Re Forever Winner International Limited (in Liquidation)

On 16 July 2026, the Court of First Instance handed down judgment in HCMP 1105/2026, Re Forever Winner International Limited (in liquidation), granting recognition and assistance to the joint liquidators appointed by the BVI Court. Mr Randall Arthur (Solicitor Advocate), of Georgiou Partnership LLP, acted for the successful applicants.

Forever Winner International Ltd was incorporated in the BVI and held 49.06% of the shares in SPHL, a Cayman company listed on the Hong Kong Stock Exchange, together with an HK$83.3 million unpaid dividend and UBS bank accounts in Hong Kong. Following a breakdown between the two ultimate beneficial owners, the BVI Court wound up the company on the "just and equitable" ground on 8 December 2025 and appointed Mr Luke Almond, Ms So Kit Yee Anita and Mr Leung Fredric Hin Hang as joint liquidators.

UBS and SPHL's share registrar Tricor refused to recognise the JLs without a sealed Hong Kong court order. The JLs also needed recognition to complete a sale of the SPHL shares under an SPA conditional on obtaining such an order. The BVI Court issued a letter of request seeking recognition and assistance.

The principal issue was whether the common law power to recognise and assist foreign liquidators extends to solvent liquidation. Harris J had held in Re Supreme Tycoon Ltd (In Liq) [2018] 1 HKLRD 1120 and Re Seahawk China Dynamic Fund [2022] 3 HKLRD 469 that the power did not apply to solvent liquidations, leaving foreign liquidators to act only as agents of the company in Hong Kong (§§15-18).

The Court held that:

(1) The common law power of recognition and assistance can and should be extended to compulsory liquidation of solvent companies, but not to voluntary liquidations, which remain governed by the agent-based approach in Re Seahawk (§§37-38, 48).

(2) The public interest in orderly worldwide winding up under the law of the place of incorporation applies equally to solvent and insolvent compulsory liquidation, and there is no principled reason to exclude solvent companies from the regime (§§49-50).

(3) The criteria for recognition and assistance set out in Re USUM Investment Group Limited [2026] 3 HKC 528 apply, with the modification that the foreign proceedings must be collective proceedings conducted under the supervision of the foreign court (§54).

The Court granted recognition of the JLs' appointment and a comprehensive assistance order covering the powers set out in the BVI Court's letter of request, including powers to access UBS accounts, give instructions to Tricor, recover the unpaid dividends, and sell the SPHL shares (§57).

Why it matters

Practitioners advising foreign liquidators of solvent BVI or Cayman companies with Hong Kong assets can now seek a full recognition and assistance order under the common law, rather than relying solely on the narrower agent-based declaration. The judgment departs from Re Supreme Tycoon and Re Seahawk and aligns Hong Kong more closely with the position in Singapore, the US, Australia and New Zealand. Voluntary liquidations remain outside the regime, so the agent-based route in Re Seahawk remains the only option where the foreign proceeding is not court-supervised.