GLOBAL RESOURCES INVESTMENT TECHNOLOGIES LTD v. LEUNG RAYMOND WAI MAN AND ANOTHER

HCMP 1310/2025

[2026] HKCFI 357

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1310 OF 2025

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REASONS FOR JUDGMENT

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1.  At the hearing of the originating summons issued by the plaintiff, Global Resources Investment Technologies Limited (“Company”), on 6 August 2025 (“OS”) for relief under s.42 of the Companies Ordinance (Cap. 622) (“CO”), I made an order in the terms set out in §§40 and 44 below. These are the reasons for my judgment.

2.  In the OS, the Company seeks:

(1)  A declaration that the Form NR1 (“Disputed NR1”) and Form ND2A (“Disputed ND2A”) both dated 20 May 2025 (together “Disputed Forms”)[1] purportedly filed by the 1^st defendant, Mr Leung Raymond Wai Man[2] (梁偉民) (“D1”), on behalf of the Company are null and void;

(2)  An order that the Registrar of Companies (“Registrar”) do rectify the information in the Companies Registry (“CR”) by registering the Form NR1 dated 10 June 2025 filed by the Company but has been withheld from registration by the CR (“Unregistered NR1”);

(3)  An injunction to restrain D1 from (a) relying on or using the Disputed Forms in any way whatsoever and (b) filing any document and/or submission for the Company at the CR unless authorised by the Company’s board of directors.

Background fact

3.  The following facts are not in dispute or are indisputable.

4.  The Company was incorporated under the CO on 22 October 2015. It has issued one share with par value of HK$1.

5.  The Company is an investment holding company and does not carry on any business in its own right. The Company holds all the equity (directly or indirectly) of the following companies established in the Mainland (collectively “Mainland Subsidiaries”):

(1)  Jiangsu Ruineng Weitai Solar Power Co., Ltd (江蘇瑞能威泰太陽能電力有限公司), an intermediate investment holding company;

(2)  Yangzhou Jieneng Clean Energy Co., Ltd (揚州潔能清潔能源有限公司), an intermediate holding company; and

(3)  Yangzhou Huile Solar Power Energy Co., Ltd (揚州惠州樂太陽能電力有限公司) (“Yangzhou Huile”), an operating company which carries on business in the sale of photovoltaic (i.e. solar power) electricity in Jiangsu Province of Mainland China (“Business”)[3].

6.  Since 19 April 2024, the sole shareholder of the Company has been Grace Dynamic Limited (“GD”), a company incorporated in the BVI.[4]

7.  Prior to GD becoming the sole shareholder of the Company:

(1)  The Company was a wholly owned subsidiary of Solar Plus International Limited (“SPIL”), of which Mr Ho Yee Kee Ricky (何宜璣) (“Ho”) was its CFO.

(2)  In 2023, SPIL decided to divest its businesses in Asia and sell the Mainland Subsidiaries held through the Company.

(3)  On 28 September 2023, the Company’s only issued share was transferred to D1. On the same day, D1 was appointed as the sole director of the Company.

(4)  On 3 October 2023, D1 signed the Declaration of Trust under seal (“D1’s DoT”), which was witnessed by Mr Huang Yuxuan (黃宇軒) (“Huang”), confirming that the one share in the Company does not belong to him but to GD, and he holds the share as nominee of GD.

(5)  On 19 April 2024, D1 transferred his one share in the Company to GD but remained a director of the Company.

8.  As regards GD:

(1)  From its incorporation on 29 August 2023 to 30 November 2024, Huang was its sole shareholder holding all of its 100 issued shares with par value of US$100.

(2)  On 21 September 2023, Huang was appointed as the sole director of GD[5].

(3)  On 30 November 2024, Huang transferred all his shares in GD to Mr Shi Lange (史𦍌戈) (“Shi”)(“Nov 2024 Transfer”)[6]. On the same day, Shi signed a declaration of trust under seal, confirming that the shares in GD do not belong to him but to Ho, and he hold the shares as nominee of Ho[7] (“Shi’s DoT”).

(4)  Also on 30 November 2024, Huang ceased to be a director of GD, and Shi was appointed as the sole director of GD.

