In In the Matter of China First Capital Group Limited [2025] HKCFI 1441, the Court of First Instance allowed substitution and amendment applications by two investors of bonds issued by China First Capital Group Limited (“Company”), Madam Yin Meng Ting and Madam Wu Guixia.

Madam Yin applied to substitute as a petitioner and prosecute a winding up petition against the Company on the basis of unpaid principal and interest of bonds issued by the Company. The Company alleged there exists a bona fide dispute on substantial grounds that the Company’s wholly-owned subsidiary, China Sunrise Securities (International) Limited (formerly known as First Capital Securities Limited) (“FCSL”), is the only bondholder of all the bonds so issued, and that that FCSL’s bondholder role is a trustee for the investors.

The Court held that Madam Yin has locus standi to pursue her claims and petition for winding-up against the Company as the registered bondholder of the bonds, and the Company is unable to demonstrate a bona fide dispute on substantial grounds. The Court held that, on a proper textual and contextual interpretation of the Register of Bondholders, involving public announcements by the Company, contemporaneous agreements between the Company and FCSL and FCSL and Madam Yin, the structure of the bonds issued, Madam Yin is the bondholder of the bonds. FCSL only acted and was only intended to act as a placing agent and, unlike a trustee or intermediary in a global note, does not serve as any exclusive channel of enforcement.

The Company was also held to be unable to demonstrate a bona fide dispute on substantial grounds against Madam Wu’s application, which was based on an enforcement order of the Court of First Instance enforcing an arbitral award granted by a PRC arbitration commission.

As Madam Yin’s substitution summons was issued first in time, the Court acceded to her summons.

Thomas Yeon, instructed by Tang Lawyers, appeared for Madam Yin. Read the full judgment here