Fulltrade Development Ltd v. So Pak Kin and Another
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HCMP 1651/2026 [2026] HKCFI 6009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO. 1651 OF 2026 _______________________
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_____________________ DECISION _____________________ 1.This is the application of Fulltrade Development Ltd (福旺發展有限公司) (the “Company”) by originating summons dated 23 September 2026 (“OS”) for an order that (1) the Notice of Change of Company Secretary and Director (Appointment/Cessation) filed on 10 July 2026 (“Form ND2A”); and (2) the Notice of Resignation of Company Secretary and Director (“Form ND4”) (collectively, the “Disputed Notices”) be declared null and void and be removed from the Companies Register (“CR”). Factual background 2.The Company was incorporated in Hong Kong on 12 June 1998. Yeung Kwok Kwong (“Mr Yeung”) and Tsoi Yik Wa (“Madam Tsoi”) each held 1 of the Company’s 2 issued shares. They were appointed directors of the Company on 18 August 1998. 3.Allotments of shares were made on 10 June 2011 and 26 January 2012 to Madam Tsoi. Mr Yeung resigned as director on 25 February 2012 and transferred his one share to Madam Tsoi on 21 March 2012. Madam Tsoi thus became the sole shareholder and sole director of the Company as shown on the Company’s Annual Return made up to 12 June 2026. 4.The Company carries on the business of investing in, leasing and managing residential and non-residential properties in Hong Kong. It currently owns 10 properties of which 9 are rented out. 5.When, on 18 September 2026, the Company’s accountant conducted a company search for the purpose of preparing a profit tax return and an audit report, the Disputed Notices came to light:
6.Madam Tsoi reported the matter to the Hong Kong Police later the same day and made a statement. Then on 21 September 2026, she filed a complaint to the Registrar, enclosing a copy of her police statement. Applicable principles 7.While it is not the normal practice for the Court to grant a declaration without going to trial, that is a rule of practice rather than a rule of law. Its paramount duty is to do the fullest justice to the plaintiff to which he is entitled[1]. In cases involving fraud, declaratory relief has often been granted on the basis that there is a genuine need for such relief to secure the plaintiff’s proprietary as opposed to merely personal claim: Hong Kong Civil Procedure 2026 at §§15/16/1-15/16/2. 8.The Court’s powers to order the rectification or removal of information from the CR stem from section 42 of the CO (“section 42”) which are summarised in Re Oligo Asia Environmental Group Limited [2023] HKCFI 3080 at §§22-24 as follows:
9.The fact that the information is incorrect, or relate to an invalid or ineffective transaction, or has been filed without proper authority of the company in question, is not in itself a sufficient reason for removing it as opposed to rectifying it; nor is the fact that the document is a nullity or is one that should never have been registered had the true facts been known. Removal cannot be ordered unless, inter alia, it is shown that material damage to the company will be caused by the continuing presence of the incorrect information despite any rectification: see Re China Nice Education at §18. This application 10.The Registrar has filed an acknowledgement of service and her attendance at this hearing has been excused. 11.Although the OS provides 2 addresses[2] for D1, no affirmation of service could be found in the Court file as of 22 October 2026. 12.Two affirmations filed at 15.55 hours on 22 October 2026 reached the Court in the afternoon of 23 October 2026:
13.On 23 October 2026, the Company filed the affirmation of So Tsz Ching of 22 October 2026 deposing to the service of, inter alia the Company’s Skeleton Submissions and hearing bundle on D1 by ordinary post at the 2 addresses. 14.At the hearing, Mr Arthur Cheung, Solicitor, representing the Company submitted a 2nd affirmation of Too Tak Hing Windsor affirmed on 26 October 2026 to remedy the omission of a statement[3] in Too 1st required for compliance with O.10, r.1(3)(b)(ii). 15.The evidence the Company has filed shows that Madam Tsoi has been the sole shareholder and director of the Company since 2012:
16.I am satisfied that the Company has met the requirements of section 42(1):
