Niceking Ltd and Another v. The Registrar of Companies and Others

HCMP 2181/2018

[2019] HKCFI 1239

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2181 OF 2018

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Before: Deputy High Court Judge Keith Yeung SC in Chambers

Date of Hearing: 16 April 2019

Date of Decision: 16 April 2019

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DECISION

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1.This is the applicants’ application by way of Originating Summons for the restoration of Shen Hua Industries Limited (the “Company”) to the Companies Register, pursuant to sections 765(2) and 767(2) of the Companies Ordinance.

2.By Notice of Deregistration under section 291AA of the old Companies Ordinance published on 28 July 2000 and the Notice of Dissolution published on 17 November 2000, the Company was deregistered and dissolved on the latter date.

3.The Registrar of Companies has been served with the process and all the necessary documents.  It takes a neutral stance on the application.

4.The 2^nd, 3^rd and 4^th respondents were shareholders and directors of the Company immediately before its deregistration and dissolution.  I have read the two affirmations of service of Suen Yiu Yam filed on 13 February 2019 and 8 April 2019.  I am satisfied that the Originating Summons and the Notice of Appointment to Hear Originating Summons have validly been served on them.  No Acknowledgment of Service has been filed.  They are absent this morning.

5.I have considered Order 32, rule 5.  I have considered the nature of the application, which ought not to be controversial. I have considered the stance of the Registrar of Companies.  I take into account the valid service.  I deem it expedient to proceed with the hearing of the Originating Summons despite the absence of the respondents.

6.This application is made within 20 years of the deregistration of the Company.  The condition under section 766(1)(b) is fulfilled.

7.The consideration under section 767(2) is whether this Court issatisfied that it is just that the Company be restored to the Companies Register.

8.I have considered the affirmation of Chung Tai.  He is a shareholder and director of the applicants herein.  He reveals that in 1991, the applicants started HCA 3088/1991 (the “Action”) against inter alios the Company.  The progress of the action grinded to a complete halt at some stage.  At the time of the deregistration and dissolution of the Company, the Action remained pending.  The way the Action was prepared for trial was unsatisfactory.  But having read the relevant pleadings, I remain satisfied that the applicants do have a genuine claim against inter alios the Company.  This is not the appropriate opportunity for the Court to go into the merits of that Action.

9.Having considered the evidence and the authorities cited before me, I am satisfied that it is just that the Company be restored.  Given however the history of the matter, the restoration will be subject to the condition, amongst others, that the applicants shall proceed diligently with its claims against the Company in the Action and in any other legal proceedings arising therefrom.

10.I grant the Order in terms of the proposed orders as set out in the written submissions of Ms Wong, counsel for the applicants.

Ms Carol Wong, instructed by Adrian Yeung & Cheng, for the 1^st and 2^nd applicants

The 2^nd to 4^th respondents were not represented and did not appear

Attendance of the 1^st respondent was excused