Grand Peace Group Holdings Limited [2021] HKCFI 2361 (Date of Decision: 24 August 2021)

Up Energy Development Group Limited [2021] HKCFI 2595 (Date of Decision: 31 August 2021)

The vast majority of listed companies in Hong Kong are incorporated offshore, with a corporate structure that the operating and asset owning subsidiaries in Mainland China are held through intermediate subsidiaries incorporated in offshore jurisdictions such as BVI and Cayman Islands etc.  

In the landmark decision of Re China Huiyuan Juice Group Limited [2020] HKCFI 2940 (see our previous article here), the Hong Kong Court considered the second core requirement and since that decision it has become more difficult to put an offshore incorporated listed company into liquidation in Hong Kong.

In the recent case of Grand Peace Group Holdings Limited, the Hong Kong Court considered the second core requirement again and declined to wind up an offshore incorporated listed company despite arguments by the substituting petitioner based on the Court of Final Appeal's judgment in Yung Kee. In the case of Up Energy Development Group Limited, the Hong Kong Court summarised succinctly the relevant principles in this area.

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