RE INTREX LTD

HCCW 590/2025

[2026] HKCFI 5127

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO. 590 OF 2025

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JUDGMENT

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1.  This is a petition presented by the Official Receiver (the “Petitioner”) on 19 September 2025 pursuant to section 765 of the Companies Ordinance (Cap 622, “CO”) for (i) the restoration of Intrex Limited (the “Company”) to the Companies Register, followed by (ii) an order that the Company be wound up.

2.  The Petitioner is the trustee in bankruptcy of Mr Yeung Chun Pui, Simon (the “Bankrupt”) who was the registered holder of 99% of the issued shares of the Company prior to its dissolution in 2010.

3.  The Registrar of Companies (the “Registrar”) who is a proper and necessary party for the restoration application is the first respondent. The Registrar does not object to the restoration application and has no comment on the winding up.

4.  The 2^nd respondent (“R2”) is the personal representative(s) of the estate of the Bankrupt who passed away in 2011. The Petitioner wishes to rely on R2’s locus to pursue the restoration application, there being no one coming forward to represent the estate of the Bankrupt after his demise despite the Petitioner’s efforts described in §§7-9 below.

Relevant background

5.  The key events are the following:

(i)  On 25 August 2008, a bankruptcy order was made against the Bankrupt.

(ii)  On 14 November 2008, the Petitioner became the trustee in bankruptcy of the Bankrupt.

(iii)  On the date of the bankruptcy order,

(a)  the Bankrupt held 99 of the 100 issued shares of the Company;

(b)  the remaining 1 share of the Company was held by Opulent Finance & Investment Limited (“OFIL”) which was also the sole director of the Company;

(c)  the Company was the registered holder of 19 pieces of land in Hong Kong (the “Landed Properties”) which are subject to certain encumbrances described herein §§34-36 below.

(iv)  Upon his bankruptcy, the Bankrupt’s interest in the Shares vested in the Petitioner but the Bankrupt remained the registered shareholder of the Shares, holding the legal title on a bare trust for the Petitioner.

(v)  OFIL was itself struck off the Companies Register and dissolved on 25 November 2011. Its shareholders at the time were (a) the Bankrupt (19,998 out of 20,000 shares); (b) the Bankrupt’s son (1 share); and (c) the Bankrupt’s wife (1 share).

(vi)  The Bankrupt passed away on 19 December 2011 and was discharged from bankruptcy on 25 August 2012.

6.  The rationale for the Petition is that upon the restoration and subsequent winding up of the Company, a liquidator could realise the Landed Properties for the benefit of the Company’s shareholders. As the Petitioner is the beneficial owner of the Shares, the realised net proceeds would be available to pay off the debts owed to the Bankrupt’s creditors.

7.  Issues arose with the participation of R2. Prior to the presentation of the Petition and after the Bankrupt’s demise, the Petitioner attempted to find someone to represent the estate of the Bankrupt by making probate searches, sending letters to the last known addresses of the Bankrupt and his known family members and making telephone calls to known contact members, but all to no avail.

8.  Then, on 6 October 2025, the Petitioner applied by summons for an order that the Official Solicitor be appointed to represent the estate of the deceased Bankrupt for the limited purpose of accepting service of the Petition.

9.  In the course of that application, following exchanges with the Official Solicitor, the Petitioner took further steps to try to locate a person to act as R2. They included (i) an archive will search, (ii) issuing and attempting to deliver letters[1] to further addresses possibly connected to the Bankrupt or his relatives, (iii) placing advertisements in newspapers, and (iv) writing to the current occupiers of the Landed Properties. However, those efforts failed to elicit any response.

10.  On 13 January 2026, upon the joint application of the Petitioner and the Official Solicitor, Master J Wong made an order by consent that the Official Solicitor be appointed to represent the estate of the Bankrupt for the limited purpose of accepting service of the Petition (the “OS Order”).

11.  On 9 June 2026, on the ex parte application of the Petitioner, Master J Wong made an order that the Petition be carried on in the absence of a person representing the estate of the deceased Bankrupt but that the estate be bound by orders made herein (the “Carry On Order”).

12.  The Petitioner has also taken steps to give notice of this hearing by issuing another round of letters in July 2026 to persons possibly connected to the Bankrupt. No one appeared at the hearing in response to that notice.

The restoration application

13.  In relation to the Petitioner’s application to restore the Company to the Companies Register, 3 potential issues arise.

(A) Bona vacantia

14.  Upon the dissolution of a company, its property automatically vests in the Government as bona vacantia: section 752 of the CO.

15.  However, the Registrar (who acts as the Government’s agent in bona vacantia matters) has indicated that she takes a neutral stance to the Petition and has no objection to the Petitioner’s restoration application[2].

16.  Further, on 25 November 2025, the Registrar made available the records of her enquiries made with the Lands Department. In response to her queries, the Lands Department did not raise any objection to the restoration of the Company.

