Preliminary

1.

Application of rules

(1)

Subject to the limitation hereinafter mentioned these rules shall apply to the proceedings in every winding up under the Ordinance of a company, which shall commence on and after the date on which these rules come into operation†, and they shall also, so far as practicable, and subject to any general or special order of the court, apply to all proceedings which shall be taken or instituted after the said date, in the winding up of a company which commenced on or after 1 July 1933. Rules which from their nature and subject matter are, or which by the head lines above the group in which they are contained or by their terms are made applicable only to the proceedings in a winding up by the court, or only to such proceedings and proceedings in a creditors voluntary winding up shall not apply to the proceedings in a voluntary winding up, or as the case may be in a members’ voluntary winding up.

(28 of 2012 ss. 912 & 920)

(2)

(Repealed 28 of 2012 ss. 912 & 920)

Editorial Note:

†	Commencement date: 1 January 1937.

2.

Interpretation of terms

(1)

In these rules, unless the context or subject-matter otherwise requires—

(14 of 2016 s. 120)

bailiff

(

執達主任

) means the bailiff of the court and includes an assistant bailiff;

company

(

公司

) means a company which is being wound up, or against which proceedings to have it wound up have been commenced;

(L.N. 178 of 1978; 28 of 2012 ss. 912 & 920)

court

(

法院

、

法庭

) means the Court of First Instance and references in these rules, or in the forms in the Appendix, to the High Court of Hong Kong shall be construed accordingly;

(L.N. 201 of 1984; 25 of 1998 s. 2)

creditor

(

債權人

) includes a corporation, and a firm of creditors in partnership;

gazetted

(

在憲報刊登

) means published in the Gazette;

Official Receiver

(

破產管理署署長

) includes any officer appointed by the Chief Executive to discharge the duties of Official Receiver under the Ordinance and includes a deputy official receiver so appointed;

(23 of 1999 s. 3)

proceedings

(

法律程序

) means the proceedings in the winding up of a company under the Ordinance;

(L.N. 178 of 1978; 28 of 2012 ss. 912 & 920)

proof

(

債權證明表

) means a document by which a creditor seeks to establish his claim against a company;

(L.N. 225 of 1992)

Registrar

(

司法常務官

) means the Registrar of the High Court and includes a senior deputy registrar, deputy registrar or assistant registrar of the High Court;

(L.N. 372 of 1981; 10 of 2005 s. 173)

relevant provision

(

有關條文

) means a provision of—

(a)

the Ordinance;

(b)

the pre-amended Ordinance having a continuing effect under Schedule 11 to the Companies Ordinance (Cap. 622) or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1); or

(c)

the Companies Ordinance (Cap. 622);

(28 of 2012 ss. 912 & 920)

rules

(

規則

) means these rules, and includes the prescribed forms;

sealed

(

蓋章

) means sealed with the seal of the court;

statement of affairs

(

資產負債狀況說明書

)—

(a)

means a statement as to the affairs of a company required to be made under section 190(1) of the Ordinance; and

(b)

includes the affidavit verifying the statement as required by that section;

(14 of 2016 s. 120)

supplementary affidavit

(

補充誓章

) means a supplementary affidavit required to be made under section 190(2A) of the Ordinance;

(14 of 2016 s. 120)

taxing officer

(

訟費評定官

) means the officer of the court whose duty it is to tax costs in the proceedings of the court under its ordinary jurisdiction.

(2)

In these rules, where there is a reference to a Form followed by a number or a combination of a number and a letter, and not in conjunction with the title or short title of any Ordinance, it is to be construed as the Form that is—

(a)

followed by that number or that combination of the number and letter; and

(b)

in the Appendix.

(14 of 2016 s. 120)

(46 of 2000 s. 40)

3.

Use of forms in Appendix

(1)

Subject to paragraph (2), the forms in the Appendix, where applicable, and where they are not applicable forms of the like character, with such variations as circumstances may require, shall be used. Where such forms are applicable any costs occasioned by the use of any other or more prolix forms shall be borne by or disallowed to the party using the same, unless the court shall otherwise direct.

(14 of 2016 s. 121)

(2)

If any notice, document or information referred to in rule 20A is required to be given, sent or supplied in a form in the Appendix, the form may be used with any necessary variations so that it complies with that rule.

(14 of 2016 s. 121)

Statutory Demand

(14 of 2016 s. 122)

3A.

Interpretation of rules 3B and 3C

In rules 3B and 3C—

statutory demand

(

法定要求償債書

) means the written demand referred to in section 178(1)(a) or 327(4)(a) of the Ordinance.

(14 of 2016 s. 122)

3B.

Form and content of statutory demand

(1)

A statutory demand—

(a)

must be in Form 1A;

(b)

must state—

(i)

the amount of the debt; and

(ii)

the consideration for the debt, or if there is no such consideration, the way in which the debt arises;

(c)

must be dated; and

(d)

must be signed by—

(i)

the creditor; or

(ii)

a person authorized by the creditor.

(2)

If a statutory demand is signed by a person authorized by the creditor, the signature must be accompanied by a statement that the person is authorized to make the demand on the creditor’s behalf.

(3)

Subject to paragraph (4), if the amount of the debt claimed in a statutory demand includes—

(a)

any charge by way of interest not previously notified to the company as a liability of the company; or

(b)

any other charge accruing from time to time,

the charge (whether expressed in an amount or by reference to a rate) must be separately identified, and the grounds on which the charge is claimed must be stated, in the demand.

(4)

The amount of the debt claimed must be limited to that which has accrued due as at the date of the demand.

(14 of 2016 s. 122)

3C.

Information to be given in statutory demand

A statutory demand must include the following content—

(a)

the purpose of the demand;

(b)

the methods of compliance with the demand;

(c)

a statement to the effect that—

(i)

if the company does not comply with the demand within 3 weeks after the service of the demand on the company, a petition for the winding up of the company may be presented to the court; and

(ii)

if the company disputes the demand in whole or in part, it may institute any legal proceedings that it thinks fit to respond to the demand, including applying to the court for an injunction to restrain the creditor from presenting or advertising a petition for the winding up of the company;

(d)

the name of at least one individual whom the company may, if it wishes, contact with a view to securing or compounding for the debt to the satisfaction of the creditor; and

(e)

the address and telephone number (if any) of any such individual.

(14 of 2016 s. 122)

Court and Chambers

4.

Office of Registrar in the court

(1)

All proceedings in the winding up of companies in the court shall be attached to the Registrar, who shall, together with the necessary clerks and officers, and subject to the Ordinance and rules, act under the general or special directions of a judge.

(2)

(Repealed L.N. 372 of 1981)

5.

Matters in court to be heard in court and chambers

(1)

Except as provided in section 180A of the Ordinance, the following matters and applications in the court shall be heard before a judge in open court—

(L.N. 304 of 1988; 14 of 2016 s. 123)

(a)

petitions;

(b)

appeals to the court from the Official Receiver when acting as Official Receiver and not as liquidator;

(c)

applications under section 290 of the Ordinance;

(d)

applications by the Official Receiver or liquidator under section 284(3) of the Ordinance, or an appeal thereunder;

(e)

applications for the committal of any person to prison for contempt;

(f)

public examinations;

(g)

applications under section 277(1) of the Ordinance;

(h)

applications to rectify the Register;

(i)

such matters and applications as a judge may from time to time by any general or special orders direct to be heard before him in open court.

(2)

Where a person is required under section 286B of the Ordinance to attend before the court and be examined under section 286C of the Ordinance, the examination is to be held in court or in chambers as the court directs.

(14 of 2016 s. 123)

(3)

Every other matter or application in the court under a relevant provision to which the rules apply may be heard and determined in chambers.

(28 of 2012 ss. 912 & 920)

6.

Applications in chambers

Subject to the provisions of the Ordinance and rules—

(a)

the Registrar may under the general or special directions of a judge hear and determine any application or matter which under the Ordinance and rules may be heard and determined in chambers;

(b)

any matter or application before the Registrar may at any time be adjourned by him to be heard before a judge;

(c)

any matter or application may, at any time, if a judge thinks fit, be adjourned from chambers to court or from court to chambers, and if all the contending parties require any matter or application to be adjourned from chambers to court it shall be so adjourned.

(L.N. 108 of 1987)

7.

Motions and summonses

(1)

Every application in court other than a petition, shall be made by motion, notice of which shall be served on every person against whom an order is sought, not less than 2 clear days before the day named in the notice for hearing the motion. (See Form 1)

(2)

Every application in chambers shall be made by summons, which, unless otherwise ordered, shall be served on every person against whom an order is sought, and shall require the person or persons to whom the summons is addressed to attend at the time and place named in the summons.

(3)

Every application by the liquidator to the court for directions in relation to any particular matter arising under the winding up shall be made in chambers.

8.

Times for holding court

Subject to the provisions of the Ordinance, the times of the sitting of the court in matters relating to the winding up of companies shall be those which are appointed for the transaction of the general business of the court, unless a judge shall otherwise order.

(L.N. 178 of 1978; 28 of 2012 ss. 912 & 920)

Proceedings

9.

Title of proceedings

(1)

Every proceeding in a winding-up matter shall be dated, and shall, with any necessary additions, be intituled as follows—

In the High Court of Hong Kong

Companies (Winding-Up).

No.

of

20 .

In the Matter of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

and in the matter of the company to which it relates. Numbers and dates may be denoted by figures.

(25 of 1998 s. 2; 28 of 2012 ss. 912 & 920)

(2)

The first proceeding in every winding-up matter shall have a distinctive number assigned to it in the office of the Registrar, and all proceedings in any matter subsequent to the first proceeding shall bear the same number as the first proceeding.

10.

Written or printed proceedings

All proceedings shall be written or printed, or partly written or partly printed, on paper of the size 210 × 297 mm, or thereabouts, and must have a stitching margin; but no objection shall be allowed to any proof or affidavit on account only of its being written or printed on paper of other size.

(L.N. 397 of 1984)

11.

Process to be sealed

All orders, summonses, petitions, warrants, process of any kind (including notices when issued by the court) and office copies in any winding-up matter shall be sealed.

12.

Issue of summonses

Every summons in a winding-up matter in the court shall be prepared by the applicant or his solicitor, and issued from the office of the Registrar. A summons, when sealed, shall be deemed to be issued.

13.

Orders

Every order, whether made in court or in chambers, in the winding up of a company shall be drawn up by the applicant or his solicitor and signed by the Registrar, unless in any proceeding, or classes of proceedings, the judge or Registrar who makes the order shall direct that no order need be drawn up. Where a direction is given that no order need be drawn up, the note or memorandum of the order, signed or initialled by the judge or the Registrar making the order, shall be sufficient evidence of the order having been made.

14.

File of proceedings in office of Registrar

All petitions, affidavits, summonses, orders, proofs, notices, depositions, bills of costs and other proceedings in the court in a winding-up matter shall be kept and remain of record in the office of the Registrar and, subject to the directions of the court, shall be placed in one continuous file.

15.

Office copies

All office copies of petitions, affidavits, depositions, papers and writings, or any parts thereof, required by the Official Receiver or any liquidator, contributory, creditor, officer of a company, or other person entitled thereto, shall be provided by the Registrar, and shall, except as to figures, be fairly written out at length, and be sealed and delivered out without any unnecessary delay, and in the order in which they shall have been bespoken.

16.

Inspection of file

Every person who has been a director or officer of a company which is being wound up, shall be entitled, free of charge, and every contributory and every creditor whose claim or proof has been admitted shall be entitled on payment of a fee of $1 for each inspection per diem, at all reasonable times, to inspect the file of proceedings and to take copies or extracts from any document therein, or to be furnished with such copies or extracts upon payment of 75 cents per folio of 72 words, each figure being counted as a word.

(L.N. 50 of 1964)

17.

Use of file by Official Receiver

Where, in the exercise of his functions under the Ordinance or rules, the Official Receiver requires to inspect or use the file of proceedings the Registrar shall (unless the file is at the time required for use in court or by him) on request, transmit the file of proceedings to the Official Receiver, and the Registrar may, in his discretion, permit the Official Receiver to retain in his custody for such time as the Registrar may think fit any file or files of proceedings.

(17 of 2018 s. 39)

18.

Defacement of stamps

Every officer of the court who shall receive any document to which an adhesive stamp shall be affixed, shall immediately upon receipt of the document deface the stamp thereon and no such document shall be filed or delivered until the stamp thereon shall have been so defaced.

Service and Execution of Process and Enforcement of Orders

19.

Duties of bailiff

(1)

It shall be the duty of the bailiff to serve such orders, summonses, petitions and notices as the court may require him to serve; to execute warrants and other process; to attend any sittings of the court if so required by the court (but not sittings in chambers); and to do and perform all such things as may be required of him by the court.

(2)

Nothing in this rule shall require any order, summons, petition, or notice to be served by a bailiff or officer of the court which is not specially by the Ordinance or rules required to be so served, unless the court in any particular proceeding by order specially so directs.

20.

Service

(1)

All notices, summonses, and other documents other than those of which personal service is required, may be sent by prepaid post letter to the last known address of the person to be served therewith; and the notice, summons, or document shall be considered as served at the time that the same ought to be delivered in the due course of post by the post office, and notwithstanding the same may be returned by the post office.

(2)

No service shall be deemed invalid by reason that the name, or any of the names other than the surname of the person to be served, has been omitted from the document containing the person’s name, provided that the court is satisfied that in other respects the service of the document has been sufficient.

20A.

Person giving notice, etc. to provide contact details

(1)

If a person gives a notice or sends a document in accordance with a provision of Part V or X of the Ordinance or of these rules, the notice or document must, as far as practicable—

(a)

clearly state the name and address of the person; or

(b)

if the person is represented by a solicitor or agent, clearly state the name of the person and the name and address of the solicitor or agent.

(2)

If a person supplies any information in accordance with a provision of Part V or X of the Ordinance or of these rules—

(a)

the name and address of the person must, as far as practicable, be provided together with the information; or

(b)

if the person is represented by a solicitor or agent, the name of the person and the name and address of the solicitor or agent must, as far as practicable, be provided together with the information.

(3)

The notice, document or information may, as far as practicable, contain—

(a)

other contact information relating to the person that the person considers appropriate; or

(b)

other contact information relating to the solicitor or agent that the solicitor or agent respectively considers appropriate.

(4)

Paragraphs (1), (2) and (3) do not apply if it is provided otherwise—

(a)

in any other provision of this Ordinance or a provision under any other Ordinance; or

(b)

in a form specified or prescribed under this Ordinance or any other Ordinance.

(14 of 2016 s. 124)

21.

Enforcement of orders

Every order of the court made in the exercise of the powers conferred by a relevant provision or by the rules may be enforced by the court as if it was a judgment or order of the court made in the exercise of its ordinary jurisdiction.

(28 of 2012 ss. 912 & 920)

Petition

22.

Form of petition

Every petition shall be in the Form 2 or 3 with such variations as circumstances may require. (See Forms 2 & 3)

(L.N. 178 of 1978; 28 of 2012 ss. 912 & 920)

22A.

Deposit by petitioner

(1)

Before presenting a petition the petitioner shall deposit with the Official Receiver the sum of $11,250 for the purpose of covering the fees and expenses to be incurred by the Official Receiver; and no petition shall be received unless the receipt of the Official Receiver for the deposit is produced to the Registrar.

(L.N. 245 of 1977; L.N. 139 of 1985; L.N. 95 of 1996; L.N. 170 of 1997; L.N. 175 of 2013)

(2)

After presenting a petition the petitioner shall deposit with the Official Receiver, for the purpose set out in paragraph (1), such further sum as the court may, on the application of the Official Receiver, from time to time direct.

(3)

The Official Receiver shall account for the money so deposited to the petitioner, or, if the company itself is the petitioner, to the liquidator of the company, and any money so deposited by a petitioner other than the company shall, except and so far as such money may be required by reason of insufficiency of assets for the payment of the fees of and expenses incurred by the Official Receiver, be repaid to the petitioner out of the proceeds of the assets of the company in the order of priority set out in rule 179(1).

(L.N. 50 of 1964)

23.

Presentation of petition

A petition shall be presented at the office of the Registrar, who shall appoint the time and place at which the petition is to be heard. Notice of the time and place appointed for hearing the petition shall be written on the petition and sealed copies thereof, and the Registrar may at any time before the petition has been advertised, alter the time appointed, and fix another time.

23A.

Copies of documents filed in proceedings to be served on Official Receiver and Chief Bailiff

Where a petitioner presents or files at court any document in connexion with any proceedings, he or his solicitor shall, within 24 hours of such presentation or filing, serve a copy of the document presented or filed on the Official Receiver and the Chief Bailiff.

(L.N. 245 of 1977; 46 of 2000 s. 40)

24.

Advertisement of petition

Every petition shall be advertised 7 clear days or such longer time as the court may direct before the hearing, as follows— (See Form 4)

(a)

in the case of a company whose registered office or if there shall be no such office, then whose principal or last known principal place of business is or was situate within Hong Kong once in the Gazette, and once at least in 2 Hong Kong daily newspapers, or in such other newspaper as the court directs;

(L.N. 201 of 1984)

(b)

in the case of any other company, once in the Gazette, and twice at least in one local newspaper circulating in the district where the local register is kept, or the principal or last known principal place of business, as the case may be, of such company is or was situate, or in such other newspaper as shall be directed by the court;

(c)

the advertisement shall state the day on which the petition was presented, and the name and address of the petitioner, and of his solicitor and shall contain a note at the foot thereof, stating that any person who intends to appear on the hearing of the petition, either to oppose or support, must send notice of his intention to the petitioner, or to his solicitor within the time and in the manner prescribed by rule 30, and an advertisement of a petition for the winding up of a company by the court which does not contain such a note shall be deemed irregular.

And if the petitioner or his solicitor does not within the time hereby prescribed or within such extended time as the Registrar may allow duly advertise the petition in the manner prescribed by this rule the appointment of the time and place at which the petition is to be heard shall be cancelled by the Registrar and the petition shall be removed from the file unless a judge or the Registrar shall otherwise direct.

25.

Service of petition

Every petition shall, unless presented by the company, be served upon the company at the registered office, if any, of the company, and if there is no registered office, then at the principal or last known principal place of business of the company, if any such can be found, by leaving a copy with any member, officer, or servant of the company there, or in case no such member, officer, or servant can be found there, then by leaving a copy at such registered office or principal place of business, or by serving it on such member, officer, or servant of the company as the court may direct; and where the company is being wound up voluntarily, the petition shall also be served upon the liquidator (if any), appointed for the purpose of winding up the affairs of the company. (See Forms 5 & 6)

26.

Verification of petition

Every petition for the winding up of a company by the court shall be verified by an affidavit referring thereto. Such affidavit shall be made by the petitioner, or by one of the petitioners, if more than one, or, in case the petition is presented by a corporation, by some director, company secretary, or other principal officer thereof, and shall be sworn after and filed within 4 days after the petition is presented, and such affidavit shall be sufficient prima facie evidence of the statements in the petition. (See Forms 7 & 8)

(L.N. 201 of 1984; 28 of 2012 ss. 912 & 920)

27.

Copy of petition to be furnished to creditor or contributory

Every contributory or creditor of the company shall be entitled to be furnished by the solicitor of the petitioner with a copy of the petition, within 24 hours after requiring same, upon payment of 75 cents per folio of 72 words for such copy, each figure being counted as a word.

(L.N. 50 of 1964)

27A.

Administration of small liquidations

(1)

Where after the presentation of a petition the court orders that winding up of a company shall be by way of summary procedure under section 227F of the Ordinance, the provisions of the Ordinance and these rules shall, subject to any special direction of the court, be modified in accordance with paragraphs (2) to (5).

(46 of 2000 s. 40)

(2)

On the making of the order the liquidator shall forthwith cause notice thereof to be published by the specified means, but there shall be no advertisement of any subsequent proceedings unless the court otherwise directs.

(46 of 2000 s. 40; 22 of 2023 s. 68)

(3)

The title of every document in the proceedings subsequent to the making of the order shall contain the words “Summary Case”.

(4)

(Repealed L.N. 139 of 1985)

(5)

Notices of meetings other than first meetings shall not be sent to creditors whose debts do not exceed $1,000, or to contributories.

(L.N. 139 of 1985)

(6)

(Repealed 46 of 2000 s. 40)

(L.N. 245 of 1977)

Provisional Liquidator

28.

Appointment of provisional liquidator

(1)

After the presentation of a petition, upon the application of a creditor, or of a contributory or of a petitioner, or of the company, and upon proof by affidavit of sufficient grounds for the appointment of a provisional liquidator, the court, if it thinks fit, and upon such terms as in the opinion of the court shall be just and necessary, may make the appointment.

(L.N. 376 of 1989)

(1A)

Before an order appointing a provisional liquidator is made, the applicant for the order shall deposit with the Official Receiver the sum of $3,500 towards the fees and expenses of the Official Receiver in connection with such appointment.

(L.N. 433 of 1993; L.N. 286 of 1997)

(2)

The order appointing the provisional liquidator shall bear the number of the petition, and shall state the nature and a short description of the property of which the provisional liquidator is ordered to take possession, and the duties to be performed by the provisional liquidator. (See Form 9)

(3)

Subject to any order of the court, if no order for the winding up of the company is made upon the petition, or if an order for the winding up of the company on the petition is rescinded, or if all proceedings on the petition are stayed the provisional liquidator shall be entitled to be paid, out of the property of the company, all the costs, charges, and expenses properly incurred by him as provisional liquidator, including such sum as is or would be payable under the scale of fees in force for the time being where the Official Receiver is appointed provisional liquidator, and may retain out of such property the amounts of such costs, charges, expenses, and fees.

(L.N. 201 of 1984)

(4)

Where any person other than the Official Receiver has been appointed provisional liquidator and the Official Receiver has taken any steps for the purpose of obtaining a statement of affairs or supplementary affidavit or has performed any other duty prescribed by these rules the provisional liquidator shall pay the Official Receiver such sum, if any, as the court directs.

(14 of 2016 s. 126)

Hearing of Petitions and Orders Made thereon

29.

Attendance before hearing to show compliance with rules

After a petition has been presented, the petitioner or his solicitor, shall, on a day to be appointed by the Registrar, attend before the Registrar and satisfy him that the petition has been duly advertised, that the prescribed affidavit verifying the statements therein and the affidavit of service (if any) have been duly filed, and that the provisions of the rules as to petitions for winding-up companies have been duly complied with by the petitioner. No order for the winding up of a company shall be made on the petition of any petitioner who has not, prior to the hearing of the petition, attended before the Registrar at the time appointed, and satisfied him in manner required by this rule.

30.

Notice by persons who intend to appear

Every person who intends to appear on the hearing of a petition shall serve on, or send by post to, the petitioner, or his solicitor, at the address stated in the advertisement of the petition, notice of his intention. The notice shall contain the address of such person, and shall be signed by him or his solicitor, and shall be served, or if sent by post shall be posted in such time as in ordinary course of post to reach the address not later than 6 o’clock in the afternoon of the day previous to the day appointed for the hearing of the petition, or if such day be a Monday, not later than one o’clock in the afternoon of the Saturday previous to such day. The notice shall be in Form 10 with such variations as circumstances may require. A person who has failed to comply with this rule shall not, without the special leave of the court, be allowed to appear on the hearing of the petition. (See Form 10)

31.

List of names and addresses of persons who appear on the petition

The petitioner, or his solicitor, shall prepare a list of the names and addresses of the persons who have given notice of their intention to appear on the hearing of the petition, and of their respective solicitors, which shall be in Form 11. On the day appointed for hearing the petition a fair copy of the list (or if no notice of intention to appear has been given a statement in writing to that effect) shall be handed by the petitioner, or his solicitor, to the court prior to the hearing of the petition. (See Form 11)

32.

Affidavits in opposition and reply

(1)

Affidavits in opposition to a petition that a company may be wound up by the court shall be filed within 7 days, or such longer time as the court may direct, of the date on which the affidavit verifying the petition is filed and notice of the filing of every affidavit in opposition to such a petition shall be given to the petitioner or his solicitor on the day on which the affidavit is filed.

(L.N. 201 of 1984)

(2)

An affidavit in reply to an affidavit filed in opposition to a petition shall be filed within 3 days of the date on which notice of such affidavit is received by the petitioner or his solicitor.

33.

Substitution of creditor or contributory for withdrawing petitioner

When a petitioner is not entitled to present a petition or whether so entitled or not, where he (a) fails to advertise his petition within the time by these rules prescribed or such extended time as the Registrar may allow or (b) consents to withdraw his petition, or to allow it to be dismissed, or the hearing adjourned, or fails to appear in support of his petition when it is called on in court on the day originally fixed for the hearing thereof, or on any day to which the hearing has been adjourned, or (c) if appearing, does not apply for an order in the terms of the prayer of his petition, the court may, upon such terms as it may think just, substitute as petitioner any creditor or contributory who in the opinion of the court would have a right to present a petition, and who is desirous of prosecuting the petition. An order to substitute a petitioner may, where a petitioner fails to advertise his petition within the time prescribed by these rules or consents to withdraw his petition, be made in chambers at any time.

Order to Wind Up a Company

(L.N. 178 of 1978; 28 of 2012 ss. 912 & 920)

34.

Notice that winding-up order has been pronounced to be given to Official Receiver

When an order for the winding up of a company, or for the appointment of a provisional liquidator prior to the making of an order for the winding up of the company, has been pronounced in court, the Registrar shall, on the same day, send to the Official Receiver a notice informing him that the order has been pronounced.

The notice may be in Forms 12 and 13 respectively, with such variations as circumstances may require. (See Forms 12 & 13)

35.

Drawing up and contents of winding-up order

(1)

It shall be the duty of the petitioner, or his solicitor, and of all other persons who have appeared on the hearing of the petition, at latest on the day following the day on which an order for the winding up of a company is pronounced in court, to leave with the Registrar a draft of the order and all other documents required for the purpose of enabling the Registrar to complete the order forthwith. It is not necessary for the Registrar to make an appointment to settle the order unless in any particular case the special circumstances make an appointment necessary. (See Form 14)

(L.N. 178 of 1978)

(2)

An order to wind up a company, or for the appointment of a provisional liquidator before the making of a winding-up order, must contain at its foot a notice stating that, as the Official Receiver, provisional liquidator or liquidator (

interviewer

) may require, it is the duty of a person who is or may be liable to make the statement of affairs of the company, or a supplementary affidavit in relation to that statement, to attend on the interviewer according to the day, time and place the interviewer appoints and to give the interviewer all information that the interviewer requires.

