(A) Introduction
U.K. Prolific Petroleum Group Company Ltd v. 鑫都集團有限公司 (HCMP 546/2024, date of judgment: 9 October 2025) and 鑫都集團有限公司 v. China Energy Development Holdings Ltd and others (HCMP 630/2024, date of judgment: 9 October 2025) [1] addressed a novel issue regarding the Court’s jurisdiction over stop notices and stop orders under Order 50 rule 11-15 of the Rules of the High Court (“RHC”). [2] The central issue was whether this statutory regime could be invoked as an interim measure to preserve shares and convertible bonds pending the outcome of a foreign arbitration, in the absence of any substantive proceedings in Hong Kong.
This case presented a dilemma: On one view, it raised the question of whether the Court had jurisdiction to grant relief under RHC Order 50 rule 11-15 in the absence of substantive proceedings in Hong Kong. On another view, this question was not engaged, as RHC Order 50 rule 11-15 constitute a self-contained statutory regime. Alternatively, the Court should in any event have jurisdiction under this regime to grant relief in aid of foreign proceedings and arbitrations. [3]
Ultimately, the Court affirmed its jurisdiction to accept the filing of affidavit evidence or seal the Stop Notice under RHC Order 50 rule 11(2), and to grant a stop order under RHC Order 50 rule 15. [4]
(B) Facts
The dispute arose from a memorandum dated January 2015 (“2015 Memorandum”) between, among others, 鑫都集團有限公司 (“Xindu”) and U.K. Prolific Petroleum Group Company Limited (“UKPPGC”). [5]
Xindu claimed that under the 2015 Memorandum, it was entitled to (1) 20% of the shareholding in UKPPGC as of January 2011, (2) 20% of the shares and convertible bonds (“CBs”) in China Energy Development Holdings Limited (“ListCo”), initially owned by UKPPGC, and (3) 20% of other rights and benefits owned by UKPPGC. [6]
Xindu contends that it may trace its 20% entitlement as at January 2011 (i.e. HK$511,600,000, being 20% of HK$2,558,000,000) by claiming (i) 1.86 billion shares in ListCo (being HK$312,480,000) (“Subject Shares”) in full and (ii) the remainder by way of CBs with a principal amount of HK$199,120,000 (being HK$511,600,000 – HK$312,480,000) issued by ListCo (“Subject CBs”) (collectively “Subject Securities”). [7]
In November 2023, Xindu applied for and obtained a stop notice over the Subject Securities (“Stop Notice”). [8] On 2 April 2024, UKPPGC applied to discharge the Stop Notice. [9] By letter dated 10 April 2024, UKPPGC attempted to transfer a significant portion of the Subject Securities to Cypress Dragons Limited (“Cypress”). [10] In response, on 16 April 2024, Xindu applied for another stop notice to restrain the ListCo and its registrar from registering any transfers. [11]
(B) Facts
The dispute arose from a memorandum dated January 2015 (“2015 Memorandum”) between, among others, 鑫都集團有限公司 (“Xindu”) and U.K. Prolific Petroleum Group Company Limited (“UKPPGC”). [5]
Xindu claimed that under the 2015 Memorandum, it was entitled to (1) 20% of the shareholding in UKPPGC as of January 2011, (2) 20% of the shares and convertible bonds (“CBs”) in China Energy Development Holdings Limited (“ListCo”), initially owned by UKPPGC, and (3) 20% of other rights and benefits owned by UKPPGC. [6]
Xindu contends that it may trace its 20% entitlement as at January 2011 (i.e. HK$511,600,000, being 20% of HK$2,558,000,000) by claiming (i) 1.86 billion shares in ListCo (being HK$312,480,000) (“Subject Shares”) in full and (ii) the remainder by way of CBs with a principal amount of HK$199,120,000 (being HK$511,600,000 – HK$312,480,000) issued by ListCo (“Subject CBs”) (collectively “Subject Securities”). [7]
In November 2023, Xindu applied for and obtained a stop notice over the Subject Securities (“Stop Notice”). [8] On 2 April 2024, UKPPGC applied to discharge the Stop Notice. [9] By letter dated 10 April 2024, UKPPGC attempted to transfer a significant portion of the Subject Securities to Cypress Dragons Limited (“Cypress”). [10] In response, on 16 April 2024, Xindu applied for another stop notice to restrain the ListCo and its registrar from registering any transfers. [11]
