PRIMAS MULTI-STRATEGY FUND (formerly known as PRIMAS PRIVATE CREDIT FUND) v. IN VICTORIA LTD

HCMP 371-377/2026
(Heard Together)

[2026] HKCFI 5173

HCMP 371/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 371 OF 2026

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AND

HCMP 372/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 372 OF 2026

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________________________

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AND

HCMP 373/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 373 OF 2026

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AND

HCMP 374/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 374 OF 2026

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AND

HCMP 375/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 375 OF 2026

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AND

HCMP 376/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 376 OF 2026

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AND

HCMP 377/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 377 OF 2026

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(Heard Together)

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D E C I S I O N

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I. INTRODUCTION

1.  Before me are the Amended Originating Summonses under sections 152 and 633? of the Companies Ordinance (Cap. 622) (the “CO”) in the respective proceedings against the companies (the “Companies”) for registration of shares into the Plaintiff’s name and corresponding rectifications of the registers of members.  The shares in question are the mortgaged shares under certain share mortgages, with the usual pre-signed, undated instruments of transfers and bought and sold notes delivered to and kept by the mortgagee, that is, the Plaintiff.

II.  STARTING POINT – NO JOINDER, BUT NOT ABSOLUTE

2.  The starting point is that the registered holder of the shares need not be joined because without any response from the board of the respective Companies, the right for registration has become absolute: see Poon Ka Man Jason v Cheng Wai Tao and Others [2023] 4 HKC 434 at §50, because section 152 is supposed to give a quick and simple mechanism for registration of shares.  However, as Cons J said in Audrey P.F. Chow & Co. v Ying Kai-leung and Another (1976) HKLR 166 at 171, whether to join the registered holder or not depends on the circumstances.  I do not think that the example his Lordship gave about requiring the registered holder to take some steps to make the title good was intended to be the only circumstance where the registered holder has to be joined.  Further, I would think that as a matter of case-management, if a registered holder has commenced a separate action showing triable issues for a declaration that the underlying documents are void, that separate action would have to be heard together or consolidated somehow with an application under section 152 of the CO. 

III.  PROCEDURAL HISTORY

3.  On the first occasion, having considered (1) the evidence that a mortgagor, namely, Madam Angel Wong, had written an open letter to the Plaintiff in HCMP 371/2026 raising essentially a defence of non est factum and misrepresentation in relation to the underlying documents (which are essentially identical to the underlying documents in all the proceedings before me); (2) that was the first hearing only and the mortgagors, who had been served with the papers under cover letter dated 13 April 2026 (the “13 April 2026 Letter”) via service agent appointed under the share mortgages and may not expect any substantive order at the first hearing; and (3) the defendants in HCMP 371, 374-377/2026 sought leave to file evidence in opposition to the Originating Summonses, I ordered an adjournment of the Originating Summonses in HCMP 371-377/2026 to today for a substantive hearing.  I also raised a query on whether the mortgagors need be joined given that the registration of the mortgaged shares sought under the Originating Summonses is part and parcel of the enforcement of the share mortgages between the Plaintiff and the mortgagors.

4.  Thereafter, under cover letter dated 28 July 2026 (the “28 July 2026 Letter”), the Plaintiff served the papers on each and every mortgagor individually and notified each and every mortgagor that at the coming substantive hearing, the Plaintiff would seek substantive orders.  Further, the Plaintiff made it clear in the letter that unless they would hear any objection from the mortgagors by 4 August 2026, they would proceed to seek for substantive orders.  With this, I think my query has become academic – the mortgagors have known since 28 July 2026 that the Plaintiff would seek substantive orders if they did not raise any objection. 

IV.  DISPOSITION OF HCMP 371, 374-377/2026

5.  In fact, in HCMP 371, 374-377/2026, several mortgagors have applied to join the proceedings, and the Plaintiff agree to adjourn these joinder applications to 14 September 2026, to be dealt with together with the Originating Summonses in those proceedings to which the Companies have filed affirmation in opposition.