(5)  Accordingly, since 30 November 2024, Shi has been the sole shareholder and director of GD.

9.  By written resolution of the sole shareholder of the Company passed on 16 May 2025, which was signed by Shi on behalf of GD (“Resolution”), it was resolved that:

(1)  D1 be removed as a director of the Company with immediate effect; and

(2)  Shi and Ho be appointed as directors of the Company with immediate effect.

10.  The change in directorship was recorded in the Company’s register of directors.

11.  Despite having been removed as director, on 20 May 2025, D1 caused the Disputed Forms to be filed at the CR:

(1)  The Disputed ND2A signed by D1 purported to state that the company secretary was changed to Ever Glory Secretarial Services Limited (“Ever Glory”). Following the Company’s protest, the Disputed ND2A has been withheld by the CR from registration[8].

(2)  The Disputed NR1 signed by D1 purported to state that the registered office of the Company had been changed from an address in Wanchai to the address of Ever Glory in Kwun Tong. The Disputed NR1 has been registered by the CR with an annotation alerting the public to the Company’s complaint and the validity of its contents[9].

12.  Before issuing the OS, the Company through its former solicitors requested the Registrar to remove the Disputed Forms. On the other hand, D1 continued to represent to the Registrar that he acted on behalf of the Company and made allegations regarding inter alia GD’s shareholding in the Company and the legality of the Resolution[10].

13.  The CR indicated to the Company that it would temporarily withhold any documents delivered by D1 from registration, but will re-consider registering the same if there is no indication of any court proceedings after 45 days. This led to the Company issuing the OS against D1 on 6 August 2025.

14.  On 18 August 2025, D1 commenced HCMP 1386/2025 against Ho, Shi, GD and the Company for alleged fraud committed by the Company and its directors (“MP Proceedings”). However, the MP Proceedings have not been served on any of the named defendants. The Company was not aware of its existence until the Registrar referred to the MP Proceedings in the Registrar’s Statement sent to the Company’s solicitors on 22 September 2025[11].

15.  On 29 October 2025, Huang filed a claim against Shi in Qingdao court (“Qingdao Proceedings”)[12] seeking to set aside the Nov 2024 Transfer in reliance on the following allegations:

(1)  Huang never met Shi, and he never agreed to transfer the 100 shares in GD to Shi; and

(2)  The “轉讓協議” and all the documents transferring the 100 shares in GD to Shi were fabricated by Shi.

Discussion

16.  The application is made under s.42 of the CO. Section 42(1) of the CO provides as follows:

“The Court may, on application by any person, by order direct the Registrar to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that -

(a) the information derives from anything that -

(i) is invalid or ineffective; or

(ii) has been done without the company’s authority; or

(b) the information -

(i) is factually inaccurate; or

(ii) derives from anything that is factually inaccurate or forged.”

17.  Section 42(4) provides:

“The Court must not order the removal of any information from the Companies Register under subsection (1) unless it is satisfied that -

(a) even if a document showing the rectification in question is registered, the continuing presence of the information on the Companies Register will cause material damage to the company; and

(b) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the Companies Register.”

18.  The principles governing an application under s.42 of the CO have been stated by Godfrey Lam J (as he then was) in Re China Nice Education Research Publishing Investment and Management Co Ltd [2016] 3 HKLRD 525, §§15 – 20, and may be summarised as follows:

(1)  Section 42(4) prescribes and restricts how the court’s power to order removal of information may be exercised. Removal is to be ordered only if (a) the plaintiff has shown that registration of a document showing the rectification is not good enough; the continuing presence of the incorrect information will cause material damage to the company; and (b) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the register (§§16 – 17).

(2)  The fact that the information is incorrect, or relates to an invalid or ineffective transaction, or has been filed without proper authority of the company in question or that a document is a nullity or is one that should never have been registered, is not in itself a sufficient reason for removing it as opposed to rectifying it (§18).

(3)  The order made by the court is to be registered, so that the basis of the rectification (or removal) ought to be apparent from an inspection of the record (§20).

19.  As regards the principle governing the grant of declaratory relief, it has been stated by Coleman J in Convoy Global Holdings Ltd v Kwok Hiu Kwan [2020] 4 HKLRD 222, §§52-55, as follows:

(1)  The court’s jurisdiction to grant declaratory relief is extremely wide, and may be exercised whether the applicant has any cause of action or whether any declaratory relief is sought.

