Zhou Hui Ming (周惠明) v Noxin (挪信新能源科技 (南通) 有限公司) [2025] 2 HKLRD 1024, [2025] HKCFI 1503 (Timothy Lam)

Timothy Lam represented the interested party in Zhou Hui Ming (周惠明) v Noxin (挪信新能源科技 (南通) 有限公司) [2025] 2 HKLRD 1024, [2025] HKCFI 1503.

The Shanghai Arbitration Commission made four arbitral awards (the Awards) in favour of X against R1 and R2 (Rs). The Hong Kong Court granted X leave to enforce the Awards as a Hong Kong judgment and worldwide Mareva injunctions against Rs, and against a third party (TP) pursuant to the Chabra jurisdiction. X sought orders for the continuation of the worldwide Mareva injunctions and for the immediate appointment of interim receivers over assets of Rs and TP.

Held, ordering the continuation of the worldwide Mareva injunctions and appointment of interim receivers, that:

Worldwide Mareva injunctions

• (1) An applicant for a worldwide Mareva injunction should show a good arguable case on the merits; that the respondents had insufficient assets within the jurisdiction to satisfy the claim and there were assets without the jurisdiction; and a real risk of dissipation of the respondents’ assets to render judgment nugatory. There must be a solid basis for concluding there was a real risk of unjustified asset dissipation, examining the evidence holistically. Such risk was very often shown by “inferential evidence”. Indicia which strongly supported an inference of risk of dissipation included evidence of actual dissipation of assets; failure to comply with disclosure requirements; and more generally, evidence of dishonest or fraudulent conduct. Risk of dissipation would be more easily inferred in a post-judgment context, as was the case here (Pacific Concepts (HK) Ltd v Michel Brennion (HCA 2672/2008, [2009] HKEC 444), Great Station Properties SA v UMS Holding Ltd [2017] EWHC 3330 (Comm), China Citic Bank Corp Ltd (Quanzhou Branch) v Li Kwai Chun [2018] HKCFI 1800, Aleksandr Narimanovich Kushaev v Greenly Holdings Ltd (in liq) [2019] HKCFI 2745, Convoy Collateral Ltd v Cho Kwai Chee [2020] 6 HKC 81, Aleksandr Beijing Renji Real Estate Development Group Co Ltd v Zhu Min [2022] 4 HKC 116 applied). (See paras.14-16.)
• (2) On all the evidence, there was genuine risk of dissipation of assets. First, Rs had consciously failed to provide certain information to X concerning their assets, which fell below the acceptable standard of commercial morality. Second, there was evidence of actual dissipation of assets when shares in two of R2’s corporate vehicles were gratuitously transferred to TP’s nominee for nominal or no consideration. Third, Rs failed to give complete disclosure of assets despite having been legally represented. Fourth, Rs failed to cooperate with requests for information by the special managers appointed by the Court to investigate the position concerning their assets. Finally, R2’s corporate vehicles had failed to comply with their statutory obligations to disclose basic corporate documents. Accordingly, the Mareva injunctions would be continued until further order (Seridom Servicios Integrados Idom SAU v Heng Wen Trade Co Ltd [2019] HKCFI 85 applied). (See paras.17-41.)

Chabra injunction

• (3) The court would exercise the Chabra jurisdiction if there was good reason to suppose assets in the name of a third party could be used to satisfy a judgment. On the evidence in this case, on balance, there was a case to suggest that TP was a nominee holding his interest in the two corporate entities on behalf of R2 so that the Court would exercise its discretion to grant a Chabra injunction over such interest (XY LLC v Jesse Zhu [2017] 5 HKC 479 applied). (See paras.42-46.)

Appointment of interim receivers

• (4) It would usually be just and convenient for a court to appoint interim receivers in support of a Mareva injunction where assets were liable to be dissipated or were otherwise in jeopardy; and they could not satisfactorily be preserved by the injunction, which would normally be the case where the respondent had provided inadequate disclosure, such that there was a measurable risk that he may deal with assets in breach of the Mareva injunction. Specifically, interim receivers may be appointed where a respondent’s asset-holding structure rendered the protection offered by a Mareva injunction inadequate, especially where the asset-holding structure was abused to facilitate the breach of the injunction (JSC BTA Bank v A [2010] EWCA Civ 1141 applied). (See para.47.)
• (5) On all the evidence, the existing Mareva injunctions were insufficient to preserve the assets of Rs for enforcement of the Awards and interim receivers should be appointed, considering inter alia their inadequate disclosure of their assets; that there was insufficient transparency in the value of listed securities owned by R2; and receivers by way of equitable execution were likely to be eventually appointed as part of the execution of the Awards. A receivership order should also be made against TP in respect of his interest in the two corporate entities as there was a real risk that R2 could direct him to transfer or put the same beyond the reach of X (Yau Chiu Wah v Gold Chief Investment Ltd [2002] 2 HKLRD 832 applied; Cruz City 1 Mauritius Holdings v Unitech Ltd [2014] EWHC 3131 (Comm), Leader Screws Manufacturing Co Ltd v Huang Shunkui [2021] HKCFI 2828 considered). (See paras.48-65.)

[The above is excerpted from the headnote to the report in HKLRD.]