VPOWER GROUP HOLDINGS LTD V. CRRC HONG KONG CAPITAL MANAGEMENT CO. LTD (and 1 other)

[2025] HKCA 952 Court of Appeal 28 October 2025 • CAMP117/2025; CAMP118/2025 • 19 min read

9 cases cited (0 HK, 9 foreign)

Outcome

Leave to appeal dismissed

leave to appeal is therefore dismissed.

Source: [2025] HKCA 952, Court of Appeal, decided 28 October 2025. Read directly from the judgment.

Judges (2)

G Lam Coram Ng Coram

Counsel (7)

Baker & McKenzie Firm Haldanes Firm Bernard Man Counsel Defendant Danny Tang Counsel Defendant Shaun Elijah Tan Counsel Defendant Victor Dawes Counsel Plaintiff Vincent Chen Counsel Plaintiff

Case Significance

Vpower Group Holdings Ltd v CRRC Hong Kong Capital Management Co. Ltd (and 1 other) [2025] HKCA 952, decided 28 October 2025, was an application for leave to appeal arising under the Companies (Winding Up and Miscellaneous Provisions) Ordinance, following the Court of First Instance decisions Vpower Group Holdings Ltd v CRRC Hong Kong Capital Management Co Ltd (and 1 other) [2025] HKCFI 551 and [2025] HKCFI 2388. The intended ground contended that the finance lease agreements between the parties were in substance or effect loans of money within the meaning of the Money Lenders Ordinance, engaging also the Securities and Futures Ordinance, including its section 3(1) definitions.

The Court of Appeal held that "leave to appeal is therefore dismissed." The determination drew on authorities including (2016) 19 HKCFAR 192, [2016] 1 HKLRD 850, [2023] 1 HKLRD 1386, [1997] HKLRD 1, [1962] AC 209 and [1997] QB 858, alongside the earlier decision [2022] HKCFI 960.

Summary

VPower Group Holdings Limited (偉能集團控股有限公司), a listed company, applied for leave to appeal in two related proceedings (CAMP 117 and 118/2025) against CRRC Hong Kong Capital Management Co. Ltd involving a statutory demand and winding-up proceedings. The dispute concerned repayment undertakings and finance lease agreements. The Court of Appeal determined the applications.

What did the Court of Appeal decide in Vpower Group Holdings Ltd v CRRC Hong Kong Capital Management Co. Ltd [2025] HKCA 952?

The Court of Appeal held that "leave to appeal is therefore dismissed," in proceedings under the Companies (Winding Up and Miscellaneous Provisions) Ordinance, following the earlier decisions in Vpower Group Holdings Ltd v CRRC Hong Kong Capital Management Co Ltd [2025] HKCFI 551 and [2025] HKCFI 2388.

What legal issue was raised in the intended appeal in Vpower Group Holdings Ltd v CRRC Hong Kong Capital Management Co. Ltd [2025] HKCA 952?

The intended ground contended that the finance lease agreements were in substance or effect loans of money within the meaning of the Money Lenders Ordinance, engaging provisions of the Securities and Futures Ordinance including section 3(1).