Re v.s. Luck Company Ltd

HCCW 587/2025

[2026] HKCFI 428

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 587 OF 2025

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REASONS FOR JUDGMENT

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I.  INTRODUCTION

1.This is my reasons for the usual winding up order I made against Vast Luck Company Limited (the “Company”) at the third hearing of the Petition by the Companies Court on 19 January 2026.

II.  HISTORY

2.The Petitioner presented the Petition on 17 September 2025 (the “Petition”) for a debt over HK$2,000,000 representing the outstanding rent due and owing to the Petitioner for the period from June 2025 to August 2025 (the “Debt”).

3.The Petition was first heard in the Companies Court on 15 December 2025. At the hearing, the Company did not dispute the Debt. However, the Company sought a short adjournment on the evidence that the there was an investment proposal, which, if concluded, would enable the Company to obtain funds to pay the Debt. The evidence did not disclose much detail about the investment proposal, but did give some concrete timeline of when to settle the Debt, namely, to settle the Debt by 6 monthly instalments starting on 2 February 2026. In the Company’s Skeleton Submissions for that first hearing, the Company even made a better offer, namely, “to repay the Debt in two equal instalments on 12 January 2026… and 16 February 2026”: see Company’s Skeleton Submissions dated 11 December 2025 §4.

4.As regards the identity of the potential investor who would give the fund and as regards details of the funding, the Company said that it was seeking consent from the potential investor to disclose the same. Having considered the shortness of the adjournment and some concrete timeline of when to settle the Debt, I granted a short adjournment until 12 January 2026, the very first instalment which the Company should make according to its offer in the Skeleton Submissions. I gave oral reasons for allowing the short adjournment. At the end of my oral reasons for my decision to adjourn the matter, I made it clear that:-

“The Company is reminded that to seek another adjournment, the evidence of the investment proposal should be sufficiently detailed to show that there are good prospects that sufficient funds would be injected into the Company, or else there is at least a reasonable chance that I would make a winding up order at the adjourned hearing.”

5.However, on 12 January 2026, the Company filed no evidence at all, and made no payment, not even partial payment, at all. In its Skeleton Submissions for that second hearing, it sought yet another adjournment for six-weeks. During the hearing, its Counsel changed to seek a one-week adjournment until 19 January 2026, with the Company’s undertaking to file an affirmation on 12 January 2026 afternoon, the contents of which the Company’s Counsel read word by word to the Court, as follows:-

“(1) The terms of the funding from the funder have been approved, and the documentation is ready pending signature by an authorised person of the funder who is presently out of town. The funder is aware of the ongoing proceedings and is willing to provide the Company with a part of the funding before signing the documents to settle the Petitioner’s debt.

(2) However, as the Company’s bank account is presently frozen, the Company has been working with the funder to remit the funds to the Company’s director, Mr Ricky Liu or a related party, so that the debt could be repaid.

(3) Originally, the funds were expected to arrive last Friday [that is, 9 January 2026], but the remitter had encountered certain issues with the funds going through the clearing system. The funder has made instructions for the remission of the funds as soon as practicable (before last Friday) after agreeing to provide the Company with a part of the funds before signing the documents to settle the Petitioner’s debt.

(4) The funder is still working on the fund transfer, and funds are expected to arrive within the next 7 days. Upon the arrival of funds, the Company will be in a position to repay the Petitioner’s debt in full.

(5) In the circumstances, the Company seeks a 7-day adjournment (until 19 January 2026) of the Petition to enable the full repayment of the Petitioner’s debt.

(6) In the event the Company has not repaid the Petitioner’s debt in full by 3:30pm on 16 January 2026, or procure a bank draft/cashier’s order for the same to be delivered to the Petitioner’s solicitors, the Company does not intend to oppose an immediate winding up order.” (emphasis added)

6.Affirmation of Liu Chi Keung Ricky (“Ricky Liu”) (“Ricky Liu’s 1^st Affirmation”), a director of the Company, containing the above contents word by word, was affirmed and filed on 12 January 2026.

7.However, no repayment was made, and no bank draft or cashier order was delivered to the Petitioner as the Company promised in the said affirmation. Not even at the hearing of 19 January 2026.

8.Worse, contrary to the Company’s promise in the affirmation filed pursuant to the undertaking, at the hearing of 19 January 2026 (the third hearing), to my surprise, the Company opposed an immediate winding up order. One would think that when the Company undertook to file an affirmation saying that it would not oppose an immediate winding up order, it meant what it said. However, at the hearing of 19 January 2026, the Company submitted that there was no undertaking not to oppose the Petition, but just an undertaking to file an affirmation to depose that the Company would not oppose an immediate winding up order.

9.In the circumstances, put mildly, I had serious doubt about the credibility of the Company’ expectation of its financial ability and its seriousness towards what it said to the Court, whether through counsel or even on oath in affirmation.

