Australian Securities and Investments Commission v 24-U Pty Ltd (No 2)

[2025] FCA 570

FEDERAL COURT OF AUSTRALIA

Australian Securities and Investments Commission v 24-U Pty Ltd (No 2) [2025] FCA 570

File number:	NSD 1523 of 2024
Judgment of:	STEWART J
Date of judgment:	2 June 2025
Catchwords:	CORPORATIONS – where orders made following hearing that external administrators be released in relation to defendant companies and that ASIC deregister the defendant companies – where release and deregistration order stayed pending receipt and consideration of objections – where objections received in relation to two of the defendant companies – whether stay should be extended
Division:	General Division
Registry:	New South Wales
National Practice Area:	Commercial and Corporations
Sub-area:	Corporations and Corporate Insolvency
Number of paragraphs:	12
Date of hearing:	Determined on the papers
Date of last submission/s:	29 May 2025
Counsel for the Plaintiff:	J Shepard and Dr N J Lennings
Solicitor for the Plaintiff:	Australian Securities and Investments Commission
Counsel for the First and Second Interest Persons (the External Administrators):	C A Hamilton-Jewell
Solicitor for the First and Second Interested Persons (the External Administrators):	Hamilton Locke
Counsel for the Third Interested Person (Mr Raymond Wong):	S K Morris
Solicitor for the Third Interested Person (Mr Raymond Wong):	Hiways Lawyers

ORDERS

NSD 1523 of 2024

BETWEEN:

AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

Plaintiff

AND:

24-U PTY LTD (ACN 660 136 603)

First Defendant

ROOTIE TECH SOLUTIONS PTY LTD (ACN 663 868 237)

Second Defendant

ALEOS CAPITAL MARKETS PTY LTD (ACN 664 271 925) (and others named in the Schedule)

Third Defendant

ORDER MADE BY:	STEWART J
DATE OF ORDER:	2 JUNE 2025

THE COURT ORDERS THAT:

Titan Capital Markets Pty Ltd

1.The stay of order 48 of the orders dated 21 March 2025 in respect of Titan Capital Markets Pty Ltd, the sixty-first defendant, be lifted.

International Finance Asia Pty Ltd

2.Subject to further order, the stay of order 48 of the orders dated 21 March 2025 in respect of International Finance Asia Pty Ltd, the seventy-sixth defendant, be extended until the determination referred to in order 5 below.

3.By 2 July 2025, Mr Raymond Wong, the objector in relation to the seventy-sixth defendant, file and serve on ASIC and the Liquidators an affidavit setting out what investigations of any assets of the seventy-sixth defendant have been undertaken at his instance during the period of the stay referred to in order 2 and any submissions in support of what further course he seeks in the proceeding in respect of the seventy-sixth defendant.

4.By 9 July 2025, ASIC and the Liquidators file and serve on each other and on Mr Raymond Wong any evidence and/or submissions they wish to make in response to the affidavit and submissions referred to in order 3.

5.The question of the further course of the proceeding concerning the seventy-sixth defendant be determined on the papers.

Note:   Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

STEWART J:

Introduction

1. On 21 March 2025, I made orders winding up the 95 defendants to this proceeding. I also made a number of ancillary orders which include the following:

   Release & Deregistration

   48. Subject to order 49, pursuant to s 480 of the Corporations Act, the External Administrators are released (Release) in relation to the Defendant Companies and ASIC is to deregister the Defendant Companies except the 62^nd and 69^th defendants.

   49. Order 48 is stayed until 11 April 2025, unless, by 10 April 2025, any objection is made to order 48 under r 7.6 of the Corporations Rules, in which event order 48 remains stayed until further order in relation to any defendant in respect of which any objection was made.

2. A number of objections as referred to in order 49 were received, several in relation to Titan Capital Markets Pty Ltd (the sixty-first defendant) and one in respect of International Finance Asia Pty Ltd (IFA, the seventy-sixth defendant). As a result, order 48 was stayed in respect of those defendants under order 49, as well as under order 1 of orders I made on 10 April 2025 (see [4] below). It is convenient to deal with each of those defendants in turn.

3. These reasons assume familiarity with the reasons published previously in this proceeding, namely ASIC v 24-U Pty Ltd [2025] FCA 321, in particular [48] and [122]-[131] in respect of Titan.

   Titan Capital Markets Pty Ltd – the sixty-first defendant

4. A large number of emails from people purporting to be investors of substantial sums with Titan objecting to, amongst other things, the release of the liquidators and the deregistration of Titan were received by the Court and the liquidators. Treating those emails as objections within the meaning of order 49, on 10 April 2025 I ordered that order 48 be stayed insofar as it concerns Titan, pending further order. I also ordered that the liquidators reply to each of the emails giving notice to the objectors that they may make brief written submissions setting out the reasons they have for objecting to the release of the liquidators of Titan and/or the deregistration of that company. Further programming was provided for.

