CHINA ETERNAL (HONG KONG) LTD v. THE REGISTRAR OF COMPANIES AND ANOTHER

HCMP 59/2026

[2026] HKCFI 3693

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 59 OF 2026

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BETWEEN

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REASONS FOR JUDGMENT

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Introduction

1.  The Originating Summons dated 13 January 2026 came before me for substantive hearing on 18 June 2026.

2.  China Eternal (Hong Kong) Limited (“Company”) applied pursuant to section 42 of the Companies Ordinance (Cap 622) (“CO”) for an order that the 1^st Respondent, the Registrar of Companies (“Registrar”), do remove the Return of Allotment, a form NSC1 which was filed with the Companies Registry (“CR”) on 27 May 2025 (“Impugned Return”), which recorded a purported allotment of one fully-paid ordinary share of HK$1 in the Company to the 2^nd Respondent Chan King Hei (“Chan”).

3.  At the hearing, the Company was represented by Ms Fiona Fong of counsel. The Registrar filed a statement to assist the Court. She took a neutral stance and was excused from attendance.

4.  As for Chan, he did not appear. According to the various affirmations of service, he was served with all the relevant documents and notified of the date of the substantive hearing. Therefore, I proceeded with the hearing in his absence.

5.  At the end of the hearing, I made the following orders:

5.1 Pursuant to section 42(1) of the Companies Ordinance (Cap 622), the 1^st Respondent do remove the Return of Allotment (Form NSC1) filed with the Companies Registry on 27 May 2025 (document reference no 22001811504) from the Companies Register.

5.2 The 2^nd Respondent to pay the costs of this application.

6.  These are my reasons.

Facts

7.  The Company is incorporated in Hong Kong. It is wholly owned by BO JU Holdings Ltd, a BVI Corporation. The Company’s principal asset is a 94.72% shareholding in a Mainland Company known as 東莞虎門港海灣石油倉儲碼頭有限公司.

8.  The Company’s board is made up of five directors. Relevantly, Ms Yuan Xiaoqing (“Ms Yuan”), who is an executive director of BO JU Holdings Ltd, is a director of the Company.

9.  On around 24 June 2025, Ms Vicky Leung (“Ms Leung”) acting for the Company Secretary conducted an online company search and discovered two Returns of Allotment (Form NSC1) that raised concern, namely the Impugned Return and an earlier return dated 16 May 2025 with a status of “processing” (“Earlier Return”).

10.  Both the Earlier Return and the Impugned Return showed a purported allotment of one fully-paid ordinary share of HK$1 in the Company to Chan. Both returns were submitted by Ms Chan Uen Ching Veronica (“Ms Chan”).

11.  According to Ms Yuan, Ms Leung immediately notified her. Upon examining a copy of the Impugned Return, Ms Yuan confirmed:

11.1 The signature on the director’s resolution annexed to the Impugned Return purporting to be her signature is a forgery.

11.2 She has never executed or authorised the Impugned Return or any ancillary document relating to the purported allotment to Chan.

11.3 She does not know either Chan or Ms Chan.

12.  Ms Yuan then consulted the Company’s board and the other four directors said they knew nothing about, and did not consent to, the purported allotment to Chan. According to Ms Yuan, no board meeting has ever been convened to consider any allotment of shares to Chan or to anyone since her appointment as a director of the Company on 8 June 2023. It is also said that no authority has ever been granted to Ms Chan to lodge statutory forms on behalf of the Company.

13.  On 24 June 2025, the Company’s solicitors wrote to Chan and Ms Chan stating the Company has never authorised any allotment of shares to Chan and Ms Yuan has never signed the Impugned Return and the Earlier Return. Chan and Ms Chan were requested to immediately withdraw both returns.

14.  On the same day, the Company Secretary sent a letter and email to the CR to request the Impugned Return and the Earlier Return be removed on the basis that they were forged documents as the Company has never authorised any allotment of shares to Chan and Ms Yuan has never signed the returns.

15.  On 30 June 2025, the Company’s board convened an emergency meeting and unanimously resolved to inter alia authorise Ms Yuan to deal with the aforesaid incident on behalf of the Company including making a report to the police. Further, the Company’s solicitors were authorised to enforce the resolution including to commence court proceedings for the removal of the Impugned Return and the Earlier Return if so advised.