(2)  To invoke the court’s jurisdiction to grant declaratory relief, the applicant must show that (a) he has a real interest in the subject matter of the declaration, that is, a real interest of a material character to be enforced or protected as opposed to a merely academic or hypothetical question; (b) he has a real interest in obtaining a declaration against the adverse party; and (c) the adverse party is a proper contradictor.

(3)  The court should adopt a practical utility approach by asking whether the jurisdiction to grant declaratory relief is properly exercisable, instead of applying nice tests as if it were raising a strict jurisdictional issue.

20.  The Company’s case is straight-forward. It had on 16 May 2025 already removed D1 as director of the Company and since then, D1 had no authority to act on behalf of the Company and the Disputed Forms filed by D1 at the CR on 20 May 2025 are null and void.

21.  In Ho 1^st, he explains the reasons for removing D1 as director of the Company in this way:

(1)  D1 and Huang were appointed to hold and control the Company and GD as nominees of Ho, who was the beneficial owner of both companies. To facilitate the management of the Mainland Subsidiaries, D1 was also appointed as legal representative of each of the Mainland Subsidiaries.[13]

(2)  The present dispute arose after it was discovered that D1 had allegedly misappropriated funds from the Mainland Subsidiaries and diverted the Company’s control over 2 of the Mainland Subsidiaries (i.e. Yangzhou Jieneng and Yangzhou Huile) in May 2025. As a result, the Company lost control over the Business in the Mainland.[14]

(3)  Upon discovery of D1’s misconduct, Ho directed Shi to pass the Resolution to remove D1 as a director of the Company on 16 May 2025.

22.  D1 filed 2 affirmations on 25 November 2025, being D1 1^st and Huang 1^st, raising the following grounds in opposition to the OS:

(1)  D1 denies that he committed any misconduct against the Company or the Mainland Subsidiaries.

(2)  D1 arranged for Huang to acquire the Mainland Subsidiaries from SPIL.[15]

(3)  Huang was at all material times the legal and beneficial owner of GD which was used as a vehicle to acquire the Mainland Subsidiaries held by the Company.[16]

(4)  Until 4 May 2025, D1 and Huang did not have knowledge of the Nov 2024 Transfer, which was “procured by forgery of signatures, fabrication of corporate documents, or other illegal means by [Ho]”.[17]

(5)  Shi’s signature on the Form ND2A dated 16 May 2025 filed by the Company (giving notice on the change of directors of the Company) is “materially inconsistent with [Shi’s] genuine signature as appears on other documents”, and the instrument of transfer and bought and sold notes for the Nov 2024 Transfer bore “allegedly forged signatures of Huang and [Shi]”.[18]

(6)  Ho has no locus standi to bring the OS as the Company is controlled by Huang (through GD). If Huang is the true owner of GD, the actions taken by Ho on behalf of the Company were “unauthorised”, and D1 is “entitled to continue to exercise the powers and discharge duties as director” of the Company.[19]

(7)  The question as to “who is the legitimate director/shareholder of the [Company] is entirely contingent upon the prior determination of who owns [GD]”. Until the ownership of GD is “definitively determined by the appropriate court”, the OS is “premature and merely a moot point”[20].

23.  Mr Edward Chin,[21] counsel for D1, submits that the court should not grant any relief at this stage, but should give directions for determining the authority issue (described in §22(6) above), in light of the Qingdao Proceedings and the MP Proceedings, both of which concern the dispute between Ho and Huang/D1 over the beneficial ownership of the shares in GD.

24.  In my judgment, the only issue relevant to the application is whether the Resolution is valid and effective. If the Resolution is valid, D1 has since 16 May 2025 ceased to be a director of the Company and the Disputed Forms filed by him on 20 May 2025 would be null and void for want of authority.

25.  As submitted by Mr Derek JY Chan, counsel for the Company, the Company has adduced contemporaneous documents to show a prima facie case that D1 had been removed as a director of the Company:

(1)  There is no dispute that since 19 April 2024, GD has been the sole shareholder of the Company.

