practice of the court to assist any party to a private arrangement. 

(4)  The domestic court would not have the same level of assurance as one would expect to see in compulsory liquidation given that voluntary liquidation is not conducted under the supervision of the foreign court and the qualification and standard of the liquidator vary. 

38.  The following analysis is only concerned with compulsory liquidation. 

B4.  Common law development

39.  As observed by the Court of Final Appeal in Samantha Jane Bradley v Sir Elly Kadoorie & Sons Limited (2026) 29 HKCFAR 1 §§127, 130, it is the responsibility of judges in common law jurisdictions to keep the law abreast of current social conditions and expectations, following the principle expounded by Lord Nicholls in In re Spectrum Plus Ltd [2005] 2 AC 680. 

40.  In the context of the common law power of recognition and assistance of foreign liquidation, in Singularis Lord Sumption observed (§19, 1694G-H) that how far it is appropriate to develop the common law so as to recognise an equivalent power depends on  the nature of the power that the court is being asked to recognise.  Similarly, in Global Brands Group Holding Ltd (In Liq) [2022] 5 HKC 485, Harris J said that the common law power of recognition and assistance will be further developed and refined in future cases (§26). 

41.  In considering whether the common law power of recognition and assistance can or should be extended to solvent compulsory liquidation, it is necessary to consider the principle of modified universalism and the purpose of compulsory liquidation to which I now turn. 

B5.  Modified universalism

42.  As mentioned above, the common law power of recognition and assistance Common law is underpinned by the principle of modified universalism.  Although the courts sometimes referred to comity, read in context, those were references to the need for the courts in different jurisdictions to cooperate with a view to achieving an orderly winding up of the company.  It does not provide a basis for the court to recognise and assist foreign office holders:

(1)  In Sheldon, Cross-Border Insolvency, 4^th ed, §6.89, the learned author stated that international comity is not a sufficient basis for the recognition of foreign insolvency proceedings, referring to the two authorities where the English court, in the context of company insolvency, rejected comity as the basis for recognition insolvency[16]. 

(2)  In Re Trepca Mines Ltd [1960] 1 WLR 1273, the court considered the position of a foreign applicant in an English company liquidation where the former sought to prove a debt in reliance of a judgment obtained in the courts of Yugoslavia, Hodson LJ rejected comity as the basis for recognising foreign judgment in this way (1280-1282):

“There was a further argument addressed to this court which derives from the decision in a matrimonial case, Travers v Holley, where it was held in a divorce suit that where the courts of New South Wales and the English courts claimed the same jurisdiction, it would be contrary to principle and inconsistent with comity if the courts of this country refused to recognise a jurisdiction which mutatis mutandis they claimed for themselves.  Arguing from that, reliance was placed upon a dictum Denning L.J. in In re Dulles’ Settlement (No.2) [1951] Ch. 842 … It is argued, relying on the observations of Denning L.J., that in effect we should in this case ignore the position as it has always been understood in this country since not only Emanuel v. Symon [1908] 1 K.B. 302 but other cases which have been decided, and give effect to the judgment of the Yugoslav court in toto, whether it is an action in personam or not.  I find myself unable to take that step.  The decision in Travers v Holley was a decision limited to a judgment in rem in a matter affecting matrimonial status, and it has not been followed, so far as I am aware, in any case except a matrimonial case.  Moreover, it is quite clear from the legislature’s recognition of the rule in the Foreign Judgments (Reciprocal Enforcement) Act 1933, that the classification of actions which was referred to by Buckley L.J. in Emanuel v. Symon has been recognized in this country.  Having regard to the Act of 1933, it would be a step which I for one am not prepared to take, to say that the Travers v Holley point really affects the whole of this question of jurisdiction as to the enforcement of foreign judgement, and that Emanuel v. Symon ought to be treated as a case which need not be regarded as binding upon this point because the court there had not addressed itself thereto.” (underlined added)