(14 of 2016 s. 127)

(28 of 2012 ss. 912 & 920)

36.

Transmission and advertisement of winding-up order

(1)

When an order that a company be wound up, or for the appointment of a provisional liquidator has been made—

(a)

3 copies of the order sealed with the seal of the court shall forthwith be sent by the Registrar to the Official Receiver;

(b)

the Official Receiver shall cause a sealed copy of the order to be served upon the company by prepaid letter addressed to it at the registered office of the company (if any), or if there is no registered office at its principal or last known principal place of business, or upon such other person or persons, and in such other manner as the court may direct, and if the order is that the company be wound up by the court, shall forward to the Registrar of Companies the copy of the order which by section 185 of the Ordinance is directed to be so forwarded by the company, or otherwise as may be prescribed; and

(22 of 2023 s. 69)

(c)

the Official Receiver shall forthwith cause notice of the order to be published by the specified means. (See Form 103(1))

(22 of 2023 s. 69)

(d)

(Repealed 22 of 2023 s. 69)

(2)

(Repealed L.N. 201 of 1984)

(3)

(Repealed 28 of 2012 ss. 912 & 920)

Special Manager

37.

Appointment of special manager

An application by the Official Receiver for the appointment of a special manager shall be supported by a report of the Official Receiver, which shall be placed on the file of proceedings. No affidavit by the Official Receiver in support of the application shall be required.

38.

Accounting by special manager

(1)

Every special manager shall lodge with the Official Receiver an account in relation to the total of his receipts and payments as special manager, and such account shall be certified to be correct by the special manager.

(2)

The Official Receiver may require any account referred to in paragraph (1) to be audited.

(L.N. 286 of 1997)

Statement of Affairs and Supplementary Affidavit

(14 of 2016 s. 128)

39.

Preparation of statement of affairs and supplementary affidavit

(1)

A statement of affairs must be in Form 23.

(2)

A statement of affairs must be made and submitted in duplicate, one copy of which must be verified by affidavit.

(3)

If the provisional liquidator or liquidator has, under section 190(2) of the Ordinance, required a person to make, submit and verify a statement of affairs, the provisional liquidator or liquidator must furnish the person with forms and instructions for the preparation of the statement.

(4)

A supplementary affidavit must be submitted together with a copy of that affidavit.

(5)

The provisional liquidator or liquidator must cause to be filed with the Registrar the following documents submitted to the provisional liquidator or liquidator—

(a)

the verified copy of a statement of affairs; and

(b)

the original of a supplementary affidavit.

(6)

The Official Receiver, provisional liquidator or liquidator may, for the purpose of investigating the company’s affairs, hold interviews from time to time with a person who is or may be liable to make the statement of affairs of the company or a supplementary affidavit in relation to that statement.

(7)

If a person is required by the Official Receiver, provisional liquidator or liquidator (

interviewer

) to attend interviews under paragraph (6), the person must attend on the interviewer according to the day, time and place the interviewer appoints and give the interviewer all information that the interviewer requires.

(14 of 2016 s. 129)

40.

Extension of time for submitting statement of affairs or supplementary affidavit

If a person requires an extension of time for submitting a statement of affairs or supplementary affidavit, the person may apply to the provisional liquidator or liquidator, who may, if thought fit, extend the time by written notice.

(14 of 2016 s. 130)

41.

Information subsequent to statement of affairs or supplementary affidavit

(14 of 2016 s. 131)

After a statement of affairs or supplementary affidavit has been submitted to the provisional liquidator or liquidator, it is the duty of each person who has made the statement or affidavit, if and when required, to attend on the Official Receiver, provisional liquidator or liquidator and answer all questions put to the person, and give all further information required of the person, by the Official Receiver, provisional liquidator or liquidator in relation to the statement or affidavit.

(46 of 2000 s. 40; 14 of 2016 s. 131)

42.

Default

Any default in complying with the requirements of section 190 of the Ordinance may be reported by the provisional liquidator or liquidator to the court.

(46 of 2000 s. 40; 14 of 2016 s. 132)

43.

(Repealed 14 of 2016 s. 133)

44.

Dispensing with statement of affairs or supplementary affidavit

(14 of 2016 s. 134)

(1)

Any application to dispense with the requirements of section 190 of the Ordinance shall be supported by a report of the provisional liquidator or liquidator showing the special circumstances which in his opinion render such a course desirable.

(46 of 2000 s. 40)

(2)

When the court has made an order dispensing with the requirements of the said section, it may give such consequential directions as it may see fit and in particular it may give directions as to the sending of any notices which are by these rules required to be sent to any person mentioned in the statement of affairs or a supplementary affidavit in relation to that statement.

(14 of 2016 s. 134)

Appointment of Liquidator and Committee of Inspection in a Winding Up by the Court

(14 of 2016 s. 135)

45.

Appointment of liquidator and committee of inspection on report of meetings of creditors and contributories

(14 of 2016 s. 136)

(1)

As soon as possible after the first meetings of creditors and contributories have been held the Official Receiver, or the chairman of the meeting, as the case may be, shall report the result of each meeting to the court. (See Form 24)

(2)

Subject to section 206 of the Ordinance, upon the result of the meetings of creditors and contributories being reported to the court, the court may, if the meeting of creditors and the meeting of contributories have each passed the same resolutions, or if the resolutions passed at the 2 meetings are identical in effect, upon the application of the provisional liquidator, forthwith make the appointments necessary for giving effect to such resolutions. In any other case the court shall, on the application of the provisional liquidator, fix a time and place for considering the resolutions and determinations (if any) of the meetings, deciding differences (if any), and making such order as shall be necessary.

(46 of 2000 s. 40; 14 of 2016 s. 136)

(3)

When a time and place have been fixed for the consideration of the resolutions and determinations of the meetings, such time and place shall be advertised by the provisional liquidator in such manner as the court shall direct, but so that the first or only advertisement shall be published not less than 7 days before the time so fixed.

(46 of 2000 s. 40)

(4)

Upon the consideration of the resolutions and determinations of the meetings the court shall hear the provisional liquidator and any creditor or contributory.

(46 of 2000 s. 40)

(4A)

For the purposes of appointing a person to be a liquidator, the Official Receiver may, if he considers desirable, require an affidavit as to the fitness of such person to be so appointed.

(L.N. 286 of 1997)

(5)

If a liquidator is appointed, a copy of the order appointing him shall be transmitted by him to the Official Receiver and the Official Receiver shall, as soon as the liquidator has given security, cause notice of the appointment to be published by the specified means. The expense of publishing the notice of the appointment shall be paid by the liquidator, but may be charged by him on the assets of the company. (See Forms 25 & 103(7))

(22 of 2023 s. 70)

(6)

Every appointment of a liquidator or committee of inspection shall be advertised by the liquidator, in such manner as the court directs, immediately after the appointment has been made and the liquidator has given the required security. (See Form 27)

(7)

If a liquidator in a winding up by the court shall die, or resign, or be removed, another liquidator may be appointed in his place in the same manner as in the case of a first appointment, and the Official Receiver shall, on the request of not less than one-tenth in value of the creditors or contributories summon meetings for the purpose of determining whether or not the vacancy shall be filled; but none of the provisions of this rule shall apply where the liquidator is released under section 205 of the Ordinance in which case the Official Receiver shall remain liquidator. (See Forms 103(8) & (9))

(8)

In paragraphs (4A), (5), (6) and (7)—

liquidator

(

清盤人

) does not include a provisional liquidator holding office by virtue of section 194(1)(a) or (aa) or (1A).

(14 of 2016 s. 136)

(Cross-heading repealed 28 of 2003 s. 123)

46.

(Repealed 28 of 2003 s. 124)

Security by Liquidator or Special Manager in a Winding Up by the Court

47.

Security to satisfaction of Official Receiver

In the case of a special manager or a liquidator other than the Official Receiver, the following provisions as to security shall have effect, namely— (See Form 26)

(a)

the security shall be given to such officers or persons, and in such manner as the Official Receiver may from time to time direct;

(b)

it shall not be necessary that security shall be given in each separate winding up; but security may be given either specially in a particular winding up, or generally, to be available for any winding up in which the person giving security may be appointed, either as liquidator or special manager;

(c)

the Official Receiver shall fix the amount and nature of such security, and may from time to time, as he thinks fit, either increase or diminish the amount of special or general security which any person has given;

(d)

the certificate of the Official Receiver that a liquidator or special manager has given security to his satisfaction shall be filed with the Registrar; (See Form 26)

(e)

the cost of furnishing the required security by a liquidator or special manager, including any premiums which he may pay to a guarantee society, shall be borne by him personally, and shall not be charged against the assets of the company as an expense incurred in the winding up.

48.

Failure to give or keep up security

(1)

If a liquidator or special manager fails to give the required security within the time stated for that purpose in the order appointing him, or any extension thereof, the Official Receiver shall report such failure to the court, who may thereupon rescind the order appointing the liquidator or special manager.

(2)

If a liquidator or special manager fails to keep up his security, the Official Receiver shall report such failure to the court, who may thereupon remove the liquidator or special manager, and make such order as to costs as the court shall think fit.

(3)

Where an order is made under this rule rescinding an order for the appointment of or removing a liquidator, the court may direct that another liquidator is to be appointed and thereupon the same meetings shall be summoned and the same proceedings may be taken as in the case of a first appointment of a liquidator.

Public Examination

49.

Report of liquidator to be filed

A report made by the Official Receiver or liquidator pursuant to section 191(2) of the Ordinance shall state, in a narrative form, the facts and matters which the Official Receiver or liquidator desires to bring to the notice of the court, and his opinion as required by the said section.

(46 of 2000 s. 40)

50.

Appointment of time for consideration of report

The Official Receiver or liquidator may apply to the court to fix a day for the consideration of the report, and on such application the court shall appoint a day on which the report shall be considered.

(46 of 2000 s. 40)

51.

Consideration of report

The consideration of the report shall be before a judge personally in chambers, and the party who made the further report shall, and the Official Receiver or the liquidator when he is not the party who made the further report may, personally, or by counsel or solicitor, attend the consideration of the report, and give the court any further information or explanation with reference to the matter stated in the report which the court may require.

(46 of 2000 s. 40)

51A.

Further report confidential if public examination ordered

(1)

If the court, after consideration of a further report made under section 191(2) of the Ordinance, makes an order under section 286A(1) of the Ordinance pursuant to paragraph (a) of that section, the further report is not open to inspection.

(2)

Despite paragraph (1)—

(a)

a person in respect of whom the order is made may apply to the court to see all or part of the further report; and

(b)

the court may allow the person, subject to any condition that it thinks fit, to see all or part of the further report if the person satisfies the court that it would be unfair to the person not to be allowed to see it.

(14 of 2016 s. 137)

51B.

Evidence in support of application for public examination

(1)

If an application for an order of the court under section 286A(1) of the Ordinance (

public examination order

) is made pursuant to paragraph (b) of that section—

(a)

evidence in support of the application may be in the form of a report to the court setting out the reasons why a public examination order is needed; and

(b)

a report under subparagraph (a) is not open to inspection.

(2)

Despite paragraph (1)(b)—

(a)

a person in respect of whom the application is made may (whether or not the application has been disposed of) apply to the court to see all or part of the report; and

(b)

the court may allow the person, subject to any condition that it thinks fit, to see all or part of the report if the person satisfies the court that it would be unfair to the person not to be allowed to see it.

(14 of 2016 s. 137)

52.

Order for public examination

An order under section 286A(1) of the Ordinance directing any person or persons to attend for public examination must be in Form 29. (See Form 29)

(14 of 2016 s. 138)

53.

Application for day for holding examination

Upon an order directing a person to attend for public examination being made, the Official Receiver or liquidator, as the case may be, shall apply for the appointment of a day on which the public examination is to be held.

(46 of 2000 s. 40)

54.

Appointment of day, time and place for public examination

(14 of 2016 s. 139)

A day, time and place shall be appointed for holding the public examination, and notice of the day, time and place so appointed shall be given by the Official Receiver or liquidator, as the case may be, to the person who is to be examined by sending such notice in a registered letter addressed to his usual or last known address. (See Forms 30 & 31)

(46 of 2000 s. 40; 14 of 2016 s. 139)

55.

Notice of public examination to creditors and contributories

(1)

The Official Receiver or liquidator, as the case may be, shall give notice of the day, time and place appointed for holding a public examination to the creditors and contributories by the specified means. (See Form 103(3))

(46 of 2000 s. 40; 14 of 2016 s. 140; 22 of 2023 s. 71)

(2)

(Repealed 22 of 2023 s. 71)

56.

Default in attending

(1)

If any person who has been directed by the court to attend for public examination fails to attend at the day, time and place appointed for holding or proceeding with the same, and no good cause is shown by him for such failure, or if before the day appointed for the examination the Official Receiver or liquidator satisfies the court that such person has absconded, or that there is reason for believing that he is about to abscond with the view of avoiding examination, it shall be lawful for the court, upon its being proved to the satisfaction of the court that notice of the order and of the day, time and place appointed for attendance at the public examination was duly served, without any further notice, to issue a warrant for the arrest of the person required to attend, or to make such other order as the court shall think just. (See Form 38)

(46 of 2000 s. 40; 14 of 2016 s. 141)

(2)

A warrant of arrest issued by the court under this rule shall be issued in the Registry of the High Court pursuant to an order of the court directing such issue. (See Form 38A)

(25 of 1998 s. 2)

57.

Notes of examination to be filed

The notes of every public examination shall, after being signed as required by section 286A(9) of the Ordinance, be filed with the Registrar. (See Forms 34 & 35)

(14 of 2016 s. 142)

57A.

Application of certain rules where report is made under section 168IA of Ordinance

Where a report under section 168IA of the Ordinance is made to the court by the Official Receiver, rules 49, 50, 51, 51B, 52, 53, 54, 56 and 57 apply, with the necessary modifications, to and in relation to the proceedings arising from the report.

(46 of 2000 s. 40; 14 of 2016 s. 143)

Proceedings by or against Directors, Promoters, and Officers

58.

Application by or against delinquent directors, officers and promoters

(1)

An application under any of the following provisions—

(28 of 2012 ss. 912 & 920)

(a)

section 276 of the Ordinance;

(b)

section 275(1), (2) or (4) of the Ordinance;

(c)

section 168I of the Ordinance, where such application relates to a company in course of being wound up by the court;

(L.N. 201 of 1984; 46 of 2000 s. 40)

(d)

section 904(1) of the Companies Ordinance (Cap. 622),

(28 of 2012 ss. 912 & 920)

shall be made by a summons returnable in the first instance in chambers, in which summons shall be stated the nature of the declaration or order for which application is made, and the grounds of the application, and which summons, unless otherwise ordered by the court, shall be served, in the manner in which an originating summons is required by the Rules of the High Court (Cap. 4 sub. leg. A) to be served, on every person against whom an order is sought, not less than 8 days before the day named in the summons for hearing the application. Where the application is made by the Official Receiver or liquidator he may make a report to the court stating any facts and information on which he proceeds which are verified by affidavit, or derived from sworn evidence in the proceedings. Where the application is made by any other person it shall be supported by affidavit to be filed by him.

(25 of 1998 s. 2; E.R. 1 of 2014)

A copy of every report and affidavit intended to be used in support of the summons shall be served on every person against whom an order is sought not less than 4 days before the hearing of the summons.

(2)

On the return of the summons the court may give such directions as it shall think fit as to the taking of evidence wholly or in part by affidavit or orally, and the cross-examination either before a judge on the hearing in court or in chambers of any deponents to affidavits in support of or in opposition to the application and as to any report it may require the Official Receiver or liquidator to make and generally as to the procedure on the summons and for the hearing thereof.

58A.

Application for order under section 286B of Ordinance

(1)

An application for an order of the court under section 286B of the Ordinance (

section 286B order

) in respect of a person must—

(a)

be in writing;

(b)

sufficiently identify the person; and

(c)

state as the purpose of the application what the person is to be ordered to do.

(2)

For paragraph (1)(c), the purpose of the application must be stated as one or more of the following—

(a)

that the person is to attend before the court;

(b)

that the person is to be examined under section 286C of the Ordinance;

(c)

that the person is to submit an affidavit;

(d)

that the person is to produce books and papers.

(3)

If the purpose of the application includes a purpose specified in paragraph (2)(b), (c) or (d), the application must also specify—

(a)

for a purpose specified in paragraph (2)(b)—

(i)

the particulars of the matters in respect of which the person is required to be examined; and

(ii)

whether the person is to be examined by word of mouth or on written interrogatories;

(b)

for a purpose specified in paragraph (2)(c), the particulars of the matters to which the person is required to swear; and

(c)

for a purpose specified in paragraph (2)(d), the items of books and papers required to be produced.

(4)

If an application for a section 286B order is made—

(a)

evidence in support of the application may be in the form of a report to the court setting out the reasons why a section 286B order is needed; and

(b)

a report under subparagraph (a) is not open to inspection.

(5)

Despite paragraph (4)(b)—

(a)

a person in respect of whom the application is made may (whether or not the application has been disposed of) apply to the court to see all or part of the report; and

(b)

the court may allow the person, subject to any condition that it thinks fit, to see all or part of the report if the person satisfies the court that it would be unfair to the person not to be allowed to see it.

(14 of 2016 s. 144)

58B.

Order under section 286B of Ordinance and notice for attendance

(1)

An order made under section 286B(1) of the Ordinance must be in Form 38B.

(2)

If an order is made under section 286B(1) of the Ordinance to require a person to attend before the court and be examined under section 286C of the Ordinance, the Official Receiver, provisional liquidator or liquidator who applied for the order must give notice of the day, time and place appointed for the person to attend before the court.

(3)

A notice under paragraph (2) must be—

(a)

in Form 38C; and

(b)

sent in a registered letter addressed to the usual or last known address of the person.

(14 of 2016 s. 144)

59.

Use of depositions taken at public examinations

Where in the course of the proceedings in a winding up by the court an order has been made for the public examination of persons named in the order pursuant to section 286A of the Ordinance, then in any proceedings subsequently instituted under any of the provisions of the Ordinance or the Companies Ordinance (Cap. 622) mentioned in rule 58(1), the signed notes of the examination of each person who was examined under the order shall, subject as hereinafter mentioned, and to any order or directions of the court as to the manner and extent in and to which the notes shall be used, and subject to all just exceptions to the admissibility in evidence against any particular person or persons of any of the statements contained in the notes of the examinations, be admissible in evidence against any of the persons against whom the application is made, who, under section 286A of the Ordinance, and the order for the public examination, was or had the opportunity of being present at and taking part in the examination:

(28 of 2012 ss. 912 & 920; 14 of 2016 s. 145)

Provided that before any such notes of a public examination shall be used on any such application, the person intending to use the same shall, not less than 15 days before the day appointed for hearing the application, give notice of such intention to each person against whom it is intended to use such notes, or any of them, specifying the notes or parts of the notes which it is intended to read against him, and furnish him with copies of such notes, or parts of notes (except notes of the person’s own depositions), and provided also that every person against whom the application is made shall be at liberty to cross-examine or re-examine (as the case may be) any person the notes of whose examination are read, in all respects as if such person had made an affidavit on the application.

Witnesses and Depositions

60.

Appointment and remuneration of shorthand writers

(1)

The court may at any time in any proceedings, if it considers that it would be desirable so to do, appoint a person (in these rules called a shorthand writer) to take down, in shorthand or otherwise, the evidence of any witness examined at any public or private sitting, examination or meeting under the Ordinance.

(2)

A shorthand writer (if any) attached to the Official Receiver’s office shall be deemed to be duly appointed under paragraph (1), and it shall not be necessary to make any application to make such an appointment, and a general declaration by such shorthand writer adapted from Form 33 shall be deemed to apply to all proceedings in which notes are taken by him of any such evidence. (See Form 33)

(3)

Any document purporting—

(a)

to be a transcript of the notes taken by a shorthand writer appointed under paragraph (1) or by a shorthand writer attached to the Official Receiver’s office; and

(b)

to be signed by such shorthand writer,

shall until the contrary is proved be sufficient evidence that the questions and answers therein set forth were so put and answered respectively.

(4)

Every person appointed to be a shorthand writer under this rule shall be paid a sum not exceeding $150 or otherwise as the court directs for each hour or part thereof during which he is engaged in such appointment or in the preparation of any transcript of the evidence that may be required.

(L.N. 139 of 1985)

(5)

The fees of a shorthand writer shall be paid by the party at whose instance the appointment was made, or out of the assets of the company, as may be directed by the court.

(6)

If the person appointed to be the shorthand writer under this rule is a public servant the fees payable under paragraph (4) shall be paid forthwith by the person responsible for such fees to the Official Receiver for payment into the Treasury.

(L.N. 245 of 1977)

61.

Committal of contumacious witness

(1)

If a person examined before a Registrar or other officer of the court who has no power to commit for contempt of court, refuses to answer to the satisfaction of the Registrar or officer any question which he may allow to be put, the Registrar or officer shall report such refusal to a judge, and upon report being made the person in default shall be in the same position, and be dealt with in the same manner as if he had made default in answering before the judge. (See Form 36)

(2)

The report shall be in writing, but without affidavit and shall set forth the question put, and the answer (if any) given by the person examined.

(3)

The Registrar or other officer shall, before the conclusion of the examination at which the default in answering is made, name the time when and the place where the default will be reported to a judge, and upon receiving the report a judge may take such action thereon as he shall think fit. If a judge is sitting at the time when the default in answering is made, such default may be reported immediately.

62.

Depositions at private examinations

(1)

The Official Receiver, provisional liquidator or liquidator may attend in person, or by counsel or by solicitors employed for the purpose, any examination of a witness under section 286C of the Ordinance, whether or not the examination was ordered on the application of the Official Receiver, provisional liquidator or liquidator, and may take notes of the examination for his own use, and put such question to the persons examined as the court may allow.

(46 of 2000 s. 40)

(2)

The notes of the depositions of a person examined under section 286C of the Ordinance, or under any order of the court before the court, or before any officer of the court, or person appointed to take such an examination (other than the notes of the depositions of a person examined at a public examination under section 286A of the Ordinance) shall not be filed, or be open to the inspection of any creditor, contributory, or other person, except the Official Receiver or liquidator, or any provisional liquidator other than the Official Receiver, while he is acting as provisional liquidator, unless and until the court shall so direct, and the court may from time to time give such general or special directions as it shall think expedient as to the custody and inspection of such notes and the furnishing of copies of or extracts therefrom.

(14 of 2016 s. 146)

Disclaimer

63.

Disclaimer

(1)

Any application for leave to disclaim any part of the property of a company pursuant to section 268(1) of the Ordinance shall be by ex parte summons. Such summons shall be supported by an affidavit showing who are the parties interested and what their interests are. On the hearing of the summons the court shall give such directions as it sees fit and in particular directions as to the notices to be given to the parties interested or any of them and the court may adjourn the application to enable any such party to attend. (See Forms 39 & 40)

(2)

Where a liquidator disclaims a leasehold interest he shall forthwith file the disclaimer at the office of the Registrar and, when the property is situate in Hong Kong, register a notice thereof in the Land Registry. The disclaimer shall contain particulars of the interest disclaimed and a statement of the persons to whom notice of the disclaimer has been given. Until the disclaimer is filed by the liquidator and, when the property is situate in Hong Kong, a notice thereof is registered in the Land Registry the disclaimer shall be inoperative. A disclaimer shall be in the Form 39 and a notice of disclaimer in the Form 40 with such variations as circumstances may require.

(L.N. 201 of 1984; 8 of 1993 s. 30; 14 of 2016 s. 147)

(3)

Where any person claims to be interested in any part of the property of a company which the liquidator wishes to disclaim he shall at the request of the liquidator furnish a statement of the interest so claimed by him.

Vesting of Disclaimed Property

64.

Vesting of disclaimed property

(1)

Any application under subsection (6) of section 268 of the Ordinance for an order for the vesting of any disclaimed property in or the delivery of any such property to any persons shall be supported by the affidavit filed on the application for leave to disclaim such property.

(2)

Where such an application as aforesaid relates to disclaimed property of a leasehold nature and it appears that there is any under-lessee of such property or person entitled to a mortgage or charge in respect thereof, the court may direct that notice shall be given to such under-lessee or person so entitled that, if he does not elect to accept and apply for such a vesting order as aforesaid upon the terms required by the above-mentioned subsection and imposed by the court within a time to be fixed by the court and stated in the notice, he will be excluded from all interest in and security upon the property and the court may adjourn the application for such notice to be given and for such under-lessee or person so entitled to be added as a party to and served with the application and, if he sees fit, to make such election and application as is mentioned in the notice. If at the expiration of the time so fixed by the court such under-lessee or person so entitled fails to make such election and application, the court may make an order vesting the property in the applicant and excluding such under-lessee or person so entitled from all interest in or security upon the property.

(L.N. 201 of 1984)

Arrangements with Creditors and Contributories in a Winding Up by the Court

65.

Report by Official Receiver on arrangements and compromises

In a winding up by the court, if application is made to the court to sanction any compromises or arrangement, the court may, before giving its sanction thereto, hear a report by the Official Receiver as to the terms of the scheme, and as to the conduct of the directors and other officers of the company, and as to any other matters which, in the opinion of the Official Receiver, ought to be brought to the attention of the court. The report shall not be placed upon the file, unless and until the court shall direct it to be filed.

Collection and Distribution of Assets in a Winding Up by the Court

66.

Collection and distribution of company’s assets by liquidator

(1)

The duties imposed on the court by section 210(1) of the Ordinance, in a winding up by the court with regard to the collection of the assets of the company and the application of the assets in discharge of the company’s liabilities, shall be discharged by the liquidator as an officer of the court subject to the control of the court.

(2)

For the purpose of the discharge by the liquidator of the duties imposed by section 210(1) of the Ordinance, and paragraph (1) of this rule, the liquidator in a winding up by the court shall for the purpose of acquiring or retaining possession of the property of the company, be in the same position as if he were a receiver of the property appointed by the court, and the court may, on his application, enforce such acquisition or retention accordingly.

67.

Power of liquidator to require delivery of property

The powers conferred on the court by section 211 of the Ordinance shall be exercised by the liquidator. Any contributory for the time being on the list of contributories, trustee, receiver, banker or agent or officer of a company which is being wound up under order of the court shall, on notice from the liquidator and within such time as he shall by notice in writing require, pay, deliver, convey, surrender or transfer to or into the hands of the liquidator any sum of money or balance, books, papers, estate or effects which happen to be in his hands for the time being and to which the company is prima facie entitled. (See Form 41)

List of Contributories in a Winding Up by the Court

67A.

