RE PROSPEROUS GLOBALCHINA HOLDING LTD
- Citation
- [2022] HKCFI 1988
- Status
- Judgment
- Jurisdiction
- Hong Kong
- Court
- Court of First Instance
- Decision
- 23 June 2022
- Posture
- Companies Winding Up Proceedings / Application for Court Leave to Sell Company Assets (chambers Hearing)
- Case number
- HCCW279/2018
- Language
- English
More details
- Court
- Court of First Instance
- Decision
- 23 June 2022
- Posture
- Companies Winding Up Proceedings / Application for Court Leave to Sell Company Assets (chambers Hearing)
- Case number
- HCCW279/2018
- Language
- English
On this page
Professional case brief
Research organized from the available case record
01
Holding and result
Leave was granted for the liquidators to sell the Company's assets to the original petitioner for £11,275,586.83 because the sole objection was motivated by animus and no evidence was presented that the sale was at an undervalue or not in the best interests of creditors.
Court disposition
Leave granted to the liquidators to sell the Company's assets to the original petitioner
Orders
- Liquidators granted leave to sell the Company's interest in Prosperous GlobalChina Capital Limited and Master Fortune Investments Limited and related debts to the original petitioner for £11,275,586.83
- Costs of the application reserved
- Attendance of the Official Receiver excused
02
Material facts
Parties
Prosperous GlobalChina Holding Limited
CompanyLiquidators
Liquidators Counsel: Ms Tiffany Chan (Wilkinson & Grist)Yi Chun Navigation Inc
Petitioner Counsel: Mr Wilmot (Tanner De Witt)Ms Li
Objector, Committee MemberOfficial Receiver
Official ReceiverAmounts and remedies
- Sale Price: GBP 11,275,586.83
03
Procedural history
Posture
Companies Winding Up Proceedings / Application for Court Leave to Sell Company Assets (chambers Hearing)
04
Questions and positions
Legal issues
- 01
Whether liquidators should be granted leave to sell the company's assets to the original petitioner who is a member of the committee of inspection
- 02
Whether the proposed sale is at an undervalue or otherwise not in the best interests of creditors
- 03
Whether an objection motivated by animus to third parties justifies refusing leave
Party arguments
- Applicant
- The liquidators applied for leave pursuant to rules 148 and 150 of the Companies (Winding Up) Rules to sell the Company's interest in two entities and related debts for £11,275,586.83. The economic value is property in the UK and the sale is in creditors' interests. One committee member objects but has not shown undervalue or prejudice.
- Respondent
- The objector (Ms Li) opposed the winding-up and objected to the sale apparently out of animus towards the ultimate owner of the petitioner. She did not appear in court and did not contend that the sale was at an undervalue or contrary to creditors' interests.
05
Court’s reasoning
Legal principles
- 01
Companies (Winding Up) Rules, rules 148 and 150
Leave of the court is required where a purchaser is a member of the committee of inspection before liquidators may sell company assets
- 02
Decision in HCCW 279/2018 [2022] HKCFI 1988 and established insolvency practice
Court will sanction a proposed sale in winding up absent evidence that the sale is at an undervalue or inimical to creditors' interests
06
Ratio, limits and disposition
Ratio decidendi
Leave was granted for the liquidators to sell the Company's assets to the original petitioner for £11,275,586.83 because the sole objection was motivated by animus and no evidence was presented that the sale was at an undervalue or not in the best interests of creditors.
Obiter and limits
- Costs of the application reserved
- Attendance of the Official Receiver was excused
Court disposition
Leave granted to the liquidators to sell the Company's assets to the original petitioner
- Liquidators granted leave to sell the Company's interest in Prosperous GlobalChina Capital Limited and Master Fortune Investments Limited and related debts to the original petitioner for £11,275,586.83
- Costs of the application reserved
- Attendance of the Official Receiver excused
Source and reliance status
Court of First Instance · 23 June 2022
This page organises the available record for research. Confirm quotations, current status, and subsequent treatment against the official source before relying on the case.
Judgment reading view
Judgment text
The complete available source text.
Court of First Instance
Judgment· 23 June 2022
HCCW 279/2018 [2022] HKCFI 1988
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE COMPANIES WINDING-UP PROCEEDINGS NO 279 OF 2018 ____ IN THE MATTER of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong and IN THE MATTER of Prosperous GlobalChina Holding Limited （盛祿控股有限公司）(the “Company”) ____ Before: Hon Harris J in Chambers Date of Hearing: 23 June 2022 Date of Decision: 23 June 2022 ____
D E C I S I O N ____ On 10 December 2018 I made an order for the winding-up of the Company. The Company’s assets consist of an interest in Prosperous GlobalChina Capital Limited and Master Fortune Investments Limited and debts owed by Prosperous GlobalChina and Master Fortune to the Company. By a summons dated 19 May 2022 the Liquidators seek an order from the court giving the Liquidators’ leave to sell the assets of the Company to the original Petitioner. The reason the application has been made is that the Petitioner is a member of the committee of inspection and leave is required pursuant to rules 148 and 150 of the Companies (Winding Up) Rules. The economic value of the Company’s assets lies in the property that is ultimately owned by it in the United Kingdom. The Company’s interest in the property and the debts are to be sold for £11,275,586.83. The sale has been objected to by one member of the committee of inspection; Ms Li who opposed the winding-up petition. It would appear that her objection is driven by the animus to the ultimate owner of the Petitioner Dr Chen which is referred to in my decision dated 10 December 2018. I understand Ms Li, who has not appeared before the court today, does not suggest that the sale of the Company’s assets would be at an undervalue or for some other reason that it is not in the best interests of the creditors. In the circumstances I can see no reason not to sanction the proposed sale and I will make an order in the terms of [1]–[3]. Costs of the application be reserved. (Jonathan Harris) Judge of the Court of First Instance High Court Ms Tiffany Chan, instructed by Wilkinson & Grist, for the liquidators Mr Wilmot, of Tanner De Witt, for the Yi Chun Navigation Inc. Attendance of the Official Receiver was excused
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