Yan Chenmin and Another v. Ou Yang Sai Nan and Others

HCMP 1500/2022

[2025] HKCFI 690

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1500 OF 2022

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D E C I S I O N

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1.I have before me an originating summons issued on 7 October 2022 seeking an order pursuant to section 42 of the Companies Ordinance (Cap. 622) that alterations are made by the Registrar of Companies, who is not opposed to this application, to the corporate records kept in the Registry in respect to the 2^nd Respondent.

2.The order that I have just made is in the following terms:

(1)  Form ND2A─Notice of Change of Company Secretary and Director (Appointment / Cessation) filed on 22 November 2021 (Ref No. 22902484884) be declared null and void, and be removed from the Companies Register;

(2)  Form NSC1─Return of Allotment filed on 17 December 2021 (Ref No. 23700742397) be declared null and void, and be removed from the Companies Register;

(3)  The 3^rd Respondent do rectify the information in the Companies Register by restoring the 1^st Applicant and 2^nd Applicant as directors of the 2^nd Respondent and removing the 1^st Respondent as a shareholder of the 2^nd Respondent; and

(4)  The costs of and occasioned by the Originating Summons be summarily assessed at HK$88,000 and paid forthwith by the 1^st Respondent to the 1^st and 2^nd Applicants.

3.This case is factually very similar to Cheung Wai Man Elmo v Ko Hok Shing[1].  It would appear that somebody, probably resident in the Mainland, has caused the falsification of the records at the Companies Registry to show the removal of the directors of the Company and an allotment of shares as, presumably, part of a plan to takeover the Company.

4.The Applicants had had some difficulties serving the 1^st Respondent, who would have appear from the information filed at the Companies Registry, is the person who has possibly instigated and effected the changes.  This has proved difficult, but I am satisfied that service has been effected and that if the 1^st Respondent had any grounds to oppose the application,  he has had notice of it and the opportunity to do so.

5.In the circumstances, for the reasons that I accepted justify not just the correction of the Register, but the removal of the false and misleading information in Cheung Wai Man Elmo v Ko Hok Shing, I will make an order to the same effect in the present case.

6.I order that the 1^st Respondent pays the Applicants’ costs of the application which I assess at HK$88,000 forthwith.

Mr Han Sheng Lim, instructed by Tung, Ng, Tse & Lam for the 1^st and 2^nd Applicants

The 1^st Respondent was not represent and did not appear

The 2^nd Respondent was not represent and did not appear

The attendance of the 3^rd Respondent was excused