Interpretation of rules 67A to 73

In this rule and rules 68, 69, 70, 71, 72 and 73—

notice of provisional list of contributories

(

分擔人臨時列表通知

) means a notice required by rule 69(1)(b) to be served on a person included in a provisional list of contributories made under rule 69(1)(a);

notice to contributory

(

致分擔人通知

) means a notice required by rule 71(1) to be served on a person included in a list of contributories finally settled under rule 70;

notice to objector

(

致反對人通知

) means a notice of the liquidator’s determination of an objection as required by rule 69(7)(b);

objection

(

反對

), in relation to a notice of provisional list of contributories served on a person, means an objection by the person under rule 69(6);

objection period

(

反對期

), in relation to a notice of provisional list of contributories served on a person, means the period of 21 days from the date of service of the notice on the person, as referred to in rule 69(6).

(14 of 2016 s. 148)

68.

Liquidator to settle list of contributories

(1)

The duties imposed on the court by section 210(1) of the Ordinance with regard to the settlement of the list of contributories of a company are to be performed by the liquidator as an officer of the court subject to the control of the court.

(2)

Unless the court dispenses with the settlement of a list of contributories, the liquidator must, with all convenient speed after the liquidator’s appointment, settle the list of contributories of the company.

(3)

The list of contributories must—

(a)

contain a statement of—

(i)

the address of each contributory;

(ii)

the number of shares, or extent of interest, to be attributed to each contributory; and

(iii)

the amount called up, and the amount paid up, in respect of such shares or interest; and

(b)

distinguish the different classes of contributories.

(4)

In the list of contributories, the liquidator must, as far as practicable, distinguish between—

(a)

persons who are contributories in their own right; and

(b)

persons who are contributories as being representatives of, or liable for the debts of, others.

(14 of 2016 s. 149)

69.

Provisional list of contributories and objection by person included in the list

(1)

For the purposes of settling the list of contributories of a company as required by rule 68, the liquidator must—

(a)

make a provisional list of contributories; and

(b)

as soon as reasonably practicable after making the provisional list, serve a notice on each person included in the provisional list.

(2)

The provisional list of contributories must be in Form 42.

(3)

A notice of provisional list of contributories must—

(a)

notify the person on whom the notice is served that the person is included in the provisional list of contributories of the company;

(b)

state—

(i)

in what character, and for what number of shares or extent of interest, the person is included in the provisional list; and

(ii)

what amount has been called up, and what amount has been paid up, in respect of such shares or interest;

(c)

inform the person that—

(i)

the liquidator will settle the list of contributories of the company based on the provisional list;

(ii)

the person will be included in the settled list unless, on considering an objection or otherwise, the liquidator decides to exclude the person from the list when settling it; and

(iii)

in relation to any shares or interest not fully paid up, the inclusion of the person in the settled list may result in the unpaid capital being called; and

(d)

inform the person of the effect of paragraph (6).

(4)

In addition, a notice of provisional list of contributories must be in Form 43.

(5)

An affidavit in Form 44 is, unless the contrary is proved, sufficient evidence that a notice of provisional list of contributories has been served on each of the persons included in the provisional list of contributories.

(6)

If a person on whom a notice of provisional list of contributories is served objects to the inclusion of the person in the settled list of contributories, the person may inform the liquidator of the objection in writing within 21 days from the date of service of the notice on the person.

(7)

On receiving an objection from a person, the liquidator must—

(a)

determine the objection; and

(b)

give notice of the determination to the person—

(i)

within 14 days from the date of receipt of the objection; or

(ii)

within any further period allowed by the court.

(14 of 2016 s. 149)

70.

Settlement of list of contributories

(1)

Subject to paragraph (2), after a provisional list of contributories of a company has been made under rule 69, the liquidator must finally settle the list of contributories of the company.

(2)

The liquidator may finally settle the list of contributories only if—

(a)

all notices of provisional list of contributories have been served; and

(b)

for each of the notices—

(i)

no objection to the notice has been received by the liquidator within the objection period; or

(ii)

if an objection to the notice has been received by the liquidator within the objection period—the liquidator has determined the objection and given the notice to objector.

(3)

The list of contributories must be finally settled by a certificate in Form 45, and the list, when so settled, is the list of contributories of the company.

(14 of 2016 s. 149)

71.

Notice to contributory

(1)

After the list of contributories of a company has been finally settled under rule 70, the liquidator must immediately serve a notice on each person included in the list.

(2)

A notice to contributory must—

(a)

notify the person on whom the notice is served that—

(i)

the liquidator has finally settled the list of contributories of the company; and

(ii)

the person is included in the list;

(b)

state—

(i)

in what character, and for what number of shares or extent of interest, the person is included in the list; and

(ii)

what amount has been called up, and what amount has been paid up, in respect of such shares or interest; and

(c)

inform the person that any application for excluding the person from the list, or for a variation of the list, must be made to the court by summons—

(i)

within 21 days from the date of service of the notice on the person; or

(ii)

within any further period as the court may extend or allow under rule 72(1).

(3)

In addition, a notice to contributory must be in Form 46.

(4)

An affidavit in Form 48 is, unless the contrary is proved, sufficient evidence that a notice to contributory has been served on each of the persons included in the list of contributories.

(14 of 2016 s. 149)

72.

Application to the court to vary the list

(1)

Subject to the power of the court to extend the time or to allow an application to be made notwithstanding the expiration of the time limited for that purpose, no application to the court by any person included in the list of contributories as finally settled by the liquidator for excluding the person from the list, or for a variation of the list, is to be entertained after the expiry of 21 days from the date of service of a notice to contributory on the person. (See Form 49)

(14 of 2016 s. 150)

(2)

The Official Receiver shall not in any case be personally liable to pay any costs of or in relation to an application to set aside or vary his act or decision settling the name of a person on the list of contributories of a company.

73.

Variation of or addition to list of contributories

The liquidator may from time to time vary or add to the list of contributories, but any such variation or addition shall be made in the same manner in all respects as the settlement of the original list. (See Form 47)

Calls

74.

Calls by liquidator

The powers and duties of the court in relation to making calls upon contributories conferred by section 213 of the Ordinance, shall and may be exercised, in a winding up by the court, by the liquidator as an officer of the court subject to the proviso to section 226 of the Ordinance, and to the following regulations—

(14 of 2016 s. 151)

(a)

where the liquidator desires to make any call on the contributories, or any of them for any purpose authorized by the Ordinance, if there is a committee of inspection he may summon a meeting of such committee for the purpose of obtaining their sanction to the intended call; (See Form 50)

(b)

the notice of the meeting shall be sent to each member of the committee of inspection in sufficient time to reach him not less than 7 days before the day appointed for holding the meeting, or such longer time as the court may appoint, and shall contain a statement of the proposed amount of the call, and the purpose for which it is intended. Notice of the intended call and the intended meeting of the committee of inspection shall also be published by the specified means. The notice shall state the time and place of the intended meeting of the committee of inspection, and that each contributory may either attend the said meeting and be heard, or make any communication in writing to the liquidator or members of the committee of inspection to be laid before the meeting, in reference to the said intended call; (See Form 51)

(22 of 2023 s. 72)

(c)

at the meeting of the committee of inspection any statements or representations made either to the meeting personally or addressed in writing to the liquidator or members of the committee by any contributory shall be considered before the intended call is sanctioned;

(d)

the sanction of the committee shall be given by resolution, which shall be passed by a majority of the members present; (See Form 52)

(e)

where there is no committee of inspection, the liquidator shall not make a call without obtaining the leave of the court.

75.

Application to the court for leave to make a call

In a winding up by the court an application to the court for leave to make any call on the contributories of a company, or any of them, for any purpose authorized by the Ordinance, shall be made by summons stating the proposed amount of such call, which summons shall be served 4 clear days at the least before the day appointed for making the call on every contributory proposed to be included in such call or such longer time as the court may appoint; or if the court so directs, notice of such intended call may be given by advertisement, without a separate notice to each contributory. (See Forms 54 to 57)

76.

Document making the call

When the liquidator is authorized by resolution or order to make a call on the contributories he shall file with the Registrar a document in the Form 58 with such variations as circumstances may require making the call. (See Form 58)

77.

Service of notice of a call

When a call has been made by the liquidator in a winding up by the court, a copy of the resolution of the committee of inspection or order of the court (if any), as the case may be, shall forthwith after the call has been made be served upon each of the contributories included in such call, together with a notice from the liquidator specifying the amount or balance due from such contributory in respect of such call, but such resolution or order need not be advertised unless for any special reason the court so directs. (See Forms 52, 53, 57 & 59)

78.

Enforcement of call

The payment of the amount due from each contributory on a call may be enforced by order of the court, to be made in chambers on summons by the liquidator. (See Forms 60, 61 & 62)

Proofs

79.

Proof of debt

In a winding up by the court every creditor shall prove his debt, unless a judge in any particular winding up shall give directions that any creditors or class of creditors shall be admitted without proof.

80.

Mode of proof

A debt may be proved in any winding up by delivering or sending a proof of debt in the prescribed form and accompanied by the prescribed fee as the case may require—

(22 of 2023 s. 21)

(a)

in a winding up by the court, to the Official Receiver or, if a liquidator has been appointed, to the liquidator; or

(b)

in any other winding up, to the liquidator. (See Form 63A)

(L.N. 225 of 1992)

81.

Verification of proof

A proof of debt may be made by the creditor himself or by a person authorized by or on behalf of the creditor and having knowledge of the facts.

(L.N. 225 of 1992)

82.

Contents of proof

(1)

The creditor or the person authorized by or on behalf of the creditor shall declare in the proof of debt—

(a)

the creditor’s name and address;

(b)

the total amount of his claim as at the date of the winding up order;

(c)

whether or not that amount includes outstanding uncapitalised interest;

(d)

particulars of how and when the debt was incurred by the debtor;

(e)

particulars of any security held, the date when it was given and the value which the creditor puts upon it; and

(f)

the name and the authority of the person signing the proof (if other than the creditor himself) and means of knowledge of the facts.

(2)

There shall be specified in the proof any documents by reference to which the debt can be substantiated and such documents or a copy of such documents shall be submitted together with the proof.

(3)

The Official Receiver or the liquidator to whom the proof is sent may call for any document, which has not already been submitted, or other evidence to be produced to him, where he thinks it necessary for the purpose of substantiating the whole or any part of the claim made in the proof.

(L.N. 225 of 1992)

83.

Claim established by affidavit

(1)

The Official Receiver or the liquidator, as the case may be, may, if he thinks it necessary, require a claim of debt to be verified by affidavit in the prescribed form notwithstanding that a proof of debt has already been lodged. (See Form 63B)

(2)

The affidavit may, in a winding up by the court, be sworn before the Official Receiver, an assistant official receiver or any person authorized to administer oaths or take statutory declarations.

(L.N. 225 of 1992)

84.

Surrender of security

If it is found at any time that the proof made by or on behalf of a secured creditor has omitted to state that he is a secured creditor, the secured creditor shall surrender his security to the Official Receiver or, where a liquidator has been appointed, to the liquidator, for the general benefit of the creditors unless the court on application is satisfied that the omission has arisen from inadvertence in which case the court may allow the proof to be amended upon such terms as to the repayment of any dividends or otherwise as the court may consider just.

(L.N. 225 of 1992)

85.

Costs of proof

A creditor shall bear the cost of proving his debt unless the court otherwise orders.

86.

Discount

A creditor proving his debt shall deduct therefrom (a) all trade discounts, and (b) any discount, which he may have agreed to allow for payment in cash, in excess of 5 per cent on the net amount of his claim.

87.

Periodical payments

When any rent or other payment falls due at stated periods, and the order or resolution to wind up is made at any time other than one of those periods, the persons entitled to the rent or payment may prove for a proportionate part thereof up to the date of the winding-up order or resolution as if the rent or payment grew due from day to day:

(E.R. 6 of 2020)

Provided that where the liquidator remains in occupation of premises demised to a company which is being wound up, nothing herein contained shall prejudice or affect the right of the landlord of such premises to claim payment by the company, or the liquidator, of rent during the period of the company’s or the liquidator’s occupation.

88.

Interest

(1)

On any debt or sum certain, payable at a certain time or otherwise, whereon interest is not reserved or agreed for, and which is overdue at the appropriate date, the creditor may prove for interest at a rate not exceeding the rate specified in section 49 of the High Court Ordinance (Cap. 4) to that date from the time when the debt or sum was payable, if the debt or sum is payable by virtue of a written instrument at a certain time, and if payable otherwise, then from the time when a demand in writing has been made, giving notice that interest will be claimed from the date of the demand until the time of payment.

(L.N. 286 of 1997; 25 of 1998 s. 2)

(2)

The appropriate date referred to in paragraph (1) is—

(a)

in the case of a voluntary winding up, the date of the commencement of the winding up;

(b)

in the case of a winding up by the court—

(i)

where the company has by special resolution resolved that the company be wound up by the court, the date of the resolution; and

(ii)

in any other case, the date of the winding-up order.

(L.N. 286 of 1997)

89.

Proof for debt payable at a future time

A creditor may prove for a debt not payable at the date of the winding-up order or resolution, as if it were payable presently, and may receive dividends equally with the other creditors, deducting only thereout a rebate of interest at the rate of 8 per cent per annum computed from the declaration of a dividend to the time when the debt would have become payable according to the terms on which it was contracted.

90.

Workmen’s wages

In any case in which it appears that there are numerous claims for wages by workmen and others employed by the company, it shall be sufficient if one proof for all such claims is made either by a foreman or by some other person on behalf of all such creditors. Such proof shall have annexed thereto as forming part thereof, a schedule setting forth the names of the workmen and others, and the amounts severally due to them. Any proof made in compliance with this rule shall have the same effect as if separate proofs had been made by each of the said workmen and others. (See Form 64)

91.

Production of bills of exchange and promissory notes

Where a creditor seeks to prove in respect of a bill of exchange, promissory note, or other negotiable instrument or security on which the company is liable, such bill of exchange, note, instrument, or security must, subject to any special order of the court made to the contrary, be produced to the Official Receiver, chairman of a meeting or liquidator, as the case may be, and be marked by him before the proof can be admitted either for voting or for any purpose.

92.

Transmission of proofs to liquidator

Where a liquidator is appointed in a winding up by the court, all proofs of debts that have been received by the Official Receiver shall be handed over to the liquidator, but the Official Receiver shall first make a list of such proofs, and take a receipt thereon from the liquidator for such proofs.

Admission and Rejection of Proofs and Preferential Claims, and Appeal to the Court

93.

Notice to creditors to prove

(1)

Subject to the provisions of the Ordinance, and unless otherwise ordered by the court, the liquidator in any winding up may from time to time fix a certain day, which shall be not less than 14 days from the date of the notice, on or before which the creditors of the company are to prove their debts or claims, and to establish any title they may have to priority under section 265 of the Ordinance or to be excluded from the benefit of the distribution made next after that date and from the benefit of any previous distribution or as the case may be from objecting to such distribution, and the liquidator shall give notice in writing of the day so fixed by the specified means, and in a winding up by the court to every person mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as a creditor, and who has not proved his debt, and to every person mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as a preferential creditor whose claim to be a preferential creditor has not been established and is not admitted, and in any other winding up to the last known address or place of abode of each person who, to the knowledge of the liquidator, claims to be a creditor or preferential creditor of the company and whose claim has not been admitted.

(L.N. 376 of 1989; 14 of 2016 s. 152; 22 of 2023 s. 73)

(2)

All the rules hereinafter set out as to admission and rejection of proofs shall apply with the necessary variation to any such claim to priority as aforesaid.

94.

Examination of proof

The liquidator shall examine every proof of debt lodged with him, and the grounds of the debt, and in writing admit or reject it, in whole or in part, or require further evidence in support of it. If he rejects a proof he shall state in writing to the creditor the grounds of the rejection. (See Form 65)

95.

Appeal by creditor

If a creditor or contributory is dissatisfied with the decision of the liquidator in respect of a proof, the court may, on the application of the creditor or contributory, reverse or vary the decision; but, subject to the power of the court to extend the time, no application to reverse or vary the decision of the liquidator in a winding up by the court rejecting a proof sent to him by a creditor, or person claiming to be a creditor, shall be entertained, unless notice of the application is given before the expiration of 21 days from the date of the service of the notice of rejection.

96.

Expunging at instance of liquidator

If the liquidator thinks that a proof has been improperly admitted, the court may, on the application of the liquidator, after notice to the creditor who made the proof, expunge the proof or reduce its amount.

97.

Expunging at instance of creditor

The court may also expunge or reduce a proof upon the application of a creditor or contributory if the liquidator declines to interfere in the matter.

98.

Oaths

For the purpose of any of his duties in relation to proofs, the liquidator, in a winding up by the court, may administer oaths and take affidavits.

99.

Provisional liquidator’s powers

In a winding up by the court the provisional liquidator, before the appointment of a liquidator, shall have all the powers of a liquidator with respect to the examination, admission, and rejection of proofs, and any act or decision of his in relation thereto shall be subject to the like appeal.

(46 of 2000 s. 40)

100.

Filing proofs by Official Receiver

In a winding up by the court the Official Receiver, where no other liquidator is appointed, shall, before payment of a dividend, file all proofs tendered in the winding-up, with a list thereof, distinguishing in such list the proofs which were wholly or partly admitted, and the proofs which were wholly or partly rejected.

101.

Proofs to be filed

Every liquidator in a winding up by the court other than the Official Receiver shall on the first day of every month, forward to the Registrar for filing a certified list of all proofs, if any, received by him during the month next preceding, distinguishing in such lists the proofs admitted, those rejected, and such as stand over for further consideration; and, in the case of proofs admitted or rejected, he shall cause the proofs to be filed with the Registrar. (See Form 66)

102.

Procedure where creditor appeals

The liquidator in a winding up by the court, including the Official Receiver when he is liquidator, shall, within 3 days after receiving notice from a creditor of his intention to appeal against a decision rejecting a proof, file such proof with the Registrar, with a memorandum thereon of his disallowance thereof.

103.

Time for dealing with proofs by Official Receiver

Subject to the power of the court to extend the time in a winding up by the court, the Official Receiver as liquidator, not later than 14 days from the latest date specified in the notice of his intention to declare a dividend as the time within which such proofs must be lodged, shall in writing either admit or reject wholly, or in part, every proof lodged with him, or require further evidence in support of it.

104.

Time for dealing with proofs by liquidator

Subject to the power of the court to extend the time, the liquidator in a winding up by the court, other than the Official Receiver, within 28 days after receiving a proof, which has not previously been dealt with, shall in writing either admit or reject it wholly or in part, or require further evidence in support of it:

Provided that where the liquidator has given notice of his intention to declare a dividend, he shall within 14 days after the date mentioned in the notice as the latest date up to which proofs must be lodged, examine, and in writing admit or reject, or require further evidence in support of, every proof which has not been already dealt with, and shall give notice of his decision, rejecting a proof wholly or in part, to the creditors affected thereby. Where a creditor’s proof has been admitted the notice of dividend shall be a sufficient notification of the admission.

105.

Cost of appeals from decisions as to proofs

The Official Receiver shall in no case be personally liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part.

General Meetings of Creditors and Contributories in relation to a Winding Up by the Court

106.

First meetings of creditors and contributories

Unless the court otherwise directs, the meetings of creditors and contributories under section 194 of the Ordinance (hereinafter referred to as the first meetings of creditors and contributories) shall be held within 3 months after the date of the winding-up order. The dates of such meetings shall be fixed and they shall be summoned by the provisional liquidator.

(L.N. 139 of 1985)

(46 of 2000 s. 40)

107.

Notice of first meetings

The provisional liquidator shall forthwith give notice of the dates fixed by him for the first meetings of creditors and contributories by the specified means. (See Form 103(2))

(46 of 2000 s. 40; 22 of 2023 s. 74)

108.

Summoning of first meetings

The first meetings of creditors and contributories shall be summoned as hereinafter provided.

109.

Form of notices of first meetings

The notices of first meetings of creditors and contributories may be in Forms 18 and 19 appended hereto, and the notices to creditors shall state a time within which the creditors must lodge their proofs in order to entitle them to vote at the first meeting. (See Forms 18 & 19)

110.

Notice of first meetings to officers of company

The provisional liquidator shall also give to each of the directors and other officers of the company who in his opinion ought to attend the first meetings of creditors and contributories 7 days’ notice of the time and place appointed for each meeting. The notice may either be delivered personally or sent by prepaid post letter, as may be convenient. It shall be the duty of every director or officer who receives notice of such meeting to attend, if so required by the provisional liquidator, and if any such director or officer fails to attend the provisional liquidator shall report such failure to the court. (See Form 20)

(46 of 2000 s. 40)

111.

Summary of statement of affairs, etc.

(14 of 2016 s. 153)

(1)

The provisional liquidator or liquidator shall also, as soon as practicable, send to each creditor mentioned in the company’s statement of affairs or a supplementary affidavit in relation to that statement, and to each person appearing from the company’s books or otherwise to be a contributory of the company a summary of the company’s statement of affairs and any supplementary affidavit in relation to that statement, including the causes of its failure, and any observations thereon which the provisional liquidator or liquidator may think fit to make. The proceedings at a meeting shall not be invalidated by reason of any summary or notice required by these rules not having been sent or received before the meeting.

(46 of 2000 s. 40; 14 of 2016 s. 153)

(2)

Where prior to the winding-up order the company has commenced to be wound up voluntarily the Official Receiver may, if in his absolute discretion he sees fit so to do, send to the persons aforesaid or any of them an account of such voluntary winding up showing how such winding up has been conducted and how the property of the company has been disposed of and any observations which the Official Receiver may think fit to make on such account or on the voluntary winding up.

General Meetings of Creditors and Contributories in relation to a Winding Up by the Court and of Creditors in relation to a Creditors Voluntary Winding Up, Including a Winding Up under Section 228A

(L.N. 201 of 1984)

112.

Liquidator’s meetings of creditors and contributories

(1)

In addition to the first meetings of creditors and contributories and in addition also to meetings of creditors and contributories directed to be held by the court under section 287 of the Ordinance (hereinafter referred to as court meetings of creditors and contributories), the liquidator in any winding up by the court may himself from time to time subject to the provisions of the Ordinance and the control of the court summon, hold and conduct meetings of the creditors or contributories (hereinafter referred to as liquidator’s meetings of creditors and contributories) for the purpose of ascertaining their wishes in all matters relating to the winding up.

(2)

In any creditors voluntary winding up the liquidator may himself from time to time summon, hold and conduct meetings of creditors for the purpose of ascertaining their wishes in all matters relating to the winding up (such meetings and all meetings of creditors which a liquidator or a company is by the Ordinance required to convene in or immediately before such a voluntary winding up and all meetings convened by a creditor in a voluntary winding up under these rules are hereinafter called voluntary liquidation meetings).

113.

Application of rules as to meetings

Except where and so far as the nature of the subject-matter or the context may otherwise require the rules as to meetings hereinafter set out shall apply to first meetings, court meetings, liquidator’s meetings of creditors and contributories, and voluntary liquidation meetings, but so nevertheless that the said rules shall take effect as to first meetings subject and without prejudice to any express provisions of the Ordinance and as to court meetings subject and without prejudice to any express directions of the court.

114.

Summoning of meetings

(1)

The Official Receiver or liquidator shall summon all meetings of creditors and contributories by giving not less than 7 days’ notice of the time and place thereof by the specified means; and shall not less than 7 days before the day appointed for the meeting send by post to every person appearing by the company’s books to be a creditor of the company notice of the meeting of creditors, and to every person appearing by the company’s books or otherwise to be a contributory of the company notice of the meeting of contributories. (See Form 75)

(22 of 2023 s. 75)

(2)

The notice to each creditor shall be sent to the address given in his proof, or if he has not proved to the address given in the statement of affairs of the company or a supplementary affidavit in relation to that statement, if any, or to such other address as may be known to the person summoning the meeting. The notice to each contributory shall be sent to the address mentioned in the company’s books as the address of such contributory, or to such other address as may be known to the person summoning the meeting.

(14 of 2016 s. 154)

(3)

In the case of meetings summoned for the purposes of section 245(b) of the Ordinance the continuing liquidator or if there is no continuing liquidator any creditor may summon the meeting.

(14 of 2016 s. 154)

(4)

This rule shall not apply to meetings under section 241 or 248 of the Ordinance.

115.

Proof of notice

A certificate by the Official Receiver or other officer of the court, or by the clerk of any such person, or an affidavit by the liquidator, or creditor, or his solicitor, or the clerk of either of such persons, or as the case may be by some officer of the company or its solicitor or the clerk of such company or solicitor that the notice of any meeting has been duly posted, shall be sufficient evidence of such notice having been duly sent to the person to whom the same was addressed. (See Forms 76 & 77)

116.

Place of meetings

Every meeting shall be held at such place as is in the opinion of the person convening the same most convenient for the majority of the creditors or contributories, or both. Different times or places or both may if thought expedient be named for the meetings of creditors and for the meetings of contributories.

117.

Costs of calling meeting

The costs of summoning a meeting of creditors or contributories at the instance of any person other than the Official Receiver or liquidator shall be paid by the person at whose instance it is summoned who shall before the meeting is summoned deposit with the Official Receiver or liquidator (as the case may be) such sum as may be required by the Official Receiver or liquidator as security for the payment of such costs. The costs of summoning such meeting of creditors or contributories, which shall be deemed to include all disbursements for stationery, printing and postage within Hong Kong shall be $1,440. Any charge for hiring a room outside the Official Receiver’s Office by reason of the large number of creditors or contributories shall be additional to the said sum.

(L.N. 170 of 1997)

The said costs, including the costs of summoning a meeting under section 670 of the Companies Ordinance (Cap. 622) and of complying with the requirements of section 671 of the Companies Ordinance (Cap. 622) in respect of such meeting, shall be repaid out of the assets of the company if the court shall by order or if the creditors or contributories (as the case may be) shall by resolution so direct. This rule shall not apply to meetings summoned under section 241 or summoned for the purposes of section 245(b) of the Ordinance.

(L.N. 201 of 1984; 14 of 2016 s. 155)

(L.N. 95 of 1996; 28 of 2012 ss. 912 & 920; L.N. 175 of 2013)

118.

