The Joint and Several Receivers of the Assets of Sun Kwok Ping and Another v. Sun Kwok Ping (also known as Kwokping Sun) and Another

HCMP 958/2026

[2026] HKCFI 5292

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 958 OF 2026

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BETWEEN

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REASONS FOR DECISION

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Introduction

1.This is the substantive hearing of Sunshine Oilsands Limited’s (the “Listco”) application by Summons dated 20 July 2026 (the “ListCo Summons”) for orders that:-

(a) the injunction in paragraph 2 of the Order of the Honourable Madam Justice Linda Chan dated 18 June 2026 (the “Order”) has lapsed and/or no longer applies by reason of Mr. Sun’s compliance with his disclosure obligations under paragraph 1 thereof (the “Disclosure Determination”); and/or

(b) alternatively, the Order be varied to remove paragraph 2 thereof (the “Variation Application”), so as to permit the ListCo to proceed with a shareholder-approved fund-raising placing, originally of up to 114,280,000 shares and now, pursuant to a Third Supplemental Agreement dated 30 July 2026, of up to 205,704,000 shares (the “Placing”).

2.There are also two other summonses. First, the ListCo’s summons dated 21 August 2026 for an extension of time to file Ho’s 2^nd Affirmation. Mr Maurellet SC for the Plaintiffs sensibly took a very pragmatic view and did not object to the same. Accordingly, I made an order in terms of the ListCo’s time summons with costs to the Plaintiffs to be taxed if not agreed.

3.The ListCo also took out a summons dated 26 August 2026 to seek fortification in respect of the Order (the “ListCo Fortification Summons”) in the event that this Court refuses to allow its Variation Application.

4.At the hearing, Mr Chan for the ListCo also sensibly agreed that it is impossible for this Court, on an interlocutory basis, to determine whether Mr Sun Kwok Ping (Mr Sun), a non-party to this hearing, had complied with his disclosure obligations under paragraph 1 of the Order. The Plaintiffs submit that there was only minimum or at best partial compliance only. The whereabouts of a large number of Mr Sun’s shares are still unknown. Mr Sun is not a party to the present application. I do not see how this Court could possibly make a determination on this issue in the absence of evidence from Mr Sun. This is particularly the case when one of the major themes of Mr Chan’s submissions is that Mr Sun albeit the majority shareholder and chairman of the ListCo is a separate legal personality from the ListCo.

5.Accordingly, the only relevant application for this Court to determine is the Variation Application.

6.After hearing the parties’ submissions, I made an order in the following terms:

(1) The 1^st and 2^nd Plaintiffs are entitled to have the right to attend meetings and to exercise any votes pertaining to 162,405,841 shares of the 2^nd Defendant including but not limited to the next general meeting regarding the placement of new shares of the 2^nd Defendant and the 2^nd Defendant and/or its directors shall not cause any act to be done or steps to be taken to disallow the 1^st and 2nd Plaintiffs from exercising their voting rights attaching to the said 162,405,841 shares. For the avoidance of doubt, and for the compliance of the legal requirements under Hong Kong law:-

(a) The 1^st and 2^nd Plaintiffs are entitled to file a proxy form to vote for the said 162,405,841 shares; and

(b) The company secretary and/or custodians of shares and the 2^nd Defendant and the chairman of meetings should duly recognise the validity of such proxy form and the 1^st and 2^nd Plaintiffs’ votes on the said 162,405,841 shares.

(2) Paragraph 2 of the Order of the Honourable Madam Justice Linda Chan dated 18 June 2026 be varied by deleting sub-paragraph (ii) thereof.

(3) The 2^nd Defendant do pay the 1^st and 2^nd Plaintiffs’ costs of and occasioned by the 2^nd Defendant’s Summons, to be summarily assessed if not agreed. The 2^nd Defendant shall file and serve a list of objections to the 1^st and 2^nd Plaintiffs’ Statement of Costs within 7 days.

7.Now I give my reasons.