In May 2024, Xindu commenced arbitration at the Shenzhen Court of International Arbitration seeking inter alia (i) declaratory relief of Xindu’s entitlement to 20% of UKPPGC’s shareholding (inclusive of its interest in ListCo) and (ii) an order for the transfer of, among others, the shares in ListCo presently held by UKPPGC (including the Subject Shares) to Xindu. [12]
The following matters were brought before the Court during the hearings on 23 September and 2 October 2024: [13]
(1) UKPPGC’s Originating Summons dated 2 April 2024 in HCMP 546/2024 (“Discharge OS”) issued under RHC Order 50 rule 14 seeking to discharge the Stop Notice issued by Xindu ;
(2) Xindu’s Originating Summons and Summons both dated 16 April 2024 in HCMP 630/2024 (“Stop Order OS” and “Stop Order Summons”) seeking injunctive relief against ListCo and the 2nd Defendant (“Tricor”) under RHC Order 50 rule 15 to restrain them from:
(a) registering the transfers of (i) the Subject Share sand (ii) the Subject CBs”, standing in the name of UKPPGC; and
(b) issuing new share and bond certificates in respect of the above;
(3) UKPPGC’s Summons dated 31 July 2024 in HCMP 630/2024 (“Fortification Summons”) seeking fortification of Xindu’s undertaking as to damages as a condition to the making of any order under the Stop Order Summons and Stop Order OS.
(C) Decision
Jurisdiction
The Court affirmed its jurisdiction to accept the filing of affidavit evidence or seal the Stop Notice under RHC Order 50 rule 11(2), and to grant a stop order under RHC Order 50 rule 15 on the following grounds:
(1) The statutory regime governing stop notices and stop orders imposes no territorial restriction based on the residence of the securities holder. [14] Section 55C of the High Court Ordinance (“HCO”) enables rules for such relief upon application by “any person claiming to be entitled to an interest in prescribed securities”. [15] The relevant provisions, RHC Order 50 rule 11(1), RHC Order 50 rule 15(1), and Section 20A(2)(b) of the HCO only restrict relief by reference to (i) the type of securities and (ii) the locus of the applicant as a person claiming an interest in such securities. [16]
(2) The fundamental purpose of the regime is to preserve shares in specie pending the resolution of any claim or dispute over entitlement. As such, any applicant falling within the statutory ambit should be eligible to seek protection whenever an unresolved claim exists, irrespective of where or how that claim is to be determined. [17]
(3) The stop notice/ stop order regime operates against the party with the power to register transfers of the prescribed securities and not against the person in whose name the securities are held. [18]
(4) The Court distinguished authorities requiring a pre-existing cause of action, such as The Siskina and Leiduck (both considered by the Court of Final Appeal in Compania Sud Americana de Vapores SA v Hin-Pro International Logistics Ltd (2016) 19 HKCFAR 586), on the basis that those cases turned on the construction of different statutory provisions and were not applicable to the stop notice regime in Hong Kong. [19]
(5) Where the Court has personal jurisdiction over the entities controlling registration, it also has the power to grant interim injunction in support of enforcing a prospective foreign arbitral award. This power exists independently and is not inconsistent with other statutory provisions such as Section 21M of the HCO or Section 45 of the Arbitration Ordinance. [20]
(6) The jurisdiction conferred by Section 55C of the HCO and RHC Order 50 rule 11–15 is, subject to any relevant statutory restrictions, unlimited. In line with the inherent flexibility of the Court’s equitable jurisdiction, the Court may exercise wide powers in granting stop notices and stop orders falling within the ambit of prescribed securities, without superimposing any further limitation on jurisdiction in the absence of statutory restriction to such effect. [21]
Discretion
The Court held that the circumstances justified the exercise of its discretion in favour of Xindu on the following grounds:
(1) The Stop Order functioned as a proprietary injunction, not a Mareva injunction because Xindu claimed a beneficial or proprietary interest in the Subject Securities itself. For proprietary injunctions, there is no need to prove a risk of dissipation of assets. [22]