17.  In those circumstances, plainly, bona vacantia is not a live issue.

(B) Locus

18.  Section 765 (1) of the CO provides as follows:

“Where a company’s name or a company has been struck off the register under section 291 or 291A of the predecessor Ordinance, and the company is dissolved under that section, an application to the Court for the restoration of the company to the Companies Register may be made by a person who—

(a) was a director or member or creditor of the company; and

(b) feels aggrieved by the striking off”.

19.  An application under section 765 must be made within 20 years of the date on which notice of the dissolution was published in the Gazette: section 766(1), CO.

20.  It is the Petitioner’s primary position that she is a “member” within section 765 (1), relying on the reasoning in Re Bayswater Trading Co Ltd [1970] 1 WLR 343. In that case, Buckley J held that a personal representative of a deceased member of a dissolved company was a “member” for restoration purposes under the equivalent English legislation which uses the same test of “director or member or creditor”. He reasoned that

“... it would not be unlikely that in the course of the 20 years allowed by the subsection [to apply to restore a company] a registered shareholder might die, and it would be quite contrary to the apparent objective of the subsection that his personal representative should not be a person entitled to ask the court to restore the name of the company to the register.”

21.  Buckley J noted (at 345H) that it is recorded in Buckley on the Companies Acts, 13^th edition (1957), at p 701, that Wynn-Parry J held in 1954 in Rylo (Walton) Engineering Ltd, (unrep.,) that the personal representative of a deceased member could petition under that subsection on the basis that the words “any member” must be so construed as to extend to the personal representative of a deceased member, although not on the register of shareholders.

22.  Mr Kevin Lau, counsel for the Petitioner submitted that Buckley J’s reasoning as to a personal representative is equally applicable to a trustee in bankruptcy. Although the occurrence of a bankruptcy of a member during the 20-year period may be more remote than the demise of the member, nevertheless, it remains a possibility.

23.  Further, the attributes, role and functions of a personal representative and those of a trustee in bankruptcy are substantially similar:

(i)  They both hold the beneficial interest in the relevant shares giving rise to membership:

(a)  on the death of a shareholder, the shares or interest he held in a company (both legal and beneficial) devolves on his personal representative[3]; and

(b)  upon his bankruptcy, while the bankrupt retains his legal title in the share, the bankrupt member becomes a trustee of the share and the power to vote for his trustee in bankruptcy[4].

(ii)  They both owe duties to get in assets for distribution to a class (in the former case, to the beneficiaries of the estate; in the latter, to the creditors of the bankrupt).

(iii)  They are both entitled to become registered members (but for the dissolution) so as to petition in their own right:

(a)  the personal representative’s entitlement derives from the Articles of Association of the Company and the statutory right to registration in sections 158-159 of the CO[5]; and

(b)  as the Bankrupt holds the shares on a bare trust for the trustee in bankruptcy, the latter, as beneficiary with absolute entitlement to the shares, can call for a transfer of the shares[6].

24.  “Member” is defined in section 2 (1) of the CO as meaning a person who agrees to become a member of the company and whose name “is entered as member, in the company’s register of members”. When Bayswater was decided, the applicable English legislation[7] was substantially similar. Buckley J nevertheless concluded that a personal representative was a relevant “member” for restoration purposes. Accordingly, as a matter of construction, the definition of member in the CO does not bar the Court from reaching a similar conclusion.

25.  Having considered those submissions, I am minded to agree with the Petitioner’s primary position that she is a “member” in the relevant sense.

26.  For good measure, Mr Lau put forward an alternative ground, namely, that the Petitioner is entitled to invoke R2’s locus as a personal representative. Indeed, R2 was joined for that purpose, buttressed by the OS Order and Carry On Order.

27.  In brief, Bayswater is authority for the proposition that a personal representative of a deceased member has locus to make a restoration application. Where a personal representative refuses to make such an application, absent an event of bankruptcy, the personal representative can be compelled to do so by the beneficiaries bringing an administration action.

28.  As a result of the bankruptcy order, as earlier noted, the legal title of the Shares remained vested in the Bankrupt and the same is held on a bare trust for the Petitioner. Upon the demise of the Bankrupt, the trust property (i.e. the legal title to the Shares) devolved upon his personal representatives[8] who hold the same on trust for the Petitioner.

29.  The Petitioner can cause or direct R2 to act qua trustee of the legal interest in the Shares. In cases where R2 fails to commence an action because no one has been appointed or otherwise is willing to act as R2, the solution (which the Petitioner has adopted) is to join the trustee as defendant: see Lewin on Trusts at §47-004 and Hong Kong Civil Procedure 2026 at §15/14/4.