MATERIAL FACTS

8.The ListCo is a company incorporated under the laws of the Province of Alberta, Canada, with its shares listed on the Main Board of the Stock Exchange of Hong Kong Limited (“SEHK”) under stock code 2012. ListCo currently has 711,354,444 Class “A” common shares in issue.

9.The 1^st Defendant (i.e. Mr. Sun) is the Executive Chairman of ListCo and holds an interest in 170,962,591 shares in ListCo, representing approximately 24.03% of its total issued share capital.

10.The 1^st Plaintiff (i.e. the Receivers) are the joint and several receivers appointed over the entire assets of Mr. Sun pursuant to the Orders of this Court dated 29 April 2025 in HCCT 96, 97, 98 and 99 of 2024 (“Receivership Orders”), which involves what Mr Chan submits a private, bilateral dispute between Mr. Sun and Mr. Zhou Huiming (“Mr. Zhou”).

11.In the Orders of this Court dated 29 April 2025, it is specifically provided that:

“4. The Receivers shall have the power to do all acts and things necessary for the purpose of complying with this Order, and carrying out their functions including (without limitation) each of the following powers, namely:

(f) To exercise all rights to which a registered holder of any shares or other securities registered in the name of the Respondents is entitled including but without prejudice to the generality of the foregoing power the right to attend meetings and to exercise any votes pertaining to such shares or other securities and to direct nominees of the Respondents in whose names shares or other securities beneficially owned by the Respondents are registered and to exercise all or any such rights as the Receivers shall direct.” (Emphasis added.)

12.The Respondents include Mr Sun, the 1^st Defendant herein. The List of Identified Assets as set out in the Orders of this Court dated 29 April 2025 includes, inter alia, 17,413,790 ordinary shares of the ListCo and the entire issued share capital of Prime Union Enterprises Limited (“Prime Union”), the 2^nd Plaintiff herein, a BVI company wholly owned by Mr. Sun through which Mr. Sun holds a portion of the Subject Shares. The Receivers have taken control of Prime Union pursuant to the Receivership Orders.

13.According to Mr Sun’s statutory disclosure of interest for filed on 21 July 2025, he held 170,962,591 shares in the ListCo. The DI Form shows that the shares are held in the following manner:

(1) 38,143,790 shares were held by Mr Sun personally;

(2) 124,262,051 shares were held through Prime Union, which in turn is 100% owned by Mr Sun; and

(3) The remaining 8,556,750 shares were held by Mr Sun’s wholly owned company Tai Feng Investments Ltd (“Tai Feng”).

14.The Plaintiffs, in aggregate, presently own 162,405,841 shares in the ListCo (the “Subject Shares”). Pursuant to the Orders of this Court dated 29 April 2025, there is no reason why the Plaintiffs are not entitled to vote on the Subject Shares.

15.By a summons dated 15 June 2026, the Receivers and Prime Union applied for, inter alia, (i) orders compelling disclosure of the whereabouts of the Subject Shares; and (ii) an injunction mandating ListCo to recognise the Receivers’ right to vote in respect of the Subject Shares (the “Plaintiffs Summons”).

16.The Plaintiffs’ Summons was heard before Madam Justice Linda Chan on 18 June 2026 (the “Hearing”).

17.This Court is informed that at the Hearing, Madam Justice Linda Chan declined to grant the reliefs sought in the Plaintiffs’ Summons, noting inter alia that the reliefs sought would be tantamount to granting a recognition order for the Receivers in Canada, ListCo’s place of incorporation. Instead, her Ladyship made the Order, which reads as follows:-

“1. The 1^st Defendant do by 24 June 2026 disclose the whereabouts of the 1^st Defendant’s and the 2^nd Plaintiff’s shareholding in the 2^nd Defendant, including any nominees or corporate vehicles that hold such shares on behalf of the 1^st Defendant and/or the 2^nd Plaintiff;

2. The 2^nd Defendant be restrained from (i) altering the composition of its board of directors and (ii) its shareholding structure as of 18 June 2026, including not to issue any new shares and new equity including convertible bonds, warrants, and options, which entitle the holder to acquire new shares in the 2^nd Defendant whatsoever, until the 1^st Defendant’s compliance with paragraph 1 of this Order, until further order of the Court or the written agreement of the 1st and 2nd Plaintiffs.”