(3)  Re Trepca Mines has been frequently followed by the English courts.  In Felixstowe Dock and Rly Co v United States Lines Inc [1989] QB 360, the company (USL) which had been subject to Chapter 11 debtor-in-possession in the US argued that the restraining order made by the US Bankruptcy court was in effect an order in rem affecting its status (375D).  The argument was rejected by Hirst J, who held that Re Trepca Mines provided the surer guide, and the Chapter 11 order was essentially an order in personam and could not be treated as affecting the status of the company (375G-375H).  He stated the principle that the courts should cooperate in this way (376A-376B):

“I wish however to stress that the court would in principle always wish to co-operate in every proper way with an order like the present one made by a court in a friendly jurisdiction (of which the United States is a most conspicuous example).  But whether this is appropriate in any given case, and if so the precise nature and extent of such co-operation, must depend on the particular sphere of activity in question and the English law applicable thereto as discussed in the ensuing section of this judgment, together with the overall circumstances.”

43.  The principle of modified universalism has been encapsulated and explained by Lord Hoffman in Cambridge Gas Transport Corp v Official Committee of Unsecured Creditors of Navigator Holdings plc [2007] 1 AC 508 which may be summarised as follows:

(1)  Bankruptcy proceedings do not fall into judgments in rem or in personam.  Where a judgment in rem or in personam is recognised by a foreign court, the judgment itself is treated as the source of the right without further inquiry into the grounds upon which the judgment did so (§13).

(2)  The purpose of bankruptcy proceedings is not to determine or establish the existence of rights, but to provide a mechanism of collective execution against the property of the debtor by creditors whose rights are admitted or established.  While there are procedures by which questions of rights may be tried summarily within the bankruptcy proceedings, those are incidental procedural matters and not central to the purpose of the proceedings (§§14-15). 

(3)  The English common law has traditionally taken the view that fairness between creditors requires that bankruptcy proceedings should have universal application.  There should be a single bankruptcy in which all creditors are entitled and required to prove.  Although corporate insolvency is different from personal bankruptcy in that there is no question of a vesting of a company’s assets in some other person, the underlying principle of universality is of equal application and this is given effect by recognising the person who is empowered under the foreign bankruptcy law to act on behalf of the insolvent company.  These principles are sufficient to confer upon the domestic court jurisdiction to assist the representatives appointed under the Chapter 11 order (§§16-21).

(4)  As regards the limit of the assistance which a domestic court can give at common law, “the domestic court must at least be able to provide assistance by doing whatever it could have done in the case of a domestic insolvency.  The purpose of recognition of the foreign office holder or the creditors is to avoid having to start parallel insolvency proceedings and to give them the remedies to which they would have been entitled if the equivalent proceedings had taken place in the domestic forum” (§22).

44.  The ratio on the extent of the common law power to assist foreign office holder was subsequently held to be incorrect for the reasons explained by Lord Sumption in Singularis at §18[17]:

“Cambridge Gas [2007] 1 AC 508 marks the furthest that the common law courts have gone in developing the common law powers of the court to assist a foreign liquidation.  It has proved to be a controversial decision.  So far as it held that the domestic court had jurisdiction over the parties simply by virtue of its power to assist, it was subjected to fierce academic criticism and held by a majority of the Supreme Court to be wrong in Rubin v Eurofinance SA (Picard intervening) [2013] 1 AC 236.  So far as it held that the domestic court had a common law power to assist the foreign court by doing whatever it could have done in a domestic insolvency, its authority is weakened by the absence of any explanation of whence this common law power came and by the direct rejection of that proposition by the Judicial Committee in Al Sabah v Grupo Torras SA [2005] 2 AC 333, a case cited in argument in Cambridge Gas but not in the advice of the Board.  Lord Walker, giving the advice of the Board in Al Sabah, had expressed the view that there was no inherent power to set aside the Cayman trusts at the request of a foreign court of insolvency, in circumstances where a corresponding statutory power existed under the Cayman Bankruptcy Law but did not apply in the circumstances.  The Board considers it to be clear that although statute law may influence the policy of the common law, it cannot be assumed, simply because there would be a statutory power to make a particular order in the case of domestic insolvency, that a similar power must exist at common law.  So far as Cambridge Gas suggests otherwise, the Board is satisfied that it is wrong for reasons more fully explained in the advice proposed by Lord Collins of Mapesbury.  If there is a corresponding statutory power for domestic insolvencies there will usually be no objection on public policy grounds to the recognition of a similar common law power.  But it cannot follow without more than there is such a power.  It follows that the second and third propositions for which Cambridge Gas [2007] 1 AC 508 is authority cannot be supported.” (underlined added)