16.  On 3 July 2025, the Registrar replied to the Company Secretary stating that without an order from the Court under section 42 of the CO, she has no authority to remove or rectify any documents registered on the CR.

17.  On 9 July 2025, Ms Yuan made a report with the police and gave a formal witness statement.

18.  On 3 November 2025, the CR telephoned Ms Leung and informed her that as the Earlier Return has not yet been accepted for registration, it could still be returned to the presenter (i.e. Ms Chan) at her request. According to Ms Yuan’s affirmation, that was why the Company’s present application is confined to the removal of the Impugned Return.

Analysis

19.  The applicable law is well-established. Section 42 of the CO and the Court’s power to order removal of information from the CR have been reviewed by Godfrey Lam J (as he then was) in Re China Nice Education Research Publishing Investment and Management Co Ltd [2016] 3 HKLRD 525 at §§15-20. Pertinently, section 42(4) provides that removal is only to be ordered if two conditions therein are satisfied.

19.1 First, the applicant has to show that rectification is not good enough. The continuing presence of the incorrect information will cause material damage to the company. It is the damage to the company, not to any other person, that needs to be shown.

19.2 Second, the applicant has to show that the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the register.

19.3 Critically, the fact that the information is incorrect, or relates to an invalid or ineffective transaction, or has been filed without proper authority, is not itself a sufficient reason for removing it as opposed to rectifying it. Even forged documents are not necessarily to be removed unless the two said conditions are met.

20.  The threshold for removal rather than rectification is “not high” and is “fairly low”. If there is a prospect of damage being caused to the company by information on the register, that would justify removal. The Court is entitled to consider a wide range of factors. The continued presence of incorrect information may give rise to a real risk that the persons dealing with the company would question the identity of the shareholders and directors, creating confusion, uncertainty, and time and cost on the part of the companies in dealing with their affairs. See Noble Crest Ltd v Chan Yuet Ching Brenda [2023] HKCFI 115 at §23 (Cheng J); Sterling Payment Services Ltd v The Registrar of Companies [2021] HKCFI 2047 at §§15-16 (Recorder Manzoni SC); Wang Zhihua v Registrar of Companies [2020] HKCFI 2873 at §54 (Linda Chan J).

21.  I am satisfied that both conditions for removal are met on the facts of this case. All the information in the Impugned Return is contrary to the facts presented to the Court through Ms Yuan’s affirmation. As no cancellation of allotment can be filed, any rectification, if ordered, will probably have to be done via considerable deletions and amendments across the Impugned Return: Re China Nice Education §23.

22.  Therefore, if the Impugned Return is to remain on the CR, even with the incorrect information crossed out or rectified or clarified, the considerable deletions and amendments may by themselves create a potential point of dispute in future, which would likely but unnecessarily increase the time and expense of the Company in dealing with its own affairs. I can readily conceive of persons dealing with the Company (such as banks, regulators, trade counterparties and potential investors) questioning the identity of the shareholder(s) and insisting the Company should provide further evidence to put the matter beyond doubt. See similar sentiments expressed by Linda Chan J on the facts of Chan Pui Sze v Perfect Star Credit Ltd [2021] HKCFI 674 at §42.

23.  I also take note of the fact that after discovering the Impugned Return and the Earlier Return, the Company acted relatively swiftly to seek for their removal from the CR. The present application was lodged around 2 months after the CR had confirmed the Earlier Return could still be returned to the presenter, which resulted in the Company’s solicitors advising the Company that the application to Court for removal should thus be confined to the Impugned Return.

24.  On the other hand, despite being served with all the relevant documents and notified of the substantive hearing of the present application, Chan has not filed any evidence, and has done nothing else, to either justify the Impugned Return or assert any interest in the Impugned Return continuing to appear on the CR.

25.  In the premises, given that it would appear that Chan for unexplained reasons has filed an apparently false document in the CR which might necessarily lead to confusion in the mind of anybody inspecting the CR, I agree this is an appropriate case to order the Impugned Return be removed rather than requiring the CR to alter what is already filed. See also Cheung Wai Man Elmo v Ko Hok Shing [2022] HKCFI 3668 at §5 (Harris J).

26.  For all these reasons, I granted the orders at §5 above.