4. The Registrations were removed under s 181 of the PPSA in consequence of each of the Other Parties giving to the applicant an amendment demand under s 178 (amendment demand) in respect of each of the Registrations. What occurred is set out in more detail below.
5. However, in short, the Registrar made an amendment as permitted by item 1 of s 178 to remove each of the Registrations following giving to the applicant an amendment notice in respect of the respective amendment demands.
6. In respect of the amendment in relation to registration 3783, the delegate said in their reasons:[4]

21. In making my decision as a delegate of the Registrar as to whether or not to register a financing change statement, I was compelled to consider any response from the Secured Party to the amendment notice and any other relevant information (per subsection 181(4)). In this regard I note that: > > a. On 24 June 2024, the Deputy Registrar sent the Secured Party an amendment notice (Amendment Notice) with respect to the Registration to the Secured Party's address for service, inviting the Secured Party to amend the Registration or to respond in writing before 1 July 2024 if the Secured Party asserted the Amendment Demand was not authorised; and > > b. no response to the Amendment Notice was received from the Secured Party. > > 22. At the time the decision was made, no evidence of a consensual security agreement granting a security interest in the collateral had been provided. > > 23. Under s 181(4)(a) of the PPSA, the Registrar is empowered to make a decision where no response has been received from the Secured Party. There is no obligation to follow up with secured parties if no response to the Amendment Notice has been received. > > 24. For the reasons above, I did not suspect on reasonable grounds that the amendment demanded by the Applicant was not authorised under section 178 of the PPSA because no collateral described in the Registration secures any obligation owed by a debtor to the secured party. Therefore, pursuant to section 181 of the PPSA, I made the decision to register a financing change statement amending the Registration in accordance with the Amendment Demand.

7. With minor differences as to the date amendment notices were sent, the reasons in respect of registration 1403 and registration 5926 were the same.[5]

1. The review application was heard by the Tribunal on 16 October 2025.
2. The documents relevant to the proceedings was contained in 2 volumes entitled "Agreed Bundle of Documents" (hearing bundle/HB). The hearing bundle became Exhibit A.
3. The hearing bundle included the following documents:

(a) the applicant's Statement of Facts, Issues and Contentions (SFICS) in respect of proceedings 2024/10564 and 2024/10566 being the proceedings in which Metals was the Other Party; > > (b) the applicant's SFICS in respect of proceedings 2024/10567 in which KMG was the Other Party; > > (c) the Other Parties' SFICS; > > (d) the Registrar's SFICS; > > (e) the applicant's SFICS in reply; > > (f) affidavits of Liu Chang (for the applicant) affirmed 29 April 2025 and 12 September 2025 and Haidong Chi (for the respondent) affirmed 7 August 2025; > > (g) a joint agreed chronology from the applicant and Registrar and a second, modified chronology from the Other Parties; and > > (h) documents provided to the Tribunal by the Registrar (T documents) as required by s 23 of the Administrative Review Tribunal Act 2024 (Cth) (ART Act).

4. The hearing was by video and proceeded by way of oral submissions made by each of the parties. There was no cross examination of the witnesses.
5. On the day before the hearing was due to commence, the Tribunal received an application to join a further party (joinder application). That application was made by Sin-Tang Mining Pty Ltd (STM). The application was supported by an affidavit of Mr Chi. STM is the holder of a security interest registered on 27 June 2024. STM said its priority would be affected by any decision made in these proceedings which had the effect of reinstating the Registrations.
6. At the commencement of the hearing, the legal representative of STM, Mr McDonald, appeared by video. Agreement was reached that the substantive hearing would proceed with the joinder application being dealt with later. This was done in order to avoid an adjournment and the costs which would be incurred. Directions were made in connection with the joinder application, the determination of which is the subject of separate reasons.
7. At the conclusion of oral submissions, the hearing of the proceedings was adjourned for possible further hearing, pending a determination of the joinder application.
8. Subsequent to the hearing, the Tribunal received submissions from STM in support of the joinder application as well as submissions from the applicant and the Registrar. The application was made under s 22(1)(c) of the ART Act and the parties agreed that the application could be dealt with on the papers.
9. The joinder application was refused. The reasons for that decision have been provided separately.

1. In order to understand the submissions and the substance of the dispute the Tribunal is to resolve, it is convenient to set out a brief history of the dealings between the parties and the security interests to which the Registrations relate.
2. Also relevant to these Proceedings, is litigation in the Supreme Court of Hong Kong (Hong Kong proceedings), between the applicant and two companies, Top Power Enterprises Ltd and Pacific View Industrial Ltd (Borrowers) in which the Bank seeks to recover monies provided under a facility agreement. The securities provided by the Other Parties were collateral said to be provided under that facility agreement.
3. In the Hong Kong proceedings, the Bank claims from the Borrowers in excess of US$340 million said to be owing under a facility agreement dated 18 November 2013 (Original Facility Agreement) which was amended and restated on:

(i) 31 December 2014 (2014 Deed); > > (j) 28 December 2017 (2017 Deed); and > > (k) 21 March 2018 (2018 Letter). > > (Collectively Facility Agreement)

(a) Metals granted the following securities in favour of the applicant in support of the Borrowers' obligations under the Facility Agreement: > > > (i) a mining mortgage dated 20 January 2015[6] (Metals Mortgage); and > > > > (ii) a general security deed dated 2 February 2015[7] (Metals GSD), > > > > and > > (b) KMG granted the following securities in favour of the applicant to support of the Borrowers' obligations under the Facility Agreement: > > > (i) a guarantee and indemnity dated 20 January 2015[8] (KMG Guarantee); and > > > > (ii) a general security deed dated 2 February 2015[9] (KMG GSD). > > > > (Collectively the Other Parties Securities)

5. There is also no dispute about the following matters:

(a) the security interest granted by the Metals Mortgage, the Metals GSD and the KMG GSD was perfected by registration on the Register; > > (b) each of the Other Parties issued an amendment demand in respect of each of the Registrations seeking the removal of each of the Registrations; > > (c) the Registrar issued a notice under s 180 of the PPSA (amendment notice) in respect of each of the Registrations inviting the applicant to submit a response to the amendment demand; > > (d) the applicant did not reply to any of the amendment notices; > > (e) in respect of each of the Registrations, decisions were made to remove them from the register as follows: > > > (i) registration 3783 on 31 August 2024 (3783 decision); > > > > (ii) registration 5926 on 10 September 2024 (5926 decision); and > > > > (iii) registration 1403 on 31 August 2024 (1403 decision). > > (Collectively the removal decisions) > > (f) The Registrar, on request of the applicant, subsequently provided reasons for the removal decisions. As necessary, I will refer to these as the 3783 removal reasons, 5926 removal reasons and 1403 removal reasons.