5. The liquidators received submissions from nine of the objectors. The gravamen of the submissions is that the investors have lost large sums of money and they wish to have it back. However, none of the submissions identify any assets of Titan or how any assets might be identified. A number of the submissions refer to a “Howard Yan” who was purportedly the CEO of Titan and whose profile was put forward in encouraging investors to invest with Titan. The liquidators had not previously heard of Mr Yan and have undertaken some investigations.

6. The liquidators’ investigations have turned up extracts from webpages apparently published by Titan in 2023 which state that Mr Yan was Titan’s CEO. They state that Mr Yan graduated from the University of Hong Kong with an EMBA degree and that he has more than 20 years of extensive experience in foreign exchange investments, funds and other finance related fields. He is said to have joined Titan as CEO in 2022 “with the responsibilities to lead the senior management team and overseeing the execution of Titan Capital Markets global corporate strategy and operational objectives”. Another website, which contains the extracts referred to, suggests that Mr Yan is fictitious and that no trace of him as a real person can be found.

7. Mr Yan has never been recorded by ASIC as a director of Titan. It is not clear that Mr Yan even exists – he may indeed be fictitious. In that regard, ASIC records Titan’s director as Klaus Huber who is defined as a “No Records Director” as previously referred to, ie there is no record that he has ever been in Australia. He may also be fictitious. The only former director of Titan was a Non-Consenting Director, ie they did not consent to their appointment indicating that false information was submitted to ASIC. In the circumstances, the information from the objectors that Titan said that its director was a “Howard Yan” does not assist at all in identifying any assets, even an asset in the nature of a chose in action against a director.

8. The result is that despite the submissions received from objectors, my conclusions with respect to Titan remain the same. Notably, those conclusions include that there is no prospect of the liquidators finding and recovering any assets of Titan without being funded, no one has come forwarded with any funding, there is no point in a conventional winding up, and there is no reason why the liquidators should not be released and the company deregistered.

9. For those reasons, I will bring the stay of order 48 in respect of Titan to an immediate end.

   International Finance Asia Pty Ltd – the seventy-sixth defendant

10. Raymond Wong filed an objection to the release of the liquidators and the immediate deregistration of IFA. The essential basis to the objection is that Mr Wong has instructed an expert in crypto currency to investigate the recovery of possible crypto assets of IFA. He has requested a period of five weeks from 15 May 2025 for that investigation to be undertaken to which neither ASIC nor the liquidators have objected.

11. Taking the date of 2 July 2025 suggested by ASIC as the date by which Mr Wong should report on the progress of the investigation, it is suitable to make orders requiring Mr Wong to report by affidavit and to set out in brief submissions what further course he seeks in respect of the proceeding as it concerns IFA, by that date. I propose to give ASIC and the liquidators a further week to respond, whereafter I will decide whether the stay should be further extended or whether it should lapse. By that course, Mr Wong will have an extension of the stay for a period of more than eight weeks.

12. Needless to say, if Mr Wong does not file an affidavit as required by my orders, I will lift the stay, as the only reason justifying it will have come to an end.

I certify that the preceding twelve (12) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Stewart.

Associate:

