Re Ourgame International Holdings Ltd (in Official Liquidation)

HCMP 842/2026

[2026] HKCFI 4671

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 842 OF 2026

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________________

BY

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REASONS FOR JUDGMENT

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1.Ourgame International Holdings Limited is incorporated in the Cayman Islands (“Company”) and listed on the Main Board of the Hong Kong Stock Exchange (stock code 6899), although trading in its shares was suspended on 4 March 2026. On the 3 March 2026 the Company was wound up in the Cayman Islands on the grounds of insolvency. Christopher Kennedy of Alvarez & Marsal Cayman Islands Limited and Wing Sze Tiffany Wong of Alvarez & Marsal Asia Limited were appointed joint official liquidators of the Company (“Liquidators”). On 20 April 2026 the Cayman Court ordered issue of a letter of request seeking recognition by the Hong Kong Court of the Liquidators and an order granting by way of assistance certain powers to the Liquidators in Hong Kong. The powers sought in the originating summons are as follows:

“3. The JOLs have and may exercise such powers as are available to them under the Winding Up Order and as a matter of the laws of the Cayman Islands and would be available to them under the laws of Hong Kong as if they had been appointed liquidators of the Company under the laws of Hong Kong and, in particular, but without prejudice to the generality of the foregoing for the following purposes:

i. to request and receive from third parties documents and information concerning the Company and its promotion, formation, business dealings, accounts, assets, liabilities or affairs including the cause of its insolvency;

ii. to locate, protect, secure and take into their possession and control all assets and property within the jurisdiction of the Hong Kong Court to which the Company is or appears to be entitled;

iii. to locate, protect, secure and take into their possession and control the books, papers, and records of the Company including the accountancy and statutory records within the jurisdiction of the Hong Kong Court and to investigate the assets and affairs of the Company and the circumstances which gave rise to its insolvency. The books, records and documents of the Company include:

(1) emails exchanged and other correspondence between the Company and its service providers, and the Company and other third parties; and

(2) any documents and information provided by the Company to its auditors and provided by the auditors to the Company in relation to the audit work;

iv. to take all necessary steps to prevent any disposal of the Company’s assets and, in particular, to secure any credit balances in any bank accounts in the name or under the control of the Company within Hong Kong;

v. so far as may be necessary to supplement and to effect the powers set out at subparagraphs (i) to (iv) above, to make applications to the Hong Kong Court in their own names or in the name of the Company on behalf of and for the benefit of the Company, names or in the name of the Company on behalf of and for the benefit of the Company, including any applications for orders for the transfer or delivery up of documents belonging to the Company and/or examination of any relevant person to facilitate the JOLs’ investigations into the assets and affairs of the Company and the circumstances which gave rise to its insolvency, in furtherance of the liquidation of the Company;

vi. to operate and open or close any bank accounts in the name and on behalf of the Company for the purpose of collecting the assets and paying the costs and expenses of the JOLs; and

vii.  to retain and employ barristers, solicitors or attorneys, accountants and/or such other agents or professional persons as the JOLs consider appropriate for the purpose of advising or assisting in the execution of their powers and duties under the Order to be sought by the JOLs.”

2.The Liquidators accept for the purpose of this application that the Company’s centre of main interest (“COMI”) is in Hong Kong and not the Cayman Islands.  This is relevant for the following reasons.  In Re Global Brands Group Holdings Ltd[1] I considered the basis upon which the Hong Kong Court should in the future recognise a liquidator appointed over a foreign company by a foreign court.  It is not necessary to repeat the comprehensive analysis in that judgment.  The relevant conclusions are these.  First, there is a distinction between recognition of a foreign office holder and granting assistance to a foreign officer holder[2].  Secondly, the orthodox common law position at the time was that the court may recognise a foreign insolvency process and office holder if two criteria are met: the process is a collective insolvency proceeding and the process is opened in the company’s place of incorporation[3].  Thirdly, that in future the criteria for recognition and assistance would primarily be whether the foreign insolvency process is opened in the company’s COMI[4].  As is clear from Global Brands this analysis was concerned primarily with the circumstances in which an order for common law assistance to a foreign liquidator should be granted.  However, in Global Brands I explain that recognition and some assistance could be provided to a liquidator appointed in the place of incorporation even if it was not the location of the company’s COMI.  The reason is to be found summarised in Rule 187(2) of The Conflict of Laws[5]: “All matters concerning the constitution of a corporation are governed by the law of the place of incorporation”.  The law of the place of incorporation determines the identity and powers of the person or persons, who are responsible for the administration and management of a company’s affairs.  In a case such as the present the law of the Cayman Islands determines, who is empowered to act on behalf of the Company and the precise ambit of those powers[6].  In [16] of Global Brands I refer to Lord Sumption’s judgment in Singularis Holdings Ltd v PricewaterhouseCoopers[7] in which his Lordship says at [12]:

“[E]ven without a winding up, the court could, on ordinary principles of private international law, have recognised as a matter of comity the vesting of the company’s assets in an agent or office-holder appointed or recognised under the law of its incorporation. For many years before a corresponding rule was recognised for the winding up of foreign companies, the principle had been applied in the absence of any statutory powers to the English moveable assets of a foreign bankrupt which had been transferred to an office-holder in an insolvency proceeding under the law of his domicile.”