III.  ANOTHER APPLICATION FOR ADJOURNMENT

10.At the hearing of 19 January 2026, the Company referred me to a draft 2^nd Affirmation of Liu Chi Keung Ricky (the “Draft 2^nd Affirmation”). This time, the same Ricky Liu explained that he had continued the negotiation with the unidentified investor and on 15 January 2026, the unidentified investor gave instructions to remit fund to Rick Liu’s personal account. I immediately noted that what Ricky Liu said in the Draft 2^nd Affirmation was contrary to what he said in Ricky Liu’s 1^st Affirmation, namely, “the terms of the funding from the funder have been approved” merely “pending signature by an authorised person of the funder who is presently out of town”. If the terms had been approved, there was no reason why the Company still had to continue the negotiation. What would remain would be, and this was the impression Ricky Liu’s 1^st Affirmation tried to give, formality and technical matter of the remittance and transfer of the fund in question. In this regard, there was yet another contradiction: in Ricky Liu’s 1^st Affirmation, he alleged that the fund was expected to arrive by 9 January 2026 but for the problem in the clearing system as at 12 January 2026, and as at 12 January 2026, “the funder has made instructions for the remission of the funds” (emphasis added), but now in the Draft 2^nd Affirmation, Ricky Liu alleged that it was on 15 January 2026 when the unidentified investor gave instructions for remission of fund.

11.I must say that the Company’s evidence through Ricky Liu, whether in terms of what it promised the Court, or in terms of what it told the Court about the funding, was unreliable.

12.In the Draft 2^nd Affirmation, Ricky Liu further alleged that while the remittance of the fund to his personal account was cleared in the morning of 16 January 2026 (Friday), the deadline by which the Company would have to deliver the bank draft or cashier order, his relationship manager told him that the withdrawal of the remitted fund was pending approval of the bank’s risk management team. According to Ricky Liu, the next day, 17 January 2026, the bank’s approval was still not forthcoming. Ricky Liu alleged that he explained the urgency to the bank with reference to the Petition. However, despite the explanation of the urgency to the bank, as at the third hearing of 19 January 2026, no fund could have been withdrawn.

13.To the Draft 2^nd Affirmation was exhibited no agreement between the Company and/or Ricky Liu and the unidentified investor or any documentary evidence of any sort of agreement between them that could assure the Court that funds would really be forthcoming. I was not in any position to assess what impact the funding would have on the financial position of the Company. The only exhibit to the Draft 2^nd Affirmation was a captured screen of a bank account of Ricky Liu showing “income of current month” of HK$3,313,499.70. There was not even an entry which should have been available online to show the date of the incoming fund to support Rick Liu’s allegation that the fund was remitted to his personal account on 15 January 2026. There was not even any evidence of remittance of fund from the unidentified investor (for example, remittance advice). In short, the exhibit to the Draft 2^nd Affirmation did not show where and when the fund came from.

14.At the hearing, the Company, through counsel, told me that he would be able to withdraw the fund and so the Company would be able to pay to the Petitioner by 20 January 2026. Therefore, the Company sought yet another adjournment of seven days.

IV.  ANALYSIS AND DISPOSITION

15.Having considered the following:-

(1)  The Company did not dispute the Debt;

(2)  The Company had failed twice to make payment in breach of what it promised through affirmation on oath and/or by counsel, namely, failed to make any payment on 12 January 2026 as promised on 15 December 2025, and failed to make payment on 16 January 2026 as promised on 12 January 2026;

(3)  The Company still opposed an immediate winding up order despite what it promised, namely, it would not do so if it would fail to make payment on 16 January 2026;

(4)  By the end of the hearing of 12 January 2026, the Company well knew that a winding up order would very likely be made if no draft order or cashier order would be delivered to the Petitioner by 3:30pm on 16 January 2026, but even on the Draft 2^nd Affirmation, still the Company as well as the unidentified investor waited until 15 January 2026 to have the fund remitted, and there was no reason for such delay except that there had been negotiation;

(5)  However, as I explained and found above, I found the Company’s evidence unreliable. I did not accept that the Company would still have to negotiate until 15 January 2026 as alleged in the Draft 2^nd Affirmation, because such an allegation was contrary to what Ricky Liu’s 1^st Affirmation where Ricky Liu said essentially that fund had been approved and what remained was formality and remittance;

(6)  In any event, if the parties had still to take so much time to conduct the negotiation, they took the risk with their eyes wide opened to it; and

(7)  Further and in any event, there was no reliable evidence as to the Company’s ability to settle the Debt, and as to the financial impact of unidentified investor’s investment on the Company’s position;

I refused any further adjournment and saw fit to make a usual winding up order against the Company.

Ms Tina Mok, instructed by CFN Lawyers LLP, for the Petitioner

Mr Edward Tsui, instructed by Kwok Yih & Chan, for the Company

Ms Joyce Ng, of Official Receiver’s Office, for the Official Receiver