(2) The Stop Order had utility. A later injunction against a different party (Cypress) could not negate the need for an earlier order against the registrars (ListCo and Tricor) as the stop order and the injunction against Cypress targeted different entities in the transfer chain. UKPPGC’s conduct in attempting the transfer despite the Stop Notice demonstrated the necessity of such protection. [23]
(3) Given the proprietary nature of the claim and the low trading volume of the shares, damages would not be an adequate remedy. As such, the balance of convenience therefore favoured preserving the status quo. [24]
(4) Although the Stop Order OS was incorrectly framed to last until the determination of the Hong Kong proceedings, the Court took a pragmatic approach granting leave to amend it as both parties agreed that Xindu's claim should be resolved by the arbitration (subject to the SZ Court Application). [25]
Serious Issue to be Tried
The Court held that Xindu’s claims raised serious and triable issues as follows:
(1) Whether the 2015 Memorandum was binding on UKPPGC
The Court found a triable issue concerning whether Wong Yiu Kwan (formerly known as Wang Guoju) (“WYK”) and/or his son, Wong Hanning (“Hanning”), had the authority to bind UKPPGC when they signed the Memorandum. [26] The “Custodial Agreements” and “Discharge Agreements” indicated that WYK and Hanning were acting as the de facto controllers of UKPPGC. The absence of any supporting affirmation from Hanning, a key signatory, weakened UKPPGC’s claim that he had no authority to act.
(2) Whether Xindu’s claim is time-barred
The Court found a triable issue regarding the application of the limitation period. [27] While UKPPGC argued that all civil claims have a 3-year limitation period under Mainland law, Xindu contended that its claim was a “property claim”, which may not be subject to any limitation period.
(3) Whether the 2015 Memorandum was procured by duress
The Court found that the duress allegation created a serious issue to be tried on the following grounds: [28]
(a) Both WYK and Hanning signed the Discharge Agreements in 2017, which reaffirmed the validity of the 2015 Memorandum.
(b) The Memorandum appeared to be a settlement of prior litigation. An objectively fair settlement tends to suggest a lower likelihood of coercion.
(c) UKPPGC provided scant details about the identity of the alleged coercers or the specific threats made.
(4) Whether Xindu has a proprietary or beneficial interest in the Subject Securities
The Court found this issue to be triable on the following grounds: [29]
(a) It was arguable whether Xindu’s claim for the Subject Securities was governed by Mainland law (alone) as alleged by UKPPGC.
(b) Assuming that Hong Kong conflict of laws rule should apply, it was arguable that Xindu had a proprietary interest in the Subject Securities.
(c) UKPPGC's own argument that the Memorandum gave Xindu a “contractual right to ask for the transfer of securities” supported Xindu's case that the agreement was enforceable, which is the foundation of a proprietary claim in equity.
(d) Xindu had an arguable case to “trace” its 20% initial entitlement into the specific Subject Securities.
Fortification Summons
The Court held that the Fortification Summons should be adjourned sine die on the following grounds: [30]
(1) Given that the Fortification Summons was only taken out by UKPPGC on 31 July 2024 (less than 2 months before the hearing on 23 September 2024), the parties had no chance to file full evidence.
(2) As the scopes of the Stop Notice and the Stop Order narrowed down substantially, the alleged prejudice suffered by UKPPGC would be different, requiring further or different evidence to be adduced accordingly.
Orders
In light of the above, the Court ordered that: [31]
(1) The Discharge OS: (1) Leave be granted to Xindu to file and serve within 14 days hereof an amended stop notice stating the securities as (i) 372,000,000 issued shares held by UKPPGC and (ii) CBs in the principal amount of HK$103,928,000 held by UKPPGC; (2) Subject to compliance with the foregoing, the Discharge OS be dismissed.
