Hong Kong Case Law: Decisions & Judgments

Topic

Sanction of scheme

Legal area

Court

19 Mar 2026

RE COUNTRY GARDEN HOLDINGS COMPANY LTD

Citation

[2026] HKCFI 1619
Court

Court of First Instance
Case number

HCMP1366/2025

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.
6 Oct 2025

RE ASTRON CORPORATION LTD

Citation

[2025] HKCFI 4659
Court

Court of First Instance
Case number

HCMP698/2025

The Scheme was an "arrangement" within section 668 despite the Company's limited role because there was the requisite give and take between the Company and its members (principally the transfer of shares and issuance of Aus NewCo shares), the statutory convening and disclosure requirements were met, the requisite majorities under s674 were obtained, and an intelligent and honest member might reasonably approve; accordingly the Court exercised its discretion to sanction the Scheme and granted the order in the terms produced (with agreed amendments).
4 Nov 2024

RE YUZHOU GROUP HOLDINGS COMPANY LTD

Citation

[2024] HKCFI 3098
Court

Court of First Instance
Case number

HCMP1068/2024

The court sanctioned the Scheme because it was for the permissible purpose of restructuring an insolvent group, the Scheme meetings were properly convened and approved by the requisite statutory majorities, the two-class division was appropriate given materially different rights, the Explanatory Statement and Supplement provided sufficient information, the third‑party releases were limited to those necessary for implementation with carve-outs for fraud and wilful misconduct, and outstanding Restructuring Conditions were likely to be satisfied within a reasonable period; Hong Kong had sufficie…
24 Apr 2024

RE SINO OIL AND GAS HOLDINGS LTD

Citation

[2024] HKCFI 1135
Court

Court of First Instance
Case number

HCMP252/2023

The court refused to sanction the scheme because creditors were not provided with sufficient, clear and fair information about the integrated Restructuring and its material, unusual features (including the bifurcation and undervaluation of CS's security, the post-implementation indebtedness to investors, and unlimited exclusion/indemnity protections), the explanatory statement omitted required disclosures of directors' interests in breach of s.671(3)(b), and the deficiencies were such that the court could not be satisfied an intelligent and honest creditor could reasonably approve the Scheme.
9 Jun 2023

RE CHINA BOZZA DEVELOPMENT HOLDINGS LTD

Citation

[2023] HKCFI 1620
Court

Court of First Instance
Case number

HCMP179/2023

The Scheme was sanctioned because it constitutes a permissible genuine debt restructuring, the Scheme Creditors were correctly treated as a single class, the convening and information requirements under the Companies Ordinance were satisfied, the required statutory majorities voted for the Scheme, an intelligent and honest member of the class could reasonably approve it, there is sufficient Hong Kong connection and no legal or practical roadblock preventing effectiveness, and therefore the Court exercised its discretion to sanction the Scheme under s673.
8 Jul 2022

AI GLOBAL INVESTMENT SPC v. RARE EARTH MAGNESIUM TECHNOLOGY GROUP HOLDINGS LTD

Citation

[2022] HKCFI 2063
Court

Court of First Instance
Case number

HCCW81/2021

The Court made the costs order nisi absolute: the Company must pay the costs of and occasioned by the applications for dismissal and adjournment and the costs of the Petition because the adjournment was an indulgence, the Company lost its jurisdictional challenge (costs follow the event), and the Petitioner's debt was compromised by the sanctioned scheme which does not deprive the Petitioner of its entitlement to costs; all costs to be taxed on a party-to-party basis and paid out of the Company's assets.
19 Jan 2022

RE DA SEN HOLDINGS GROUP LTD

Citation

[2022] HKCFI 185
Court

Court of First Instance
Case number

HCMP1615/2021

The scheme was sanctioned because (1) it is a bona fide restructuring for a permissible purpose, (2) Scheme Creditors formed a single class with sufficiently similar rights, (3) the meeting was duly convened and met statutory majorities under s674, (4) the explanatory statement complied with s671(3), (5) the consent fee did not fracture the class, and (6) all Scheme Claims are governed by Hong Kong law so the scheme will be effective; accordingly the court exercised its discretion to sanction under s673.
4 Jun 2021

RE CHINA OIL GANGRAN ENERGY GROUP HOLDINGS LTD (the “Company”)

Citation

[2021] HKCFI 1592
Court

Court of First Instance
Case number

HCCW120/2019

The court sanctioned the Hong Kong scheme under s673 because it was for a permissible purpose, creditors were properly classed, statutory majorities and information requirements were satisfied, the scheme provided a materially better outcome than liquidation, the drafting error in Clause 69 could be corrected post-meeting without prejudicing creditors, and the scheme has sufficient connection with Hong Kong to be effective; a parallel Cayman scheme was unnecessary in the circumstances and unjustified by the facts presented.
4 Mar 2020

RE CHINA LUMENA NEW MATERIALS CORP. (IN PROVISIONAL LIQUIDATION)

Citation

[2020] HKCFI 338
Court

Court of First Instance
Case number

HCMP2234/2019

The court sanctioned the scheme under section 673 because the statutory criteria for sanction were met, the meeting was properly conducted with overwhelming creditor approval, the scheme was the only practicable means to realise the Company’s sole material asset and produce any recovery for unsecured creditors, and concerns about Mainland-law governed debt did not defeat the scheme given creditor submission and the low likelihood of effective foreign enforcement that would render the scheme futile.
17 Oct 2019

RE DA YU FINANCIAL HOLDINGS LTD (formerly known as CHINA AGROTECH HOLDINGS LTD) (in liquidation)

Citation

[2019] HKCFI 2531
Court

Court of First Instance
Case number

HCMP2196/2018

The court sanctioned the scheme because the statutory requirements and the court's multi-stage fairness test were satisfied, there was a sufficient connection with Hong Kong and practical effectiveness in the Cayman Islands, and the objecting shareholder had participated in Cayman proceedings such that the Cayman EGM judgment merited recognition; accordingly the scheme was lawful and should be given effect.