6. In relation to not replying to the Registrar's amendment notices, the applicant says that they were sent by email and received into the email boxes of former employees that were not checked. Consequently, the amendment notices did not come to the attention of the applicant and therefore no response was provided. An affidavit of Mr Chang contained in the hearing bundle sought to provide evidence about what had occurred.
7. Of this evidence, the Other Parties noted that the applicant re-registered the security interests in question by applications on 4 December 2024, prior to filing the proceedings in the Tribunal on 13 December 2024.
8. In their SFICS, the Other Parties said the actions of the applicant in filing the review applications "is to regain its 'priority' against third parties in respect of the collateral of Metals and KMG". Of the evidence concerning email boxes and receipt of the amendment notices, the Other Parties continued:[10]

58. The Affidavit of Liu Chang affirmed on 29 April 2025 (Chang Affidavit) at [8] does not state what enquiries the deponent made when forming the views at [8(a)]-[8(b)] of the Chang Affidavit. On what basis did the deponent form the conclusion that "nobody employed by the Applicant has accessed [their] email inboxes since their employment with the Applicant ceased". For example, does the deponent intend for this statement to include all current and former employees of the Applicant between the period 2014 to 29 April 2025? Similarly, what specific enquiries did the deponent make as regards access or use of those email inboxes for the period between May 2024 and August 2024 when the Respondent was communicating to the Applicant in respect of the Registrations? > > 59. In any event, it would be peculiar that a party in the Applicant's position (heightened by the fact it is an overseas Bank with purported security interests in Australia) can simply state (at a very high level) that as a result of a self-inflicted administrative oversight, it now seeks to re-register its purported security interest on the PPSR and by extension regain its priority over other third parties, impugning the function of the PPSR as a public notice board for third parties.

9. There is no dispute concerning the review applications being brought in time, nor that the hearing before the Tribunal is a de novo hearing. As such, any issue concerning the circumstances in which the applicant became aware of the removal decisions and any explanation in relation to those matters appears irrelevant to the resolution of the review applications.

1. The issue is whether the amendment to remove the Registrations is authorised under s 178(1) Table item 1 of the PPSA. Section 181 provides the Registrar must amend the Register by removing the Registrations unless the Registrar "suspects on reasonable grounds that the amendment is not authorised under section 178".
2. In its SFICS, the applicant says:[11]

37. The Registrar is essentially required to determine whether there is a "security interest" within the meaning of PPSA, s 12. There are thus two questions for the decision-maker, here the Tribunal, when determining an application such as the present: > > (a) is there a transaction which creates an interest in personal property? (the Transaction Question); and > > (b) does the interest in personal property secure payment or the performance of an obligation? (the Obligation Question). > > 38. In effect, the Registrar must have reasonable grounds to suspect that one or both of the Transaction Question or the Obligation Question cannot be answered in favour of the secured party, here the Applicant.

Similarly, the Registrar says the approach to be taken in determining whether to remove a registration is as follows:[12]

24. ... > > (c) Accordingly, whether an amendment is authorised under s 178(1), item 1 and available at the interest-holder's initiative may be determined by asking: > > > (i) first, whether the interest-holder has an interest in the personal property described by the registration; > > > > (ii) second, whether there is a transaction that provides for an interest in that personal property held by the secured party; and > > > > (iii) third, whether there is an obligation owed by a debtor to the secured party, the payment or performance of which is secured as a matter of substance by the interest provided for by the transaction. > > 25. The second and third steps are similar to the 'transaction question' and the 'obligation question' referred to by the Applicant: [37] of the Applicant's Metals SFIC; [36] of the Applicant's KMG SFIC.

The Other Parties defines the issue as follows:[13]

Whether there are, pursuant to s 181 of the PPSA, reasonable grounds to suspect the amendments sought by Metals respect of the Metals Registrations and KMG in respect of the KMG Registration, and amendments subsequently made by the Respondent are not authorised under s 178 of the PPSA. To determine this issue, the Tribunal will, by reason of s 150(1)(a) of the PPSA, need to consider whether the Applicant has a 'security interest' (as defined in s 12 of the PPSA) in the collateral described in the Registrations, which includes an analysis as to whether the collateral is securing an outstanding obligation.

Of s 12 of the PPSA and the definition of "security interest" the Other Parties say:[14]

(a) there must be an outstanding obligation - the obligation may be monetary (note the reference to 'payment') or non-monetary (note the reference to 'performance');

In respect of this matter, the Other Parties say:[15]

40. For the purposes of this application, the Other Parties submit that the first element is not met, that is there is no outstanding obligation (whether payment or performance) which subsists under the Facility Agreement, or the Security Documents, such that the definition of 'security interest' under s 12 does not presently apply. In this regard, a transaction which may give rise to a security interest must always 'secure payment or performance of an obligation'.

Reference was made by the Other Parties to the decision of Central Cleaning Supplies (Aust) Pty Ltd v Elkerton[16] [2015] VSCA 92 (Central Cleaning) at [15]. 8. As to the test to be applied concerning the expression "suspects on reasonable grounds", the Other Parties:[17]

(a) accepted, as contended by the applicant, that the standard of reasonable grounds was that stated in by the High Court in George v Rockett[18] (George) at 112. There, the Court said: > > When a statute prescribes that there must be "reasonable grounds" for a state of mind- including suspicion and belief- it requires the existence of facts which are sufficient to induce that state of mind in a reasonable person. > > (b) did not accept: > > > (i) the Applicant's Metals SFIC and Applicant's KMG SFIC accurately reflects the test that is to be applied by the Tribunal in these review applications; or > > > > (ii) the decision in Denbride Pty Ltd and Registrar of Personal Property Securities[19] (Denbride) lends support to that characterisation adopted by the Applicant. > > (c) said the statement of Senior Member McCabe (as His Honour then was) in Denbride at [16] "ought not to be construed as imposing any limitations on the range of enquiries this Tribunal must consider in disposing of these review applications in order to answer the key question (which is accepted by the Applicant) being whether there is a security interest, within the meaning of s 12 of the PPSA, in the collateral described in the Registrations". The Other Parties continued: > > In Denbridge (sic), the Applicant sought that the Tribunal make findings as to the unconscionability or otherwise of the circumstances relating to the secured party's request for indemnity in relation to certain costs claimed by the counterparty, which indemnity was governed by a franchise agreement between the parties. The Senior Member's comments were directed towards narrowing the Tribunal's task to the enquiries relevant to the existence of the security interest. The Other Parties accept such enquiries are proper and necessary in these review applications, however, they do not accept the proposition advanced by the Applicant that the Tribunal's task is constrained as to what those enquiries may entail. > > (d) relied on the decision of Davidson and Registrar of Personal Property Securities[20] (Davidson) particularly at [57] to [60]. Of Davidson the Other Parties said: > > 47. The learned member in Davidson relevantly observed as follows: > > > (a) notwithstanding the fact that the Tribunal need only form a suspicion in relation to the matters contemplated by s 181 (1) of the PPSA, the Tribunal on review must "have more than a "feeling" that cannot be supported by pointing to any objective event or events to support it"; > > > > (b) whether the requisite suspicion arises "must be assessed in light of where that position has been struct having regard to all of the evidentiary material" (emphasis added); > > > > (c) Parliament has "weighted the scales in favour of rectification", referring to the rectification sought by a party which served the amendment notice, with the scales only capable of being overcome by the counterparty adducing material that leads the Registrar (and now the Tribunal) to suspect on reasonable grounds that the amendment is not authorised by s 178 of the PPSA. > > 48. That more liberal characterisation of the test is consistent with the approach of the AAT in Everlyte and Registrar of Personal Property Securities [2020] AATA 2584 (Everlyte). In Everlyte, the Tribunal had cause to, and did, consider a range of questions of law and fact necessary to resolve the particular application before it. Crucial in that respect are the observations of the Tribunal at [75], where the Tribunal Member makes an explicit finding of fact that the transaction the subject of the review did not arise, such that the security interest contended for by the Applicant did not arise.