(2)  The Resolution was passed by GD qua sole shareholder of the Company.

(3)  Since 30 November 2024, Shi has been the sole shareholder and director of GD, and he alone has authority to act on behalf of GD including passing the Resolution. In this regard:

(a)  The Nov 2024 Transfer was duly recorded in GD’s register of shareholders;

(b)  The change in director from Huang to Shi on 30 November 2024 was also recorded in GD’s register of directors; and

(c)  The same information was shown in the Certificate of Incumbency of GD dated 11 April 2025 issued by Corporate Registrations Limited, the registered agent of GD in the BVI (“Agent”).

26.  The evidential burden is on D1 to displace the Company’s prima facie case. This requires D1 to adduce cogent evidence to substantiate his allegations that (i) Huang/D1 are the beneficial owner of the Company; and (ii) the Nov 2024 Transfer was made without the knowledge and consent of D1/Huang. At the very least, it is incumbent upon D1 to adduce credible evidence to show that there is a serious issue to be tried as to the validity of the Nov 2024 Transfer which issue cannot be determined summarily. For the reasons explained below, D1 has failed to discharge such burden.

27.  First, other than the bare allegations made by D1 and Huang in their affirmations, neither of them is able to adduce a single contemporaneous document in support of their allegations. In particular:

(1)  Despite Huang’s allegation that he is the investor of the Mainland Subsidiaries, he is not able to produce any document to show that he has provided any fund for the alleged acquisition. By contrast, Ho has explained how the acquisition was made and the consideration paid, and produced supporting documents including valuation report of Yangzhou Huile, the personal guarantees executed by Ho and D1, the financing agreement in favour of Yangzhou Huile for its working capital and future M&A activities[22].

(2)  None of the documents exhibited to D1 1^st and Haung 1^st are contemporaneous documents. They are either self-serving assertions made by Huang in his “statement” and the claim filed in the Qingdao Proceedings, correspondence with the CR and the Agent, all of which were made after the dispute had arisen between the parties.

(3)  In his email sent to the Agent on 20 May 2025, Huang alleged that the Nov 2024 Transfer was “illegal” and without his authorisation and the Agent had failed to verify the signatures on the transfer documents provided to it. In its reply email sent on 23 May 2025, the Agent confirmed that it had received instructions from its client on record[23] on 3 December 2024 to process the Nov 2024 Transfer, and pointed out that the signatures of Huang had been witnessed by a third party and they bore a significant resemblance to Huang’s signatures shown in the Agent’s records.

28.  Second, as submitted by Mr Chan, the allegations that (i) Huang was the investor of the Mainland Subsidiaries and the beneficial owner of the Company, and (ii) D1/Huang were not aware of the Nov 2024 Transfer until May 2025 are clearly false:

(1)  D1 was in fact the person who arranged for Huang to act as Ho’s nominee in the first place in September 2023. When Ho was preparing the paperwork for GD, he sent WeChat messages to D1 to discuss this on 25 and 27 September 2023.[24]

(2)  The contents of the messages are revealing. When referring to GD, Ho told D1 “我而家整緊間bvi公司，咁就俾呀黃總Hold住嘅咁” and “呢個就係嗰間hold住成個成個[sic] group嗰間bi [sic]公司，今日黃總代揸” to which D1 responded affirmatively. The phrases “Hold住” and “代揸” shows that the idea was for Huang to be a nominee only, and would make no sense if Huang were the real owner of GD.

(3)  As for D1’s role as director of the Company, Ho said “你做director先” in a message sent to D1 on 15 September 2023, suggesting that D1’s appointment was temporary.[25]

(4)  In respect of the Nov 2024 Transfer[26]:

(a)  On 14 November 2024, Ho sent a document to D1 to pass onto Huang for signing, stating “需要黃總簽署 轉走他在BVI公司”.

(b)  On 15 November 2024, Ho informed D1 that he will ask Shi to sign the document first, and then Shi will mail the signed documents to D1, who can then forward them to Huang for signing: “我叫史總簽好名 佢寄原件俾你，你叫黃總簽好名”. To which D1 agreed: “好，唔可以电子签署? ”.

