 was recently a guest speaker at the Hong Kong Trustees’ Association 35

 Anniversary Conference titled “35 years of Transformation in the Hong Kong Trust Industry”, where he addressed recent jurisprudential developments in the private wealth and trust sphere and practical perspectives on common issues encountered by trustees in the administration of trust.

Special thanks to the Hong Kong Trustees’ Association for the invitation and organisation of the event.

 [2026] HKCFI 3577, the Court dealt with an unfair prejudice and winding up petition brought against the Huafang Group, a former listed company.

Linda Chan J struck out the petitions on the primary ground that the petitioner lacked locus because on the date the petition was presented, the petitioner was not a registered member of the company as required under s.179(1)(a)(ii) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance and s.724(1) of the Companies Ordinance.

In so holding, Linda Chan J distinguished a number of authorities which might go against that position in the context of other provisions in the Companies Ordinance. It was further held that save for the exception where the petitioner’s lack of locus was caused by the respondent’s conduct, it is neither necessary nor relevant to consider why the petitioner was not a registered shareholder at the time the petition was presented, as it is incumbent upon the petitioner to ensure that he has locus before invoking the statutory remedies for unfair prejudice or just and equitable winding-up.

Alternatively, Linda Chan J would have also struck out the winding up petition because there is no prospect of the court making a winding up order. The need for investigation is not valid individual ground for winding up and it is “unlikely to the extreme” for the court to grant winding up relief if the company is not insolvent.

The decision makes clear the Companies Court’s strict approach to locus requirements. Litigants are advised to ensure they satisfy locus requirements before presenting petitions, lest they be visited with indemnity costs (as here).

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Jonathan Ng at the Hong Kong Trustees’ Association 35th Anniversary Conference

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