3.Later in Global Brands I discuss considerations in determining whether Hong Kong should adopt COMI as the primary criterion for recognition.  In [40]–[41] I say this:

“40. Fourthly, whether an inconsistency between the principles of private international law and the principles of recognition and assistance, the former supporting recognition of foreign office-holders appointed in the country of incorporation as the company’s lawful agents in accordance with agency theory and ordinary conflict of laws principles for corporations and the latter supporting recognition largely determined by COMI, will cause practical problems. In my view not. The COMI test is relevant in cases in which a foreign liquidator requires more than an order that confirms the liquidator’s status and rights arising from his appointment in the place of incorporation (which is justified by orthodox principles of private international law) and seeks a power necessary to exercise a right in furtherance of a liquidation (which engages the principle of modified universalism); the sort of order referred to by Lord Sumption in [23] of Singularis[8], albeit on the assumption that the Liquidator had been appointed in the place of incorporation and this justifies recognition:

‘[T]he right and duty to assist foreign office-holders which the courts have acknowledged on a number of occasions would be an empty formula if it were confined to recognising the companies title to its assets in the same way as any other legal person who has acquired title under a foreign law, or to recognising the office-holders right to act on the company's behalf in the same way as any other agent or company appointed in accordance with the law of its incorporation. The recognition by a domestic court of the status of a foreign liquidator would mean very little if it entitled him to take possession of the company’s assets but left him with no effective means of identifying or locating them.’

41. Fifthly, cases where the location of the COMI is unclear. In my view where the location of COMI is unclear, the Court may nevertheless grant recognition and assistance if for practical reasons it is necessary and the foreign insolvency process is in the place of incorporation. This type of pragmatic approach was supported by Abdullah JC in Re Opti-Medix Ltd[9]:

‘Aside from a common law COMI test, the recognition of the Tokyo order could also be justified on practical grounds. Where the interests of the forum are not adversely affected by a foreign order, the courts should lean towards recognition. This approach could be justified on the bases of not only comity but also of business practicality. In the present case, the interests of Singapore creditors were protected by the undertaking …, and there was no competing jurisdiction interested in the winding up of the Companies. On the other hand, the jurisdiction which had the greatest interest, Japan, had moved in favour of liquidation. To hinder the orderly dissolution of the Companies in this situation would serve no purpose. The decisions in both Re Lee Wah Bank … and Re RussoAsiatic Bank … could perhaps be explained on this practical basis.’”

4.There is a distinction between the basis for recognition of a foreign liquidator on the grounds of established common law principles providing for recognition and assistance of a foreign insolvency process, which accord with the principes of modified universalism discussed earlier in Global Brands and recognition of a foreign office holder appointed in accordance with the law of the place of a company incorporation on the ground of the established private international law principle that questions of the constitution and internal management of a company are determined in accordance with the law of the place of incorporation[10].  The above quoted paragraphs are acknowledging this distinction and explaining how the distinction is relevant.  In simple cases if one is considering the terms of an order for recognition and assistance sought by a liquidator appointed in the company’s COMI granted pursuant to common law principles for recognition and assistance of a foreign liquidator and an order for recognition and assistance of a foreign liquidator appointed in the place of incorporation, which is not also the company’s COMI, there may be no material difference in their language, but this does not mean that there is a distinction without difference.  The difference is recognised in (1) Re RZ3262019 Ltd[11], which concerned an application for recognition by liquidators appointed in the British Virgin Islands of a company incorporated there and (2) explained in the context of voluntary liquidations in Re Joint Provisional Liquidators of Seahawk China Dynamic Fund[12].  It was accepted that the company’s COMI was probably in the Mainland.  I granted recognition and assistance in those cases on established principles of private international law.  More recently in Re Joint Liquidators of Bull’s Eye Ltd[13] DHCJ Le Pichon in [22]–[25] granted recognition and assistance to a liquidator appointed over a company incorporated in the Cayman Islands and, which it was likely had its COMI in Hong Kong where it had been listed, in order for the liquidator to obtain control of the company’s assets in Hong Kong.  In [22]–[25] DHCJ Le Pichon summarises the basis on which a liquidator appointed in the place of incorporation, which was, or is not, the COMI, can be recognised, namely, under established principles of private international law.

