RE 3D-GOLD CO LTD

RE 3D-GOLD CO LTD

The schemes were sanctioned because the statutory prerequisites were satisfied, each class of creditors (single class) was fully informed and voted unanimously, and the restructuring offered materially higher recoveries and faster realisation than likely insolvent liquidation; leave to sell Hang Fung's remaining stock was granted because the price offered by the Investor, although discounted, produced materially better returns than estimated forced-sale values and was therefore in the best interests of Hang Fung and its creditors.

Citation
RE 3D-GOLD CO LTD
Parties
Advocate for Petitioners and Provisional Liquidators: Mr William Wong; Company (subject to Schemes): Gold Technology Limited (Holdings); Subsidiary (subject to Scheme and Winding Up): Hang Fung; Investor: China Gold Silver Group Company Limited; Official Receiver: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
9 July 2009
Case Number
HCMP1205/2009
Procedural Posture
Scheme of Arrangement Under Companies Ordinance (s166) and Related Winding Up Proceedings / Sanction Hearing and Reasons for Judgment (judgment Delivered Granting Sanction and Leave to Sell)
Outcome
Schemes of arrangement sanctioned and leave granted to provisional liquidators to sell Hang Fung's remaining stock to the Investor
Legal Topics
Scheme of Arrangement, Sanction of Scheme, Provisional Liquidators, Sale of Assets in Insolvency, Creditor Voting, Restructuring
Source Language
EN
Company Law Insolvency Equity Commercial Law Scheme of Arrangement Sanction of Scheme Provisional Liquidators Sale of Assets in Insolvency +2 more

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Parties

Mr William Wong

Advocate for Petitioners and Provisional Liquidators

Gold Technology Limited (Holdings)

Company (subject to Schemes)

Hang Fung

Subsidiary (subject to Scheme and Winding Up)

China Gold Silver Group Company Limited

Investor

Official Receiver

Official Receiver

Procedural Posture

Scheme of Arrangement Under Companies Ordinance (s166) and Related Winding Up Proceedings / Sanction Hearing and Reasons for Judgment (judgment Delivered Granting Sanction and Leave to Sell)

Legal Issues

  1. 1 Whether the schemes of arrangement should be sanctioned under s166 of the Companies Ordinance
  2. 2 Whether statutory requirements and the "intelligent and honest man" test for creditor approval were satisfied
  3. 3 Whether the provisional liquidators should have leave to sell Hang Fung's remaining stock to the Investor and whether the price was fair and in creditors' interests

Ratio Decidendi

The schemes were sanctioned because the statutory prerequisites were satisfied, each class of creditors (single class) was fully informed and voted unanimously, and the restructuring offered materially higher recoveries and faster realisation than likely insolvent liquidation; leave to sell Hang Fung's remaining stock was granted because the price offered by the Investor, although discounted, produced materially better returns than estimated forced-sale values and was therefore in the best interests of Hang Fung and its creditors.

Court Disposition

Schemes of arrangement sanctioned and leave granted to provisional liquidators to sell Hang Fung's remaining stock to the Investor

Orders

  • Schemes of arrangement under s166 Cap.32 sanctioned for each of the subject companies.
  • Leave granted to the provisional liquidators of Hang Fung to sell the remaining stock to China Gold Silver Group Company Limited on the terms contemplated by the Schemes.