V.  DISPOSITION OF HCMP 372&373/2026

6.  There are also joinder applications in HCMP 372&373/2026.  Unlike HCMP 371, 374-377/2026, the Defendants in HCMP 372&373/2026 have not filed any acknowledgement of service.  In other words, the Defendants do not oppose to the Originating Summonses in these proceedings.  Therefore, the only remaining issue would be whether the joinder applications should be allowed.

7.  At §5(2) of the Skeleton Submission of the applicants for the joinders, represented by Mr Henry Su of Ho & Partners, the following “proper questions to be tried” are identified:-

(1)  The applicants appear to suggest that there is no event of default, and thus the share mortgages are not enforceable.  The submissions in support are that “no account, reminder or demand is exhibited”.  However, the Plaintiff’s evidence on oath in affirmation that there was default is prima facie evidence of default.  There is no evidence to suggest any payment to traverse this prima facie evidence.  “account, reminder or demand” is not necessary to establish default.  Therefore, I do not see any triable issue raised by this “question”.

(2)  The applicants appear to suggest that the board of the Companies approvals were not or not properly given for the financing via the mortgages of the shares in the Companies.  First, any internal management irregularities do not affect the validity of a company’s act as against outsiders.  In any event, this question of proper approval is irrelevant because the mortgages need not be approved by the boards of the Companies in the first place.  The shares under the mortgages were shares in the Companies, and it was the mortgagors and the mortgagees who were the parties to the mortgages and thus the dealing, and the subject property in question being the shares in the Companies, was a matter for the mortgagors and the mortgagees. 

(3)  Whether the transfers comply with a shareholders’ agreement restricting dealing in the shares.  The Plaintiff is not a party to the shareholders agreement, but a company connected with the Plaintiff.  However, I cannot see how the shareholders’ agreement restricting a Plaintiff’s connected company’s right to deal in the shares would have any bearing on the Plaintiff.

(4)  The applicants for joinders are essentially saying that there are many issues or suspicious features for investigation and so they should be allowed to join the proceedings.  However, joinder is not a means for the applicant to try to fish for evidence or look for triable issues and arguable defences.  The threshold for joinder is that the applicant raises some triable issues and arguable defences. 

8.  For the sake of completeness, in the affirmations in support of the joinder applications, it is also raised that the structure of the underlying bond and some declaration of trust should be investigated.  However, the applicants fail to explain, and I fail to see, how these are relevant. 

9.  In the affirmations in support of the joinder applications, it is also said that the “investors started to realise that there might have been serious fraud in the entire investment scheme”.  However, there are no particulars in support of such a serious allegation, and no explanation of how the alleged fraud has affected the mortgages.  I am not satisfied that there is any triable issue of fraud.

10.  Therefore, I agree with Mr Paul Shieh SC, leading Ms Astina Au and Mr William Wong, counsel for the Plaintiff, that the joinder applications do not raise any triable issue and arguable defence.

11.  The applicants appear also to seek more time to file further evidence.  They say that a Ms Chow of the process agent died on 12 May 2026 and they only learned of the 28 July 2026 Letter on 4 August 2026.  However:-

(1)  There is no evidence suggesting that the service agent had only Ms Chow and no other persons could be able to forward the papers to the applicants;

(2)  In any event, the first notification was made by the 13 April 2026 Letter, served a month ago before Ms Chow died, and thus there should be sufficient time to forward the papers to the applicants; and

(3)  Further and in any event, the applicants received the 28 July 2026 Letter on 4 August 2026.  There have been almost 4 weeks for them to properly put their evidence in order.  If they have triable issues, such length of time is sufficient.

12.  Therefore, I refuse to give further time if the applicants do seek time.

13.  In the circumstances, I dismiss the joinder applications in HCMP 372&373/2026.

14.  In these two proceedings, I am satisfied that I should accede to the Amended Originating Summonses, and make an order in terms of the draft orders submitted, with costs to be summarily assessed on paper.

15.  It remains for me to thank counsel for their assistance.