RE WIN BUSINESS ENERGY CAOFEIDIAN LTD (formerly known as Kerr-McGee China Petroleum Ltd)

HCMP 840/2026

[2026] HKCFI 3951

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 840 OF 2026

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REASONS FOR JUDGMENT

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1.  By originating summons filed on 27 May 2026 (“OS”) the joint official liquidators[1] (“JOLs”) of Win Business Energy Caofeidian Limited (in official liquidation) (“Company”) apply for:

(1)  Recognition of the Company’s liquidation and the JOLs’ appointment by the Bahamian Court; and

(2)  Assistance in the form of the powers set out in the OS, including the power to open and operate a bank account with Dah Sing Bank, Limited (“DSB”) and to take control of the funds to be received by the Company through such bank account.

Background

2.  The Company was incorporated in The Bahamas. Until its demise, the Company was part of a group of companies engaged in oil and gas business.

3.  The ultimate holding company of the group is Brightoil Petroleum (Holdings) Limited (“Brightoil”), a company incorporated in Bermuda whose shares were listed on the Main Board of the Stock Exchange of Hong Kong Ltd (stock code: 933) and had a principal place of business in Hong Kong during the period from November 1995 to October 2020. In January 2026, joint provisional liquidators were appointed by the Bermuda Court over Brightoil[2].

4.  The Company was placed into interim receivership on 12 December 2023 and provisional liquidation on 9 September 2024 during which the JOLs were interim receivers and provisional liquidators of the Company.

5.  On 14 July 2025, after hearing submissions of the parties at a contested hearing, Justice Simone Fitzcharles of the Bahamian Court ordered the Company to be wound up in accordance with the provisions of the Companies Act, 1992 (as amended) (“Act”) and as applicable to the winding up of International Business Companies under the International Business Companies Act, 2000 (as amended) (“IBCA”). In the same order, the JOLs were appointed pursuant to ss.200-201 of the Act to carry out the winding up of the Company (“Appointment Order”).[3]

6.  According to the JOL’s investigations, the Company was the vehicle through which the group invested and managed petroleum and oil production contracts relating to offshore oil and gas exploration in the Gulf of Bohai in Mainland China[4]. Amongst others, the Company was a party to 2 petroleum profit sharing contracts (together “PSCs”) entered into in the 1990s with China National Offshore Oil Corporation (“CNOOC”). One PSC expired in January 2025 (“PSC #1”) while the other expired on 12 June 2026[5].

7.  The 2 PSCs are the Company’s most significant assets which have been identified by the JOLs to-date. Under the PSCs, the JOLs expect the Company will receive dividends in the region of US$100 million[6].

8.  The JOLs were informed by CNOOC that approximately US$8 million would be distributed to the Company pursuant to PSC#1 in August 2026. Of this US$8 million, US$2 million will be settled in Renminbi and be paid into the Company’s bank account in Mainland China, and the remaining US$6 million will be paid by CNOOC to a bank account in the Company’s name in Hong Kong[7].

9.  Although the JOLs have identified 2 bank accounts maintained by the Company in Hong Kong with Citibank N.A. (“Citibank”) and Huatai Financial Holdings (Hong Kong) Limited (“Huatai”), a securities firm with a sub-account held with Bank of China[8], they do not consider it necessary to seek assistance in taking control of these accounts, given that:

(1)  Citibank and Huatai have provided the information and documents requested by the JOLs[9];

(2)  The accounts contain negligible balances[10]; and

(3)  The account at Citibank was closed on 22 May 2024, while the account at Huatai  has since 30 June 2025 been suspended.

10.  The JOLs require to open and operate a bank account in Hong Kong for the purpose of receiving dividends under the PSCs.

11.  Prior to receivership, the Company had received the dividends paid to it pursuant to the PSCs through the account at Citibank, but the JOLs consider that it is not in the Company’s interest to use the Citibank account for this purpose for the following reasons[11]:

(1)  The Citibank account was closed in questionable circumstances indicative of unauthorised interference.

(2)  Since 28 December 2023, the JOLs (qua interim receivers) have been in contact with Citibank. Citibank was instructed to preserve all bank and financial accounts pursuant to the Order of the Bahamian Court appointing interim receivers over the Company’s assets.

