RE AP PROCUREMENT MACAO COMMERCIAL OFFSHORE LTD

RE AP PROCUREMENT MACAO COMMERCIAL OFFSHORE LTD

The court granted the orders appointing the joint and several provisional liquidators as liquidators because appointment of the Ernst & Young trustees would create at least a perceived conflict of interest given their role as trustees in the bankruptcy of Woo Koo-ping, the likelihood of rival duties and disputed claims between the bankruptcy estate and the companies, the absence of effective opposition at the hearing, and the cost-effectiveness and continuity of having the provisional liquidators continue in office.

Citation
[2019] HKCFI 1062
Parties
Subject Company: Easy Carry Limited; Subject Company: Kokin Limited (高建企業有限公司); Subject Company: Long Profit International Limited (利長國際有限公司); Subject Company: K.C.K. Garment Factory Limited (立基製衣廠有限公司); Subject Company: AP Procurement Macao Commercial Offshore Limited (AP Procurement澳門離岸商業服務有限公司); Applicants (provisional Liquidators Seeking Appointment as Liquidators): Joint and several provisional liquidators; Joint and Several Trustee in Bankruptcy of Mr Woo Koo Ping (bankrupt): Stephen Liu Yiukeung; Joint and Several Trustee in Bankruptcy of Mr Woo Koo Ping (bankrupt): Yen Chingwai David; Interested Party (unrepresented): Diamond Force Limited; Interested Party (unrepresented in Hccw299/2014): Oriented Prosperity Co Limited; Shareholder / Authorising Entity (referred to in Dispute Over Voting Authority): Mastery Gain; Bankrupt / Related Party: Mr Woo Koo-ping (Eric Woo); Official Receiver (neutral): Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
27 March 2019
Case Number
HCCW301/2014
Procedural Posture
Companies (winding Up) Proceedings / Hearing on Appointment of Liquidators — Decision
Outcome
Order granted in terms of the summonses; provisional liquidators appointed as liquidators
Legal Topics
Appointment of Liquidators, Conflict of Interest, Creditors and Contributories Voting, Trustee Duties
Source Language
EN
Company Law Insolvency Bankruptcy Civil Procedure Appointment of Liquidators Conflict of Interest Creditors and Contributories Voting Trustee Duties

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Parties

Easy Carry Limited

Subject Company

Kokin Limited (高建企業有限公司)

Subject Company

Long Profit International Limited (利長國際有限公司)

Subject Company

K.C.K. Garment Factory Limited (立基製衣廠有限公司)

Subject Company

AP Procurement Macao Commercial Offshore Limited (AP Procurement澳門離岸商業服務有限公司)

Subject Company

Joint and several provisional liquidators

Applicants (provisional Liquidators Seeking Appointment as Liquidators)

Stephen Liu Yiukeung

Joint and Several Trustee in Bankruptcy of Mr Woo Koo Ping (bankrupt)

Yen Chingwai David

Joint and Several Trustee in Bankruptcy of Mr Woo Koo Ping (bankrupt)

Diamond Force Limited

Interested Party (unrepresented)

Oriented Prosperity Co Limited

Interested Party (unrepresented in Hccw299/2014)

Mastery Gain

Shareholder / Authorising Entity (referred to in Dispute Over Voting Authority)

Mr Woo Koo-ping (Eric Woo)

Bankrupt / Related Party

Official Receiver

Official Receiver (neutral)

Procedural Posture

Companies (winding Up) Proceedings / Hearing on Appointment of Liquidators — Decision

Legal Issues

  1. 1 Whether the provisional liquidators should be appointed as liquidators of the five companies
  2. 2 Whether trustees in bankruptcy from Ernst & Young could be appointed liquidators given potential conflicts of interest
  3. 3 Validity of votes cast at contributories' meetings by authority of Mastery Gain

Ratio Decidendi

The court granted the orders appointing the joint and several provisional liquidators as liquidators because appointment of the Ernst & Young trustees would create at least a perceived conflict of interest given their role as trustees in the bankruptcy of Woo Koo-ping, the likelihood of rival duties and disputed claims between the bankruptcy estate and the companies, the absence of effective opposition at the hearing, and the cost-effectiveness and continuity of having the provisional liquidators continue in office.

Court Disposition

Order granted in terms of the summonses; provisional liquidators appointed as liquidators

Orders

  • Order in terms of the summonses appointing the joint and several provisional liquidators as the liquidators of the five companies