ZHANG SHUREN v. ZHAO XIAO SHENG AND OTHERS

HCMP 505/2025

[2026] HKCFI 1386

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 505 OF 2025

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R E A S O N S    F O R    D E C I S I O N

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1.  This is an application by way of Originating Summons dated 1 April 2025 pursuant to section 42 of the Companies Ordinance (Cap 622) (“Ordinance”) for a declaration that a number of documents filed with the Companies Register relating to the 2^nd Defendant (“Company” and “Impugned Documents”) are null and void and of no legal effect, and for their removal from the Companies Register.

2.  The Impugned Documents are:

(1)  Form ND2A – Notice of Change of Company Secretary and Director (Appointment/Cessation) filed on 4 May 2016 (ref no 24000395737);

(2)  Form ND4 – Notice of Resignation of Company Secretary and Director filed on 4 May 2016 (ref no 24000395738);

(3)  Form ND4 – Notice of Resignation of Company Secretary and Director filed on 4 May 2016 (ref no 24000395739);

(4)  Form NAR1 – Annual Return filed on 7 March 2017 (ref no 22701489822);

(5)  Form ND2A – Notice of Change of Company Secretary and Director (Appointment/Cessation) filed on 7 March 2017 (ref no 22701489823);

(6)  Form NR1 – Notice of Change of Address of Registered Office filed on 7 March 2017 (ref no 22701489824);

(7)  Form NAR1 – Annual Return filed on 28 November 2017 (ref no 23301346754); and

(8)  Form ND4 – Notice of Resignation of Company Secretary and Director filed on 28 June 2018 (ref no 22701753627).

3.  I am satisfied that the Court papers have been duly served on the 1^st Defendant (“Zhao”) at his last known address in Shenzhen pursuant to leave granted by the Court. Zhao has not filed any Acknowledgment of Service or appeared at the hearing. I therefore proceeded in his absence. The Registrar of Companies took a neutral stance of the application and was excused from attendance.

4.  The Company was incorporated in Hong Kong on 26 November 2009 as a private company limited by shares. Its three directors since 5 January 2010 are the Plaintiff, Frank Ma (“Ma”) and Zhang Yijun (張一君) (“Zhang”). They are also the three shareholders of the Company, holding shares through their respective corporate vehicles.

5.  The Company is engaged in the business of property investment especially in the Chinese Mainland. It is the holding company of a Chinese Mainland company in Foshan in the Guangdong Province named 佛山億能置業有限公司 (“Foshan Company”)

6.  Zhao was a staff from a company called 深圳前海華人互聯網金融服務集團有限公司 which once provided peer-to-peer financing to the Foshan Company in the Chinese Mainland.

7.  Immediately before the registration of the Impugned Documents, the company particulars of the Company on the Companies Register were as follows:

Members	Name	No of Ordinary Shares
	Essex Investment (Singapore) Pte Limited	2,000
	Aenon Group Limited	7,000
	Golden Island Int’l Group Limited	1,000

Directors	Name	Date of Appointment
	Zhang	26 November 2009
	Ma	5 January 2010
	Plaintiff	5 January 2010

Company Secretary	Name	Date of Appointment
	Li Hua (李華)	26 November 2009
	Hong Kong (Oversea) Registration Limited (香港海外註冊有限公司)	23 August 2010

Address of Registered Office	Address	Effective Date
	X653, Room B, 14/F, Wah Hen Commercial Centre, No 383 Hennessy Road, Wanchai	26 November 2015

8.  Immediately after the registration of the Impugned Documents, the company particulars of the Company on the Companies Register were as follows:

Members	Name	No of Ordinary Shares
	Essen Investment (Singapore) Pte Limited	2,000
	Zhao	7,000
	Golden Island Int’l Group Limited	1,000

Directors	Date of Appointment	Date of Resignation
Zhang	26 November 2009	N/A
Zhao	3 May 2016	N/A
Ma	5 January 2010	3 May 2016
Plaintiff	5 January 2010	3 May 2016

Company Secretary	Date of Appointment	Date of Resignation
Li Hua (李華)	26 November 2009	N/A
Hong Kong (Oversea) Registration Limited (香港(海外)註冊有限公司)	23 August 2010	6 March 2017
Sunlight Business Limited (香港晴天商務有限公司)	6 March 2017	28 June 2018

Registered Office	Effective Date
X653, Room B, 14/F, Wah Hen Commercial Centre, No 383 Hennessy Road, Wanchai	26 November 2015
Unit 1602, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong	6 March 2017

9.  I am satisfied, on the evidence presented, that:

(1)  Zhao was never appointed as a director of the Company;

(2)  The Plaintiff and Ma were never removed or resigned as directors of the Company, and their signatures on their respective Forms ND4 were forged;

(3)  Zhao never became a shareholder of the Company;

(4)  Sunlight Business Limited (香港晴天商務有限公司) was never appointed as company secretary of the Company; and

(5)  The Company never changed its registered office to Unit 1602, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong.

