Du v Li - [2025] NZHC 2073

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2023-404-000962

[2025] NZHC 2073

UNDER the Companies Act 1993 and the Contract and Commercial Law Act 2017

BETWEEN

SUFANG DU

Plaintiff

AND

JIANPENG LI

First Defendant

INITIAL POWER TRADE LIMITED

Second Defendant

LI&LI FAMILY TRUST LIMITED and

YANG LI as trustees of a family trust Non Party

On the papers

Counsel:

C Jiang for Plaintiff

S W M Piggin for First Defendant A Ho for Second Defendant

Minute:

25 July 2025

JUDGMENT OF VAN BOHEMEN J

[on application for freezing orders and appointment of interim liquidator/receiver]

This judgment was delivered by me on 25 July 2025 at 5:45 pm Pursuant to Rule 11.5 High Court Rules

Registrar/Deputy Registrar Date……………………………..

Solicitors:
Tompkins Wake, Auckland ESL Legal Ltd, Auckland Northern Legal Ltd, Auckland S Piggin, Auckland

DU v LI [2025] NZHC 2073 [25 July 2025]

[1] Sufang Du applies without notice for an order freezing the assets of Jianpeng (William) Li in New Zealand and overseas or in any place outside of New Zealand, including:

(a)Mr Li’s interest as a shareholder in Initial Power Trade Ltd (IPT Ltd);

(b)funds in Mr Li’s personal bank accounts; and

(c)the net proceeds of sale of the property at 9/30 John Jennings Drive, Oteha, Auckland sold by Li&Li Family Trust Ltd and Yang Li.

[2] Mr Du also applies under ss 174 and 246 of the Companies Act 1993 for an order appointing Simon Dalton and Benjamin Francis as interim liquidators of IPT Ltd or, alternatively, as receivers of IPT Ltd.

[3] Affidavits by Mr Du and his wife, Jiansheng (Alison) Li, have been filed in support of the application.

[4] Mr Du has signed an undertaking to comply with any order made by the Court for payment of damages to the respondents if it is established that the freezing order should not have been made.

[5]Counsel for Mr Du has filed a memorandum in support of the application.

[6] The application was filed on 18 July 2025. Because of work pressures in the Court Registry, it was not brought to my attention until today, 25 July 2025. I apologise to Mr Du and counsel for the delay.

[7] Because of the delay, I have considered it appropriate to decide the application on the papers and without convening a telephone conference of all counsel, as I would usually have done.

Background

[8]There is a considerable litigation history to the current application.

[9] Mr Du says he and Mr Li had an agreement to purchase, through IPT Ltd, Wrights Outdoor Equipment Centre, a business then managed by Mr Li. The agreement was that Mr Du would hold 75 per cent of the shares and Mr Du 25 per cent. Mr Du alleges that, when incorporating IPT Ltd, Mr Li registered Mr Du as having 70 per cent of the shares and himself as having 30 per cent. Mr Du further alleges that Mr Li later caused the Companies Register…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Du v Li

Details

AGLC: Du v Li [2025] NZHC 2073
Case: [2025] NZHC 2073
Decision Date: 25 July 2025

CaseChat Overview and Summary

Sufang Du, the plaintiff, has applied to the High Court of New Zealand, Auckland Registry, for an order freezing the assets of Jianpeng Li, the first defendant, both in New Zealand and overseas. The application also seeks the appointment of Simon Dalton and Benjamin Francis as interim liquidators or receivers of Initial Power Trade Ltd, the second defendant. The application was made without notice, supported by affidavits from Mr Du and his wife, Jiansheng Li, and a memorandum from Mr Du's counsel. The plaintiff alleges that he and Mr Li had an agreement to purchase Wrights Outdoor Equipment Centre through IPT Ltd, with Mr Du to hold 75% of the shares. However, Mr Du claims that Mr Li altered the share register to show himself as the sole director and shareholder and that he misappropriated funds from IPT Ltd. The court must decide whether to grant the freezing orders and whether to appoint an interim liquidator or receiver of IPT Ltd. The court's reasoning is based on the principles set out in Liu v Kang, where the judge must be satisfied that the plaintiff has a good arguable case and that there is a real risk that the defendant may dissipate assets. The court found that Mr Du has a sufficiently plausible foundation for his claims and that there is a risk that Mr Li may alienate or dissipate assets of IPT Ltd and himself. The court also considered the balance of convenience and decided that it lies in favour of making the freezing orders sought. However, the court did not consider it appropriate to appoint an interim liquidator or receiver without notice due to the lack of information about the circumstances of IPT Ltd, particularly regarding other creditors. The court granted the freezing orders for two weeks and required the proceeding to be called in the Duty Judge list to set a date for a hearing if the orders are to be extended further.

The court's orders include a restraint on Jianpeng Li from removing, disposing of, or diminishing the value of his assets in New Zealand and overseas, including his interest as a shareholder in Initial Power Trade Ltd, funds in his personal bank accounts, and the net proceeds of sale of the property at 9/30 John Jennings Drive, Oteha, Auckland. The freezing order is set to expire on 15 August 2025 unless extended by further order of the court. The court also ordered Mr Li to serve a copy of the judgment and his application on Mr Du and IPT Ltd and required the proceeding to be called in the Duty Judge List at 10 am on 4 August 2025.

Orders