Dated:       2 June 2025

SCHEDULE OF PARTIES

NSD 1523 of 2024
Plaintiff	AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION
First Interested Person	CATHERINE MARGARET CONNEELY
Second Interested Person	THOMAS DONALD BIRCH
Third Interested Person	RAYMOND WONG
Defendants
First Defendant	24-U PTY LTD (ACN 660 136 603)
Second Defendant	ROOTIE TECH SOLUTIONS PTY LTD (ACN 663 868 237)
Third Defendant	ALEOS CAPITAL MARKETS PTY LTD (ACN 664 271 925)
Fourth Defendant	ALEOS CAPITAL PTY LTD (ACN 674 120 015)
Fifth Defendant	CLOUD BRIDGE CAPITAL PTY LTD (ACN 661 715 966)
Sixth Defendant	COMO TRADE PTY LIMITED (ACN 662 933 799)
Seventh Defendant	DISCOVERY CAPITAL GROUP PTY LTD (ACN 667 981 437)
Eighth Defendant	ENCLAVE PRIME PTY LTD (ACN 662 396 278)
Ninth Defendant	EXTREME GLOBAL PTY LTD (ACN 670 559 672)
Tenth Defendant	EXTREND CAP INTERNATIONAL PTY LTD (ACN 658 757 807)
Eleventh Defendant	GAOMAN CAPITAL GROUP TRADING PTY LTD (ACN 659 170 073)
Twelfth Defendant	GOLD RUSH GLOBAL GROUP PTY LTD (ACN 666 677 265)
Thirteenth Defendant	GOLD RUSH GROUP PTY LTD (ACN 658 757 772)
Fourteenth Defendant	GOLDWELL GLOBAL PTY LTD (ACN 669 654 540)
Fifteenth Defendant	GTS ENERGY MARKETS GROUP PTY LIMITED (ACN 645 815 569)
Sixteenth Defendant	INVDOM PTY LTD (ACN 675 681 268)
Seventeenth Defendant	KHAMA CAPITA PTY LTD (ACN 662 934 072)
Eighteenth Defendant	QRS GLOBAL PTY LTD (ACN 665 543 966)
Nineteenth Defendant	RAYZ LIQUIDITY PTY LTD (ACN 670 366 542)
Twentieth Defendant	TOPMAX GLOBAL PTY LTD (ACN 662 561 748)
Twenty-First Defendant	TRADEWILL GLOBAL PTY LIMITED (ACN 653 239 500)
Twenty-Second Defendant	TSHAN MARKETS PTY LTD (ACN 674 120 140)
Twenty-Third Defendant	UPONE GLOBAL FINANCIAL SERVICES PTY LTD (ACN 675 268 774)
Twenty-Fourth Defendant	19 SECURITIES PTY LIMITED (ACN 667 009 743
Twenty-Fifth Defendant	ATOM GLOBAL MARKETS PTY LTD (ACN 678 573 138)
Twenty-Sixth Defendant	BKS MARKETS PTY LTD (ACN 668 857 976)
Twenty-Seventh Defendant	BROAD TIMES INTERNATIONAL PTY LIMITED (ACN 671 961 890)
Twenty-Eighth Defendant	CAITU INTERNATIONAL SECURITIES PTY LTD (ACN 664 050 926)
Twenty-Ninth Defendant	FOX DIGI PTY LTD (ACN 663 890 506)
Thirtieth Defendant	GENESIS CAPITAL RESOURCES PTY LTD (ACN 661 621 469)
Thirty-First Defendant	GEO SECURITIES PTY LTD (ACN 662 140 418)
Thirty-Second Defendant	GOLDTON SECURITIES PTY LTD (ACN 658 356 097)
Thirty-Third Defendant	GONGDE INTERNATIONAL PTY LIMITED (ACN 669 729 793)
Thirty-Fourth Defendant	GREAT VIRTUE PTY LIMITED (ACN 668 832 826)
Thirty-Fifth Defendant	GSE GLOBAL INTERNATIONAL PTY LTD (ACN 660 196 396)
Thirty-Sixth Defendant	GUANG QUAN INTERNATIONAL PTY LTD (ACN 668 974 383)
Thirty-Seventh Defendant	GUANGYU SECURITIES PTY LIMITED (ACN 668 451 429)
Thirty-Eighth Defendant	GUANHONG SECURITIES PTY LIMITED (ACN 661 474 577)
Thirty-Ninth Defendant	GUOFA INTERNATIONAL PTY LTD (ACN 671 454 265)
Fortieth Defendant	GUOTAI INTERNATIONAL PTY LTD (ACN 670 790 655)
Forty-First Defendant	HONTAK INTERNATIONAL PTY LTD (ACN 671 706 335)
Forty-Second Defendant	HUS GLOBAL PTY LTD (ACN 677 904 102)
Forty-Third Defendant	HUS US PTY LIMITED (ACN 677 474 289)
Forty-Fourth Defendant	ILLU MARKETS GROUP PTY LTD (ACN 666 124 492)
Forty-Fifth Defendant	INTRADE US PTY LTD (ACN 676 946 606)
Forty-Sixth Defendant	INUC GLOBAL PTY LTD (ACN 678 172 962)