(3)  On 30 October 2024, Citibank informed the JOLs (qua provisional liquidators) that the account had been closed on 22 May 2024, but the JOLs never instructed them to do so.

(4)  On 30 May 2025, Citibank informed the JOLs (qua provisional liquidators) that the account had been closed after discussions with the “Company’s client contact”.

(5)  On 22 April 2026, Citibank revealed the identity of the “Company’s client contact” was “Saina Zhang”, being one of the “authorised persons” of the account. Saina Zhang had never been authorised by the JOLs to deal with the account at Citibank.

(6)  While the JOLs could seek to re‑open the Citibank account, they concluded that such act might lead to interference in the dividends to be received under the PSCs as Citibank had not in the past recognized or given full effect to the JOLs’ authority to represent the Company.

(7)  On the other hand, the JOLs have an established working relationship with DSB in other liquidations and they consider DSB to be a suitable bank for the purposes of this liquidation.

12.  Upon the JOLs’ enquiry, DSB confirmed that it takes a neutral stance to the application and will comply with any order to be made by this Court and does not intend to attend any hearing of the application.

13.  The JOLs also wrote to Citibank and Huatai to ascertain their stance, and both of them indicated that they are neutral to the application and will comply with any order for recognition and assistance which may be granted by the court.

Discussion

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

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

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

(a)  The foreign proceedings are collective insolvency proceedings;

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

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

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

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

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

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

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

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

15.  A standard form of order is used to provide recognition and assistance, and includes the granting of power to operate, open and close any bank accounts in the name and on behalf of a company for the purpose of recovering receivables and collecting assets (Re USUM at §§47, 78(2)). Where the order sought may affect third parties, the application for recognition and assistance should be made inter partes (Re Up Energy Development Group Ltd [2022] 2 HKLRD 993, §79(2)). However, where the third parties indicate a neutral stance and do not wish to attend the hearing, it may not be necessary to join such parties as defendants, only to be excused from attending the hearing (Re Bull’s-Eye Limited [2024] HKCFI 3000, §§20-21).

16.  In the present case, all the requirements for recognition and assistance are met.

17.  The application is supported by a letter of request dated 23 March 2026 issued by Justice Fitzcharles (“LOR”).

18.  First, the liquidation of the Company is a collective insolvency process. The Company was placed into compulsory liquidation on the grounds that it was insolvent and it was just and equitable that the Company be wound up. The JOLs were appointed to investigate, identify, recover, realise and protect the Company’s assets whether located within or outside of The Bahamas, for distribution to creditors[12]. The liquidation in The Bahamas is therefore a collective insolvency proceeding under the supervision of the Bahamian Court.

19.  Second, the Company was wound up in The Bahamas which the place of its incorporation.

20.  Third, the assistance is necessary for the JOLs’ performance of their functions as liquidators in Hong Kong. In this regard:

(1)  The JOLs need to open and operate a bank account in Hong Kong in order to receive dividends under the PSCs and to ensure that the funds received will be free of any risk of interference by any individual (§§2(a), (e) of OS).

(2)  The JOLs need to take control of all assets located in Hong Kong and to secure documents, information and books and accounts of the Company for the purpose of discharging their duties as liquidators (§§2(b) – (d) of OS).

(3)  The JOLs need to retain legal and other professional advisers and agents to assist them in the execution of their powers and duties, and to take part in legal proceedings in Hong Kong as required (§2(f), (g) of OS) in case their authority is being questioned; and

(4)  The JOLs’ power to take control of the Company’s assets located in Hong Kong must extend to withdrawing any funds or balances standing to the credit of the Company’s bank account (§3 of OS).