ANALYSIS AND DETERMINATION

18.Mr Chan for the ListCo submitted that the Placing is of existential importance to the survival of the ListCo as the funds raised have to be used to, inter alia, fulfil regulatory requirements in order for ListCo to continue operating its sole revenue generating project – “West Ells”. West Ells is an oil sands project located in the Athabasca oil sands region of Alberta, Canada that has commenced operation since 1 March 2017. Mr Maurellet SC for the Plaintiff submitted otherwise. I do not find it meaningful or necessary to embark on a detailed assessment of the commercial necessity of the Placing and to decide, on balance, who is right.

19.Such commercial decision is not for the Court but for the shareholders of the ListCo. I am of the view that shareholders’ democracy should prevail. It is the duty of the Court to make sure that all registered shareholders’ right to vote is properly safeguarded. They should all be allowed to vote on resolutions in relation to the Placing. It is the shareholders, including the Receivers who controls the Subject Shares, that should decide whether the Placing should be proceeded with.

20.What the ListCo and Mr Sun cannot do is on the one hand impress upon this Court the extreme urgency and necessity of the Placing but on the other hand create all sorts of difficulties for the Plaintiffs to vote on the Subject Shares.

21.Mr Maurellet SC is correct that the ListCo has a very easy way to discharge the restrictions on the Placing. If it agrees to respect the the Orders of this Court dated 29 April 2025 and allows the Receivers and Prime Union to vote on the Subject Shares, then any potential placing could be properly put to a vote.

22.I am of the view that it is not a matter of whether the ListCo should or should not respect the Orders of this Court dated 29 April 2025. The ListCo does not have a choice. The ListCo has a duty to give effect to the Orders of this Court dated 29 April 2025. It has to render all assistance to the carrying out of the Orders of this Court dated 29 April 2025.

23.First, Mr Chan for the ListCo refers this Court to an announcement made by the ListCo on 8 May 2026 which, inter alia, reads as follows:

“Based on legal advice received by the Company, under Canadian law, a foreign receivership order, in this case the Order in Hong Kong appointing the Interim Receivers, is not automatically enforceable in Alberta, Canada, the Company’s place of incorporation. The Interim Receivers must first seek recognition from the Alberta Court of King’s Bench according to the relevant terms of the Order. Up to the date of this announcement, the Company is unaware of such actions by the Interim Receivers to seek recognition of the Order in Alberta court.”

24.As a matter of analysis and plain commonsense, whether the Interim Receivers’ appointment by this Court would be enforceable in Alberta, Canada, is a matter for the Canadian Courts. However, the Orders of this Court dated 29 April 2025 must be enforceable in Hong Kong. The enforceability of the Orders of this Court dated 29 April 2025 in Hong Kong does not require additional Canadian Court orders.

25.Mr Sun is the Executive Chairman of the ListCo. Both the Listco and Mr Sun want to go ahead with the Placing. In such circumstances, they cannot advance any argument that the enforceability of the Orders of this Court dated 29 April 2025 in Hong Kong depends on the availability of a court order from Alberta, Canada to recognise the said order. I do not see any logic in such submission.

26.Secondly, Mr Chan for the ListCo submitted that the Receivers appointed by this Court originally sought an injunction compelling ListCo to recognise their voting rights in paragraph 2 of the Plaintiffs’ summons dated 15 June 2026. However, Madam Justice Linda Chan rejected that application at the hearing on 18 June 2026. The Receivers did not appeal against the same. It now lies ill in the mouths of the Plaintiffs to say that the ListCo should have recognised their votes when that very relief was squarely rejected by the Court.