Chairman of meeting

Where a meeting is summoned by the Official Receiver or the liquidator, he or someone nominated by him shall be chairman of the meeting. At every other meeting of creditors or contributories the chairman shall be such person as the meeting by resolution shall appoint. This rule shall not apply to meetings under section 241 of the Ordinance. (See Form 79)

119.

Resolution of creditors and contributories

(14 of 2016 s. 156)

At a meeting of creditors a resolution shall be deemed to be passed when a majority in value of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution, and at a meeting of the contributories a resolution shall be deemed to be passed when a majority in value of the contributories present personally or by proxy, and voting on the resolution, have voted in favour of the resolution, the value of the contributories being determined according to the number of votes conferred on each contributory by the regulations of the company.

(L.N. 245 of 1977)

120.

Copy of resolution to be filed

The Official Receiver or as the case may be the liquidator shall file with the Registrar a copy certified by him of every resolution of a meeting of creditors or contributories in a winding up by the court.

121.

Non-reception of notice by a creditor

Where a meeting of creditors or contributories is summoned by notice the proceedings and resolutions at the meeting shall unless the court otherwise orders be valid notwithstanding that some creditors or contributories may not have received the notice sent to them.

122.

Adjournment

The chairman may with the consent of the meeting adjourn it from time to time and from place to place, but the adjourned meeting shall be held at the same place as the original place of meeting unless in the resolution for adjournment another place is specified or unless the court otherwise orders. (See Form 78)

123.

Quorum

(1)

A meeting may not act for any purpose except the election of a chairman, the proving of debts and the adjournment of the meeting unless there are present or represented thereat at least 3 creditors entitled to vote or 3 contributories or all the creditors entitled to vote or all the contributories, if the number of the creditors entitled to vote or the contributories as the case may be shall not exceed 3.

(E.R. 6 of 2020)

(2)

If within half an hour from the time appointed for the meeting a quorum of creditors or contributories is not present or represented the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day as the chairman may appoint not being less than 7 or more than 21 days, from the day from which the meeting was adjourned. (See Form 21)

124.

Creditors entitled to vote

(1)

In the case of a first meeting of creditors or of an adjournment thereof a person shall not be entitled to vote as a creditor unless he has duly lodged with the liquidator not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting a proof of the debt which he claims to be due to him from the company. In the case of a court meeting or liquidator’s meeting of creditors a person shall not be entitled to vote as a creditor unless he has lodged with the liquidator a proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly or in part before the date on which the meeting is held:

(46 of 2000 s. 40)

Provided that this and rules 125 to 128 shall not apply to a court meeting of creditors held prior to the first meeting of creditors.

(2)

This rule shall not apply to any creditors or class of creditors who by virtue of any direction given under these rules are not required to prove their debts or to any voluntary liquidation meeting.

125.

Cases in which creditors may not vote

A creditor shall not vote in respect of any unliquidated or contingent debt, or any debt the value of which is not ascertained, nor shall a creditor vote in respect of any debt on or secured by a current bill of exchange or promissory note held by him unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, and against whom a bankruptcy order has not been made, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for the purposes of dividend, to deduct it from his proof.

(28 of 2012 ss. 912 & 920)

126.

Votes of secured creditors

For the purpose of voting, a secured creditor shall, unless he surrenders his security, state in his proof or in a voluntary liquidation in such a statement as is hereinafter mentioned the particulars of his security, the date when it was given, and the value at which he assesses it, and shall be entitled to vote only in respect of the balance (if any) due to him after deducting the value of his security. If he votes in respect of his whole debt he shall be deemed to have surrendered his security, unless the court on application is satisfied that the omission to value the security has arisen from inadvertence.

127.

Creditor required to give up security

The Official Receiver or liquidator may within 28 days after a proof or in a voluntary liquidation a statement estimating the value of a security as aforesaid has been used in voting at a meeting require the creditor to give up the security for the benefit of the creditors generally on payment of the value so estimated with an addition thereto of 20 per cent:

Provided that where a creditor has valued his security he may at any time before being required to give it up correct the valuation by a new proof and deduct the new value from his debt, but in that case the said addition of 20 per cent shall not be made if the security is required to be given up.

128.

Admission and rejection of proofs for purpose of voting

The chairman shall have power to admit or reject a proof for the purpose of voting, but his decision shall be subject to appeal to the court. If he is in doubt whether a proof should be admitted or rejected he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.

129.

Statement of security

For the purpose of voting at any voluntary liquidation meetings a secured creditor shall unless he surrenders his security lodge with the liquidator or where there is no liquidator at the registered office of the company before the meeting a statement giving the particulars of his security, the date when it was given and the value at which he assesses it.

(E.R. 6 of 2020)

130.

Minutes of meeting

(1)

The chairman shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in a book kept for that purpose or in the file of proceedings and the minutes shall be signed by him or by the chairman of the next ensuing meeting.

(2)

A list of creditors and contributories present at every meeting shall be made and kept as in Form 22. (See Form 22)

Proxies in relation to a Winding Up by the Court, and to Meetings of Creditors in a Creditors Voluntary Winding Up, Including a Winding Up under Section 228A

(L.N. 201 of 1984)

131.

Proxies

A creditor or a contributory may vote either in person or by proxy. Where a person is authorized in manner provided by section 285A of the Ordinance, or section 606 or 607 of the Companies Ordinance (Cap. 622), to represent a corporation at any meeting of creditors or contributories such person shall produce to the Official Receiver or liquidator or other the chairman of the meeting a copy of the resolution so authorizing him. Such copy must either be under the seal of the corporation or must be certified to be a true copy by the company secretary or a director of the corporation. The succeeding rules as to proxies shall not (unless otherwise directed by the court) apply to a court meeting of creditors or contributories prior to the first meeting.

(28 of 2012 ss. 912 & 920; 14 of 2016 s. 157)

132.

Form of proxies

Every instrument of proxy shall be in accordance with the form in the Appendix and shall be signed by—

(a)

the person giving the proxy;

(b)

any manager or clerk or any other person in the regular employment of the person referred to in subparagraph (a); or

(c)

a solicitor employed by the person referred to in subparagraph (a) in connection with the matter.

(L.N. 286 of 1997; E.R. 6 of 2020)

133.

Forms of proxy to be sent with notices

General and special forms of proxy shall be sent to the creditors and contributories with the notice summoning the meeting, and neither the name nor description of the Official Receiver or liquidator or any other person shall be printed or inserted in the body of any instrument of proxy before it is so sent.

134.

General proxies

A creditor or a contributory may give a general proxy to any person.

135.

Special proxies

A creditor or a contributory may give a special proxy to any person to vote at any specified meeting or adjournment thereof—

(a)

for or against the appointment or continuance in office of any specified person as liquidator or member of the committee of inspection; and

(b)

on all questions relating to any matter other than those above referred to and arising at the meeting or an adjournment thereof.

136.

Solicitation by liquidator to obtain proxies

Where it appears to the satisfaction of the court that any solicitation has been used by or on behalf of a liquidator in obtaining proxies or in procuring his appointment as liquidator except by the direction of a meeting of creditors or contributories, the court if it thinks fit may order that no remuneration be allowed to the person by whom or on whose behalf the solicitation was exercised notwithstanding any resolution of the committee of inspection or of the creditors or contributories to the contrary.

137.

Proxies to Official Receiver or liquidator

A creditor or a contributory in a winding up by the court may appoint the Official Receiver or liquidator and in a voluntary winding up the liquidator or if there be no liquidator the chairman of a meeting to act as his general or special proxy.

138.

Holder of proxy not to vote on matter in which he is financially interested

No person acting either under a general or a special proxy shall vote in favour of any resolution which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the assets of the company otherwise than as creditor rateably with the other creditors of the company:

Provided that where any person holds special proxies to vote for an application to the court in favour of the appointment of himself as liquidator he may use the said proxies and vote accordingly.

139.

Lodgment of proxies

(1)

A proxy intended to be used at the first meeting of creditors or contributories, or an adjournment thereof, shall be lodged with the liquidator not later than the time mentioned for that purpose in the notice convening the meeting or the adjourned meeting, which time shall be not earlier than 12 o’clock at noon of the day but one before, nor later than 12 o’clock at noon of the day before the day appointed for such meeting, unless the court otherwise directs.

(46 of 2000 s. 40)

(2)

In every other case a proxy shall be lodged with the liquidator in a winding up by the court, with the company at its registered office for a meeting under section 241 of the Ordinance and with the liquidator or if there is no liquidator with the person named in the notice convening the meeting to receive the same in a voluntary winding up not later than 4 o’clock in the afternoon of the day before the meeting or adjourned meeting at which it is to be used.

(46 of 2000 s. 40)

(2A)

A proxy required to be lodged in accordance with paragraph (1) or (2) shall be deemed to have been so lodged if such proxy is sent by facsimile transmission or electronic means to, and received by, the person specified in paragraph (1) or (2), as the case may be, within the time provided.

(L.N. 286 of 1997; 22 of 2023 s. 84)

(3)

No person shall be appointed a general or special proxy who is a minor.

(4)

For the purposes of paragraph (2A), a proxy is sent by electronic means if it is sent in the form of an electronic record to an information system.

(22 of 2023 s. 84; 21 of 2024 s. 80)

(5)

In this rule—

electronic record

(

電子記錄

) means a record generated in digital form by an information system, which can be—

(a)

transmitted within an information system or from one information system to another; and

(b)

stored in an information system or other medium;

information

(

資訊、資料

) includes data, text, images, sound codes, computer programmes, software and databases, and any combination of them;

information system

(

資訊系統

) means a system that—

(a)

processes information;

(b)

records information;

(c)

can be used to cause information to be recorded, stored or otherwise processed in other information systems (wherever situated); and

(d)

can be used to retrieve information, whether the information is recorded or stored in the system itself or in other information systems (wherever situated).

(22 of 2023 s. 84)

140.

Use of proxies by deputy

Where the Official Receiver holds any proxies and cannot attend the meeting for which they are given, he may, in writing, depute some person under his official control to use the proxies on his behalf, and in such manner as he may direct.

141.

Filling in where creditor blind or incapable

The proxy of a creditor blind or incapable of writing may be accepted, if such creditor has attached his signature or mark thereto in the presence of a witness, who shall add to his signature his description and residence:

Provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request of the creditor and in his presence before he attached his signature or mark.

Dividends in a Winding Up by the Court

142.

Dividends to creditors

(1)

Not more than 4 months before declaring a dividend the liquidator in a winding up by the court shall, by the specified means, give notice of his intention to do so, and shall at the same time give notice to such of the creditors mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as have not proved their debts. Such notice shall specify the latest date up to which proofs must be lodged, which shall not be less than 14 days from the date of such notice. (See Forms 67, 70 & 103(4))

(L.N. 286 of 1997; 14 of 2016 s. 158; 22 of 2023 s. 76)

(2)

Where any creditor, after the date mentioned in the notice of intention to declare a dividend as the latest date up to which proofs may be lodged, appeals against the decision of the liquidator rejecting a proof, notice of appeal shall, subject to the power of the court to extend the time in special cases, be given within 7 days from the date of the notice of the decision against which the appeal is made, and the liquidator may in such case make provision for the dividend upon such proof, and the probable costs of such appeal in the event of the proof being admitted. Where no notice of appeal has been given within the time specified in this rule, the liquidator shall exclude all proofs which have been rejected from participation in the dividend.

(3)

Immediately after the expiration of the time fixed by this rule for appealing against the decision of the liquidator he shall proceed to declare a dividend, and shall, by the specified means, give notice of such dividend, and shall also send a notice of dividend to each creditor whose proof has been admitted. (See Forms 71 & 103(5))

(L.N. 286 of 1997; 22 of 2023 s. 76)

(4)

If it becomes necessary, in the opinion of the liquidator and the committee of inspection, to postpone the declaration of the dividend beyond the limit of 4 months, the liquidator shall, by the specified means, give a fresh notice of his intention to declare a dividend; but it shall not be necessary for the liquidator to give a fresh notice to such of the creditors mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as have not proved their debts. In all other respects the same procedure shall follow the fresh notice as would have followed the original notice.

(L.N. 286 of 1997; 14 of 2016 s. 158; 22 of 2023 s. 76)

(5)

Upon the declaration of a dividend the liquidator shall forthwith transmit to the Official Receiver a list of the proofs filed with the Registrar under rule 101, which list shall be in the Form 68 or 69, as the case may be, and the liquidator shall, if so required by the Official Receiver, transmit to him, office copies of all lists of proofs filed by him up to the date of the declaration of the dividend. (See Forms 68 & 69)

(6)

Dividends may at the request and risk of the person to whom they are payable be transmitted to him by post.

(7)

If a person to whom dividends are payable desires that they shall be paid to some other person he may lodge with the liquidator a document in the Form 72 which shall be a sufficient authority for payment of the dividend to the person therein named. (See Form 72)

(8)

The Official Receiver when he is liquidator shall cause to be published by the specified means notice of his intention to declare a dividend and notice of his declaration thereof, and shall also at the same time give to creditors notice of such intention or of such declaration in like manner as notice thereof is required to be given by a liquidator other than the Official Receiver.

(22 of 2023 s. 76)

143.

Return of capital to contributories

Every order by which the liquidator in a winding up by the court is authorized to make a return to contributories of the company shall, unless the court shall otherwise direct, contain or have appended thereto a schedule or list (which the liquidator shall prepare) setting out in a tabular form the full names and addresses of the persons to whom the return is to be paid, and the amount of money payable to each person, and particulars of the transfers of shares (if any) which have been made or the variations in the list of contributories which have arisen since the date of the settlement of the list of contributories and such other information as may be requisite to enable the return to be made. The schedule or list shall be in the Form 74 with such variations as circumstances shall require, and the liquidator shall send a notice of return to each contributory and publish the notice by the specified means. (See Forms 73, 74 & 103(6))

(22 of 2023 s. 77)

Attendance and Appearance of Parties

144.

Attendance at proceedings

(1)

Every person for the time being on the list of contributories of the company, and every person whose proof has been admitted shall be at liberty, at his own expense, to attend proceedings, and shall be entitled, upon payment of the costs occasioned thereby, to have notice of all such proceedings as he shall by written request desire to have notice of:

Provided that if the court shall be of opinion that the attendance of any such person upon any proceedings has occasioned any additional costs which ought not to be borne by the funds of the company, it may direct such costs, or a gross sum in lieu thereof, to be paid by such person; and such person shall not be entitled to attend any further proceedings until he has paid the same.

(2)

The court may from time to time appoint any one or more of the creditors or contributories to represent before the court, at the expense of the company, all or any class of the creditors or contributories, upon any question or in relation to any proceedings before the court, and may remove the person so appointed. If more than one person is appointed under this rule to represent one class, the persons appointed shall employ the same solicitor to represent them.

(3)

No creditor or contributory shall be entitled to attend any proceedings in chambers unless and until he has entered in a book, to be kept by the Registrar for that purpose, his name and address, and the name and address of his solicitor (if any) and upon any change of his address or of his solicitor, his new address, and the name and address of his new solicitor.

145.

Attendance of liquidator’s solicitor

Where the attendance of the liquidator’s solicitor is required on any proceeding in court or chambers, the liquidator need not attend in person, except in cases where his presence is necessary in addition to that of his solicitor, or the court directs him to attend.

Liquidator and Committee of Inspection

146.

Remuneration of liquidator

(1)

Where the remuneration of a liquidator is determined by the committee of inspection, it may be in the nature of a commission or percentage of which one part shall be payable on the amount realized, after deducting the sums (if any) paid to secured creditors (other than debenture holders) out of the proceeds of their securities, and the other part on the amount distributed in dividend.

(2)

If there is no committee of inspection, the remuneration of the liquidator shall, unless otherwise provided for under the Ordinance or ordered by the court, be fixed by the scale of fees and percentages for the time being payable on realizations and distributions by the Official Receiver as liquidator.

(46 of 2000 s. 40)

(3)

This rule shall only apply to a liquidator appointed in a winding up by the court.

(25 of 1985 s. 7)

147.

Limit of remuneration

Except as provided by the Ordinance or the rules, a liquidator shall not under any circumstances whatever, make any arrangement for, or accept from any solicitor, auctioneer, or any other person connected with the company of which he is liquidator, or who is employed in or in connexion with the winding up of the company, any gift, remuneration, or pecuniary or other consideration or benefit whatever beyond the remuneration to which under the Ordinance and the rules he is entitled as liquidator, nor shall he make any arrangement for giving up, or give up any part of such remuneration to any such solicitor, auctioneer, or other person.

148.

Dealings with assets

Neither the liquidator nor any member (or the representative of a member) of the committee of inspection of a company shall, while acting as liquidator or member (or the representative of a member) of such committee, except by leave of the court, either directly or indirectly, by himself or any employer, partner, clerk, agent, or servant, become purchaser of any part of the company’s assets. Any such purchase made contrary to the provisions of this rule may be set aside by the court on the application of the Official Receiver in a winding up by the court of any creditor or contributory in any winding up and the court may make such order as to costs as the court shall think fit.

(14 of 2016 s. 159)

149.

Restriction on purchase of goods by liquidator

Where the liquidator carries on the business of the company, he shall not, without the express sanction of the court, purchase goods for the carrying on of such business from any person whose connexion with the liquidator is of such a nature as would result in the liquidator obtaining any portion of the profit (if any) arising out of the transaction.

150.

Committee of inspection not to make profit

No member (or the representative of a member) of a committee of inspection shall, except under and with the sanction of the court, directly or indirectly, by himself or any employer, partner, clerk, agent, or servant, be entitled to derive any profit from any transaction arising out of the winding up, or to receive out of the assets any payment for services rendered by him in connexion with the administration of the assets, or for any goods supplied by him to the liquidator for or on account of the company. In a winding up by the court, if it appears to the Official Receiver or in a voluntary winding up if it appears to the committee of inspection or to any meeting of creditors or contributories that any profit or payment has been made contrary to the provisions of this rule, they may disallow such payment or recover such profit, as the case may be, on the audit of the liquidator’s accounts, or otherwise.

(14 of 2016 s. 160)

151.

Costs of obtaining sanction of court

In any case in which the sanction of the court is obtained under rule 149 or 150, the cost of obtaining such sanction shall be borne by the person in whose interest such sanction is obtained, and shall not be payable out of the company’s assets.

152.

Sanction of payments to committee

Where the sanction of the court to a payment to a member (or the representative of a member) of a committee of inspection for services rendered by the member (or the representative) in connexion with the administration of the company’s assets is obtained, the order of the court shall specify the nature of the services, and such sanction shall only be given where the service performed is of a special nature. Except by the express sanction of the court no remuneration shall, under any circumstances, be paid to a member (or the representative of a member) of a committee for services rendered by the member (or the representative) in the discharge of the duties attaching to his office as a member of such committee.

(14 of 2016 s. 161)

153.

Discharge of costs before assets handed to liquidator

(1)

Where a liquidator is appointed by the court or under the Ordinance, and has notified his appointment to the registrar of companies, and given security to the satisfaction of the Official Receiver, the provisional liquidator shall forthwith put the liquidator into possession of all property of the company of which the provisional liquidator may have custody:

Provided that such liquidator shall have, before the assets are handed over to him by the provisional liquidator, discharged any balance due to the Official Receiver and provisional liquidator on account of fees, costs, and charges properly incurred by him, and on account of any advances properly made by him in respect of the company, together with interest on such advances at the rate of 8 per cent per annum; and the liquidator shall pay all fees, costs, and charges of the Official Receiver and provisional liquidator which may not have been discharged by the liquidator before being put into possession of the property of the company, and whether incurred before or after he has been put into such possession.

(L.N. 587 of 1995)

(2)

The Official Receiver and provisional liquidator shall be deemed to have a lien upon the company’s assets until such balance shall have been paid and the other liabilities shall have been discharged.

(3)

It shall be the duty of the Official Receiver and provisional liquidator, if so requested by the liquidator, to communicate to the liquidator all such information respecting the estate and affairs of the company as may be necessary or conducive to the due discharge of the duties of the liquidator.

(4)

This rule and rule 154 shall apply only in a winding up by the court.

(46 of 2000 s. 40)

154.

Resignation of liquidator in winding up by court

(1)

If a liquidator in a winding up by the court wishes to resign from the office of liquidator, the liquidator must summon separate meetings of the creditors and contributories of the company to decide whether or not the resignation is to be accepted.

(2)

If the creditors and contributories both by resolutions agree to accept the resignation, the liquidator must—

(a)

file with the Registrar a memorandum of the resignation; and

(b)

send notice of the filing to the Official Receiver.

(3)

The resignation takes effect upon the liquidator complying with paragraph (2).

(4)

If paragraph (2) does not apply, the liquidator must—

(a)

report to the court the result of the meetings; and

(b)

send a report on the result of the meetings to the Official Receiver.

(5)

If paragraph (4) is complied with, the court may, on application by the liquidator or the Official Receiver—

(a)

determine whether or not to accept the resignation; and

(b)

give any directions and make any orders that the court thinks necessary.

(14 of 2016 s. 162)

154A.

Resignation of liquidator in creditors’ voluntary winding up

(1)

If a liquidator in a creditors’ voluntary winding up wishes to resign from the office of liquidator, the liquidator must summon a meeting of the creditors of the company to decide whether or not the resignation is to be accepted.

(2)

The creditors may by resolution agree to accept the resignation.

(3)

The resignation takes effect on the passing of the resolution.

(4)

If the creditors do not accept the resignation, the liquidator must report to the court the result of the meeting.

(5)

If paragraph (4) is complied with, the court may, on application by the liquidator—

(a)

determine whether or not to accept the resignation; and

(b)

give any directions and make any orders that the court thinks necessary.

(14 of 2016 s. 163)

154B.

Resignation of liquidator in members’ voluntary winding up

(1)

If a liquidator in a members’ voluntary winding up wishes to resign from the office of liquidator, the liquidator must summon a general meeting of the company to decide whether or not the resignation is to be accepted.

(2)

The members of the company may by an ordinary resolution agree to accept the resignation.

(3)

The resignation takes effect on the passing of the resolution.

(4)

If the members do not accept the resignation, the liquidator must report to the court the result of the meeting.

(5)

If paragraph (4) is complied with, the court may, on application by the liquidator—

(a)

determine whether or not to accept the resignation; and

(b)

give any directions and make any orders that the court thinks necessary.

(14 of 2016 s. 163)

155.

Cessation of office of liquidator

If a person appointed as a provisional liquidator or liquidator of a company is disqualified under section 262B of the Ordinance, then as soon as the person is disqualified—

(a)

the person immediately ceases to be the provisional liquidator or liquidator of the company; and

(b)

for the purposes of the Ordinance, these rules and the Companies Ordinance (Cap. 622), the person is taken to have been removed from that office.

(14 of 2016 s. 164)

Payments into and out of a Bank

156.

Payments out of bank

All payments out of the companies liquidation account shall be made in such manner as the Director of Accounting Services may from time to time direct.

(L.N. 16 of 1977)

157.

Special bank account

(1)

Where the liquidator in a winding up by the court is authorized to have a special bank account, he shall forthwith pay all moneys received by him into that account to the credit of the liquidator of the company. All payments out shall be made by cheque payable to order, and every cheque shall have marked or written on the face of it the name of the company, and shall be signed by the liquidator, and shall be countersigned by such other person, if any, as the committee of inspection may appoint.

(30 of 1999 s. 44)

(2)

Where application is made to the Official Receiver to authorize the liquidator in a winding up by the court to make his payments into and out of a special bank account, the Official Receiver may grant such authorization for such time and on such terms as he may think fit, and may at any time order the account to be closed if he is of opinion that the account is no longer required for the purposes mentioned in the application.

Books

158.

Record of proceedings

In a winding up by the court the provisional liquidator, until a liquidator is appointed under the Ordinance or by the court, and thereafter the liquidator, shall keep a record in which he shall record all minutes, all proceedings had and resolutions passed at any meeting of creditors or contributories, or of the committee of inspection, and all such matters as may be necessary to give a correct view of his administration of the company’s affairs, but he shall not be bound to insert in the record any document of a confidential nature (such as the opinion of counsel on any matter affecting the interest of the creditors or contributories), nor need he exhibit such document to any person other than a member of the committee of inspection, or the Official Receiver.

(46 of 2000 s. 40)

159.

Cash Book

(1)

In a winding up by the court, the provisional liquidator, until a liquidator is appointed under the Ordinance or by the court, and thereafter the liquidator, shall keep a book to be called the “Cash Book” (which shall be in such form as the Official Receiver may from time to time direct) in which he shall (subject to the provisions of the rules as to trading accounts) enter from day to day the receipts and payments made by him.

(46 of 2000 s. 40)

(2)

In a winding up by the court, a liquidator other than the Official Receiver, shall submit the record and Cash Book, together with any other requisite books and vouchers, to the committee of inspection (if any) when required, and not less than once every 3 months.

(3)

In a creditors voluntary winding up the liquidator shall keep such books as the committee of inspection or if there is no such committee as the creditors direct and all books kept by the liquidator shall be submitted to the committee of inspection or if there is no such committee to the creditors with any other books documents papers and accounts in his possession relating to his office as liquidator or to the company as and when the committee of inspection or if there is no such committee the creditors direct.

Investment of Funds

160.

Investment of assets in securities, and realization of securities

(1)

Where in a winding up by the court or in a creditors voluntary winding up, the committee of inspection are of opinion that any part of the cash balance standing to the credit of the account of the company should be invested, they shall so advise the liquidator and the liquidator shall inform the Official Receiver in writing accordingly.

(2)

Where the committee of inspection in any such winding up are of opinion that it is advisable to sell any of the securities in which the moneys of the company’s assets are invested or to withdraw any money of the company’s assets held on deposit, they shall so advise the liquidator and the liquidator shall inform the Official Receiver in writing accordingly.

(L.N. 197 of 1987)

(3)

Where there is no committee of inspection in any such winding up as is mentioned in paragraphs (1) and (2) and members’ voluntary winding up a case has in the opinion of the liquidator arisen under section 295 of the Ordinance for an investment of funds of the company, a withdrawal of funds of the company held on deposit in a bank or a sale of securities in which the company’s funds have been invested, the liquidator shall inform the Official Receiver in writing accordingly, stating the facts on which his opinion is founded and requesting the Official Receiver to make the investment, withdrawal or sale.

(L.N. 197 of 1987)

(L.N. 247 of 1994)

Accounts and Audit in a Winding Up by the Court

161.