(2) The Stop Order OS: The Stop Order was granted until the substantive determination of the dispute in the [Arbitration] or the [SZ Court Application] (as the case may be) or until further order of the Court, limited to (i) 372,000,000 issued shares held by UKPPGC and (ii) CBs in the principal amount of HK$103,928,000 held by UKPPGC.
(3) Fortification Summons: The Court adjourn the Fortification Summons sine die, with liberty to restore.
(4) Costs: As Xindu should be deprived of part of its costs to mark the Court’s disapproval of its conduct in exhibiting unnotarized (or even undated and/or unsigned) affirmations to the affirmations of Xindu’s solicitors, the Court made a costs order nisi (which should become absolute within 14 days) as follows:
(i) One quarter (25%) of the costs incurred by Xindu in preparing the unnotarized affidavits should be disallowed (for the avoidance of doubt, the remaining 75% of the costs is still subject to taxation as may be appropriate);
(ii) Subject to the foregoing, the costs of the Discharge OS and the Stop Order OS (including the costs of the Stop Order Summons) should be in the cause of the determination of the dispute over the 2015 Memorandum in the Arbitration or the SZ Court Application (as the case may be).
(D) Key Takeaways
This case is significant on the following grounds:
(1) Clarification of Jurisdiction: The Court affirmed its jurisdiction to accept the filing of affidavit evidence or seal the Stop Notice under RHC Order 50 rule 11(2), and to grant a stop order under RHC Order 50 rule 15 in support of foreign arbitrations, even in the absence of substantive local proceedings. This establishes the mechanism as a standalone form of interim relief for cross-border disputes.
(2) Jurisdiction is Based on the Securities: The Stop Order/ Stop Notice Regime imposes no territorial restriction regarding the residence of the person who holds the securities. Jurisdiction is triggered by two key factors: (i) the type of securities (i.e. whether they qualify as "prescribed securities") and (ii) the locus of an applicant (i.e. any person claiming to be entitled to an interest in such securities).
(3) Self-Contained Statutory Regime: The Court affirmed that the statutory regime under Section 55C of the HCO and RHC Order 50 constitutes a self-contained system and does not require a pre-existing cause of action in Hong Kong courts.
(4) Stop Order as a Proprietary Injunction: The Court characterized the stop order as a proprietary injunction. A Mareva injunction requires the applicant to prove a real risk of asset dissipation. In contrast, for a proprietary injunction, this proof is not required.
(5) Strict Enforcement of Procedural Standard: The Court will impose costs penalties on parties who file unnotarized, undated, or unsigned affirmations. This reinforces the high standard of procedural compliance required by the Court, irrespective of the merits of the underlying case.
[1] https://legalref.judiciary.hk/lrs/common/ju/ju_frame.jsp?DIS=173207
[2] U.K. Prolific Petroleum Group Company Ltd v. 鑫都集團有限公司 (HCMP 546/2024, date of judgment: 9 October 2025) and 鑫都集團有限公司 v. China Energy Development Holdings Ltd and others (HCMP 630/2024, date of judgment: 9 October 2025), §1
[3] Ibid
[4] Ibid, §50
[5] Ibid, §12
[6] Ibid, §13
[7] Ibid, §14
[8] Ibid, §15
[9] Ibid, §16
[10] Ibid, §17
[11] Ibid, §18
[12] Ibid, §21
[13] Ibid, §3
[14] Ibid, §28
[15] Ibid, §30
[16] Ibid, §34
[17] Ibid, §36
[18] Ibid, §38
[19] Ibid, §39
[20] Ibid, §45
[21] Ibid, §49
[22] Ibid, §53
[23] Ibid, §54
[24] Ibid, §56
[25] Ibid, §59
[26] Ibid, §73
[27] Ibid, §79
[28] Ibid, §90
[29] Ibid, §106
[30] Ibid, §128-130
[31] Ibid, §136-139
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