9. Having referred to various authorities concerning the test "suspects on reasonable grounds", the Other Parties continued:[21]

49. In light of the above authorities, the Other Parties submit that: > > (a) the Tribunal, in disposing of these review applications, must consider the substance of the transaction which the Applicant alleges gives rise to the security interests purportedly created by the Security Documents; > > (b) in deciding whether it has formed a reasonable suspicion as to the authorisation of the respective amendments to the PPSR requested by the Other Parties, the Tribunal must point to an objective event or events to support that suspicion, having regard to all of the evidentiary material that is before it which gives rise to the transaction in its entirety; and > > (c) notwithstanding that it is not the Tribunal's role to resolve a wider commercial dispute, it is submitted that the Tribunal must assess all of the material before it which supports or otherwise undermines the existence of a security interest, having regard to the essential elements of a security interest (as set out above) for the purposes of s 12 of the PPSA. > > 50. For the avoidance of doubt, the Other Parties do not seek that the Tribunal make any finding of fact in these review applications as regards the substantive issues which are the subject of the HK Proceedings. In this regard, the Other Parties position is simple: until such time as there is a determination in the HK Proceedings in relation to, among other things, the Facility and the Oral Agreement, there is no transaction which currently secures payment or performance of an obligation for the purposes of s 12 of the PPSA.

10. In order to understand this last submission, namely that there is no security interest, it is convenient to set out the Other Parties' statement of facts concerning the Hong Kong Proceedings and their contentions about why no security interest exists and no outstanding obligation is owed.

1. The Other Parties describe those proceedings and the subject matter of the disputes therein as follows:[22]

Hong Kong Proceedings > > 13. In 2020, the Applicant commenced proceeding no. HCA 265/2020 in the High Court of Hong Kong against Top Power Enterprises Limited, Pacific View Industrial Limited and Mr Du (HK Proceedings). The issues in dispute in the HK Proceedings (which remain on foot) relate to the Applicant's enforcement of the Facility Agreement. A background explanation as to the HK Proceedings is set out in an interlocutory decision in those proceedings which is annexed to the affidavit of Haidong Chi sworn 7 August 2025. > > 14. Pursuant to the Facility Agreement, the Applicant extended a facility of $250,000,000 (USD) (Facility) to the Borrowers. > > 15. The principal purpose of the Facility extended by the Applicant to the Borrowers under the Facility Agreement was to finance the acquisition of a 35% equity stake in the Victoria Iron Ore mine in Victoria (Victoria Project). > > 16. During 2014, Mr Du had plans to invest in real estate development in Singapore (Singapore Projects). Due to foreign exchange control in Mainland China, Mr Du experienced difficulty in obtaining sufficient funding for the Singapore Projects. > > 17. In or about August 2014, Mr Du met with Mr Zhihong Lin (President Lin), who was the president of the Applicant at the time. During that meeting, President Lin first advised Mr Du in respect of the following matters: > > (a) the existence of the Facility Agreement and the Victoria Project; > > (b) that the Borrowers were in default of their obligations pursuant to the Facility Agreement; and > > (c) in consequence of the Borrowers' default, the Applicant was seeking interest from capable investors to take over the Facility. > > 18. Around this period (mid to late 2014), Mr Du asked Mr Chi to conduct due diligence in relation to the Victoria Project. Shortly thereafter, Mr Chi travelled to Victoria to view the project and concluded that it did not have any economic value and would not produce cash flow sufficient to service the borrowers' liability pursuant to the Facility Agreement. > > 19. Subsequently, Mr Du advised President Lin that: > > (a) the Victoria Project did not have any economic value, and could not produce cash flow sufficient to service the Borrowers' liability to the Applicant pursuant to the Facility Agreement; > > (b) if Mr Du's related entities were to acquire the shares of the Borrowers for the purpose of assuming the Borrowers' obligations in the Facility, the source of funds for repayments due under the Facility Agreement would need to originate from other investments (separate to the Victoria Project); and > > (c) if the Applicant would be willing to provide US$300,000,000 (Du Advance) to Mr Du and his related entities to assist in funding the Singapore Projects, Mr Du would be able to produce the cash flow necessary from the Singapore Projects for the servicing of the interest and principal on the Facility, and permit Mr Du's related entities to undertake to meet any obligations of the Borrowers under the Facility Agreement, which obligations would be assumed by Mr Du's related entities. > > 20. In or about early December 2014, President Lin, on behalf of the Applicant, and Mr Du agreed that: > > (a) Mr Du was to enter into a guarantee to guarantee the repayment of the debts owed by the Borrowers pursuant to the Facility Agreement (Guarantee); > > (b) the Applicant was to postpone the maturity of the Facility by three years, which the Borrowers could extend by a further two years at the expiration of those initial three years; > > (c) the Applicant was to provide funding to Mr Du, being the Du Advance, to support Mr Du's funding of the Singapore Projects; > > (d) it was a condition precedent to the repayment obligations of the Borrowers under the Facility Agreement, and that of Mr Du under the Guarantee, that the Applicant had fully provided the Du Advance to Mr Du (or his related entities) to fund Mr Du's investment in the Singapore Projects (Condition Precedent), > > (together, the terms of the Oral Agreement). > > 21. As a result of the Oral Agreement, Mr Du and the Other Parties separately agreed to provide security in favour of the Applicant. > > 22. In Metals' case, and on the strict basis that the Condition Precedent was to be fully complied with by the Applicant, Metals executed the following documents in favour of the Applicant; > > (a) the Metals Mortgage, executed on behalf of Metals by Mr Du and Mrs Du; and > > (b) the Metals GSD, executed on behalf of Metals by Mr Du and Mrs Du. > > 23. In KMG's case, and on the strict basis that the Condition Precedent was to be fully complied with by the Applicant, KMG executed the following documents in favour of the Applicant; > > (a) the KMG Guarantee, executed on behalf of KMG by Mr Du and Mrs Du; and > > (b) the KMG GSD, executed on behalf of KMG by Mr Du and Mrs Du. > > 24. Subsequently, the Applicant made available the aggregate amount of $141,000,000.00 to entities associated with Mr Du to finance investment in the Singapore Projects. > > 25. To date, the balance of the Du Advance (Outstanding Sum) has not been made available by the Applicant to Mr Du or his related entities.