5.In his written submissions in support of the application Mr John Chan, who appeared for the Liquidators, appeared to contend that the recognition based on either COMI or place of incorporation was a distinction without a difference and from that premise reasoned that a foreign liquidator appointed in the place of incorporation was entitled to the same assistance as a foreign liquidator appointed in the COMI.  He did so based on a recent and brief summary of the principles by Linda Chan J in Re USUM[14]. USUM concerned an application by the administrators appointed in Chongqing of USUM, which was incorporated in the Mainland, for recognition of the administrators and USUM’s bankruptcy restructuring in the Mainland.  As can be seen from [36]–[38] the focus of the decision was the novel application for recognition of the restructuring in the Mainland.  I note in passing that from [49(2)] & [(3)] the decision in Seahawk China Dynamic may not have been brought to Chan J’s attention. In [50] Chan J agrees with Global Brands.  In [59] Chan J says this:

“The criteria for recognition and assistance may be summarised as follows:

(1) The court may recognise the appointment of a foreign insolvency office-holder where:

(a) The foreign proceedings are collective insolvency proceedings;

(b) The foreign proceedings are conducted in the jurisdiction of the company’s place of incorporation or where its COMI is located; and

(c) Recognition is not barred on grounds of public policy, fraud or breach of natural justice, or the enforcement of foreign penal or revenue laws.

(2) The court may grant assistance to a foreign insolvency office-holder where:

(a) The appointment of the foreign insolvency office-holder is recognised under Hong Kong law;

(b) The power which the office-holder invites the court to exercise or confer is of a nature which the court has recognised at common law or which is proper for the court to exercise having regard to the proper exercise of the judicial function;

(c) The order sought is one which can be made under the law by which they were appointed;

(d) The assistance is necessary for the administration of the foreign winding-up or the performance of the office-holder’s functions; and

(e) The order sought is consistent with the substantive law and policy of the Hong Kong court.”

6.Mr Chan argued that [59](1) does not suggest any material distinction between recognition of foreign proceedings in the place of incorporation or where its COMI is located other than, which of the two sets of facts are relied on.  He then reasoned that [59](2) applies in the same way to foreign liquidators regardless of whether they have been recognised as being appointed by a court in the company’s place of incorporation or where its COMI is located.  I disagree.  The summary presupposes the distinction that I have explained as demonstrated by Chan J’s express agreement with Global Brands.  The practical relevance of this is illustrated by the assistance which is sought in the present case.

7.Sub-paragraphs 3(i) to (iv) and (vi) to (vii) of the originating summons that I quoted at the beginning of these Reasons are conventional for assistance granted to foreign liquidators whether appointed in the place of incorporation or the location of the COMI assuming that the other pre-conditions are satisfied, namely, that the foreign insolvency process is collective, what is sought is consistent with the terms of the order appointing them and Hong Kong law and the need for recognition and assistance is demonstrated[15]. What, however, is sought in the present case goes further.  First, in the introductory paragraph of [3] an order is sought that the Liquidators may exercise such powers …… “and would be available to them under the laws of Hong Kong as if they had been appointed liquidators of the Company under the law of Hong Kong and, in particular and secondly, in….(in subparagraph v) ….make applications to the Hong Kong Court … for …. and/or examination of any relevant person to facilitate the JOLs’ investigations into the assets and affairs of the Company and the circumstances which gave rise to its insolvency, in furtherance of the liquidation of the Company”.  This departs from the standard order, which the court provided by way of guidance in CEFC Shanghai International Group Ltd[16]. The words “and would be available under the laws of Hong Kong” and a power to seek an order for examination have been specifically removed from previous orders sought by foreign liquidators leading up to CEFC Shanghai. The reason is illustrated by Chan J’s own observations in Re Up Energy Development Group Ltd[17], in which Chan J states that the common law power of assistance did not permit the court “to make the provisions under the [Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)] available to the Bermuda Liquidators or the Company in the absence of a winding up order made by the Hong Kong court.”  It is correct as explained in [16] and [47] of Global Brands citing Singularis, that powers can be made available at common law to assist a foreign liquidator or by applying established private international law principles in cases in which the foreign liquidator is being recognised not because he is administering a foreign collective insolvency process, but because under the law of the place of incorporation the foreign liquidator has the power, normally by virtue of a combination of an order of appointment and domestic legislation, to act on behalf of the company; what are referred to in cases such as Global Brands[18] and Re Opti-Medix Ltd[19] as managerial assistance or what might be termed agentic powers.  However, it is not clear the extent to which a foreign liquidator can at common law be given powers, which mirror those conferred by the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Cap. 32 (“Ordinance”), and are peculiar to the statutory insolvency regime.  In my view it would be wrong to give powers, which a Hong Kong liquidator has pursuant to the Ordinance, to a foreign liquidator, whose office and powers are recognised on the private international law grounds rather than as common law recognition and assistance of a foreign insolvency process.  To do so would be objectionable for reasons explained in the context of voluntary liquidations in Re Supreme Tycoon Ltd[20].

