JOHNSON MEDTECH (HK) LTD v. REGISTRAR OF COMPANIES AND ANOTHER

HCMP 1215/2025

[2025] HKCFI 4398

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1215 OF 2025

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REASONS FOR DECISION

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1.  This is the application of Johnson Medtech (HK) Limited (“P”) by originating summons filed on 22 July 2025 (“OS”) for

(1)  A declaration that the Notice of Change of Company Secretary and Director (Appointment/Cessation) (Form ND2A) submitted to the Companies Registry (the “Registry”) for filing on 22 November 2023 (the “Disputed Document”) is null, void and of no legal effect; and

(2)  An order that the Disputed Document be removed from the Companies Register (“CR”). Alternatively, the Registrar of Companies (the “Registrar”) be directed to rectify the information in the CR by removing P as director of Top Thriving Limited (“D2”)

2.  The Registrar is the 1^st defendant and takes a neutral stance. Her attendance at the hearing was excused. D2 indicated in the acknowledgement of service signed by Qiu Hongxin (“Mr Qiu”), its director, which it does not intend to contest the proceedings and did not appear.

3.  At the conclusion of the hearing, I granted the declaration sought and ordered that the Disputed Document be removed from the CR. I also ordered that the costs of and incidental to this application be paid by D2, such costs to be summarily assessed and payable forthwith.

Relevant background

4.  P is a Hong Kong company and a wholly-owned subsidiary of Johnson Electric Holdings Limited. It changed to its present name “Johnson Medtech (HK) Limited” on 9 September 2010 from its former name “Johnson Electric (Hong Kong) Limited”.

5.  D2 is a Hong Kong company. As at 5 March 2023, Mr Qiu was the sole shareholder and sole director of D2.

6.  Prior to the Disputed Document, there was no relationship or dealings between P and D2.

7.  Since September 2023, a series of filings were made at the CR including the appointment of P as director of D2 on 16 November 2023 through the Disputed Document signed by Mr Qiu.

8.  The Disputed Document came to light after a Mr Pang contacted P on 19 February 2024 in the following circumstances:

(i)  Mr Pang carries on an agency business and assisted customers to borrow Mainland-Hong Kong vehicle licences. In August/September 2023, an unknown person (“X”) contacted Mr Pang to borrow a Mainland-Hong Kong vehicle licence. Such a vehicle licence (No: 粵Z 559J港) registered under the name of D2 (“Mainland Vehicle Licence”) and original documents of title were passed to X who stole the same.

(ii)  Mr Pang contacted P as P is shown as a corporate director according to the company search particulars of D2 made on 11 April 2025.

(iii)  P did not know D2 and is not its director. P reported the matter to the police for investigation and further reported to the CR that the Disputed Document contained false information. However, P was informed that a Court order would be required before that information could be removed.

(iv)  In February 2025, P received warning notices from the Transport Department addressed to Johnson Electric (Hong Kong) Limited, its former name, as the registered owner of the vehicle bearing registration mark SX7345 (the “Vehicle”) relating to unpaid tolls plus surcharges.

(v)  This was followed by notice of orders made by the Magistrate on 13 March 2025 against P also in its former name relating to unpaid tolls et cetera.

(vi)  Upon further investigation, P discovered that between November 2023 and January 2024, P was registered in its former name as owner of the Vehicle. The Vehicle is now registered under D2’s name.

Applicable principles

9.  The Court’s power to make an order for removal of information in the CR is governed by section 42. The relevant provisions are those in subsections (1) and (4) of section 42. They provide as follows:

“42. Registrar must rectify information on Companies Register on order of Court

(1) 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 company’s authority; or

(b) the information-

(i) is factually inaccurate; or

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

…

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

(a) … 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.”

10.  To satisfy the requirements of section 42 (4), it must be shown that material damage to P will be caused by the continuing presence of the incorrect information despite rectification: see Re China Nice Education Research Publishing Investment and Management Co Limited [2016] 3 HKLRD 525 at §18.