2. As to why there is no security interest, the Other Parties say:[23]

No security interest exists > > 51. The transaction in this matter is not simply confined by the terms of the Security Documents in isolation. As submitted above, the Tribunal on review, must ascertain whether the substance of the relevant transaction, and the entirety of the factual matrix, gives rise to the existence of the security interest contended for by the Applicant. > > 52. The relevant factual matrix of the transaction resulting in the entry by the Other Parties into the respective Security Documents, which factual matrix the Tribunal is required to have regard to in these review applications, is summarised at paragraphs 12 to 25 above. > > 53. In short, the Other Parties' position is: > > (a) Mr Du and the Other Parties assumed obligations to secure the Facility under the Amendment and Restatement Deed dated 31 December 2014, in parallel to and as a result of the Oral Agreement; > > (b) in strict reliance upon the anticipated satisfaction by the Applicant of the Condition Precedent to the Oral Agreement, the Other Parties entered into the respective Security Documents; > > (c) the Applicant's provision of the entirety of the Du Advance to Mr Du (or his related entities), being the Condition Precedent to the Oral Agreement, never materialised, such that the Outstanding Sum payable to Mr Du pursuant to the Facility Agreement (as restructured) remains outstanding; > > (d) the balance of Mr Du's obligations pursuant to the Oral Agreement were not required to be performed by Mr Du, by reason of the Applicant's failure to satisfy the Condition Precedent; and > > (e) in consequence of the matters at (a) to (d) above, the object of the transaction never came to fruition, such that the obligation to secure any default on the part of the Borrowers in the Facility, which the Applicant purports is secured by the Security Documents, does not exist. > > 54. Accordingly, the Other Parties submit that there is no outstanding obligation owed to the Applicant, such that there is no present security interest in the collateral described in the Registrations, for the purposes of s 12 of the PPSA. In those circumstances, it is the Other Parties' position that: > > (a) it would not be open for the Tribunal to make a finding that the Applicant has a security interest in the collateral described in the Registrations when regard is had to the substance of the transaction, including the factual matrix in paragraphs 13 to 25 above (in other words, the Security Agreements cannot be read in isolation when determining these review applications); and > > (b) in consequence of (a), there are no reasonable grounds to form the basis of any suspicion in the mind of a member of this Tribunal that the amendment was not authorised, having regard to the test to be applied under s 178 of the PPSA.

3. The oral submissions of the Other Parties were to like effect. Counsel for the Other Parties submitted:

The balance of Mr Du's obligations pursuant to the oral agreement were never required to be performed because the applicant failed to provide the funds and in consequence of those matters, the object of the transaction never came to fruition.

1. These proceedings concern the removal of the Registrations from the Register.
2. The Registrations relate to security interests said to exist on favour of the applicants as secured parties.

1. Section 12 of the PPSA defines a security interest as follows:

12 Meaning of security interest > > (1) A security interest means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property). Note: For the application of this Act to interests, see section 8. > > (2) For example, a security interest includes an interest in personal property provided by any of the following transactions, if the transaction, in substance, secures payment or performance of an obligation: > > (a) a fixed charge; > > (b) a floating charge; > > (c) a chattel mortgage; > > (d) a conditional sale agreement (including an agreement to sell subject to retention of title); > > (e) a hire purchase agreement; > > (f) a pledge; > > (g) a trust receipt; > > (h) a consignment (whether or not a commercial consignment); > > (i) a lease of goods (whether or not a PPS lease); > > (j) an assignment; > > (k) a transfer of title; > > (l) a flawed asset arrangement.

2. Once registered, s 177 of the PPSA provides that an amendment demand may be given under part 5.6 of the Act. This section states:

Part 5.6 - Amendment demands > > Division 1 - Introduction > > 177 Guide to this Part > > A person with an interest in collateral may require changes to the registration, by way of an amendment demand given to the secured party. An amendment demand may be made if: > > (a) the obligation owed by a debtor to the secured party is not secured by collateral described in the registration; or > > (b) the particular collateral in which the person has an interest does not secure any obligation owed by a debtor to the secured party. > > An amendment demand, if not voluntarily complied with, may be pursued by an administrative process activated by the Registrar, or by an application to a court. The secured party may also apply to a court to oppose an amendment demand.

3. Inter alia, an amendment demand may seek removal of a registration.
4. Section 178 provides for how an amendment demand is given by the person with an interest in the collateral:

178 How amendment demands are given > > (1) A person with an interest (including a security interest) in collateral described in a registration with respect to a security interest may give a demand (an amendment demand), in writing, to the secured party for a financing change statement to be registered to amend the registration as authorised by the following table: > > Note: If the secured party does not comply with the amendment demand, the demand may be enforced under Subdivision A (administrative process) or Subdivision B (judicial process) of Division 2

No collateral described in the registration secures any obligation (including a payment) owed by a debtor to the secured party.

Amendment to end effective registration (including an amendment to remove the registration).

1. There is no dispute each of the Other Parties has an interest in the collateral, the subject of each of the Registrations and could therefore give an amendment demand.
2. Section 180 provides for the Registrar must give an amendment notice to the secured party if an amendment demand is given to the Registrar in accordance with s 180(3) of the PPSA.
3. Where an amendment notice is given by the Registrar, s 181 relevantly provides:

181 Administrative process - registration amendments > > (1) If an amendment notice is given to a secured party under section 180, after the end of the period covered by subsection (3), the Registrar must (at his or her initiative) register a financing change statement amending the registration (including an amendment to remove the registration) in accordance with the amendment demand, unless the Registrar suspects on reasonable grounds that the amendment is not authorised under section 178.

4. Separately, s 182 of the PPSA permits both the secured party and the person who gave an amendment demand to apply to a court in connection with the amendment demand. Section 182(4) permits a court to make the following orders:

(4) On an application under this section, a court may make the following orders: > > (a) if the court considers the amendment demanded to be authorised under section 178 - an order requiring the Registrar to register a financing change statement amending the registration (including an amendment to remove the registration); > > (b) if the court does not consider the amendment demanded to be so authorised - one or more of the following orders: > > (i) an order restraining the Registrar from registering a financing change statement amending the registration at the Registrar's initiative (under section 181); > > (ii) an order restraining the person who gave the amendment demand from making such further amendment demands as the court specifies; > > (iii) an order restraining the Registrar from giving the secured party amendment notices under section 180 in relation to such further amendment demands as the court specifies; > > (c) any other order that the court thinks fit.

5. As is evident from the legislation, the Registrar may not exercise the administrative function to remove a registration if the Registrar suspects on reasonable grounds that the amendment is not authorised. On the other hand, a court may determine whether or not the amendment demand is authorised and, if so, make an order to give effect to that determination, including for removal of the registration.
6. In the present case, as provided in item 1 of the Table in s 178 of the PPSA, an amendment is authorised to remove the Registrations if no collateral described in the Registrations secures an obligation owed by the debtor (in this case each of the Other Parties) to the secured party (in this case the respective applicants).
7. The issue is whether, on review, the Tribunal "suspects on reasonable grounds that the amendment is not authorised under section 178".
8. As stated in s 177 of the PPSA, this is an administrative process.
9. Determination of the issue requires a consideration of two matters.
10. First there must be an interest in personal property provided for by a transaction of a type in s 12(1) of the PPSA. For the purpose of s 12(1), transaction includes a transaction of a type in s 12(2).
11. As stated by the Court in Central Cleaning:[24]

A 'security interest' is thus an interest 'provided for by' a transaction of a particular kind. It must be a transaction which 'in substance, secures payment or performance of an obligation'. Under s 12(2), the legislature has given a non-exhaustive list of types of transactions which may give rise to a security interest, provided always that the transaction is of the relevant character, that is, it 'secures payment or performance of an obligation'.

