Joint and Several Liquidators of Hsin Chong Construction (Asia) Ltd (in Liquidation) v. Wong Po Kee Ltd and Others

On 21 September 2026, the Court of Appeal (Barma VP, G Lam and Chow JJA) allowed the appeals in CACV 190 & 191/2025 by Wong Po Kee Limited, Pyrofoe Engineers Limited and Keio Engineering Company Limited against the order of Deputy High Court Judge Maria Yuen dated 17 March 2025. Mr Jonathan Chang SC acted for the 1st and 2nd Respondents, and Mr Jason Wong for the 3rd Respondent. Ms Audrey Eu SC led Mr John Hui for the Liquidators.

The dispute concerned whether payments totalling HK$54,436,000 made by Capital Court Limited (the Employer) directly to three nominated sub-contractors (the Respondents) for works on the Hong Kong Ocean Park Marriott Hotel project, after the commencement of Hsin Chong Construction (Asia) Limited's winding up, constituted void dispositions under s 182 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Cap 32.

Hsin Chong was the main contractor. In May 2017, after the 2nd Respondent became aware of the Company's financial difficulties, the Employer and Company entered into a Supplementary Agreement providing for direct payment to the NSCs. The winding-up petition was presented on 5 November 2018. Between 7 November 2018 and 17 August 2020, the Employer paid the Respondents directly. The Liquidators issued a s 182 summons in July 2024 seeking declarations and payment orders.

The Judge below held that the payments were caught by s 182 and ordered the Respondents to pay the sums to the Liquidators, subject to a trust over the Retention Monies in favour of the NSCs.

The Court held that: (1) The court has jurisdiction in a s 182 summons to grant a declaration that a disposition is void and to make consequential orders for the return of the property (§§47-54). (2) The Company's right to receive payments in respect of sub-contract works from the Employer under the Main Contract had been effectively disposed of or divested under the Supplementary Agreement prior to the commencement of winding up, so the Payments were not caught by s 182 (§§76-83). A bilateral variation between employer and main contractor can divest the main contractor's right to receive payment, without a tripartite agreement with the sub-contractors. (3) The Respondents' other grounds (assignment, novation, estoppel) were rejected (§§86-88); estoppel cannot defeat s 182's public policy underpinning. (4) The Retention Monies Payment Order was set aside for want of a prima facie case of set-off (§90). (5) The 3rd Respondent's application to raise the Ex parte James argument by amendment was refused (§§91-95).

The appeals were allowed, the Order set aside, and the Section 182 Summons dismissed. Costs were ordered in favour of the Respondents.

Why it matters

Two points for practitioners advising on s 182 applications. First, the Court of Appeal has confirmed the court's jurisdiction to grant declaratory and consequential relief in a s 182 summons, rejecting the argument that recovery must be pursued by separate civil action. Second, a bilateral variation between employer and main contractor can divest the main contractor's right to receive payment, taking the payments outside s 182, even without a tripartite agreement with the sub-contractors.