11.  In determining whether there is a prospect that damage may be caused to the company, the Court is entitled to consider a wide range of factors if the record were to persist, 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 [2019] 5 HKC 478 at §16.

12.  In Cheung Wai Man Elmo v Ko Hok Shing and Others [2022] HKCFI 3668, Harris J. made a s.42 order stating at §5:

“Given the fact that it would appear the 1st Defendant for unexplained reasons has filed falsified documents in the Companies Registry which necessarily might lead to the confusion in the mind of anybody inspecting it, I accept the Plaintiff’s argument that this is an appropriate case in which to order that the documents which should never had been filed are removed from the Companies Registry, rather than that the Companies Registry are required to alter what is already filed.”

This application

13.  P’s application is supported by the affirmation of Cheng Lai Chu (“Cheng”) who is P’s company secretary. Her evidence is that prior to receiving the call from Mr Pang, she and P had never heard of D2 who is not P’s client. P believes that the Disputed Document is a false document. Cheng maintains that the signature on the Disputed Document is not hers.

14.  Moreover, P does not affix any seal or stamp to its filings in the CR and the stamp on the Disputed Document differs from P’s official rubber stamp: P had never adopted the round-shaped company stamp as shown on the Disputed Document as its company stamp.

15.  The Pang episode shows that

(i)  Prior to the submission of the Disputed Document, D2’s Mainland Vehicle Licence and corporate documents had been stolen by X.

(ii)  When P discovered that it was appointed as a director of D2 on 19 February 2024, P reported the matter to the police and reported the matter to the CR.

(iii)  P is not a director of D2, despite what is stated on the Disputed Document.

(iv)  At the time of the submission of the Disputed Document, the Vehicle came to be registered under P’s former name which was later transferred to D2. That could only have been done by the use of forged identification documents with forged signature(s) on the requisite forms submitted to the Transport Department.

(v)  P has never owned the Vehicle nor held any e-Toll account in respect of the Vehicle. It never used its former name after its change of name on 9 September 2010.

(vi)  The use of P’s former name in the registration of the Vehicle means that the outdated corporate document including P’s Certificate of Incorporation has been misused by X.

(vii)  On 11 April 2025, P reported the incident regarding the Vehicle to the CR who caused a note to be added to the Disputed Document alerting the reader to exercise caution.

(viii)  The matters noted in (ii) - (vii) have been reported to the Magistrates Court, HKeToll, the Transport Department and the police who are investigating the same.

16.  The Pang episode suggests that there is a fraudulent scheme carried out by X against P and D2.

17.  I am satisfied that the information contained in Disputed Document is invalid, ineffective and factually inaccurate and is a forgery. The information contained in it is incorrect as

(i)  P was never appointed a director of D2;

(ii)  Cheng’s signature on the Disputed Document is a forged signature;

(iii)  P does not affix any seal or stamp to its filings in the CR;

(iv)  the round-shaped company stamp as shown on the Disputed Document differs from P’s official rubber stamp in shape;

(v)  P has never consented to the filing of the Disputed Document.

18.  As regards section 42 (4), it is also obvious from the events that have occurred that the continuing presence of the information on the CR will cause material damage to P given the misuse of forged documents against P.

19.  The matters set out in §15 (i), (iv) - (vi) appear to be designed also to cause damage to D2 or those dealing with D2. If the Disputed Document is allowed to remain at the CR, even with the incorrect information rectified, there is a real risk that 3^rd parties dealing with D2 may question the identity of the directors, causing additional time and effort on D2’s part to address such unnecessary queries.

20.  It would therefore also be in D2’s interest for the Disputed Document to be removed from the CR. Put differently, D2 has no conceivable interest for the information to continue to appear on the CR. In those circumstances, P’s interest necessarily outweighs those of D2.

21.  I am therefore satisfied that the requirements of section 42 (4) have been met and that an order for the removal of the Disputed Document from the CR is warranted.