TO SZE ON, the Personal Representative of the Estate of TO CHEONG LAM, deceased v. THE REGISTRAR OF COMPANIES

HCMP 2303/2025

[2025] HKCFI 6260

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2303 OF 2025

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J U D G M E N T

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I.  INTRODUCTION

1.  The expedited Originating Summons filed on 25 November 2025 (the “Originating Summons”) was issued pursuant to section 765 of the Companies Ordinance (Cap. 622) (“Cap. 622”) for an order to restore the company in question (the “Company”) which was dissolved upon the completion of its winding up process, and pursuant to section 186 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (“Cap. 32”) for leave to commence or continue proceedings against the restored Company in the Court of Final Appeal (FAMV 142/2025) to be heard on 12 December 2025. Since it was an application under section 765 of Cap. 622, the Registrar of Companies was joined as the Respondent. Given that the Company had been wound up, the Applicant also sent the Originating Summons to the Official Receiver, but did not join it as a party to the Originating Summons.

II.  THE OFFICIAL RECEIVER’S POSITION

2.  While the Official Receiver was not a party and so expressly stated to the Court by letter dated 4 December 2025, shortly before the 1^st hearing of the Originating Summons on 9 December 2025, that it would not comment on the application, the Official Receiver did helpfully point out the obvious: the application was erroneously made, because the Company was dissolved upon the completion of its winding up process, and so reviving such a company shall be made pursuant to section 290 of Cap. 32. After that, just one day before the 1^st hearing on 9 December 2025, the Applicant agreed with the Official Receiver to discontinue the application under section 765 of Cap. 622 against the Registrar of Companies, and issued a Summons to amend the Originating Summons (the “Amendment Summons”) to delete any reference to section 765 of Cap. 622, to remove the Registrar of Companies as the Respondent, to add section 290 of Cap. 32 in the case title and accordingly to join the Official Receiver as a new Respondent.

III.  ADJOURNMENT OF THE HEARING

3.  Given the apparent urgency of the matter arising from the Court of Final Appeal proceedings to take place tomorrow (that is, 12 December 2025), I adjourned the 1^st hearing to today for a rolled-up hearing so that the Amendment Summons and if the Amendment Summons would be allowed, the Amended Originating Summons could be heard together.

4.  Just yesterday, the Applicant wrote to the Court indicating that it would like to adjourn the Originating Summons and the Amendment Summons sine die on the ground that the Court of Final Appeal proceedings are still pending. With respect, I cannot understand this pendency as a ground for adjournment sine die, when this very same pendency had been relied upon as a ground of urgency. During the hearing today, the Applicant also told me that the adjournment was sought because the Official Receiver had not been cooperative with and responsive to the Applicant’s requests for relevant information. When I asked the evidence of such alleged non-cooperation and non-responsiveness, I was told that the evidence was in the evidence filed in support of the Originating Summons. Again, I cannot understand why such evidence, filed in support of the Originating Summons alleged to be an urgent matter, would now become evidence for an adjournment sine die.

IV.  CONCLUSION

5.  Given that the Originating Summons was erroneously made and the intended amendment would make the application substantially and substantively different from the Originating Summons, and the Applicant does not find any urgency to deal with the Amendment Summons and the intended Amended Originating Summons, in my view, the proper course is to dismiss the Originating Summons and the Amendment Summons, with no order as to costs.