RE TIAN SHAN DEVELOPMENT (HOLDING) LTD

RE TIAN SHAN DEVELOPMENT (HOLDING) LTD

Because the issued shares traded on the Hong Kong Stock Exchange were fully paid and validation would not leave creditors worse off — while refusal risked suspension or cancellation of the company's listing — the court granted the validation order in terms of the exhibited draft.

Citation
[2022] HKCFI 781
Parties
Company (applicant): Tian Shan Development (Holding) Limited; Petitioner: Petitioner; Official Receiver: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
21 March 2022
Case Number
HCCW484/2021
Procedural Posture
Companies (winding Up) Proceedings / Application for Validation Order Determined on the Papers
Outcome
Validation order granted
Legal Topics
Validation of Share Transfers, Winding Up, Listing Suspension and Cancellation
Source Language
EN
Company Law Insolvency Law Securities Regulation Validation of Share Transfers Winding Up Listing Suspension and Cancellation

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Parties

Tian Shan Development (Holding) Limited

Company (applicant)

Petitioner

Petitioner

Official Receiver

Official Receiver

Procedural Posture

Companies (winding Up) Proceedings / Application for Validation Order Determined on the Papers

Legal Issues

  1. 1 Whether to grant a validation order for transfers of issued fully paid shares made after presentation of a winding-up petition
  2. 2 Whether creditors would be better or worse off if the validation order is granted or refused
  3. 3 Whether refusal to validate would risk suspension or cancellation of the company's listing and thereby harm creditors' position

Ratio Decidendi

Because the issued shares traded on the Hong Kong Stock Exchange were fully paid and validation would not leave creditors worse off — while refusal risked suspension or cancellation of the company's listing — the court granted the validation order in terms of the exhibited draft.

Court Disposition

Validation order granted

Orders

  • Validation order granted in terms of the draft exhibited as SJX-4 to the Affirmation of Si Jingxin filed on 22 February 2022
  • Application to be determined on the papers (ordered for reasons of public health)