RE FREEMAN FINTECH CORPORATION LTD

RE FREEMAN FINTECH CORPORATION LTD

The court sanctioned the Scheme because the statutory criteria for sanction were satisfied, the unsecured creditors who voted approved it unanimously, and the Macanese‑law governed debt did not undermine the Scheme’s utility given the Company has no Macau assets and the Scheme will prevent enforcement proceedings in...

Source-derived case information.

Citation
[2021] HKCFI 310
Parties
Company: Freeman Fintech Corporation Limited; Petitioners/applicants: Joint and several Provisional Liquidators of Freeman Fintech Corporation Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
2 February 2021
Case Number
HCMP2304/2020
Procedural Posture
Scheme of Arrangement Under the Companies Ordinance (cap 622) / Hearing to Sanction Scheme (petition to Sanction)
Outcome
Petition to sanction Scheme granted; order sanctioning the Scheme made.
Legal Topics
Scheme of Arrangement, Scheme Sanction, Rule in Gibbs (foreign Governed Debt), Utility of Scheme, Recognition and Enforcement
Source Language
en
Company Law Insolvency Law Cross Border Recognition and Enforcement Scheme of Arrangement Scheme Sanction Rule in Gibbs (foreign Governed Debt) Utility of Scheme Recognition and Enforcement

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Parties

Freeman Fintech Corporation Limited

Company

Joint and several Provisional Liquidators of Freeman Fintech Corporation Limited

Petitioners/applicants

Procedural Posture

Scheme of Arrangement Under the Companies Ordinance (cap 622) / Hearing to Sanction Scheme (petition to Sanction)

Legal Issues

  1. 1 Whether statutory criteria for sanctioning a scheme under Companies Ordinance were met
  2. 2 Whether creditors constituted a single class for voting
  3. 3 Whether the Scheme was duly convened and approved by the required majorities

Ratio Decidendi

The court sanctioned the Scheme because the statutory criteria for sanction were satisfied, the unsecured creditors who voted approved it unanimously, and the Macanese‑law governed debt did not undermine the Scheme’s utility given the Company has no Macau assets and the Scheme will prevent enforcement proceedings in Hong Kong; accordingly the petition to sanction the Scheme was granted.

Court Disposition

Petition to sanction Scheme granted; order sanctioning the Scheme made.

Orders

  • Order sanctioning the Scheme as handed to the court
  • The sanctioned Scheme prevents unsecured creditors from taking enforcement proceedings within the jurisdiction of the Hong Kong courts