Audit of Cash Book

(1)

The committee of inspection must audit the liquidator’s Cash Book not less than once every 3 months.

(2)

When the Cash Book has been audited, the committee of inspection must issue a certificate in the prescribed form certifying that the Cash Book has been audited by the committee. (See Form 86)

(22 of 2023 s. 22)

162.

Official Receiver’s audit of liquidator’s accounts

(1)

The liquidator shall, at the expiration of 6 months from the date of the winding up order, and at the expiration of every succeeding 6 months thereafter until his release, transmit to the Official Receiver a copy of the Cash Book for such period and copies of the certificates of audit by the committee of inspection. He shall also forward with the first accounts, a summary of the company’s statement of affairs and a copy of any supplementary affidavit in relation to that statement, showing on the summary the amounts realized, and explaining the cause of the non-realization of such assets as may be unrealized. The liquidator shall also at the end of every 6 months forward to the Official Receiver, with his accounts, a report upon the position of the liquidation of the company in such form as the Official Receiver may direct.

(14 of 2016 s. 165)

(2)

When the assets of the company have been fully realized and distributed, the liquidator shall forthwith send in his accounts to the Official Receiver, although the 6 months may not have expired.

(3)

The accounts sent in by the liquidator shall be certified to be correct by him.

(L.N. 50 of 1964; L.N. 247 of 1994)

(22 of 2023 s. 23)

163.

Liquidator carrying on business

(1)

Where the liquidator carries on the business of the company, he shall keep a distinct account of the trading, and shall incorporate in the Cash Book the total weekly amounts of the receipts and payments on such trading account.

(2)

The trading account shall from time to time, and not less than once in every month, be certified to be correct by the liquidator in writing, and the liquidator shall thereupon submit such account to the committee of inspection (if any) or such member thereof as may be appointed by the committee for that purpose, who shall examine and certify the same. (See Form 88)

(L.N. 50 of 1964; L.N. 247 of 1994)

164.

Copy of accounts to be filed

When the liquidator’s account has been audited—

(22 of 2023 s. 24)

(a)

the Official Receiver must issue a certificate certifying that the account has been audited by the Official Receiver; and

(b)

the liquidator must file with the Registrar a copy of the account together with a copy of the certificate.

(22 of 2023 s. 24)

165.

Summary of accounts

(1)

Subject to the proviso to section 203(5) and the proviso to section 203(6)(b) of the Ordinance, the liquidator—

(a)

must transmit to the Official Receiver with the liquidator’s accounts a summary of the accounts in the specified form for the Official Receiver’s confirmation as to whether the summary conforms with the accounts; and

(b)

must, if the Official Receiver confirms that the summary conforms with the accounts, send a printed copy of the summary to every creditor and every contributory as soon as practicable after the confirmation.

(22 of 2023 s. 25)

(1A)

Where under the proviso to section 203(5) or the proviso to section 203(6)(b) of the Ordinance the Official Receiver dispenses with compliance with that section, he may, if he thinks fit, give a written certificate to that effect which shall be filed with the proceedings in the winding up and shall render an application to the court unnecessary.

(L.N. 201 of 1984; 22 of 2023 s. 25)

(2)

The cost of printing and posting such copies shall be a charge upon the assets of the company.

166.

Statement of no receipts

Where a liquidator has not since the date of his appointment or since the last audit of his accounts, as the case may be, received or paid any sum of money on account of the assets of the company, he shall, at the time when he is required to transmit his accounts to the Official Receiver, forward to the Official Receiver a statement of no receipts or payments certified to be correct by him.

(L.N. 50 of 1964; L.N. 247 of 1994)

167.

Proceedings on resignation, &c., of liquidator

(1)

Upon a liquidator resigning, or being released or removed from his office, he shall deliver over to the Official Receiver, or as the case may be, to the new liquidator, all books kept by him, and all other books, documents, papers, and accounts in his possession relating to the office of liquidator. The release of a liquidator shall not take effect unless and until he has delivered over to the Official Receiver, or as the case may be to the new liquidator, all the books, papers, documents, and accounts which he is by this rule required to deliver on his release.

(1A)

Paragraphs (1B) and (1C) apply if a liquidator has passed away and the personal representative of the deceased liquidator has applied to the court for the release of the deceased liquidator.

(14 of 2016 s. 166)

(1B)

On the grant of the release, the personal representative must deliver over to the Official Receiver, or (if a new liquidator has been appointed) to the new liquidator—

(a)

all books kept by the deceased liquidator immediately before his or her death; and

(b)

all other books, documents, papers, and accounts relating to the office of the deceased liquidator in the possession of the deceased liquidator immediately before his or her death.

(14 of 2016 s. 166)

(1C)

The release does not take effect unless and until paragraph (1B) has been complied with.

(14 of 2016 s. 166)

(2)

The court may, at any time during the progress of the liquidation, on the application of the liquidator or the Official Receiver, direct that such of the books, papers, and documents of the company or of the liquidator as are no longer required for the purpose of the liquidation, may be sold, destroyed, or otherwise disposed of.

168.

Expenses of sales

Where property forming part of a company’s assets is sold by the liquidator through an auctioneer or other agent, the gross proceeds of the sale shall be paid over by such auctioneer or agent, and the charges and expenses connected with the sale shall afterwards be paid to such auctioneer or agent, on the production of the necessary certificate of the taxing officer. Every liquidator by whom such auctioneer or agent is employed, shall, unless the court otherwise orders, be accountable for the proceeds of every such sale.

Taxation of Costs

169.

Taxation of costs payable by or to Official Receiver or liquidator or by company

Every solicitor, manager, accountant, auctioneer, broker, or other person employed by an Official Receiver or liquidator in a winding up by the court shall on request by the Official Receiver or liquidator (to be made a sufficient time before the declaration of a dividend) deliver his bill of costs or charges to the Official Receiver or liquidator for the purpose of taxation; and if he fails to do so within the time stated in the request, or such extended time as the court may allow, the liquidator shall declare and distribute the dividend without regard to such person’s claim, and subject to any order of the court the claim shall be forfeited. The request by the Official Receiver or liquidator shall be in the Form 90. (See Form 90)

170.

Notice of appointment

Where a bill of costs or charges in any winding up has been lodged with the taxing officer, he shall give notice of an appointment to tax the same, in a winding up by the court to the Official Receiver, and in every winding up to the liquidator, and to the person to or by whom the bill or charges is or are to be paid (as the case may be).

171.

Lodgment of bill

The bill or charges, if incurred in a winding up by the court prior to the appointment of a liquidator, shall be lodged with the provisional liquidator, and if incurred after the appointment of a liquidator, shall be lodged with the liquidator. The provisional liquidator or the liquidator, as the case may be, shall lodge the bill or charges with the taxing officer.

(46 of 2000 s. 40)

172.

Copy of the bill to be furnished

Every person whose bill or charges in a winding up by the court is or are to be taxed shall, on application either of the Official Receiver or the liquidator, furnish a copy of his bill or charges so to be taxed, on payment at the rate of 75 cents per folio, which payment shall be charged on the assets of the company. The Official Receiver shall call the attention of the liquidator to any items which, in his opinion, ought to be disallowed or reduced, and may attend or be represented on the taxation.

(L.N. 50 of 1964)

173.

Applications for costs

Where any party to, or person affected by, any proceeding desires to make an application for an order that he be allowed his costs, or any part of them, incident to such proceeding, and such application is not made at the time of the proceeding—

(L.N. 178 of 1978; 28 of 2012 ss. 912 & 920)

(a)

such party or person shall serve notice of his intended application on the Official Receiver or on the liquidator, as the case may be;

(b)

the Official Receiver or liquidator may appear on such application and object thereto;

(c)

no costs of or incident to such application shall be allowed to the applicant, unless the court is satisfied that the application could not have been made at the time of the proceeding.

174.

Certificate of taxation

Upon the taxation of any bill of costs, charges, or expenses being completed, the taxing officer shall issue to the person presenting such bill for taxation his allowance or certificate of taxation. The bill of costs, charges, and expenses, together with the allowance or certificate, shall be filed with the Registrar. (See Form 91)

175.

Certificate of employment

(1)

Where the bill or charges of any solicitor, manager, accountant, auctioneer, broker, or other person employed by an Official Receiver or liquidator, is or are payable out of the assets of the company, a certificate in writing, signed by the Official Receiver or liquidator, as the case may be, shall on the taxation be produced to the taxing officer setting forth whether any, and if so what, special terms of remuneration have been agreed to.

(14 of 2016 s. 167)

(2)

If a bill of costs of a solicitor is produced to the taxing officer on the taxation of the bill, it must be accompanied by—

(a)

a copy of the resolution or any other authority sanctioning the employment of the solicitor to assist the liquidator in performing the liquidator’s duties, or proof that the requirement under section 199(4)(b) of the Ordinance has been complied with; and

(b)

the instructions given to the solicitor by the liquidator.

(14 of 2016 s. 167)

176.

Costs and taxation of bill exceeding $3,000

(14 of 2016 s. 168)

(1)

Subject to paragraph (2), if the bill of costs, charges and disbursements of a person employed by the Official Receiver or the liquidator, incurred in a winding up by the court, exceed $3,000 in the aggregate, such bill of costs, charges and disbursements shall be taxed by the Registrar.

(14 of 2016 s. 168)

(2)

Taxation is not required if the bill of costs, charges and disbursements has been approved by a committee of inspection by resolution.

(14 of 2016 s. 168)

(L.N. 286 of 1997)

177.

Review of taxation and appeals thereon

The procedure and practice of the High Court shall be observed in all reviews of taxation.

(25 of 1998 s. 2)

Costs and Expenses Payable out of the Assets of the Company

178.

Liquidator’s charges

(1)

Where a liquidator or special manager in a winding up by the court receives remuneration for his services as such, no payment shall be allowed on his accounts in respect of the performance by any other person of the ordinary duties which are required by Ordinance or rules to be performed by himself.

(2)

Where a liquidator is a solicitor he may contract that the remuneration for his services as liquidator shall include all professional services.

179.

Costs payable out of the assets

(1)

The assets of a company in a winding up by the court, remaining after payment of the fees and expenses properly incurred in preserving, realizing or getting in the assets, including where the company has previously commenced to be wound up voluntarily such remuneration, costs, and expenses as the court may allow to a liquidator appointed in such voluntary winding up shall, subject to any order of the court, be liable to the following payments, which shall be made in the following order of priority, namely—

First.—The fees, percentages and charges payable to, or costs, charges and expenses incurred by or authorized by, the Official Receiver, whether acting as Official Receiver or liquidator, including the costs of any person properly employed by him.

Next.—The taxed costs of the petition, including the taxed costs of any person appearing on the petition whose costs are allowed by the court but excluding the interest on such costs.

(46 of 2000 s. 40)

Next.—The remuneration of and any fees, disbursements and expenses properly incurred by the special manager (if any).

(46 of 2000 s. 40)

Next.—The costs and expenses of any person who makes the statement of affairs of the company or a supplementary affidavit in relation to that statement.

(14 of 2016 s. 169)

Next.—The taxed charges of any shorthand writer appointed to take an examination:

Provided that where the shorthand writer is appointed at the instance of the Official Receiver the cost of the shorthand notes shall be deemed to be an expense incurred by the Official Receiver in getting in and realizing the assets of the company.

Next.—The necessary disbursements of any liquidator, other than the Official Receiver, appointed in the winding up by the court or under the Ordinance, other than expenses properly incurred in preserving, realizing or getting in the assets heretofore provided for.

(46 of 2000 s. 40)

Next.—The costs of any person properly employed by any liquidator, other than the Official Receiver, appointed in the winding up by the court or under the Ordinance.

(46 of 2000 s. 40)

Next.—The remuneration of any liquidator, other than the Official Receiver, appointed in the winding up by the court or under the Ordinance.

(46 of 2000 s. 40)

Next.—The actual out-of-pocket expenses necessarily incurred by the committee of inspection, subject to the approval of the Official Receiver.

Next.—The reasonable expenses incurred directly by members of the committee of inspection or their representatives in respect of travelling within Hong Kong—

(a)

to attend the committee’s meetings; or

(b)

on the committee’s business.

(14 of 2016 s. 169)

(2)

A payment in respect of a bill or charges of a solicitor, manager, accountant, auctioneer, broker or other person is only allowed out of the assets of a company on proof that the payment has been allowed by the Registrar, unless it is—

(a)

a payment made for costs and expenses payable under section 190A of the Ordinance;

(b)

a payment of a bill that has been taxed and allowed under an order made for its taxation; or

(c)

a payment in respect of a bill or charges that have been approved by the committee of inspection by resolution.

(14 of 2016 s. 169)

(2A)

Before allowing the bill or charges mentioned in paragraph (2), a taxing officer must be satisfied that—

(a)

the employment of the solicitor or other person in respect of the matters mentioned in the bill or charges has been duly sanctioned; or

(b)

in relation to the employment of a solicitor, proof that the requirement under section 199(4)(b) of the Ordinance has been complied with.

(14 of 2016 s. 169)

(2B)

Despite paragraphs (2) and (2A), the Official Receiver, when acting as a liquidator, may, without taxation, pay and allow the costs and charges of a person (other than a solicitor) employed by the Official Receiver, if the costs and charges—

(a)

are within the scale usually allowed by the court; and

(b)

do not exceed $3,000 in total.

(14 of 2016 s. 169)

(3)

Nothing contained in this rule shall apply to or affect costs which, in the course of legal proceedings by or against a company which is being wound up by the court, are ordered by the court in which such proceedings are pending or a judge thereof to be paid by the company or the liquidator, or the rights of the person to whom such costs are payable.

(L.N. 245 of 1977)

Statements by Liquidator to the Registrar of Companies

180.

Conclusion of winding up

The winding up of a company shall, for the purposes of section 284 of the Ordinance, be deemed to be concluded—

(a)

in the case of a company wound up by order of the court, at the date on which the order dissolving the company has been reported by the liquidator to the Registrar of Companies or at the date of the order of the court releasing the liquidator pursuant to section 205 of the Ordinance;

(b)

in the case of a company wound up voluntarily, at the date of the dissolution of the company, unless at such date any funds or assets of the company remain unclaimed or undistributed in the hands or under the control of the liquidator, or any person who has acted as liquidator, in which case the winding up shall not be deemed to be concluded until such funds or assets have either been distributed or paid into the companies liquidation account.

(L.N. 201 of 1984)

181.

Times of sending liquidator’s statements, and regulations applicable thereto

In a voluntary winding up, the statements with respect to the proceedings in and position of a liquidation of a company, the winding up of which is not concluded within a year after its commencement, shall be sent to the Registrar of Companies twice in every year as follows—

(L.N. 201 of 1984)

(a)

the first statement commencing at the date when a liquidator was first appointed and brought down to the end of 12 months from the commencement of the winding up, shall be sent within 30 days from the expiration of such 12 months, or within such extended period as the court may sanction, and the subsequent statements shall be sent at intervals of half a year, each statement being brought down to the end of the half-year for which it is sent. In cases in which the assets of the company have been fully realized and distributed before the expiration of a half-yearly interval a final statement shall be sent forthwith;

(b)

subject to rule 182, Form 92, and where applicable Forms 94, 95 and 96, with such variations as circumstances may require, shall be used, and the directions specified in the Form shall (unless the court otherwise directs) be observed in reference to every statement; (See Forms 92, 94, 95 & 96)

(c)

every statement shall be certified to be correct by the liquidator in writing.

(L.N. 247 of 1994)

182.

Affidavit of no receipts or payments

Where in a voluntary winding up a liquidator has not during any period for which a statement has to be sent received or paid any money on account of the company, he shall at the period when he is required to transmit his statement, send to the Registrar of Companies the prescribed statement in Form 92, which statement shall—

(a)

contain the particulars therein required with respect to the proceedings in and position of the liquidation; and

(b)

be certified to be correct by the liquidator in writing. (See Form 92)

(L.N. 201 of 1984; L.N. 247 of 1994)

Unclaimed Funds and Undistributed Assets in the Hands of a Liquidator

183.

Payment of undistributed and unclaimed money into companies liquidation account

(1)

All money in the hands or under the control of a liquidator of a company representing unclaimed dividends, which for 6 months from the date when the dividend became payable have remained in the hands or under the control of the liquidator, shall forthwith, on the expiration of the 6 months, be paid into the companies liquidation account.

(2)

In a voluntary winding up all other money in the hands or under the control of a liquidator of a company, representing unclaimed or undistributed assets, which under section 285(1) of the Ordinance, the liquidator is to pay into the companies liquidation account, shall be ascertained as on the date to which the statement of receipts and payments sent in to the Registrar of Companies is brought down, and the amount to be paid to the companies liquidation account shall be the minimum balance of such money which the liquidator has had in his hands or under his control during the 6 months immediately preceding the date to which the statement is brought down, less such part (if any) thereof as the Official Receiver may authorize him to retain for the immediate purposes of the liquidation. Such amount shall be paid into the companies liquidation account within 14 days from the date to which the statement of account is brought down.

(L.N. 201 of 1984)

(3)

Notwithstanding anything in this rule, any moneys representing unclaimed or undistributed assets or dividends in the hands of the liquidator at the date of the dissolution of the company shall forthwith be paid by him into the companies liquidation account.

(4)

A liquidator whose duty it is to pay into the companies liquidation account money representing unclaimed or undistributed assets of the company shall pay in the same through the Official Receiver and shall be entitled to a certificate of receipt for the money so paid in Form 105. (See Form 105)

(5)

In a voluntary winding up money invested or deposited at interest by a liquidator shall be deemed to be money under his control, and when such money forms part of the minimum balance payable into the companies liquidation account pursuant to paragraph (2), the liquidator shall realize the investment or withdraw the deposit, and shall pay the proceeds into the companies liquidation account, provided that where the money is invested in Government securities, or such securities as the court may direct, such securities, may, with the permission of the court, be transferred to the control of the Official Receiver instead of being forthwith realized and the proceeds thereof paid into the companies liquidation account. In the latter case, if and when the money represented by the securities is required wholly or in part for the purposes of the liquidation, the Official Receiver may realize the securities wholly or in part and pay the proceeds of realization into the companies liquidation account and deal with the same in the same way as other moneys paid into the said account may be dealt with.

(L.N. 201 of 1984)

184.

Liquidator to furnish information to Official Receiver

In a voluntary winding up, every person who has acted as liquidator of any company, whether the liquidation has been concluded or not, shall furnish to the Official Receiver particulars of any money in his hands or under his control representing unclaimed or undistributed assets of the company and such other particulars as the Official Receiver may require for the purpose of ascertaining or getting in any money payable into the companies liquidation account at the bank. The Official Receiver may require such particulars to be verified by affidavit. (See Form 97)

(L.N. 201 of 1984)

185.

Official Receiver may call for verified accounts

(1)

In a voluntary winding up, the Official Receiver may at any time order any such person to submit an account verified by affidavit of the sums received and paid by him as liquidator of the company and may direct and enforce an audit of the account. (See Forms 92 to 96)

(L.N. 201 of 1984)

(2)

For the purposes of section 285 of the Ordinance, and the rules, the court shall have, and, at the instance of the Official Receiver, may exercise all the powers conferred by the Bankruptcy Ordinance (Cap. 6) with respect to the discovery and realization of the property of a debtor, and the provisions of Part I of that Ordinance with respect thereto shall, with any necessary modification, apply to proceedings under section 285 of the Ordinance.

186.

Application to the court for enforcing an account, and getting in money

An application by the Official Receiver for the purpose of ascertaining and getting in money payable into the bank pursuant to section 285 of the Ordinance, shall be made by motion.

187.

Application for payment out by person entitled

An application by a person claiming to be entitled to any money paid into the bank in pursuance of section 285 of the Ordinance, shall be made in such form and manner as the Official Receiver may from time to time direct, and shall, unless the Official Receiver otherwise directs, be accompanied by the certificate of the liquidator that the person claiming is entitled and such further evidence as the Official Receiver may direct.

188.

Application by liquidator for payment out

A liquidator who requires to make payments out of money paid into the bank in pursuance of section 285 of the Ordinance, either by way of distribution or in respect of the cost and expenses of the proceedings, shall apply in such form and manner as the Official Receiver may direct, and the Official Receiver may thereupon either pay to the liquidator the sum required by him for the purposes aforesaid, or may direct cheques to be issued to the liquidator for transmission to the persons to whom the payments are to be made.

(L.N. 50 of 1964)

Release of Liquidator in a Winding Up by the Court

189.

Proceedings for release of liquidator

(1)

A liquidator in a winding up by the court before making application to the court for his release, shall give notice of his intention so to do to all the creditors who have proved their debts and to all the contributories, and shall send with the notice a summary of all receipts and payments in the winding up. (See Forms 98, 99 & 100)

(1A)

If a liquidator in a winding up by the court has passed away and the personal representative of the deceased liquidator intends to apply to the court for the release of the deceased liquidator, the personal representative must, before making the application—

(a)

give notice of that intention to—

(i)

all the creditors who have proved their debts; and

(ii)

all the contributories; and

(b)

send with the notice a summary of all receipts and payments in the winding up.

(14 of 2016 s. 170)

(2)

When the court has granted to a liquidator his release, a notice of the order granting the release shall be published by the specified means. The liquidator shall provide the requisite payment for publishing the notice, which he may charge against the company’s assets.

(22 of 2023 s. 78)

(3)

When the court has granted the release of a deceased liquidator, a notice of the order granting the release must be published by the specified means.

(14 of 2016 s. 170; 22 of 2023 s. 78)

(4)

The person who applied for the release must provide the necessary payment for publishing the notice of the order under paragraph (3).

(14 of 2016 s. 170)

(5)

The payment may be charged against the company’s assets.

(14 of 2016 s. 170)

Disposal of Books and Papers

(L.N. 50 of 1964)

190.

Disposal of books and papers

(1)

The court may order that the books and papers of a company which has been wound up shall not be destroyed for such period (not exceeding 5 years from the dissolution of the company) as the court thinks proper.

(2)

Any creditor or contributory may make representations to the court with regard to the destruction of such books and papers.

(3)

A resolution for the destruction of the books and papers of such a company within the said period of 5 years or any shorter period fixed by an order of the court in force at the date of such resolution shall not take effect until the expiration of such period 5 years or of such shorter period unless the court shall otherwise direct.

(4)

At least one week’s notice shall be given to the Official Receiver of any application to the court for an order for destruction of the books and papers of a company before the expiration of such period of 5 years or shorter period.

Official Receivers

191.

Appointment

(1)

Judicial notice shall be taken of the appointment of the Official Receivers appointed by the Chief Executive.

(2)

When the Chief Executive appoints any officer to act as deputy for or in the place of an Official Receiver notice thereof shall be given in the Gazette.

(3)

Any person so appoints shall, during his tenure of office, have all the status, rights, and powers, and be subject to all the liabilities of an Official Receiver.

(23 of 1999 s. 3)

192.

Removal

Where an Official Receiver is removed from his office by the Chief Executive, notice of the order removing him shall be published in the Gazette.

(23 of 1999 s. 3)

193.

Personal performance of duties

The court may, by general or special directions determine what acts or duties of the Official Receiver in relation to the winding up of companies are to be performed by him in person, and in what cases he may discharge his functions through the agency of his clerks or other persons in his regular employ, or under his official control.

194.

Assistant official receivers

An assistant official receiver, appointed by the Chief Executive, shall be an officer of the court, as fully as the Official Receiver to whom he is assistant, and, subject to the directions of the court, he may represent the Official Receiver in all proceedings in court, or in any administrative or other matter. Judicial notice shall be taken of the appointment of an assistant official receiver and he may be removed in the same manner as is provided in the case of an Official Receiver.

(23 of 1999 s. 3)

195.

Power of certain officers and Official Receivers’ clerks in certain cases to act for Official Receivers

In the absence of the Official Receiver any officer duly authorized for the purpose by the Chief Executive, and any clerk of the Official Receiver duly authorized by him in writing, may by leave of the court act on behalf of the Official Receiver, and take part for him in any public or other examination and in any unopposed application to the court.

(23 of 1999 s. 3)

196.

Duties where no assets

Where a company against which a winding-up order has been made has no available assets, the Official Receiver shall not be required to incur any expense in relation to the winding up without the express directions of the court.

197.

Accounting by Official Receiver

(1)

Where a liquidator is appointed by the court in a winding up by the court, the Official Receiver shall account to the liquidator.

(2)

If the liquidator is dissatisfied with the account or any part thereof, he may report the matter to the court, which shall take such action (if any) thereon as it may deem expedient.

(3)

The provisions of these rules as to liquidators and their accounts shall not apply to the Official Receiver when he is liquidator, but he shall account in such manner as the court may from time to time direct.

198.

Official Receiver to act as committee of inspection where no committee of inspection appointed

Where there is no committee of inspection in a winding up by the court any functions of the committee of inspection which devolve on the court may, subject to the directions of the court, be exercised by the Official Receiver.

199.

Appeals from Official Receiver

An appeal to the court from an act or decision of the Official Receiver acting otherwise than as liquidator of a company, shall be brought within 21 days from the time when the decision or act appealed against is done, pronounced, or made.

200.

Applications under section 204 of the Ordinance

(14 of 2016 s. 171)

(1)

An application by the Official Receiver to the court to examine on oath the liquidator or any other person under section 204 of the Ordinance—

(a)

is to be made ex parte; and

(b)

is to be supported by a report to the court filed with the Registrar, stating the circumstances in which the application is made.

(14 of 2016 s. 171)

(2)

The report shall be signed by the Official Receiver; and shall for the purposes of such application be prima facie evidence of the statement therein contained.

Books to be Kept and Returns Made by Officers of the Court

201.

Books to be kept by officers of the court

(1)

The Registrar of the court shall keep books according to the Forms in the Appendix, and the particulars given under the different heads in such books shall be entered forthwith after each proceeding has been concluded.

(2)

The books shall at all times be open to inspection by the Official Receiver, and the officers of the court whose duty it is to keep the books prescribed by these rules shall furnish the Official Receiver with such information and returns as the Official Receiver may from time to time require. (See Forms 101 & 102)

Publication of Notices in a Winding Up by the Court

(22 of 2023 s. 79)

202.