27.I disagree. The Plaintiffs’ right to exercise voting rights pertaining to the Subject Shares derive from the Orders of this Court dated 29 April 2025. Mr Sun must comply with such orders. The ListCo cannot act in any manner to negate or avoid the effect of the Orders of this Court dated 29 April 2025.

28.Mr Chan submitted that recognition without an order of the Canadian Courts would run contrary to Canadian law. It would also expose ListCo to claims by shareholders for wrongfully recognizing the Receivers’ votes. I reject such submissions. First, there is no evidence of Canadian law adduced before this Court. Secondly, it is inconceivable that by giving effect to the Orders of this Court dated 29 April 2025, the ListCo would be exposed to claims from shareholders. This is plainly an excuse.

29.In Re China Properties Group Ltd (in Liq) [2023] 4 HKLRD 811, this Court at §23 said:

“23. In the present case, there is no dispute that the Respondent is subject to the in personam jurisdiction of the Hong Kong Courts. Hong Kong Courts can properly order the Respondent to perform the acts as set out in para.1 of the draft Order as submitted by the Liquidators to facilitate the effective administration of the liquidation.”

30.Here there can be no dispute that the ListCo, being listed in Hong Kong and takes advantages of its capital markets, is subject to the in personam jurisdiction of the Hong Kong Courts. Insofar as it seeks to take action within this jurisdiction, it must be subject to the Orders of this Court dated 29 April 2025.

31.I categorically reject the submission that the ListCo is at liberty to ignore or refuse to give the effect of the Orders of this Court dated 29 April 2025 unless it is clothed with a Canadian court order.

32.It must also be noted that insofar as Prime Union is concerned, the Receivers have taken over it by appointing directors. Prime Union is perfectly entitled to exercise its voting rights over its shares in the ListCo.

33.Thirdly, if the potential placing exercise is so obviously beneficial to the general body of shareholders of the ListCo, there is no reason for the Plaintiffs to vote against it. Similarly, there is no reason for the ListCo to disenfranchise the Plaintiffs from voting on the Subject Shares.

34.Fourthly, for the sake of completeness, I am of the view that the ListCo is entitled to take out the ListCo Summons. It is not an abuse of process of the Court. I accept that there is a series of material changes of circumstance have arisen which were not, and could not have been, before the Court when the Order was made, and which independently justify this Court’s fresh consideration of the Variation Application: (i) ListCo’s Special Meeting held on 24 June 2026, where the shareholders of ListCo (including those independent of the private and bilateral dispute between Mr. Zhou and Mr. Sun) overwhelmingly approved of the Placing; (ii) the Third Supplemental Agreement dated 30 July 2026, extending the Long-Stop Date to 31 December 2026 on materially worse commercial terms; (iii) the presentation of a winding up petition on 5 August 2026; and (iv) the Decision dated 18 August 2026, dismissing ListCo’s regulatory appeals. Each of these developments post-dates the Order, and several post-date even the hearing on 24 July 2026.

35.In any event, Mr Maurellet SC sensibly agrees that this Court should grapple with the real issues and resolve the real issues substantively.

36.For all the reasons stated above, I made the orders as set out in paragraph 6 above. I also made an order that the Plaintiffs are entitled to the costs of the ListCo’s Summons to be assessed on a summary basis with a certificate for two counsel.

37.Finally, as a result of the orders as set out in paragraph 6 above, I do not find it necessary to determine the ListCo’s Fortification Summons. The same is dismissed with costs to the Plaintiffs also to be assessed on a summary basis with a certificate for two counsel.

38.It remains for this Court to thank counsel for their helpful assistance.

Mr Jose Maurellet SC and Mr Sik Chee Ching, instructed by Anthony Siu & Co, for the 1^st and 2^nd plaintiffs

Mr Avery Chan and Mr Joshua Yeung, instructed by Robertson Double, for the 2^nd defendant

The 1^st defendant being absent