AESO HOLDING LTD AND OTHERS v. CHAN SIU CHUNG AND OTHERS

AESO HOLDING LTD AND OTHERS v. CHAN SIU CHUNG AND OTHERS

The court found a good prima facie case for winding up based on evidence pointing to a broader fraudulent scheme in the placing of shares and concluded that, given the Company's operational paralysis caused by breaches of undertakings, mass resignations and harassment attributable to the New Directors, provisional liquidators should be appointed to preserve and stabilise the business and assets pending trial; no undertaking as to damages was required on these inter partes applications.

Citation
[2018] HKCFI 1195
Parties
Petitioner: Acropolis Limited; 1st Respondent: W&Q Investment Limited; 2nd Respondent: Liu Chang Kien Wilson; 3rd Respondent / 2nd Plaintiff HCMP: Zhang Qi (Zhang Qi Angel); 4th Respondent: Law Wing Kit Gary; 5th Respondent: To Lung Sang; 6th Respondent: Chan Kooi Por Benjamin; 7th Respondent: Cheung Denise; 8th Respondent: Chan Hin Hai Henry; 9th Respondent: Kort Wing Ho Joseph; 10th Respondent: Ko Kwok Fai Dennis; 11th Respondent: To Man Choy Jacky; 12th Respondent: Tsang Kwok Shan Sandy; 13th Respondent: Zhang Chenwei; 14th Respondent / 1st Plaintiff HCMP: Aeso Holding Limited; 15th Respondent: Wang Kie; 16th Respondent: Lam Cheuk Yu; 3rd Plaintiff HCMP: Aeso Limited; 4th Plaintiff HCMP: Chan Kin Wing; 1st Defendant HCMP / Founder and Director: Chan Siu Chung (Jones Chan); 2nd Defendant HCMP / Former Finance Director: Chiu Fu Keung; 3rd Defendant HCMP: Cheung Hiu Tung; 4th Defendant HCMP: Cheng Nga Lai
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
31 May 2018
Case Number
HCMP1721/2017
Procedural Posture
Winding‑up Petition (hccw 218/2017) and Related Miscellaneous Originating Summons (hcmp 1721/2017) Concerning Production and Inspection / Inter Partes Hearing Concluded; Decision Appointing Provisional Liquidators and AOS Adjourned Sine Die
Outcome
Provisional liquidators appointed over Aeso Holding Limited (order to be made in terms of draft filed); HCMP 1721/2017 adjourned sine die with liberty to restore; costs order nisi in favour of petitioner with certificate for two counsel; no undertaking as to damages required from petitioner.
Legal Topics
Provisional Liquidators, Winding Up, Receivership, Directors' Duties and Undertakings, Inspection and Production of Corporate Documents, Shareholder Disputes, Market Integrity
Source Language
EN
Company Law Insolvency Corporate Governance Equity Commercial Litigation Provisional Liquidators Winding Up Receivership +4 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 10 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Acropolis Limited

Petitioner

W&Q Investment Limited

1st Respondent

Liu Chang Kien Wilson

2nd Respondent

Zhang Qi (Zhang Qi Angel)

3rd Respondent / 2nd Plaintiff HCMP

Law Wing Kit Gary

4th Respondent

To Lung Sang

5th Respondent

Chan Kooi Por Benjamin

6th Respondent

Cheung Denise

7th Respondent

Chan Hin Hai Henry

8th Respondent

Kort Wing Ho Joseph

9th Respondent

Ko Kwok Fai Dennis

10th Respondent

To Man Choy Jacky

11th Respondent

Tsang Kwok Shan Sandy

12th Respondent

Zhang Chenwei

13th Respondent

Aeso Holding Limited

14th Respondent / 1st Plaintiff HCMP

Wang Kie

15th Respondent

Lam Cheuk Yu

16th Respondent

Aeso Limited

3rd Plaintiff HCMP

Chan Kin Wing

4th Plaintiff HCMP

Chan Siu Chung (Jones Chan)

1st Defendant HCMP / Founder and Director

Chiu Fu Keung

2nd Defendant HCMP / Former Finance Director

Cheung Hiu Tung

3rd Defendant HCMP

Cheng Nga Lai

4th Defendant HCMP

Procedural Posture

Winding‑up Petition (hccw 218/2017) and Related Miscellaneous Originating Summons (hcmp 1721/2017) Concerning Production and Inspection / Inter Partes Hearing Concluded; Decision Appointing Provisional Liquidators and AOS Adjourned Sine Die

Legal Issues

  1. 1 Whether a prima facie case for a winding up order exists based on alleged fraudulent scheme in the company promotion and placing of shares
  2. 2 Whether provisional liquidators should be appointed to preserve the company's business and assets pending trial
  3. 3 Whether the Court of Appeal undertakings were breached

Ratio Decidendi

The court found a good prima facie case for winding up based on evidence pointing to a broader fraudulent scheme in the placing of shares and concluded that, given the Company's operational paralysis caused by breaches of undertakings, mass resignations and harassment attributable to the New Directors, provisional liquidators should be appointed to preserve and stabilise the business and assets pending trial; no undertaking as to damages was required on these inter partes applications.

Court Disposition

Provisional liquidators appointed over Aeso Holding Limited (order to be made in terms of draft filed); HCMP 1721/2017 adjourned sine die with liberty to restore; costs order nisi in favour of petitioner with certificate for two counsel; no undertaking as to damages required from petitioner.

Orders

  • Appointment of provisional liquidators over Aeso Holding Limited in terms of petitioner's draft order of 14 May 2018 (subject to Official Receiver's additional comments)
  • Petitioner not required to provide an undertaking as to damages