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Hong Kong SAR ChinaJudiciary Legal Reference System (LEGALREF)

HK court refuses to rescind Rosland Capital winding-up order

Shareholders failed all three Re Progetto conditions: IRD debt over HK$7m unprovided for, solvency unproven on qualified accounts, and no statement that no investigation is needed.

By Taxxa AI OyPublished 4 November 2026

Legal & Corporate

Industry: Across industries

The Court of First Instance has dismissed the shareholders' application to rescind the winding-up orderJudiciary made against Rosland Capital Group LimitedJudiciary on 2 December 2025, holding that none of the three conditions for rescission was metJudiciary.

The order was made under sections 177(1)(d) and 177(1)(f) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and has not been sealed and perfected. The Official Receiver appointed Ms Chua SL Ivy and Mr Lau KH as provisional liquidators. Shareholders Marin Aleksov and Scaninvest Limited applied by summons dated 29 July 2026 for rescission. At the hearing on 29 October 2026 before Deputy High Court Judge R Ismail SC, counsel proposed proceeding on the shareholders' undertaking to discharge the company's Inland Revenue Department debts within 10 days. Reasons were given on 4 November 2026.

A winding-up order may be rescinded before sealing, but the application effects a profound change in status and affects all creditors, so it is treated with great caution. Following Re Progetto Jewellery Co Ltd, the applicant must show clearly sufficient groundsJudiciary, with new evidence a relevant factor, and must satisfy three conditions: the petition and supporting creditors' debts are paid or provided forJudiciary; the court is satisfied the company is solventJudiciary; and the Official Receiver does not consider that investigation is required, with costs paidJudiciary.

Delay weighed against the applicants. The summons came more than seven months after the order with no explanation in evidence, and the oral explanation that time was needed to prepare management accounts to the end of 2025 was held to be hardly reassuring where the cited authorities concerned delays of days.

The petition debt was held to be provided for through a settlement deed dated 3 December 2025 with a payment plan to the end of 2026, with the petitioner neutral. But the company owed the Inland Revenue Department more than HK\$7 million, neither satisfied nor provided for when the application was issuedJudiciary, and the Department had apparently not been told of the settlement or the application. The oral undertaking to pay within 10 days was unsupported by evidence of ability to pay or of the Department's position.

On solvency, covering balance-sheet solvency and the ability to pay debts as they fall due, the court was not satisfied on the evidenceJudiciary. The shareholders relied on accounts showing net assets of about US\$23.99 million, US\$19.28 million and US\$22.16 million for 2023 to 2025. But the 2023 and 2024 audits were qualified over about US\$6 million of asset values and about US\$24.5 million of receivables, concerns the liquidators shared. Evidence on Rosland Mallorca, holding Balearic property, was inconsistent across statements and below the management-account figure on the exhibited valuation, which showed only 16.25% completion. Reliance on group receivables, including about US\$3 million said to be owed by Primatus LLC on demand, failed where two inconsistent confirmations existed, one stating repayment on 31 December 2026 and a substitute stating on demand.

Neither the Official Receiver nor the liquidators could state that no investigation was neededJudiciary. The Official Receiver moved from a neutral stance on 22 October 2026 to an inability to express a view on 28 October 2026 after receiving inaccurate information, confirmed orally. The liquidators' note of 27 October 2026 identified gaps and sought requisitions. The court held both views count. The application was dismissed with costs against the shareholdersJudiciary, with both confirmations admitted.

Legal basis: Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), sections 177(1)(d) and 177(1)(f); principles in Re Progetto Jewellery Co Ltd [2022] HKCFI 364 and Re Asean Interests Ltd [2001] 2 HKLRD 596, applied in [2026] HKCFI 6094.

Before applying to rescind a winding-up order, pay or provide for every substantial debt including any Inland Revenue Department liability, file solvency evidence that answers audit qualifications and valuation gaps, and confirm the Official Receiver and provisional liquidators can state that no investigation is required.

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