12. If there is no transaction that secures payment or performance of the obligation in question, there can be no security interest.
13. The decision of the Administrative Appeal Tribunal (AAT) in Everlyte and Registrar of Personal Property Securities[25] (Everlyte) is an example of this point. There, the AAT rejected the submission there was a transaction of a type set out in s 12(2)(k) (a transfer of title) or s 12(2)(l) (a flawed asset arrangement) of the PPSA. The AAT said at [75]:

... The Tribunal does not consider that either of those types of transaction occurred, to which Everlyte was a party. There is simply no evidence before the Tribunal to reach such a finding. Instead, by its own evidence, Everlyte was (and claims it still is) the owner of the Helicopter, and that it was taken from Everlyte without its knowledge or authority. This evidence also supports a finding, which the Tribunal now makes, that there was no transaction of the type that fits any of the examples specified in s 12(2), including subsections (k) or (l), or that fits the general description of a "security interest" as provided for under s 12(1) of the PPSA. On the evidence presented in this case, the Tribunal is unable to identify any such transaction, and accepts the Registrar's submission that Everlyte Ltd has not been able to point to such a transaction to satisfy this fundamental element of there being a "security interest" in the Helicopter as defined by the PPSA.

14. In short, there was simply no evidence to suggest that Everlyte (who claimed to be and was in fact the owner of the Helicopter) had ever entered into any transaction with any other person or entity that fitted within ss 12(1) and (2) of the PPSA.
15. Secondly, there must be an obligation owed by a debtor to the secured party secured by the transaction.
16. If there is no debt or other obligation to which the security in question could attach, then, as provided in the Table to s 178, the removal of the registration would be authorised.
17. There is no dispute that the test for determining what are reasonable ground for the purpose of forming a suspicion for the purpose of s 181(1) of the PPSA is that stated in the decision of the High Court in George, set out above.
18. The observations of the Court in George at [13]-[14] are also relevant. There the Court said:

13. In considering the sufficiency of a sworn complaint to show reasonable grounds for the suspicion and belief to which s.679 refers, it is necessary to bear in mind that suspicion and belief are different states of mind (Homes v. Thorpe [1925] SAStRp 37; (1925) SASR 286, at p 291; Seven Seas Publishing Pty. Ltd. v. Sullivan (1968) NZLR 663, at p 666). ... > > 14. Suspicion, as Lord Devlin said in Hussien v. Chong Fook Kam [1969] UKPC 26; (1970) AC 942, at p 948, "in its ordinary meaning is a state of conjecture or surmise where proof is lacking: 'I suspect but I cannot prove.'" The facts which can reasonably ground a suspicion may be quite insufficient reasonably to ground a belief, yet some factual basis for the suspicion must be shown. In Queensland Bacon Pty. Ltd. v. Rees [1966] HCA 21; (1966) 115 CLR 266, a question was raised as to whether a payee had reason to suspect that the payer, a debtor, "was unable to pay (its) debts as they became due" as that phrase was used in s.95(4) of the Bankruptcy Act 1924 (Cth). Kitto J. said (at p 303): > > "A suspicion that something exists is more than a mere idle wondering whether it exists or not; it is a positive feeling of actual apprehension or mistrust, amounting to 'a slight opinion, but without sufficient evidence', as Chambers's Dictionary expresses it. Consequently, a reason to suspect that a fact exists is more than a reason to consider or look into the possibility of its existence. The notion which 'reason to suspect' expresses in sub-s.(4) is, I think, of something which in all the circumstances would create in the mind of a reasonable person in the position of the payee an actual apprehension or fear that the situation of the payer is in actual fact that which the sub-section describes - a mistrust of the payer's ability to pay his debts as they become due and of the effect which acceptance of the payment would have as between the payee and the other creditors." > > The objective circumstances sufficient to show a reason to believe something need to point more clearly to the subject matter of the belief, but that is not to say that the objective circumstances must establish on the balance of probabilities that the subject matter in fact occurred or exists: the assent of belief is given on more slender evidence than proof. Belief is an inclination of the mind towards assenting to, rather than rejecting, a proposition and the grounds which can reasonably induce that inclination of the mind may, depending on the circumstances, leave something to surmise or conjecture.

19. However, there is a dispute as to the extent of the enquiry to be made.
20. The applicants relied on the decision of Denbride at [15]-[16] and Ryan and Registrar of Personal Property Securities at [23] as supporting the following submission: [26]"

Importantly, the Tribunal is not to determine any substantive dispute between the parties as to the validity of the Registration as a matter of substance. There may be commercial issues which ought to be resolved by a court of competent jurisdiction. Rather, the task of the Tribunal is a narrow one. Indeed, the Registrar and consequently the Tribunal have no real means of determining complex issues of fact and law in consideration of an amendment notice.

21. As noted above, the Other Party did not accept this approach accurately reflected the approach to be taken by the Tribunal in review proceedings. Rather, as set out in the Other Parties' SFICS, they submitted that while the Tribunal's role was not to resolve a wider commercial dispute between the parties, it was required to "assess all the material before it which supports or otherwise undermines the existence of a security interest, having regard to the essential elements of a security interest ... for the purposes of s 12 of the PPSA".[27]
22. In making this submission, the Other Parties relied on the decision in Davidson, which referred to the decision of the Full Federal Court in Goldie v Commonwealth of Australia[28] concerning the s 189 of the Migration Act 1958 (Cth). There, the AAT said (citations omitted):[29]