Publishing notices

(22 of 2023 s. 80)

(1)

All notices subsequent to the making by the Court of a winding-up order in pursuance of the Ordinance or the rules requiring publication by the specified means must be published or given by the Official Receiver or the liquidator, as may be appropriate. (See Forms 103, (1) to (9))

(22 of 2023 s. 80)

(2)

Paragraph (3) applies if—

(a)

a winding-up order is amended;

(b)

a matter gazetted by a responsible person before the appointed date has been amended or altered, or a matter has been wrongly or inaccurately gazetted by a responsible person before the appointed date; or

(c)

a matter published by the specified means by a responsible person after the appointed date has been amended or altered, or a matter has been wrongly or inaccurately published by the specified means by a responsible person after the appointed date.

(22 of 2023 s. 80)

(3)

The responsible person must republish by the specified means such order or matter with the necessary amendments and alterations in the prescribed form.

(22 of 2023 s. 80)

(4)

Subject to any order made by the court, the fee for republishing such order or matter must be paid at the expense of the company’s assets.

(22 of 2023 s. 80)

(5)

In paragraph (2)—

*

appointed date

(

指定日期

) means the date on which Part 3 of the Bankruptcy and Companies Legislation (Miscellaneous Amendments) Ordinance 2023 (22 of 2023) comes into operation;

responsible person

(

負責人

) means the Official Receiver or the liquidator.

(22 of 2023 s. 80)

(L.N. 286 of 1997)

Editorial Note:

* Appointed date: 29 December 2023.

203.

Filing memorandum of advertisements

(22 of 2023 s. 81)

(1)

Whenever the Gazette contains any advertisement relating to any winding-up proceedings the Official Receiver or liquidator as the case may be shall file with the proceedings a memorandum referring to and giving the date of the advertisement. (See Form 104)

(2)

In the case of an advertisement in a local paper, the Official Receiver or liquidator as the case may be shall keep a copy thereof and a memorandum referring to and giving the date of the advertisement shall be placed on the file.

(3)

For this purpose one copy of each local paper in which any advertisement relating to any winding-up proceeding in the court is published, shall be left with the Official Receiver or liquidator as the case may be by the person who publishes the advertisement.

(22 of 2023 s. 81)

(3A)

In the case of an advertisement relating to any winding-up proceeding in a medium other than the Gazette or a local paper, the Official Receiver or liquidator as the case may be must file with the proceeding a memorandum referring to, and giving the date of, the advertisement.

(22 of 2023 s. 81)

(4)

A memorandum under this rule shall be prima facie evidence that the advertisement to which it refers was duly published in the issue of the Gazette or newspaper, or in the medium, mentioned in it.

(22 of 2023 s. 81)

Arrests and Commitment

204.

To whom warrants may be addressed

A warrant of arrest, or any other warrant issued under the provisions of the Ordinance and rules, may be addressed to such bailiff or officer of the court or police officers of Hong Kong as the court may in each case direct.

205.

Prison to which person arrested on warrant is to be taken

Where the court issues a warrant for the arrest of a person under any of the provisions of the Ordinance or rules, he shall be committed, unless the court shall otherwise order, to the prison used by the court in cases of commitment made in the exercise by the court of its ordinary jurisdiction.

206.

Prison to which a person arrested is to be conveyed, and production and custody of persons arrested

Where a person is arrested under a warrant of commitment issued under any of the provisions of the Ordinance and rules, other than sections 224 and 286B of the Ordinance, and rule 56 of the rules he shall be forthwith conveyed in custody of the bailiff or officer apprehending him to the prison used by the court in cases of commitment made in the exercise by the court of its ordinary jurisdiction and kept therein for the time mentioned in the warrant of commitment, unless sooner discharged by the order of the court or otherwise by law. Where a person is arrested under a warrant, issued under section 224 or 286B of the Ordinance, or under rule 56 of the rules, he shall be forthwith conveyed in custody of the bailiff or officer apprehending him to such prison as aforesaid; and the Commissioner of Correctional Services shall produce such person before the court as it may from time to time direct, and shall safely keep him until such time as the court shall otherwise order, or such person shall be otherwise discharged by law.

(14 of 2016 s. 172)

Miscellaneous Matters

207.

Disposal of moneys received after execution

(1)

Where any money is seized or received by the bailiff in part satisfaction of an execution against the goods of a company the same shall be paid into court to the credit of a ledger account in the name of the bailiff with a sub-title in the matter of the action and if, before the completion of the execution by the receipt or recovery of the full amount of the levy, notice is served on the bailiff that a provisional liquidator has been appointed or that a winding-up order has been made or that a resolution for voluntary winding-up has been passed or that a winding-up statement made under section 228A of the Ordinance has been delivered to the Registrar of Companies under that section, the bailiff shall forthwith inform the Registrar of the service of such notice and the Registrar shall, on being so required, deliver any money so seized or received in part satisfaction of the execution to the liquidator after deducting therefrom the costs of the execution.

(2)

Where under an execution in respect of a judgment for a sum exceeding $200 the goods of a company are sold or money is paid in order to avoid a sale, the proceeds of sale or money paid in order to avoid a sale shall be paid into court to the credit of a ledger account in the name of the bailiff with a sub-title in the matter of the action and shall be retained for 14 days from the date of such sale or payment in order to avoid sale, and if within such 14 days notice is served on the bailiff of a petition for the winding up of the company having been presented or of a winding-up statement made under section 228A of the Ordinance having been delivered to the Registrar of Companies under that section or of a meeting having been called at which there is to be proposed a resolution for the voluntary winding up of the company, the bailiff shall forthwith notify the Registrar of the service of such notice and if an order is made or a resolution is passed, as the case may be, for the winding up of the company, the Registrar shall deduct the costs of the execution and shall pay the balance to the liquidator.

(3)

Payment by the bailiff into court in pursuance of this rule shall be a good discharge to him as against the liquidator.

(L.N. 201 of 1984; 28 of 2003 s. 125)

208.

Enlargement or abridgment of time

The court may, in any case in which it shall see fit, extend or abridge the time appointed by the rules or fixed by any order of the court for doing any act or taking any proceeding.

209.

Formal defect not to invalidate proceedings

(1)

No proceedings under the Ordinance or the rules shall be invalidated by any formal defect or by any irregularity, unless the court is of opinion that substantial injustice has been caused by the defect or irregularity, and that the injustice cannot be remedied by any order of the court.

(L.N. 235 of 1996)

(2)

No defect or irregularity in the appointment or election of an Official Receiver, liquidator, or member of a committee of inspection shall vitiate any act done by him in good faith.

210.

Application of existing procedure

In all proceedings in or before the court, or any Registrar or officer thereof, or over which the court has jurisdiction under the Ordinance and rules, where no other provision is made by the Ordinance or rules, the practice, procedure and regulations shall, unless the court otherwise in any special case directs, be in accordance with the rules and practice of the court.

210A.

Transitional and saving provisions relating to Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016 (14 of 2016)

The transitional and saving provisions as set out in the Schedule are to have effect.

(14 of 2016 s. 178)

211.

Citation

These Rules may be cited as the Companies (Winding-up) Rules.

(E.R. 6 of 2020)

Schedule

[r. 210A]

Transitional and Saving Provisions relating to Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016

(Schedule added 14 of 2016 s. 179)

1.

Interpretation

In this Schedule—

Amendment Ordinance

(

《修訂條例》

) means the Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016 (14 of 2016);

*

commencement date

(

生效日期

) means the date of commencement of the Amendment Ordinance;

former

(

原有

), when it appears in conjunction with a reference to a rule or Form described by a number or a combination of a number and a letter, means the rule or Form of that number or of that combination of number and letter of the former Rules;

former Rules

(

《原有規則》

) means the Companies (Winding-up) Rules (Cap. 32 sub. leg. H) as in force immediately before the commencement date.

Editorial Note:

* Commencement date: 13 February 2017.

2.

Contents of order for winding up or appointment of provisional liquidator (rule 35)

If the petition for the winding up of a company has been presented before the commencement date, the former rule 35(2) and the former Forms 9 and 14 continue to apply in relation to the order for the winding up and the order for the appointment of a provisional liquidator in connection with the petition.

3.

Appointment of liquidator and committee of inspection on report of meetings of creditors and contributories under rule 45

(1)

If the winding up of a company has commenced before the commencement date, the former rule 45(2) continues to apply in relation to that winding up.

(2)

If the petition for the winding up of a company has been presented before the commencement date, rule 45(8) does not apply in relation to the appointment of a liquidator or a committee of inspection.

4.

List of contributories (rules 68 to 72)

If the winding-up order of a company has been made before the commencement date, then in relation to the list of contributories of the company—

(a)

the former rules 68, 69, 70, 71 and 72 and the former Forms 42, 43, 44, 45, 46, 47, 48 and 49 continue to apply; and

(b)

rule 67A does not apply.

5.

Vacation of office of liquidator under rule 155

The former rule 155 continues to apply in relation to a liquidator appointed before the commencement date.

6.

Certificate of employment under rule 175

If the petition for the winding up of a company has been presented before the commencement date, then in relation to a bill or charges of any solicitor, manager, accountant, auctioneer, broker, or other person employed by the Official Receiver or liquidator—

(a)

the former rule 175 continues to apply; and

(b)

rule 175(2) does not apply.

7.

Costs and taxation

If the petition for the winding up of a company has been presented before the commencement date, then for determining whether a bill of costs, charges and disbursements of a person employed by the Official Receiver or the liquidator is to be taxed by the Registrar, the former rule 176 continues to apply.

8.

Costs payable out of the assets

(1)

In relation to the priority of payments in respect of the winding up of a company, subject to subsections (2) and (3), rule 179(1) applies irrespective of when the winding up of the company commenced.

(2)

If the petition for the winding up of the company has been presented before the commencement date, rule 179(1) applies as if “makes or concurs in making the company’s statement of affairs” were substituted for “makes the statement of affairs of the company or a supplementary affidavit in relation to that statement”.

(3)

The new item in rule 179(1) does not apply in relation to any expenses incurred by a member of a committee of inspection or the representative of a member before the commencement date.

(4)

If the petition for the winding up of the company has been presented before the commencement date, then in relation to the payments of bills or charges of solicitors, managers, accountants, auctioneers, brokers, or other persons out of the assets of the company, the former rule 179(2) continues to apply.

9.

Requirements under former rule 200 with regard to applications under section 204 of the Ordinance

If the winding up of a company has commenced before the commencement date, the former rule 200 continues to apply in relation to an application made under section 204 of the Ordinance in respect of that winding up.

10.

Giving notice to creditors and contributories of intention to apply for release by Form 98

In relation to an application for release under the former rule 189 by a liquidator appointed before the commencement date, the former Form 98 continues to apply.

Appendix

Forms

	Form 1	[rule 7]
Form of Summons (General) (Title)
Let^(a) attend at on the day of19 , at o’clock in the noon on the hearing of an application of ^(b) for an order that ^(c) Dated the day of , 19 . This summons was taken out by of Solicitors for To			(a) Name of Respondent. (b) Name and description of applicant. (c) State object of application.
NOTE—If you do not attend, either in person or by your solicitor, at the time and place above-mentioned, such order will be made, and proceedings taken as the court may think just and expedient.

(L.N. 50 of 1964)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 1A							[rule 3B]
Statutory Demand under Section 178(1)(a) or 327(4)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (Title)
Warning
•		This is an important document. This statutory demand must be dealt with within 3 weeks after its service on the company. If you do not, a winding-up order may be made in respect of the company. Please read this statutory demand and the notes carefully.			•		If the company has any doubt about its position, the company should seek advice immediately from a solicitor.
•					•		Please also see the Notes for Creditor.
	Demand					Notes for Creditor
	To					1.	If the creditor is entitled to the debt by way of assignment, then, in addition to the date of incurrence of the debt, details of the original creditor and any intermediary assignees should be given in Part B, including the date of each assignment to each of the assignees.
	(the company)
	Address

	This statutory demand is served on the company by the creditor—
	Name
	Address

	The creditor claims that the company owes the following debt—					2. 3.	The amount of the debt, and the consideration for the debt (or if there is no such consideration, the way in which the debt arises) should be given. If the amount of the debt includes interest not previously notified to the company as a liability of the company, details should be given, including the grounds on which the interest is charged.
	When incurred (See Note 1)		Description of debt (See Notes 2, 3 & 5)	Amount due as at the date of this statutory demand (See Note 4)






						4.	If the amount of the debt includes interest, the amount of interest must be shown separately.
	Amount of Debt $					4.
	The creditor demands that the company do pay the above debt or secure or compound for it to the creditor’s satisfaction.					5.	Any other charge accruing from time to time may be claimed. The amount or rate of the charge must be identified and the grounds on which it is claimed must be stated.
						6.	The amount of the debt claimed must be limited to that which has accrued due as at the date of this statutory demand.
						7.	If a signatory is a solicitor or an agent of the creditor, the name of the firm of the solicitor or the name of the agent should be given.
	Signature
	Name (BLOCK LETTERS)

	Date
*		I am authorized to make this statutory demand on the creditor’s behalf.
*		Position with or relationship to creditor

	Address
	Tel. No.
	Ref. No.
	NB The person making this statutory demand must complete the whole of this statutory demand and Parts A and B.
*		Delete if signed by the creditor.

Part A

The person or persons* whom the company may contact regarding this statutory demand is/are—
Name
Address


Tel. No.

*		The person or persons must be an individual or individuals.

Part B

For completion if the creditor is entitled to the debt by way of assignment

Name

Date of Assignment

Original creditor

Assignees

How to comply with a statutory demand

If the company wishes to avoid a winding-up petition being presented against it to the court, it must pay the debt set out in this statutory demand within 3 weeks after the service of this statutory demand on the company. Alternatively, the company can attempt to come to a settlement with the creditor. To do this, the company should—

•

immediately inform the person or persons (or one of the persons) named in Part A that it is willing and able to offer security for the debt to the creditor’s satisfaction; or

•

immediately inform the person or persons (or one of the persons) named in Part A that it is willing and able to compound for the debt to the creditor’s satisfaction.

If the company disputes this statutory demand in whole or in part, it should—

•

immediately contact the person or persons (or one of the persons) named in Part A; or

•

institute any legal proceedings that it thinks fit to respond to this statutory demand (for example, applying to the court for an injunction to restrain the creditor from presenting a winding-up petition or from advertising it).

Remember: The company has only 3 weeks after service of this statutory demand to pay the debt. After the expiry of the 3-week period, the creditor may present a winding-up petition against the company.

(14 of 2016 s. 173)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 2	[rule 22]
Petition
(Title)
To the High Court of Hong Kong.
The humble petition of ^(a)showeth as follows—		(a) Insert full name, title, etc., of petitioner.
1.TheCompany, Limited (hereinafter called the company), was in the month of, incorporated under the Companies Ordinance 1865 (1 of 1865)/Companies Ordinance 1911 (58 of 1911)/Companies Ordinance (Cap. 32)/Companies Ordinance (Cap. 622). (*delete the inapplicable words)
2.The registered office of the company is at (b)		(b) State the full address of the registered office so as sufficiently to show where it is situate.
3.The share capital of the company is divided intoshares. The amount of the capital paid up or credited as paid up is $
4.The objects for which the company was established are as follows—
To and other objects set forth in the articles of association thereof. [Here set out in paragraphs the facts on which the petitioner relies, and conclude as follows]:— Your petitioner therefore humbly prays as follows—
(1)That theCompany, Limited, may be wound up by the court under the provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
(2) Or that such other order may be made in the premises as shall be just.
NOTE—(d) It is intended to serve this petition on.		(d) This note will be unnecessary if the Company is petitioner.

(L.N. 201 of 1984; 25 of 1998 s. 2; 28 of 2012 ss. 912 & 920; E.R. 1 of 2014; E.R. 1 of 2015; E.R. 6 of 2020)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 3	[rule 22]
Petition by Unpaid Creditor on Simple Contract (Title)
Paragraphs 1, 2, 3, and 4 as in Form 2.
5. The company is indebted to your petitioner in the sum of $for ^(a)		(a) State consideration for the debt, with particulars so as to establish that the debt claimed is due.
6. Your petitioner has made application to the company for payment of his debt, but the company has failed and neglected to pay the same or any part thereof. 7. The company is [insolvent and] unable to pay its debts. 8. In the circumstances it is just and equitable that the company should be wound up.
Your petitioner, therefore, &c. [as in Form 2].

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 3A

(Repealed 28 of 2012 ss. 912 & 920)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 4			[rule 24]
Advertisement of Petition (Title)
Notice is hereby given that a petition for the winding up of the above-named company by the High Court of Hong Kong was, on theday of , 19, presented to the said court by the said company [or, as the case may be]. And that said petition is directed to be heard before the court at.m. on theday of, 19; and any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same.
	Signed ^(b)	[Name] ^(c) [Address] ^(c)		(b) To be signed by the solicitor to the petitioner or by the petitioner if he has no solicitor. (c) The name and address of the petitioner and the solicitor, if any, to the petitioner should be stated.
NOTE—Any person who intends to appear on the hearing of the said petition must serve on or send by post to the above-named, notice in writing of his intention so to do. The notice must state the name and address of the person, or, if a firm, the name and address of the firm, and must be signed by the person or firm, or his or their solicitor (if any), and must be served, or if posted, must be sent by post in sufficient time to reach the above-named not later than 6 o’clock in the afternoon of theof19.

(L.N. 201 of 1984; 25 of 1998 s. 2; 46 of 2000 s. 40)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 4A

(Repealed 28 of 2012 ss. 912 & 920)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 5	[rule 25]
Affidavit of Service of Petition on Members, Officers, or Servants, &c. (Title)
In the matter of a petition dated
I,, of, make oath and say—
1.[In the case of service of petition on a company by leaving it with a member, officer, or servant at the registered office, or if no registered office at the principal or last known principal place of business of the company.]
That I did onday, theday of, 19 , serve the above-named company with the above-mentioned petition by delivering to and leaving with [name and description] a member (or officer) (or servant) of the said company a copy of the above-mentioned petition, duly sealed with the seal of the court, at [office or place of business as aforesaid], before the hour ofin thenoon.
2.[In the case of no member, officer, or servant of the company being found at the registered office or place of business.]
That I did onday, theday of, 19, having failed to find any member, officer, or servant of the above-named company at [here state registered office or place of business], leave there a copy of the above-mentioned petition, duly sealed with the seal of the court, before the hour ofin thenoon [add with whom such sealed copy was left, or where, e.g. affixed to door of offices, or placed in letter box, or otherwise].
3.[In the case of directions by the court as to the member, or members, officer, or servant of the company to be served.]
That I did onday, theday of, 19, serve [name or names and description] with a copy of the above-mentioned petition, duly sealed with the seal of the court, by delivering the same personally to the said, at [place] before the hour ofin thenoon. 4.The said petition is now produced and shown to me, marked “A”. Sworn at, &c.

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 6	[rule 25]
Affidavit of Service of Petition on Liquidator (Title)
In the matter of a petition, dated, for winding up the above company [by] or [under the supervision of] the court [as the case may be].
I,, of, make oath and say—
That I did onday, theday of, 19, serve [name and description] the liquidator of the above-named company, with a copy of the above-mentioned petition, duly sealed with seal of the court, by delivering the same personally to the said at [place], before the hour ofin thenoon.
The said petition is now produced and shown to me, marked “A”. Sworn at, &c.

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 7

[rule 26]

Affidavit Verifying Petition

(Title)

I, A.B., of &c., make oath and say, that such of the statements in the petition now produced and shown to me, and marked with the letter “A”, as relate to ^(a) my own acts and deeds are true, and such of the said statements as relate to the acts and deeds of any other person or persons I believe to be true.

Sworn, &c.

(a) If the petition is by a firm, insert “the acts and deeds of my said firm”.

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 8	[rule 26]
Affidavit Verifying Petition of a Limited Company (Title)
I, A.B., of, &c., make oath and say as follows—
1.I am (a director) (the company secretary) of Company, Limited, the petitioner in the above matter, and am duly authorized by the said petitioner to make this affidavit on its behalf.
2.That such of the statements in the petition now produced and shown to me marked with the letter “A”, as relate to the acts and deeds of the said petitioner or to my own acts and deeds, are true, and such of the statements in the said petition as relate to the acts and deeds of any other corporation, person or persons, I believe to be true. Sworn, &c.

(28 of 2012 ss. 912 & 920)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 9

[rule 28]

Order Appointing a Provisional Liquidator after Presentation of Petition, and before Order to Wind Up

theday of, 20.

(Title)

Upon the application, &c., and upon reading, &c., the court doth hereby appoint the Official Receiver (or as may be) to be provisional liquidator of the above-named company. And the court doth hereby limit and restrict the powers of the said provisional liquidator to the following acts, that is to say [describe the acts which the provisional liquidator is to be authorized to do and the property of which he is to take possession].

Note—As the Official Receiver or provisional liquidator (
interviewer
) may require, it is the duty of a person who is or may be liable to make the statement of affairs of the company, or a supplementary affidavit in relation to that statement, to attend on the interviewer according to the day, time and place the interviewer appoints and to give the interviewer all information that the interviewer requires.

(46 of 2000 s. 40; 28 of 2012 ss. 912 & 920; 14 of 2016 s. 173)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 10		[rule 30]
Notice of Intention to Appear on Petition (Title)
Take notice that A.B., of ^(a) a creditor for $of (or contributory holding ^(b)shares in) the above company intends to appear on the hearing of the petition advertised to be heard on theday of, 19, and to support (or oppose) such petition.			(a) State full name, or if a firm, the name of the firm and address. (b) State number and class of shares held.
	(Signed) ^(c)		(c) To be signed by the person or his solicitor or agent.
[Address]
To

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 11

[rule 31]

List of Parties Attending the Hearing of a Petition

(Title)

The following are the names of those who have given notice of their intention to attend the hearing of the petition herein, on theday of, 19.

Name

Address

Name and
address of
solicitor of
party who has
given notice

Creditors.
Amount
of debt

Contributories.
Number of
shares

Opposing

Supporting

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

	Form 12		[rule 34]
Notification to Official Receiver of Winding-up Order (Title) To the Official Receiver (Address)
Order pronounced this day by [or, as the case may be] for winding up the under-mentioned company under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
Name of company	Registered office of company	Petitioner’s solicitor	Date of presentation of petition

(28 of 2012 ss. 912 & 920; E.R. 6 of 2020)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 13

[rule 34]

Notification to Official Receiver of Order Pronounced for Appointment of Provisional Liquidator prior to Winding-up Order being Made

(Title)

To the Official Receiver

(Address)

Order pronounced this day by
[or, as the case may be] for the appointment of the Official Receiver (or, as the case may be, the name, address and description of the person appointed) as provisional liquidator prior to any winding-up order being made.

Name of
company

Registered office
of company

Petitioner’s
solicitor

Date of presentation
of petition

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 14	[rule 35]
Order for Winding Up by the Court day of, 20. (Title)
Upon the petition of the above-named company (or A.B., of &c., a creditor (or contributory) of the above-named company), on theday of, 20, preferred unto the court, and upon hearingfor the petitioner, andforand upon reading the said petition, an affidavit of (the said petitioner), filed, &c., verifying the said petition, an affidavit of L.M., filed theday of, 20, the Gazette of theday of, 20, thenewspaper of theday of(enter any other papers), each containing an advertisement of the said petition (enter any other evidence), this court doth order that the saidcompany be wound up by this court under the provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
And it is ordered that the costs ofof the said petition be taxed and paid out of the assets of the said company.

Note—As the Official Receiver, provisional liquidator or liquidator (
interviewer
) may require, it is the duty of a person who is or may be liable to make the statement of affairs of the company, or a supplementary affidavit in relation to that statement, to attend on the interviewer according to the day, time and place the interviewer appoints and to give the interviewer all information that the interviewer requires.

(L.N. 201 of 1984; 46 of 2000 s. 40; 28 of 2012 ss. 912 & 920; 14 of 2016 s. 173; E.R. 6 of 2020)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 15

(Repealed L.N. 201 of 1984)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 16

(Repealed 22 of 2023 s. 82)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 17	[rule 38]
Affidavit by Special Manager Verifying Account (Title)
I,,ofmake oath and say as follows—
1.The account hereunto annexed, marked with the letter “A”, produced and shown to me at the time of swearing this my affidavit, and purporting to be my account as special manager of the estate or business of the above-named company, contains a true account of all and every sums and sum of money received by me or by any other person or persons by my order or to my knowledge or belief for my use on account or in respect of the said estate or business.
2.The several sums of money mentioned in the said account hereby verified to have been paid or allowed have been actually and truly so paid and allowed for the several purposes in the said account mentioned.
3.The said account is just and true in all and every items and particulars therein contained, according to the best of my knowledge and belief. Sworn, &c.

(L.N. 587 of 1995)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 18		[rule 109]
Notice to Creditors of First Meeting (Title)
(Under the order for winding up the above-named company, dated theday of, 20.)
Notice is hereby given that the first meeting of creditors in the above matter will be held aton theday of20, ato’clock in thenoon.
To entitle you to vote thereat your proof must be lodged with me not later thano’clock on theday of, 20.
Forms of proof and of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with me not later thano’clock on theday of, 20.
	Address
(The company’s statement of affairs ^(a)		)	(a) Here insert “has not been lodged” or “has been lodged, and summary of the statement of affairs and any supplementary affidavit in relation to that statement is enclosed”.
Note
At the first meetings of the creditors and contributories they may amongst other things— 1.By resolution determine whether or not an application is to be made to the court to appoint a liquidator in place of the provisional liquidator. 2.By resolution determine whether or not an application shall be made to the court for the appointment of a committee of inspection to act with the liquidator, and who are to be the members of the committee if appointed.

(46 of 2000 s. 40; 14 of 2016 s. 173)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 19	[rule 109]
Notice to Contributories of First Meeting (Title)
Notice is hereby given that the first meeting of the contributories in the above matter will be held aton theday of, 20, ato’clock in thenoon.
Forms of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with me not later thano’clock on theday of, 20.
Dated thisday of, 20.
Address
(The company’s statement of affairs ^(a)	).	(a) Here insert “has not been lodged” or “has been lodged, and summary of the statement of affairs and any supplementary affidavit in relation to that statement is enclosed”.
Note
At the first meetings of creditors and contributories they may amongst other things— 1.By resolution determine whether or not an application shall be made to the court to appoint a liquidator in place of the provisional liquidator. 2.By resolution determine whether or not an application shall be made to the court for the appointment of a committee of inspection to act with the liquidator, and who are to be the members of the committee if appointed.