Forty-Seventh Defendant	JINHOU INTERNATIONAL PTY LIMITED (ACN 664 819 210)
Forty-Eighth Defendant	JINTE NET BLOCKCHAIN PTY LTD (ACN 643 223 965)
Forty-Ninth Defendant	JUNCHENG TRADE PTY LTD (ACN 675 132 895)
Fiftieth Defendant	NASD TRADING GROUP PTY LIMITED (ACN 660 933 059)
Fifty-First Defendant	OCEANUS WEALTH SECURITIES PTY LTD (ACN 667 232 644)
Fifty-Second Defendant	RAC MARKETS PTY LTD (ACN 662 485 967)
Fifty-Third Defendant	RICH GOLD GROUP PTY LTD (ACN 676 210 441)
Fifty-Fourth Defendant	RIDDER TRADER PTY LTD (ACN 643 571 377)
Fifty-Fifth Defendant	RISING SUN CAPITAL PTY LTD (ACN 661 452 759)
Fifty-Sixth Defendant	RN PRIME PTY LTD (ACN 664 101 937)
Fifty-Seventh Defendant	CERRAM META CLICK PTY LTD (ACN 644 633 063)
Fifty-Eighth Defendant	SEVENTY INVESTECH PTY LTD (ACN 665 400 699)
Fifty-Ninth Defendant	SHAN YU INTERNATIONAL PTY LIMITED (ACN 668 038 944)
Sixtieth Defendant	STANDARD HOLDING GROUP PTY LTD (ACN 659 150 642)
Sixty-First Defendant	TITAN CAPITAL MARKETS PTY LTD (ACN 658 387 118)
Sixty-Second Defendant	TRADEHALL PTY LTD (ACN 641 032 402)
Sixty-Third Defendant	TRILLION GLOBAL CAPITAL PTY LTD (ACN 660 834 757)
Sixty-Fourth Defendant	VOLMAX GROUP PTY LTD (ACN 658 899 640)
Sixty-Fifth Defendant	VSFX FINANCIAL PTY LTD (ACN 651 792 488)
Sixty-Sixth Defendant	YUYING INTERNATIONAL PTY LIMITED (ACN 669 482 526)
Sixty-Seventh Defendant	ZHONGKE GLOBAL PTY LTD (ACN 670 931 905)
Sixty-Eighth Defendant	ZHONGYING GLOBAL PTY LTD (ACN 663 466 073)
Sixty-Ninth Defendant	AUDRN FINANCIAL GROUP PTY LTD (ACN 602 539 462)
Seventieth Defendant	AUSFIT MART PTY LTD (ACN 664 142 241)
Seventy-First Defendant	GREAT PLAN SERVICE PTY LIMITED (ACN 669 595 288)
Seventy-Second Defendant	KWAKOL MARKETS PTY LTD (ACN 656 656 665)
Seventy-Third Defendant	RUISEN SECURITIES PTY LIMITED (ACN 666 827 550)
Seventy-Fourth Defendant	AXIMTRADE PTY LTD (ACN 655 873 377)
Seventy-Fifth Defendant	IEXS GLOBAL PTY LTD (ACN 664 408 226)
Seventy-Sixth Defendant	INTERNATIONAL FINANCE ASIA PTY LTD (ACN 670 137 345)
Seventy-Seventh Defendant	MERCURY SECURITIES GROUP PTY LTD (ACN 663 112 221)
Seventy-Eighth Defendant	RUIFU INTERNATIONAL PTY LTD (ACN 670 605 893)
Seventy-Ninth Defendant	TUOTENDA CAPITAL GROUP PTY LTD (ACN 654 956 153)
Eightieth Defendant	YINRUI INTERNATIONAL PTY LIMITED (ACN 671 080 658)
Eighty-First Defendant	90RICH MARKETS PTY LTD (ACN 679 210 032)
Eighty-Second Defendant	AUS FINANCIAL AUSTRALIA PTY LTD (ACN 663 182 536)
Eighty-Third Defendant	BULLANT CAPITAL (AUS) PTY LTD (ACN 663 849 956)
Eighty-Fourth Defendant	DAKIN INTERNATIONAL PTY LTD (ACN 658 014 656)
Eighty-Fifth Defendant	GAOSHENG AR PTY LTD (ACN 661 750 330)
Eighty-Sixth Defendant	HENG FU TONG SECURITIES PTY LTD (ACN 680 316 705)
Eighty-Seventh Defendant	NEWRGY PTY LTD (ACN 659 949 014)
Eighty-Eighth Defendant	RHINO SECURITIES PTY LTD (ACN 662 588 427)
Eighty-Ninth Defendant	ROYAL TUNGSTEN PTY LTD (ACN 659 522 540)
Ninetieth Defendant	VOREX TRADING PTY LTD (ACN 656 321 792)
Ninety-First Defendant	BHP MARKETS PTY LTD (ACN 658 757 745)
Ninety-Second Defendant	CLSA CAPITAL GROUP INV PTY LTD (ACN 676 141 512)
Ninety-Third Defendant	KATY CAPITAL PTY LTD (ACN 652 540 120)
Ninety-Fourth Defendant	RENA MARKETS PTY LTD (ACN 664 271 854)
Ninety-Fifth Defendant	SOPHIE CAPITAL FINANCIAL TRADING PTY LTD (ACN 658 204 347)