10.  Under section 42(1) of the Ordinance, the Court may direct the Registrar of Companies to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that:

(1)  the information derives from anything that: (a) is invalid or ineffective; or (b) has been done without the company’s authority; or

(2)  the information: (a) is factually inaccurate; or (b) derives from anything that is factually inaccurate or forged.

11.  Removal of information from the Companies Register will only be ordered if: (1) registration of a document showing the rectification is not good enough, and the continuing presence of the incorrect information will cause material damage to the company; and (2) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the register: see section 42(4) of the Ordinance.

12.  The threshold for a removal order under section 42(4) is fairly low. The material damage to the company limb is satisfied where there is a prospect that damage may be caused to the company. The Court is entitled to consider a wide range of factors in determining whether any damage would be caused to the company if the record persists, from misuse of forged documents to portrayal of a damaging impression to current and/or potential business partners or lenders: Forever Up Holdings Limited v Tong Yan Wa [2018] HKCFI 2775 at [16].

13.  By reason of the matters set out in [9] above, I am satisfied that the Impugned Documents contain factually inaccurate information and were filed with the Companies Register without authority of the Company. I am also satisfied that their removal from the Companies Register is justified, having regard to the following matters:

(1)  It is more likely than not that the Impugned Documents were caused to be prepared and filed with the Companies Registry by Zhao as part of a wrongful scheme (including use of documents with forged signatures) to enable him to take control of the Company and, in turn the Foshan Company.

(2)  Specifically, there was an incident in March 2017 that Zhao represented to the staff of the Foshan Company that he was the director and majority shareholder of the Company so he should be in charge of the Foshan Company as well. He then used violence to steal the company chop of the Foshan Company and the official title documents of 56 housing properties kept in the safe deposit box in the offices of the Foshan Company, and evicted the staff. Zhao was penalized by the Foshan Public Security Authority for the incident by way of administrative detention for 15 days. The affected 56 housing properties could not be transacted until their official title documents were retrieved or re-issued.

(3)  In the circumstances, an order for rectification alone is insufficient to protect the interest of the public and the Company, when Zhao had manifested his intention to cause actual financial damage to the Company by falsely representing that he was its director and majority shareholder. The removal of these documents from the Companies Register may lower the risk of Zhao’s future reliance on them in misrepresenting his role and ownership in the Company.

(4)  If the Impugned Documents were allowed to remain at the Companies Register, even with the incorrect information crossed out or rectified, there is a real risk that the third parties dealing with the Company may question the identity of the shareholders and directors and insist that the Company should provide further evidence to put the matter beyond doubt. This would only pose an unnecessary administrative burden on the Company.

(5)  The removal of the Impugned Documents will not conceivably occasion any prejudice to Zhao or any other party. No one can claim to have any interest in maintaining and preserving inaccurate information on the Companies Register.

14.  I also ordered the removal of Form ND2A – Notice of Change of Company Secretary and Director (Appointment/Cessation) filed with the Companies Registry on 29 October 2018 (ref no 28201566807). It was a corrective form filed by Zhang (as authorized by the Company) to rectify the removal of the Plaintiff and Ma as directors of the Company by purportedly “re-appointing” them. As pointed out by the Registrar of Companies, if the Court orders the removal of the two Forms ND4 reporting the purported resignation of the Plaintiff and Ma, this item would become redundant. The date of appointment of the Plaintiff and Ma in this corrective form will also become inconsistent with the date of their appointment as directors indicated in the registered Form D2A filed on 20 January 2010 (ref no 23200415611). Thus, to maintain consistency, this corrective form should also be removed. I also granted leave for the Originating Summons to be amended to include this item in the Schedule of documents to be removed from the Companies Register.

15.  For the above reasons, at the conclusion of the hearing on 26 February 2026, I ordered the Impugned Documents and the corrective Form ND2A filed on 29 October 2018 to be removed from the Companies Register. I also ordered Zhao (who was plainly instrumental to the preparation and filing of the Impugned Documents with the Companies Registry) to pay the costs of the application, summarily assessed at HK$150,000. There will be no order as to costs as between the Plaintiff, the Company and the Registrar of Companies.