(C) Aggrieved by striking off

30.  On an application to restore a company to the Companies Register, the correct test for the Court to apply was whether or not the applicant could show that “the company has more than a shadowy prospect of establishing anything of value[9]”: see Cheng Kwok Keung v The Registrar of Companies [2019] HKCFI 984 at §13(d) where DHCJ Roxanne Ismail applied the test stated by Tang J (as he then was) in Re Easewin Properties Limited [2004] 4 HKC 547 at §22[10].

31.  On the facts of the present case, at the date of its dissolution, the Company was the registered owner of the Landed Properties. But for the dissolution of the Company, the Petitioner could cause the Landed Properties to be managed and disposed of for the benefit of the creditors of the Bankrupt.

32.  In the event of there being any surplus after paying the creditors and costs of the bankruptcy, the Bankrupt’s estate would be entitled to such surplus. The dissolution of the Company disentitled R2 from the chance of receiving such surplus and in that sense R2 is “aggrieved”.

33.  A member of a company that holds a property is aggrieved by the striking off “as it means he (and other shareholders of the Company) will not have the benefit of managing and disposing of the [property]”: So Hoi Wing v Registrar of Companies [2022] HKCFI 3324 at §15. On that analysis, I agree that the applicant is ‘aggrieved’ and had locus to make the application.

34.  It is relevant to note that certain encumbrances have been registered against the Landed Properties which may affect their value:

(i)  Sale and purchase agreements dated 23 June 2004 and 10 November 2004 are registered in favour of United Grand Ltd in relation to which various writs have also been registered (HCA 1903/2005 and HCA 749/2008) and reregistered.

(ii)  The writs also referred to the presence of occupiers at the Landed Properties that may conceivably give rise issues of adverse possession.

35.  As to §34 (i) above, as the sales agreements date from more than 12 years ago, any claim or action thereon would be time-barred under section 7 of the Limitation Ordinance, Cap 347. The registration of the writs which expired latest by 2018 has not been renewed under the Land Registration Ordinance and so no longer has any effect.

36.  As regards the possibility of adverse possession, there is no evidence available of the period and duration of such occupation and how such occupation arose.

37.  In these circumstances, the Petitioner submits that any issue of adverse possession should be resolved subsequently, after the Company is restored. It reflects the approach consistently adopted in restoration applications such as Cheng Kwok Keung at §§13(d) and 14(c): Re Active System Trading Ltd., unrep., HCMP 5173/2003 at §10 and 12; and Re Cretec Electronics (HK) Limited, unrep., HCMP 653/2014, 12 September 2014 at §12 and 16.  

Winding Up

38.  That the Petitioner has the requisite standing[11] to petition for a winding up order is obvious.

39.  Section 177 of CWUMPO sets out the substantive grounds for winding up. For present purposes, the Petitioner relies on subparagraphs (b) and (f) of section 177 (1)[12]:

(i)  As regards subparagraph (b), in Re Katal (International) Knitting Factory Limited [2018] HKCFI 2828, Harris J (at §§12-13) wound up a company that had “done nothing but passively holds these assets for in excess of six years” on this ground. Although the current version is worded differently, I agree that the amendments are immaterial.

(ii)  As regards subparagraph (f),

(a)  in Cheung Sai Lun v Lau Tai Chin, unrep., HCCW 677/2004, 18 May 2007, Barma J (as he then was) observed (at §93) that

“[t]he basis for winding a company up where its substratum has failed is that where the company is defunct, and is incapable of carrying out the objects for which it is incorporated, it is, in general, unjust to require the shareholders to remain locked into it, as this would mean that their capital would remain locked up and idle, or (if still being employed) used for a purpose other than that for which they had subscribed it.”

(b)  in each case, the question is ultimately one of fact: per G Lam J (as he then was) in Lee Man Biu v Hung Wan Hoi Gilbert [2018] HKCFI 1658 (at §133), having earlier (at §130) cited the following passage on the meaning of “loss of substratum”[13]:

“… a failure of substratum, as this phrase has been interpreted by the Court, is not evidenced by a mere discontinuance of business activities even for a lengthy period by a company; so long as this does not evidence a final and conclusive abandonment of the business, and so long moreover as the resources of the company as regards management and money have been conserved so as to admit of its re-entry on its interrupted activities when this shall be judged expedient.”

40.  Applying those principles, the Company is plainly “defunct”: it has not carried on any business activity for a long time and its sole director (OFIL) has been dissolved. There is clearly no evidence of the Company having any resources of funding to carry on any business of holding and developing the Landed Properties.

Disposition

41.  I am more than satisfied that this is an appropriate case for the Court to allow the application to restore the Company to the Companies Register and to wind up the Company.

42.  The draft order annexed to the Petitioner’s skeleton submissions which provides for the costs to be paid out of the assets of the Company reflects the usual costs order: see Re Shun Qun Industrial Co Ltd, unrep., HCCW 556/2005, 3 October 2005) per Kwan J at §9.

43.  Accordingly, I order that there be an order in terms of the draft Order.