(5)  On 26 November 2024, Ho also asked D1 to arrange for Huang to sign a resignation letter resigning from his position as director of GD, to which D1 responded: “收到”.

29.  In his submissions, Mr Chin objects to the “admissibility” of the WeChat messages on the basis that D1 “had no chance to respond to” them, and contends that “the authenticity of the WeChat messages” is a matter for trial in HCA 2379/2025[27]. It is difficult to see how counsel can advance such argument when HCA 2379/2025 is not in the evidence nor has it been included in the hearing bundles. In any event, I do not see how Mr Chin can suggest that the authenticity of the WeChat messages is in dispute. As pointed out by Mr Chan, D1 could readily checked his phone to see if the WeChat messages were genuine, and if there were any basis to doubt their authenticity, he could easily have raised it in correspondence or by making a short affirmation. Neither course has been undertaken by D1.

30.  Although Mr Chin argues that the interpretation of the words “代揸” should not be taken out of context as Ho did not say who Huang would be holding the BVI company (GD) for, and the phrase “你做 director 先” is also consistent with D1’s case[28], such arguments ring very hollow when neither D1 nor Huang has given evidence in support of such argument.

31.  The only conclusion which may be drawn from the evidence before the court is that the story proffered by D1/Huang to the effect that (i) Huang was the investor of the Mainland Subsidiaries and the beneficial owner of the Company and (ii) Huang/D1 were unaware of the Nov 2024 Transfer, is a complete fabrication created by D1 and Huang for the purpose of derailing and delaying the proper determination of the OS.

32.  I should add that in his submissions, Mr Chin contends that “D1 has obtained an equitable and beneficial interest in [GD] and [the Company]”, relying on D1 1^st §9[29]. The argument is wholly without merit:

(1)  In §9 of D1 1^st, he asserts that “In 2023, Huang made an oral commitment to [D1] that, upon completion of the acquisition, he would grant [D1] an equity stake in the [Company] as consideration for [his] role in facilitating the transaction, including assisting with the project financing, and [his] ongoing management of the Project. This equity promise was a material inducement for [his] involvement.”

(2)  Even taking D1’s assertion at its face value, all that he asserts is that Huang committed to give him an equity stake in the Company. It is impossible to see how the alleged commitment could give “an equitable and beneficial interest in [GD]” to D1.

(3)  In any event, the alleged commitment flies against D1’s DoT signed by him on 3 October 2023, where he declared that the one share in the Company did not belong to him, but belong to GD. There was no reference in D1’s DoT that D1 had acquired any “equity stake” in the Company as he alleges in these proceedings.

(4)  It is also pertinent to see that D1’s DoT was witnessed by Huang, the alleged beneficial owner of the Company. Had Huang been the beneficial owner of the Company, D1 would have declared (and Huang would have insisted D1 to so declare) that the one share in the Company belonged to Huang. This was never done. No explanation has been provided by either D1 or Huang as to the glaring inconsistency between their story and the contents of D1’s DoT.

33.  Third, the suggestion made by D1 that Shi’s signature on a form “might be fraudulent” is a mere conjecture. Shi has made an affirmation to confirm that all the signatures on the Shi’s DoT, the bought and sold notes and instrument of transfer whereby the 100 shares in GD were transferred to him, the Resolution and the ND2A Form were his signatures[30].

34.  As D1 has not discharged the burden of proving his allegations that (i) Huang is the beneficial owner of the Company (or that of GD) and (ii) he/Huang were unaware of the Nov 2024 Transfer, there is no proper basis to displace the Company’s prima facie case that at the time the Resolution was passed, the sole shareholder and director of GD was Shi, and he signed the Resolution.

35.  As for D1’s contention that the Resolution was invalid for failing to comply with special notice requirement under the CO or that he was not afforded any opportunity to make written representations[31], it does not provide a valid ground to challenge the Resolution.

