Case Document

100%Judiciary

HCCW 258/2018

[2026] HKCFI 4157

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO. 258 OF 2018

_______________________

	IN THE MATTER of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
	And
	IN THE MATTER of PRIMLAKS (H.K.) LIMITED (in liquidation) (“Company”)

_______________________

Before:

Deputy High Court Judge Le Pichon in Chambers (by paper disposal)

Date of the Liquidators’ Written Submissions on Costs:	9 July 2026
Date of the Creditor’s Written Submissions on Costs:	9 July 2026
Date of Ruling on Costs:	24 July 2026

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RULING ON COSTS

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1.This is the Liquidators’ application by Summons dated 9 June 2026 (the “Variation Summons”) to vary the costs order nisi in their favour (to an award of costs on an indemnity basis) following the dismissal on 2 June 2026 of OPLLC’s Summons dated 23 June 2023 to reverse the Adjudication Notices issued by the Liquidators (the “Summons”).

2.In this Ruling on Costs, the nomenclature used in the Decision of this Court of 2 June 2026 (“Decision”) is adopted. Reference should be made to the Decision for the relevant background and reasons underpinning the dismissal of the Summons.

Applicable principles

3.In The Bar Council v Sio Chan in, Devin [2024] HKCA 914 at §6, the Court of Appeal agreed with the following propositions:

(i) The discretion of the Court to award indemnity costs under RHC O. 62 is not fettered or circumscribed beyond the requirement that indemnity costs must be appropriate.

(ii) An award of indemnity costs is not confined to cases brought with an ulterior motive, for an improper purpose, or where there was some deception or underhand conduct of the losing party.

(iii) The attributes of the parties and the character of the proceedings are not irrelevant to the exercise of the discretion to award indemnity costs.

(iv) The grounds for making such an order must be connected with the case and might extend to any matter relating to the litigation and the parties’ conduct in it, and also to the circumstances leading to the litigation[1].

(v) The pursuit of unarguable, weak or thin points, or points plainly wrong in law, can result in indemnity costs[2].

4.OPLLC does not challenge the correctness of those principles. Yancrown Limited v Chan Wai Piu [2022] HKCFI 1555 at §46 (which OPLLC cites) is not inconsistent with the proposition set out in §3(v) above and, in any event, the CA Judgment is binding on this Court.

5.As noted in §23 of the Decision, the principal issue between the parties is whether the limitation period for bringing a claim to enforce the outstanding Scheme Bank Debt and the Trade Bank Debt (collectively, the “Debts”) had been extended beyond the date of the Company’s winding up by the accrual of a fresh cause of action upon the Company’s acknowledgement of the Debts.

6.After the Company was wound up on 12 August 2019, OPLLC submitted the Proofs in October/November 2019. The Liquidators were appointed in November 2020.

OPLLC’s contentions

7.Between 10 January 2022 and the hearing of the Summons on 20 May 2026, a period of over 4 years, OPLLC advanced no fewer than 7 contentions in a piecemeal fashion as to why the Debts were not time-barred.

8.They can be summarised as follows:

Contention Relevant debt Date advanced

(i) no demand SBD 10 January 2022

(ii) s.7 LO[3] SBD 7 September 2022

(iii) audited accounts The Debts 15 April 2024

(iv) Renew The Debts 15 April 2024

(v) SOA The Debts 15 April 2024

(vi) estoppel The Debts 15 April 2024

(vii) derivative action The Debts 27 October 2025

9.Contentions (i), (ii), (iii), (iv) were abandoned either before the filing of (a) the supporting affirmation on 3 November 2025, or (b) OPLLC’s skeleton on 6 May 2026 or (c) at the hearing of the Summons on 20 May 2026. OPLLC’s supporting affirmation did not mention, much less address, contention (v). The abandonment of those contentions speaks to their total lack of merits.

10.At the hearing, OPLLC relied on contentions (v) and (vii) which the Court rejected for the reasons set out in the §§27-48 and §§49-63 of the Decision.

11.OPLLC’s written submissions opposing the Variation Summons seek to read into §41 of the Decision some support for its SOA contention. Properly read, §41 provides no such support as is evident from the reasons set out in §§42-47 of the Decision.

12.OPLLC’s derivative action contention is equally devoid of merit as explained in the Decision. Further, OPLLC also misreads §§61-62 of the Decision as offering some support for its estoppel contention.