21.  Fourth, the powers and assistance sought by the JOLs are powers conferred by the Appointment Order and Bahamian law. In the LOR, the Bahamian Court requests the Hong Kong Court to recognise and assist the JOLs and confirms that:[13]

(1)  the JOLs are appointed by the Appointment Order made in accordance with the Act and the IBCA;[14]

(2)  pursuant to s.205 of the Act, the JOLs are authorised to exercise any of the powers or to carry out the functions for which they are appointed including (a) with sanction of the court, the powers contained in Part I of the Fourth Schedule to the Act; and (b) with or without sanction, the general powers specified in Part II of the Fourth Schedule to the Act;[15]

(3)  the JOLs shall have the sanction of the court pursuant to §2 of the Fourth Schedule to carry on the business of the Company so far as may be necessary for its beneficial winding up;[16]

(4)  the JOLs are directed to “take all and any necessary steps that they consider fit to collect and get in all of the property and/or assets of the Company, of whatever nature wherever situate”;[17] and

(5)  all powers of the JOLs may be exercised by them within and outside of The Bahamas and which may be exercised by the JOLs jointly and severally[18].

22.  In view of the confirmation set out in the LOR, it is not necessary for the JOLs to adduce evidence on Bahamian law to show that they have the powers sought in the OS. Nevertheless, the JOLs have produced the relevant statutory provisions to show that:

(1)  the JOLs’ functions are to collect, realise and distribute the assets of the Company to its creditors, and if there is a surplus, to the persons entitled to it[19]; 

(2)  the JOLs may, without sanction of the Bahamian Court, exercise any of the general powers to including, inter alia,  take possession of, collect and get in the property of the Company and for that purpose that all such proceedings as they consider necessary and  do all acts and execute in the name of the Company all deeds, receipts and other documents[20]; and

(3)  the JOLs have a duty to take possession or control all the Company’s books and records[21].

Disposition

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

(1)  The liquidation of Win Business Energy Caofeidian Limited (formerly known as Kerr-McGee China Petroleum Ltd.) (in official liquidation) (“Company”) and the appointment of Mr Edmund Rahming of Intelisys Ltd, Ms Yeung Mei Lee and Mr Wesley Edwards of Alvarez & Marsal Asia Limited and Alvarez & Marsal (BVI) Limited respectively as Joint Official Liquidators (“JOLs”) pursuant to the order of the Supreme Court (commercial division) of the Commonwealth of The Bahamas (“Bahamian Court”) dated 14 July 2025, and any successor(s) who may be appointed in their place as JOLs be recognised by this Court;

(2)  The JOLs have and may exercise in the Hong Kong Special Administrative Region the following powers for the purpose of carrying out their functions as JOLs of the Company:

(a)  to operate and open or close any bank or securities accounts in the name and on behalf of the Company whether such accounts are denominated in Hong Kong dollars or any other currencies including but not limited to opening and operating an account with Dah Sing Bank, Limited (“DSB Account”);

(b)  to locate, protect, secure and take into their possession and control all assets and property within the jurisdiction of this Court to which the Company is or appears to be entitled, including any assets and property that may be transferred or deposited with the DSB Account;

(c)  to request and receive from third parties documents and information belonging to the Company concerning its promotion, formation, business dealings, accounts, assets, liabilities or affairs including the cause of its insolvency;

(d)  to locate, protect, secure and take into their possession and control the books, papers, and records of and in relation to the Company including the accounting and statutory records within the jurisdiction of this Court and to continue their investigation into the assets and affairs of the Company and the circumstances which gave rise to its insolvency;

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

(f)  to retain and employ barristers, solicitors or attorneys, accountants and/or such other agents or professional persons as the JOLs considers appropriate for the purpose of advising or assisting in the execution of their powers and duties under this Order; and 

(g)  to bring legal proceedings and make applications to this Court, whether in their own names or in the name of the Company.

(3)  Any balances standing to the credit of the Company in any bank or securities accounts in Hong Kong including but not limited to the DSB Account at any time so far as any such accounts are in operation, subject to any adjustments for additional interest accrued and for bank charges or fees incurred, be delivered up to the Company in accordance with any instructions issued by the JOLs.

(4)  Liberty to apply.

24.  The JOLs ask for costs of the application to be paid out of the estate of the Company. For the reasons explained in §76(9) of Re USUM, the question of the JOLs’ entitlement to costs is a matter for the Bahamian Court, being the court supervising the liquidation of the Company. It is neither necessary nor appropriate for this Court to make a costs order sought by the JOLs.