8.I am satisfied that the requirements are met for recognising a foreign liquidator appointed in the place of incorporation including the need, which is demonstrated by the affirmation of Ms Wong, for an order from a Hong Kong court in order to obtain documents from banks and auditors and granting express powers to facilitate the process of obtaining documents, information generally and protecting the assets of the Company in Hong Kong.  I will make an order in the following terms:

(1)  The official liquidation of the Company be recognised by this Court;

(2)  The appointment of Christopher Kennedy of Alvarez & Marsal Cayman Islands Limited, 2^nd Floor Flagship Building, 142 Seafarers Way, George Town, Grand Cayman, KY1-1104 and Wing Sze Tiffany Wong of Alvarez & Marsal Asia Limited, 14/F St. George’s Building, 2 Ice House Street, Central, Hong Kong as joint official liquidators of the Company (“JOLs”) pursuant to the Winding Up Order dated 3 March 2026 (“Winding Up Order”) be recognised by this Court;

(3)  The JOLs have and may exercise in the Hong Kong Special Administrative Region the following powers:

(i)  to request and receive from third parties documents and information concerning the Company and its promotion, formation, business dealings, accounts, assets, liabilities or affairs including the cause of its insolvency;

(ii)  to locate, protect, secure and take into their possession and control all assets and property within the jurisdiction of the Hong Kong Court to which the Company is or appears to be entitled;

(iii)  to locate, protect, secure and take into their possession and control the books, papers, and records of the Company including the accountancy and statutory records within the jurisdiction of the Hong Kong Court and to investigate the assets and affairs of the Company and the circumstances which gave rise to its insolvency. The books, records and documents of the Company include:

(1)  emails exchanged and other correspondence between the Company and its service providers, and the Company and other third parties; and

(2)  any documents and information provided by the Company to its auditors and provided by the auditors to the Company in relation to the audit work;

(iv)  to take all necessary steps to prevent any disposal of the Company’s assets and, in particular, to secure any credit balances in any bank accounts in the name or under the control of the Company within Hong Kong;

(v)  so far as may be necessary to supplement and to effect the powers set out at subparagraphs (i) to (iv) above, to make applications to the Hong Kong Court in their own names or in the name of the Company on behalf of and for the benefit of the Company for further orders and relief.

(vi)  to operate and open or close any bank accounts in the name and on behalf of the Company for the purpose of collecting the assets and paying the costs and expenses of the JOLs; and

(vii)  to retain and employ barristers, solicitors or attorneys, accountants and/or such other agents or professional persons as the JOLs consider appropriate for the purpose of advising or assisting in the execution of their powers hereunder;

(4)  Anything that is authorised or required to be done by the JOLs may be done by all or any one or more of the persons appointed;

(5)  If the JOLs wish to apply for a stay or other directions in respect of proceedings in the High Court of any sort as a consequence of the recognition of their appointment by this Order, such application shall in the first instance be made in writing to the clerk to Mr Justice Harris.  The JOLs shall write to the clerk to Mr Justice Harris seeking case management directions for any application that they wish to make pursuant to this Order;

(6)  The JOLs do have liberty to apply; and

(7)  The costs of this application be paid out of the assets of the Company as an expense of the official liquidation.

9.I would note that if the Liquidators take the view that they need to use the powers available to a Hong Kong liquidator they can consider applying to wind up the Company in Hong Kong.  There are three core requirements that must be satisfied before the court will wind up a foreign incorporated company, which as a matter of private international law should normally be wound up in the place of its incorporation.  First, there has to be sufficient connection with Hong Kong, secondly, there must be a reasonable possibility that the winding-up order would benefit those applying for it and thirdly, the court must be able to exercise jurisdiction over one or more of the persons in the distribution of the company’s assets[21]. It would appear likely that the first and second criteria are satisfied.  I have no evidence in respect of the third, but on the assumption that this is also likely the Liquidators have the option of considering a more conventional way of seeking access to the powers that the formulation of the application in the originating summons and Mr Chan’s submissions seek.

Mr John CK Chan, instructed by Slaughter & May, for the Applicants