57. The principles in these authorities are relevant in deciding whether the Registrar "suspects on reasonable grounds" that the amendment is not authorised under s 178. They show that care must be taken to focus on the subject of any such suspicion. The Tribunal need not be satisfied of the subject on the balance of probabilities or even feel "certain" in order to suspect on reasonable grounds that it is not authorised. It must, however, have more than a "feeling" that cannot be supported by pointing to any objective event or events to support it. It must look to the whole matrix of information in the context of the issue to be decided. > > 58. To adapt the words of the Full Court of the Federal Court in Goldie v Commonwealth of Australia, that leads to the conclusion that a suspicion on reasonable grounds must be placed on the spectrum between certainty and irrationality at a position that is not too close to irrationality. Precisely where that position is struck depends on the subject of the suspicion and the relevance of that subject in the wider legislative scheme. Whether a decision-maker has a suspicion on reasonable grounds must then be assessed in light of where that position has been struck having regard to all of the evidentiary material. > > CONSIDERATION > > The legislative scheme regarding amendment of the Register > > 59. The subject of the suspicion is the authorisation of the amendment under s 178. The immediate context in which the issue must be decided is the registration of the financing change statement but the wider context is the integrity of the system of regulation of security interests. It is a system that seeks to ensure that the interests of the grantor and those of the secured party are protected as are those of third parties who may have dealings involving personal property in which a security interest is held. It is a system where registration provides those protections but where registration may also limit the ability of a person to deal with that personal property even though the payment or obligation in relation to which the security interest was given has been made or performed. > > 60. The procedure set out in s 178 followed by the administrative process set out in ss 180 and 181 enables a person who has an interest in personal property that is the subject of a registered security interest to demand rectification of the Register. Parliament has not imposed an onus on the person seeking rectification to establish that payment has been made or the obligation performed. It has not left the matter to be decided on the balance of probabilities. Instead, it has weighted the scales in favour of rectification as sought by the person who gave the secured party the amendment notice under s 180. That weighting, however, can be overcome not by the secured party's having to establish on the balance of probabilities that the amendment is not authorised but by there being material that leads the Registrar, and this Tribunal in turn, to suspect on reasonable grounds that the amendment is not authorised by s 178. Suspicion on reasonable grounds is a less rigorous standard than satisfaction on the balance of probabilities. The weighting can be contrasted with that in s 182, which sets out the judicial process for considering an amendment demand. On an application to it, a court must consider whether the amendment demanded is, or is not, authorised by s 178. It would do that on the balance of probabilities for no mention is made of any other standard of proof.

23. Also relevant is the observations of Parker J in Wickham Hill Investment Pty Ltd v Ding,[30] where His Honour said:

140. Part 5.6 deals with amendment demands. Amendments to the register are made pursuant to amendment notices. Once an amendment notice has been given to a secured party then the Registrar must register a financing change statement reflecting the demand unless the Registrar suspects, on reasonable grounds, that the amendment is not authorised under s 178. In deciding whether to register a financing change statement the Registrar is required to consider any response from the secured party to the amendment notice and any other relevant information**. But the Registrar has no duty to resolve factual disputes or complex issues of law** (emphasis added) (and no real means of doing so); and it seems, is not required to give reasons. > > 141. Clearly the Act gives the Registrar the power (and the duty) to consider amendment demands. But the Registrar is not necessarily concerned to enquire into whether the amendment demand is in fact justified. The Registrar need not register the amendment demand if the Registrar believes on reasonable grounds that the amendment is not authorised under s 178. (emphasis added) Presumably the Registrar took this position in the present case on the basis that the dispute between Mr Ding and WHI gave rise to contested issues of fact and law. > > 142. Under Part 5.6 there is both an administrative process and a judicial process for determining whether a finance statement should retain registration in the face of an amendment demand. The Act itself uses those two terms. In no sense is the judicial process a continuation, or review, of the administrative one. It is quite independent. Under s 179(2) the administrative process stops applying as soon as proceedings are brought under s 182. There is nothing in the Act which suggests that the fact that the outcome of the administrative process has any significance for the outcome of the judicial process. In my opinion the state of the Register is a neutral factor.

24. The observations of Parker J equally apply to the Tribunal on review of the Registrar's decision.

1. The Tribunal has been provided with copies of the documents said by the applicant to constitute the transaction by which each security interest was created
2. In addition, the Tribunal has been provided with affidavit evidence from Mr Lui Chang, the Chief Risk Officer of the applicant and Mr Haidong Chi, currently the sole director of each of the Other Parties.
3. Mr Chang provides two affidavits. His first affidavit, affirmed 29 April 2025, annexes the Original Facility Agreement with the Borrowers and the documents said to record the security interests.
4. In his second affidavit affirmed 12 September 2025, Mr Chang gives evidence that, as of 27 August 2025, the Borrowers owed a total of $342,366.499.98 (Debt) under the Facility Agreement. The Debt consists of a total of a total of US$169,635,217.49 principal and US$172,731,282.49 in interest (including default interest) and unpaid management fees.
5. There is no evidence to suggest this sum has been repaid, nor did any party contend the amount had been repaid.
6. In his affidavit sworn 7 August 2025 (Chi affidavit), Mr Chi gives the following evidence concerning the directors of the Other Parties:[31]

(a) Mr Du, Mrs Du and Mr Chi were the directors of Metals and KMG during the period late 2014 until early 2015 being the period in which the Metals Mortgage, the Metals GSD and the KMG GSD were signed; > > (b) Mr Du was the "chairman of the Board, and controlling mind, of Metals and KMG"; > > (c) Mr Du resigned as a director of Metals and KMG on 30 March 2020; and > > (d) Mrs Du resigned as a director of Metals on 16 December 2019 and KMG on 21 January 2020.

7. Annexed to the Chi affidavit is a copy of an interlocutory decision dated 28 September 2023 in the Hong Kong proceedings (interlocutory decision).[32] The interlocutory decision concerned an appeal against an order made by a Master of the Court refusing leave to adduce expert evidence in the proceedings.
8. The interlocutory decision records:

(a) the Hong Kong proceedings are a claim by the Bank (as Plaintiff) against the Borrowers (as Defendants D1 and D2) and Mr Du (as Defendant D3) ((collectively Defendants) to recover the money provided under the Facility Agreement; > > (b) the Borrowers and Mr Du deny liability, contending: > > > (iii) the Borrowers had drawn down facilities available to them of US$250 million on 18 November 2013 at which time they had no relationship with Mr Du; > > > > (iv) the Borrowers fell into default; > > > > (v) around 2014, Mr Du was invited by the Bank to take over the loan for which the Borrowers were in default; > > > > (vi) the Borrowers and Mr Du entered the 2014 amendment deed on 31 December 2014 to extend the final maturity date for the Facility Agreement to 18 November 2017 and Mr Du executed a guarantee on 31 December 2014, taking over the loan then in default > > > > (vii) there was an oral agreement in early December 2014 (Oral Agreement) concerning the Facility Agreement and the guarantee provided by Mr Du, which included a condition precedent. The interlocutory decision records the terms of the terms of the Oral Agreement as follows:[33] > > > > 10. ... , Mr Lin (acting on behalf of the Plaintiff and as agent and security agent of the lenders under the Original Facility Agreement) and D3 reached an alleged Oral Agreement in early December 2014 whereby it was allegedly agreed that:

(1) D3 shall enter into the Guarantee to guarantee the repayment of the debts owed by DI and D2 under the Original Facility Agreement;

(2) The Plaintiff shall postpone the due date of the Defaulted Loan by 3 years. Upon expiry of those 3 years, DI and D2 could further apply for and would be granted, a two-year extension of the final maturity date;

(3) In return, the Plaintiff shall provide fresh loans totalling US$300 million to support D3's property investment projects in Singapore; and

(4) It is a condition precedent to the repayment obligation of the Defendants under the Facility Agreement and that of D3 under the Guarantee that the Plaintiff had fully provided the US$300 million loan to D3 to fund his property investment projects in Singapore ("Condition Precedent").

11. Pursuant to the Oral Agreement, D3 procured 2 corporate vehicles to purchase all the issued shares of D1 and D2 on or around 20 January 2015. The Defendants entered into the 2014 Amendment Deed on 31 December 2014 to extend the final maturity date of the Facility Agreement to 18 November 2017. D3 executed the Guarantee on 31 December 2014. D3 is thus essentially took over the Default Loan.