45.  The principle of modified universalism itself has not been discredited (Singularis, §19), and has been explained in this way (§23):

“23. … The principle of modified universalism is a recognised principle of the common law.  It is founded on the public interest in the ability of foreign courts exercising insolvency jurisdiction in the place of the company’s incorporation to conduct an orderly winding up of its affairs on a worldwide basis, notwithstanding the territorial limits of their jurisdiction.  The basis of that public interest is not only comity, but a recognition that in a world of global businesses it is in the interest of every country that companies with transnational assets and operations should be capable of being wound up in an orderly fashion under the law of the place of their incorporation and on a basis that will be recognised and effective internationally.  This is a public interest which has no equivalent in cases where information may be sought for commercial purposes or for ordinary adversarial litigation.  The courts have repeatedly recognised not just a right but a duty to assist in whatever way they properly can.” (underlined added)

46.  Since then, common law authorities continue to embrace the principle of modified universalism (Stichting Shell Pensioenfonds v Krys [2015] AC 616[18]). Hong Kong has regularly applied the principle and granted order of recognition and assistance to foreign office holders. 

47.  In Re Global Brands, Harris J elaborated on the principle of modified universalism and considered that it is a compromise between universalism and territorialism, which recognises that the theoretical ideal of universality must in some circumstances give way to the practical reality of territorial or local interests.  Although Singularis restricts the scope of modified universalism, it envisages further development of the common law power of assistance (§§22-26). 

B6.  Extending power to solvent compulsory liquidation

48.  In my view, the common law power of recognition and assistance can and should apply to compulsory liquidation where the company concerned is solvent for the reasons explained below.

49.  First, the public interest in the ability of foreign courts exercising insolvency jurisdiction in the place of the company’s incorporation to conduct an orderly winding up of its affairs on a worldwide basis, which is at the core of the principle of modified universalism, applies equally to insolvent and solvent compulsory liquidation.  It would be in the interest of every jurisdiction where the company operates to cooperate so as to ensure that the affairs of the company would be wound up in an orderly fashion and on a basis that will be recognised and effective internationally. 

50.  Second, extending the common law power to recognise and assist foreign compulsory liquidation, whether the company is solvent or insolvent, is consistent with and advances the very purpose of liquidation, which is to provide a statutory mechanism of collective execution and realisation of the property of the company, and achieving an orderly distribution to persons who have interests in the liquidation.  Where the company is insolvent, the interested persons will be its creditors.  Where the company is solvent, the interested persons will be its shareholders who will be entitled to receive the surplus after the creditors have been paid in full.  There is no principled reason or objection as to why recognition and assistance can only be granted to foreign office holder where the company is insolvent but not where the company is solvent.  In both scenarios, the public interest in achieving an orderly and effective winding up of the company is the same.  This is particularly so where the demarcation of solvency may change.  It is not unusual for a company which was solvent at the time it was wound up by the court to become insolvent during liquidation, for example where much of its value depended on its ability to remain as a going concern.  The reverse also happens – a company may be placed into insolvent compulsory liquidation, only to find at the end of the process that its assets are more than adequate to pay off all creditors and there is a surplus remaining. In those circumstances, it is hard to see any justification as to why the domestic court should not recognise and assist the foreign office holder of the company concerned.  