Stalling the adjudication of the Proofs and determination of the Summons

13.The Liquidators submit that OPLLC has stalled the adjudication of proofs and determination of the Summons:

(1) Looking at the timeline, OPLLC took more than 18 months after the Liquidators’ rejection of OPLLC’s arguments in September 2022 to come up with new arguments as to why the Debts were not time-barred:

(i) the Liquidators informed OPLLC on 29 September 2022 that they stood by the view that the Debts were time-barred unless OPLLC could convince the Liquidators to the contrary;

(ii) it was not until 15 April 2024, the final deadline for the filing of the supporting affirmation to the Summons that OPLLC’s solicitors sent a letter (and not an affirmation) setting out OPLLC’s contentions in §8(i), (iii)-(vi) above and without producing any documents to substantiate the same.

(2) After the Liquidators sent out the Adjudication Notices rejecting the Proofs on 2 August 2024,

(i) OPLLC failed to comply with Rule 95 of CWUR which required the filing of an application to reverse the Adjudication Notices within 21 days (i.e. by 23 August 2024).

(ii) the Liquidators had to obtain an unless order on 2 October 2024 to compel OPLLC to file the Summons by 30 October 2024 which OPLLC did but without filing any affirmation in support of the Summons.

(3) OPLLC delayed filing its affirmation in support of the Summons for another year:

(i) On 15 November 2024, the parties filed a consent summons with a view to facilitating without prejudice negotiations. As no progress was made, the Liquidators gave OPLLC notice to restore the Summons pursuant to which OPLLC was required to file its supporting affirmation by 14 July 2025 which it failed to do.

(ii) OPLLC had to be compelled to do so by yet another unless order[4] to file its supporting affirmation which it ultimately did on 27 October 2025, the deadline of the unless order.

Obstructing the sale of the Properties

14.The Liquidators further submit that OPLLC’s delay in pursuing its challenge, leaving the adjudication of the Proofs in abeyance, caused prejudice to the administration of the liquidation as the Charges remained as encumbrances on the Properties preventing their sale.

15.One of the Properties is of significant value, estimated to be worth HK$95 million as of 11 December 2019[5].

16.In their letter of 2 June 2023 to OPLLC, the Liquidators explained the need for (a) the Charges to be released and discharged before the Liquidators could sell the Properties; and (b) the injunction order of 2 August 2018 obtained by the late Ramchand Hemnani (“Ram”) in HCMP 879/2018 (“HCMP 879”) registered against the Properties to be discharged.

17.Suffice it to say that OPLLC took a different view as regards the Charges, stating that the usual practice was for charges to be released at completion, maintaining that there was no reason why the Liquidators should not commence procedures for their sale. This resulted in a back-and-forth on the issue over an extended period of time.

18.On 8 October 2024, the Liquidators suggested that the discharge of the Charges and injunction order could be without prejudice to OPLLC’s rights to challenge the Adjudication Notices.

19.Almost a year later, on 3 October 2025, OPLLC’s solicitors indicated that they would apply for a formal grant of probate for Ram’s estate and an order to carry on HCMP 879, permitting a joint application with the Liquidators to discharge the injunction order. Despite this, all that has been done to date was the filing of a notice to act on 17 May 2026 by OPLLC’s solicitors, indicating OPLLC’s intention to apply for a carryon order.

20.OPLLC’s submission is that even if the Liquidators are correct that the Charges must first be discharged before the Properties can be put on the market, it makes no difference because until the injunction is discharged, the Properties cannot be sold.

21.It further submits that it was open to the Liquidators to make an application to the Court on behalf of the Company to discharge the injunction instead of requesting and relying on other parties to do so.

22.Given the letter of 3 October 2025[6], it is somewhat disingenuous for OPLLC to turn the tables and, instead, blame the Liquidators for inaction.

Disposition

23.Taking an overall view of these proceedings, I have no hesitation in concluding that OPLLC’s challenge to the Adjudication Notices was entirely devoid of merit. The fact that the Liquidators had to resort to unless orders to compel OPLLC to take out the Summons and to file its supporting affirmation speaks to OPLLC’s obstructive approach and conduct in challenging the Adjudication Notices, compounded by its failure to vacate the registration of the Charges.

24.OPLLC first proposed the preparation of a draft formal agreement of the cross undertakings to be given by each party on 23 October 2025[7]. Even as of 9 July 2026, there has been no response to the Liquidators’ request made on 14 May 2026 for the draft formal agreement, despite the Liquidators’ confirmation of the revised wording of the cross undertakings.

25.I consider this an appropriate case to award costs on an indemnity basis, to mark the Court’s disapproval of OPLLC’s conduct relating to the Proofs and the Summons challenging the Adjudication Notices.

26.Accordingly, I make an order in terms of paragraph 1 of the Variation Summons.