13. The Plaintiff made available the aggregate amount of US141million 2 companies associated with D3 in support of his property investment projects in Singapore but not the rest of the facility.

14. There is no dispute that the Outstanding Sum has not been repaid.

(viii) the condition precedent in the Oral Agreement was not satisfied in that the Bank did not provide the full amount of US$300 million loan to Mr Du to fund Mr Du's property investment projects in Singapore;

(c) the Bank denies the existence of the Oral Agreement.

1. The Hong Kong proceedings have not yet been determined, that is, there is no final determination of the liability of the Borrowers to the Bank.
2. Against the claims of the Borrowers and Mr Du are the following matters recorded in the Facility Agreement.
3. The Original Facility Agreement provided to the Borrowers facilities totalling US$250million (Facility) for the purpose of acquiring shares in a company called Victorian Iron Pty Ltd as well as for refinancing of an existing facility and for general corporate purposes.[34]
4. The Final Maturity Date for the Facility was fixed as "the date falling twenty-four (24) Months after the first Utilisation Date", a Utilisation Date defined as being a date being when a relevant loan is made. By clause 6.1, the Original Facility Agreement required for repayment of all loans, interest and fees by the Final Maturity Date.
5. At the time the Original Facility Agreement was entered into, neither of the Other Parties was a party to the Original Facility Agreement or the provider of any security in connection therewith.
6. The 2014 Deed amended the Original Facility Agreement. It concerned a restructure in respect of the Borrowers. By its terms, restructuring was the sale of shares in the Borrowers to companies associated with Mr Du.[35]
7. It fixed the "Final Maturity Date" for the Facility as 18 November 2017. Clause 6.1 was not amended.
8. The Other Parties were each an Additional Obligor under and parties to the 2014 Deed, required to provide the Other Parties Securities, the subject of this dispute. Clause 6.2 (c)(iv)-(vii) identifies the securities to be provided.
9. While the 2014 Deed made provisions for conditions subsequent, it did not contain any reference to or indicate the existence of the Oral Agreement or any condition precedent relevantly affecting the operation of the 2014 Deed and the obligations of the Other Parties.
10. The 2017 Deed stated in the recitals that its purpose was "to extend the Final Maturity Date and revise certain commercial terms under the Original Facilities Agreement".
11. The 2017 Deed fixed the Final Maturity Date for the Facility as 17 November 2019. It also replaced clause 6.1 of the original facility deed. While all loans were still repayable by the amended Final Maturity Date, new clause 6.1(c) provided:[36]

(c) Notwithstanding paragraphs (a) and (b) above, the Borrowers must, jointly and severally, repay the Loans, by no later than the Repayment Dates set out below, in an amount not less than the amount set out opposite such Repayment Date: > > Repayment Date Repayment Amount > > 17 November 2018 US$80,000,000 > > 17 May 2019 US$80,000,000 > > Final Maturity Date US$15,000,000

12. Each of the Other Parties was a party to the 2017 Deed and confirmed that the securities they had provided "continue in full force and effect and extend to any liabilities and obligations" of each of them.[37] Again, no reference was made to the Oral Agreement said to have been entered into in 2014.
13. However, the 2017 Deed also provided for Release of Security in clause 6.2 of the 2017 Deed. Clause 6.2(a) provided:[38]

Following the Amendment Effective Date and subject to Clause 6.4 (Retention of Security), if the Security Agent is satisfied that the Repayment Amount required to be repaid by no later than 17 November 2018 is repaid in full on or prior to 17 November 2018, the Security Agent shall at the written request and cost of the Borrowers release, reassign or discharge (as appropriate) the Transaction Security created under the following Security Documents and/or Finance Documents:

(i) the general security deed dated 2 February 2015 between KMG Resources and the Security Agent in respect of all the assets of KMG Resources;

(ii) the general security deed dated 2 February 2015 between Kimberley Metals and the Security Agent in respect of all the assets of Kimberley Metals;

(iii) the mortgage over mining leases dated 20 January 2015 between Kimberley Metals and the Security Agent in respect of, among other things, mining lease 80/599 and mining lease 80/600; and

(iv) the KMG Resources Guarantee.

1. That is, the Other Parties' Securities could be released if the repayment due on 17 November 2018 was made by the Borrowers.
2. Finally, the 2018 Letter further amended the Facility Agreement, inter-alia by amending clause 6.1(c) to read:[39]

(c) Notwithstanding paragraphs (a) and (b) above, the Borrowers must, jointly and severally, repay the Loans, by no later than the Repayment Dates set out below, in an amount not less than the amount set out opposite such Repayment Date: > > Repayment Date Repayment Amount > > 17 August 2018 US$80,000,000 > > 17 February 2019 US$80,000,000 > > Final Maturity Date US$15,000,000

3. The Final Maturity Date did not change. However, pursuant to clause 3.2(a) of the 2018 Letter, the release date of the securities was altered from 17 November 2018 to 17 August 2018,[40] which aligned with the adjusted Repayment Dates referred to in the previous paragraph.
4. Again, no reference was made to the Oral Agreement said to have been entered into in 2014.
5. As stated in their submissions, the Other Parties say:

(a) that the Tribunal "must ascertain whether the substance of the relevant transaction, and the entirety of the factual matrix, gives rise to the existence of the security interest contended for by the Applicant"; > > (b) the obligation to secure the facility under the 2014 Deed was assumed "in parallel to and as a result of the Oral Agreement". The Oral Agreement involve the provision to Mr Du of US$300 million to carry out property investment projects in Singapore; > > (c) the payment of all funds to be made available for Mr Du to carry out property investment projects in Singapore was a condition precedent to any assumption of obligations to secure the facility. Rather, the Other Parties contend that in aggregate and amount of only US$141 million was provided to Mr Du.