(46 of 2000 s. 40; 14 of 2016 s. 173)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 20	[rule 110]
Notice to Directors and Officers of Company to Attend First Meeting of Creditors or Contributories (Title)
Take notice that the first meeting of creditors [or contributories] will be held on theday of, 19, ato’clock at ^(a)and that you are required to attend thereat, and give such information as the meeting may require.		(a) Here insert place where meeting will be held.

Dated thisday of, 19.
To ^(b)		(b) Insert name of person required to attend.
NOTE—The failure of any director or officer to attend will be reported to the court.

(46 of 2000 s. 40)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 21	[rule 123(2)]
Memorandum of Proceedings at Adjourned First Meeting (No quorum) (Title)
Beforeaton theday of, 19, ato’clock.
Memorandum—The adjourned meeting of ^(a)in the above matter was held at the time and place above-mentioned; but it appearing that there was not a quorum of ^(a)qualified to vote present or represented, no resolution was passed, and the meeting was not further adjourned.		(a) Insert “creditors” or “contributories”, as the case may be.
	Chairman

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 22		[rule 130]
List of Creditors(a) Present to be Used at Every Meeting (Title)				(a) “or contributories”.
Meeting held atthisday of, 19.
Number	Names of creditors (a) present or represented	Amount of proof (b)		(b) In case of contributories insert “number of shares” and “number of votes according to the regulations of the company”.
		$	￠
1
2
3
4
5
6
7
7	Total number of creditors (a)present or represented.

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Page 1

Form 23
Rule 39 of the Companies (Winding-up) Rules (Cap. 32 sub. leg. H)IN THE HIGH COURT OF HONG KONG

COMPANIES (WINDING-UP) NO. of 19

	In the matter of _________________________________________
				and
	In the matter of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
STATEMENT OF AFFAIRS on the ___________________ day of _____________________ 19 _____ , the date of the Winding-up Order (or such other date as the liquidator has for special reasons directed).
Notes
		(1)	Please complete this Statement of Affairs and such of the attached lists A, B, C, D, E, F, G, H, I and J as are applicable. If there is a dispute about any amount due to or by the wound-up company please specify this in the relevant list and supply details in a separate schedule which should be signed and attached as part of the Statement of Affairs.
		(2)	Please do not insert figures in the shaded areas.

I—AS REGARDS CREDITORS
List Reference	Particulars				Amount $		Amount $
	ASSETS
A		(1)	Various assets
B		(2)	Debts due to the company
C		(3)	Excess value of assets pledged as security to creditors fully secured
D		(4)	Unpaid calls
		(5)	Total Assets, i.e. total of items (1) to (4) above
	LIABILITIES
E		(6)	Claims and amounts due to employees and Government departments
F		(7)	Debenture holders
		(8)	Subtotal, i.e. total of items (6) and (7) above
C		(9)	Secured creditors (net of security)—i.e. after deducting the amount of the security
G		(10)	Unsecured creditors and other liabilities
H		(11)	Contingent liabilities
		(12)	Subtotal, i.e. total of items (9) to (11) above
		(13)	Total Liabilities, i.e. total of items (8) and (12) above
		(14)	Estimated surplus/(deficiency) subject to cost of liquidation carried forward to item (15) on page 2, i.e. total assets as in item (5) less total liabilities as in item (13).			$

									Page 2
II—AS REGARDS CONTRIBUTORIES
List Reference		Particulars					Amount $		Amount $
			(15)	Estimated surplus/(deficiency) brought forward from page 1
			CAPITAL ISSUED AND ALLOTTED, viz:—
			(16)	Ordinary Shares of $ __________ each at nominal value (only applicable to shares with nominal value)
I			(17)	No. of Ordinary Shares issued as fully paid _________________
				(specify no. of shares)
I			(18)	No. of Ordinary Shares issued as partially paid, i.e. amount called up for _____________________ shares at
				(specify no. of shares)
				$ ____________________ per share
			(19)	Total for ordinary share capital fully paid and called up, i.e. total of items (17) and (18) above
I			(20)	Any other type of shares or capital issued (give particulars)



			(21)	Subtotal for item (20)
			(22)	Total of items (19) and (21) above
			(23)	TOTAL SURPLUS/(DEFICIENCY) AS PER ITEM (15) OF THE DEFICIENCY ACCOUNT IN LIST J i.e. item (15) less item (22)				$
AFFIDAVIT OR AFFIRMATION
Notes:	(1)		The Commissioner is particularly requested, before swearing the Affidavit or making the Affirmation, to ascertain that the full name, address and description of the Deponent are stated, and to initial all crossings-out or other alterations on the printed form. A deficiency in the Affidavit/Affirmation in any of the above respects will entail its refusal by the court, and will necessitate it being re-sworn/re-affirmed.
	(2)		Where the liquidator has directed any date other than the date of the winding-up order, substitute such other date.
	(3)		An asterisk (*) signifies that the inapplicable words should be deleted.


I/We, ______________________________, of _____________________________
* make oath and say					that the foregoing Statement and the several Lists
*solemnly and sincerely affirm
hereunto annexed marked___________________are, to the best of my/our knowledge and belief, a full, true, and complete statement of affairs of the above-named Company, on the ______________ day of __________________________ 19_______, the date of the Winding-up Order (see Note 2).
Sworn at/Affirmed at ________________________ in Hong Kong. this ____________ day of _____________________ 19____.
Before me. A Commissioner, etc.
						(Signature)

LIST A VARIOUS ASSETS Full particulars of every description of assets not included in any other lists should be specified in this list. If the space allotted to items (a) to (h) below is not adequate, please provide the requisite information by attaching additional schedule(s) and completing item (j) below.
	Particulars						Estimated to produce $

		(a)	Cash at bank (Please specify the name(s) of the bank(s) and all account numbers)



		(b)	Cash in hand

		(c)	Stock in trade		Cost $

		(d)	Plant and machinery		Cost $

		(e)	Investment in stocks or shares, etc. (Please provide details)		Cost $




		(f)	Land and buildings		Cost $

		(g)	Security held by the company in respect of loans granted to others (Please provide details)



		(h)	Any other assets (Please provide details)
			Any other assets (Please provide details)

		(i)	Total (show the total under “Assets” on page 1 of the Statement of Affairs)			$
		(j)	*	additional schedule(s) are attached/*No additional schedule(s)
			(specify no.)
			are attached.

	Dated this day of 19 . (Signature) (*delete the inapplicable words)

Page 1

LIST BDEBTS DUE TO THE COMPANY

Show the total of column (vi) of $ ................................ under “Assets” on page 1 of the Statement of Affairs

(i)	(ii)			(iii)	(iv)	(v)	(vi)	(vii)	(viii)
No.	Name of debtor			Address	Amount of debt	Date when contracted	Estimated to produce	Folio of ledger or other book where particulars to be found	Nature of debt and particulars of any securities held for debt
					$		$
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
	Dated thisday of19.							(Signature)
	Notes:	(1)	If the company is also indebted to any of the above-mentioned debtor(s), please specify in column (iii) both the amount of the company’s debt due to the debtor and the amount due from the debtor. The net amount due to the company by the debtor should be inserted in columns (iv) and (vi). If, however, the amount owed by the company to the “debtor” is greater than the amount that the debtor owes the company, do not insert any amount in this list but use List G for the purpose.
		(2)	To substantiate the amount of debt, copies of the relevant source documents should be attached.

LIST B (CONTINUED)DEBTS DUE TO THE COMPANY

(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)
No.	Name of debtor	Address	Amount of debt	Date when contracted	Estimated to produce	Folio of ledger or other book where particulars to be found	Nature of debt and particulars of any securities held for debt
			$		$


















	Dated thisday of19.					(Signature)

LIST CSECURED CREDITORS (either fully or partly secured but excluding debenture holders for whom List F should be used) /EXCESS VALUE OF ASSETS PLEDGED AS SECURITY TO CREDITORS

(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)
No.	Name of creditor or claimant	Address	Amount owed to creditor	Date when contracted	Particulars of the asset being held or claimed or pledged as security	Date when security given	Estimated value of the asset in column (vi)	Estimated excess i.e. (viii) less (iv)	Net indebtedness i.e. (iv) less (viii)
			$				$	$	$
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Total amount owed to creditors, i.e. total of column (iv)				Total value of security, i.e. total of column (viii)
Show the total of column (ix) under “Assets” at item (3) on page 1 of the Statement of Affairs
Show the total of column (x) under “Liabilities” at item (9) on page 1 of the Statement of Affairs

Dated this day of 19 .

(Signature)

Note:

If the amount due to the fully-secured creditor (as stated in column (iv) above) is the same as the estimated value of security (as stated in column (viii) above), please specify a “Nil” amount in columns (ix) and (x). If any estimated surplus from security as reflected in column (ix) above is further pledged to any other creditor as partial security, that surplus should be deleted from column (ix) and shown in column (viii) for that other creditor instead. Such surplus should then be deducted from the relevant amount due to that other creditor before extending the amount to either column (ix) or (x), whichever is appropriate.

LIST DUNPAID CALLS (i.e. amount called up but not yet paid by the shareholder)

(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)
No.	No. in share register	Name of Shareholder	Address	No. of shares held	Amount of call per share unpaid	Total amount due i.e. (vi) multiplied by (v)	Estimated to realize
					$	$	$
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Totals (show the total of column (viii) under “Assets” on page 1 of the Statement of Affairs)					$
	Dated this day of 19 .					(Signature)

LIST ECLAIMS AND AMOUNTS DUE TO EMPLOYEES AND GOVERNMENT DEPARTMENTS (e.g. Wages, Rates, Taxes, etc.)

(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)
No.	Name of creditor or claimant	Address	Nature of claim	Period during which claim accrued	Due date for payment	Amount of claim $
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Show the total of column (vii) under “Liabilities” on page 1 of the Statement of Affairs					$
	Dated thisday of19.			(Signature)

LIST FDEBENTURE HOLDERS (excluding Secured Creditors for whom List C should be used)Should there be more than one issue of debentures, separate list must be provided of holders of each issue of debenture.

(i)	(ii)	(iii)	(iv)		(v)	(vi)
No.	Date of debenture	Name of debenture holder	Address		Amount $	Description of assets over which security extends
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Show the total of column (v) under “Liabilities” on page 1 of the Statement of Affairs				$
	Dated thisday of19.				(Signature)

Page 1

LIST GUNSECURED CREDITORS AND OTHER LIABILITIES

Show the total of column (iv) of $
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................
under “Liabilities” on page 1 of the Statement of Affairs

(i)	(ii)	(iii)	(iv)	(v)	(vi)
No.	Name of creditor or claimant	Address	Amount $	Date when contracted	Consideration and the nature of liability
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.

		Dated thisday of19.	(Signature)

Notes:	(1) If any creditor is also indebted to the company, please specify in column (iii) both the amount due to the creditor and the amount owed by the creditor. The net amount due by the company to the creditors should be inserted in column (iv). If however, the amount owed to the company by the “creditor” is more than the amount that the company owes the creditor, do not insert any amount in this list but use List B for the purpose.
	(2) The particulars of any bills of exchange and promissory notes held by a creditor should be inserted immediately below the name of such creditor.
	(3) The names of any creditors who are also contributories, or alleged to be contributories, of the company must be shown separately and described as such at the end of the list.

LIST G (CONTINUED) UNSECURED CREDITORS AND OTHER LIABILITIES

(i)	(ii)	(iii)	(iv)	(v)	(vi)
No.	Name of creditor or claimant	Address	Amount $	Date when contracted	Consideration and the nature of liability




















	Dated thisday of19.			(Signature)

LIST HCONTINGENT LIABILITIES

(i)	(ii)	(iii)		(iv)	(v)	(vi)
No.	Name of creditor or claimant	Address		Amount $	Date when contracted	Consideration and the nature of liability
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Show the total of column (iv) under “Liabilities” on page 1 of the Statement of Affairs			$

	Dated thisday of19.				(Signature)

LIST ILIST OF SHAREHOLDERS
	Type of Shares	—*	Ordinary Shares of $ _____ each at nominal value (only applicable to shares with nominal value)
	(*delete whichever	—*	Preference Shares of $ _____ each at ____ % nominal value (only applicable to shares with nominal value)
	is inapplicable)	—*	Others (please specify) ___________________________________________________

(i)	(ii)	(iii)	(iv)	(v)	(vi)		(vii)		(viii)
No.	No. in share register	Name of shareholder	Address	No. of shares held	Amount per share fully paid/called up		Total amount i.e. (vi) multiplied by (v)		Total amount not called up (if any)
No.	No. in share register	Name of shareholder	Address	No. of shares held	Amount per share fully paid/called up		Fully paid	Called up	Total amount not called up (if any)
					$		$	$	$
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Totals (show the totals of column (vii) under “Capital Issued and Allotted” on page 2 of the Statement of Affairs)						$


	Dated thisday of19.	(Signature)

Note:	Separate list(s) should be used to provide a list of shareholders for each type of share capital, i.e. use separate list(s) for ordinary shareholders, preference shareholders, etc.

Page 1
LIST JDEFICIENCY ACCOUNT
							$
(1)	Excess/(Deficiency) of Assets over Capital and Liabilities as per the company’s latest audited balance sheet as at
	(This and the previous balance sheet to be annexed or handed to Official Receiver)
(2)	Gross profit (loss) arising from carrying on business from the date mentioned in (1) above or date of incorporation (whichever is the later) to date of winding-up order (as per Trading Account annexed)
(3)	Receipts, if any, during the same period as per item (2) from the following sources (see note):—
				$
		(a) Interest on loans
		(b) Interest on deposits
		(c) Other receipts (please specify)
		(d) Amounts paid on shares issued and subsequently forfeited (as per list annexed)
(4)	Subtotal of items (3)(a) to (3)(d) above
(5)	Total of items (1), (2) and (4)

LESS
(6)	Expenditure incurred and payments, if any, during the same period as per item (2):—
			(i)	(ii)		(iii)
			Amount paid	Amount outstanding at date of winding-up order		Total i.e. (i) + (ii)
			$	$		$
	(a) Salaries
	(b) Wages not charged in Trading Account
	(c) Rent
	(d) Rates and taxes
	(e) Legal costs
	(f) Commission
	(g) Interest on loans
	(h) Interest on debentures
	(i) Miscellaneous expenditure (as per details annexed)
	(j) Directors’ fees
	(k) Dividends declared during same period
(7)	Subtotal of items (6)(a) to (6)(k) above
(8)	Amount carried forward to item (9) on next page, i.e. item (5) less item (7)				$

Page 2
LIST JDEFICIENCY ACCOUNT (CONTINUED)
						$
(9)	Amount brought forward from previous page
(10)	Losses and depreciation, if any, written off in the company’s books during the same period as per item (2) (see note):—
				$
		(a)	Bad debts
		(b)	Losses on investments
		(c)	Depreciation of property
		(d)	Preliminary expenses written off
		(e)	Others (please specify)
(11)	Subtotal of items (10)(a) to (10)(e) above
(12)	Losses and depreciation not written off in company’s books, now written off in the Statement of Affairs (see note):—
				$
		(a)	Bad debts
		(b)	Losses on investments
		(c)	Depreciation of property
		(d)	Preliminary expenses written off
		(e)	Others (please specify)
(13)	Subtotal of items (12)(a) to (12)(e) above
(14)	Total of items (11) and (13)
(15)	SURPLUS/(DEFICIENCY) AS PER ITEM (23) IN PART II OF THE STATEMENT OF AFFAIRS i.e. item (9) less item (14)				$

Note: Where particulars are numerous they should be inserted in a separate schedule.
Dated this day of 19 .						(Signature)

(L.N. 24 of 1995; 25 of 1998 s. 2; 46 of 2000 s. 40; 28 of 2012 ss. 912 & 920 and E.R. 1 of 2014; E.R. 6 of 2020)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

	Form 24	[rule 45]
Report of Result of Meeting of Creditors or Contributories
In the matter, &c.
I, A.B., the Official Receiver of the court [or as the case may be] chairman of a meeting of the creditors [or contributories] of the above-named company summoned by advertisement [or notice] dated the day of , 19 , and held on the day of 19 , at , in the , do hereby report to the court the result of such meeting as follows—
The said meeting was attended, either personally or by proxy, by creditors whose proofs of debt against the said company were admitted for voting purposes, amounting in the whole to the value of $ [or by contributories, holding in the whole shares in the said company, and entitled respectively by the regulations of the company to the number of votes hereinafter mentioned].
The question submitted to the said meeting was, whether the creditors [or contributories] of the said company wished that [here state proposal submitted to the meeting].
The said meeting was unanimously of opinion that the said proposal should [or should not] be adopted; [or the result of the voting upon such question was as follows:] ^(a)			(a) Here set out the majorities by which the respective resolutions were carried.

Resolutions at meetings	Voting on resolutions
	For			Against
	No.	Amount		No.	Amount
(State the substance of any resolutions passed and give names of committee of inspection (if any), and amount of their proofs if creditors or shares if contributories). CREDITORS—
	No.	Shares	Votes	No.	Shares	Votes
CONTRIBUTORIES—
Dated this day of , 19 .
	(Signed)				H.T.
				Chairman

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

	Form 25	[rule 45]
Order Appointing Liquidator (Title)
the day of .
Upon the application of the provisional liquidator of the above-named company, by summons dated and upon hearing the applicant in person and upon reading the order to wind up the said company dated , and the reports of the provisional liquidator of the results of the meetings of creditors and contributories made to the court and respectively dated the ^(a)[, and the affidavit of as to the fitness of the liquidator hereinafter named filed ]. It is ordered that of be appointed liquidator of the above-named company.			(a) To be inserted only if such affidavit is required.
^(b) It is also ordered that the following persons be appointed a committee of inspection to act with the said liquidator, namely—			(b) To be struck out if no committee of inspection appointed.
And it is ordered that the said liquidator do within 7 days from the date of this order give security to the satisfaction of the provisional liquidator as provided by the Companies (Winding-up) Rules (Cap. 32 sub. leg. H).
And notice of this order is to be published in the^(c).			(c) State the medium.

(L.N. 286 of 1997; 46 of 2000 s. 40; E.R. 1 of 2014; 22 of 2023 s. 82)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

	Form 26		[rule 47]
Certificate that Liquidator or Special Manager has Given Security (Title)
This is to certify that A.B., of , who was on the day of , 19 , appointed liquidator [or special manager] of the above-named company, has duly given security to the satisfaction of the Official Receiver.
Dated this day of , 19 .
		(Signed)	J.S.
			Official Receiver

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

	Form 27	[rule 45]
Advertisement of Appointment of Liquidator
In the matter of , Limited.
By order of the , dated the day of 19Mr. of has been appointed liquidator of the above-named company with [or without] a committee of inspection.
Dated this day of , 19 .

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form 28

(Repealed 28 of 2003 s. 126)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

			Form 29	[rule 52]
Order Directing Public Examination (Title)
[On reading the reports of the [Official Receiver/liquidator]* in the above matter, dated respectively the day of , 20 , and the day of , 20 /On the application of the [Official Receiver/liquidator]* on the day of , 20 in the above matter]*, and :
It is ordered that the persons whose names and addresses are set out in the Schedule do attend before the court, on a day and at a place to be appointed, and be publicly examined as to—
	(a)	the promotion, formation or management of the above-named company;
	(b)	the conduct of the business and affairs of the company; and
	(c)	their conduct or dealings in relation to the company.
* Delete where not applicable.
The Schedule referred to
Name			Address	Connexion with the company

(46 of 2000 s. 40; 14 of 2016 s. 173)

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

	Form 30	[rule 54]
Order Appointing Time for Public Examination (Title)
Whereas by the order of this court dated theday of, 20, [state name and address of person to be examined] was directed to attend before the court and be publicly examined:
On the application of the [Official Receiver/liquidator]* in the above matter, it is ordered that the public examination of the above-namedbe held on theday of, 20, at[a.m./p.m.]*, at [state place to be attended at].
And it is ordered that the above-named do attend before the court according to the above-mentioned day, time and place and at any adjournment of the examination.
Dated this day of , 20 . * Delete where not applicable.
Note to the above-named —Notice is hereby given that if you fail, without reasonable excuse, to attend before the court according to the above-mentioned day, time and place, or at any adjournment of the examination, you will be liable to be committed to prison without further notice. In addition, if you commit perjury during your examination, you will be liable on conviction to a fine and imprisonment for 7 years.

(14 of 2016 s. 173)

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		Form 31		[rule 54]

Notice to Attend Public Examination (Title)
Whereas by an order of the court, made on theday of, 20, it was ordered that you,, should attend before the court, on a day and at a place to be appointed, and be publicly examined as to—
	(a)	the promotion, formation or management of the above-named company;
	(b)	the conduct of the business and affairs of the company; and
	(c)	your conduct or dealings in relation to the company:
And whereas theday of, 20, at[a.m./p.m.]*, at [state place to be attended at] has been appointed as the day, time and place for holding the examination:
Notice is hereby given that you are required to attend before the court according to the above-mentioned day, time and place, and at any adjournment of the examination, and you are advised to bring with you all books, papers, and writing and other documents in your custody or power in any way relating to the company or the promotion, formation, trade, dealings, affairs or property of the company.
And take notice that if you fail, without reasonable excuse, to attend before the court according to the above-mentioned day, time and place, or at any adjournment of the examination, you will be liable to be committed to prison without further notice. In addition, if you commit perjury during your examination, you will be liable on conviction to a fine and imprisonment for 7 years.
	Dated thisday of, 20 .
	To
			Official Receiver/liquidator*
* Delete where not applicable.

(14 of 2016 s. 173)

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	Form 32	[rule 60]
Application for Appointment of Shorthand Writer to Take down Notes of Public Examination and Order thereon (Title)
Ex parte the Official Receiver or liquidator, as the case may be.
I, the Official Receiver or liquidator, as the case may be, herein, do hereby, pursuant to rule 60 of the Companies (Winding-up) Rules (Cap. 32 sub. leg. H), apply to the court for an order for the appointment of of to take down in shorthand the notes of examination of at their public examination, the costs of taking such notes, and of making a transcript thereof, to be paid in accordance with rule 60.
Dated this day of , 19 .
Official Receiver or liquidator, as the case may be
Before Upon the application of the Official Receiver or liquidator, as the case may be, the court hereby appoints ofto take down in shorthand the notes of examination of the persons mentioned in the above application at their public examination, or at any adjournment thereof pursuant to rule 60 of the Companies (Winding-up) Rules (Cap. 32 sub. leg. H), the costs of taking such notes, and of making a transcript thereof, to be paid in accordance with rule 60.
Dated this day of , 19 .

(46 of 2000 s. 40; E.R. 1 of 2014)

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		Form 33	[rule 60]
Declaration by Shorthand Writer (Title)
	Before
I, , of , the shorthand writer appointed by this court to take down the examination of , do solemnly and sincerely declare that I will truly and faithfully take down the questions and answers put to and given by the said in this matter, and will deliver true and faithful transcripts thereof as the court may direct.
	Dated this day of , 19 . [Declared before me at the time and place above-mentioned.]

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	Form 34		[rule 57]

Notes of Public Examination where a Shorthand Writer is Appointed (Title)
Public examination of (a)				(a) Mr. an officer [or as the case may be] of the above-named company.
	Before	at the court
this day of 19 .
The above-named , being sworn and examined at the time and place above-mentioned, upon the several questions following being put and propounded to him, gave the several answers thereto respectively following each question, that is say:— A. These are the notes of the public examination referred to in the memorandum of public examination of , taken before me this day of 19 .

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	Form 35		[rule 57]
Notes of Public Examination where a Shorthand Writer is not Appointed (Title)
Public examination of (a)				(a) Mr. an officer [or as the case may be] of the above-named company.
	Before	at the court
Dated this day of 19 .
The above-named , being sworn and examined at the time and place above-mentioned, upon his oath saith as follows— A. These are the notes of the public examination referred to in the memorandum of public examination of , taken before me this day of 19 .

