Re Jc Credit Ltd

HCCW 151/2026

[2026] HKCFI 5419

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 151 OF 2026

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REASONS FOR JUDGMENT

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1.By petition dated 2 March 2026 (the “Petition”), Ms Pong Wing Sze Wendy (the “Petitioner”) seeks to wind-up JC Credit Ltd (the “Company”), which is a licensed money lender, on the ground that it has failed to repay an indebtedness of HK$1.4 million pursuant to the terms of an investment agreement in February 2020 and 2 supplemental agreements dated 31 July 2020 and 12 August 2020.

2.The Petition came before Linda Chan J on 10 August 2026. There, the learned Judge ordered that the Company should only have retrospective leave to file its affirmation in opposition upon paying the petitioning debt of HK$1.4 million into court on or before 7 September 2026.

3.The Company had failed and/or refused to pay the petitioning debt into court on or before 7 September 2026. As of today, not a single penny has been paid. In other words, the condition imposed by the court has not been complied with.

4.At the hearing on 21 September 2026, the Company informed me that on 18 September 2026, it took out an application for leave to appeal against Linda Chan J’s order dated 10 August 2026.

5.However, the Company has failed to demonstrate how it can be said that Linda Chan J erred in the course of exercising her discretion in imposing the aforesaid condition. The learned Judge’s exercise of discretion was plainly in accordance with the well‑established practice adopted by the Companies Court. On my part, I do not see any room for finding fault with the learned judge, and it appears to me that the Company’s proposed appeal is a belated tactical move that is calculated to cause delay in these proceedings.

6.All in all, the state of affairs before this court is such that the Company does not have leave to file its affirmation in opposition.

7.In any event, there is no merit in the Company’s assertion that the sums under the petitioning debt in the amount of HK$1.4 million were investments as opposed to loans. This assertion is plainly contradictory to the express terms of the investment agreement:-

(1)  The express terms of the investment agreement provide that:-

(a)  “[the Petitioner] agreed to provide funds as loan proceeds to the borrower(s) of the Company to be nominated by [the Company] and as agreed by [the Petitioner] from time to time” (see clause 3); and

(b)  “[t]he funds so provided to the borrower as loan proceeds is a loan to [the Company]” (see clause 4).

(emphasis added)

(2)  Furthermore, clause 8 of the investment agreement also expressly provides that: “In case the borrower shall default payment, [the Company] undertakes to procure [itself] to take legal proceedings against the borrower for repayment of the loan and interests. If the Company is unable to claim the outstanding loan by way of legal proceedings, [the Company] shall repay the balance of the outstanding principal of the loan to [the Petitioner].” (emphasis added)

(3)  In my view, there is no room for the Company to contend that the Petitioner has agreed to take up any credit risk in relation to the funds that she provided to the Company as loans. I cannot see how it can be said that the Company is in a position to raise a bona fide dispute on substantial grounds

8.I did not see any reason why the Company should not be wound-up.

9.I accordingly granted the usual winding-up order against the Company.

Messrs Chak & Associates LLP for the Petitioner (Attendance excused)

Miss Grace Chan instructed by Mohnani & Associates for the Company

Ms Connie Chow of Official Receiver's Office for the Official Receiver