6. Consequently, the condition precedent was not satisfied and therefore the object of the transaction never came to fruition. Therefore, the Other Parties owe no obligation to the applicant.
7. Further, the Other Parties say that until such time as there is a determination in the [Hong Kong proceedings] in relation to, among other things, the Facility and the Oral Agreement, there is no transaction which currently secures payment or performance of an obligation for the purposes of s 12 of the PPSA.
8. There are a number of problems with the submissions of the Other Parties.
9. First, the submissions are couched in terms that seem to require the Tribunal to resolve the dispute between the Borrowers and the Other Parties and Mr Du concerning whether there was a collateral agreement in the form of the Oral Agreement in terms of that alleged.
10. In my view, as stated by Parker J in in Wickham Hill, in exercising the administrative function under s 181 of the PPSA, the role of the Registrar, or the Tribunal on review, is not "to resolve factual disputes or complex issues of law". Rather, discharge of the function requires the decision-maker to determine whether they "suspect on reasonable grounds that the amendment is not authorised".
11. The statutory scheme contemplates that, absent any factual basis being presented to the decision-maker supporting the existence of a security interest or a relevant debt, amendment of the Register would be authorised. On the other hand, the party seeking to maintain a registration is not required to establish any entitlement on the balance of probabilities.
12. In this regard, as the authorities to which I have referred disclose, if there is no transaction of the required type, either because it did not occur[41] or it could not have lawfully been entered into by the person said to have granted the security[42] then a suspicion on reasonable grounds could not be held.
13. On the other hand, the fact that judicial proceedings might determine any suspicion formed to be incorrect does not mean a suspicion on reasonable grounds could not be held. Rather, as stated by the High Court passages above from George, suspicion "is a state of conjecture or surmise where proof is lacking" but "some factual basis for the suspicion must be shown".
14. In this context, s 181 provides a means by which registrations can be removed by administrative process where there are no reasonable grounds to suspect the amendment is not authorised, whereas s 182 permits any dispute concerning entitlements to be finally resolved by a court.
15. In the present case, the evidence is that the Other Parties Securities were provided as required by the 2014 Deed. The obligations of the Other Parties arising in consequence of the 2014 Deed were acknowledged and confirmed by the 2017 Deed and the 2018 Agreement.
16. Each of documents constituting the Facility Agreement from time to time reflect transactions independent of an agreement to finance any property dealings Mr Du might have in Singapore. They concern acquisition of shares, refinancing and the variation of maturity dates for the Facility and repayment obligations thereunder.
17. Each of the 2017 Deed and 2018 Agreement were signed by Mr Du both as a director of the Other Parties and separately as an obligor as that expression is used in the Facility Agreement.
18. In none of those documents is there any reference to the Oral Agreement which it is alleged Mr Du entered into with the applicant. Further, despite there being various conditions precedent and conditions subsequent, there is no condition that might support the existence of the Oral Agreement as forming part of the Facility Agreement or the securities provided in connection therewith.
19. Finally, while there is indirect evidence concerning the existence of the Oral Agreement provided in the Chi affidavit, this evidence is at odds with the documents constituting the Facility Agreement and certainly does not explain why the subsequent affirmations provided by the Other Parties of the obligations to the applicant in the 2017 Deed and the 2018 Agreement should not be given effect.
20. Rather, as presently informed, the evidence indicates there are security interests within the meaning of the PPSA being an interest in personal property provided by a transaction that, in substance, secures payment or performance of an obligation.
21. The obligation in question is that of the Borrowers under the Facility Agreement.
22. Further, the evidence before the Tribunal establishes that the loans provided under the Facility Agreement have not been fully repaid, the amounts of principal, fees and interest being US$342,366,499.98, as deposed to by Mr Chang in his affidavit affirmed 12 September 2025.
23. My view is also consistent with the matters recorded in the interlocutory decision. In saying so, I note the Court suggested the facility of US$250 million had not been repaid[43] whereas, on the evidence before me, the principal amount now outstanding is US$169,635,217.69 as deposed to in the affidavits of Mr Chang.
24. For present purposes, it is not necessary to reconcile this difference or explore the reasons therefore. Suffice to say, there is a debt owed which is secured by the Other Parties Securities.
25. Having regard to these matters, I hold the suspicion that the amendment sought in each of the amendment demands served by the Other Parties on the applicant is not authorised.
26. It follows that the amendment proposed in each of the amendment demands is not authorised under s 178 and the decision of the Registrar should be set aside.

1. in reaching this conclusion I should briefly deal with some other submissions made by the Other Parties.
2. First was the submission that it was appropriate to consider the implications for third-party security holders. Here, the Other Parties submitted that the PPSA only operates properly if the Register is well and properly maintained, particularly from the "perspective of priority". As such, as a matter of policy, there is a need to consider the effect on third parties and the priorities affected by any decision made.
3. I do not accept this submission.
4. While it can be accepted that the administrative regime under ss 180 and 181 is a means by which the Register can be maintained and that, absent any response to an amendment notice, the Registrar may be able to action the amendment demand, it is not a process by which disputes are finally resolved between the parties.
5. Once a suspicion is formed on reasonable grounds, the PPSA is explicit. There is no authority to remove the registration. As with the Registrar, this obligation applies to the Tribunal on review. The PPSA does not allow for considerations of the type submitted by the Other Parties or whether the Tribunal's decision might affect priorities. The provisions giving the Tribunal authority to review the decision of the Registrar do not contain any discretion. Rather, the Tribunal is "standing in the shoes"[44] of the Registrar and must form its own view as to whether it holds a suspicion on reasonable grounds.
6. In relation to the submission concerning the Registrar's Practice Statement No. 8 - Restoration of Data to the PPSR, this relates to the Registrar exercising powers under Part 5.7 of the PPSA - Removal of data and correction of registration errors. It is not concerned with amendment demands and the circumstances applying to the exercise of power under Part 5.6 of the PPSA.
7. Lastly, the fact of the subsequent registrations on 4 December 2024 (variously described as re-registrations) is not relevant in considering whether the removal of the Registrations was authorised. As pointed out by the respondent, multiple registrations of the same security are not prohibited. While it can be accepted the Tribunal must have regard to the evidence now before it on the review application, in this case the subsequent registration does not give rise to any factual consideration related to whether removal of the Registrations from the Register was authorised.

In each of proceedings 2024/10564, 2024/10566 and 2024/10567 the Tribunal makes the following decision:

1. The decision of the respondent is set aside.
2. In substitution, a decision is made to refuse to register a financing change statement amending the Registration in accordance with the Amendment Demand as the Tribunal suspects such an amendment is not authorised under s 178 of the Personal Properties Securities Act 2009 (Cth).

[1] HB 496-7 - Search certificate for registration 3783.

[2] HB 583-4 - Search certificate for registration 5926.

[3] HB 665-6 - Search certificate for registration 1403.

[5] see HB 47 and following at 50-51 and HB 55 and following at 58-59.

[10] Other Parties SFICS at [58]-[59].

[11] Applicant's SFICS for proceedings 564 and proceedings 566 at [37]-[38], similarly, see the Applicant's SFICS for proceedings 567 at [36]-[37].

[12] Respondent's SFICS [24(c)]- [25].

[16] Central Cleaning Supplies (Aust) Pty Ltd v Elkerton [2015] VSCA 92 at [15].

[17] Other Parties' SFICS at [43] and following.

[18] (1990) 170 CLR 104; [1990] HCA 26.

[19] [2015] AATA 938.

[20] [2015] AATA 549.

[21] Other Parties' SFICS at [49]-[50].

[22] Other Parties' SFICS [13]-[25].

[23] Other Parties' SFICS [51]-[54].

[25] [2020] AATA 2584 at [75].

[26] Each of the Applicant's SFICS at [40] - HB 68 and [39] - HB 88.

[27] Other Parties' SFICS at [49(c)].

[30] [2019] NSWSC 631 at [140]- [142].

[31]Chi affidavit paragraphs 5-7 - HB 362.

[32] Chi affidavit Annexure HC-4 - HB 396.

[33] interlocutory decision at [10] - HB-398.

[34] Original facility agreement clause 3.1 - HB 131.

[35] 2014 Deed recital (B) and clause 6 - HB 210 and HB 213.

[44] Shi v Migration Agents Registration Authority [2008] HCA 31; (2008) 235 CLR 286.