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		Form 36		[rule 61]
Report to the Court where Person Examined Refuses to Answer to Satisfaction of Registrar or Officer (Title)
At the examination of (a) held before me this day of , 19 , the following question was [allowed by me to be] put to the said [ ].					(a) e.g. A.B., a person ordered to attend for examination.
	Q. ^(b)				(b) Here state question.
	The ^(c)	refused to answer the said question.			(c) Witness.
(or) The ^(c)answered the said question as follows:—
	A. ^(d)				(d) Here insert answers (if any).
I thereupon named the day of , 19 , at as the time and place for such [refusal to] answer to be reported to the Hon. Mr. Justice [or His Honour Mr. Justice ]. Dated this day of , 19 .					(d) Here insert answers (if any).
			Registrar [or as the case may be]

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Form 37

(Repealed 14 of 2016 s. 173)

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	Form 38		[rule 56]
Warrant against Person who Fails to Attend Examination (Title)
To the bailiff of our said court, and to each and all the police officers of Hong Kong and to the Commissioner of Correctional Services.
WHEREAS by an order of this court, made on the day of , 20 , ^(a) was ordered to attend before the court, on a day and at a place to be appointed, and be publicly examined.				(a) Name of person required to attend.
AND WHEREAS by evidence taken upon oath, it hath been made to appear to the satisfaction of the court that the day of , 20 , at a.m./p.m. at the High Court of Hong Kong was appointed as the day, time and place for holding the said examination, and that notice of the said order and of the said day, time and place so appointed was duly served upon the said ^(a)
(AND WHEREAS the said ^(a) did without good cause fail to attend on the said day of , 20 , for the purpose of being examined, according to the requirements of the said order of this court made on the day of , 20 , directing him so to attend.) (or, and that the said ^(a) has absconded (or, and that there is good reason to believe that the said ^(a) is about to abscond) with a view to avoiding examination under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)).
THESE ARE THEREFORE to require you the said bailiff and police officers to take the said ^(a)and to deliver him to the Commissioner of Correctional Services, and you the said Commissioner of Correctional Services to receive the said ^(a) and him safely keep in prison until such time as this Court may order.
Dated the day of , 20 .
		Registrar

(L.N. 201 of 1984; 28 of 2012 ss. 912 & 920; 14 of 2016 s. 173; E.R. 6 of 2020)

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	Form 38A		[rule 56]
Order for Warrant of Arrest of Person who has Failed to Attend Public Examination (Title)
Upon the application of S.W. the Official Receiver or Liquidator of the above-named company, as the case may be by summons dated the day of , 20 , and upon hearing the applicant in person and upon reading the order to wind up the said company dated the order dated .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. and the affidavit of C.D. filed .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. and the exhibits therein referred to and by which said affidavit it has been made to appear to the court that by the said order dated A.B. was directed to attend before the court, on a day and at a place to be appointed, and be publicly examined as to the matters referred to in the said order and that the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. day of .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. , at .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. a.m./p.m. at the High Court of Hong Kong, were appointed as the day, time and place for holding the said examination and it has also been duly proved by the said affidavit of C.D. that the said order dated the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. and the notice to attend such examination on the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. at .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. a.m./p.m. respectively had been duly served upon the said A.B. and it appearing that the said A.B. without good cause failed to attend on the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. in pursuance of the said order of the (date). IT IS ORDERED that a warrant do issue for the arrest of the said A.B.
Dated the day of , 20 .
		Registrar

(25 of 1998 s. 2; 46 of 2000 s. 40; 14 of 2016 s. 173)

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	Form 38B	[rule 58B(1)]
Order under Section 286B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (Title)
[On the application of the [Official Receiver/provisional liquidator/liquidator]* on theday of, 20in the above matter:]#
It is ordered that [state name and address of person to be examined] do attend before the court [on a day and at a place to be appointed/on theday of, 20, at[a.m./p.m.], at [state place to be attended at]], and at any adjournment of the examination, and be examined as to the promotion, formation, trade, dealings, affairs or property of the above-named company. And the above-namedis required to produce the documents mentioned in the Schedule, and all other books and papers in the custody or power of the above-namedthat are in any way relating to the company or the promotion, formation, trade, dealings, affairs or property of the company.
[Revise the heading and paragraphs above as appropriate for any other requirements, e.g. submission of affidavits.]
Dated this day of , 20 .
* Delete where not applicable.
# Delete if no application made.
Note to the above-named—Notice is hereby given that if you fail, without lawful impediment, to attend before the court according to the above-mentioned day, time and place, or at any adjournment of the examination, the court may, by warrant, cause you to be apprehended and brought before the court. In addition, if you commit perjury during your examination, you will be liable on conviction to a fine and imprisonment for 7 years. The Schedule above referred to

(14 of 2016 s. 173)

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Form 38C			[rule 58B(3)(a)]
Notice to Attend Examination under Section 286C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (Title)

Whereas by an order of the court, made on theday of, 20in the above matter, it was ordered that you,, should attend before the court [on a day and at a place to be appointed/on theday of, 20, at[a.m./p.m.], at[state place to be attended at]], and at any adjournment of the examination, and be examined as to the promotion, formation, trade, dealings, affairs or property of the above-named company:
[And whereas theday of, 20, at[a.m./p.m.]*, at[state place to be attended at] has been appointed as the day, time and place for holding the examination:]#
Notice is hereby given that you are required to attend before the court according to the above-mentioned day, time and place, and at any adjournment of the examination.
And take notice that if you fail, without lawful impediment, to attend before the court according to the above-mentioned day, time and place, or at any adjournment of the examination, the court may, by warrant, cause you to be apprehended and brought before the court. In addition, if you commit perjury during your examination, you will be liable on conviction to a fine and imprisonment for 7 years.
	Dated thisday of, 20. To
		Official Receiver/provisional liquidator/liquidator*
* Delete where not applicable. # Delete if day, time and place already specified above.

(14 of 2016 s. 173)

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	Form 39		[rule 63]

Disclaimer (Title)
Pursuant to an order for the court dated the day of , 19 ,
I, the liquidator of the above-named company, hereby disclaim all interest in the lease dated the day of , 19 , whereby the premises^(a)were demised to at a rent of $ per annum for a term of . Notice of this disclaimer has been given to				(a) Insert description of the property disclaimed.
Dated this day of , 19 .
		Liquidator

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	Form 40		[rule 63]
Notice of Disclaimer of Lease (Title)
Take notice that, pursuant to an order of the court dated the day of , 20 , I, , the liquidator of the above-named company, by writing under my hand bearing date the day of , 20 , disclaimed all interest in the lease dated the day of , 20 , whereby the premises ^(a) were demised to at a rent of $ per annum for a term of The above-mentioned disclaimer has been filed at the office of the Registrar at the High Court of Hong Kong and notice thereof filed in the Land Registry.				(a) Insert description of the property disclaimed.
Dated this day of , 20 .
		Liquidator
To
(address)

(8 of 1993 s. 30; 14 of 2016 s. 173)

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		Form 41		[rule 67]
Notice by Liquidator Requiring Payment of Money or Delivery of Books, &c., Liquidator (Title)

Take notice that I, the undersigned^(a) have been appointed liquidator of the above-named company, and that you, the under-mentioned ^(b) , are required, within days after service hereof, to pay to me [or deliver, convey, surrender, or transfer to or into my hands] as liquidator of the said company at my office, situate at ^(c)&c., the sum of $ , being the amount of debt appearing to be due from you on your account with the said company [or any sum or balance, books, papers, estate or effects], [or specifically describe the property] now being in your hands, and to which the said company is entitled [or otherwise as the case may be].					(a) Name of liquidator. (b) Name of person to whom notice is addressed. (c) Address of liquidator’s office.
Dated this day of , 19 . (Signed)
			Liquidator
To ^(b)
	(Address)

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					Form 42				[rule 69(2)]
Provisional List of Contributories (Title)
The following is a list of members of the above-named company liable to be included in the list of contributories of the company, made by me from the books and papers of the company, together with their respective addresses and the number of shares [or extent of interest] to be attributed to each and the amount called up and the amount paid up in respect of such shares (or interest) so far as I have been able to make out or ascertain the same.
In the first part of the list, the persons who are contributories in their own right are identified.
In the second part of the list, the persons who are contributories as being representatives of, or liable for the debts of, others are identified.
First Part—Contributories in their own Right
No. in List	Name		Address		Description		Number of shares [or extent of interest]		Amount called up (a)	Amount paid up (a)
									$	$
Second Part—Contributories as being Representatives of, or liable for the Debts of, others
No. in List	Name	Address		Description		In what character included		Number of shares [or extent of interest]	Amount called up (a)	Amount paid up (a)
									$	$
(a) At date of commencement of winding up.

(14 of 2016 s. 173)

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Form 43				[rule 69(4)]

Notice of Provisional List of Contributories (Title)
	Take notice that—
	(a)	I, , the liquidator of the above-named company, have made a provisional list of contributories of the company pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the rules made under it;
	(b)	you are included in the provisional list; and
	(c)	the character in which and the number of shares [or extent of interest] for which you are included, and the amount called up and the amount paid up in respect of such shares (or interest), are stated below.
	And further take notice that—
	(a)	I will settle the list of contributories of the company based on the provisional list;
	(b)	you will be included in the settled list unless, on considering an objection or otherwise, I decide to exclude you from the list when settling it; and
	(c)	in relation to any shares (or interest) not fully paid up, your inclusion in the settled list may result in the unpaid capital being called.
If you object to your inclusion in the settled list of contributories of the company, you must inform me, the liquidator of the company, of your objection in writing within 21 days from the date of service of this notice on you.
	Dated this day of , 20 .
			Liquidator

To Mr. A.B. [and to Mr. C.D., his solicitor].
No. in List	Name	Address	Description	In what character included	Number of shares [or extent of interest]	Amount called up (a)	Amount paid up (a)
						$	$
(a) At date of commencement of winding up.

(28 of 2012 ss. 912 & 920; 14 of 2016 s. 173)

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Form 44

[rule 69(5)]

Affidavit of Service of Notices of Provisional List of Contributories(Title)

	I,			[state
name and description of deponent], make oath and say as follows—
	1.	That—
		(a)	On the day of , 20 , I did, in the manner mentioned below, serve on each person whose name, address and description appear in the second, third and fourth columns respectively of the provisional list of contributories of the company made by the liquidator on the day of , 20 , and now on the file of proceedings of the company, a notice in the form annexed to this affidavit, marked “A”.
		(b)	In the tabular form at the foot of each of such notices respectively there had been inserted the number in such list, name, address, description, in what character and for what number of shares [or extent of interest] included, and the amount called up and the amount paid up at the date of the commencement of the winding up in respect of such shares (or interest), of the person on whom the notice was served, in the same words and figures as those particulars are set out in the provisional list.
2. That I served the notices on each of the persons included in the provisional list by duly addressing the notices to the persons according to their respective names and addresses appearing in the provisional list and placing the notices prepaid into the post office at before a.m./p.m. on the day of , 20 .
	Sworn, &c.

(14 of 2016 s. 173)

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Form 45

[rule 70(3)]

Certificate of Liquidator of Final Settlement of the
List of Contributories

(Title)

Pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the rules made under it, I, the undersigned, being the liquidator of the above-named company, hereby certify as follows—

1.That I am satisfied by the affidavit of [state name and description of deponent], now on the file of proceedings of the company that a notice of provisional list of contributories has been duly served on each of the persons included in the provisional list of contributories of the company, dated the day of , 20 , informing the person on whom the notice was served—

(a)

that the person was included in the provisional list in the character, and for the number of shares [or extent of interest], stated in it and of the amount called up and the amount paid up in respect of such shares (or interest);

(b)

that I would settle the list of contributories of the company based on the provisional list;

(c)

that the person would be included in the settled list unless, on considering an objection or otherwise, I decide to exclude the person from the list when settling it;

(d)

that in relation to any shares (or interest) not fully paid up, the inclusion of the person in the settled list may result in the unpaid capital being called; and

(e)

that if the person objected to the inclusion of the person in the settled list, the person must inform me, the liquidator of the company, of the person’s objection in writing within 21 days from the date of service of the notice on the person (objection period).

2.That no objection to the notices has been received by me within the objection periods.

[or 2.That objection to the notices has been received by me within the objection periods and that—

(a)

for each of the notices objected to—

(i)

I have determined the objection; and

(ii)

a notice of my determination has been given to the person objecting; and

(b)

for each of the other notices, the objection period has expired.]

3.That I have finally settled the list of contributories of the company, and the result of the final settlement, so far as the list has been settled, up to the date of this certificate, is as follows—

(a)

The persons whose names are set out in the second column of the First Schedule have been included in the settled list of contributories as contributories of the company in respect of the number of shares [or extent of interest] set out opposite to the names of such contributories respectively in that Schedule. In particular—

(i)

I have, in the first part of that Schedule, identified the persons who are contributories in their own right; and

(ii)

I have, in the second part of that Schedule, identified the persons who are contributories as being representatives of, or liable for the debts of, others.

(b)

The persons whose names are set out in the second column of the Second Schedule, and were included in the provisional list of contributories of the company, have been excluded from the settled list of contributories.

(c)

The date when each of such persons was included in or excluded from the settled list of contributories are set out opposite to the name of that person in the sixth column of the first part of the First Schedule, the seventh column of the second part of that Schedule and the seventh column of the Second Schedule respectively.

(d)

The amount called up at the date of the commencement of the winding up, and the amount paid up at that date, in respect of the shares (or interest) of each of such persons are set out opposite to the name of that person in the seventh and eighth columns of the first part of the First Schedule and the eighth and ninth columns of the second part of that Schedule respectively.

Dated this day of , 20 .

In the matter ofLimited.

The FIRST SCHEDULE above referred to

First Part—Contributories in their own Right

No. in List

Name

Address

Description

Number
of shares [or extent of interest]

Date
when included in the List

Amount called up

Amount paid up

$

In the matter ofLimited.

Second Part—Contributories as being Representatives of, or Liable for the Debts of, Others

No. in List

Name

Address

Description

In what character included

Number
of shares [or extent of interest]

Date when included in the List

Amount called up

Amount paid up

$

In the matter ofLimited.

The SECOND SCHEDULE above referred to

No. in List

Name

Address

Description

In what character proposed to be included

Number
of shares [or extent of interest]

Date when excluded from the List

(28 of 2012 ss. 912 & 920; 14 of 2016 s. 173)

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				Form 46			[rule 71(3)]
Notice to Contributory of Final Settlement of List of Contributories and that the Contributory is Included (Title)
Take notice that I, , the liquidator of the above-named company, have, by certificate, dated the day of , 20 , under my hand, finally settled the list of contributories of the company pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the rules made under it, and that you are included in the settled list. The character in which, and the number of shares [or extent of interest] for which, you are included, and the amount called up and the amount paid up in respect of such shares (or interest), are stated below.
Any application by you for excluding yourself from the list of contributories, or for a variation of the list of contributories, must be made by you to the court by summons within 21 days from the date of service of this notice on you, or any further period as the court may extend or allow. No such application will otherwise be entertained.
The settled list may be inspected by you at the Registry of the High Court of Hong Kong during the opening hours of the Registry.
Dated this day of , 20 . (Signed)
						Liquidator
to Mr. [or to Mr. his solicitor].

No. in List	Name	Address	Description		In what character included	Number of shares [or extent of interest]	Amount called up (a)	Amount paid up (a)
							$	$
(a) At date of commencement of winding up.

(14 of 2016 s. 173)

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	Form 47	[rule 73]
Supplemental List of Contributories (Title)
1. The following is a supplemental list of persons who, since making the list of contributories of the above-named company, dated the day of , 20 , I have ascertained are, or have been, holders of shares in [or members of] the company, and to the best of my judgment are contributories of the company.
2.The supplemental list contains the names of such persons together with their respective addresses and the number of shares [or extent of interest] and the amount called up at the commencement of the winding up and the amount paid at such date in respect of the shares (or interest) to be attributed to each.
3. In the first part of the list, the persons who are contributories in their own right are identified.
4. In the second part of the list, the persons who are contributories as being representatives of, or liable for the debts of, others are identified. [The supplemental list is to be made in the same form as the original list.]

(14 of 2016 s. 173)

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		Form 48		[rule 71(4)]
Affidavit of Service of Notices to Contributory (Title)
	I,			[state
name and description of deponent], make oath and say as follows—
	1.	That—
		(a)	On the day of , 20 , I did, in the manner mentioned below, serve on each person whose name, address, and description appear in the second, third, and fourth columns respectively of the First Schedule to the list of contributories of the company finally settled by the liquidator on the day of , 20 , and now on the file of proceedings of the company, a notice in the form annexed to this affidavit, marked “A”.
		(b)	In the tabular form at the foot of each of such notices respectively there had been inserted the number in such list, name, address, description, in what character and for what number of shares [or extent of interest] included, and the amount called up and the amount paid up at the date of the commencement of the winding up in respect of such shares (or interest), of the person on whom the notice was served, in the same words and figures as those particulars are set out in the above-mentioned Schedule.
2. That I served the notices on each of the persons included in the list of contributories by duly addressing the notices to the persons according to their respective names and addresses appearing in the above-mentioned Schedule and placing the notices prepaid into the post office at before a.m./p.m. on the day of , 20 . Sworn, &c.

(14 of 2016 s. 173)

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	Form 49	[rule 72]
Order on Application to Vary List of Contributories (Title)
Upon the application of W.N., by summons dated the day of , 20 , for an order that the list of contributories of the company and the liquidator’s certificate finally settling the same be varied by excluding the applicant [or as the case may be], and upon hearing, &c., and upon reading &c., it is ordered, that the list of contributories of the company and the liquidator’s certificate finally settling the same be varied by excluding the said W.N. from the said list of contributories, or by including the said W.N. as a contributory in the said list for shares, [or as the case may be] [or the court does not think fit to make any order on the said application, except that the said W.N. do pay to the liquidator of the said company his costs of this application, to be taxed in case the parties differ].

(14 of 2016 s. 173)

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	Form 50		[rule 74(a)]
Notice to Each Member of Committee of Inspection of Meeting for Sanction to Proposed Call (Title)
Take notice that a meeting of the committee of inspection of the above company will be held aton the ^(a) day of , 19 , at o’clock in the noon, for the purpose of considering and obtaining the sanction of the committee to a call of $ per share proposed to be made by the liquidator on the contributories. Annexed hereto is a statement showing the necessity for the proposed call and the amount required. Dated this day of , 19 .				(a) To be a date not less than seven days from the date when the notice will in course of post reach the person to whom it is addressed.
(Signed)
		Liquidator
_
STATEMENT
1. The amount due in respect of proofs admitted against the company, and the estimated amount of the costs, charges, and expenses of the winding up, form in the aggregate the sum of $or thereabouts.
2. The assets of the company are estimated to realize the sum of $ . There are no other assets, except the amount due from certain of the contributories to the company, and in my opinion it will not be possible to realize in respect of the said amounts more than $ .
3. The list of contributories has been duly settled, and persons have been settled on the list in respect of the total number of shares.
4. For the purpose of satisfying the several debts and liabilities of the company, and of paying the costs, charges, and expenses, of the winding up, I estimate that a sum of $ will be required in addition to the amount of the company’s assets hereinbefore mentioned.
5. In order to provide the said sum of $ it is necessary to make a call on the contributories, and having regard to the probability that some of them will partly or wholly fail to pay the amount of the call, I estimate that for the purpose of realizing the amount required it is necessary that a call of $ per share should be made. (Annex tabular statement showing amounts of debts, costs, &c., and of assets.)

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	Form 51		[rule 74(b)]
Notice of Meeting of Committee of Inspection to Sanction Proposed Call (Title)
Notice is hereby given that the undersigned liquidator of the above-named company proposes that a call should be made “on all the contributories of the said company”, or, as the case may be,of $ per share, and that he has summoned a meeting of the committee of inspection of the company, to be held at on the day of , , at o’clock in the noon, to obtain their sanction to the proposed call.
Each contributory may attend the meeting, and be heard or make any communication in writing to the liquidator or the members of the committee of inspection in reference to the intended call.
A statement showing the necessity of the proposed call and the purpose for which it is intended may be obtained on application to the liquidator at his office at ^(a). Dated this day of , .				(a) Insert address.
		Liquidator

(22 of 2023 s. 82)

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	Form 52		[rule 74(d)]
Resolution of Committee of Inspection Sanctioning Call (Title)
Resolved, that a call of $ per share be made by the liquidator on all the contributories of the company [or, as the case may be]. (Signed)
		Members of the Committee of Inspection
Dated this day of , 19 .

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	Form 53		[rule 77]
Notice of Call Sanctioned by Committee of Inspection to be Sent to Contributory (Title)
Take notice that the committee of inspection in the winding up of this company have sanctioned a call of per share on all the contributories of the company.
The amount due from you in respect of the call is the sum of $ .This sum should be paid by you direct to me at my office ^(a) on or before the day of , 19 .				(a) Insert address.
Dated this day of , 19 . To Mr.
		Liquidator
NOTE—If you do not pay the sum due from you by the date mentioned interest will be claimed on such sum at the rate of 8 per cent per annum from the said date until payment.

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	Form 54		[rule 75]
Summons for Leave to Make a Call (Title)
Let the several persons whose names and addresses are set forth in the second column of the schedule hereto, being contributories of the above-named company, as shown in the third column of the said schedule, attend at on the day of , 19 , at o’clock in the noon, on the hearing of an application on the part of the [Official Receiver and] liquidator of the company for an order that he may be at liberty to make a call to the amount of per share on all the contributories [or as the case may be] of the said company.
Dated the day of , 19 .
This summons was taken out by of Solicitors for the [Official Receiver and] liquidator. To
NOTE—If you do not attend either in person or by your solicitor, at the time and place above-mentioned, such order will be made and proceedings taken as the court may think just and expedient.
Schedule
Number on List	Name and address	In what character included

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	Form 55	[rule 75]
Affidavit of Liquidator in Support of Proposal for Call (Title)
I, of, &c., the liquidator of the above-named company, make oath and say as follows—
1. I have in the schedule now produced and shown to me, and marked with the letter “A”, set forth a statement showing the amount due in respect of the debts proved and admitted against the said company, and the estimated amount of the costs, charges, and expenses of and incidental to the winding up the affairs thereof, and which several amounts form in the aggregate the sum of $or thereabouts.
2. I have also in the said schedule set forth a statement of the assets in hand belonging to the said company, amounting to the sum of $ and no more. There are no other assets belonging to the said company, except the amounts due from certain of the contributories of the said company, and, to the best of my information and belief, it will be impossible to realize in respect of the said amounts more than the sum of $ or thereabouts.
3. persons have been settled by me on the list of contributories of the said company in respect of the total number of shares.
4. For the purpose of satisfying the several debts and liabilities of the said company and of paying the costs, charges, and expenses of and incidental to the winding up the affairs thereof, I believe the sum of $ will be required in addition to the amount of the assets of the said company mentioned in the said Schedule A, and the said sum of $ .
5. In order to provide the said sum of $ , it is necessary to make a call upon the several persons who have been settled on the list of contributories as before-mentioned, and, having regard to the probability that some of such contributories will partly or wholly fail to pay the amount of such call, I believe that, for the purpose of realizing the amount required as before-mentioned, it is necessary that a call of $ per share should be made. Sworn, &c.

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	Form 56		[rule 75]
Advertisement of Application for Leave to Make a Call
In the matter of
Notice is hereby given that the court has appointedthe day of 20 , at a.m./p.m. at the High Court of Hong Kong, to hear an application for leave to make a call on all the contributories of the said company [or as the case may be] and that the liquidator of the said company proposes that such call shall be for $ per share. All persons interested are entitled to attend at such day, hour, and place, to offer objection to such call.
Dated this day of , 20 .
		Liquidator

(25 of 1998 s. 2; 14 of 2016 s. 173)

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	Form 57	[rule 75]
The day of 19 . Order Giving Leave to Make a Call The day of 19 . (Title)
Upon the application of the [Official Receiver and] liquidator of the above-named company, the order to wind up the above-named company, the list of contributories of the said company and the liquidator’s certificate of the final settlement of the same, and the affidavit of the said [Official Receiver and] liquidator, filed the day of 19 , and the exhibit marked “A” therein referred to, and an affidavit of filed the day of19 .
It is ordered that leave be given to the [Official Receiver and] liquidator to make a call of $per share on all the contributories of the said company ^(a).			(a) Or as the case may be.
And it is ordered that each such contributory do on or before the day of19 , pay to the [Official Receiver and] liquidator of thecompany, the amount which will be due from him or her in respect of such call.

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	Form 58	[rule 76]
Document Making a Call (Title)
I, the [Official Receiver and] liquidator of the above-named company, in pursuance of ^(a) made (or passed) this day of 19 , hereby make a call of per share on all the contributories of the company, which sum is to be paid at my office ^(b) on the day of 19 .			(a) An order of court, or resolution of the committee of inspection. (b) Insert address.
Dated this day of , 19 .

(L.N. 587 of 1995)

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	Form 59	[rule 77]
Notice to be Served with the Order Sanctioning a Call (Title)
The amount due from you, A.B., in respect of the call made pursuant to leave given by the above [or within] order is the sum of $ , which sum is to be paid by you to me as the liquidator of the said company at my office, ^(a).			(a) Insert address.
In default of payment interest at the rate of 8 per cent per annum will be charged upon the amount unpaid from the day of until payment.

Dated this day of , 19 .

To Mr. A.B.

Liquidator

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			Form 60			[rule 78]
Affidavit in Support of Application for Order for Payment of Call (Title)
I, of, &c., the liquidator of the above-named company, make oath and say as follows:—
1. None of the contributories of the said company, whose names are set forth in the schedule hereto annexed, marked “A”, have paid or caused to be paid the sums set opposite their respective names in the said schedule, which sums are the amounts now due from them respectively under the call of per share, duly made under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) dated the day of 19 .
2. The respective amount or sums set opposite the names of such contributories respectively in such schedule are the true amounts due and owing by such contributories respectively in respect of the said call.
A The Schedule above referred to
No. on List	Name	Address		Description	In what character included	Amount due
						$	￠
Sworn, &c.
NOTE—In addition to the above affidavit, an affidavit of the service of the application for the call will be required in cases in which the committee of inspection of the court has authorized a call to be made.

(28 of 2012 ss. 912 & 920; E.R. 6 of 2020)

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Form 61

[rule 78]

Order for Payment of Call Due from a Contributory

The day of , 19 .

(Title)

Upon the application of the liquidator of the above-named company, and upon reading an affidavit of
filed the day of
, 19 , and an affidavit of the liquidator filed the
day of , 19 , it is ordered that C.D., of, &c., [or E.F., of, &c., the legal personal representative of L.M., late of, &c., deceased], one of the contributories of the said company [or, if against several contributories, the several persons named in the second column of the schedule to this order, being respectively contributories of the said company], do, on or before the day of , 19 , or within 4 days after service of this order, pay to A.B., the liquidator of the said company at his office, ^(a)
, the sum of $ [if against a legal personal representative add, out of the assets of the said L.M. deceased, in his hands as such legal personal representative as aforesaid, to be administered in due course of administration, if the said E.F. has in his hands so much to be administered, or, if against several contributories, the several sums of money set opposite to the respective names in the sixth column of the said schedule hereto], such sum [or sums] being the amount [or amounts] due from the said C.D. [or L.M.], [or the said several persons respectively], in respect of the call of $ per share duly made, dated the day of , 19 .

(a) Insert address.

And it is ordered that the said several persons do within the like period and at the place aforesaid pay to the said A.B., as such liquidator as aforesaid, interest at the rate of 8 per cent per annum on the amounts specified in the sixth column of the said schedule from day of to the date of payment.
And it is ordered that the said several persons do within the like period and at the place aforesaid pay to the said A.B., as such liquidator as aforesaid, the several sums set opposite their respective names in the seventh column of the said schedule, such sums being the proportion of the applicant’s costs of the said application payable by such several persons respectively.
[Add appropriate paragraphs as to amounts payable by legal personal representatives, if any.]

The Schedule Referred to in the foregoing Order
No. on List	Name	Address	Description	In what character included	Amount due
					$	￠
NOTE—The copy for service of the above order must be endorsed as follows— “If you, the undermentioned A.B., neglect to obey this order by the time mentioned therein you will be liable to process of execution, for the purpose of compelling you to obey the same.”

(L.N. 286 of 1997)

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	Form 62	[rule 78]
Affidavit of Service of Order for Payment of Call (Title)
I, F.B., of, &c., make oath and say as follows—
1.I did on the day of 19 , personally serve G.F., of , &c., with an order made in this matter by this court, dated the day of , 19 , whereby it was ordered [set out the order] by delivering to and leaving with, the said G.F., at , a true copy of the said order, and at the same time producing and showing unto him, the said G.F., the said original order.
2.There was endorsed on the said copy when so served the following words, that is to say, “If you, the undermentioned G.F., neglect to obey this order by the time mentioned therein, you will be liable to process of execution for the purpose of compelling you to obey the same”. Sworn, &c.

Companies (Winding-up) Rules

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