51.  Third, the common law power of recognition and assistance is not unlimited and can only be exercised where the domestic court is satisfied that the applicable requirements (see §13 above) are met.  These requirements are sufficient to ensure that the extension of the power of recognition and assistance to solvent compulsory liquidation would not result in unwarranted applications or any floodgates concern. 

52.  Fourth, amongst the major jurisdictions which have adopted the Model Law (as discussed in Section B2 above), irrespective of how they interpret the meaning of “foreign proceeding” in their respective local adaptations of the Model Law, the common principle applied by these jurisdictions is the need to follow a coordinated regime and adopt a harmonised approach in the treatment of cross-border proceedings involving company in liquidation, and to facilitate cooperation between courts and office holders involved in the same company.  This principle is no different from the principle of modified universalism.  

53.  As stated by Harris J in Re Seahawk, the development of the common law power of recognition and assistance should be informed by international thinking including the development in the jurisdictions which have adopted the Model Law.  Amongst those jurisdictions, the US, Australia, New Zealand and Singapore have adopted the consistent approach in recognising solvent liquidations commenced under the supervision of the foreign court on the basis that such extension is consistent with and serves the purpose of the Model Law.  The international thinking and the reasoning given by these courts show the current social conditions and expectations of the courts and the parties involved in cross-border insolvency matters.  They provide powerful reasons in favour of the court extending the common law power of recognition and assistance to compulsory liquidation in respect of a solvent company. 

B7.  Requirements for recognition & assistance

54.  In view of my conclusion that the common law power of recognition and assistance can be extended to compulsory liquidation in respect of a solvent company, the relevant criteria discussed in Re USUM §59 may be re-stated as follows: 

  (1)  The court may recognise the appointment of a foreign office holder where:

(a)  The foreign proceedings are collective proceedings conducted under the supervision of the foreign court (i.e. compulsory liquidation);

(b)  The foreign proceedings are conducted in the jurisdiction of the company’s place of incorporation or where its 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. 

  (2)  The court may grant assistance to a foreign office holder where:

(a)  The appointment of the foreign office holder is recognised under Hong Kong law;

(b)  The power which the office holder 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. 

C.  PRESENT APPLICATION

55.  In the present case, the requirements for recognition of the Company’s liquidation and the appointment of the JLs are satisfied in that:

(1)  The liquidation of the Company deals with all of its assets and liabilities within the statutory scheme prescribed by the BVI Insolvency Act 2003 and the proceeding is collective in nature.  

(2)  The Company was wound up in the BVI Court, which is the court where the Company was incorporated. 

(3)  There is no public policy concern which may bar the court from granting an order to recognise the appointment of the JLs. 

56.  As regards the criteria for assistance, they are also satisfied:

(1)  The appointment of the JLs has been recognised under Hong Kong law. 

(2)  The powers sought by way of assistance are in the nature of collecting and taking control of the Company’s assets, records and documents.  These are regularly granted by our court under the common law to assist foreign office holders in performing their functions in Hong Kong.

(3)  The powers sought by the JLs are the powers which the JLs have by virtue of the Appointment Order and the BVI law.  This has been confirmed by the BVI Court in the Letter of Request. 

(4)  The assistance sought is necessary for the JLs to perform their functions in Hong Kong including the following respects:

(a)  To access funds or become authorised signatories of the Company’s accounts with UBS;

(b)  To give instructions to Tricor in relation to the SPHL Shares for the SPA to proceed and complete; and

(c)  To pursue the Unpaid Dividends.  

(5)  The assistance sought is consistent with the substantive law and policy of the Hong Kong court. 