36.  It is well established that the irregularity principle enables the court to uphold the result of a general meeting despite a procedural defect, if the same result would have been obtained had the proper procedure been followed. The burden is on the party seeking to rely on the irregularity principle to demonstrate that the principle applies, and the threshold is one of inevitability (i.e. the result will inevitably be the same had the same procedure been followed) (Chen Pao Tzu v Chen Sheng Kuei [2021] 1 HKLRD 1071, §§2, 19-20). As stated by Le Pichon J (as she then was) in Yip Peter v Asian Electronics Ltd [1998] 2 HKC 96, 102I-103C:

“The irregularity principle really comes to this: the lawfulness of a decision taken by a meeting of members or board cannot be questioned if the only facts alleged to make it unlawful is a mere informality and irregularity and the intention of the meeting is clear. This is particularly so if there is no evidence that the decision of the meeting would have been different if the correct procedure had been observed. In this connection, it is appropriate to refer to what Cotton LJ observed in Browne v Le Trinidad (1888) 37 Ch D 1 at 10:

‘A Court of Equity refuses to interfere where an irregularity has been permitted if it is within the power of the persons who have permitted it at once to correct it by calling a fresh meeting and dealing with the matter with all due formalities.’”

37.  The irregularity principle applies to cure any procedural defect in respect of the Resolution. As submitted by Mr Chan:

(1)  Article 18 of the Company’s articles of association and s.462(1) CO allows the Company to remove any director by ordinary resolution.

(2)  If the Company only has one member, article 8 allows that member to make decisions by way of written resolution.

(3)  It is inevitable that the same result would have been reached had special notice been given to D1 as the sole shareholder (GD) would have voted in the same way.

38.  For all the above reasons, there is no proper basis to challenge the validity of the Resolution removing D1 as director of the Company with effect from 16 May 2025.

39.  In my judgment, it is just and equitable for the court to grant declarations in the terms set out in §40 below for the following reasons:

(1)  Although the Disputed Forms have been withheld from registration, the same remain pending at the CR.

(2)  The Registrar already indicated that she will return the Disputed ND2A if the court grants the declaration sought by the Company[32].

(3)  The evidence shows that despite having been removed as director of the Company on 16 May 2025, D1 continued to act as if he were a director of the Company.

(4)  Without a declaration confirming that D1 was removed as director of the Company on 16 May 2025, there is a real risk that he will continue to represent to third parties dealing with the Company that he is a director of the Company or that he has authority to act on behalf of the Company. This would only create confusion as to who has proper authority to act for the Company, which is not in the interests of the Company.

40.  I therefore grant the following declarations:

(1)  The Disputed Forms are null and void; and

(2)  D1 has been removed as director of the Company since 16 May 2025.

41.  It is just and expedient to grant the injunction sought by the Company:

(1)  The test is whether the injury to be inflicted by the wrongdoer would be of such a character that the Company would not practically be compensated in damages (Ng Kit Ming v Registrar of Companies [2025] HKCFI 883, §58).

(2)  The injunction sought is only limited to enjoining D1 from relying on the Disputed Forms and filing any further document or submission on behalf of the Company at the CR unless authorized by the Company’s board. This accords with the fact that D1 is no longer a director of the Company.

42.  As for rectification, Mr Chan argues that the court should order the Disputed Forms to be removed from the CR. Mr Chin opposes the court granting such relief on the basis that the only relief sought in the OS is an order for rectification and there is no application to amend the OS; if the court is minded to consider allowing the Company to amend the OS, D1 should be afforded a proper opportunity to consider the matter.

43.  It seems to me that it would be a waste of time and costs for the matter to be adjourned only to allow the Company to apply for leave to amend the OS. The more expedient course would be to order rectification in terms of §2 of the OS. As the order made by this Court will be registered at the CR, the Registrar will be able to rectify the records to make clear that the Disputed Forms are null and void and do not have any legal effect.

Disposition

44.  The order made at the hearing is in the following terms:

(1)  The Registrar do rectify the information in the Companies Register by registering the Unregistered NR1;

(2)  D1 be restrained from (a) relying on or using the Disputed Forms in any way whatsoever; and (b) filing any document or submission for the Company at the CR unless authorised by the Company’s board of directors;

(3)  A sealed copy of the order be lodged and served on the CR within 7 days hereof;

(4)  Costs of and occasioned by the OS including the costs of the hearing fixed for 3 October 2025 before DHCJ Reyes SC and this hearing be paid by D1 to the Company forthwith, to be assessed by way of gross sum assessment; and

(5)  There be no order as to costs as between the Company and the Registrar.