RE COUNTRY GARDEN HOLDINGS COMPANY LTD

RE COUNTRY GARDEN HOLDINGS COMPANY LTD

The Scheme was sanctioned because it pursues a permissible restructuring purpose, creditors were organised into two appropriate classes based on differing legal rights (notably entitlement to SCA for Class 1), sufficient information was provided (post-amendments) to enable informed voting, the statutory majorities...

Source-derived case information.

Citation
[2026] HKCFI 1619
Parties
Petitioner / Company: Country Garden Holdings Company Limited (碧桂園控股有限公司); Controlling Shareholder: Ms Yang Huiyan; Class of Creditors Affected by Scheme: Scheme Creditors; Lender (opposed Inclusion of TF Loan): Tai Fung
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
19 March 2026
Case Number
HCMP1366/2025
Procedural Posture
Miscellaneous Proceedings (scheme of Arrangement Under Companies Ordinance) / Sanction Hearing and Reasons for Judgment (sanction Granted Subject to Amendment)
Outcome
Scheme between Country Garden Holdings and Scheme Creditors sanctioned by the Court subject to amendment of clause 10.7 to make the Administrative Parties' indemnity enforceable only to the extent permitted by applicable law.
Legal Topics
Scheme of Arrangement, Sanction of Scheme, Class Composition, Third Party Releases, Security Sharing and Compensation, Recognition Under Chapter 15 US Bankruptcy Code, Disclosure and Explanatory Statement, Restructuring Conditions
Source Language
en
Company Law Insolvency and Restructuring Cross Border Insolvency Securities and Finance Law Contract Law Scheme of Arrangement Sanction of Scheme Class Composition +5 more

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Parties

Country Garden Holdings Company Limited (碧桂園控股有限公司)

Petitioner / Company

Ms Yang Huiyan

Controlling Shareholder

Scheme Creditors

Class of Creditors Affected by Scheme

Tai Fung

Lender (opposed Inclusion of TF Loan)

Procedural Posture

Miscellaneous Proceedings (scheme of Arrangement Under Companies Ordinance) / Sanction Hearing and Reasons for Judgment (sanction Granted Subject to Amendment)

Legal Issues

  1. 1 Whether the scheme serves a permissible purpose and should be sanctioned
  2. 2 Whether the composition of classes of creditors is appropriate
  3. 3 Whether creditors received sufficient information to make informed decision

Ratio Decidendi

The Scheme was sanctioned because it pursues a permissible restructuring purpose, creditors were organised into two appropriate classes based on differing legal rights (notably entitlement to SCA for Class 1), sufficient information was provided (post-amendments) to enable informed voting, the statutory majorities were obtained, and the Scheme yields materially better recoveries than liquidation; sanction was conditional on the Company amending clause 10.7 to limit indemnity to that enforceable under applicable law.

Court Disposition

Scheme between Country Garden Holdings and Scheme Creditors sanctioned by the Court subject to amendment of clause 10.7 to make the Administrative Parties' indemnity enforceable only to the extent permitted by applicable law.

Orders

  • Scheme between the Company and the Scheme Creditors sanctioned by the High Court subject to the Company amending clause 10.7 as confirmed at the hearing
  • Company to effect the Scheme and Restructuring in accordance with the Scheme Documents and Restructuring Conditions (including Longstop Date provisions)