17.For the removal of the Disputed Notices pursuant to section 42(4), the Company needs to show (i) that the continuing presence of the Disputed Notices would cause material damage to the Company; and (ii) that the Company’s interest in their removal outweighs the interest of D1 in their continuing appearance on the CR. Material damage 18.Mr Cheung submits that the Company’s business is in the leasing and management of properties involving ongoing dealings with tenants, prospective tenants as well as purchasers, prospective purchasers, banks, mortgagees and other 3rd parties. Clarity of directorship of the Company is necessarily critical to its business: persons dealing with the Company would need to know the identity of the person or persons authorised to conduct and manage the Company’s business and execute documents on its behalf. 19.It is obvious that the continuing presence of factually incorrect information would not only impede the day-to-day leasing and property management operations but also create difficulties for the Company’s dealings and property transactions. The Company may have to deal with queries including providing documents to satisfy such queries which, but for the Disputed Notices would not have been necessary, engendering unnecessary additional time and expense. 20.Non-removal of the Disputed Notices may cause additional difficulty in obtaining financing from Banks such as mortgage loans, finding tenants or future purchasers. Any doubt concerning the ownership and management of the Company may affect the Company’s banking facilities and creditworthiness. 21.In addition to the above which I consider sufficiently establishes material damage, the Company cited 2 cases involving a person who bears the same name as D1:
22.The Company wishes to rely on certain facts from those cases to show that D1 appears to have conducted similar acts previously such that the risk of association with D1 runs a high risk of material damage. Light Shine involves a similar modus operandi and the 2nd defendant in that case has the same name as D1. 23.In DCCC 235, the defendant Cheung Ho Lai under caution revealed that 蘇柏堅 [So Pak Kin] induced her to help obtain a mortgage using false documents in exchange for repaying her gambling debt. She voluntarily provided her identity card, bank documents and proof of address and signed certain documents that she did not fully understand and took the documents prepared by So Pak Kin to a meeting with representatives of the lenders knowing that the contents of her HSBC bank statements were inaccurate. She was found to have used forged company registry forms in carrying out the scheme[4]. 24.The Company accepts that under the Hollington[5] principle, a prior judgment is prima facie inadmissible in later proceedings. However, the Company submits that the Hollington principle does not apply to the evidence referred to in an earlier judgment such as the contents of documents or the evidence of witnesses citing: Bank of Huludao Co Ltd v Zhongying Int’l Holding Group Limited [2025] HKCA 978 at §27. 25.The Company relies on the 2 cases cited only for the purposes of assessing possible material damage arising under section 42 (4). It is concerned that D1 or any other potential fraudsters may attempt to perpetuate a scheme similar to those in Light Shine and DCCC 235. The Company is also concerned that the continuing presence of the Disputed Notices may cause the public to associate the Company with D1 since they contain much information concerning D1. 26.As I am more than satisfied that the Company will suffer material damage by the continuing presence of the Disputed Notices on the CR, it is unnecessary for the Court to take into account any possible association of So Pak Kin with D1 and I do not propose to do so. Competing interests? 27.As the information contained in Form ND2A and Form ND4 are demonstrably incorrect, false and unauthorised, neither D1 nor any other person can possibly demonstrate that he has any interest in their continuing presence that can outweigh the interest of the Company in having them removed from the CR. Removal of the Disputed Notices will not prejudice D1 as he has no legitimate interest in maintaining and preserving wrong information on the Companies Register: see Re Oligo Asia at §43. 28.It follows that the conditions prescribed subsection (4)[6] for ordering the removal of information are satisfied. Disposition 29.The Company seeks an order in terms of paragraph 1 of the OS. As annotations have been made to the Disputed Notices, their removal should extend to and include any annotations made. A draft order should be submitted for approval. 30.I also make an order nisi of costs of this application against D1 in favour of the Company, such costs to be summarily assessed and payable forthwith. 31.I further direct that (1) the Company do lodge its statement of costs within 7 days of the hearing; (2) D1 do lodge his list of objections within 14 days thereafter; and (3) the Company do lodge its reply (if any) within 7 days thereafter. 32.Summary assessment will take place in Chambers.
Mr Arthur Cheung of Messrs. Cheung & Liu, for the Plaintiff The 1st Defendant was not represented and did not appear Attendance of the Registrar of Companies was excused [1] HKCP at §19/7/20. [2] They are addresses at 23 Yee On Street, Kwun Tong (the "Yee On Street address") and at 174 Wai Yip Street (the "Wai Yip Street address"). The former is the address shown on Form ND2A and the latter is shown as the address of the Presentor of the Disputed Notices. [3] In the Company's opinion, the OS sent to D1 will have come to his knowledge within 7 days after insertion into the letterbox. [4] DCCC 235 at §4. [5] Hollington v Hewthorn [1943] 1 KB 587. [6] See §§7-8 above. | |||||||||||||||||||||||||||||
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