57.  It is in the circumstances appropriate to grant recognition and assistance in the following terms:

(1)  Ms. So Kit Yee Anita and Mr. Leung Fredric Hin Hang of Ernst & Young Transactions Limited of 27^th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong and Mr. Luke Almond of Ernst & Young Ltd., 4/F, Ritter House, Wickhams Cay 2, Road Town, Tortola, VG1110, British Virgin Islands, appointed as the Joint Liquidators (“Liquidators”) of Forever Winner International Ltd (In Liquidation) (“Company”), pursuant to the Order of Honourable Justice Mithani KC (Ag.) of the Eastern Caribbean Supreme Court in the High Court of Justice Virgin Islands Commercial Division dated 8 December 2025, have the power and authority to act as the agent and on behalf of and in the name of the Company, and have and may exercise such powers as are available to them under the Appointment Order and as a matter of British Virgin Islands law, in the Hong Kong Special Administrative Region (“HKSAR”) and to do the following:

(a)  request and receive from third parties documents, seals, account books, property and other information and data concerning the Company and its promotion, formation, business dealings, accounts, assets, liabilities or affairs;

(b)  locate, protect, secure and take into their possession and control all assets, property, books, papers and records of the Company including the accountancy and statutory records within the jurisdiction of this Court to which the Company is entitled and to investigate the assets, financial position and affairs of the Company. The assets of the Company include, but are not limited to:

i.  1,041,746,000 shares in Strong Petrochemical Holdings Limited;

ii.  Unpaid dividends of HK$0.08 per ordinary share in Strong Petrochemical Holdings Limited, amounting to HK$83,339,680.00, for the period from 1 January 2024 to 30 June 2024 (“Dividends”);

iii.  Any funds or securities that may be in the following accounts held with UBS AG:

A.  HKD Current Account (Account No. 530-xxxx56.02C);

B.  GBP Current Account (Account No. 530-xxxx56.03L);

C.  USD Current Account (Account No. 530-xxxx56.01M);

D.  EUR Current Account (Account No. 530-xxxx56.04R); and

E.  Securities Account (Account No. 530-xxxx56-01);

(c)  carry on the business of the Company so far as may be necessary for its beneficial liquidation;

(d)  take all necessary steps to prevent any disposal of the Company’s assets and, in particular, to secure any credit balances in any bank, brokerage and/or securities accounts in the name or under the control of the Company within the jurisdiction of this Court;

(e)  sell, realise or otherwise dispose of any assets or property of the Company, including property situated in HKSAR;

(f)  do all acts and execute, in the name of and on behalf of the Company, all deeds, receipts and other documents and for that purpose to use, when necessary, the Company seal;

(g)  commence, continue, discontinue, defend or appeal any action or other legal proceedings or arbitration proceedings in the name and on behalf of the Company, including but not limited to in relation to the recovery of the Dividends;

(h)  operate and open or close any bank, brokerage and/or securities accounts in the name and on behalf of the Company for the purpose of collecting the assets and paying the costs and expenses of the Liquidators;

(i)  to the extent necessary outside of the British Virgin Islands, accept claims made against the Company from creditors in HKSAR, adjudicating such claims and admitting or rejecting the claims either in whole or in part;

(j)  to the extent necessary outside of the British Virgin Islands, pay any class of creditors in full and make any compromise or arrangement with creditors or persons claiming to be creditors or having or alleging themselves to have any claim against the Company, whether present or future, certain or contingent, ascertained or not;

(k)  retain and employ barristers, solicitors or attorneys and/or such other agents or professional persons as the Liquidators consider appropriate for the purposes of advising or assisting in the execution of their powers and duties;

(l)  so far as may be necessary to supplement and to effect the powers set out herein, bring legal proceedings and make all such applications to this Court whether in their own names or in the name of the Company, on behalf of and for the benefit of the Company including any applications for:

i.  orders for disclosure, the production of documents and/or examination of third parties which it is anticipated may be made by the Liquidators to facilitate their investigations into the assets and affairs of the Company; and/or

ii.  ancillary relief such as freezing orders, search and seizure orders in any legal proceedings commenced; and

(m)  perform any other duties or exercise any other powers as are available to them as a matter of British Virgin Islands law and would be available to them under the laws of HKSAR that this Court consider appropriate.

  (2)  The Liquidators do have liberty to apply.

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